135265-1
LAND TITLE ACT
FORM C
(Section 219.81)
Province of British Columbia
GENERAL INSTRUMENT - PART 1 (This area for Land Title Office use) Page 1 of 8 Pages
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1 . APPLICATION: (Name, address, phone number and signature of applicant, applicant's solicitor or agent)
Marlene Tolman, Legal Secretary, Gordon & Company, Barristers and Solicitors, Box 800, 202 -
8309 Main Street, Osoyoos, B.C. VOH 1 VO 495-6508, Client Number 10534
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2. PARCEL IDENTIFIERS) AND LEGAL DESCRIPTIONS) OF LAND:
(PI D) (LEGAL DESCRIPTION)
012-412-660 Lot 1, DL 4589, Kootenay District, Plan 18084
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3. NATURE OF INTEREST:
DESCRIPTION DOCUMENT REFERENCE PERSON ENTITLED TO INTEREST
(page and paragraph)
Right to Purchase
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4. TERMS: Part 2 of this instrument consists of (select one only)
(a) Filed Standard Charge Terms D.F. No.
(b) Express Charge Terms X X Annexed as Part 2
(c) Release There is no Part 2 of this instrument
A selection of (a) includes any additional or modified terms referred to in item 7 or in a schedule annexed to this instrument.
If (c) is selected, the charge described in Item 3 is released or discharged as a charge on the land described in item 2.
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5. TRANSFEROR(S):*
514592 B.C. LTD. (Inc. No. 514592)
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6. TRANSFEREE(S): (Including occupation (s), postal addresses) and postal code (s))
R.P.M.J. CORPORATE COMMUNICATIONS LIMITED (Inc. No. 525560), a body corporate, of R.R.2,
Site 33, Comp. 9, Osoyoos, British Columbia, VOH 1 VO.
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7. ADDITIONAL OR MODIFIED TERMS:*
N/A
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8. EXECUTION(S): * *This instrument creates, assigns, modifies, enlarges, discharges or governs the priority of
the interest(s) described in Item 3 and the Transferor(s) and every other signatory agree to be bound by this instrument, and
acknowledge(s) receipt of a true copy of the filed standard charge terms, if any.
EXECUTION DATE
OFFICER SIGNATURE(S) - Y M D PARTY(IES) SIGNATURES)
514592 B.C. LTD. by its authorized signatory:
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OFFICER CERTIFICATION:
Your signature constitutes a representation that you are a solicitor, notary public or other person authorized by the Evidence
Act, R.S.B.C. 1979, c. 116, to take affidavits for use in British Columbia and certifies the matters set out in Part 5 of the Land
Title Act as they pertain to the execution of this instrument.
* If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E.
** If space insufficient, continue executions on additional page(s) in Form D
LAND TITLE ACT
FORM D
EXECUTIONS CONTINUED Page 2
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Officer Execution Date Party(ies)
Signature(s) Y M D Signature(s)
R.P.M.J. CORPORATE COMMUNICATIONS LIMITED by its
authorized signatory:
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OFFICER CERTIFICATION:
Your signature constitutes a representation that you are a solicitor, notary
public or other person authorized by the Evidence Act, R.S.B.C. 1979, c. 116, to
take affidavits for use in British Columbia and certifies the matters set out in
Part 5 of the Land Title Act as they pertain to the execution of this
instrument.
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PART 2
THIS AGREEMENT made the day of May, 2000.
BETWEEN:
514592 B.C. LTD. (Inc. No. 514592),
a body corporate, 1033 - 3rd Avenue,
Prince George, British Columbia,
V2L 3E3.
(hereinafter called the "Vendor")
OF THE FIRST PART
AND:
R.P.M.J. CORPORATE COMMUNICATIONS LIMITED (Inc. No.
525560), a body corporate, R.R.2, Site 33, Comp. 9,
Osoyoos, British Columbia, VOH 1V0.
(hereinafter called the "Purchaser")
OF THE SECOND PART
WITNESS that the Vendor agrees to sell to the Purchaser and the Purchaser agrees
to purchase from the Vendor the lands and premises described in Item 2 of the
Form C annexed hereto-(the said "Lands") for the sum of one Million
($1,000,000.00) Dollars of lawful money of Canada (the "purchase monies")
payable by the sum of Two Hundred Thousand ($200,000.06) Dollars on the
execution hereof (the receipt of which the Vendor hereby acknowledges) and the
balance as follows:
A portion of the balance owing in the amount of $145,000.00 together with
interest thereon at the rate of 6.0% per annum, calculated monthly, not in
advance, from the 15th day of May, 2000 shall become due and payable on July 15,
2000.
