2021-033 Schedule APa ge I
AGREEMENT OF PURCHASE AND SALE (the "Agreement" or "APS")
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Vendor")
-and-
North Ridge Realty (2020) Inc
(the "Purchaser'')
WHEREAS the Vendor is the owner, in fee simple, of the lands and premises described in Schedule
"A" (the "Property");
NOW THEREFORE IN CONSIDERATION of the mutual covenants and premises in this Agreement,
the parties agree as follows:
1 .
2 .
3.
SECTION I -GENERAL
The Purchaser agrees to purchase the Property and the Vendor agrees to sell the Property
according to the terms of this Agreement.
In consideration of the agreement referred to in the preceding paragraph, the Purchaser shall
pay to the Vendor a Purchase Price calculated at fifty-five thousand Dollars ($55 ,000) per acre.
The estimated area of the Property is two acres and the estimated total Purchase Price is one
hundred ten thousand Dollars ($ 110,000), The final total Purchase Price shall be determined
by the actual lot area of the Property confirmed by on Ontario Land Surveyor. The final total
Purchase Price shall be adjusted based on the determined actual lot area.
The Purchase Price shall be paid las follows:
(a) Twelve thousand Dollars ($12,000) deposit is payable by the Purchaser by ce rtified
cheque upon Acceptance bf this Agreement, to be held on an interest free basis by the
Solicitor for the Vendor as ia deposit pending completion of this transaction on ac count
of the Purchase Pri ce on completion , or if this Agreement is not completed through no
fault of the Purchaser, the !deposit shall be returned to the Purchaser; and
(b) the balance of the Purchase Price, subject to adjustments, shall be paid to the Vendor
on the Completion Date, b1 certified cheque or bank draft.
SECTION II PURCHASE OF PROPERTY
4 . Irrevocable Date
(a)
(b)
This APS shall be irrevocable and o pe n for acceptance by the Vendor until 6:00 p.m.
on the gth day of March, ~021 ("Acceptance"), a nd when ac cepted shall con stitute a
binding contract of purcha~e and sal e, otherwise the APS shall be null and void and all
I
de posit monies paid sha ll be returned to the Purcha ser without de duction.
Ac cepta nce sha ll mean t~e date upon which the Mayor and Clerk of the Town o f
Tillsonburg , or such other persons as the Vendor may authorize from tim e to time, s ign
a nd execute this APS subsequent to th e require ment th at th e Coun c il of The
Corporation of the Town d f Tillsonburg has passed a resolution or by-law au orizing
and a pproving th e sale of th e Property to the Purcha ser pursuant to the ter of thi s
APS.
Buyer's Initials..,&~ -Jr-
( 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 Act, 2001,
S.O. 2001, c. 25 as amended and the approval of the Council of The 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 within 21 days of the Plan of
Subdivision being registered, 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 by April 30, 2021 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 111 -CONDITIONS, REPRESENTATIONS AND WARRANTIES
9. "As Is" Condition
(a) The Purchaser acknowledges that it is acquiring the Property in an "as is" condition and
that it must satisfy itself by June 30, 2021 regarding the condition of the Property
including, but not limited to, all existing physical conditions of this Property,
environmental conditions, fitness for any purpose, suitability for construction, soil
bearing capacity for any building proposed, and the availability of municipal services
and utilities necessary for the Purchaser's proposed use of the Property. The
Purchaser acknowledges that the Vendor shall not be responsible for any physical
deficiencies of the Property or for any past, present or future environmental liabilities
and hereby waives any claims against the Vendor in respect of any environmental
liabilities on the Property. The Purchaser agrees to sign a release and indemnity in
favour of the Vendor on or before closing with respect to matters set out in the
preceding sentence. If the Purchaser is for any reason whatsoever dissatisfied with
the Property, it shall deliver written notice to that effect to the Vendor by no later than
the time specified herein, and this Agreement shall be terminated and the deposit shall
be returned to the Purchaser without interest or deduction. If the Vendor is notified
that the condition of the Property is not satisfactory, then the Purchaser shall, prior to
receiving its deposit monies back and prior to being entitled to a full release from the
Vendor with respect to this Agreement, restore the Property to its original condition as
it existed prior to such testing or inspection by the Purchaser, at the Purchaser's sole
expense . If the Purchaser fails to deliver written notice to the Vendor within the time
specified herein regarding this condition, this condition shall be deemed to have been
waived by the Purchaser.
