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October 1, 2018 - Special
C!, ef DICKERING Special Council Agenda Monday, October 1, 2018 Council Chambers 7:00 pm Anything highlighted denotes an attachment or link. By clicking the links on the agenda page, you can jump directly to that section of the agenda. To manoeuver back to the agenda page use the Ctrl + Home keys simultaneously, or use the "bookmark" icon to the left of your screen to navigate from one report to the next. For information related to accessibility requirements please contact: Linda Roberts 905.420.4660 extension 2928 Iroberts@pickering.ca Gly �F DICKERING Special Council Meeting Agenda Monday October 1, 2018 Council Chambers 7:00 pm 6:30 pm Special In Camera Council I) Disclosure of Interest II) Adoption of Minutes In Camera Council Minutes, September 17, 2018 Council Minutes, September 17, 2018 III) Reports — New and Unfinished Business Page [under separate cover] 1-15 16-20 Report CS 21-18 21-36 Report CS 30-18 37-51 Report CAO 08-18 52-61 Report CAO 09-18 62-197 Report ENG 21-18 198-201 Report IT 01-18 202-204 Report PLN 26-18 205-240 Report FIN 20-18 241-289 IV) By-laws V) Confirmation By-law VI) Adjournment 290 For information related to accessibility requirements please contact: Linda Roberts 905.420.4660 extension 2928 Iroberts@pickering.ca C4 o/ DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers Present: Mayor Ryan Councillors: K. Ashe M. Brenner S. Butt I. Cumming B. McLean D. Pickles Also Present: T. Prevedel K. Bentley P. Bigioni M. Carpino R. Holborn S. Karwowski J. Yoshida C. Rose D. Shields L. Roberts - Chief Administrative Officer - Director, City Development & CBO - Director, Corporate Services & City Solicitor - Director, Community Services - Director, Engineering Services - Director, Finance & Treasurer - Deputy Fire Chief - Chief Planner - City Clerk - Committee Coordinator (I) Invocation Mayor Ryan called the meeting to order and led Council in the saying of the Invocation. (II) Disclosure of Interest No disclosures of interest were noted. (III) Adoption of Minutes Resolution #470/18 Moved by Councillor Cumming Seconded by Councillor Brenner Council Meeting Minutes, June 25; 2018 Executive Committee Minutes, September 11, 2018 1 1 ray,(, DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers Planning & Development Committee Minutes, September 11, 2018 Carried (IV) Correspondence 1. Corr. 73-18 Guy Giorno, Integrity Commissioner A brief discussion ensued with Members inquiring whether the City's Code of Conduct would be revised for the new term of Council and suggested that revisions should conform with other municipalities in Durham Region as much as possible. Resolution #471/18 Moved by Councillor Pickles Seconded by Councillor Butt That Corr. 73-18 received from Guy Giorno, Integrity Commissioner, submitting the 2017 annual report of the Integrity Commissioner for information purposes be received for information. Carried (V) Committee Reports a) Report EC 2018-07 of the Executive Committee 1. Director, Finance & Treasurer, Report FIN 19-18 2018 Year End Audit Council Decision 1. That the Audit Service Plan as submitted by Deloitte LLP, included in this report, be received for information; and 2. That the Chief Administrative Officer and the Director, Finance & Treasurer be authorized to sign the confirmation of change to the master services agreement on behalf of the City. 3. Director, Corporate Services & City Solicitor, Report BYL 01-18 10th Annual Toys for Tickets and Food for Fines 2018 2 2 c4oi DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers Council Decision 1. That parking tickets issued between December 1 through 21, 2018 be eligible for the Toys for Tickets/Food for Fines program; 2. That the Toys for Tickets/Food for Fines program be implemented from December 1 through December 21, 2018; and 3. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. Director, Community Services, Report CS 27-18 Pickering Sports Medicine & Wellness Centre -Lease Amending Agreement Council Decision 1. That the Mayor and the City Clerk be authorized to execute the Lease Amending Agreement with Angela Dye Physiotherapy Professional Corporation carrying on business as Pickering Sports Medicine & Wellness Centre as set out in Attachment 1 to this report, subject to minor revisions as may be required by the Director, Community Services and the Director, Corporate Services & City Solicitor. 2. That the appropriate officials of the City of Pickering be authorized to take necessary actions as indicated in this report. 5. Director, Community Services, Report CS 28-18 Security Services -Contract Extension Council Decision 1. That the Mayor and the City Clerk be authorized to extend the contract with Best Guard Security Inc., as set out in Attachment 1 to this report, for a term ending April 30, 2019, subject to minor revisions as may be required by the Director, Community Services and the Director, Corporate Services & City Solicitor. That the appropriate officials of the City of Pickering be authorized to take necessary actions as indicated in this report. 3 3 C44 DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers 6. Director, Engineering Services, Report ENG 22-18 Tender for Asphalt and Concrete Repairs -Tender No. T-19-2018 Council Decision 1. That Tender No. T-19-2018 for Asphalt and Concrete Repairs submitted by. Aloia Bros. Concrete Contractors Ltd., in the amount of $317,455.48 (HST included) be accepted; 2. That the total gross project cost of $344,968.00 (HST included), including the tender amount and other associated costs, and the total net project cost of $310,654.00 (net of HST rebate) be approved; 3. That the Director, Finance & Treasurer be authorized to finance the net project cost of $310,654.00 as follows: a) The sum of $248,549.00 as approved in the 2018 Current Budget — Sidewalk Rehabilitation Program to be funded by a transfer from the Federal Gas Tax Reserve Fund; b) The sum of $7,602.00 as approved in the 2018 Current Budget — Water Resources & Development Services — Roads Maintenance to be funded from property taxes; The sum of $45,000.00 as approved in the 2018 Current Budget — Roads — Asphalt and Concrete Repairs program to be funded from property taxes; d) The over expenditure amount of $9,503.00 to be funded from property taxes; and 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 7 Director, Finance & Treasurer, Report FIN 18-18 Section 357/358 of the Municipal Act — Adjustment to Taxes Council Decision ' 1. That the write-off of taxes as provided for in Attachment 1, in accordance with sections 357 and 358 of the Municipal Act, 2001 be approved; and 4 4 C4 DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers 2. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 8. Director, Corporate Services & City Solicitor, Report LEG 06-18 City of Pickering Proposed Sale to 2198136 Ontario Ltd. 875 Kingston Road, Pickering Council Decision 1. That the land described as Part 3, Plan 40R-25703, Pickering be sold to 2198136 Ontario Ltd. (or as it may further direct) for a price of $120,000; 2. That the Director, Corporate Services & City Solicitor be authorized to execute a Transfer of the said lands, as well as any other documents, instruments and agreements as may be necessary to give effect to the above -noted transfer; and 3. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. Director, Corporate Services & City Solicitor, Report CLK 03-18 2019 Committee and Council Meeting Schedule Council Decision That the 2019 Standing Committee and Council Meeting Schedule included as Attachment 1 to this report, be approved. Resolution #472/18 Moved by Councillor Pickles Seconded by Councillor Cumming That Report 2018-07 of the Executive Committee meeting held on September 11, 2018 be adopted, save and except Item.No. 2. Carried 2. Director, Corporate Services & City Solicitor, Report AS 01-18 Animal Sheltering Agreement for the Town of Whitchurch-Stouffville -Five-year term effective January 1, 2019 A. brief discussion ensued with Members questioning the possibility of other partnerships for a greater opportunity for a better facility. 5 c4 DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers Resolution #473/18 Moved by Councillor Pickles Seconded by Councillor Cumming 1. That Council authorize Animal Services to provide sheltering services for The Corporation of the Town of Whitchurch-Stouffville for a five-year term effective January 1, 2019; 2. That Council approve the draft Agreement attached hereto for the provision of sheltering services to Whitechurch-Stouffville, and that the Mayor and City Clerk be authorized to execute the Agreement on behalf of the City, subject to minor revisions agreeable to the Director, Corporate Services & City Solicitor; 3. That all sheltering service fees to be paid by the Town of Whitchurch- Stouffville be placed in the Animal Services Operating Revenue Account; and 4. That the appropriate officials of the City of Pickering be given the authority to give effect thereto. Carried • b) Report 2018-06 of the Planning & Development Committee 1. Director, City Development & CBO, Report PLN 23-18 Zoning By-law Amendment Application A 04/18 Request for Red -Line Revision of Draft Approved Plan of Subdivision SP -2009-11(R) Mattamy (Seaton) Limited Part of Lots 21 & 22, Concession 4, Part of Lots 21, 22 & 23, Concession 5 Seaton Community, City of Pickering Council Decision 1. That Revision to Draft Plan of Subdivision SP -2009-11(R) submitted by Mattamy (Seaton) Limited, to permit a red -line revision to a draft approved plan of subdivision on lands being Part of Lots 21 &. 22 Concession 4, Part of Lots 21, 22 & 23 Concession 5, as shown on the Applicant's Revised Plan Attachment #2 to Report PLN 23-18, be endorsed; 6 6 cty DICKERING Council Meeting Minutes September 17, 2018 7:00 pm Council Chambers 2. That the proposed amendments to the conditions of draft plan of subdivision approval to implement Draft Plan of Subdivision SP -2009-11(R) as set out in Appendix I, as amended, to Report PLN 23-18 be endorsed; 3. That the Local Planning Appeal Tribunal (formally known as the Ontario Municipal. Board) be advised of City Council's decision on the request for a red -line revision to Draft Plan of Subdivision SP -2009-11(R) and that the City Solicitor be authorized to attend any Local Planning Appeal Tribunal/Ontario Municipal Board hearing on the requested red -line revision; 4. That Zoning By-law Amendment Application A 04/18, submitted by Mattamy (Seaton) Limited, to implement the red -line revision to Draft Approved Plan of Subdivision SP -2009-11(R), be approved, and the draft zoning by-law contained in Appendix II to Report PLN 23-18 be forwarded to Council for enactment. 2. Director, City Development & CBO, Report PLN 24-18 Delegation of Council Authority under the Ontario Heritage Act Council Decision 1. That Council approve and enact a Delegation of Council Authority By-law to consent/grant heritage permits for the alteration of designated properties as set out in Appendix I to Report PLN 24-18; 2. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. Resolution #474/18 Moved by Councillor Brenenr Seconded by Councillor Pickles That Report 2018-06 of the Planning & Development Committee meeting held on September 11., 2018 be adopted. Carried 7 7 city DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers (VIII) New and Unfinished Business 1. Director, Community Services, Report CS 29-18 O'Brien and Delaney Arenas Ventilation/Sensor Retrofit at Pickering Recreation Complex -Quotation No. Q-17-2018 Resolution # 475/18 Moved by Councillor Pickles Seconded by Councillor Cumming 1. That Quotation No. Q-17-2018 submitted by 1747204 Ontario Inc. O/A Ace Services in the amount of $132,750.00 (HST excluded) be accepted; 2. That the total gross project cost of $163,568.00 (HST included), including the amount of the quotation, contingency and other associated costs, and the total net project cost of $147,298.00 (net of HST rebate), be approved;. 3. That the Director, Finance & Treasurer be authorized to finance the net project cost of $147;298.00 as follows: a) the unspent sum of $80,620.00, as provided for in the 2018 Pickering Recreation Complex (Arena) Capital Budget, to be funded by a transfer from the Rate Stabilization Reserve; b) the unspent sum of $15,699.00, as provided for in the 2016 Pickering Recreation Complex (Arena) Capital Budget, to be funded from property taxes; c) the over -expenditures in the amount of $50,979.00 to be funded from the Capital Contingency account 2900, from property taxes; the Treasurer be authorized to make any changes, adjustments, and revisions to amounts, terms, conditions, or take any actions necessary in order to effect the foregoing; and, 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 8 8 . Carried Co�� DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers 2. Director, Engineering Services, Report ENG 17-18 Salem Road — Road Reconstruction Tender No. T-16-2018 A brief discussion ensued with Members questioning the timelines, for the road reconstruction. Resolution #476/18 Moved by Councillor Pickles Seconded by Councillor Cumming 1. That Tender No. T-16-2018 Salem Road — Road Reconstruction as submitted by NEI Construction Corporation in the total tendered amount of $1,316,276.26 (HST included) be accepted; 2. That the total gross project cost of $1,565,697.00 (HST included), including the tendered amount and other associated costs, and the total net project cost of $1,409,959.00 (net of HST rebate) be approved; 3. That Council authorizes the Director, Finance & Treasurer to finance the net project cost in the amount of $1,409,959.00 as follows: a) the sum of $700,000.00 as provided for in the 2016 Development Projects Capital Budget to be financed by the issue of debentures by The Regional Municipality of Durham over 'a period not to exceed 10 years; b) the sum of $704,980.00 as provided for in the 2016 Development Projects Capital Budget to be funded by a transfer from the Development Charges —Transportation Reserve Fund; c) the sum of $4,979.00 to be funded from property taxes; d) the annual repayment charges in the amount of approximately $84,200.00 be provided for in the annual Current Budget commencing in 2018 or subsequent year in which the debentures are issued and continuing thereafter until the debenture financing is repaid; e) the Treasurer be authorized to make any changes, adjustments, and revisions to amounts, terms, conditions, or take any actions necessary in order to effect the foregoing; 9 9 Cly DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers 4. That the draft by-law attached to this report be enacted; and 5. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Carried 3. Director, Engineering Services, Report ENG 20-18 Funding Agreement — Swim Drink Fish Canada -Rotary Frenchman's Bay West Park A brief discussion ensued with Members seeking clarification with respect to the stewardship program and outreach, as well as any potential impacts on the park usage with respect to access during the shoreline restoration. Resolution #477/18 Moved by Councillor Brenner Seconded by Councillor Ashe 1. •That Council authorize the Mayor and City Clerk to execute the Grant Agreement with Swim Drink Fish Canada, on such terms satisfactory to the Director, Engineering Services and any other necessary documentation, to permit the City of Pickering to enter into the Grant Agreement; 2. That Council authorize staff to apply the funds received from Swim Drink Fish Canada to the reconstruction works in Rotary Frenchman's Bay West Park, including the planting of native trees and shrubs, shoreline restoration and erosion control and a community stewardship program; 3. That $140,000.00 of the funds received from Swim Drink Fish Canada be allocated to the Frenchman's Bay West Park Phase 1a &'1 b costs; related to planting of native trees and shrubs; 4. That the shoreline restoration, erosion control and the community stewardship program be considered in the 2019 Capital Budget at an estimated cost of $60,000.00, to be funded by the balance of the Swim Drink Fish Canada funds; and That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 10 10 Carried CGg DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers 4. Director, Engineering Services, Report ENG 23-18 Tender for Streetlight Maintenance and Electrical Locates -Tender No. T-20-2018 A discussion ensued with Members seeking clarification on.the location of the company being recommended for tender, and whether they were local, as well as timeframes for light replacement. Resolution #478/18 Moved by Councillor Cumming Seconded by Councillor Brenner 1. That Tender No. T-20-2018 for Streetlight Maintenance and Electrical Locates submitted by Alineutility Limited in the total tendered amount of $1,380,917.57 (HST included) with a net project cost of $1,243,562.00 (net of HST rebate) funded from the Streetlight Current Budgets, be approved for the 3, 1 -year terms from the date of award to September 30, 2021 subject to the annual review of the Contractor's performance; and 2. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 5. CEO, Pickering Public Library, Report LIB 01-18 Supply & Installation of. LED Lighting at George Ashe Library -Quotation No. Q-10-2018 Resolution #479/18 Moved by Councillor Brenner Seconded by Councillor Butt Carried 1. That the Quotation No. Q-10-2018 submitted by MDK Electric Limited in the amount of $83,349.00 (HST included) be accepted; That the total gross project cost of $91,033.00 (HST included), including the amount of the tender, contingency and other associated costs, and the total net project cost of $81,978.00 (net of HST rebate), be approved; 3. That the Director, Finance & Treasurer be authorized to finance the net project cost of $81,978.00 as follows: 11 11 DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers a) the sum of $41,978.00, as provided for in the 2014 and 2018 Library Capital Budget by a transfer from the Federal Gas Tax Reserve Fund; b) That capital project 5800.1402.6181 be cancelled and these funds (property taxes $40,000) be allocated to this project; the. Treasurer be authorized to make any changes, adjustments, and revisions to amounts, terms, conditions, or take any actions necessary in order to effect the foregoing; and, 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Carried 6. Director, City Development, Report PLN 25-18 Two-year period Exemption Request for Minor Variance Application P/CA 87/18 Duffins Point Inc. 2460 and 2470 Brock Road A brief discussion ensued with staff providing clarification with respect to the rationale for this exemption, and whether this would be a one time exemption. Resolution #480/18 Moved by Councillor McLean Seconded by Councillor Butt That Council grant an exemption in accordance with Section 45 (1.4) of the Planning Act, R.S.O. 1990; c. P.13 as amended, and permit the Committee of Adjustment to consider Minor Variance Applications resulting from the further processing of the site plan or building permit applications submitted by Duffins Point Inc., for 2460 and 2470 Brock Road before the second anniversary of the day on which an applicant initiated zoning by-law amendment was enacted for the subject lands. Carried (VIII) By-laws 7646/18 Being a by-law to exempt Block 17, Plan 40M-1827, Pickering, from the part lot control provisions of the Planning Act. 12 12 DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers 7647/18 Being a by-law to stop -up and close Part of the Road Allowance between Lots 20 and 21, Concession 2, being Part 4, Plan 40R-29446 as a public highway, subject to required easements. 7648/18 Being a by-law to exempt Blocks 224 to 264, Plan 40M-2625, Pickering from the part lot control provisions of the Planning Act. 7649/18 Being a by-law to designate a property legally described as Part of Lots 29 and 30, Concession 4, being Part 2, 40R-29399 (the "Henry Major House") and municipally known as 615 Whitevale Road, City of Pickering, as being of cultural heritage value or interest. 7650/18 Being a by-law to designate a property legally described as Part of Lot 23, Concession 5, being Part 2, 40R-24276 (the "William Brignal House") and municipally known as 1200 Whitevale Road, City of Pickering, as being of cultural heritage value or interest. 7651/18 Being a by-law to delegate the authority to consent/grant heritage permits for the alteration of designated heritage properties to the Director, City Development, or designate. 7652/18 Being a by-law to amend Restricted Area (Zoning) By-law 7364/14, to implement the Official Plan of the City of Pickering, Region of Durham, for land at Part of Lot 21 & 22, Concession 4, and Part of Lots 21, 22 & 23 Concession 5, City of Pickering (A 04/18). 7653/18 Being a By-law to amend Schedule A of By-law 7362/14 appointing Inspectors. 7654/18 Being a by-law to authorize the Salem Road — Road Reconstruction project in the City of Pickering and the issuance of debentures in the amount of $700,000.00. 7655/18 Being a by-law to exempt Blocks 83 to 106, 116, 117, 177 and 178, Plan 40M-2632, from the part lot control provisions of the Planning Act. 7656/18 Being a by-law to establish and name certain roads within the City of Pickering, Regional Municipality of Durham as public highways. Moved by Councillor Brenner Seconded by Councillor McLean Resolution #481/18 13 13 c4 DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers That By-law Nos. 7646/18 through 7656/18 be approved. Carried (VIII) Confidential Matters In accordance with the Procedural By-law 7212/12 and the provisions of the Municipal Act, an In Camera meeting of Council was held prior to the regularly scheduled. meeting. Resolution #482/18 Moved by Councillor Pickles Seconded by Councillor Brenner That Council move In Camera in that the matters to be discussed relate to; (e) litigation or potential litigation, including matters before administrative tribunals, affecting the municipality or local board; (f) advice that is subject to solicitor -client privilege, including communications necessary for that purpose. Carried General discussion ensued. Refer to the In Camera minutes for further information. [City Clerk has custody and control of the In Camera minutes]. 1. Verbal Update from Director, Corporate Services & City Solicitor Re: Appeal to Local Planning Appeal Tribunal (LPAT) Official Plan Amendment No. 31 Resolution #483/18 Moved by Councillor Cumming Seconded by Councillor McLean That the recommendation considered at the Closed Meeting of Council regarding the Official Plan Amendment No. 31 be approved. 14 14 Carried c4,,! DICKERING Council Meeting Minutes September 17, 2018 7:00 pm - Council Chambers (XI) Confirmation By-law By-law Number #7657/18 Councillor McLean, seconded by Councillor Cumming moved for leave to introduce a By-law of the City of Pickering to confirm those proceedings of September 17, 2018. (XII) Adjournment Moved by Councillor Butt Seconded by Councillor Ashe That the meeting be adjourned at 7:45 pm. Dated this 17th day of September, 2018. 15 Carried Carried David Ryan, Mayor Debbie Shields City Clerk 15 C/y °u DICKERING October 1, 2018 New and Unfinished Business Pages 1. Director, Community Services, Report CS 21-18 21-36 Additional Architectural, Engineering and Landscape Design Services For the Pickering Recreation Complex Renovations Recommendation 1. That the additional fee proposal as submitted by Barry Bryan Associates in the amount of $79,000.00 plus HST for the change in scope of work for the Pickering Recreation Complex Renovation Design Services be accepted; 2. That the total revised gross project cost of $438,440.00 (HST included) and the total revised net project cost of $394,829.00 (net of HST rebate) be approved; 3. That the Director, Finance & Treasurer be authorized to finance the revised total net project cost in the amount of $394,829.00 by an additional transfer of $90,567.00 from the Rate Stabilization Reserve; and, 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 2. Director, Community Services, Report CS 30-18 Quotation No. Q-24-2018 -Advertising in City of Pickering Arenas Recommendation 37-51 1.. That Quotation No. Q-24-2018, for advertising in City of Pickering Arenas, submitted by BoardView Advertising Inc. be accepted; 2. That the Mayor and City Clerk be authorized to execute the Licence Agreement pursuant to which BoardView Advertising Inc. will be permitted to install and maintain advertising devices in City Arenas, in the form included as Attachment 1, subject to such revisions as are acceptable to the Director, Community Services and the Director, Corporate Services & City Solicitor; and, 3. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 16 3. Chief Administrative Officer Report CAO 08-18 52-61 City Centre Vision: Design and Implementation Strategy Recommendation 1. That staff be directed to commence negotiations with OPB Realty Inc., the. owner of Pickering Town Centre (PTC), on a joint venture initiative to develop Phase One of the City Centre Vision, which includes a portion of the PTC lands immediately west of Glenanna Road and City of Pickering lands immediately south of The Esplanade South, as shown in Attachment No. 1; 2. That the above negotiations include the construction of a new Arts Centre by PTC, with lease terms to be mutually agreed upon; 3. That the above negotiations include the construction of a new Seniors/Youth Centre and a new Central Library adjacent to a public square, on a parcel to be transferred to the City of Pickering; 4. That, as part of the above negotiations, consideration be given to transferring City of Pickering lands south of The Esplanade South to PTC, as part of the City's equity in the entire project; 5. That staff be directed to continue discussions with CAPREIT with respect to the adjoining 10 acre parcel immediately south of the Civic Complex, with a view to ensure compatibility of their proposed redevelopment and intensification with the overall City Centre Vision; and 6. That the appropriate City of Pickering officials report back to Council by the first quarter of 2019 with a proposed implementation plan and business case. 4. Chief Administrative Officer Report CAO 09-18 Land Acquisition and Disposal -Pickering Innovation Corridor — Seaton -Purchase of 22 acres from Infrastructure Ontario Recommendation 62-197 That Council approve the Agreement of Purchase and Sale dated May 31, 2018 between Ontario Infrastructure and Land Corporation, as vendor, and the City, as purchaser; 2. That Council approve the Agreement of Purchase and Sale dated March 19, 2018 between the City, as vendor, and Kubota Canada Ltd., as purchaser; 3. That Council authorize the Chief Administrative Officer to waive the City sale condition contained in Section 6.04(a) of the Agreement of Purchase and Sale with Ontario Infrastructure and Land Corporation, provided, that the Chief Administrative Officer shall not waive the said condition unless 17 and until Kubota Canada Ltd.' has waived all conditions in its Agreement of Purchase and Sale with the City dated March 19, 2018; 4. That, upon waiver of the above -noted conditions, City staff be directed to proceed with completion of both the said Agreements of Purchase and Sale; and 5. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this Report. 5. Director, Engineering Services, Report ENG 21-18 Transfer of Third Concession Road — Road Allowance -Brock Road (Regional Road #1) to West Limit Recommendation 198-201 1. That the road allowance known as Third Concession Road west of Brock Road (Regional Road #1) being Part of Lot 19, Concession 2, Part of Lots 19 and 20, Concession 3, Part of the Road Allowance between Concessions 2 and 3, and Part of Clearside Court, Plan 40M-1887, designated as Parts 1 to 7, Plan 40R-30215 be declared surplus to the needs of the City of Pickering and be transferred to the Regional Municipality of Durham for nominal consideration; and 2. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. 