2022-021 Schedule AAGREEMENT OF PURCHASE AND SALE (the “Agreement” or “APS”)
BETWEEN
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the “Vendor")
-and-
Prince Estates 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:
SECTION I l GENERAL
The Purchaser agrees to purchase the Property and the Vendor agrees to sell the Property
according to the terms of this Agreement.
1.
2.In consideration of the agreement referred to in the preceding paragraph, the Purchaser shall
pay to the Vendor a Price of Two-Hundred and Forty-Three Thousand Dollars ($243,000.00).
The estimated area of the Property is 4.86 acres.
The Purchase Price shall be paid as follows:3.
Twenty Five Thousand Dollars ($25,000.00) deposit is payable by the Purchaser by
certified cheque upon Acceptance of this Agreement, to be held on an interest free
basis by 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
(a)
(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.
SECTION II - PURCHASE OF PROPERTY
4.Irrevocable Date
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.
(a)
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.
(b)
This APS shall be irrevocable and open for acceptance by the Vendor until 6:00 p.m.
on the 28“' day of, 2022 (“Acceptance”), and when accepted shall constitute a
(c)
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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 deduction without.
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.
Completion Date7.
(a)The closing of this transaction shall take place by April 15th, 2022, 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.
Documents, Reports and Information
(a)The Vendor will produce and deliver to the Purchaser within twenty-eight (28) days of
Acceptance of the APS 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 III n CONDITIONS, REPRESENTATIONS AND WARRANTIES
9.Provision of Company Information and Development Plans
(a)The Purchaser agrees to provide the following information about their company and
development plans for the property in the form of a Letter of Intent, on corporate
letterhead, for review by the Vendor as part of their consideration in terms of entering
into an agreement with the Purchaser. Should the Purchaser’s plans change in any
manner that is material, the Purchaser shall provide an update to the Vendor, in
writing, thirty (30) days prior to the scheduled closing date, or, if after the closing date,
at least thirty (30) days prior to the one year anniversary of the closing date;
Purchasing company description and relationship to the operating company (if
different);
(i)
Articles of Incorporation detailing shareholders;(ii)
Description of the products and services provided by the operating company;(iii)
Information on proposed development plan and timing;(iv)
(V)Initial building sizes and potential future expansions; and
Estimated initial and potential future employment.(Vi)
Property Not for Resale10.
(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.
Development Covenants and Restrictions11.
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
(a)
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closing, the Purchaser covenants and agrees to consent to the registration of the
covenants and restrictions after closing.
12.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.
13. 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.
14.Reasonable Assistance
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.
(a)
15.‘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 April 1st 2022 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.
SECTION IV - PRIOR TO COMPLETION DATE
16.Purchaser May Inspect the Property
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.
(a)
17.Insurance
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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,
(a)
SECTION V n COMPLETING THE TRANSACTION
18. Examination of Title
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".
(a)
(b)The Purchaser is allowed until one week prior to closing 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.
Survey or Reference Plan19.
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.
20.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.
21. Harmonized Sales Tax
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;
(a)
(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
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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 this transaction and penalty and interest relating to
HST: and
(4)
a notarial true copy of its HST registration confirmation.(5)
22,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 shall be apportioned and allowed to the Completion Date, the day itself to be
apportioned to the Purchaser.
23.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;
a Statutory Declaration by an authorized officer of the Vendor stating that
accurateness and truthfulness of all of the representations and warranties:
(iii)
(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:
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;
(V)
(Vi)certified copies of all appropriate certificates, by-laws and other documents of
Vendor authorizing the transaction herein; and
such further documentation and assurances as the Purchaser may reasonably
require to complete the transaction contemplated by the APS.
(vii)
24.Deed/Transfer
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.
(a)
25.Electronic Registration
The parties agree that the transaction shall be completed by electronic registration
pursuant to Part III 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
(a)
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Document Registration Agreement adopted by the Joint LSUC-OBOA Committee on
Elective Registration of Title Documents.
SECTION VI n MISCELLANEOUS
26.Entire Agreement
(a)There is no representation, warranty, collateral agreement or condition affecting this
Agreement of the Property other than expressed herein.
Acceptance by Fax or Email27.
(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 signatures and documents to be legal and
binding upon them.