10. Other Conditions
(a) This APS and completion of this transaction is subject to the conditions set out in
Schedule "B".
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11. Investigation by the Purchaser
(a) The Purchaser acknowledges having inspected the Property prior to executing the APS
and understands that upon Acceptance by the Vendor, and subject to any conditions
herein, there shall be a binding agreement of purchase and sale between the Purchaser
and the Vendor. It shall be the Purchaser's responsibility to provide, at its own expense,
any soil bearing capacity tests or environmental inspection, as may be required or
desired, and the Vendor shall grant the Purchaser access for such testing or inspection
at all reasonable times, on reasonable notice, for the purpose of conducting reasonable
inspections.
12. Future Use
(a) The Vendor and the Purchaser agree that there is no condition, express or implied,
representation or warranty of any kind that the future intended use of the Property by
the Purchaser is or will be lawful except as may be specifically stipulated elsewhere in
this Agreement.
13. Provision of Plans
(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.
14. 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
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.
15. Development Covenants and Restrictions
(a) The Property shall be subject to the development covenants and restrictions more
particularly set out in Schedule "D" attached to this APS, which shall survive the
completion of this transaction and run with the Property. The development covenants
and restrictions shall be registered on title by the Vendor. In the event that the said
covenants and restrictions are not registered on title to the Property on or before
closing, the Purchaser covenants and agrees to consent to the registration of the
covenants and restrictions after closing.
16. Property Not for Resale
(a) The Purchaser covenants that it is purchasing the Property for the construction of a
building and not for the purpose of resale of vacant land .
SECTION IV-PRIOR TO COMPLETION DATE
17. Purchaser May Inspect the Property
(a) The Purchaser, its agents and contractors shall be permitted to inspect the Property
and any buildings as frequently as is reasonably necessary between the date of
Acceptance and the Completion Date at reasonable times and upon reasonable notice
to the Vendor.
18. 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
Buyer's lnitialW K / Jr
19. 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.
20. 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.
21. 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.
22. Letters and Reports from Officials of the Vendor
(a) On or before the requisition 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.
23. 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.
Any required easement shall be in the form set out in Schedule "C".
(b) The Purchaser is allowed until June 30, 2021 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 waive, 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.
24. 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.
25. 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 improveme nts, water and assessme
shall be apportioned and allowed to the Completion Date, the day itsel
apportioned to the Purchaser.
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26. Deliveries by the Vendor To The Purchaser on Closing
(a) The Vendor covenants and agrees to deliver to the Purchaser on the Completion Date,
all such deliveries to be a condition of the Purchaser's obligation to close this
transaction, the following:
(i) a deed/transfer of the Property;
(ii) any survey or reference plan of the Property in the possession of the Vendor;
(iii) a Statutory Declaration by an authorized officer of the Vendor stating that
accurateness and truthfulness of all of the representations and warranties;
(iv) 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;
(v) 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;
(vi) certified copies of all appropriate certificates, by-laws and other documents of
Vendor authorizing the transaction herein; and
(vii) such further documentation and assurances as the Purchaser may reasonably
require to complete the transaction contemplated by the APS.
27. 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) it is registered for the purpose of the HST on the Completion Date and
specifying the HST registration number;
(2) 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;
(3) 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;
(4) an indemnity, indemnifying and saving harmless the Vendor from any
HST payable on this transaction and penalty and interest relating to
HST; and
(5) a notarial true copy of its HST registration confirmation.