The remaining balance owing in the amount of $655,000.00 together with
interest thereon at the rate of 1.0% above the Prime
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Interest Rate of Royal Bank of Canada, Prince George, British Columbia, in
effect from time to time, calculated monthly, not in advance, from the 15th day
of May, 2000 on the balance remaining from time to time unpaid, shall be paid in
monthly instalments of $6,800.00 including interest on the 5th day of each month
commencing on the 5th day of June, 2000 with the balance outstanding to become
due and payable on May 15, 2002.
In the event that it may be necessary at any time for the Vendor to prove
the Prime Interest Rate of Royal Bank of Canada, Prince George, British Columbia
applicable as at any time or times a certificate in writing of the manager for
the time being of the branch or unit of Royal Bank at 550 Victoria Street,
Prince George, British Columbia setting forth the Prime Interest Rate of Royal
Bank of Canada as at any time or times shall be conclusive evidence as to the
Prime Interest Rate of Royal Bank of Canada as set forth in the certificate.
Purchaser's Covenants and Agreements
The Purchaser covenants and agrees with the Vendor that:
1. it will duly pay or cause to be paid to the Vendor the purchase monies as
provided above with interest;
2. it will duly pay all taxes, rates, levies, assessments and other impositions,
whatsoever rated, charged, assessed or imposed on the said Lands including all
those relating to machinery, equipment or chattels at any time of the said
Lands;
3. it will insure and keep insured against the risk of fire all buildings on, or
comprised in the said Lands for their full insurable value with loss payable to
the Vendor; it will, on demand, assign, transfer and deliver over to the Vendor
all such policies; the Vendor shall not be bound to insure the said Lands or pay
any insurance premiums nor shall the Vendor be liable or responsible for any
loss arising out of any defect in any policy or failure of any insurer to pay
for any loss;
4. it will not commit voluntary or permissive waste on the said lands;
5. it will pay to the Vendor upon request all costs, charges and expenses of and
incidental to any and all proceedings taken by the Vendor to enforce this
Agreement and any remedies hereunder for
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breach by the Purchaser of any of its obligations under this Agreement. All such
costs, charges and expenses shall be determined and paid to the Vendor on a
solicitor-client basis;
6. if the Purchaser defaults in payment of any insurance premiums, amounts due
under liens or encumbrances against the said lands, or any monies required to be
paid under this Agreement by the Purchaser, then the Vendor may pay any of the
same and every such payment shall bear interest at the said rate, shall
constitute a charge on the said Lands and shall be paid to the Vendor on demand
with accrued interest.
Vendors Covenants and Agreements
The Vendor covenants and agrees with the Purchaser:
1. that upon performance by the Purchaser of each and every covenant, condition
and agreement herein on the part of the Purchaser to be observed or performed,
the Vendor will convey or cause to be conveyed by good and sufficient transfer
the said Lands free from charges and encumbrances except for the charges set out
on the schedule of lands attached hereto, local improvements, assessments,
taxes, sewer and water rates from and after the date thereof, the conditions and
reservations in the Crown Grant thereof and the charges, if any, granted or
permitted by the Purchaser;
2. that it will permit the Purchaser to occupy and enjoy the said Lands until
default, if any, made of any covenants, conditions or agreements herein on the
part of the Purchaser to be observed or performed or in payment of the purchase
monies of any interest thereon;
3. The Vendor covenants and agrees to pay or cause to be paid as they become due
all payments whether for principal, interest, taxes or otherwise under or by
virtue of the prior financial charges including mortgages and statutory charges
and will otherwise observe, perform and comply with the covenants, provisos and
agreements therein contained; and the Vendor covenants with the Purchaser to
save it harmless and indemnify it from and against the payment of monies secured
by the said prior financial charges; and the parties hereto agree that if the
Vendor should default in the payment of monies secured by the said prior
financial charges or in the performance of any of the covenants under the said
prior financial charges, the Purchaser may at its option make any payment or
cure any default under the prior financial charges and any
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amount or amounts so paid together with all costs, charges, expenses and outlays
of the Purchaser thereby incurred shall be credited (on the date of payment of
the cost, charge, expense or outlay) in reduction of the principal balance
hereby secured.
