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2020-120 Schedule APage I AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS") BETWEEN: THE CORPORATION OF THE TOWN OF TILLSON BURG (the "Vendor") -and- ARMTEC INC. (the "Purchaser") WHEREAS the Vendor is the owner, in fee simple , of the lands and premises describ ed in Schedule "A" (the "Property"); NOW THEREFORE IN CONSIDERATION of the mutual covenants and premises in this Agreement, the parties agree as follows : SECTION I -GENERAL 1. The Purchaser agrees to purchase the Property and the Vendor agrees to sell the Property according to the terms of this Agreement. 2. In consideration of the agreement referred to in the preceding paragraph, the Purchaser shall pay to the Vendor a purchase price calculated at Twenty-Three Thousand Dollars ($23,000.00) per acre . The estimated area of the Property is fifty-four (54) acres and the estimated total purchase price is One Million Two Hundred and Forty-Two Thousand Dollars ($1 ,242 ,000.00) (the "Purchase Price"). The Vendor shall be required at its so le cost and expense to deliver to the Purchaser prior to the Due Di ligence Date a certificate of area from a registered Ontario Land Surveyor confirming the exact acreage of the Property , whereupon the Purchase Price shall be adjusted accordingly. 3. The Purchase Price shall be pa id as follows : (a) One Hundred Thousand Dollars ($100,000.00) deposit is payable by the Purchaser by certified cheque or wire transfer withing two (2) Business Days following the Acceptance Date, to be held by the solicitors for the Vendor as a deposit pending completion of this transaction on account of the Purchase Price on completion, or if this Agreement is not completed through no fault of the Purchaser, the deposit shall be returned to the Purchaser; and Buyer's Initials c:»-- (b) the balance of the Purchase Price, subject to adjustments, shall be paid to the Vendor on the Completion Date , by certified cheque or bank draft. (c) The deposit shall, at the Purchaser's request be placed in an interest bearing account, which interest shall accrue to the benefit of the Purchaser. The deposit, together with all interest earned thereon, if any, shall be held by the Vendor's solicitors pending completion of the transaction contemplated hereunder or earlier termination of the Agreement, and shall be credited against the Purchase Price and paid to the Vendor on Closing. Unless otherwise provided for herein, if the transaction contemplated hereunder is not completed as a result of the Purchaser's default hereunder, the deposit, together with all interest earned thereon , if any, shall be released to the Vendor as liquidated damages and not as a penalty and without prejudice to any other claims or causes of action the Vendor may have under this Agreement, at law or in equity. If the transaction contemplated hereunder is not completed as a result of the Vendor's default hereunder, the deposit, together with all interest earned thereon, if any, shall be returned to the Purchaser forthwith without deduction or set-off and without prejudice to any other claims or causes of action the Purchaser may have under this Agreement, at law or in equity. SECTION II -PURCHASE OF PROPERTY 4. Irrevocable Date (a) This APS shall be irrevocable by the Purchaser and open for Acceptance (as hereinafter defined) by the Vendor until 5:00 p.m. on the 151h day of December, 2020, and when accepted shall constitute a binding contract of purchase and sale , otherwise the APS shall be null and void and all deposit monies paid shall be returned to the Purchaser without deduction, such date shall hereinafter be referred to as the "Acceptance Date". (b) Acceptance shall mean the date upon which the Mayor and Clerk of the Town of Tillsonburg, or such other persons as the Vendor may authorize from time to time, sign and execute this APS subsequent to the requirement that the Council of The Corporation of the Town of Tillsonburg has passed a resolution or by-law authorizing and approving the sale of the Property to the Purchaser pursuant to the terms of this APS. ( c) The parties agree and acknowledge that negotiation of this APS is not a valid and binding agreement until accepted by the Council of The Corporation of the Town of Tillsonburg . The Chief Administrative Officer of the Town of Tillsonburg, or his or her designate, shall negotiate the terms of this APS in good faith . However, the negotiation of the terms of this APS by the Chief Administrative Officer of the Town of Tillsonburg, or his or her designate, in no ways binds The Corporation of the Town of Tillsonburg until such time as this APS is authorized and approved by the Council of The Corporation of the Town of Tillsonburg. 5. Council Approval (a) This transaction is subject to compliance with Section 270 of the Municipal A c t, 2001, S .O . 2001, c. 25 as amended and the approval of the Council of The Buyer's Initials a} Corporation of the Town of Tillsonburg in its sole and absolute discretion by resolution or by-law. 6. Deed/Transfer (a) The Vendor agrees to deed or transfer the Property to the Purchaser subject to the terms of this Agreement. 