SECTION VI • MISCELLANEOUS
28. Entire Agreement
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(a) There is no representation, warranty, collateral agreement or condition affecting this
Agreement of the Property other than expressed herein.
29. 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 bank draft may be tendered instead of cash.
30. Time of Essence
(a) Time shall be of the essence of this Agreement.
31. Planning Act
(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.
32. 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, addressed to the
solicitor for the person to whom such notice is intended to be given at the following
addressed:
Solicitors for the Vendor:
Duncan, Linton LLP
45 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: 519-842-9431
Solicitors for the Purchaser:
Jenkins & Gilvesy
ATTENTION: Lisa Gilvesy
107 Broadway
Tillsonburg, ON N4G 3P5
Fax: (519) 842-3394
If mailed , such notices must also be given by facsimile transmission on the date it was
so mailed. If so given, such notices shall be deemed to have been received on the first
business day following the date it was delivered or marked mailed out.
33. 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 elect, and the Vendor agrees to complete the transaction
contemplated 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.
34. Schedules
(a) Th e following Schedules shall form an integ ral part of this Agreement:
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(i) Schedule "A" Description of the Property;
(ii) Schedule "B" Conditions;
(iii) Schedule C" Easement; and,
(iv) Schedule "D" Development Covenants.
35. Acceptance by Fax or Email
(a) The Purchaser and Vendor acknowledge and agree that the communication of this
Agreement of Purchase and Sale may be transmitted by way of facsimile or electronic
mail, and that they agree to accept such s ignatures and documents to be legal and
binding upon them .
36. 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 considered to be the same documents.
37. 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.
38 . Access and Services
(a) The parties acknowledge and agree that the road (Clearview Drive South) and
municipal services (to the lot line) shall be installed by the Vendor on the Completion
Date, or if not on the Completion Date within si xty (60) days of the Completion Date.
Buyer's Initials 6 w. ,/ ~
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IN WITNESS WHEREOF the Purchaser has executed this Agreement:
Dated at Tillsonburg , Ontario this 22nd day of February 2021.
North Ridge Realty (2020) Inc.
Per: Linda M. Carpani
~ ;/?{ ~/?4.'74 . N;~e: Lind8:carpani
Ti~
Nam:ancarpani
Title: Vice President
I/We have authority to bind the Corporation.
The Vendor hereby accepts this Agreement according to its terms.
Dated at Tillsonburg , Ontario this ___ day of ______ , 2021 .
IN WITNESS WHEREOF the Vendor has executed this Agr
Buyer's Initials ,fo-.u A-
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Michelle Smibert '
Clerk
We have authority to bind The Corporation
of the Town of Tillsonburg.
SCHEDULE "A" -LEGAL DESCRIPTION OF THE PROPERTY
ALL AND SINGULAR that certain parcel or tract of land and premises situated, lying and being in the
Town of Tillson burg in the County of Oxford, being compromised of: Part of Lot 2. Concession 5 North
of Talbot Road, and to be described by a new reference plan:
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SCHEDULE "B" -PURCHASER CONDITIONS
1. Should registration of the Plan of Subdivision be delayed, the Town of Tillsonburg agrees to
enter into a separate agreement with the Purchaser enabling access to the subject lands in
order to enable the Purchaser to start construction and meet its commitments with respect to
tenant agreement.
Buyer's Initial~
SCHEDULE"C"-EASEMENT
TERMS AND PROVISIONS OF THE EASEMENT:
I. The Owner hereby grants, conveys and confirms 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 lands herein described at any time for the purposes of constructing,
installing and maintaining all municipal services of any kind (including water distribution pipes and
sanitary and storm sewers) in, under, over and upon the said lands, and with the further and continuing
right to the Town, its successors and assigns, and its servants, agents and workers to enter upon the
lands at any time to construct, repair, correct, operate, replace and maintain at all times in good
condition and repair the municipal services and for every such purpose the Town shall have access
to the said lands at all times by its agents, servants, employees and workers.