6. Director, Corporate Services & City Solicitor, Report IT 01-18 202-204 Telecommunications Upgrade Project Recommendation 1. That Council approve the hiring of Wipro Solutions Canada Limited as Project Manager for Phases 1 and 2 of the City's Telecommunication Replacement Project in accordance with Purchasing Policy 10.03(c) as the assignment has a value above $50,000.00 and a competitive process is not being followed, and therefore is subject to additional Council approvals; 2. That the fee submitted by Wipro Solutions Canada Limited in the amount of $20,792.00 (HST included) for Phase 1 and $49,833.00 (HST included) for Phase 2 be accepted; 3. That the total gross project cost of $70,625.00 (HST included) and the total net project cost of $63,600.00 (net of HST rebate) be accepted; 4. That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $63;600.00 as follows: a) The sum of $63,600.00 as approved in the 2018 Capital Budget — Information Technology to be funded by a transfer from the Capital Equipment Replacement Reserve; 18 5. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this Report. 7. Director, City Development & CBO, Report PLN 26-18 205-240 Official Plan Amendment Application OPA 18-003/P Zoning By-law Amendment Application A 07/18 City Initiated: Kubota Canada Ltd. Lands Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010 3560 Highway 7 City of Pickering Recommendation 1. That Official Plan Amendment Application OPA 18-003/P, initiated by the City.of Pickering, to permit controlled outdoor storage that is accessory and incidental to a proposed assembly plant, as a site specific exception, on the future Kubota Canada Ltd. lands and to delete the east -west "Future Collector Road" between Sideline 24 and the future realigned Sideline 22 as set out in Appendix I to Report PLN 26-18, be approved; 2. That the Draft By-law to adopt Amendment 32 to the Pickering Official Plan to permit controlled outdoor storage that is accessory and incidental to a proposed assembly plant, as a site specific exception, on the future Kubota Canada Ltd. lands and to delete the east -west "Future Collector Road" between Sideline 24 and the future realigned Sideline 22, as set out in Appendix I to Report PLN 26-18, be enacted by Council; and That Zoning By-law Amendment Application A 07/18, initiated by the City of Pickering, to permit, as an exception, controlled outdoor storage if accessory and incidental to the principal permitted use (the manufacturing/assembly plant), to permit limited outdoor display of finished equipment and change to the zoning to replace the stormwater management zone with a prestige employment general zone on the future Kubota Canada Ltd. lands, be approved, and the draft zoning by-law contained in Appendix II to Report PLN 26-18 be enacted by Council. 8. Director, Finance & Treasurer, Report FIN 20-18 241-289 Selection of a New Finance and Human Resources Information System Recommendation 1. That the proposal submitted by Blue IT Group Inc. dated July 27, 2018 in response to RFP -11-2018 regarding the selection of a new finance and human resources information system be accepted in principle, with the final terms and conditions of the contract to be satisfactory to the Chief Administrative Officer and Director, Finance & Treasurer; 2. That Council approve the hiring of a project manager (consultant) for a 15. month period commencing on or about November 1, 2018 at a cost not to exceed $160,000.00; 19 3. That Council authorize the Director, Finance & Treasurer to finance the net project cost by transfers from the following: a) 39.13 per cent from the Development Charges Studies Reserve Fund; b) The sum of $1,300,000.00 from the Financial Systems 'Reserve; c) The residual amount from the Rate Stabilization Reserve; and 4. That the appropriate City of Pickering officials be authorized to enter into any agreements to give effect hereto, and take the necessary actions as indicated in this report. 20 c4.�r DICKERING Report to Council Report Number: CS 21-18 Date: October 1, 2018 From: Marisa Carpino Director, Community Services Subject: Additional Architectural, Engineering and Landscape Design Services for the Pickering Recreation Complex Renovations - File: A-1440 Recommendation: 1. That the additional fee proposal as submitted by Barry Bryan Associates in the amount of $79,000.00 plus HST for the change in scope of work for the Pickering Recreation Complex Renovation Design Services be accepted; 2. That the total revised gross project cost of $438,440.00 (HST included) and the total revised net project cost of $394,829.00 (net of HST rebate) be approved; 3. That the Director, Finance & Treasurer be authorized to finance the revisedtotal net project cost in the amount of $394,829.00 by an additional transfer of $90,567.00 from the Rate Stabilization Reserve; and, 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: As part of the 2018 Capital Budget, $400,000.00 was approved by Council for the design drawings and tender documents of the Pickering Recreation Complex renovation project. During the Council meeting of June 25, 2018, RFP -7-2018 was awarded to Barry Bryan Associates in the amount of $304,262.00 (net of HST rebate). Schematic design work completed during the summer resulted in the development of two distinct design options. The first design option is to utilize the existing footprint of the public dressing rooms and the second design option is to address additional considerations and capture adjacent and/or underutilized space that will improve the overall efficiency and functionality of the Pickering Recreation Complex. The second design option considers space beyond the existing footprint of the dressing rooms andallows for larger dressing rooms, and direct connection between the new public dressing room and current family change room. The second design option captures adjacent and/or unused space to expand the dressing rooms at ground level and construct a new second floor slab, extend the existing upper floor cardio area towards the glass wall separating it from the pool. All cardio equipment would be relocated to the second floor, and the space currently occupied by exercise equipment on the ground floor would be incorporated into newly expanded dressing rooms. 21 Report CS 21-18 October 1, 2018 Subject: Additional Architectural, Engineering & Landscape Design Services for the Pickering Recreation Complex Renovations The redesign of the exterior drop-off, walkways, canopy and related accessible parking was included in the original scope of work. This scope of work will also be expanded to include re- alignment of the main driveway entrance in line with the central axis of Esplanade Park to improve the formal connection between the Civic Complex and Recreation Complex along the main axis of Esplanade Park. Due to a change in scope of the work required to pursue the second design option, Barry Bryan Associates is requesting an additional fee of $80,270.00 (HST included) for detailed design and contract administration. Additional fees in the amount of $10,000.00 will also be required for geotechnical investigations related to the expanded scope of work. As a result, the total revised net project cost has increased to $394,829.00 and there is sufficient funds available in the capital budget to accommodate this change. Financial Implications: 1. Revised Estimated Project Costing Summary Proposal No. RFP -7-2018 Scope Change for Recreation Complex Renovation Design Services Geotechnical Investigations Contingency Subtotal HST (13%) Total Revised Gross Project Costs HST Rebate (11.24%) Total Revised Net Project Costs $249,000.00 79,000.00 10,000.00 50,000.00 $388,000.00 50,440.00 $438,440.00 (43,611.00) $394,829.00 2. Approved Source of Funds 2018 Capital Budget — Rec. Complex -Core Account Code Source of Funds Budget 5731.1804.6230 Rate Stabilization Reserve $400,000.00 Total Funds $400,000.00 Required $394,829.00 $394,829.00 Project Cost under (over) approved funds by $5,171.00 Consulting services costs for the proposed expanded scope of work can be completed using 2018 Budget approved funding for project 5731.1804.6230. No un -budgeted funds will be required. That said, the project exceeded ten percent of the amount approved in CS 18-18, report originally submitted for Proposal No. RFP -7-2018. In accordance with Section 11.02(a) and 11.04 of the City's Financial Control Policy, Current and Capital Budget Expenditures in excess of the limits 22 Report CS 21-18 October 1, 2018 Subject: Additional Architectural, Engineering & Landscape Design Services for the Pickering Recreation Complex Renovations established under Sections 11.01, 11.02 and 11.03 shall require the approval of the Treasurer, the Chief Administrative Officer, and Council. Discussion: The original scope of work included in RFP -7-2018 was a gut renovation of the existing public and members change rooms within the confines of its existing walls, and excluded the existing family change rooms. Changing demographics and social conventions for public modesty and gender identity all favour a move away from open -concept dressing rooms and shower areas. Multi -use public dressing rooms with private change cubicles and individual showers are now more popularly preferred, but the additional amenities are all larger and require more space. Barry Bryan Associates was directed to explore two options for the proposed renovations to the dressing rooms at the Pickering Recreation Complex. The first design option had to fit within the existing footprint occupied by the current dressing rooms. The second design option was to explore alternative solutions that could deliver improved amenities by expanding the area of work beyond the existing dressing room area. The first design option resulted in cramped dressing rooms with insufficient circulation, fixture counts and undersized private change cubicles. The second design option proposed to expand the dressing rooms into the area currently occupied by cardio equipment in the floor area between the dressing rooms and the pool. The cardio equipment would be relocated to the upper floor by extending that floor slab over the existing space. This approach also improves pool viewing by bringing it closer to the glass, eases tight circulation in the viewing area, and allows for the creation of a proper stretching space within the cardio room. Temperature within the cardio area is currently difficult to control, as it is part of a much larger open air volume that extends throughout most of the core area of the complex. The needs of patrons using the exercise equipment can be completely opposite to those sitting next to them in the pool viewing area. The expanded scope of work will include physical separation of the exercise area from its surroundings, and the provision of independent heating and air conditioning systems for that space. The original vision for Esplanade Park included a visual connection between the Civic Complex and Recreation Complex, but was never achieved due to the siting of the buildings. The opportunity exists to partially resolve this issue while also addressing safety concerns regarding the proximity of the existing driveway entrance to the Recreation Complex on Valley Farm Road to the intersection of Valley Farm Road and Diefenbaker Court. As such, the expanded scope of services proposed by Barry Bryan Associates includes additional exterior engineering and landscape design work to explore means by which the driveway could be relocated to finish the intended design and enhance the City's vision for a unified City Centre. The expanded scope of work includes fees for additional contract administration services. A larger project will take longer to plan and execute. Additional construction costs associated with the expanded scope of work are estimated at $1.5 million (net HST rebate). A refined cost estimate will be reflected in the 2019 Capital Budget submission to Council. 23 Report CS 21-18 October 1, 2018 Subject: Additional Architectural, Engineering & Landscape Design Services for the Pickering Recreation Complex Renovations To this end, Barry Bryan Associates submitted a proposal dated September 24, 2018 outlining the scope change and the additional fees of $89,270.00 (HST included) required to address them. The proposal has been accepted by City staff. The Community Services Department recommends acceptance of the additional fee proposal for a change inscope of work for the Pickering Recreation Complex Renovation design services submitted by Barry Bryan Associates in the amount of $89,270.00 (HST included) and recommends a total revised net project cost of $394,829.00 be approved. Attachments: 1. Report CS 18-18 2. Barry Bryan Associates Notice of Change to Scope of Services No.1, dated September 24, 2018 24 Report CS 21-18 October 1, 2018 Subject: Additional Architectural, Engineering &Landscape Design Services for the Pickering Recreation Complex Renovations Prepared By: Approved/Endorsed By: 2 Vince Plou�ffe, OAA, RAIC J Manager, Facilities Capital Projects Brian Duffield Division Head, Operations ^Jody Morris Manager, Facility Programs & Administration MC:vp Marisa Carpino, I(dA Director, Community Services Stan Karwowski, CPA, CMA, MBA Director, Finance & Treasurer Ray Rodrigues Manager, Supply & Services Recommended for the consideration of Pickering City Council Tony P evedel," P.Eng. Chi dministrative Officer 25 DICKERING ATTACHMENT.# .1; TO REPORT #_CIL 02/ -/ Report to Executive Committee Report Number: CS 18-18 Date: June 18, 2018 From: Marisa Carpino Director, Community Services Subject: Architectural & Engineering Design Services for the Pickering Recreation Complex Renovations • - Request for Proposal No. RFP -7-2018 - File:- A-1440 Recommendation: 1. That Proposal No. RFP -7-2018 submitted by Barry Bryan Associates in the amount of $281,370.00 (HST included) be accepted; 2. That the total gross project.cost of $337,870.00 (HST included), including the amount of the proposal and other associated costs, and the total *net project cost of $304,262.00 (net of HST rebate), be approved; 3. That the Director, Finance & Treasurer be authorized to finance the net project cost of $303,262.00 by a transfer from the Rate Stabilization Reserve; and 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: The Pickering Recreation Complex opened to the public in 1983, and has seen major additions in 1992 and 2009. That said, major renovations of the main lobby, concourse and dressing rooms have not been undertaken since its original construction. After 35 years, the main public spaces of the building are showing their age and do not conform to contemporary service standards and the public's expectations of municipal amenities. The Pickering Recreation Complex is also the City's primary location for the delivery of interior • recreation space; programming and services., RFP -7-2018 includes complete design and consulting service's for main floor renovations of the existing concourse, dressing rooms, staff offices and'service counters, related security and accessibility upgrades,,main entrance, exterior entrance and approach. Construction .will occur in stages to minimize disruption to ongoing operations, and is anticipated to commence in 2019. .Exterior site works will be undertaken as a separate construction project in 2020: Design for all work listed above has been included in the scope of work of this RFP. Request for Pre -Qualification No. RFPQ-4-2018 was issued on February 9, 2018. 5 companies submitted proposals, from which 3 proponents were successfully prequalified by the City to submit proposals for consideration; 142 26 ReportCS 18-18 Subject: • Request for Proposal for Architectural & Engineering Services• for the Pickering Recreation Complex Renovations June 18, 2018 Request for Proposal No. RFP -7-2018 was released and made available for information to the prequalified proponents on March 26, 2018. An optional site visit was held on April 3, 2018. The RFP closed .on April 12, 2018. All 3 prequalified companies submitted proposals. The two highest ranking proponents were interviewed on May 17, 2018. The scoring of the Interview, in accordance with the terms of the RFP, determined the final ranking for recommendation of award. The final, highest ranking proponent's submission included a price of $281,370.00 (HST included) • is recommended for approval. The total gross project cost is estimated to be $337,870.00 (HST . included) and the total riet project cost is estimated at $304,262.00 (net of HST rebate). Financial Implications: 1. - Tender Amount Request for Proposal No. RFP -7-2018 HST (13%) Total .Gross Project Cost $249,000.00 32,370.00 $281,370.00 2. Estimated Project Costing Summary Request for Proposal No. RFP -7-2018 Contingency Total Cost HST (13%) Total Gross Project Costs HST Rebate (11.24%) Total Net Project Costs' $249,000.00 50,000.00 $299,000.00 38,870.00 $337,870.00 (33,608.00) $304,262.00 3. Approved Source of Funds 2018 Capital Budget— Rec. Complex -Core Account Code Source of Funds Budget 5731.1804.6230 Rate Stabilization Reserve. $400,000.00 Total Funds $400,000.00 • Required $304,262.00 $304,262.00 Project Cost under (over) approved funds by $95,738.00 Discussion: The Pickering Recreation Complex, located at 1867 Valley Farm Road, is the City's primary facility for indoor recreational programming •and athletic amenities. Opened in 1983, it has seen major additions in 1992 and 2009, as well as several`sm8Iler scale renovations. The • main concourse and service counters have not been significantly altered since the original 143 27 Report CS 18-18 June 18, 2018 Subject: .Request for Proposal for Architectural & Engineering Services for the Pickering Recreation Complex Renovations construction of the Complex, but have been adapted over time to accommodate growing demand for services; increased programming and a corresponding increase in service staff. Thirty-five years later, many of the existing spaces in the main concourse are no longer well - configured to deliver the services and social venues the public has come to expect from public buildings. The lobby currently lacks the. character it once had, which was appropriate for the nature of the building and the size of the space. It has been lost, gradually, as uses were added and crowded the available floor area. The finishes are worn and dated, and require frequent maintenance or localized replacement. The same conditions apply in the public and member change rooms, which must be upgraded to provide improved accessibility,.respond to growing.demand for individual private changing cubicles, and also provide consideration fora all genders. Technological improvements, including security controls and Internet access, will form an integral part of the newly renovated space. The concourse must be a welcoming and comfortable social space, but also flexible to accommodate major events, rentals, and even local emergencies. Extensive public consultation will be involved, including outreach to members, pay as you go patrons, the.general public, programming and recreation partners, tenants, and stakeholders of all ages, interests and abilities. Exterior work will focus on accessibility upgrades, including relocation of barrier -free parking to eliminate the need to cross active driving lanes, the provision of sheltered walkways to the main doors, improved lighting and security features, and replacement of the existing stamped asphalt with poured concrete surfaces for improved safety, ease of maintenance, and durability. Construction will be.executed in phases, and,is anticipated to pro.ceed as follows: - Phase 1: Concourse, reception and offices (11,000 sq.ft.) - Phase 2; Dressing rooms (8,400 sq.ft.) - Phase 3: Main entrance and siteworks (1.5 acres) Phases 1 and 2 will be tendered 2019, with construction proceeding throughout the year. Phase 3 will be constructed separately in 2020, and may be tendered separately from Phases 1 and 2. Each phase of construction will be further broken down into stages of work to limit the impact of construction on public use of the facility. Some degree of inconvenience is unavoidable, but a work plan will be developed to ensure the ongoing delivery of services throughout construction. Request for Pre -Qualification No. RFPQ-4-2018 was issued on February 9, 2018. 5 companies submitted proposals, from which 3 proponents were successfully prequalified by -the City to submit proposals'for consideration. Request for Proposal No. RFP -7-2018 was released and made available for information to the prequalified proponents on March 26, 2018. An optional site visit was held on April 3, 20111 The RFP closed on -April 12, 2018. All 3 prequalified companies submitted proposals. The two highest 144 .• 28 0 Report CS 18-18 Subject: Request for Proposal for Architectural & Engineering Services for the Pickering Recreation Complex Renovations June 18, 2018 ranking proponents were interviewedon May 17, 2018. The scoring of the interview, in accordance with the terms of the RFP, determined the final ranking for recommendation of award. The.final highest rankingproponent's submission included a price of$281,370.00 (HST included) is recommended for approval. The total gross project cost is estimated to be $337,870.00 (HST included) and the total net project cost is estimated at $304,262.00 (net of HST rebate). Award to the highest ranking proponent, Barry Bryan Associates, will be conditional upon receiving the City's Health & Safety form, Certificate of !insurance and requisite approvals, The ' previous work experience and references of Barry Bryan Associates were reviewed and deemed • to be acceptable as partof the pre -qualification process. Upon careful examination of all bids and relevant documents received, the Community Services Department recommends the acceptance of Request for Proposal No. •RFP -7-2018 submitted by Barry Bryan Associates in the amount. of $281,370.00 (HST included) and that the total net project cost of $304,262.00 be approved. Attachments: 1. Supply & Services Memorandum dated March 16, 2018 . 2. Supply & Services Memorandum dated May 24, 2018. Report CS 18-18 Subject: Request for Proposal for Architectural & Engineering Services for the Pickering Recreation Complex Renovations June 18,2018 Prepared By: 1• Vin e Plouffe, OAA, RAIC Manager, Facilities Capital Projects Brian Duff- d Division Head, Operations Ray Rodrijes Manager, Supply & Services- • Jody Morris • Manager, Facility Programs & ' Administration MC:vp Approved/Endorsed By: Marisa Car in , MA Director, Community Services Stan Karwowski, CPA, CMA, MBA Director, Finance & Treasurer Recommended for the consideration of Pickering City -Council Tony Prevedel, P.Eng. Chief Administrative Officer 4, wo 146 30 Cdry'c P11CKE1 ATTACHMENT# C TO REPORT# O J6 -16 Memo To: Ray Rodrigues -. March 16, 2018 Manager, Supply•& Services From: Marisa Carpino Director, Community Services • Copy: Division Head, Operations Manager, Facilities Capital Projects Subject: Request for Prequalification No. RFPQ-4-2018 - Architectural & Engineering Design Services for the'Pickeririg Recreation Complex File: F-5300-001 • Please accept this memorandum as my approval of the three highest ranking proponents to participate in Phase 2-oftheprocurement process which includes: ▪ Barry Bryan Associates Limited • Aecom.Canada Limited • ,The Ventin• Group Limited As a result of my approval,'I understand that these proponents will be invited to submit a proposal for the Pickering Recreation Complex Renovations. BD:as Attachment Memo from S&S dated March 15, 2018 147 31 DICKERING Memo To: Marisa Carpino March 15; 2018• Director, Community Services From: .Ray Rodrigues Manager, Supply & Services Copy: Admihistrative Assistant, Community Services Subject: Request for Prequallfication No, RF'PQ-4-2018 Architectural & Engineering Design Services for the Pickering Recreation Complex Renovations Closing: Thursday, March 1, 2018 File: F-5300•-001 Further to -memo dated March 5, 2018, Phase 1 of the procurement process is to prequalify proponents for Phase 2 of the procurement process, which will be Request for Proposal RFP -7- 2018, to submit a proposal for the Pickering Recreation Complex Renovations, The City will only invite Proponents, who in the sole discretion of the City, have been prequalified.in Phase 1. Terms of Reference enables the City to select up to five (5) of the highest ranking Proponents to participate in Phase 2 of the procurement process, The evaluation committee recommends selecting the following three (3) highest ranking proponents: • 1. Barry Bryah Associates Limited 2. Aecom Canada Limited 3, The Ventin Group Limited Please provide your approval to award in memo form to Supply & Services. Please direct enquiries to Supply & Services. If you require further information, please contact nie or a member of Supply & Services. RR/jm Attachment 148 32 coo/ PICKER1NG 'ATTACHMENT # ,TO REPORT# ±2 )•6 -16 . Memo To: Marisa Carpino May 24, 2018 Director, Cornmunity Services • From: Justin MacDonald. Buyer, Supply & Services • Copy: Administrative Assistant, Community Services Subject: Proposal No. RFP -7-2018 • Pickering Recreation Complex Renovations Closing Date: Thursday, April 12, 2018 = File: F-5300-001 Further to earlier memo -dated April 13-, 201$, three proposals proceeded to Stage Il evaluation. The Evaluation Committee, consisting of City Staff from the Community Services Department who conducted independent evaluations of the proposals. A summary of average scores is completed and a copy is attached. In accordance with Item 2.5 Stage 1V — Ranking and Contract Negotiations, all scores from Stage II and. Stage 111 have been added together and the Proponents have been ranked based on their total scores. The Evaluation Committee instructed Supply & Services to arrange interviews for Barry Bryan Associates and Aecom to proceed to Stage V — Interviews. Interviews with Barry Bryan Associates and Aecom took' place on Thursday, May 17, 2018. Barry Bryan Associates, Architects, Engineers, Project Managers is the highest ranking proponent in the amount of$249,000.00 plus HST. The highest ranking proponent may be engaged for contract negotiations. Please advise if this is required. A budget of $400,000.00 was provided to Supply & Services for this procurement. In accordance with Part B. Material Disclosures, item 1, as a pre -condition of award, the selected proponent, Barry Bryan Associates will be required to provide the following documents for review: (a) • A copy of the City's Health and Safety Policy form currently dated and signed; and (b) The City's certificate bf insurance or approved alternative form shall be completed by the Proponent's agent, broker or insurer. Please advise if we are to proceed with this task. In accordance with Purchasing Policy Item 10.04, where written proposals are obtained by the Manager in accordance with procedures set•out in Section 06 and funds are available in the' approved budget; (c) An award over $50,000 is subject to the additional approval of Council. 149 33 Please include the following items in your report to Council: 1. if Items (a) noted above are acceptable to the Co-ordinator, Health & Safety or designate, if required; . 2. if Item (b) is acceptable to the Manager, Budgets & Internal Audit; • 3. any past workexperience with the highest ranking proponent Barry Bryan Associates including work location; • 4. the appropriate account number(s) to which this work is to be charged; 5. the budget amount(s) assigned thereto; 6. Treasurer's confirmation of funding; 7. related departmental approvals; and 8. related comments specific to the project. Upon receiving Council's approval, an approved requisition will be required to proceed. Do not disclose any information to enquiries during this time. The Proponents will be advised of the outcome in due. course. If you require further information, please feel free to contact me ora member of Supply & Services. JM attachments RFP -7-21)18 Pickering Recreation Complex Renovations 150 34 Page 2 of 2 �\ BBA BARRY BRYAN ASSOCIATES Architects Engineers Project Managers 201.250 Water Street, Whitby, Ontario Canada LIN 0G5 Tele: 905.666.5252 Toronto: 905-427-4495 Fax: 905.666.5256 Email: hha@hba•archeng.com www.hba-archeng.com ATTACHMENT __ TO REPORT Gs c ) / S Notice of Change to Scope of Services No. 1 To: City of Pickering Culture & Recreation Department, 1867 Valley Farm Drive, Pickering, Ontario L1V 3Y7 Attn: Vince Plouffe, OAA, MRAIC Project No.: Date: Project: 18149 September 24, 2018 City of Pickering Recreation Complex Pool Change Room and Main Entrance Lobby Renovations The following items constitute proposed changes to the original contract dated July 7, 2018 for this project. Unless noted otherwise, work will not proceed until authorization is received by the signed acknowledgment of this notice or by separate letter or by a Purchase Order. 