7. Completion Date (a) The closing of this transaction shall take place forty-five (45) days following the later of (i) the waiver of the Purchaser's conditions set out in Section 1 O(a), and (ii) the waiver of the Purchaser's conditions set out in Section 1 O(b), or such other date as mutually agreed upon (the "Completion Date") at which time possession of the Property in "as is, where is" condition shall be given to the Purchaser other than as provided in this APS. The Vendor acknowledges that it has the right and authority to sell the Property. 8. Documents, Reports and Information (a) The Vendor will produce and deliver to the Purchaser 30 days following Acceptance Date any documents, reports or information in its possession in respect to the Property. The Purchaser agrees to return all of the above documentation to the Vendor if this transaction is not completed. SECTION Ill -CONDITIONS, REPRESENTATIONS AND WARRANTIES 9. "As Is" Condition (a) The Purchaser acknowledges that it is acquiring the Property in an "as is" condition and without any express or implied agreement, representation or warranty of any kind (save and except as provided in this Agreement) as to the title , condition, use or zoning or any environmental matter in connection with the Property. 10. Purchaser's Conditions The tran saction of purchase and sale contemplated herein shall be subject to the fulfillment of the following terms and conditions: (a) on or prior to 5:00 p.m . on the date which is sixty (60) days following the Acceptance Date (the ''Du e Diligence Date"), the Purchaser shall have satisfied itself in its sole and unfettered discretion with respect to all aspects of the Property, including without limitation, title to the Property, the physica l condition of th e Property, zoning, environmental matters , financial matters , the futu re development potential of the Property and the economic feasibility th ereof, its review of the property documents, the location/existence of services and the proposed Easement Lands (as hereinafter defined) and any other information re lating to the Pro perty; (b) on or prior t o 5:00 p.m. on t he date which is n in ety (90) days following the Acceptance Date, the Purchaser shall have satisfied itself that the req uisite permits and approvals for its intended development of the Property are available or will be available ; Buyer's Initials a?- (c) on or prior to the Completion Date, the representations and warranties of the Vendor herein shall be true and correct, and the Vendor shall have delivered to the Purchaser a certificate confirming the foregoing on the Completion Date. The conditions set out in this Section 10 are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser, in its sole discretion , by written notice to the Vendor prior to the date specified therefor. If each of the conditions set out in this Section 10 is not fulfilled or waived as herein provided on or prior to the applicable dated referred to herein, then such condition shall be deemed not to have been fulfilled or waived , in which case this Agreement shall be terminated. Upon such termination, the deposit , together with all interest accrued thereon , shall be returned to the Purchaser without deduction . Notwithstanding the foregoing, all conditions to be satisfied on the Completion Date shall be deemed to be satisfied if closing occurred . 11. Investigation by the Purchaser (a) The Purchaser and the Purchaser's authorized representatives shall be entitled to conduct investigations , tests and physical inspections in respect of the Property, including without limitation , the surface and sub-surface (including ground water) of the Property by means of such soil tests, bore holes , test pits , environmental tests and other excavation as the Purchaser de ems prudent. All inspections , investigations and testing carried out by the Purchaser or its representative shall be carried out as expeditiously as possible at the Purchaser's sole cost, expense and risk. Any damage caused to the Property as a result of the Purchaser's e nt ry upon the Property, or a ny part thereof, or a ny activities carried out by the Purch ase r or its representatives in respect of the Property, or an y part thereof, shall be promptly repaired by the Purchaser and the Property shall be restored to the condition it was in prior to the Purc haser's tests . The Vendor agrees to a ssist the Purcha ser and make itse lf available in order for the Purchaser to condu ct its due dilige nce . 