2. The Town covenants and agrees that, upon completion of any work undertaken hereunder,
the Town will restore the areas of land upon which it has performed work to the same condition as
that in which the lands were found prior to the commencement of the work.
3. The Owner covenants with the Town to keep the lands herein described free and clear of any
trees, buildings, structures or other obstructions which may limit the use, operation , repair,
replacement or maintenance of the easement and to use the lands herein described only in a manner
and for purposes not inconsistent with the exercise of the rights created by this indenture and without
limiting the generality of the foregoing, only as a yard, lawn, garden, flowerbed, roadway, driveway or
parking area and the Owner agrees not to do or suffer to be done anything which might injure any of
the works of the Town hereon.
The term "building" as set out herein shall specifically include any window sills, chimney
breasts, cornices, eaves or other architectural features projecting from the first floor of the building but
shall not include window sills, chimney breasts, cornices, eaves or other architectural features
projecting from the second floor of the building by less than two (2) feet and such second floor
projections shall be specifically authorized and allowed to encroach upon the lands herein described.
4 . The Town, by the acceptance and registration of the within easement, agrees to be bound by
the terms and provisions contained herein.
5. The burden and benefit of this easement shall run with the lands herein described and shall
extend to and be binding upon and enure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
6. This is an easement in gross.
7. The location of the easement (if requ ired) shall be specified as a PART or PARTS on the
Reference Plan.
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1. Title Control
SCHEDULE "D"
DEVELOPMENT COVENANTS
(a) The owner or owners of the property (the "Owner'') upon which these development
covenants attach (the "Property") covenants and agrees that it may not use the
Property for its intended use and may not retain ownership of the Property unless the
Owner has constructed a building for such use including obtaining a building permit for
a permanent building with a minimum building coverage of sixteen percent (16%) of
the total area of the Property. The Owner further covenants and agrees to commence
construction of a permanent building on the Property which complies with the permitted
uses of the Property's zoning within one (1) year of the date the Owner took title to the
Property being the date of registration of transfer (the "Completion Date") and to
substantially complete the construction of the said building in conformity with an
approved site plan within two (2) years from the Completion Date of this transaction.
(b) In the event that the Owner has not obtained a building permit in accordance with the
provisions of subclause 1.a) above, the Owner may request from The Corporation of
the Town of Tillson burg (the "Town of Tillson burg"), 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 payment by the Owner to the Town of
Tillson burg of a performance deposit equal to ten ( 10%) percent of the purchase price
of the Property (the "Performance Deposit"). The Performance Deposit shall be
refunded to the Owner, without interest, 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 Time, 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 does not comply with the provisions of subclause 1.a) above within the
periods therein specifically set out or within the Extended Time, the Owner, will, at the
option of the Town of Tillson burg by notice in writing to the Owner, re-convey good title
to the Property to the Town of Tillsonburg, free and clear of all encumbrances, in
consideration for payment by the Town of Tillsonburg to the Owner of 90% of the
purchase price paid by the Owner to the Town of Tillsonburg for the conveyance of the
Property in the first instance (the "Discounted 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 Discounted Consideration all of its
reasonable costs, realty commission and legal fees incurred with respect to the original
conveyance of the Property by the Town of Tillsonburg to the Owner, as well as the
costs of the Town of Tillsonburg in re-acquiring the Property, including without
limitation, realty commission, registration costs, land transfer tax, legal fees and such
other costs as reasonably incurred by the Town of Tillson burg. The Town of Tillson burg
shall not be required to pay for any improvements that may have been made,
constructed, installed or performed by the Owner on the Property.