1. Description of Change Additional Design Services for the New Mezzanine Extension, Ground Floor Change Room Improvements, HVAC Upgrades, and Main Entrance Re -Alignment at the City of Pickering Recreation Complex 2. Change to Scope of Services BBA recently provided the City of Pickering with the schematic design options for the project. The preferred option for the project included completing the extension of the mezzanine floor deck towards the pool wall to create new floor space for the existing fitness area and ground floor space to accommodate an expanded new change room layout. The objective with the proposed design concept was to outline the benefits of increasing the floor areas on the ground floor and mezzanine to improve the facility programming layouts and use of the space. The option generally involves creating additional mezzanine floor area to accommodate the relocated fitness area from the ground floor, creating the additional ground floor area for the expansion of the change rooms and washrooms. Part of the scope of work will also include the review of the existing HVAC systems on the mezzanine to accommodate the fitness area on the mezzanine floor and the expanded ground floor area for the change rooms. We have included the addition of a new mechanical unit(s) and spacial separations as required to improve the mechanical system operation within the renovation area. The new public change room design will include a link between the existing family change room space creating one large public change area. The public change room and members change rooms will extend onto the expanded ground floor area towards the pool separation wall. BBA will complete the designs to improve functionality of the change rooms with the larger layouts to increase circulation from the change areas to the pool deck and surrounding fitness areas. The larger change facilities created by the expanded ground floor areawill be designed to consider future growth optimizing the number of lockers, benches, change stalls, while satisfying the current accessibility requirements for the space. BBA will provide additional architectural, structural, mechanical, and electrical engineering services to accommodate the added mezzanine floor, new ground floor area, interconnection with the new and existing change rooms, new spacial separations, and improved HVAC at the mezzanine level. BBA will produce detailed designs and drawings for the additional renovation scope of work outlined above. The drawings will be suitable for building permit, tender, and constructions. BBA's scope of work includes all additional construction administration services associated with the project revisions identified above. BBA will also consider the alignment of the exterior main entrance to the recreation complex of part of the additional scope of work. We will review options to relocate the entrance from • Valley Farm Drive to a location where the approach is centralized on a parallel axis with the existing walkway through Esplande Park. 35 We understand the realignment of the main entrance is being considered to improve the connection of the Recreation Complex with the surrounding Municipal Buildings and gathering areas We have assumed the added construction value of the mezzanine extension and HVAC upgrades will be approximately $1,200,000.00 3. Location City of Pickering Recreation Complex, 1867 Valley Farm Road, Pickering, Ontario 4. Reason for Change Client Request I acknowledge receipt of this Notice of Change to Scope of Services and instruct Barry Bryan Associates to proceed immediately with the changes as indicated. The additional fees for such work will be: on a time and material basis for a lump sum fee of $79,000.00, plus HST as broken down below. Issued by: Architectural Services Structural Engineering Mechanical Engineering Electrical Engineering Civil Engineering $24,000.00 $16,500.00 $13,500.00 $10,000.00 $15,000.00 Accepted by: Doug McLaughlin, P. Eng. Name September 24, 2018 Date Date All other terms of the contract will apply. 36 Page 2 BBA Cly PJCKER1 NG Report to Council Report Number: CS 30-18 Date: October 1, 2018 From: Marisa Carpino Director, Community Services Subject: Quotation No. Q-24-2018 - Advertising in City of Pickering Arenas - File: A-1440 Recommendation: 1. That Quotation No. Q-24-2018, for advertising in City of Pickering Arenas, submitted by BoardView Advertising Inc. be accepted; That the Mayor and City Clerk be authorized to execute the Licence Agreement pursuant to which BoardView Advertising Inc. will be permitted to install and maintain advertising devices in City Arenas, in the form included as Attachment 1, subject to such revisions as are acceptable to the Director, Community Services and the Director, Corporate Services & City Solicitor; and, 3. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report: Executive Summary: The Licence Agreement permitting .BoardView Advertising Inc. to install and maintain advertising in the Pickering Recreation Complex Arena and Don Beer Arena expired on June 30, 2018. As a result, the City of Pickering issued Quotation No. Q-24-2018 on the City's website inviting prospective proponents to submit proposals for advertising at City Arenas. The Arena Advertising Licence Agreement is for a three year term with an option in favour of the City to extend the agreement on the same terms and conditions for two, one year optional terms. Two proposals were received by the deadline of August 28, 2018. BoardView Advertising Inc. is the highest scoring proponent of Quotation Q-24-2018 with guaranteed revenues of $165,000.00 (plus HST) paid to the City of Pickering over the three year term. In conjunction with staff's review of the company's previous work experiences and references, the Community Services Department recommends that Quotation No. Q-24-2018 submitted by BoardView Advertising Inc. be accepted and the Licence Agreement be initiated with BoardView Advertising Inc. for advertising at City Arenas for the period of November 1, 2018 to October 31, 2021. 37 CS 30-2018 October 1, 2018 Subject: Quotation No. Q-24-2018 Page 2 Financial Implications: The revenue to be generated from the Licence Agreement with BoardView Advertising Inc. is guaranteed to be a minimum of $55,000.00 per year (plus HST) for a total of $165,000.00 (plus HST) over the three year term. The total advertising revenue collected by the City of Pickering from the recently expired Arena Advertising Licence Agreement was $33,000 (plus HST) per year for a total of $99,000.00 (plus HST) over the three year term. This new advertising agreement represents a 67 percent increase in Arena advertising revenues. Discussion: The Licence Agreement for Advertising at City Facilities expired on June 30, 2018. For this reason, the City of Pickering prepared and posted Quotation No. Q-24-2018 on the City's website on August 8, 2018 inviting prospective proponents to submit proposals by the deadline of August 28, 2018. The Arena Advertising Licence Agreement is for a three year term from November 1, 2018 to October 31, 2021 (inclusive) with an option in favour of the City to extend the Licence Agreement on the same terms and conditions for two, one year optional terms. Under the terms of the Licence Agreement, BoardView Advertising Inc. is to install and maintain advertising devices at the Pickering Recreation Complex Arena and Don Beer Arena at no cost to the City of Pickering. These advertising devices may include framed advertising, rink board signs, illuminated displays, restroom partition and whiteboards with advertising panels. The City of Pickering reserves the right of refusal on all advertising and retains the right to fill empty spaces with City/sponsor advertising. Award to the highest ranking proponent, BoardView Advertising Inc., will be conditional upon receiving the City's Health & Safety form, Clearance Certificate issued by Workplace Safety & Insurance Board and the Certificate of Insurance as deemed acceptable to Manager, Budgets & Internal Audit. The Community Services Department recommends Quotation Q-24-2018 submitted by BoardView Advertising Inc. be accepted and the Licence Agreement be initiated with BoardView Advertising Inc. for advertising at City Arenas for the three year period of November 1, 2018 to October 31, 2021 inclusive. Attachments: 1. Draft Licence Agreement 2. Supply & Services Memorandum dated September 17, 2018 38 CS 30-2018 October 1, 2018 Subject: Quotation No. Q-24-2018 Page 3 Prepared By: Approved/Endorsed By: Marisa Carpino Ray 'Rodfigues Director, Community Services Manager, Supply & Services Stan Karwowski, M:: , PA, CMA Director, Finance & Treasurer :mc Recommended for the consideration of Pickering City Council Tony P, evedel, P.Eng. Chief/ Administrative Officer 39 ATTACHMENT# 1 TO REPORT# Appendix A — Form of Agreement Sample only This Licence Agreement made as of November 1, 2018. Between: XXXXXXXXXXXXX (the "Company") - and — The Corporation of the City of Pickering (the "City") 90 - to WHEREAS the City has agreed to allow the Company to licence certain areas of the City's Recreation Complex and Don Beer Arena for advertising purposes; Now Therefore the City and the Company agree as follows: Interpretation 1. In this Licence, "Arenas" means those portions of the Pickering Recreation Complex at 1867 Valley Farm Road, Pickering (Delaney and O'Brien Arenas) and the Don Beer Arena at 940 Dillingham Road, Pickering (Pads 1, 2 and 3) used for ice skating and ice hockey purposes, whether or not they are actually being used for those purposes at any time; "Arena Boards" means the playing surface side of the boards surrounding the Arenas; "Advertising Devices" means the wall advertising panels, display cases and panels in designated locations at the Don Beer Arena and the Pickering Recreation Complex Arena; and "Term" means the term of this Licence Agreement as set out in Section 4. 2. The headings of articles are for convenience of reference only and are not intended to limit, enlarge or otherwise affect their meanings. 40 3. Unless otherwise specified, references in this Agreement to Sections and Schedules are to Sections and Schedules in this Agreement. Term 4. The term of this Licence shall be three (3) years commencing on November 1, 2018 and ending on October 31, 2021, with two Option Years November 1, 2021 — October 31, 2022 and November 1, 2022 — October 31, 2023. Licence Fees 5. The Company shall pay to the City, plus applicable H.S.T., set out in (a) below: (a) Minimum Yearly Sum Licence Year Minimum Fee Year 1 (Nov. 1, 2018 — Oct. 31, 2019) $ Year 2 (Nov. 1, 2019 — Oct. 31, 2020) $ Year 3 (Nov. 1, 2020 — Oct. 31, 2021) $ Option Year 1 (Nov. 1, 2021 — Oct. 31, 2022) $ Option Year 1 (Nov. 1, 2022 — Oct. 31, 2023) $ 6. The Company shall pay the City without any deduction, set-off or abatement except as expressly provided under this Licence, 100% of the Minimum Yearly Sum set out in Section 5(a) in equal monthly installments on the 1st day of each month of the Term commencing November 1, 2018. Year End Statements 7. The Company shall within thirty (30) days after the end of each year of the Term provide the City with a statement for the previous year's total gross billings as well as providing a statement of accuracy by a firm of Chartered Accountants. Any adjustment in the amount of the licence fee payable by the Company under Section 5 shall be made on or before the 30th day of November of the next year of the Term, and in the case of the year 2021 on or before the 31st day of October 2021. Such documentation shall be kept confidential by the City and will be returned to the Company upon request. Examination of Statements 8. The City shall, at its discretion, have the right at all reasonable times to examine the Company's statements of total gross billings. 41 Use, Repair, Maintenance and Alterations 9. The Company shall pay for capital costs and all costs of installing and maintaining the proposed new media devices at the locations described in Schedule "A". 10. The Company shall use all Advertising Devises and areas only for the purpose of erecting and maintaining advertisements at the new media locations described in Schedule "A" Sections 1 - and at the following existing locations: Item 1 - Framed Advertising The City of Pickering reserves right of refusal on all advertising. Vendor to provide monthly inventory of all booked spaces. City to retain rights to fill any empty spaces with City/Sponsor Advertising. Facility Qty Size Location City Revenue/month/ location Pickering RecreationThroughout Complex Arena 6 4 x 4 lobby and arena seating areas $ Pickering Recreation Complex Arena 144' x 8' Throughout lobby and arena seating areas $ Pickering RecreationThroughout Complex Arena 6 4 x 4 lobby and arena seating areas $ Pickering Recreation Complex Arena 14 4' x 8' Throughout lobby and arena seating areas $ Total $ Item 2 - Split Screen Monitor Advertising (City Schedules and Advertising) Size/Style* Vendor to provide recommendations. The City of Pickering reserves right of refusal on all advertising Vendor to provide monthly inventory of all booked spaces. City to retain rights to fill any empty spaces with City/Sponsor Advertising Facility Qty Location Size/Style City Revenue/month/ location Pickering Recreation2 Complex Arena Main Entrance on way into rinks $ Don Beer Arena3 Outside each ice pad $ Total $ 42 Item 3 - Replacement/Addition of Advertising Board Size/Style* Vendor to provide recommendations.• City of Pickering reserves right of refusal on all advertising Vendor to provide monthly inventory of all booked spaces. City to retain rights to fill any empty spaces with City/Sponsor Advertising. Facility Qty Size/Style City Revenue/month/ location Pickering Recreation Complex Arena (replacement) 1 Pickering Recreation Complex O'Brien Rink $ .Don Beer Arena (replacement) 1 15 $ Total $ Item 4 - Dasher Boards City of Pickering reserves right of refusal on all advertising Vendor to provide monthly inventory of all booked spaces. City to retain rights to fill any empty spaces with City/Sponsor Advertising. Facility Qty City Revenue/month/location Pickering Recreation Complex Delaney Rink 20 $ Pickering Recreation Complex O'Brien Rink 15 $ Don Beer Arena - Arena 1 15 $ Don Beer Arena - Arena 2 15 $ Don Beer Arena - Arena 3 15 $ Total $ 43 Item 5 - Arenas - Illuminated Display Size/Style - Vendor to provide recommendations. City of Pickering reserves right of refusal on all advertising Vendor to provide monthly inventory of all booked spaces. City to retain rights to fill any empty spaces with City/Sponsor Advertising. Facility Qty Size/Style City Revenue/month/ location Pickering Recreation Complex Delaney Rink 2 on east wall 2 on west wall Don Beer Arena $ $ Total Pickering Recreation Complex O'Brien Rink 1 east wall $ Don Beer Arena Arena 1 1 each end of pad $ Don Beer Arena Arena 2 1 each end of pad $ • Don Beer Arena Arena 3 1 each end of pad $ Total $ • Item 6 - Restroom Partition Advertising City of Pickering reserves right of refusal on all advertising Vendor to provide monthly inventory of all booked spaces. City to retain rights to fill any empty spaces with City/Sponsor Advertising. Facility Qty City Revenue/month/ location Pickering Recreation Complex Arena 38 $ Don Beer Arena 45 $ Total $ tem 7 - Change Room Whiteboards Facility Qty City Revenue/month/ location Pickering Recreation Complex Arena 12 $ Don Beer Arena Arena 1-2-3 Dressing Rooms 18 $ Total $ 44 11. The Company shall, at no cost to the City, supply all labour, materials, tools, equipment, appliances, travel and freight to perform the services required to implement its right to advertise. 12. Advertisements placed on the Arena Boards shall be made of a water- resistant substance capable of withstanding the normal wear and tear associated with such Arena Boards, without tearing or being damaged in such a manner as to adversely affect the surface of the Arena Boards. 13. The Company shall place all advertisements at its own cost and at time or times and in a manner or manners satisfactory to the. City. 14. All advertisements on the Arena Boards and the Advertising Devices identified in Section 10 other than Item 2 shall be supplied and installed by the Company and shall remain the property of the Company despite the fact that they may be affixed to City property. The proposed new advertising devices described in Schedule 'A' shall remain the property of the Company despite the fact that they may be affixed to City property. 15. The Company shall be responsible for the maintenance of the Advertising Devices including the replacement of electric bulbs and tubes and will attend to any damage done to such devices within 48 hours of the City notifying the Company of such damage. The City shall inform the Company of any damage to the Advertising Devices immediately following acknowledgement of such damage. All of the foregoing to be done at no cost to the City. The City shall supply, install and maintain all required electrical service, including all conduit and cable to all the advertising devices at no cost to the Company. 16. The Advertising Devices identified as Item 4 in Section 10 shall be supplied by the City at no cost to the Company. Such Advertising Devices shall remain the property of the City and be maintained by the City, including the replacement of tubes and bulbs, despite any right or obligation respecting granted to or imposed upon the Company under this Agreement. 17. All advertisements placed on Advertising Devices owned by the City shall be made of "Lexan" or a material of similar weight and properties. The City reserves the right to reject any material it deems to be unsatisfactory and the Company shall replace with an approved alternative. 18. Notwithstanding Section 17, the Company shall not install Advertising Devices in places where, in the City's opinion, they cannot be conveniently or safely installed. 19. The Company shall keep in good repair and maintain at all times the advertising and Advertising Devices so that same shall not constitute a 45 hazard. The Company shall ensure that all such repairs meet all applicable requirements of municipal and government authorities. 20. The Company shall not construct, build, erect or install any improvements or fixtures on any City property without the prior written approval of the City. 21. The Company will make one space available to the City in each advertising device bi-annually for such publicity as the City from time to time desires, relative to its undertaking or other matters of public interest and place such advertisements at the Company's own cost. 22. No advertisement on either the Arena Boards or Advertising Devices shall advertise, promote or mention in any way, (a) cigarettes, cigars or any tobacco product; (b) liquor, wine, beer or any other alcoholic beverage; (c) soft drinks, fruit drinks, potable waters, flavoured milks or any other non- alcoholic beverage, including any syrup and preparation from which they may be made, except those which from time to time are manufactured and sold or distributed and sold by Coca-Cola Ltd.; (d) fitness clubs, health and wellness facilities and/or competitive services with prior consent from the City; (e) refer to matters of questionable taste in reference to its content or presentation; (f) offensive and/or racial matters; (g) the endorsing or advocacy of, or opposition to, a political point of view, policy or actions, and/or any advertising which tends to disparage a candidate, party or cause; or (h) religious advertising which promotes a specific ideology, ethnic, point of view, policy or action, which,- in the opinion of the City might be deemed prejudicial to other religious groups or offensive to uses of City property; 23. An advertisement can advertise, promote or mention, (a) a name of any political party and/or advocating the candidacy of an individual provided the content is in keeping with all guidelines and that the message centers on the candidate's name, and party affiliation, the office being sought, election date or other such information pertinent to the election, whether municipal, federal or provincial; 46 (b) information to the public informing them of the specifics relating to a meeting, gathering or event if the information is confined to subject, name of speaker, location, date and time of event; and (c) information related to religious matters designed to.promote a specific meeting, gathering or event, if the information is confined to subject, name of speaker, location, date and time of event. 24. The Company acknowledges that the City is guided by the Canadian Code of Advertising Standards, however, the City is the sole and final arbiter in all matters relating to the advertising in or on City property. The City may refuse or order removal of any message at any time, at its discretion. 25. Any advertisement placed in and/or on the Arena Boards or Advertising Devices shall be of moral and reputable character and the Company shall forthwith remove any advertisement that the City, in the reasonable exercise of its discretion, desires removed. Indemnity 26. The Company shall indemnify and save harmless from any and all manner of actions, causes of actions, suits, damages, losses, costs, claims and demands of any nature whatsoever arising during the term of this Agreement out of: (a) any actual or alleged libelous or obscene advertisement or notice or any actual or alleged copyrighted matter in any advertisement notice; (b) any injury or death to any person resulting from the work herein described; (c) any liability which might arise from any breach of the municipal, provincial or federal regulations, ordinances, by-laws and laws; (d) any debts or obligations contracted by the Company or its employees in conjunction with the performance of this Agreement; (e) the placing and/or removal of any advertisements on the City property; or (f) any claim being made by any person against the City in connection with the advertising. 27. The obligations of the Company to indemnify the City under the provisions of Section 26 with respect to liability by reason of any matter arising during the Term shall survive any termination of this Licence. Nothing in this Section shall create or extend any right for the benefit of any third party. 47 Insurance 28. The Company shall, throughout the Term,. at its sole cost and expense, take out and keep in force and effect the following insurance: (a) Comprehensive liability insurance of not less than five million ($5,000,000) per occurrence which shall include contractual liability coverage for liability including claims that might be brought against the City by any employee of the Company or any sub -contractor; (b) Automobile liability insurance of not less than two million ($2,000,000) per occurrence in respect of each owned or leased license vehicle for liability including claims that might be brought against the City by any employee of the Company or any sub -contractor; and (c) Advertiser's liability insurance which shall include contractual liability coverage for liability including claims arising out of libel, slander, unauthorized use of ideas or other materials and invasion of privacy. 29. The policy shall include The Corporation of the City of Pickering as an additional insured in respect of all operations performed by or on behalf of the Company. 30. The policy shall not be altered, cancelled or allowed to expire or lapse, without thirty (30) days prior written notice to the City. 31. The Company shall provide a Certificate of Insurance to the City upon request and if the City is not provided with a.copy of the policy or a renewal thereof during the Term, at least thirty (30) days prior to its expiration date, then the City may arrange for the required coverage at the expense of the Company, which may be recovered from amounts owed to the Company. Assignment 32. The Company shall not assign or sub -licence all or any portion of this Licence Agreement without the. City's consent. Default 33. If the Company is in default of any payment to the City and such default has continued for a period of thirty (30) days following written notice to the Company, the City may elect to terminate this Licence Agreement and remove all advertising from the Arena Boards and/or the Advertising Devices without further notice to the Company. Notice 34. All notices, demands, requests, objections and payments which may be or are required to be made or given pursuant to this Licence Agreement shall 48 be sufficiently given if served personally upon the party or any executive officer of the party for whom it is intended, or mailed, prepaid and registered, and in the case of the City, addressed to it at: The Corporation of the City of Pickering Attention City Clerk Pickering Civic Complex One The Esplanade Pickering, Ontario L1V 6K7 and in the case of the Company: XXXXXXXXXXX or at such other address as the parties may from time to time advise by notice in writing. The date of receipt of any such notice, demand or request shall be deemed to be the date of delivery if such notice, demand or request is served personally or, on the second business day next following the date of such mailing if mailed as aforesaid. Miscellaneous 35. Upon the expiry of the Term, the Company agrees to remove all advertisements placed by it within thirty (30) days. If such advertisements are not so removed, the City may do so charging the Company with all reasonable expenses for so doing. 36. No term, covenant or condition of this Licence Agreement shall be deemed to have been waived unless such waiver is in writing. 37. The Licence Agreement shall enure to the benefit of and be binding upon the City and the Company and their respective successors and permitted • assigns. Conflict of Interest 38. The Company acknowledges that neither it, nor its principle officers, staff or its contractors have actual or potential conflicts of interest that would preclude the Company from entering into this Licence. The Company shall notify the City in writing in the event that a specific task creates an actual or potential conflict of interest that may preclude involvement on a particular component of this Licence. 