12. Future Use (a) Th e Vendor and the Purchase r agre e that there is no conditi on, e xpre ss or implied , repre sentation o r warranty of any kind that the future intended use of the Property by the Pu rchaser is o r will be lawful except as may be spe cifica lly stipulated e lsewhere in this Agreeme nt. 13 . De velo p me nt Covenants and Restri ct ions (a) T he Prope rty s ha ll be s ubj ect to the deve lo pment covenants and restrictions mo re particularly set out in Schedule "D" attached to this APS, whi ch shall survive the compl eti o n of t his transaction and run with the Prope rty. Th e d evelopment covenants and restrictions shall be registered o n title by the Vendor. In the event th at th e said c oven ants and restri cti o ns a re not registe red on titl e to th e Prope rty on or before closing , the Purchaser covenants and agree s to co nse nt t o the reg istration of the cove na nts a nd r estri cti ons afte r clos in g . 14. Provi s io n of Plan s Buyer's Initials d:t- (a) The Purchaser agrees and covenants that prior to the issuance of a building permit, the Purchaser shall provide to the Town of Tillsonburg a plan showing the location of the building( s) and outside storage, the front elevation of the building(s), the exterior building materials, the landscaping treatment and the screening of outside storage. The provisions of this paragraph shall survive closing. 15. Reasonable Assistance (a) The Vendor agrees to provide reasonable assistance and co-operation to the Purchaser in obtaining the necessary approvals for the development of the Property and the neighbouring lands to the west of the Property being approximately eleven (11) acres (the "Neighbouring Lands") subject to the Purchaser's compliance with all relevant building codes, by-laws , land use controls , any other statutory requirements and payment of the fees provided for in the Town of Tillsonburg's current fees by-law. 16. Transfer of Easement The Purchaser hereby agrees to grant , convey and confirm to The Corporation of the Town of Tillsonburg (the "Town"), its successors and assigns , in perpetuity , the free, uninterrupted and undisturbed right and easement to enter upon the Easement La nds (hereinafter described) at all reasonable times and upon two (2) business days notice for the purposes of constructi ng, installing and maintainin g all municipal services of any kind (including water distribution pipes and sanitary and storm sewers) (the "Services") in , under, over and upon the Easement Lands, and with the further and continuing right to the Town , its successors and Easement Lands at all reasonable times by its agents, servants, employees and workers and upon two (2) business days notice. This Section shall survive the closing of the transaction contemplated herein. "Easement Lands" shall mean the portion of the Property shown on the draft Reference Plan , prepared by the Vendor, upon, through and within which there are currently , or in the future the Services will be located . The Vendor shall arrange for a Reference Plan to be prepared within fifteen (15) days following the Acceptance Date, at its sole cost and expense, and shall deliver to the Purchaser the draft Referen ce Plan outlining the proposed Easement Lands for its review and approval. 17. Vendor's Representations The Vendor hereby represents and warrants to and in favour of th e Purchaser, as of the Acceptance Date and the Completion Date , as follows : (a) The Vendor is not a non-resident of Canada w ithin the meaning of Section 116 of the Incom e Tax Act (Canada). (b) The Vendor has obtained all necessary consents, approvals and authorizations as may be required to pe rmit it to execute and deliver this Agreement and all documents contemplated hereund e r to which it is or will be a party , to perform all of its obligations and liabilities thereunder in accordance therewith and to give effect to the sale and transfer of the Property. Buyer's Initials 0::7-Seller's Initial __ (Yffl~-. (c) The Property is serviced or will be by a date that is satisfactory to the Purchaser. by water, storm and sanitary sewers. Water and sanitary sewer services are readily available for connection by the Purchaser at the boundary of the Property in sufficient · capacity to serve the intended improvements to be constructed on the Property. Hydro and gas se rv ices are functional. operative and re adily available to the bo undary of the Property in sufficient capacity to serve the intended improvements to be co nstru cted on th e Property . (d) To the best of the Vendor's knowledge , no part of the Property ha s ever been used by the Ve ndor as a waste disposal site or as a licensed landfill or has ever had any hazardous materials or aboveground or underground storage systems, active or abandoned, located on, at or underthem. (e) To the best of the Vend or's knowledge, no contaminant (as suc l1 term is defined in the Environmental Protection Act (Ontario) has been disc harged upon any property adjacent to th e Property at any time. (f) The Vendor ha s not been re quired as a result of any government authority to alter any part of the Property in a material way in order to be in compliances with applicable e nvironmental laws or perform any environmental closure, decommissioning , reh abilitation , restoration or post-remedial investigations on, about or in co nnection with the Property. (g) The Vendor h as not received notice of any proceeding to or in connection with the expropri atio n of th e Property or any part the reof. (h) O n th e Completion Date, there will be no leases, offers to lease, occupancy agreements licences or other righ ts granted by or on be half of th e Vendor, or which bind th e Vendor, which entitl e any person to possess occupy all or any part of the Property . The foregoing representations and warranties shall survive for a period of twelve (12) months following the Completion Date . 