(d) Subject to subclause 1.c) above, the Owner covenants that it will not sell the Property
or any part thereof to any person, firm or corporation without first offering, in writing, to
sell the Property to the Town of Tillsonburg for consideration equal to or less than the
consideration paid by the Owner to the Town of Tillsonburg in the original conveyance
of the Property less the costs of the Town of Tillsonburg incurred in re-acquiring the
Property, including without limitation, real estate commission, land transfer tax,
registration costs, legal fees and such other costs as reasonably incurred by the Town
of Tillsonburg, provided however that the Owner may sell or transfer the Property to a
subsidiary or affiliate corporation as defined in the Business Corporations Act, R.S.O.
1990, c.B.16 as amended, provided such subsidiary assumes and confirms its
acceptance of the within covenants and restrictions and expressly undertakes in writing
to comply with them in such form as the Town of Tillsonburg may require. The Town
of Tillsonburg shall have ninety (90) 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 to repurchase the
Property so offered shall terminate. However, the remaining provisions of this clause 1
as well as other provisions herein shall continue in full force and effect. The limi tion
contained in this subclause, will expire upon the Owner fulfilling all of the riding
requirements as set out in subclause 1.a) and 1.b) above.
2. Town of Tillsonburg Option on Vacant Portion of Land
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(a) The Town of Tillsonburg shall have the option to repurchase such vacant portion of the
Property not used by the Owner for the construction building(s) thereon provided such
land is not reasonably ancillary to the Owner's use and occupation of the said building .
(b) This option shall only be exercisable if the Owner has not constructed permanent
buildings with a minimum building coverage of thirty percent (30%) of the total area of
the Property.
(c) The option shall be exercisable by the Town of Tillsonburg for consideration equal to
the per square foot consideration paid by the Owner to the Town of Tillsonburg in the
original conveyance of the Property. Any costs incurred by the Town of Tillsonburg in
re-acquiring the subject portion of the Property, including without limitation, real estate
commission, land transfer tax, registration costs, legal fees and such other costs shall
be at the cost of the Town of Tillsonburg.
(d) This option expires ten (10) years from the Completion Date.
3. Development Standards
(a) The Owner shall not construct and maintain 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 terra
cotta; ceramic veneer; precast concrete panel; aluminum; bronze; steel with protective
glazed enamel; or, porcelain finish and subject to approval by the Town of Tillsonburg,
in their sole and absolute discretion , acting reasonably , through the Town's Site Plan
Approval process .
(b) The Owner shall not use the Property unless any portion of any area of the Property to
be used for open storage shall not be left so that any area is unenclosed , and any such
areas shall be enclosed and designed so that the storage area is not visible from any
municipal street. No storage shall be permitted within any set back area as set out in
the Town of Tillsonburg Zoning By-Law, nor in front of any building or structure facing
any municipal roadway.
( c) The Owner hereby a cknowledges 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 external building materials
used on any building to be constructed on the Property must be approved in writing in
advance by the Town of Tillson burg as part of such site plan control approval process .
4. Assignment of Covenants
(a) The Owner acknowledges and agrees that the covenants and restrictions herein shall
run with the title to the Property. The 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 nothing shall be erected , fi xed, placed or done upon
th e Property or any part thereof in breach or in violation or contrary to the Restrictions
or the provisions of the agreement of purchase and sale between the Owner and the
Town of Tillsonburg and that the Owner will require every subsequent purchaser or
eve ry successor in title to assume and acknowledge the binding effect of this doc ument,
as well as, covenant to ob s erve and comply with the Restrictions and other covenants
herein, and the surviving provisions of this Agreement of Purchase and Sale .
5 . Force Majeure
(a) If the Owner s hall be unabl e to fulfill, or shall be delayed or re stricted in fulfilling 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, fire, unus ual delay by
common carriers, or by any other cause beyond the Owner's reasonable control , then
th e tim e for fulfilling any su c h obligation s shall be exte nded for such rea sonable tim e
as may be required by the Owner to fulfill such obligation.
6. Right to Waive
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(a) 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.
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