49 In Witness Whereof the parties have signed this Licence Agreement. XXXXXXXX. Name: Title: Name: Title: The Corporation of the City of Pickering David Ryan, Mayor Debbie Shields, Clerk 50 ATTACHMENT #_' TO REPORT# PICKERING Memo To: From: Marisa Carpino September 17, 2018 Director, Community Services Ray Rodrigues Manager, Supply & Services Copy: Administrative Assistant, Community Services Subject: Quotation No. Q-24-2018 Advertising in City of Pickering Arena's Closing Date: Tuesday, August 28, 2018 at 12:00 Noon. File: F-5300-001 A summary of the Stage II and III evaluation results for each quotation is attached for review. BoardView Advertising Inc. is the top ranked respondent with a submitted price of $165,000.00 (HST Excluded). In accordance with Appendix D — Request for Quotations Particulars, Item B: Material Disclosures, the following documents will be requested from BoardView Advertising Inc. (a) A copy of the City's Health and Safety Policy form currently dated and signed; (b) A copy of the current Clearance Certificate issued by Workplace Safety & Insurance Board; and (c) The City's certificate of insurance or approved alternative form shall be completed by the bidder's agent, broker or insurer. Please advise if Supply & Services is to proceed with this task. In accordance with Purchasing Policy Item 06.04, the authority for the dollar limit as set out below excludes HST. In accordance with Purchasing Policy, Item 06.12, revenue generating proposals for services are subject to the approval. of Council prior to the Manager awarding the contract. Subject to receipt of approvals on Health & Safety and insurance documents, please provide your recommendation in report form. After receiving Council's approval, an approved "on-line" requisition will be required to proceed. Please direct all enquiries to Supply & Services. Respondents will be advised in due course. If you require further information or assistance, do not hesitate to contact me or a member of Supply & Services. RR/rr Attachments (1) 51 Cdy 6(1 DICKERING Report to Council Report Number: CAO 08-18 Date: October 1, 2018 From: Tony Prevedel Chief Administrative Officer Subject: City Centre Vision: Design and Implementation Strategy - File: A-1440-001 Recommendation: 1. That staff be directed to commence negotiations with OPB Realty Inc., the owner of Pickering Town Centre (PTC), on a joint venture initiative to develop Phase One of the City Centre Vision, which includes a portion of the PTC lands immediately west of Glenanna Road and City of Pickering lands immediately south of The Esplanade South, as shown in Attachment No. 1; 2. That the above negotiations include the construction of anew Arts Centre by PTC, with lease terms to be mutually agreed upon; 3. That the above negotiations include the construction of a new Seniors/Youth Centre and a new Central Library adjacent to a public square, on a parcel to be transferred to the City of Pickering; 4. That, as part of the above negotiations, consideration be given to transferring City of Pickering lands south of The Esplanade South to PTC, as part of the City's equity in the entire project; 5. That staff be directed to continue discussions with CAPREIT with respect to the adjoining 10 acre parcel immediately south of the Civic Complex, with a view to ensure compatibility of their proposed redevelopment and intensification with the overall City Centre Vision; and 6. That the appropriate City of Pickering officials report back to Council bythe first quarter of 2019 with a proposed implementation plan and business case. Executive Summary: During the 2017 budget process, the concept of a Grande Esplanade Project was first introduced to Council. The initial concept plan envisioned the Arts Centre, the Seniors/Youth Centre, and the Central Library expansion being planned within the City of Pickering lands south of the Civic Complex. After further review and study during the course of 2017, funds were then included and presented to Council during the 2018 budget process, for the design and construction of the proposed new Seniors/Youth Centre ($26.5 million), plus $400,000 in soft costs to determine and set the City's facility operational statement of requirements, identify all building design criteria, system requirements, performance levels and other deliverables. This latter work was necessary to 52 CAO 08-18 October 1, 2018 Subject: City Centre Vision Page 2 ensure protection of the City's interests as part of a potential public/private partnership for construction of the facility. With the recent closing of Sears retail stores across the country, and in particular at the Pickering Town Centre (PTC), the relocation of the movie theatres to the west side of the mall, and the major shift occurring within the retail landscape, staff have had preliminary discussions with OPB Realty Inc., the owner of PTC, regarding the redevelopment of the east side of the PTC property to establish a variety of compatible residential and non-residential uses that would fit within the context of the City's vision for intensification within the City Centre. Specific consideration has been given to the creation of a public square, the relocation of the Central Pickering Library to the east side of the mall, and the development of an Arts Centre and a Senior/Youth Centre on the PTC property. Additionally, staff have been in contact with CAPREIT, owners of residential properties directly south of the Civic Complex, who are considering redevelopment of their lands to integrate with this overall vision. This presents a unique opportunity to integrate a number of distinct, yet significant, private and public interests in a cohesive and architecturally visceral manner, which would create a true landmark destination that would transform the downtown core and ultimately redefine Pickering's identity. The ability to combine a dense and walkable residential community with a dynamic commercial node, state of the art municipal facilities, and a central public plaza will transform this City Centre into a vibrant and high quality sustainable community where residents can live, work, learn, and play. This transformation will require close cooperation between all stakeholders, including PTC, City Council, and staff in order to successfully implement the new vision. There are several significant components to be agreed upon, which consists of: developing the master plan for the City Centre Vision; working together to optimize the use of both City of Pickering and PTC owned lands; accommodating the new and improved community facilities in the area; and providing parking for all of the proposed uses. City staff will stress the importance of developing a mix of housing and home ownership opportunities to serve a broad and diverse spectrum of residents. In addition, staff will advocate for the integration of smart and technologically innovative features into the project to strengthen Pickering's reputation as a smart city, and attract the best and brightest residents and businesses. The City Centre is recognized as the heart of the City, a gathering place for residents and the focus of the City's revitalization efforts. This development will give the City Centre a definable identity, and a thriving and attractive environment offering distinct culture, arts, recreation, entertainment, retail, restaurants and employment. Effectively, this new City Centre will create a welcoming destination for all ages and cultural groups to use every day. 53 CAO 08-18 October 1, 2018 Subject: City Centre Vision Page 3 Financial Implications: There are 2 cost components to be considered for any new City facility: construction and operation. Both of these costs can have a Targe financial impact to the City/taxpayer. Capital Costs & Funding The most recent Development Charge Study (adopted December 11, 2017) includes major funding for the Seniors/Youth Centre and Library. A breakdown of the funding is presented below. Project DC Taxpayer Funding Funding cyo Seniors/Youth Centre 87.74 12.26 Library 51.26 48.74 For every dollar spent on the Seniors/Youth Centre project, the taxpayer is only responsible for 12.26 cents. The preliminary Seniors/Youth Centre estimated (2018) cost is $26.3 million, of which $23.1 million will be funded from development charges. The finance strategy is to fund the taxpayer share ($3.2 million) through long-term (20) year debt. As the 2018 budget already includes funding for the debt charges, this project is shovel ready from a financial perspective. Development charge funding for capital projects is related to new growth. The new Central Library facility associated with phase one represents additional space attributed to new growth and replacement of the existing building. Therefore, development charge funding can only be applied to the additional space, and this results in a higher taxpayer funding component. However, with the new Seniors/Youth Centre building being in very close proximity to the new library, there may be an opportunity to achieve economies of scale regarding these two buildings to reduce their physical space and therefore, cost. Given the substantially higher level of DC funding available for the seniors/youth building, opportunities will beexplored to take advantage of this funding opportunity. Operating Costs These new buildings will be designed with proven energy efficient technologies to reduce future energy and operating costs as much as possible. From a financial planning perspective, it is assumed that each building will have higher operating costs due to increased staffing (programming) and a higher level of service (longer hours). Staffs preliminary assumption is that each building's additional operating cost will be approximately $350,000 per year. City Centre Phase One Assessment Growth City Centre Phase One includes the construction of several new buildings that will generate additional assessment/taxation revenues. With greenfield development, the City experiences additional costs, such as snow removal associated with new roads and grass cutting for new parks. However, it is anticipated that the additional costs with the City Centre Phase One 54 CAO 08-18 October 1, 2018 Subject: City Centre Vision Page 4 development will be minimal and that the additional assessment growth will be applied to offset capital and operating costs. At this time, the overall planning is at a highly conceptual level. It is staff's understanding that Phase One will consist of construction of the.following new buildings: A condominium tower along the South Esplanade, and 2 condominium towers, a hotel and retail on the PTC property. The property tax revenue for each condominium tower can range from $400,000 to $600,000, depending upon the number of floors and sales price of the units. The property tax yield for the new hotel and retail space cannot be estimated or calculated as detailed information necessary to establish the assessment value is not available. Additionally, the demolition of the Sears building and east wing of the mall will reduce the,additional taxation revenue. The preliminary financial plan is to allocate the additional property tax revenue generated from the Phase One construction to the capital cost of the new city facilities. The financial outlook associated with this multi -building project will become clearer as the various building footprints and design are refined. Larger/taller buildings will generate additional property taxation revenues and smaller buildings will reduce the City's taxation revenue. Staff will include project details and costs estimates in future reports as they become available. Discussion: - The development opportunity within the Pickering City Centre provides a Tong -term direction for the City. It is the culmination of concepts and ideas that originated within the City's visioning exercise completed in 2012. The City Centre Vision will be dynamic and flexible to accommodate the growth opportunities for current and future planning policies. Central Library The need for an expanded Central Library facility has been documented in previous reports prepared by the Library, with the assistance of Chamberlain Architects Services Limited. PTC is proposing to build a new, state-of-the-art expanded Central Library that meets the City's requirements, and placing the new library adjacent to and integral with the mall. The proposed new Central Library building is intended to be approximately 55,000 sq. ft.in gross floor area, which would address the space and facility deficits, which have been identified by the community. The new build library would be designed in alignment with principles established through community consultation and outlined in a report previously submitted to Council. It will be a spacious, highly visible, welcoming and accessible place where all members of the community can come together to gather information and exchange ideas. This new state-of-the-art library is also envisioned to incorporate the needs of a generation that reads, learns, and thinks differently. The relocation of the Central Library to the PTC lands will create vacant space within the Civic Complex, which will allow consolidation of City staff into one central location and offer room for expansion and growth. 55 CAO 08-18 October 1, 2018 Subject: City Centre Vision Page 5 Seniors and Youth Centre The Seniors Centre at the East Shore Community Centre has reached its end of life. With the vibrancy of the South Pickering Senior's Club and the need for youth facilities, it is essential to have a new state of the art multi-purpose recreation facility located in the heart of the City's downtown core. The new Seniors/Youth Centre is anticipated to feature a full sized gymnasium, meeting/program rooms, and youth and seniors spaces to meet the recreational needs of this growing and thriving demographic. Originally built in 1951 as a local elementary school, the East Shore Community Centre (ESCC) was later purchased by the City of Pickering and converted into a community centre. Several additions have been made to the building over the years, including the Seniors' Centre expansion in 1988 and Lawn Bowling/Community Room expansion in 1999. In the end, ESCC was not designed or built as a functional Seniors Centre and there are no further space efficiencies to be found within the confines of the existing structure. Unfortunately, the needs of Pickering's active seniors population, including the South Pickering Seniors' Club, are not effectively being met at the existing ESCC. Similarly, ESCC provides insufficient facility amenities to Pickering youth as the gymnasium is undersized and the youth room is heavily worn. For this reason, the City of Pickering often relies on school gymnasiums to provide municipal sport/recreation activities, which can be inefficient and unreliable. A dedicated full sized gymnasium within a new Seniors/Youth Centre will allow for a variety of shared uses over the course of the day. Clearly, today's youth and seniors are looking for safe, informal and creative social environments • where they can gather and participate in programs. A new Seniors/Youth Centre in Pickering's downtown (which has direct access to public transit, access on foot or bicycle, proximity to commercial areas and municipal amenities such as parklands, recreational facilities and libraries) will provide immediate and intangible benefits to Pickering's seniors and youth. Arts Centre The proposed Arts Centre has been endorsed unanimously by Council and the partnership with PTC will bring this much needed facility to Pickering. The Arts Centre is envisioned to include a theatre, visual arts gallery and rehearsal/program space and will create a cultural hub in Pickering's downtown. At this early stage, staff will consider the need to hire the Executive Director of the new Arts Centre so that the City has direct input into the design and construction of this world class facility. The City of Pickering will continue to collaborate with the Durham West Arts Centre (DWAC) Foundation on this important project. DWAC Foundation has provided invaluable expertise from its members, and worked very closely with the City of Pickering over the past several years to bring this vision to life. Planning Considerations, The City's Urban Design Guidelines were endorsed by Council in April, 2017 and are intended to assist with decision making for all development proposals within the City Centre in terms of built form, streetscape and open space design. 56 CAO 08-18 October 1, 2018 Subject: City Centre Vision Page 6 One of the key objectives of the community vision for the City Centre is that it will be a place that contains a variety of housing choices that offer a high quality of life for people of different ages and incomes to enjoy. These places will be in close proximity to transit, their place of work, and the services that Pickering City Centre has to offer. Phase One of the City Centre development will combine a number of mixed use buildings, with City facilities on the ground floor(s) and office or residential towers above, effectively creating a financially viable and sustainable development that meets the objectives of the Urban Design Guidelines. To encourageaffordable housing, City staff will be exploring the option of waiving development charge fees with matching contributions from the Region of Durham. As the master plan is refined, consideration will be given to strategically locate these buildings so as to optimize visibility of the iconic Pickering City Hall building and these new City facilities, while anchoring the public space. Moving Forward The City has retained Chamberlain Architect Services Limited to work closely with City staff and PTC in the development of design concepts and master plans to support the City's vision of the City Centre. Chamberlain previously provided conceptual facility designs for the Senior/Youth Facility and for the Central Library expansion as part of the original Grande Esplanade project. Given the firm's experience with these facilities, and the City Centre itself, Chamberlain Architects are well positioned to represent the City's interests to ensure consistency with the City's functional requirements and desired outcomes for the City Centre. Once our discussions with the stakeholders have reached a point where a feasible business case can be put forward, staff will report back to Council for further direction and implementation. It is our desire to see all of the above projects break ground within a 3 to 4 year window. In order to realize the fullest potential of the City Centre, it is essential for the City of Pickering to have a close and positive collaboration with its surrounding neighbours over these next several months and years. To this end, it is recommended that Council direct staff to commence negotiations with OPB Realty Inc., the owner of PTC, on a joint venture initiative to develop Phase One of the City Centre Vision and to continue discussions with CAPREIT with respect to the adjoining 10 acre parcel immediately south of the Civic Complex. Attachments: 1. Sample Renderings 57 CAO 08-18 October 1, 2018 Subject: City Centre Vision Page 7 Prepared By: Paul Bigioni Director, Corpor ervices & City Solicitor Stan Karwowski, MBA, CPA, CMA Director, Finance & Treasurer Kyle Bentley, P. Eng Director, City Development & CBO Prepared By: Cathy Grant CEO, Pickering Public Library Marisa Carpino, MA Director, Community Services Recommended for the consideration of Pickering City Council Toni Prevedel, P.Eng. Chief Administrative Officer 58 MASTER PLAN L � L ATTACHMENT#LTO REPORT #-% :is -- )11F—* -+*--+--*-*-----. _r. O. • .►. r . *-46.. 431 1 ,r Ise Concept only I••to ill 0, ,s:l �..-r•,I:r.,.1.•1r:�r �:I i �I Concept only Concept only • • avolif r/rx 44=76--'-'' _. •^ r :eye C4 DICKERING Report to Council Report Number: CAO 09-18 Date: October 1, 2018 From: Tony Prevedel Chief Administrative Officer Subject: Land Acquisition and Disposal - Pickering Innovation Corridor - Seaton - Purchase of 22 acres from Infrastructure Ontario - File: L-4610-009-18 Recommendation: 1. That Council approve the Agreement of Purchase and Sale dated May 31, 2018 between Ontario Infrastructure and Land Corporation, as vendor, and the City, as purchaser; 2. That Council approve the Agreement of Purchase and Sale dated March 19, 2018 between the City, as vendor, and Kubota Canada Ltd., as purchaser; 3. That Council authorize the Chief Administrative Officer to waive the City sale condition contained in Section 6.04(a) of the Agreement of Purchase and Sale with Ontario Infrastructure and Land Corporation, provided that the Chief Administrative Officer shall not waive the said condition unless and until Kubota Canada Ltd. has waived all conditions in its Agreement of Purchase and Sale with the City dated March 19, 2018; 4. That, upon waiver of the above -noted conditions, City staff be directed to proceed with completion of both the said Agreements of Purchase and Sale; and 5. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this Report. Executive Summary: The City has entered into an Agreement of Purchase and Sale (the "22 Acre Purchase Agreement") dated May 31, 2018, whereby it has agreed to purchase approximately 22 acres (the "22 acre parcel") of Seaton employment lands from Ontario Infrastructure and Land Corporation (the "Province"). The Agreement is conditional upon the approval of City Council prior to October 12, 2018. The City has also entered into a separate Agreement of Purchase and Sale (the "50 Acre Sale Agreement") whereby it has agreed to sell approximately 50 acres (the "50 acre parcel") of Seaton employment lands to Kubota Canada Ltd. ("Kubota"). The 50 acre parcel being sold to Kubota includes the 22 acre parcel being purchased from the Province. The 50 Acre Sale Agreement is conditional for Kubota's benefit until October 5, 2018. At the present time, Kubota is completing its various due diligence searches. Kubota has until October 5th to complete its searches, however, the last scheduled Council meeting prior to the 62 CAO 09-18 October 1, 2018 Subject: Pickering Innovation Corridor — Seaton Page 2 2018 municipal election will be held on October 1St. Staff therefore recommend that Council authorize the Chief Administrative Officer to waive the City sale condition in the 22 Acre Purchase Agreement provided that Kubota waives its condition in the 50 Acre Sale Agreement. This will enable the City to proceed with both Agreements of Purchase and Sale without the need for an additional special meeting. This will also ensure that the City buys the 22 acre parcel only if Kubota has unconditionally agreed to buy it in turn from the City as part of the 50 acre sale. Financial Implications: The financial plan for the 22 Acre Purchase Agreement is for the purchase cost, including associated fees, to be recovered from the imminent sale of the 50 acre parcel to Kubota. The closing of the 22 Acre Purchase Agreement will be scheduled to occur within 30 days of the closing of the 50 Acre Sale Agreement, such that the City's cash flow will not be materially impacted. The initial cost of the purchase is approximately $2.2 million plus HST, Land Transfer Tax and Provincial Top -up payment shortfall. During the period of the City's ownership of the lands, the City will be responsible for any development -related cash calls pursuant to the Seaton Landowners' Cost Sharing Agreement. Pursuant to Report CAO 02-17, Council has already provided pre -capital 2018 budget approval in the amount of $6.0 million to meet any of these obligations as they relate to the purchase of the 22 acre parcel. All of the City's costs will be passed onto Kubota at the time it completes its purchase of the 50 acre parcel. Discussion: The Seaton employment lands (Pickering's Innovation Corridor) are designated as prestige employment, and consist of approximately 323 hectares (800 acres) owned by the Province. The City's Official Plan designates this land as being suitable for light manufacturing, assembly and processing of goods, research and development facilities, business services, graphics and design, data and communications, offices and ancillary retail uses. On March 31, 2018, the City completed its purchase of 28 acres of Seaton employment lands from the Province. Pursuant to Council direction, the Chief Administrative Officer executed the 22 Acre Purchase Agreement dated May 31, 2018 between the Province, as vendor, and the City, as purchaser. A copy of the 22 Acre Purchase Agreement is Attachment No. 1 to this Report. Upon completion of the 22 Acre Purchase Agreement, the City's total inventory of Seaton employment land will be 50 acres. Pursuant to Council's direction in Report CAO 02-17, the City has also entered into the 50 Acre Sale Agreement whereby it has agreed to sell its 50 acre parcel of Seaton employment lands to Kubota. A copy of the 50 Acre Sale Agreement is Attachment No. 2 to this Report. The 50 Acre Sale Agreement is conditional for Kubota's benefit until October 5, 2018. At the present time, Kubota is completing its various due diligence searches. Kubota has until October 5th to complete its searches, however, the last scheduled Council meeting prior to the 2018 municipal election will be held on October 1st. Staff therefore recommend that Council authorize the Chief Administrative Officer to waive the City sale condition in the 22 Acre Purchase Agreement provided that Kubota waives its condition in the 50 Acre Sale Agreement. This will 63 CAO 09-18 October 1, 2018 Subject: Pickering Innovation Corridor — Seaton Page 3 enable the City to finalize both Agreements of Purchase and Sale without the need for an additional special meeting. This will also ensure that the City buys the 22 acre parcel only if Kubota has unconditionally agreed to buy it in turn from the City as part of the 50 acre sale. Attachments: 1. 22 Acre Purchase Agreement dated May 31, 2018 2. 50 Acre Sale Agreement dated March 19, 2018 orate Services & City Solicitor Recommended for the consideration of Pickering City Council /00Tony Prevedel, '.Eng. Chief Administrative Officer 64 ATTACHMENT# .1 .TO REPORT# ee 0 0 1 .of. . _� Execution Version HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED SY THE • MINISTER OF INFRASTRUCTURE as "Vendor" and THE CORPORATION OF THE CITY OF PICKERING as "Purchaser" AGREEMENT OF PURCHASE AND SALE 38997-200125351416.7 65 TABLE OF CONTENTS SECTION 1 DEFINITIONS. 2 SECTION 2 AGREEMENT OF PURCHASE AND SALE 8 SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE 9 SECTION 4 HARMONIZED SALES TAX 10 SECTION•5 "AS IS WHERE IS", PURCHASER'S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 11 SECTION 6. CLOSING CONDITIONS 15 SECTION 7 SALE APPROVAL 16 SECTION 8 CLASS EA REQUIREMENTS / ABORIGINAL CLAIMS 17 SECTION 9 RISK 19 SECTION 10 VENDOR'S•WARRANTIES, REPRESENTATIONS AND COVENANTS 20 SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 20 SECTION 12 SEVERANCE 21 SECTION 13 REFERENCE PLAN 21 SECTION 14 TITLE 22 SECTION 15 NO ASSIGNMENT ETC. 22 SECTION 16 DEVELOPMENT AGREEMENTS 23 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTA" 25 SECTION 18 TENDER 25 SECTION 19 ADJUSTMENTS 25 SECTION 20 ELECTRONIC REGISTRATION 26 SECTION 21 CLOSING DELIVERABLES ,.... 26 SECTION 22 NOTICE 28 SECTION 23 CONFIDENTIALITY 29 SECTION 24 GENERAL ..................:....:........ 30 SECTION 25 IRREVOCABLE PERIOD 31 38997-2001 25351416.7 66 AGREEMENT OF PURCHASE AND SALE BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRASTRUCTURE (hereinafter collectively called the "Vendor") - and - THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the "Purchaser") RECITALS: OF THE FIRST PART OF THE SECOND PART A. The Vendor is the owner in fee simple of the e property defined as the "Lands" in Section 1.01(ww) of this Agreement. B;. Vendor and OILC hereby confirm that OILC is the designated agent of the Vendor. C. • The Lands are within the area covered by the "Central Pickering D.evelopment Plan" issued pursuant to the Ontario Planning and Development Act, 1994, S.O. 1994, c.23. D. The Purchaser and the Vendor did enter into -an Option Agreement dated March 26, 2018 which provides that the Purchaser may acquire certain lands, including the Lands at a price to be agreed upon during the term of such Option Agreement. E. The Lands are subject to the Development Agreements, and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. F. The Lands are "Phase 1 Prestige Employment Lands" as such term is defined by the Phase 1 RFEA. G. The Lands are subject to the Lease, and the Purchaser has agreed to assume the Lease as they relate to the Lands. H. The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. • NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 38997-2601 25351416.7 67 -2 - SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning, the terms defined in this Section 1.01 for all purposes of this Agreement, shall have the meanings set out below: (a) (b) (c) "Adjustments" means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. "Affiliate" has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. "Agreement" means collectively, this agreement of purchase and sale, all Schedules attached hereto and every properly executed instrument which by its terms amends, modifies or supplements this Agreement. (d) "Applicable Laws" means, collectively, all statutes, laws, by-laws, regulations, ordinances and orders of any 'governmental. Authority, including without- limitation all Land Use Regulations. (e) "Approval. Term" has the meaning ascribed to it in Section 7.03, (f) "As Is Where Is" has the meaning ascribed to it in Section 5.01. (g) "Assignee" has the meaning ascribed to it in Section 15.02. ' (h) "Assignment and Assumption Agreement" means an agreement by which the Vendor shall assign and the Purchaser shall become a party to a Development Agreement, Lease or Permitted Encumbrance and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement, Lease or Permitted Encumbrance. (i) "Attribution Development Charges" means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase 1 RFEA) from time to time. (j) "Attribution Prepayment" means the sum of the "Regional Attribution Water Supply DC Prepayment" and the "Regional Attribution Sanitary Sewerage DC Prepayment" (as such terms are defined in the Phase 1 RFEA) from time to time. (k) "Authority" means any governmental or ,quasi -governmental authority, regulatory authority, government department, agency, commission, board, tribunal, body or department, or any court, whether federal; provincial or municipal, having jurisdiction over the Property, or the use thereof, and includes the City and the Region. 