18 . Purchaser's Representation (a) The Purchaser represents and warrants that it is the Purchaser's c urrent intention to construct a building on the Property and is not purchasing the Property or the Neighbouring Lands for the purpose of re sale of vacant land. 19. Vendo r's Acknowledgement I Agreement The Vendor acknowledges and agrees that th e Purchaser will not be prevented from removing all trees on the Prope rty, save and except for the trees within a 35 foot buffer and corridor along the Rokeby Road property frontage, or, in th e sole and absolut~ di scretion of the Purc h aser, acting reasonably, another location through th e front portion of~he property . The Purchaser expressly agrees that this 35 foot wide buffer. w t:ie re',i Qr lgv;;itQ , shal t be removed. ~ SECTION IV -PRIOR TO COMPLETION DATE 20. Purchaser May Inspect the Property (a) The Purchase r, its age nts and cont ractors s hall be permitted t o inspect the Property and a ny buildings as frequently as is reasonably necessary betwe the Buyer's Initia ls &- date of Acceptance and the Completion Date at reasonable times and upon reasonable notice to the Vendor. (b) The Purchaser and its authorized agents are authorized to correspond with the appropriate Governmental Authorities having jurisdiction in respect of the Property for the purposes of this Transaction including, but not limited to, for confirmation of the compliance of the Property with any by-laws, laws, regulations or assessments. For this purpose, the Vendor will promptly, at the Purchaser's request, execute and deliver any authorizations reasonably required by the Purchaser to authorize such authorities to release to the Purchaser any information which such authorities may have on their records relating to the Property provided no requests to complete any inspections will be permitted or requested 21 . Insurance (a) Pending closing, the Vendor shall hold all insurance policies and the proceeds thereof in trust for the parties as their interest may appear and in the event of damage to the Property. The Purchaser may elect to either receive the proceeds of the insurance and complete the purchase or to cancel the APS and have all the deposit monies paid to the Vendor returned together with all interest earned thereon without deduction. SECTION V -COMPLETING THE TRANSACTION 22. Deed/Transfer (a) The Deed or Transfer of the Property will be prepared at the expense of the Vendor in a form acceptable to the solicitors for the Purchaser and the Purchaser will pay all Land Transfer Tax, Harmonized Sales Tax and other costs in connection with the registration of it. 23. Electronic Registration (a) The parties agree that the transaction shall be completed by electronic registration pursuant to Part Ill of the Land Registration Reform Act, R.S.O. 1990, c.L.4 as amended. The parties acknowledge and agree that the delivery and release of documents may, at the discretion of the lawyer: a) not occur contemporaneously with the registration of the transfer/deed and other registrable documentation, and b) be subject to conditions whereby the lawyer receiving documents and/or money will be required to hold them in trust and not release them except in accordance with the terms of a written agreement between the lawyers entered into in the form of the Document Registration Agreement adopted by the Joint LSUC-OBOA Committee on Elective Registration of Title Documents. 24. Survey or Reference Plan (a) The parties acknowledge that a survey may be required and a Reference Plan may be registered on title and may be used to provide a registrable description of the Property and any easements. The Vendor shall arrange for a Reference Plan to be prepared within forty-five (45) days following the Acceptance Date , at its sole Buyer's Initials ~ Seller's Initial~? cost and expense, and shall deliver to the Purchaser a copy of the deposited Reference Plan . 25. Letters and Reports from Officials of the Vendor (a) On or before the date which is thirty (30) days following the Acceptance Date, the Vendor agrees to provide to the Purchaser, if requested, at the Vendor's expense , letters or reports from the Building and Zoning Department of the Town of Tillsonburg and the Fire Chief of the Town of Tillsonburg regarding the status of compliance with all codes, by-laws, rules and regulations with respect to the Property and any buildings located thereon . 