Mutual Covenants and Agreements
The parties mutually covenant and agree as follows:
1. if the Purchaser sells or agrees to sell or otherwise dispose of the said
Lands or any part thereof the whole of the principal sum then remaining unpaid
shall, at the option of the Vendor, notwithstanding any other provisions in the
Agreement for Sale contained, forthwith become due and payable;
2. the cost of preparing the said Freehold Transfer and of conveying the said
Lands to the Purchaser shall be paid by the Purchaser;
3. time shall be of the essence of this Agreement. In the event of default of
due payment of the purchase monies or interest or any other default hereunder,
on the part of the Purchaser, the Vendor at his option and in addition to his
other remedies, may give to the Purchaser thirty (30) days' written notice of
such default. If the default shall not have been remedied within thirty (30)
days of receipt of such notice by the Purchaser, then this Agreement shall
thereupon be null and void and of no effect. The Vendor shall thereupon have the
right to re-enter and take possession of the said Lands and the monies paid to
the Vendor under this Agreement on account of the purchase price of the said
Lands shall be retained by the Vendor as liquidated and ascertained damages.
Further in the event of such default, the Vendor shall have the right to sell
and convey the said Lands to any Purchaser thereof upon expiration of the said
thirty (30) days notice;
4. if default is made in payment of the purchase monies or interest thereon or
performance of any covenant, agreement or condition on the part of the Purchaser
to be performed and such default shall continue for a period of thirty (30) days
after notice thereof by the vendor to the Purchaser, then the whole of the
purchase monies, interest and all other monies unpaid hereunder shall forthwith,
at the option of the Vendor, become due and payable;
5. the Vendor shall have the right at all times without the
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consent of the Purchaser to assign or transfer all his right, title and interest
in this Agreement and the said Lands to any person; In the event of such
transfer or assignment, the Vendor shall forthwith give notice in writing to the
Purchaser of the name of the assignee or transferee and the full address at
which subsequent payments hereunder shall be made by the Purchaser;
6. unless the Purchaser is in default hereunder, or this Agreement is rendered
null and void, the Purchaser, at any time during the currency of this Agreement
may pay all or any part of the purchase monies owing without notice;
7. no covenant or agreement herein shall be merged in a judgment taken thereon
and notwithstanding any such judgment, interest shall. be payable at the said
rate;
8. in the event this Agreement is registered and the Purchaser is in default
hereunder, then it is expressly agreed that the Vendor shall be at liberty to
cancel, remove and determine such registration on producing to the appropriate
Registrar of Land Titles a satisfactory declaration that such default has
occurred and is then continuing. The Purchaser hereby irrevocably appoints the
Vendor his true and lawful attorney for and in the name of the Purchaser to
cancel, remove and determine such registration in the event of such default;
9. any demand or notice which may be required for the purposes of this Agreement
shall be deemed to have been well and sufficiently given and received if
delivered to the Purchaser or if mailed at any post office under prepaid
registered cover addressed as follows:
To the Vendor:
514592 B.C. LTD., 1033 - 3rd Avenue, Prince George, British
Columbia V2L 3E3
To the Purchaser:
R.P.M.J. CORPORATE COMMUNICATIONS LIMITED, R.R.2, Site 33,
Comp. 9, Osoyoos, British Columbia, VOH 1V0
or at such other address as the Purchaser shall specify in writing to the
Vendor;
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10. where a party includes more than one person, the obligations herein of the
party shall be construed and deemed to be joint as well as several;
11. that all grants, covenants, provisos, agreements, rights, powers, privileges
and liabilities contained in this Agreement shall be read and held as made by
and with, granted to and imposed upon the parties hereto, and their respective
heirs, executors, administrators, successors and assigns; wherever the singular
or the masculine is used, it shall be construed as meaning the plural or
feminine or the body politic or corporate where the context or the parties
hereto so require.
12. IT IS UNDERSTOOD AND AGREED that the Purchaser may make the payments due to
the Vendor under this Agreement for Sale by depositing the amount of such
payment to the Vendor's mortgage account at Royal Bank of Canada, 550 Victoria
Street, Prince George, British Columbia, to be applied to Mortgage KK024244.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as
of the day and year first above written.
END OF DOCUMENT