Counterparts28.
(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.
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 (Should this be changed to the Town only in order to reflect current
practice, which seems to be working?) for the person to whom such notice is intended
to be given at the following addressed:
Solicitors for the Vendor:
Duncan, Linton LLP
ATTENTION; Adrian Rosu
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 And Gilvesy
ATTENTION: Lisa Gilvesy
6
107 Broadway Street Tillsonburg ON
Phone; (519)842-9017
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.Schedules
(a)The following Schedules shall form an integral part of this Agreement:
(i)Schedule "A" Description of the Property:
Schedule "B'' Purchaser Conditions;
Schedule “C" Easement; and,
Schedule “D" Development Covenants.
(ii)
(Hi)
(iv)
34.Successors and Assigns
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.
(a)
35.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.
IN WITNESS WHEREOF the Purchaser has executed this Agreement:
inDated at Ontario this day of 2022.
**
Per;
Napne:
Title:
Name;
Title:
lA/Ve have authority to bind the Corporation.
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The Vendor hereby accepts this Agreement according to its terms.
Dated at Tillsonburg, Ontario this _ day of 2022.
/IN WITNESS WHEREOF the Vendor has executed this Agreemei
The Corner^
Tillsonb^g
Michelle Smibert ' ^
Clerk
We have authority to bind The Corporation
of the Town of Tillsonburg.
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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 Tilisonburg in the County of Oxford, as highlighted below and to be described by a new
reference plan;
h m 9T
S« 49 ft W)\
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SCHEDULE “B” - PURCHASER CONDITIONS
The transaction of purchase and sale contemplated herein shall be subject to the fulfillment
of the following terms and conditions on or before April 1st 2022 , which terms and conditions
are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the
Purchaser. If the conditions are not fulfilled or waived then the deposit shall be returned and
Agreement arising from the offer shall be at an end and all parties released from their
obligations:
1.
A) The Buyer examining suitability of the proposed project including but not limited to the
financial feasibility, including such items as costing for the proposed building site work or
other factors that will influence the Buyers ability to see the project to completion all i their
sole and absolute discretion. This condition is included for the benefit of the Buyer and may
be waived at their sole option anytime within the conditional time period. If notice is not given
to the Sellers representative within the conditional time period then this offer shall become
null and void and the deposit returned to the Buyer in full without deduction or penalty.
B) The sale of the Buyers present property/location. This condition is included for the benefit of
the Buyer and may be waived at their sole option anytime within the conditional time period.
If notice is not given to the Sellers representative within the conditional time period then this
offer shall become null and void and the deposit returned to the Buyer in full without
deduction or penalty.
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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.
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.
3.
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.
The Town, by the acceptance and registration of the within easement, agrees to be bound by
the terms and provisions contained herein.
4.
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.
5.
6. This is an easement in gross.
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SCHEDULE “D” - DEVELOPMENT COVENANTS
Title Control1.
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 twenty percent (20%)
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.
(a)
(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 Tillsonburg (the “Town of Tillsonburg"), in writing, an extension of the time
specified in subclause l.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 Tillsonburg 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 l.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.
If the Owner does not comply with the provisions of subclause l.a) above within the
periods therein specifically set out or within the Extended Time, the Owner, will, at the
option of the Town of Tillsonburg 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 Tillsonburg. The Town of
Tillsonburg shall not be required to pay for any improvements that may have been
made, constructed, installed or performed by the Owner on the Property.
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
(c)
(d)
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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 limitation contained in this subclause, will expire upon the
Owner fulfilling all of the building requirements as set out in subclause l.a) and 1.b)
above.
2.Town of Tillsonburg Option on Vacant Portion of Land
(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.
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.
(b)
(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 lax, registration costs, legal fees and such other costs shall
be at the cost of the Town of Tillsonburg,
This option expires ten (10) years from the Completion Date.(d)
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 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.
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.
(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 external 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.
(c)
4.Assignment of Covenants
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, fixed, placed or done
upon the 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 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, and the surviving provisions of this Agreement of Purchase
and Sale.
(a)
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Force Majeure5.
If the Owner shall be unable to fulfill, or shall be delayed or restricted 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, 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.
(a)
Right to Waive6.
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.
(a)
14