68 (1) (q) (r) 3 - "Buildings" means, _individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, upon or under the Lands, and all improvements and fixtures of the Vendor contained in, upon or on such buildings and structures which are used in the operation of same, and "Building" means any one of the Buildings.. "Business Day" means any day on which the Government of Ontario normally conducts business. "City" means the City of Pickering. "City Sale Approval" means the necessary internal approvals required for the - Transaction by the Council for the City. "Class EA" means the Class Environmental Assessment. Process for the Ministry of Infrastructure as it applies to OILC realty activities (being as at the Execution Date, the "Ministry of Infrastructure Public Work Class Environmental Assessment (Office Consolidation)", as approved April 28, 2004 and amended on September 11, 2008 and on October 31, 2012), as approved, amended, or renewed from time to time by the Minister of the Environment and Climate Change pursuant to Section 14 of the Environmental Assessment Act, R.S.O. 1990, c. E.18. "Class EA Requirements" has the meaning ascribed to it in Section 8.01, "Closing" means the . closing of the Transaction, including without limitation, the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. (s) "Closing Date" means the day which is thirty (30) Business Days next following the date the Purchaser waives or satisfies its condition(s) contained in Section 5 and Section 6.04 of this Agreement. (t) "Community Use Land" has the meaning ascribed to it in the Seaton CSA. (u) "Contaminant" has, for the purposes of this Agreement, the same meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended, and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry ofLabour. "Cost Shared Service" has the meaning ascribed to it in the Seaton CSA. "Crown Right Request" has the meaning ascribed to it in Section 12.01. "DC Credit Recovery Payment" has the meaning ascribed. to it in Section 16.03. "Deposit" has the meaning ascribed to it in Section 3.01, 69 -4_ (z) "Developable Area Share" has the meaning ascribed to it in the Seaton CSA. (aa) "Development Agreements" means, collectively, the Phase 1 RFEA, the Seaton CSA, the Pickering FIA, the Seaton -Durham CSA and the Master Parks Agreement, and "Development Agreement" means any one of such agreements. (bb) "Development Agreement Payment" means any payment required to be made, or security to be provided, to an Authority, to the Vendor, or to a trustee named under a Development Agreement, by the Purchaser at Closing hereunder and whether required by an Assignment and Assumption Agreement or otherwise, and includes, but is not limited to, the DC Credit Recovery Payment, Attribution Prepayment, Development Agreement. Security, Development Charge Payments, and Private Land Landowner Equivalency Payment. (cc) "Development Agreement Security" means any security required to be delivered by a Private Landowner pursuant to a Development Agreement, whether by letter of creditor otherwise. (dd) "Development Charge Credits" means the development charge credits earned pursuant to the Phase 1 RFEA. (ee) "Development Charge Prepayments" means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region. pursuant to the Phase 1 RFEA upon the development of Employment Lands. (ff) "Drainage Area Share" has the meaning ascribed to such term in the Seaton CSA. (gg) "Durham Owners" has the meaning ascribed to it in the Seaton -Durham CSA. (hh) "Employment Lands" means those lands designated as "Prestige Employment Lands in the `Central Pickering Development Plan'. (ii) "Environmental Law" means, collectively, all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws, common law and deed restrictions, all by-laws, regulations, codes, licences, permits, orders, directives, guidelines, decisions rendered by any governmental Authority relating to the protection of the environment, natural resources, public health, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any Hazardous Substance, and all authorizations issued pursuant to such Applicable Laws, agreements or statutory requirements. (kk) 70 "Environmental Objection" has the meaning ascribed to it in Section 5.02. "Environmental Reports" means the reports relating to the environmental condition of the Lands as identified in Schedule C. -5- (11) "Execution Date" means the date on which this Agreement has been executed and delivered by all parties hereto. (mm) "Existing Participation Agreement" has the meaning ascribed to it in Section2 ,1.01. (nn) "Expiry Date" has the meaning ascribed to it in Section 7.03. (oo) "Further Class EA Extension Period" has the meaning ascribed to it. in Section 8.02(d)(i). (pp) "Further Extension Period" has the meaning ascribed to it in Section 8.03(b). (qq) "Hazardous Substance" includes, but is not limited to any hazardous or toxic chemical, waste, by-product, pollutant, contaminant, .compound, product or substance, including without limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleurn and its derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of, which is prohibited, controlled or regulated by any and is defined in or pursuant to any Environmental Law. (rr) "Heritage Requirements" has the meaning ascribed to it in Section 8.01(b). (ss) "HST" has the meaning ascribed to it in Section 4.01 of this Agreement. (tt) "Initial Class EA, Extension Period" has the meaning ascribed to it in Section 8,02. (uu) "Initial Extension Period" has the meaning ascribed to it in Section 8.03. (vv) "Inspection Period" means that period of time which is seventy (70) Business Days. following the Execution Date, (ww) "Lands" means the land(s) described in. schedule A-1 and outlined in red on the sketch plan attached hereto as Schedule A-2. (xx) "Land Use Regulations" means collectively, any land use policies, regulations, by-laws, or plans of any Authority that apply to the use of the Property, including the. existing Official Plans, zoning by-laws and zoning orders. (yy.) "Land Transfer Tax Affidavit" has the meaning ascribed to it in Section 17:01, (zz) "Lease" means the lease dated January 22; 2016 made between the Vendor, as landlord and 1018105 Ontario Inc o/a Hunter Farms, as tenant. (aaa) "Master Parlcs Agreement" means the Master Parks Agreement dated May 1, 2017 entered into by the City, and the owners of other development land in the Seaton 71 -6 - Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (bbb) "Municipality" means the municipality (or municipalities) where the Property is located.. (ccc) "Offer Date" means the date the offer herein is submitted to the Vendor by the Purchaser. (ddd) "OILC" means Ontario Infrastructure and Lands Corporation. (eee) "Open Data" means data that is required to be released to the public pursuant to the Open Data Directive; (fff) (ggg) "Open Data Directive" means the Management Board of Cabinet's Open Data Directive, updated on April 29, 2016, as sante may be amended from time to time; "Participation Agreement" means the Participation Agreement attached hereto as schedule G and to be entered into between the Vendor and the Purchaser at Closing. (hhh) "Permitted Encumbrances" means, collectively, the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. (iii) "Phase 1 RFEA" has the meaning ascribed to such term in the Seaton CSA. (jjj) "Phase 1 RFEA Lands" has the meaning ascribed to such term in the Phase 1 RFEA. (kkk) "Phase 1 Development" has the meaning ascribed to such term in the Seaton CSA. (111) "Pickering FIA" means the Financial Impacts Agreement dated November 26, 2015 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of confirming arrangements pertaining to the financing and construction of certain' infrastructure and other related matters affecting the development of lands in Seaton. (mznm) "Prior Purchased Lands" has the meaning ascribed to it in Section 2.02(b). (nnn) "Private Landowner" has the meaning ascribed to such term in the Seaton CSA. (000) "Private Landowner Equivalency Payment" has the meaning ascribed to it in Section 16.06. (pPP) (qqq) 72 "Property" means, collectively, all of the right, title and interest of the Vendor in and to the Lands and the Buildings. "Property Documents" means the documents in OILC's current possession and related to the Property, as set out in Schedule C, and shall include, but shall not be limited to: (n') (A) executed . copies of any assignable service contracts, operating agreements and management agreements; (B) copies of assignable guarantees• and warranties of materials, workmanship, labour and materials relating to the Property that are still in effect; (C) copies of the Environmental Reports, heritage reports, archaeological reports or any other report relating to the physical, geotechnical or environmental condition of the Property; (D) a copy of the Lease; (E) copies of all Permitted Encumbrances which are not registered .against title to the Property; and (F) any plan of survey of the boundaries of the Property. "Provincial Successor" has the meaning ascribed to such term in the Seaton CSA. (sss) "Purchase Price" means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments. (ttt) . "Purchaser's Reports" has the meaning ascribed to it in Section -5.06: (uuu) "Region" means the Regional Municipality of Durham. (vvv) "Regional Infrastructure" has the meaning ascribed to it in the Seaton CSA. (www) "Requisition Date" has the meaning ascribed to it in Section 14.01. (xxx) "Sale Approval" means the necessary internal governmental approvals required for the Transaction including, but. not limited to, the approval of the Lieutenant Governor -in - Council pursuant to Section 9 of the Ministry of Infrastructure Act, 2011 S.O. 2011, C. 9, . Sched. 27. "Sale Approval Date" means the date. that the Sale Approval was granted. (yyy) (zzz) "Seaton • Community" means the developable land as determined by the Central Pickering Development Plan, as may be .further refined, and as determined by the Seaton CSA. (aaaa) "Seaton CSA" means the Amended and Restated Cost Sharing Agreement dated November 26, 2015 between the Vendor and other owners of developinent land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. • 73 -8� (bbbb) "Seaton -Durham CSA" means an agreement dated November 26, 2015 between the Vendor, the Private Landowners. and the Durham Owners to provide for the recovery of . certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. (cccc) "Seaton Trustee" means the trustee as provided for in the Seaton CSA, as it from time to time. As of the Execution Date, the Seaton Trustee is North Pickering Community Management Inc. (dddd) "Servicing Costs" has the meaning ascribed to it in Section 16.07. (eeee) "SWM Facilty" has the meaning ascribed to it in Section 2.02(b). (ffff) "SWM Price Reduction" has the meaning ascribed to it in Section 2.02(b). (gggg) "Subsequent Phase" means development of land in the Seaton Community, the development of which is not covered by the Phase 1 RFEA, and for which no allocation of sewer or water capacity has currently be granted by any Authority. (hhhh) "Transaction" means, collectively, the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. (iiii) "Vendor" means Her Majesty the Queen in right of Ontario as represented by the Minister of Infrastructure and includes, for the purpose of any exculpatory clause and indemnity included in this Agreement in favour of the Vendor, OILC, any ministries, agencies, representatives, servants, employees, agents, ,invitees, officers, directors, contractors and licensees of Her Majesty the Queen in right of Ontario and OILC, and their brokers, service provider(s) and any other :entity over whom the Vendor or OILC may reasonably be expected to exercise control. SECTION 2 AGREEMENT OF PURCHASE AND SALE 2.01 The Vendor agrees to sell, transfer and assign to the Purchaser all' of the right, title and interest of the Vendor in the Property and the Purchaser agrees to purchase, acquire and assume the Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments on the Closing Date. ' 2.02 74 (a) Subject to Section 2.02(b), the Purchase Price shall be calculated by multiplying the area of the Lands in acres by a per acre price. of ONE HUNDRED thousand dollars ($100,000.00) per acre,.subject to the SWM Price Reduction. It is estimated that the area of the Lands is 22.0 acres more or less, which would result in a Purchase Price of TWO MILLION TWO HUNDRED THOUSAND DOLLARS ($2,200,000.00) subject to the -9 - SWM Price Reduction. Prior to Closing the area of the Lands shall be conclusively deteuiuined by the reference plan to be prepared in accordance with Section 13.01 hereof. (b) The Purchaser has purchased an abutting parcel of land, being Part of Lots 23 and 24, Concession 5 Pickering, designated as Part 1 on Plan 40R-29998 (the "Prior Purchased Lands"). The parties acknowledge that the Prior Purchased Lands included lands that show on Seaton Neighbourhood Plan 21 —Phase 1 to be required for a storm water. management facility with an area of 2.94 acres (the "SWM Facility"). The Purchaser and the Vendor agree to reduce the Purchase Price of the Property by an amount equal to the area of the SWM Facility multiplied by $50,000/acre for a product of $147,000 (the "SWM Price Reduction"). 2.03 The Purchaser shall NOT be entitled to direct title of the Property to any other person or entity at Closing. SECTION 3 DEPOSIT/ PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor's solicitor in trust, by certified cheque or wire transfer: .(a) Upon the submission of this offer to purchase, a sum equal to five percent (5%) of the Purchase. Price, as estimated at Section 2.02 hereof, as a deposit to be credited towards the Purchase Price on the Closing Date; and _ (b) Within forty-eight (48) hours of the Execution Date a further sum equal to five percent (5%) of the Purchase Price, as estimated at Section 2.02 hereof, as a further deposit to be credited towards the Purchase Price on the Closing Date (collectively, the "Deposit"). 3.02 The parties authorize OILC to invest the Deposit with a Canadian bank as identified in Schedule 1 of the Bank Act, R.S., 1991, c. B.46 (Canada) in a term or certificate of deposit (such investment to be available to OILC through its trust account bank and which investment allows liquidation of the investment as necessary for the anticipated Closing Date or earlier termination of this Agreement as herein provided) if OILC determines, acting reasonably, that anticipated interest to be earned will justify .any related expenses, considering the rate of interest to be earned and the anticipated time the Deposit will be held before Closing. Any and all interest earned thereon shall accrue to -the benefit of and, subject to Sections 3.03 and 5.03, be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. 3.03 In the event that this Agreement is terminated due to a specific default by the Purchaser, then the Deposit, together with all interest accrued thereon, shall be forfeited to the Vendor as liquidated damages. 3.04 If the Transaction is completed, the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct forthwith following Closing. 75 -10- 3.05 On. Closing the Purchase Price shall be paid and satisfied as follows: (a) by release of the Deposit to the Vendor; and (b) the balance of the Purchase Price, as adjusted pursuant to this Agreement shall.be paid on the Closing Date by the Purchaser to OILC in trust by way of wire transfer, such payment being deemed to have been made when OILC's financial institution confirms receipt of such wire transfer. 3.06 In addition to the Purchase Price, at Closing the Purchaser shall pay, or cause to be paid, all Development Agreement Payments to the Vendor, to the applicable Authority, or to the applicable trustee under a Development Agreement, as applicable. 3.07 The Purchaser acknowledges that at Closing it will be required to provide, or cause to be provided, Development Agreement Security to the appropriate Authority'pursuant to one or more of the Development Agreements. 3.08 The Transaction shall be completed on the Closing Date at the offices of the Vendor's solicitors, SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax ("HST") payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act, R.S.C. 1985, c. E.15 (Canada) (the "Act"). Subject to Section 4.02,•the Purchaser agrees to pay to the Vendor, on the Closing Date, as a condition of completion of this Transaction by wire transfer, certified cheque or bank draft, all HST payable as a result of this Transaction in accordance with the Act, 4.02 Notwithstanding Section 4.01 above, the Vendor shall not collect HST from. the Purchaser in this Transaction if, on Closing, the Purchaser is registered under the Act and in that event, the Purchaser shall:- (a) hall: (a) • file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act; and (b) • provide to the Vendor, on the Closing Date, a certificate confirming that the Purchaser is registered under the Act for the purposes of collecting and remitting HST, and confirming its HST registration. number under the Act, together with an indemnity in favour of the Vendor for any and all HST, fines, penalties, actions, costs, losses, claims, damages or expenses and/or interest which may become payable by, or assessed against, the Vendor as a result of the Vendor's failure to collect HST from the Purchaser on the Closing Date, such certificate and indemnity to be in a form satisfactory to the Vendor's solicitor, acting reasonably, failing which the Purchaser shall pay -to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such IIST to the appropriate. Authority in accordance with the Act, 76 -11 4.03 The Purchaser's obligations under this Section 4 shall survive and not merge on Closing. SECTION 5 "AS IS WHERE IS", PURCHASER'S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a) in entering into this Agreement, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property, including, without limitation, the physical and environmental condition of the Property and a review of any documentation respecting the Property, and the Purchaser acknowledges it is not relying on any information furnished by the Vendor or any other person on behalf of, or at the direction of, the Vendor in connection therewith; • (b) the t urchaser is purchasing and shall accept, assume and take title to the Property and any improvements thereon in an "As Is, Where.Is" condition. The term "As Is, Where Is means in its condition or state on the Offer Date, without any agreement, representation or warranty of any kind whatsoever, either express or implied on the part of the Vendor, as to the condition of the soil, the subsoil, the ground and- surface water or any other environmental matters, the condition of the Lands, suitability for development, physical characteristics, profitability, the condition of the Buildings, or any other matter respecting the Property whatsoever, including without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant, the use to which the Property may be put and its zoning, the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser's intended development of the Property, or as to the accuracy, currency or completeness of any 'information or documentation supplied to the Purchaser in connection with the Property; and (c) the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof. The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing, the Purchaser accepts, assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not make and is not authorized by the Vendor to make, prior to completion of this Transaction, any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property, including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Property. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period, the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil, the subsoil, the ground and surface water 77 -12 - or any other environmental natter relating to the Property, :including, without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant: If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on, in, at, under, emanating from or onto the Property that would be in excess of the guidelines for any of the permitted uses under the current zoning by- law affecting the Property, the risk or presence of which the Purchaser is not prepared to assume, then the Purchaser shall, by written notice, provide such evidence to the Vendor within the Inspection Period by way of a report of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance, Hazardous Substance or Contaminant and quantify the remediation cost (collectively, an "Environmental Objection"). Upon receipt of an Environmental Objection, the Vendor may, at its option and in its sole discretion: (a) undertake, as the Purchaser's sole and exclusive remedy, to take such actions, complete such work and/or implement such measures, in the Vendor's sole discretion as to means and methods, as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after the Closing Date if compliance prior to Closing is not, in the Vendor's opinion, reasonably possible;. (b) credit the Purchaser, as the Purchaser's sole and exclusive remedy, the quantified cost of.correcting the matter of non-compliance as an adjustment to the Purchase Price, in which event the Purchaser shall, on Closing, expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from .the Purchaser's failure to remediate the Hazardous Substance, Contaminant and/or matter ofnon-compliance; terminate this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with 'accrued interest, and without further liability to the Vendor; or (d) refuse to do either (a), .(b), or (c) above in which event the Purchaser shall have the option of either: (i) completing the Transaction without adjustment to the Purchase Price; or (ii) terminating this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor. The Vendor shall have ten. (10) Business Days from receipt of the Environmental Objection to make its election under (a), (b), (c) or (d) above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said ten (10) Business Day period, the Vendor will be deemed to have elected option (d) above. The Purchaser shall have ten (10) days from the date of the Vendor's election or deemed election under (d) above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph (d) above and in the event the Purchaser 78 -13- . fails to make an election within said ten (10) day period the Purchaser shall be deemed to have elected to complete the Transactionwithout adjustment to the Purchase Price, 5.03 During the Inspection Period, the Vendor will permit the Purchaser together with its employees, agents or consultants access to the Property, at reasonable times and upon a minimum of two (2) Business Days' prior written notice to the Vendor, to carry out, at the Purchaser's sole expense and risk, such investigations, tests and inspections as the Purchaser deems necessary, provided that the Purchaser takes all reasonable care in the conduct of such investigations, tests and inspections, All . tests, investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such. manner so as to not interfere with any tenants, occupants or licensees on the Properly or the operation and maintenance of the Property. The Purchaser covenants and 'agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations, tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the same condition it was in prior to such investigations, tests and inspections.. The. Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor froth and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser's and/or its agents' or consultants' presence on the Property or the Purchaser's and/or its agents' or consultants' activities on or in connection with the Property. The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses, costs, claims, third party actions, damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03. The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2) years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser, within five (5) days of the Execution Date, the Property Documents listed in Schedule C. The Purchaser acknowledges and agrees that: (i) the Property Documents are being provided to the Purchaser for informational purposes only and the Vendor . makes no'. representations or warranties whatsoever with respect to the content, completeness *or accuracy of the Property Documents, or the environmental or any other condition of the Property; (ii) the Vendor shall not be liable to the Purchaser, its agents, employees or lending institution in any way for any error, omission or inaccuracy contained in any Property Document; and (iii)- as of the Closing Date, .the Purchaser shall become solely liable for all conditions and Hazardous Substances and/or Contaminants existing at the Property, whether known or unknown by the Purchaser, and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property. 5.06 The Purchaser covenants and agrees that the Property Documents provided by the Vendor and any and all third party reports, findings, recommendations, opinions and information resulting from the Purchaser's • due diligence ("Purchaser's Reports") and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23. If this 79 -14 - Agreement is terminated for any reason, the Purchaser will promptly return to the Vendor all Purchaser's Reports and Property Documents without keeping copies. The Purchaser shall deliver to the Vendor forthwith following receipt, copies of any and all Purchaser's Reports the Purchaser commissions or obtains during the course of its investigations. 5.07 In the absence" of the Purchaser .delivering: (i) an Environmental Objection; and (ii) a notice to terminate the Agreement under Section 5,02(d), the Purchaser shall be conclusively deemed to accept the Property in its As Is, Where Is condition, having waived all requisitions concerning any matters relating to the Property, save for any valid requisition on title made prior to the expiry ofthe Requisition Date, and the Purchaser shall accept full responsibility for all conditions related to the Property, and the Purchasershall comply, at its sole cost, with all orders relating to the condition of the Property issued by any competent government Authority, court or administrative tribunal, including any order issued against the Vendor including without limitation, any non- compliance with Environmental Law, or relating to the existence of any Hazardous Substance or Contaminant. 5.08 As an inducement to, and as further consideration for, the Vendor agreeing to sell the Property to the Purchaser upon the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser shall forever release and covenant not to sue the Vendor and its affiliates, subsidiaries, related legal entities, employees, directors, officers, appointees and agents with respect to anything arising out of the environmental or any other condition of the Property or the presence of Hazardous Substances or Contaminants in, on, Under, or emanating from or onto the Property, regardless of whether such environmental conditions or the presence of Hazardous Substances or 'Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser's Reports or any other report, document or information discovered during the course of the Purchaser's due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws. and claims for contribution. 