26 . Examination of Title (a) Title to the Property shall be good and marketable and free from all encumbrances except for any service easements or rights-of-way to be reserved in favour of the Vendor and for any easements or rights-of-way registered on title and any minor encroachments shown on the survey or Reference Plan delivered to the Purchaser. (b) The Purchaser is allowed ninety (90) days from the Acceptance Date to examine the title to the Property. If on or before this date the Purchaser furnishes the Vendor in writing with any valid objections: to the title; to any undisclosed outstanding work orders; to undisclosed non-compliance with the municipal by-laws or covenants and restrictions which run with the land and cannot be resolved before the Completion Date; as to any objection of which the Vendor shall be unable to remedy or correct by the Completion Date and which the Purchaser will not wa ive , then this APS shall , notwithstanding any intermediate acts or negotiations, be terminated and the deposit shall be returned to the Purchaser without deduction and the Vendor and the Purchaser shall not be liable for any costs, damages, compensation or expenses. 27. Vendor to Discharge all Encumbrances (a) The Vendor agrees to obtain and register at its own expense, on or before the Completion Date , a discharge of all liens, encumbrances, agreements and mortgages now registered against the Property and not assumed by the Purchaser. The Vendor further covenants and agrees to discharge, on or before the Completion Date, any and all liens, chattel mortgages, assignments or any other security interest given by the Vendor against its personal Property. 28. Adjustments (a) The Vendor agrees that all deposits, if any, held by the Vendor not including interest thereon shall be credited to the Purchaser in the Statement of Adjustments prepared for the Completion Date. (b) Any rents, mortgage , interest, taxes, local improvements , water and assessment rates and other adjustments established by usual practice for the purchase and sale of similar properties in Ontario shall be apportioned and allowed to the Completion Date, the day itself to be apportioned to the Purchaser. Buyer's Initials a1- (c) The Vendor shall deliver to the Purchaser a statement of adjustments at least five (5) Business Days prior to the Completion Date and shall have annexed to it reasonable details of the calculations used by the Vendor to arrive at all debits and credits on the statement of adjustments . 29. Deliveries by the Vendor To The Purchaser on Closing (a) The Vendor covenants and agrees to deliver to the Purchaser on the Completion Date the following: (i) an electronic transfer of the Property transferring the Property to the Purchaser or as it may direct, and containing the statements of the Vendor and the Vendor's solicitors pursuant to Section 50(22) of the Planning Act (Ontario); (ii) an up to date survey or reference plan of the Property in the possession of the Vendor; (iii) an undertaking by the Vendor to adjust or readjust any item in or omitted from , but otherwise properly included in , the statement of adjustments , forthwith upon written request by the Purchaser; (iv) a Statutory Declaration by an authorized officer of the Vendor stating that the representations and warranties of the Vendor set out in Section 17 hereof are true and correct as of the Completion Date; (v) a Statutory Declaration by an authorized officer of the Vendor as to possession of the Property in a form acceptable to the solicitors for the Purchaser; (vi) a Statutory Declaration by an authorized officer of the Vendor that it is not now, and upon completion will not be , a "non-resident person" within the meaning and for the purpose of Section 116 of the Income Tax Act, R.S.C., 1985, c . 1 (5th Supp.) as amended; (vii) a Statutory Declaration by an autho ri zed officer of the Vendor re the Family Law Act (Ontario); (viii) certified copies of all appropriate certificates, by-laws and other documents of Vendor authorizing the transaction herein; (ix) evidence satisfactory to the Purchaser that the farm lease in existence on the Acceptance Date has been terminated; (x) vacant possession of the Property; and (x i) such further documentation and assurances as the Purchaser may reasonably req uire to complete the transaction co ntemplated by the APS. 30. Deliveries by the Purchaser T o The Vendor on C losing Buyer's Initia ls Od-Seller's Initial~ (a) The Purchaser covenants and agrees to deliver to the Purchaser on the Completion Date the following: (i) the funds due on closing as set out in Section 3(b); (ii) the Assignment and Assumption of Lease; (iii) the HST Certificate required by Section 31; (iv) an undertaking by the Purchaser to adjust or readjust any item in or omitted from, but otherwise properly included in , the statement of adjustments, forthwith upon written request by the Vendor; (v) a Statutory Declaration of the Purchaser, without personal liability , confirming the representation and warranty of the Purchaser as set out in Section 18 hereof is true and correct as of the