5.09 From and after the Closing Date, the Purchaser shall be responsible for, and hereby agrees to indemnify, defend and save harmless the Vendor and its employees, directors, officers, appointees and agents from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, 'administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authorityin connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any 80 -15- clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances; in, on or under the Lands, the Buildings or any environmental medium, structure or• paved surface or emanating therefrom. 5.10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests, including, but not limited to, an agreement whereby • the Purchaser shall reaffirm the release, covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as schedule F. Notwithstanding the foregoing, the release, covenant not to sue and indemnifications set forth in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser, and Purchaser shall be bound by them; regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein, this Section 5 shall not merge but shall survive the' Closing Date and shall be a continuing obligation of the Purchaser. SECTION 6 CLOSING CONDITIONS 6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any y earlier date or time specified in this Agreement: (a) the Vendor shall have obtained the Sale Approval pursuant to Section 7 of this Agreement; (b) all of the terms, covenants and conditions of this. Agreement to be complied with .or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (c) the representations and warranties of the Purchaser set forth hi this Agreement shall be true and accurate in allmaterial respects as if made as of the Closing; (d) the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements, including all required Assignment and Assumption Agreements; and (e) all documents and deliveries required to be executed,and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived • in whole or in part by the Vendor, or by its solicitors on its behalf, in the sole and absolute 81 - 16 - discretion of the Vendor by written notice to the Purchaser. The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date, 6.03 If 'a condition set forth in Section 6.01 is not fulfilled within the applicable time period, if any, and the Vendor fails to notify the Purchaser or the Purchaser's solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Vendor's sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i) in the event the Agreement is terminated as a result of the non -fulfilment of the condition set forth in Section 6.01(a), neither the Vendor nor the Purchaser shall, subject to Section: 5.03, be liable to the other for any loss, costs or damages, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction, and (ii) in the event the Agreement is terminated as a result of the non -fulfilment of any of the conditions set forth in Section 6.01(b), 6.01(c) or 6.01(d), the Deposit shall be forfeited to the Vendor as liquidated damages and without derogating from any claims or causes of action the Vendor may have pursuant to this Agreement and at law against the Purchaser arising from the Purchaser's default therein, 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of the following conditions on or before the expiration of the Inspection Period: (a) the City has obtained the City Sale Approval, which approval.may be provided in the sole and unfettered discretion of the City and which the Vendor acknowledges may be arbitrarily and unreasonably withheld, 6.05 The condition set forth in Section 6.04 is for the sole benefit of the Purchaser. and may be waived in whole or in part by the Purchaser, or by its solicitors on its behalf, in the sole and absolute discretion of the Purchaser by written notice to the Vendor. The condition is a condition precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 If the condition set forth in Section 6.04 is not fulfilled within the applicable time period and/or the Purchaser fails to notify the Vendor or the Vendor's solicitors that such condition has been waived, this Agreement shall be null and void, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. SECTION 7' SALE. APPROVAL 7:01 The obligation of the Vendor to complete the. Transaction is conditional upon fidfillment of the following condition: within ninety (90) days from the Offer Date, the Vendor shall have obtained the Sale Approval, which approval the Purchaser acknowledges may be arbitrarily and unreasonably withheld, The Vendor shall notify the Purchaser if and when such approval is 82 -17 - obtained, and the date of such notification if obtained shall be the date of commencement of the Inspection Period. 7.02 The Purchaser agrees that should the Vendor be unable to satisfy the condition set out in Section 7.01 within the said ninety (90) day period, then the Vendor may, at its option and in its sole discretion, extend this time period for an additional sixty (60) days by notice in writing to the Purchaser within the initial ninety (90) day period. 7.03 The Purchaser acknowledges that any Sale Approval that the Vendor obtains with respect to the Property may be subject to the limitations stated therein, including but not limited to a limitation that such approval shall be valid for a specified period of time from the date of such Sale Approval (the "Approval Term"), in which event such Sale Approval shall cease to be valid on the date upon which the Approval Term concludes (the "Expiry Date"), or on such date that such other limitation(s), if any, is/are not inet and satisfied. In the event that the Vendor shall have obtained a Sale Approval for the Property in satisfaction of the condition set out in Section 7,01, and in the event that the completion of the Transaction has not occurred on or before the Expiry Date set out in such Sale Approval or such date that such other limitation(s), if any, is/are not met and satisfied, notwithstanding any waiver of the condition set out in Section 7.01, this Agreement shall then be null and void, the Deposit and any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages. SECTION 8 CLASS EA REQUIREMENTS / ABORIGINAL CLAIMS 8.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition on or before the Closing Date: the Vendor shall have completed the Class EA for the Property and the Transaction (collectively, the "Class EA Requirements"). For purposes of this condition, the Class EA Requirements shall, without limitation, include and be deemed to include the following specific requirements: (a) the requirements of the Environmental Assessment Act; R.S.O. 1990, c.E. 18, as approved, amended, or renewed from time to time, as they apply to the Property and the Transaction (the "Environmental Requirements"); and the requirements of the Standards & Guidelines for Conservation of Provincial Heritage Properties issued by the Ministry of Tourism, Culture and Sport pursuant to Section 25.2 of the Ontario Heritage Act, R.S.O. 1990, c.O.18, as approved, amended, or renewed from time to time, as they apply to the Property and the Transaction (the "Heritage Requirements"). 8.02 Notwithstanding any other provision of this Agreement, the completion of the Transaction is subject to continuing compliance to the Closing Date with all Class EA Requirements. In the event that prior to•the Closing Date: (a) any governing Authority makes or issues, or the Vendor receives any notice or communication from any governing Authority that it is considering whether to snake or ro) 83 -18 - issue, any order or directive pursuant to the Class EA Requirements that necessitates that the Vendor, in addition to the actions and measures taken aforesaid, take other or different actions or measures to comply with the Class EA Requirements (including, without limitation, an order or directive requiring the Vendor to comply With Part II of the Environmental Assessment Act); • (b) a written request has been made to the Minister of the Environment, of which the Vendor has notice, that other or different measures be taken to comply with the Class EA Requirements; then the Vendor may, at its option and in its sole discretion, extend the Closing Date for at least an additional thirty (30) days (the "Initial Class EA Extension Period") by notice in writing to the Purchaser during which time the Vendor shall: (c) use reasonable efforts to determine whether the request in. subsection (b) above has been satisfied or has been refused; and (d) at its option and in its sole discretion, either: . (i) comply with such order or directive (as the same may be modified or withdrawn) at its own expense, in which event the Vendor may extend the Closing Date up to (but no more than) three times, for a further period of thirty (30) days each (for a maximum of ninety (90) days in the. aggregate) (collectively, the "Further Class EA Extension Period"); or (fl) within the Initial Class EA Extension Period or at any time within the Further Class EA Extension Period, terminate this Agreement by written. notice to the Purchaser, in which ease this Agreement shall be null and void and of no further force and effect and the Deposit and any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither party shall be further- liable tothe other pursuant to this Agreement other than the Purchaser's obligations pursuant to Section 5.03 of this Agreement. 8.03 Notwithstanding any other provision of this Agreement, if at any time prior to the Closing Date the Vendor receives notification or otherwise becomes aware of any claim or potential claim whatsoever for an interest in. respect of the Property, by any First Nation or other aboriginal group or individual, in relation to any constitutional right, treaty right, land claim, surrender agreement or consultation right, including, without limitation, an interest in the title to the Property, a right to the use of the whole or any part of the Property, a restriction on the use of the Property or any part thereof for any purpose, a restriction on access to the Property or any part thereof, a claim for compensation, arising out of any interest or claimed interest in the Property or a right of consultation in relation to the Property, then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date for at least an additional thirty (30) days (the "Initial Extension Period") by notice in writing to Purchaser during which time the Vendor shall: 84 - 19 - (a) determine in its sole and unfettered discretion if such claim, potential claim or interest is capable, of being satisfied Or whether appropriate releases can be obtained from all interested parties to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date free and clear of. any such claim, potential claim or interest; (b) enter into arrangements which enable the Vendor to complete the sale of the Property in accordance with Section 8.03(a), for which purpose it inay extend the Closing'Date.up to (but no more than) three times, for a further thirty (30) days each. (for a maximum of ninety (90) days in the aggregate) (collectively, the "Further Extension Period"); or` (c) within the Initial Extension Period or at any time within the Further Extension Period, have the right to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser's obligations pursuant to Section 5.03 of this Agreement. 8.04 If at any time prior to Closing, the Vendor receives notification or otherwise becomes aware of any requirements imposed by an Authority, including without limitation any additional Heritage Requirements, not otherwise contemplated in this Section 8 and with which the Vendor must comply as a condition of completing the Transaction, then the Vendor may at its option and in its - sole and unfettered discretion extend the Closing Date up to three (3) times for a period of thirty . (30) days each time (maximum ninety (90) days) by notice in writing to Purchaser during which time the Vendor shall: (a) determine in its sole and unfettered discretion if such requirement can be satisfied so as to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date; or (b) have the right, with or without a determination pursuant to subsection (a) above, to terminate -this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force -and effect and the Deposit plus any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchasers obligations pursuant to Section 5.03 of this Agreement. SECTION 9 RISK 9.01 Until completion -of this Agreement on the Closing Date, the Property shall be and remain at the risk of the Vendor, except as otherwise provided•in -Section 5. The Purchaser acknowledges that the Vendor, in respect of damage to the Property, is self-insured. In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchaser's and/or its agents, consultants or representatives entries and/or activities on or to the Property, in which event Section 5.03 shall govern).(the "Pre -Closing Damage"), the Vendor may elect (i) to forthwith repair the Property to the same state and condition as it was in at the 85 -20: - Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price; or. (ii) to reduce the Purchase Price by an amount equal to the cost required to complete the repair as estimated by an independent qualified architect or engineer jointly retained by the Vendor and the Purchaser, acting reasonably and at arm's length in which event ,the Purchaser will complete the Transaction and accept a price reduction equal to such cost, or (iii) to terminate this Agreement in which case the Deposit shall, subject to Section 5.03, be immediately. returned to the Purchaser, With interest and without deduction, and neither party shall, subject to • Section 5.03, have any. further rights or obligations hereunder. - 9.02 From and including the Closing Date, the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arbse before, on or after the Closing Date and, without being limited by the foregoing, any state, nature, quality or condition in, on, under or near the Properly existing as of the Closing Date, whenever and however arising, whether known or unknown and whether environmental or otherwise, and whether such responsibilities and liabilities are imposed by law, equity or any governing Authority. SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 10.01 ' The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C, 1985, c.1 (5th Supp.). 10.02 Any information provided by the Vendor or its agents, including the Property Documents, and any comments made by the Vendor, its employees, officers, directors, appointees, agents or consultants are for the assistance of the Purchaser in allowing it to make its own inquiries." The Vendor makes no representations or warranties as to, and takes no responsibility for, the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or OILC or with any of their respective directors, officers, appointees, employees or agents. The Purchaser agrees to provide a Statutory Declaration in the form attached hereto as Schedule D at the time of execution by the Purchaser of this Agreement. The Purchaser acknowledges that in the event that the information upon which the Statutory Declaration was provided has changed, the Purchaser shall inform the Vendor of such change up to and including the Closing Date. 11.02 The Purchaser represents and warrants to the Vendor that the execution, delivery and performance by the Purchaser of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Purchaser is a party are within the Purchaser's 86 -2I - legal power and jurisdiction and, subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04; will have been duly authorized and approved by all necessary action on the part of the Purchaser. 11.03 The yurchaser represents and warrants to the Vendor that this Agreement has been; and, subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.Q4, each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be,duly and validly executed and,delivered by the Purchaser, and this Agreement constitutes; and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. 11.04 The. Vendor shall deliver .and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition, subject to: (i) the Lease; (ii) the Development Agreements; and (iii) the Permitted Encumbrances.. 11.05 As of the Closing Date, the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further . responsibility whatsoever therefor. • 11.06 Without limiting the generality of the foregoing, the Purchaser shall comply with the terms of the Permitted Encumbrances, any agreement entered into by the Vendor with any Authority relating to the Property, all other agreements relating to public utilities and municipal services, the Land Use. Regulations, all relevant municipal by-laws and all registered restrictions. The Purchaser further agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date. SECTION 12 SEVERANCE 12.01 The Purchaser acknowledges. that the Vendor will invoke "Crown Right" to sever property (i.e. the ability of the Crown to divide land referenced under the subdivision control provisions of the Planning Act) in connection with the Transaction. SECTION 13 REFERENCE PLAN 13.01 The parties acknowledge that the Property may not be conveyed until such time as a reference plan has been deposited with the Durham Land Registry Office. The Purchaser agrees, at the Purchaser's sole expense, to prepare and deposit in the appropriate Land Registry Office; a reference plan of survey of the Lands. The Purchaser shall provide. the Vendor with a draft reference plan at least 10Business Days prior to the Closing Date. All costs of preparing the above described reference plan shall be borne by the Purchaser. 87 22_ SECTION 14 TITLE 14.01 The Purchaser shall have until the day which is twenty (20) Business Days before the Closing Date (the "Requisition Date") to investigate title to the Property at the Purchaser's expense. The Purchaser agrees not to call for the production of any title deed, abstract; survey or other evidence of title to the Lands except such as are in the possession of OILC or the Vendor. 14.02. On the Closing Date, the Purchaser shall accept title to the. Property in an As Is Where Is condition subject to the following: (a) the Land. Use Regulations; (b) the Development Agreements and notices thereof; (c) the Lease; (d) all Community Use Land obligation pursuant to the Seaton CSA; and (e) the Permitted Encumbrances. The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements, restrictions or covenants, encumbrances andregulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If, prior to the expiry of the Requisition Date, the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove, remedy and satisfy and which the Purchaser will not waive, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations' with respect to such objection, the Deposit shall, subject to Section 5.03, bo returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such tennination or otherwise out of this Agreement. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information•in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the' Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement; or any assignment of this Agreement, or any part of either, or register a caution in relation thereto, without, in each instance, obtaining. the prior written consent of the Vendor, which consent may be arbitrarily and unreasonably withheld. 88 23 15,02 If the Vendor consents to an assignment of this Agreement to a third party (the•"Assignee"), the Purchaser shall cause the Assignee and the Purchaser, to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement. The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. • 15.03. In the event of any assignment of this Agreement to an Assignee, 'such Assignee shall provide a similar representation, warranty and Statutory Declaration as required of the Purchaser in Section 11..01 SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser- agrees that at Closing it shall, as part of its acquisition of the Property, assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements, and it covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such Development Agreement, whether such security is to be lodged with an Authority or otherwise, upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally, with. the other Private Landowners; except as explicitly provided in the Development Agreements. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. 16.03 •The .Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA. The Purchaser agrees that at Closing, and as a condition of Closing, that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase 1 RFEA in respect of the Lands. The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community, whether or not the Lands are within the Phase 1 Lands, and shall take into account indexing as provided for in the Phase 1 RFEA, The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the "DC Credit Recovery Payment". 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City, The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA, and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore, the Purchaser acknowledges that the infrastructure projects to be funded pursuant to the Pickering FIA are Cost Shared Services under the Seaton CSA, and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 89 , -24-- 16.05 The Purchaser acknowledges that the Lands include Phase 1 RFEA Lands and, therefore, prior to the issuance of a building permit with respect to the development of such lands; unless otherwise provided for in a front ending agreement relating to Subsequent Phase development, the Purchaser will have to pay, in addition to any Attribution Development Charges payable with respect to the development of the Lands, the Attribution Prepayment applicable to the Property. The Phase 1 RFEA provides that Development Charge Credits earned by virtue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building .permits for lands that are Phase 1 RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA). Furthermore, by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a payment to the Seaton Trustee in an amount to be determined by the Seaton Trustee pursuant to the terms .of the Seaton CSA, which will bring the Purchaser into a position' in which the Purchaser will have funded the costs of Regional Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private Landowners within the Seaton Community, this payment to be referred to herein as the "Private Landowner Equivalency Payment". 16.07 The Purchaser acknowledges and agrees that at Closing, it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee, unless otherwise provided for herein, whether on a Developable Area Share or Drainage Area share. or otherwise as applicable (referred to herein as "Servicing Costs"). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA. The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee, and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transferof the Commtutity Use Lands, 16.09 The Seaton -Durham CSA provides for the recovery of certain costs of the construction of Regional Infrastructure that relate to the over -sizing of such services for which Development • Charge Credits are not available. The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. 90 - 25 - SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor, except for the Affidavit of Residence and Value of the Consideration ("Land Transfer Tax Affidavit"), which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser. or their respective solicitors. Money must be tendered in. Canadian funds by electronic wire, bank draft or negotiable cheque certified by a Canadian chartered batik, trust company, or credit union. The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is' concerned, the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all - steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the tendering party's solicitor without the cooperation or participation of the other party's solicitor, and specifically when the tendering party's solicitor has electronically "signed" the Transfer/Deed of Land and any other closing document, if any, to be electronically registered for completeness and granted access to the other party's solicitors to salve, but without the necessity for the tendering party's solicitor actually releasing such documents to the other party's solicitor for registration. SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made -on the Closing Date for taxes, local improvement rates, utility costs, rents, legal costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario. Such Adjustments shall be made on the basis that, except as may be otherwise expressly provided for in this Agreement; (a) the Vendor shall be responsible for all expenses and liabilities and entitled to all income from the Property up 'to the Closing Date; and (b) the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the Closing Date. 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonablypossible. Any amounts payable by one party to the other, as deteinnined by the parties, acting reasonably, shall be paid within thirty (3 0) days of the 91 -26 - request for such payment. On the Closing Date, the Vendor and the Purchaser shall exchange undertakings to re -adjust the foregoing items, if necessary. 19.03 All Adjustments to be made under Section 19.01 shall be completed on or before the date which is no later than six (6) months from the Closing Date and no re -adjustment may be made by either party thereafter. SECTION 20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.O. 1991, c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the exchange of closing funds, non -registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a) not occur at the same time as the registration of the transfer/deed (and any other dociunents intended to be registered in connection with the completion of this Transaction); and (b) be subject to conditions whereby the lawyer(s) receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada (the ."Document Registration Agreement"). SECTION 21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement, the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser's solicitors on or before the Closing Date, each of the following: (a) possession of the Properly in an As Is Where Is condition, subject to the Lease, and subject to the rights of others as set out in the Permitted Encumbrances; (b) an assignment of the Lease, whether complete or partial, the Development Agreements and Permitted Encumbrances, as applicable; (c) notice to the tenant pursuant to the Lease informing it of the. sale of the Lands and directing it to make future rent payments to the Purchaser; (d) an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in • favour of the Purchaser (save for any Land Transfer Tax Affidavit); 92 (e) (f) (g) (h) (i) G) .. 