Completion Date; and (vi) such further documentation and assurances as the Vendor may reasonably require to complete the transaction contemplated by the APS. 31. Harmonized Sales Tax (a) The parties hereto acknowledge and agree that the transaction contemplated herein is subject to the Harmonized Sales Tax (HST) under the Excise Tax Act, R.S. C., 1985, c. E-15 (the "Act") and that the Purchase Price does not include HST. The Vendor shall provide the Purchaser with its HST Business Number. The Purchaser shall pay to the Vendor any HST imposed under the Act payable in connection with the transfer of the Property to the Purchaser, or as it may direct, unless the Purchaser or its nominee, or its assignee, provides: (i) a certificate on or before the Completion Date containing a representation and warranty to the Vendor that: ( 1) (2) (3) (4) Buyer's Initials ~ it is registered for the purpose of the HST on the Completion Date and specifying the HST registration number; it will self-assess the HST on its GST/HST return or file the prescribed form pursuant to subsection 228(4) of the Act in connection with the purchase of the Property; the Property transferred pursuant to this APS is being purchased by the Purchaser, or its nominee or assignee, as principal for its own account and is not being purchased by the Purchaser as agent, trustee or otherwise on behalf of or for another person , and does not constitute a supply of residential complex made to an individual for the purpose of paragraph 221 (2)(b) of the Act; an indemnity, indemnifying and saving harmless the Vendor from any HST payable on t his transaction and penalty and interest relating to HST; and Seller's lnitiat~ I (5) a notarial true copy of its HST registration confirmation . 32 . The transaction shall be completed on the Completion Date , on which date, vacant possession of the Property, shall be given to the Purchaser. SECTION VI -MISCELLANEOUS 33 . Entire Agreement (a) There is no representation , warra nty, collateral agreement or condition affecting this Agreement of the Property other than expressed herein . 34 . Tender (a) Any tender of documents or moneys hereunder may be made upon the solicitor acting for the party upon whom tender is desired, and it shall be sufficient that a negotiable, certified cheque or ba nk draft may be tendered instead of cash . 35 . Time of Essence (a ) Time shall be of the essence of this Agreement. 3 6 . Planning A ct (a) This Agreement shall be effective only if the provisions of Section 50 of the Planning Act, R.S.O . 1990, c. P.13, as amended are complied with . 37. Notices (a) All notices in this Agreement shall be in writing and shall be deemed to have been given if delivered by hand or mailed by ordinary mail, postage prepaid , or send by fax or other electronic communicat ion addressed to the solicitor for the person to whom such notice is intended to be given at the following addressed : Buyer's Initials (})- Solicitors for the Vendor: Duncan , Linton LLP ATTENTION : Steven D.S. Ross 4 5 Erb Street West Waterloo, ON N2J 4B5 Fax: ( 519) 886-8651 with a copy delivered to : The Corporation of the Town of Tillsonburg ATTENTION : Development Commissioner 204-200 Broadway Tillsonburg, ON N4G 5A7 Fax : 519-842-94 3 1 Solicitors for the Purchaser: Aird & Berlis LLP ATTENTION : Leonard Baranek Brookfield Place 181 Bay Street, Suite 1800 Toronto , ON M5J 2T9 Email: lbaranek@airdberlis.com with a copy delivered to the Purchaser ATTENTION Jason Johnston 205, 10423 178th Street Edmonton, AB TSS 1 RS Email: jjohnston@armtec.com Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered , or on the day of faxing or sending by other means of recorded electronic communication, provided that such day in either event is a business day and the communication is so delivered , faxed or sent before 5:00 p.m . on such day. Otherwise , such communication shall be deemed to have been given or made and to have been received on the next following business day. Any such communication given or made in any other manner shall be deemed to have been given or made and to have ben recei ved only upon actual receipt. 38. Successors and Assigns (a) The Purchaser shall be permitted to assign all of its right, title and interest in and to this APS with the Vendor's written approval , which shall not be unreasonably withheld , including assignment to another corporation with the same shareholders as the Purchaser. Subject to the restrictions in the preceding sentence, the Vendor agrees to engross the Transfer/Deed of Land as directed by the Purchase on the completion Date as the Purchaser may e lect , and the Vendor agrees to complete the transaction co ntemplated by this APS on the Completion Date with such assignee or nominee. The Purchaser is released from all liability hereunder, if it assigns its interest in this APS. This Agreement shall be binding upon the parties hereto and their respective successors and assigns . 