27 - an undertaking to re -adjust the statement of Adjustments, if necessary, upon written demand; a direction regarding the payment of funds; statement of Adjustments; an authorization and direction together with a registrable discharge of the notice of participation agreement dated March 26, 2018 (the "Existing Participation Agreement") notice of which was registered on title to the Prior Purchased Lands as Instrument No. DR1696619 on April 19, 2018; Document Registration Agreement as set out in Schedule E; and such other deeds, conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement, the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor's Solicitors on or before the Closing Date: (a) confirmation of wire transfer for the balance of the Purchase Price. and Adjustments due on the Closing Date; (b) confirmation of wire transfer for any Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment the Private Landowner Equivalency Payment, and Servicing Costs; (c) a certified cheque, bank draft or confirmation of wire transfer .f9r any Development Agreement Payment payable to the applicable trustee under a Development Agreement; (d) confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement, if applicable (e) an undertaking to re -adjust the statement of Adjustments, if necessary, upon. written demand; (f) HST Declaration and Indemnity, as contemplated in Section 4, if applicable; (g) an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the Execution Date pursuant to Section 11.01; (h) an updated Statutory Declaration in the form. set out in Schedule D is required in the event that there have been *any changes to the information contained in the Statutory 93 - 28 - Declaration provided to the Vendor prior to the date of execution of this ,Agreement pursuant to Section 11.01; Document Registration Agreement in the form attached as Schedule E; an Assignment and Assumption Agreement for the Lease; . an Assigmnent and Assumption Agreement for each of the Development Agreements, in substantially the same forms as were delivered as part of the closing of the Prior Purchased Lands; a Participation Agreement in form attached hereto as schedule G; an Assumption Agreement for the Permitted Encumbrances, as applicable; the Purchaser's Closing Agreement in the form attached hereto as schedule F; a certificate of the Purchaser certifying that the Purchaser's planned sale of the Prior Purchased Lands does not result in any "Profit" to the Purchaser, as such term is defined in the Existing Participation Agreement; such other deeds, conveyances, resolutions and other documents as the Vendor or its solicitors may reasonably require in order to implement the intent of this Agreement. SECTION 22 NOTICE 22.01 Any notice under this Agreement is sufficiently given if delivered personally or if sent by ordinary prepaid mail or prepaid courier or electronic facsimile machine (including e-mail) addressed to the Purchaser at: The Corporation of the City pf Pickering One The Esplanade Pickering Ontario, L1V 61(7 Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Telephone: (905) 420-4660 ext. 2048 Email: pbigion ickeri g.ca and to the Purchaser's Solicitors at: Torys LLP 79 Wellington Street West 94 - 29 - Suite 3000 Box 270, TD Centre Toronto Ontario, MSK 1N2 Attention: Dan Ford / Andy Gibbons Telephone: (416) 865-7372 / (416) 865-8226 Email: d1ord t for :s:eorn / agi'bbons®toiy&conn and to the Vendor at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 Toronto, ON MSG 2L6 Attention: Vice President, Sales and Acquisitions Facsimile: 416-327-3942 And: Attention: Director, Legal Services (Real Estate and Leasing) 7'77 Bay Street, Suite 900 Toronto, ON M5G 2C8 Facsimile: 416-326-2854 or at such other addresses as the Vendor and the Purchaser may designate from time to time. Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or email, or, if mailed, three (3) Business Days after the same is mailed. Any party may, at any time by notice given in writing to the other party, change the address for service of notice on it, SECTION 23 CONFIDENTIALITY 23.01 The Vendor and Purchaser agree to take all necessary precautions to maintain the confidentiality of the terms and conditions contained herein. The parties acknowledge that this Agreement and any information or documents that are provided hereunder may be released pursuant to the applicable provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended and Open Data may be released pursuant to the Open Data 95 - 30 - Directive. This acknowledgment shall not be construed as a waiver/of any right to object to the release of this Agreement or of any information or documents. 23.02 The Purchaser agrees to ensure that. the Purchaser, its officers,. employees, agents and sub- contractors shall, subject to Section 23.01, maintain the confidentiality and security of all materials and inforination which is the property of the Vendor and in the possession or under the control of the Purchaser pursuant to this Agreement. The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub -contractors shall not directly or indirectly disclose • or use, either during or following the term of this Agreement, except where required by law, any material or information belonging to the Vendor pursuant to this Agreement, without first obtaining the prior written consent of the Vendor for such disclosure or use and in the event of termination of this Agreement, the Purchaser will be responsible for returning all such. documentation and information to the Vendor without making copies. SECTION 24 GENERAL . 24.01 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or completing any matter provided for in this Agreement may be extended or abridged by an agreement in writing, signed by the Vendor and the Purchaser or -by an agreement between their respective solicitors who are hereby expressly authorized in this regard. If anything in this Agreement is to be done on a day which is riot a Business Day, the same shall be done on the next succeeding Business Day, 24.02 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser and their respective successors and permitted assigns. The Vendor and the Purchaser acknowledge and agree that the representations, covenants, agreements, rights and obligations of the Vendor and the Purchaser under. this Agreement shall not merge on the completion of this Transaction, but shall survive completion and remain in full force and effect and be binding upon the parties, save and except as may be otherwise expressly provided for in this Agreement. 24.03 Whenever the singular is used in this Agreement, it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.04 This Agreement constitutes the entire agreement between the parties and there is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property, except as specifically set forth in this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. 24.05 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 96 -31 - 24.06 Wherever this Agreement mattes reference to a requirement for the consent or approval of the Vendor, such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. 24.07 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.08 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance, to any extent, shall be determined to be. invalid or unenforceable, the remainder of this Agreement or the application of such provisions or part thereof to any person, party or circumstance other than those to which it is held invalid or unenforceable shall •not be affected thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.09 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION 25 IRREVOCABLE PERIOD 25.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor • constitutes an offer under seal, which is irrevocable for twenty-five (25) days from the date it is submitted to the Vendor and open for acceptance by the Vendor during said twenty-five (25) day period. This offer, once accepted on the Execution Date, constitutes a binding contract of purchase and sale. This offer may be made and accepted by electronic transmission, including electronic signature provided that the original hard copy, with original signatures is received by both parties within five (5) days of the electronic acceptance. The Purchaser, in submitting this Offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor. [no further text on this page] 97 -32 - IN WITNESS WHEREOF the parties hereto have executed this Agreement as evidenced by. their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this / CI day of 4/0-4-% , 20] 8, ACCEPTED BY the Vendor this M day of 98 rIHT, CORPORATJON OF THE CITY OF PICICERING By: By: Name: Tony Prevedel Title: Chief Administrative Officer Name: Title: UWe have authority to bind the Corporation , 2018, HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by THE MINISTER OF INFRASTRUCTURE as represented by ONTARIO INFRASTRUCTURE AND LANDS CORPORATIO N By: Name: Title: By: ;' Name: /VA r �AM' ° Title: !r darn Carr Vice President Sales, Easements & Acquislllons Authorizing Signing Officer , SCHEDULE A-1 DESCRIPTION OF LANDS Part of Lot 23, Concession 5 Pickering (to be completed upon completion of the Reference Plan, and in accordance with the mapping at Schedule A-2) 38997-2001 Z3S1416,7 99 SCHEDULE A.2 LANDS 100 • J1g ny1 _ } 1 Pari 1, Plan 40R-29998 Lands (Area = 22 Acres) C \\_)-..._,1 Location Map as 4 File: Sale Land of PICKERING Applicant: city of Pickerin9iRubota City Dwelnpment Property Descripttion:Cort 5 Part Lot 23, 24 Now RP 40R25010 Part 7 Department 201 lk:May.. fl 13 In=. +. nne,�.�wt �.....w.�..i =Y eN��YOp+i.�n Anle 100 SCHEDULE 13 • PERMITTED ENCUMBRANCES (a) General Encumbrances: (i) the Lease and any notices of such lease registered on title to the Lands, including all easements, rights of way, restrictions, restrictive covenants, servitudes and other similar rights in land contained in the Lease, which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants' interest in respect -thereof and which do not encumber the interest of the landlord thereunder; (ii) liens for real property taxes (which term includes charges, rates and assessments) or charges for electricity, power, gas, water and other services and utilities in copnection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii) any easements, rights. of way, restrictions, building schemes, licences, restrictive covenants and servitudes, rights of access or use, airport zoning regulations and other similar rights in land (including, without limitation, rights of way and servitudes for -sewers, drains, gas and water mains, electrical power, telephone and cable conduits, poles, wires or cables) granted to, reserved or taken by any person which ¬, in the aggregate, materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease, licence, franchise, grant, agreement or permit, subdivision, development, servicing, encroachment, site plan, parking or other similar agreement with any Authority or public or private utility; (iv) title defects or irregularities which do not, in the aggregate, materially and adversely impair the use of the Property for the purpose for which itis presently held; (v) any cost sharing, common use, reciprocal or other similar agreements relating -to the use and/or operation of the Property and/or adjoining properties provided the same are complied with in all material respects and all -security given by the parties thereto to each other to secure their respective obligations thereunder; (vi) any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant' of the Property from the Crown; • • (vii) any rights of expropriation, access or use, or any other right conferred or reserved by or in any statute of Canada or the Province of Ontario; 101 (viii) the provisions of all applicable laws including by-laws, regulations, ordinances, land use contracts, development agreements and similar instruments relating (without limitation) to development, use and zoning; (ix) encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands encroaching on the Property which do not materially and adversely affect the present use of the Property; (x) all registered and unregistered agreements, easements, rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that otherwise run with the Lands; and (xi) any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. (b) Specific Encumbrances: All instruments registered on title to the Property as of the Closing Date, including but not limited to: 1. Notice of the Phase 1 RFEA; 2. Notice of the Pickering FIA; 3. Notice of the Seaton CSA; 4. Notice of the Seaton -Durham CSA; 102 SCHEDULE C PROPERTY DOCUMENTS . [Note: Vendor to provide within five (5) days of Execution Date in accordance with Section 5.05.] 103 Canada Province of Ontario TO WIT. I, S CHF,DULE D STATUTORY DECLARATION IN THE MATTER OF THE TITLE TO o AND IN THE MATTER OF A SALE THEREOF from HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRAS 1'KUCTURE (the "Vendor") to THE CORPORATION OF THE CITY OF PICKERING (the "Purchaser") , of the , in the Province of Ontario, DO SOLEMNLY DECLARE, that: I. I am the {title} of the Purchaser and as such have knowledge of the matters hereinafter declared. 2. The Purchaser and Ontario Infrastructure and Lands Corporation. ("OILC") are arm's length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale, whieh would lead to the presumption that the parties are not arm's length parties. 3. The Purchaser and the Vendor are arm's length parties and the Purchaser has received no special knowledge nor special consideration in entering' into the above Agreement of Purchase and Sale, which would lead to the presumption that the parties are not arm's length parties. 4. Except as expressly set out in Schedule A to this Declaration: (a) to the best of the knowledge and belief of the undersigned, there are no outstanding legal disputes or actions between the Vendor and Purchaser; (b) • the Purchaser is not in conflict with OILC with respect to the above transaction; and (c) the Purchaser is not in conflict with the Vendor with respect to the above transaction. 104 AND I make this solemn Declaration conscientiously believing it to be true, and knowing that it is of the. same force,and effect as if made under oath and by virtue of the Canada Evidence Act.. DECLARED by.the above-named Declarant, before me at the of this day of , 201 A Commissioner, etc. 105 BETWEEN: AND: SCHEDULE E DOCUMENT REGISTRATION AGREEMENT DOCUMENT REGISTRATION AGREEMENT r (hereinafter referred to as the "Vendor's Solicitor") (hereinafter' referred toas the "Purchaser's Solicitor") RE: Her Majesty the Queen in right of Ontario as represented by the Minister of Infrastructure (the "Vendor") sale to d (the "Purchaser") of the property legally described as o, City of <>, being the whole of PIN --(LT) (the "Property" pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, dated a and accepted Q (the "Purchase Agreement"), Scheduled to be completed ono (the "Closing Date") Holding Deliveries In Escrow Advising of Concerns with Deliveries . FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged), the parties hereto hereby undertake and agree as follows: 1. The Vendor's Solicitor and the Purchaser's Solicitor shall hold all funds, keys and closing documentation exchanged between them (the "Requisite Deliveries") hi escrow, and shall not release or otherwise deal with same except in accordance with the terms of this Agreement. Both the Vendor's Solicitor and the Purchaser's Solicitor have been authorized by their respective clients to enter into this Agreement. Once the Requisite Deliveries can be released in accordance with the terms of this Agreement, any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lenders 2. Each of the parties hereto shall notify the other as soon as reasonably possible following their respective receipt of the Requisite Deliveries (as applicable) of any defect(s) with respect to same, 'Solicitors should continue to refer to the Law Society of Upper Canada practice guidelines relating to recornmended procedures to follow for the discharge of mortgages. 106 Selecting Solicitor Responsible for Registration Responsibility of • Non -Registering Solicitor Responsibility of Registering . Solicitor Release of Requisite Deliveries by Non - Registering Solicitor Returning Deliveries where Non -registration 3. . The Purchaser's Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined) unless the box set out below indicating that the Vendor's Solicitor will be responsible for such registration has been checked: For the purposes of this Agreement, the solicitor responsible for such registration shall be referred to as the "Registering Solicitor" and the other solicitor shall be referred to as the "Non -Registering 'Solicitor": Vendor's Solicitor will be registering the Electronic Documents 4. The Non -Registering Solicitor shall, upon his/her receipt and approval of the Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of; a) the registration of the Electronic Documents; b) the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows[ a.m./p.m on the Closing Date] (the "Release Deadline"), and provided that notice under paragraph 7 below has not been received; or c) receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. If the Purchase Agreement does not specify a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m. on the Closing Date, 5. The Registering Solicitor shall, subject to paragraph 7 below, on the Closing Date, following his/herreceipt and approval of the Requisite Deliveries (as applicable), register the documents listed in Schedule A annexed hereto (referred to in this agreement as the "Electronic Documents") in the stated order of priority therein set out, as soon as 'reasonably possible once same have been released for registration by the Non- Registering Solicitor, and hnmediately thereafter notify the Non -Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). . 6 Upon registration of the Electronic Documents and notification of the Non -Registering solicitor in accordance with paragraph 5 above, the Non- Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow, 7. Any of the parties hereto may notify the other party that he/she does not wish to proceed with the registration of the Electronic Documents, and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents, then each of the parties hereto shall forthwith return to the other party their respective Requisite Deliveries, • For the purpose of this Agreement, the term "registration" shall mean the issuance of registration number(s) in respect of the Electronic Documents by the appropriate Land Registry Office. 107 Counterparts & Gender Purchase Agreement Prevails If Conflict or Inconsistency Telefexing Deliveries & Providing Originals If Requested 8. This agreement may be signed in counterparts, and shall be read with all changes of gender and/or number as may be required by the context. 9. Nothing contained in this agreement shall be read or construed as altering the respective rights and obligations of the Purchaser and the Vendor as more particularly set out in the Purchase Agreement, and in the event of any conflict or inconsistency between the provisions of this agreement and the Purchase Agreement, then the latter shall prevail. 10. This agreement (or any counterpart hereof), and any of the closing documents hereinbefore contemplated, may be exchanged by telefax or similar system reproducing the original, provided that all such documents have been properly executed by the appropriate parties. The party transmitting any such document(s) shall also provide the original executed version(s) of same to the recipient within 2 business days after the Closing Date, unless the recipient has indicated that he/she does not require such original copies. Dated this day ofd, 201 . Dated this day of o, 201 Name/Firm Name of Vendor's Solicitor NamelFirm Name of Purchaser's Solicitor O (Signature) (Signature) Note: This version of the Docunzent Registration Agreement was adopted by the Joint LSUC CBAO Committee on Electronic Registration of Tide Documents on March 29, 2004 and posted to the web site on April 8, 2004. 1. Transfer from o to o, 108 Schedule "A" SCHEDULE F CLOSING AGREEMENT TO: Her Majesty the Queen iii. right of Ontario as represented by the Minister Infrastructure (the "Vendor") AND TO: Ontario Infrastructure and Land Corporation (the "Vendor's Agent") RE: The Corporation of the City -of Pickering (the "Purchaser") purchase from the Vendor of the property legally described as Part of Lots 23 and 24, Concession 5, Geographic Township of Pickering, designated as Part XXX on Plan 40R -XXX, City of Pickering, Regional Municipality of Durham (the "Property") pursuant to an Agreement of Purchase and Sale between the Purchaser and the Vendor dated XXX, as amended from time to time (the "Purchase Agreement") In consideration of and notwithstanding the Closing of the Transaction and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged): 1. The Purchaser agrees to accept, assume and take title the Property and any improvements thereon in an "As Is Where Is" condition in accordance with Section 5.01 of the Purchase Agreement. 2. The Purchaser confirms that all provisions of the Purchase Agreement that by their express terms are to survive and not merge on Closing shall survive and not merge on Closing. 3. The Purchaser confirms that all representations and warranties made by the purchaser in the Purchase Agreement remain true and correct as if repeated here. 4. The Purchaser reaffirms all indemnities made by it in the Purchase Agreement. 5. The Purghaser reaffirms the release and covenant not to sue provided for in Section 5.08 and 5.10 of the Purchase Agreement. 6. This Agreement shall not merge on Closing but shall survive Closing. 7. Unless otherwise defined herein, all capitalized terms used herein have the meaning ascribed to them in 109 the Purchase Agreement. 8. The Vendor and Vendor's Agent may rely on a signed electronically transmitted ,copy of this Agreement which shall constitute and be treated for all purposes as signed original of this Agreement. 9. This Agreement shall be binding upon the successors and permitted assigns of the Purchaser and shall enure to the benefit of the Vendor and its successors and assigns. DATED as of the XX day of XXX, 2018, 110 THE CORPORATION OF THE CITY OF PICKERING Per: Per: Name: Title: Name: Title: I have authority to bind the Corporation. SCHEDULE G PARTICIPATION AGREEMENT - BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRASTRUCTURE -and- THE CORPORATION OF THE CITY OF PICKERING RECITALS; A. Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure (the "Owner") is the owner in fee simpleof the land described at in Schedule "A"0 to this Agreement (the "Property"). B, The Owner and Ontario Infrastructure and Lands Corporation ("OILC") ,confirm that OILC is the designated agent of the Owner and has the authority to exercise all rights of the Minister of Infrastructure pursuant to sections 7 and 9 of the Ministry of Infrastructure Act, S.0.2011, c. 9, Sched 27, and the express written delegation from the Owner, dated June 6, • 2011, and that both the Owner and OILC are and shall be bound by all the Vendor's covenants, representations and warranties as provided herein. C. The Corporation of the City of Pickering (the "City") is the proposed transferee of the Property: NOW THEREFORE in consideration of the mutual covenants hereinafter set forth, the transfer of the Property from OILC to the City and other good and valuable consideration, the parties hereto agree as follows: 111 Definitions: (1) 112 "Base Amount" means. [NTD — insert Purchase Price to be paid by the City]. "Profit" means the amount by which the Sale Price exceeds the Base Amount. "Sale Price" means the value, in lawful money of Canada, of all consideration and benefit paid or agreed to be paid for the Property by a bona fide purchaser dealing at arm's length with the City, including the value of any encumbrances or mortgages assumed by the purchaser or -taken back as part of the consideration for such sale transaction, less the aggregate of the following: (a) the cumulative total of any and all capital improvements to the Property (as determined in accordance with generally accepted accounting principles) made to the Property from and after the Date of Closing; (b) any real estate commission payable by the City in disposing of the Property to such .a bona fide purchaser in an amount not to exceed the then current industry practice; and (0) reasonable transaction expenses, including, but not limited to, all marketing expenses, all taxes paid by . . the City with respect to the Property which have not been recovered in full by the City prior to the subsequent sale (including, but not limited to, land transfer tax paid by the City), legal and accounting fees payable by the City in disposing of the Property, "Term" means the period` commencing on the Closing Date and expiring on the earlier of (i) the date Which is five (5) years following the Closing Date; and (ii) the date on which title to the Property is transferred to a bona fide purchaser dealing at arm's length with the City. It is the express intention of OILC and the City that that there shall be no speculation with respect to all or any portion of the Property during the Term. In the event of a bona fide arm's length sale of all or any portion of the Property by the City at any time during the Term then 100% of any Profit (as defined below) shall be paid to OILC and the amount of _ such Profit shall be a charge on the Property in favour of OILC until paid. Should the City enter into an agreement to sell the Property during the Term it shall give OILC written notice of same as soon as reasonably possible after such agreement is entered into. Within 30 days following the Closing Date, the City will register in the appropriate land registry office, a Notice of this Participation Agreement on title to the Lands. Any notice under this Agreement is sufficiently given if delivered personally or if sent ordinary mail or prepaid courier or electronic facsimile machine to the addresses follows: Address of the City: The. Corporation of the City of Pickering One. The Esplanade Pickering Ontario, L1V 6K7 Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Telephone: (905) 420-4660 ext. 2048 Email: pbigioni@pickering.ca and to the Purchaser's Solicitors at: Torys LLP 79 Wellington Street West Suite 3000 Box 270, TD Centre Toronto Ontario, M5K 1N2 Attention: Dan Ford / Andy Gibbons Telephone: (416) 865-7372 / (416) 865-8226 Email: dford@torys.com / agibbons@torys.com and to OILC at: by as 113 c/o Ontario Infrastructure and Lands Corporation Sales. & Acquisitions 1 Dundas Street West, Suite 2000 Toronto,.Ontario M5G 1L5 Attention: Vice President, Sales and Acquisitions Facsimile: (416) 327-3942 and to OILC's Legal Counsel at: Attention: General Counsel and Corporate Secretary Facsimile: (416) 327-2760 or at such other addresses as OILC or the City may designate from time to time. Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or, if mailed, three (3) Business Days after the same is mailed. Any party may, at any time by notice given in writing to the other party, change the address for service of notice on it. (4) The City acknowledges that the provisions of this Agreement run with title to the Property, and the City covenants not to sell, transfer or otherwise alienate the Property or any part thereof to any affiliated entity unless such transferee agrees to be bound by the terms of this Agreement. OILC agrees that if the City sells the Property to a bona fide purchaser' for value during the Term (a "Sale"); then OILC will discharge the notice of this Agreement from title to the Property within seven (7) days of either (i) receipt by OILC of any Profit pursuant to Section (1) hereof; or (ii) the date of Sale in the event that no Profit is owing to OILC. (6) This Agreement may be executed and delivered in counterparts and any such counterpart may be delivered in its original form or by facsimile or other electronic transmission and each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same Agreement. This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable thereto and shall be treated in all respects as an Ontario contract. (5) (7) (8) This Agreement shall be binding upon, and endure to the benefit of, OILC and the City and their respective successors and permitted assigns. 