39. Schedules (a) The following Schedules shall form an integral part of this Agreement: (i) Schedule "A" Des cription of the Property ; (ii) Schedul e "D " Development Covenants . 40. A cceptance by Fax or Email Buyer's In itials ~ (a) The Pu rchaser and Vendor acknowledge and agree that the communication of this Agreement may be transmitted by way of facsimile or electron ic mail , and that they agree to accept such signatures and documents to be legal and binding upon them . 41. Counterparts (a) This Agreement may be signed in any number of counterparts, each of which is considered to be an original , and all of which are cons idered to be the same documents. 42 . Severability (a) If any provision of this Agreement, or the application thereof to any circumstances , shall be held to be invalid or unenforceable, then the remaining provisions of this Agreement, or the application thereof to other circumstances , shall not be affected , and shall be valid and enforceable. Sig nature page to follow Buyer's Initials_~-- IN WITNESS WHEREOF the Purchaser has executed this Agreement: Dated at E.~M,,..no~ , Alberta this \ day of D€..t..~...._nc.'a.., 2020. ARMTEC INC. Per: m-- Name: Jason Johnston Title : Senior Vice President Name: Title: I/We have authority to bind the Corporation. The Vendor hereby accepts this Agreement according to its terms . Dated at Tillsonburg , Ontario this JB__ day of Decefl\'DeL , 2020. IN WITNESS WHEREOF the Vendor has executed this Agreement: Buyer's lnitials_aJ __ Stephen Molnar Mayor Town of ~ Clerk We have authority to bind The Corporati on of the Town of Tillsonburg. SCHEDULE "A" LEGAL DESCRIPTION OF THE PROPERTY ALL AND SINGULAR that certain parcel or tract of land and prem ises situated , lyi ng and being in the Town of Tillsonburg in the County of Oxford , being compromised of 54 acres of land on the North side of Rokeby Road , described at Lot 1641, Plan 500, Mid Con 4, NTR, Pt Lot 1 O; Parts 1 & 2, Plan 41 R-8386: l :'4000 SCAllt 1----'NATllll(mm) 1----SA."'iTARY (rmn) 1----27.6 K.V. HYDltO NA.nJ'l.AL OAS (mm) ,..... talllP,.., Slnl AA.RA Buyer's Initials_~-- 1. Title Control SCHEDULE "D" DEVELOPMENT COVENANTS Pag e I (a) The owner of the Property (the "Owner") covenants and agrees that (i) the Owner will obtain a building permit for a permanent building which complies with the permitted uses of the Property's zoning with a minimum building coverage of three percent (3%) of the total area of the Property (t he "Building") and commence construction of the Building within one (1) year of the date the Owner takin g title to the Property being the date of registration of transfer (the "Completion Date ") and (ii) will substantially complete the construction of the Building in conformity with an approved site plan within three (3) years of the Completion Date. (b) In the event that the Owner has not obtained a building permit in accordance with the provis ion s of subclause 1.a) above , the Owner may request from The Corporation of the Town of Tillsonburg (the "Town of Tillsonburg"), in writing, an extension of the time specified in subclause 1.a) above up to a maximum extension period of six (6) months, (such extension, the "Extended Time") upon payme nt by the Owner to the Town of Tillsonburg of a performance deposit equal to ten (10%) percent of the purchase price of the Property (the "Pe rformance Deposit"). The Performance Deposit shall be refunded to the Owner, without inte rest , upon the Owner's compliance with and completion of the provisions of subclause 1.a) above within the Extended Time. In the event that the Owner fails to complete construction within the Extended T i me , then the Town of Tillsonburg shall, in addition to its other rights and remedies as set out herein or otherwise, be entitled to retain the Performance Deposit as liquidated damages and not as a penalty, in partial or full satisfaction of the Town of Tillsonburg's damages. (c) If the Owner has not obtained the building permit for the Building and commenced construction within the periods specifically set out in subclause 1 (a) or with in the Extended Time, the Owner, will, at the option of the Town of Tillsonburg by notice in writing to the Owner which option may be exercised within the sixty day period following the Owner's failure to commence construction within one year of th e Completion Date (as may have been extended pursuant to subclause 1 (b)), reconvey good title to the Property to the Town of Tillsonburg , free and clear of all encumbrances, in consideration for payment by the Town of Till so nburg to the Owner of the purchase price paid by the Owner to the Town of Tillsonburg for the conveyance of the Property in th e first in sta nce (the "Consideration"). The re- conveyance shall be completed within sixty (60) days of the notice set out in this subclause. The Town of Tillsonburg shall be allowed to deduct from the Consideration all of its reasonable third party costs , realty commission and lega l fees incurred with respect to the original conveyance of the Property by the Tow n of T ill sonburg to the Owner as well as th e following costs of the Town of Tillsonburg in re-acquiring the Property: registration costs, land transfer tax and lega l fees. Th e Town of Tillsonburg shall not be required to pay for any improvements that may have been made, co nstru cted, in sta lled or performed by the Owner on the Property . Buyer 's Initials d-7 ( d) If at any time prior to the exterior of the building to be located on the Property being substantially completed , the Owner wishes to sell the Property to any person , firm or corporation, it shall first provide the Town of Tillsonburg the right to purchase the Property for consideration equal to the "fair market value" of the Property taking in to account the improvements made thereto less a 5% discount provided however that a sale or transfer of the Property to a subsidiary or affiliate of the Purchaser (as those terms are defined in the Business Corporations Act, R.S .O. 1990, c.B.16 as amended), provided such subsidiary or affiliates assumes and confirms its acceptance of the covenants and restrictions set out in this Schedule D and expressly undertakes in writing to comply with them, shall not trigger the aforesaid right of first offer. The Town of Tillson burg shall have sixty (60) days from the receipt of an offer made by the Owner under this subclause, to accept such offer which acceptance shall be in writing. If the Town of Tillsonburg does not accept an offer to sell made by the Owner under the provisions of this subclause, the Town of Tillsonburg's right of first offer shall terminate. For greater clarity , the Town of Tillsonburg's right of first offer set out herein shall be of no force and effect at such time as the exterior fo the building on the Property is substantially completed. For the purpose of this Section 1 (d), "fair market value" shall be the value of the Property as improved as determined by an arms length third party accredited appraiser appointed by the Owner. 2 . Development Standards (a) Unless otherwise approved by the Town of Tillsonburg in their sole and absolute discretion acting reasonably through the Town's Site Plan Approval pro cess , the Owner shall not construct a building unless the exterior of the wall or walls of any building or structure facing any municipal street is constructed of a minimum sixty (60) percent brick, precast stone, glass, pre-cast concrete or alternative non-steel materials including, but not limited to, stainless steel ; decorative glazed terracotta ; ceramic veneer; precast concrete panel ; aluminum; bronze ; steel with protective glazed enamel; or, porcelain finish . For greater certainty , the Owner shall be deemed to have satisfied this covenant upon rece i pt of the necessary approvals from the Town of Tillsonburg . (b) The Owner hereby acknowledges that it is aware that the Property is designated as within a site plan control area. The Owner shall not commence any construction or use the Property until site plan approval has been obtained. The ext ernal building materials used on any building to be constructed on the Property must be approved in writing in advance by the Town of Tillsonburg as part of such site plan control approval process. 3. Assignment of Covenants (a) The Owner acknowledges and agrees that the covenants and restrictions herein shall run with the title to the Property . Th e Owner, for itself, its successors, heirs, and assigns in title from time to time of all or any part or parts of the Property will observe and comply with the stipulations, restrictions, and provisions herein set forth (the "Restrictions "), and covenants that noth ing shall be erected, fixed, placed or done upon the Property or any part thereof in breach or in violation or ci trary Buyer's Initials or Seller's Initial s I ~ I to the Restrictions and that the Owner will require every subsequent purchaser or every successor in title to assume and acknowledge the binding effect of this document, as well as, covenant to observe and comply with the Restrictions and other covenants herein . 4 . Force Majeure (a) If the Owner shall be unable to fulfill, or shall be delayed or restricted in fu lfilling any of the obligations set out herein due to any act or neglect of the Town of Tillsonburg or any of its employees , or due to strikes , walkouts , lockouts, fi re, pandemics , unusual delay by common carriers , or by any other cause beyond the Owner's reasonable control, then the time for fulfilling any such obligations shall be extended for such reasonable time as may be required by the Owner to fulfill such obligation. 5. Right to Waive Notwithstanding anything herein contained , the Town of Tillsonburg and its successors shall have the power by instrument or instruments in writing from time to time to waive , alter or modify the herein covenants and restrictions with respect to their application to any part of the Property without notice to or approval from the Owner or notice to or approval from the owners of any other adjacent or nearby lands. 42072590.3 Buyer's Initials O?