114 DATED this day of , 2018. THE CORPORATION OF THE CITY OF PICKERTNG Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation DATED this day of , 2018. ONTARIO INFRASTRUCTURE AND LANDS CORPORATION acting as agent on behalf of HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY TIIE MINISTER OF INFRASTRUCTURE Per: Name: Title: Per: Name.: Title: I/We have the authority to bind the Corporation 115 Schedule "A" 116 ATTACHMENT# TO REPORT# CA -0 0q -- .of: . THF CORPORATION OF THE CITY OF PICKERING as "Vendor" and KUBOTA CANADA LTD. as "Purchaser" Execution Version AGREEMENT OF PURCHASE AND SALE 38997-2001 25099613.5 • 117 TABLE OF CONTENTS SECTION 1 DEFINITIONS 2 SECTION 2 AGREEMENT OF PURCHASE AND SALE 7 SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE 8 SECTION 4 HARMONIZED SALES TAX 9 SECTION 5 "AS IS WHERE IS", PURCHASER'S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 9 SECTION 6 CLOSING CONDITIONS 14 SECTION 7 INTENTIONALLY DELETED 15 SECTION 8 INTENTIONALLY DELETED 15 SECTION 9 RISK 15. SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 16 SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 16 SECTION 12 INTENTIONALLY DELETED 17 SECTION 13 INTENTIONALLY DELETED 17 SECTION 14 TITLE 17 SECTION 15 NO ASSIGNMENT ETC. 18 SECTION 16 DEVELOPMENT AGREEMENTS 18 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 20 SECTION 18 TENDER 20 SECTION 19 ADJUSTMENTS 21 SECTION 20 ELECTRONIC REGISTRATION 21 SECTION 21 CLOSING DELIVERABLES 22 SECTION 22 NOTICE 23 SECTION 23 CONFIDENTIALITY 24 SECTION 24 GENERAL 25 SECTION 25 IRREVOCABLE PERIOD 26 38997-2001 25099613.5 118 AGREEMENT OF PURCHASE AND SALE BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the "Vendor") - and - KUBOTA CANADA LTD. (hereinafter called the "Purchaser") RECITALS:. OF THE FIRST PART OF THE SECOND PART A. The Vendor has entered into an agreement of purchase and sale with Her Majesty The Queen in Right of Ontario, as represented by, The Minister of Infrastructure ("HMQ") for the purpose of acquiring the fee simple to the property defined as the "Lands" in Section 1.01(oo) of this Agreement (the "HMQ Purchase Agreement"), in order to immediately thereafter, sell such fee simple interest in the Lands to the Purchaser. B. HMO is the owner in fee simple of the Lands as of the date hereof. C. The Lands are subject to the Development Agreements, and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. D. The Lands are subject to the Leases, and the Purchaser has agreed to assume the Leases as they relate to the Lands on the terms and conditions as described in this Agreement. E.. The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. . NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 38997-2001 25099613.5 119 -2 - SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning, the terms defined in this Section 1.01 for all purposes of this Agreement, shall have the meanings set out below: (a) "Adjustments'.' means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. (b) "Affiliate" has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B.. 16. (c) "Agreement" means collectively, this agreement of purchase and sale, all Schedules attached hereto and every properly executed instrument which by its terms amends, ,( modifies or supplements this Agreement, • (d) "Ancillary Parcel" means that portion of the Lands described in Schedule A-1 and cross hatched in red on the sketch plan attached hereto as Schedule A-2. "Applicable Laws" means, collectively, all statutes, laws, by-laws, regulations, ordinances and orders of any governmental Authority, including without limitation all Land Use Regulations. (e) (f) (g) (h) (i) (j) • "As Is Where Is" has the meaning ascribed to it in Section 5.01. "Assignee" has the meaning ascribed t� it in Section 15.02. "Assumption Agreement" means an agreement by which the Purchaser becomes a party to a Development Agreement, Lease or Permitted Encumbrance and assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement, Lease or Pennitted Encumbrance. "Attribution Development Charges" means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase '1 RFEA) from time to time. "Attribution Prepayment" means the sum of the "Regional Attribution Water Supply DC Prepayment" and the "Regional Attribution Sanitary Sewerage DC Prepayment" (as such terns are defined in the Phase 1 RFEA) from time to time. (k) "Authority" means any governmental or quasi -governmental authority, regulatory authority, • government department, agency, commission, board, tribunal, body or department, or any court, whether federal, provincial or municipal, having jurisdiction over the Property, or the use thereof, and includes the City and the Region. (1) "Buildings" means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, upon or under the Lands, and all 38997-2001 25099613.5 120 -3 - improvements and fixtures of the Vendor contained in, upon or on such buildings and structures which are used in the operation of same, and `Building" means any one of the Buildings. (in) "Business Day" means any day on which the Government of Ontario normally conducts business. (n) "City" means the City of Pickering. (o) "Closing" means the closing of the Transaction, including without limitation, the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. "Closing Date" means the 30th Business Day following the expiry of the Inspection Period. "Community Use Land" has the meaning ascribed to it in the Seaton CSA. "Contaminant" has, for the purposes of this Agreement, the same meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended, and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (s) "Cost Shared Service" has the meaning ascribed to it in the Seaton CSA. (t) "DC Credit Recovery Payment" has the meaning ascribed to it in Section 16.03. (u) "Deposit" has the meaning ascribed to it in Section 3.01. (v) "Developable Area Share" has the meaning ascribed to it in the Seaton CSA. • (w) "Development Agreements" means, collectively, the Phase 1 RFEA, the Seaton CSA, the Pickering FIA, the Seaton -Durham CSA and the Master Parks Agreement, and "Development Agreement" means any one of such agreements: (x) "Development Agreement Payment" means any payment required to be made, or security to be provided, to an Authority, to the Vendor, or to a trustee named under a Development Agreement, by the Purchaser at Closing hereunder and whether required by an Assumption Agreement or otherwise, and includes, but is not limited to, the DC Credit Recovery Payment, Attribution Prepayment, Development Agreement Security, Development Charge Payments, and Private Land Landowner Equivalency Payment. (y) "Development Agreement Security" means any security required to be delivered by a Private Landowner pursuant to a Development Agreement, whether by letter of credit or otherwise. (z) "Development Charge Credits" means the development charge credits earned pursuant to the Phase 1 RFEA. 38997-2001 25099613.5 121 -4 - (aa) "Development Charge Prepayments" means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase 1 RFEA upon the development of Employment Lands, (bb) "Drainage Area Share" has the meaning ascribed to such term in the Seaton CSA, (cc) "Durham Owners" has the meaning ascribed to it in the Seaton -Durham CSA. (dd) "Employment Lands" means those lands designated as "Prestige Employment Lands" in the `Central Pickering Development Plan', (ee) "Environmental Law" means, collectively, all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws, common law and deed restrictions, all by-laws, regulations, codes, licences, permits,orders, directives, guidelines, decisions rendered by any governmental Authority relating to the protection of the environment, natural resources, public health, occupational health and safety or the manufacture,processing, distribution, use, treatinent, storage, disposal, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any Hazardous Substance, and all authorizations issued pursuant to such Applicable Laws,. agreements or statutory requirements. (ff) "Environmental Objection" has the meaning ascribed to it in Section 5.02. (gg) "Environmental Reports" means the reports relating to the environmental condition of the Lands as identified in Schedule C. (hh) "Execution Date" means the date on which this Agreement has been executed and delivered by all parties hereto. (ii) "Hazardous Substance" includes, but is not limited to any hazardous or toxic chemical, waste, by-product, pollutant, contaminant, compound, product or substance, including without limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleum and its derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of, which is prohibited, controlled or regulated by any and is defined in or pursuant to any Environmental Law. (jj) "HMQ" has the meaning ascribed to it in the recitals above. (kk) "HMQ Acquisition Costs" has the meaning ascribed to it in Section 17.02. (11) "HMQ Purchase Agreement" has the meaning ascribed to it in the recitals above. (mm) "HST" has the meaning ascribed to it in Section 4.01, (nn) "Inspection Period" means that period of time which is Sixty (60) Business Days following the Execution Date. 2 2 38997-2001 25099613.5 -5- (oo) "Land's" means the land(s) described in Schedule A-1 and outlined in red and cross hatched in red on the sketch plan attached hereto as Schedule A-2 and is comprised of the Main Parcel and the Ancillary Parcel. (pp) "Land Use Regulations" means collectively, any land use.policies, regulations, by-laws, or plans of any Authority that apply to the use of the Property, including the existing Official Plans, zoning by-laws and zoning orders. (qq) "Land Transfer Tax Affidavit" has the meaning ascribed to it in Section 17.01. (rr) "Leases" means all leases or licences of any portion of the Lands in force at Closing. (ss) "Main Parcel" described in Schedule A-1 and outlined in red on the sketch plan attached hereto as Schedule A-2. (tt) "Master Parks Agreement" means the Master Parks Agreement dated. entered into by the City, and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining .to the satisfaction of the park dedication requirements for the Seaton Community. (uu) "Municipality" theans.the municipality (or municipalities) where the Property is located. (vv) "Offer Date" means the date the offer herein is submitted to the Vendor by the Purchaser. (ww) "OILC" means Ontario Infrastructure and Lands Corporation. (xx) "Open Data" means data that is required to be released to the public pursuant to the Open Data Directive. • (yy) "Open Data Directive" means the Management Board of Cabinet's Open Data Directive, updated on April 29, 2016, as salve may be amended from time to time. (zz) "Permitted Encumbrances" means, collectively, the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. (aaa) "Phase 1 RFEA" has the meaning ascribed to such term in the Seaton CSA. (bbb) "Phase 1 RFEA Lands" has the meaning ascribed to such term in the Phase 1 RFEA. (ccc) "Pickering FIA" means the Financial Impacts Agreement dated November 26, 2015 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the development • of lands in Seaton. (ddd) "Private Landowner" has the meaning ascribed to such term in the Seaton CSA. (eee) "Private Landowner Equivalency Payment" has the meaning ascribed to it in Section 16,06, 38997-2001 25099613.5 123 -6- "Property" means, collectively, all of the right, title and interest of the Vendor in and to the Lands and the Buildings. "Property Documents" means the documents in the Vendor's cuiTent possession and related.to the Property, as set out in Schedule C, and shall include, but shall not be limited to: (A) executed copies of any assignable service contracts, operating agreements and management agreements; (B) copies of assignable guarantees and warranties of materials, workmanship, labour and materials relating to the Property that are still in effect; (C) copies of the Environmental Reports, heritage reports, archaeological'• reports or any other report relating to the physical, geotechnical or environmental condition of the Property; (D) copies of all Leases; (E) copies of all Pennitted Encumbrances which are not registered against title to the Property; and (F) any plan of survey of the boundaries of the Property. (hhh) "Provincial Successor" has the meaning ascribed to such term in the Seaton CSA. (iii) . "Purchase Price" means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments. (jjj) "Purchaser's Reports" has the meaning ascribed to it in Section 5.06. (kkk) "Region" means the Regional Municipality of Durham. (111) "Regional Infrastructure" has the meaning ascribed to it in the Seaton CSA. (mmm) "Requisition Date" has the meaning ascribed to it in Section 14.01. (nnn) "Reliance Letter" has the meaning ascribed to it in Section 5.11. (000) "ROFR Agreement" means the ROFR Agreement attached hereto as Schedule G and to be entered into between the Vendor and the Purchaser at Closing. "SCS" means SCS Consulting Group Ltd., being the professional land development engineering consultants acting on behalf of the trustees under the Development Agreements. (ppp) (qqq) "Seaton Community" means the developable land as determined by the Central Pickering Development Plan, as may be further refined, and as determined by the Seaton CSA. 38997-2001 25099613.5 124 (nn.) "Seaton CSA" means the Amended and Restated Cost Sharing Agreement dated November 26, 2015 between the Vendor and other owners of development land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (sss) "Seaton -Durham CSA" means an agreement dated November 26, 2015 between the' Vendor, the Private Landowners and the Durham Owners to provide for the recovery of certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. • "Seaton Trustee" means the trustee as provided for in the Seaton CSA, as it is from time to time. As of the Execution Date, the Seaton Trustee is North Pickering. Community Management Inc. (tit) (uuu), "Servicing Costs" has the meaning ascribed to it in Section 16.07. (vvv) "Subsequent Phase" means development of land in the Seaton Community, the development of which is not covered by the Phase 1.RFEA, and for which no allocation of sewer or water capacity has currently be granted by any Authority. (www) "Transaction" means, collectively, the purchase and sale of the•Property provided for in this Agreement and all other matters contemplated in this Agreement. (xxx) "Vendor Parties" has the meaning ascribed to in Section 5.08. SECTION 2 AGREEMENT OF PURCHASE AND SALE 2.01 Subject to the closing of the HMQ Purchase Agreement and transfer of fee simple to the Lands to the Vendor, the Vendor agrees to sell, transfer and assign to the Purchaser all of the right, title and interest of the Vendor in the Property and the Purchaser agrees to purchase, acquire and assume the. Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments on the Closing Date. 2.02 The Purchase Price shall be calculated by multiplying the area of the Lands in acres by a per acre price of (i) ONE HUNDRED THOUSAND DOLLARS ($100,000.00) per acre for the Main Parcel; and (ii) NINETY-THREE THOUSAND ONE HUNDRED AND EIGHTY-ONE DOLLARS AND • EIGHTY-TWO CENTS ($93,181.82) per acre for the Ancillaiy Parcel. The area of the Main Parcel is twenty-eight (28.0) acres, and the estimated area of the Ancillary Parcel is twenty-two (22.0) acres more or less, which would result in a Purchase Price of approximately FOUR MILLION EIGHT HUNDRED AND FIFTY THOUSAND DOLLARS ($4,850,000.00). Prior to Closing the . area of the Ancillary Parcel shall be conclusively determined by a reference plan to be delivered by the Vendor, in consultation with the Purchaser, not less than five (5) days prior to the Closing Date. 38997-2001 25099613.5 125 8 - SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor's solicitor in trust, by certified cheque or wire transfer: (a) Upon the submission of this offer to purchase, a sum equal to five percent (5%) of the Purchase Price, as estimated at Section 2.02 hereof, as a deposit.to be credited towards the Purchase Price on the Closing Date; (b) • Within forty-eight (48) hdurs of the Execution Date a further sum equal to five percent (5%) of the Purchase Price, as estimated at Section 2.02 hereof, as a further deposit to be credited towards the Purchase Price on the Closing Date; and (c) Within forty-eight (48) hours of the waiver of the Purchaser's conditions in Section 6.04 a further sum equal to ten percent (10%) of the Purchase Price, as estimated at Section 2.02 hereof, as a further deposit to be credited towards the Purchase Price on the Closing Date (collectively, the "Deposit"). 3.02 The parties authorize the Vendor to invest the Deposit with a Canadian bank as identified in Schedule /of the Bank Act, R.S., 1991, c. B.46 (Canada). Any and all interest earned thereon shall accrue to the benefit of and, subject to Sections 3.03 and 5.03, be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. 3.03 In the event that this Agreement is terminated solely due to a specific default by the Purchaser, then the Deposit, together with all interest accrued thereon, shall be forfeited to the Vendor as liquidated damages. 3.04 If the Transaction is completed, the Deposit shall be credited against the Purchase. Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct forthwith following Closing. 3.05 . On Closing the Purchase Price shall be paid and satisfied as follows: (a) by release of the Deposit to the Vendor; and (b) the balance of the Purchase Price, as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to, at the election of the Vendor, either (i) the Vendor in trust; or (ii) HMQ by way of a written direction from the Vendor, which direction shall be : provided not less than five (5) Business Days prior to Closing. The balance ofthe Purchase Price shall be payable by way of wire transfer, such payment being deemed to have been made when the recipient's financial institution confirms receipt of such wire transfer. 3.06 The Purchaser acknowledges that at Closing it will be required to provide, or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.07 The Transaction shall be completed on the Closing Date at the -offices of the Vendor's solicitors. 3 899 7-2001 25099613.5 126 -9 - SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax ("HST") payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act, R.S.C. 1985, c. E.15 (Canada) (the "Act"). Subject to Section 4.02, the Purchaser agrees to pay to the Vendor, on the Closing Date, as.a condition of completion of this Transaction by wire transfer, certified cheque or bank draft, all HST payable as a result of this Transaction in accordance with the Act. 4.02 Notwithstanding Section 4.01 -above, the Vendor shall not collect HST from the Purchaser in this Transaction if, on Closing, the Purchaser is registered under the Act and in that event, the Purchaser shall; (a) file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act; and (b) provide to the Vendor, on the Closing Date, a certificate confirming that the Purchaser is registered under the Act for the purposes of collecting and remitting HST, and confirming its HST registration number under the Act, together with an indemnity in favour of the Vendor for any and all HST, fines, penalties, actions, costs, losses, claims, damages or expenses and/or interest which may become payable by, or assessed against, the Vendor as a result of the Vendor's failure to collect HST from the Purchaser on' the Closing Date, such certificate and indemnity to be in a form satisfactory to the Vendor's solicitor, acting reasonably, failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction 'and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. - -4.03 The Purchaser's obligations under this Section 4 shall survive and not merge on Closing. SECTION 5 "AS IS WHERE IS", PURCHASER'S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 5.01 . The Purchaser acknowledges and agrees that: (a) in entering into this Agreement, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect -to the Property, including, without limitation, the physical and environmental condition of the Property and a review of any documentation respecting the Property, and the Purchaser acknowledges it is not relying on any information furnished by the Vendor or any other person on behalf of, or at the direction of, the Vendor in connection therewith; (b) the Purchaser is purchasing and shall accept, assume and take title to the Property and any improvements thereon in an "As Is, Where Is" condition. The term "As Is, Where Is" means in its condition or state on the Offer Date, without any agreement, representation or warranty of any kind whatsoever, either express or implied on the part of the Vendor, .as to the condition of the soil, the subsoil, the ground and surface water or any other 38997-2001 25099613.5 127 (c) -10- environmental matters, the condition of the Lands, suitability for development,. physical characteristics, profitability, the condition of the Buildings, or any other ]natter respecting the Property whatsoever, including without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant, the use to which the Property may be put and its zoning, the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser's intended development of the Property, or as to the accuracy, currency or completeness of any information or documentation supplied to the Purchaser in connection with the Property; and the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof. The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing, the Purchaser accepts, assumes and takes title to the Property subject to the land uses cun'ently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not ]Hake and is not authorized by the Vendor to make, prior to cpmpletion of this Transaction, any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property, including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Property. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the • Inspection Period, the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect -to the condition of the soil, the subsoil, the ground and surface water or any other environmental matter relating to the Property, including, without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant. If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or. the presence of a Hazardous Substance or Contaminant on, in, at, under, emanating fi'omn or onto the Propertythat would be in excess of the guidelines for any of the permitted uses under the current zoning by-law affecting the Property, the risk or presence of which the Purchaser is not prepared to assume, then the Purchaser shall, by written notice, provide such evidence to the Vendor within the Inspection Period by way of a report of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance, Hazardous Substance or Contaminant and quantify the remediation cost (collectively, an "Environmental Objection"). Upon receipt of an Environmental Objection, the Vendor may, at its option and in its sole discretion: (a) undertake, as the Purchaser's sole and exclusive remedy, to take such actions, complete such work and/or implement such measures, in the Vendor's sole . discretion as to means and methods, as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after the Closing Date if compliance prior to Closing is not, in the Vendor's opinion, reasonably possible, to the satisfaction of the Purchaser, acting reasonably; (b) credit the Purchaser, as.the Purchaser's sole and exclusive remedy, the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price in an amount to be acceptable to the Purchaser, acting reasonably, in which event the Purchaser shall, on Closing, expressly assume the obligation and 38997-2001 25 099613.5 . 128 (c) -11�- undertake to correct the matter of non-compliance as soon as•possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser's • failure to remediate the Hazardous Substance, Contaminant and/or matter of non-compliance; terminate this Agreement in which event the Deposit shall, subject to Section 5.03, • be returned to the Purchaser with accrued interest, and without further liability to the Vendor; or (d) • refuse to do either (a), (b), or (c) above in which event the Purchaser shall have the option.of either: (i) completing the Transaction without adjustment to the Purchase Price; or (ii) terminating this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor. The Vendor shall have seven (7) Business Days from receipt of the Environmental Objection to- make omake its election under (a), (b), (c) or (d) above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said seven (7) Business Day period, the Vendor will be deemed to have elected option (d).above. The Purchaser shall have seven (7) days from the date of the Vendor's election or deemed election under (d) above to elect, by notice in writing to . the Vendor, to terminate or complete as per paragraph (d) above and in the event the Purchaser fails to make an election within said seven (7) day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. 5.03 During the Inspection Period, the Vendor will. permit the Purchaser together with its employees, agents or consultants access to the Property, at reasonable times and upon a minimum of three (3) Business Days' prior written notice to the Vendor, to carry out, at the Purchaser's sole expense and risk, such investigations, tests and inspections as the Purchaser deems necessary, provided that the Purchaser takes all reasonable care in the conduct of such investigations, tests and inspections. All . tests, investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property. The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations, tests and inspections -of the Property conducted by the 'Purchaser or its representatives and to return the Property to substantially the same condition it was in prior to such investigations, tests and inspections. The -Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising fi'orin the Purchaser's and/or its agents' or consultants' presence on the Property or the Purchaser's and/or its 1 agents' or consultants' activities on or in connection with the Property. The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses, costs, claims, third party actions, damages: and expenses which the Vendor may suffer as a result of a breach of this Section 5.03. The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2) years and shall not merge on Closing. 5.04 Intentionally Deleted. 38997-2001 25099613.5 129 • -12- 5.05 The Vendor agrees to provide to the Purchaser, the Property Documents listed in Schedule C and the Development Agreements within five (5) days of the date of receipt by the Vendor of the same from HMO. The Purchaser acknowledges and agrees that: (i) the Property Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations or wananties whatsoever with respect to the content, completeness or accuracy of the Property Documents, or the environmental or any other condition of the Property; (ii) the Vendor shall not be liable to the Purchaser, its agents, employees or lending institution in any way for any error, omission or inaccuracy contained in any Property Document; and (iii) as of the Closing Date, the Purchaser shall become solely liable for all conditions and Hazardous Substances and/or Contaminants existing at the Property, whether known or unknown by the Purchaser, and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its. due diligence or other investigations or inspections of the Property. The Purchaser shall be entitled to review the Property Documents and the Development Agreements during the Inspection Period and the Vendor agrees to use commercially reasonable efforts to cause SCS to deliver to the Purchaser any financial statements, projections and budgets with respect to the Development Agreements, as well as any other information relevant to the Purchaser, acting reasonably, and, in the event that the Purchaser is not satisfied with the•information contained in the Property Documents or the Development Agreements, the Purchaser shall be entitled to terminate this Agreement. This condition is for the. benefit of the Purchaser and if by 5:00 p.m. on expiry of the Inspection Period, the Purchaser has not given notice to the Vendor that the condition contained in this Section has been satisfied or waived, such condition shall be deemed not to have been satisfied or waived, in which event this Agreement shall be null and void and of no further force or effect whatsoever and each party shall be released from all of its liabilities and obligations under this Agreement, and the Deposit shall be returned to the Purchaser without deduction, 5.06 The Purchaser covenants and agrees that the Property Documents provided by the Vendor and any and all third party reports, findings, recommendations, opinions and information resulting from the Purchaser's due diligence ("Purchaser's Reports") and the information contained_ therein shall be held in accordance with the confidentiality provisions set out in section 23. If this Agreement is terminated for any reason; the Purchaser Will promptly return to the Vendor all Purchaser's Reports and Property Documents without keeping copies. The Purchaser shall deliver to the Vendor forthwith following receipt, copies of any and all ,Purchaser's Reports the Purchaser commissions or obtains during the course of its investigations. 5.07 Ii the absence of the Purchaser delivering: (i) an Environmental Objection; and (ii) a notice to• terminate the Agreement under Section 5.02(d), the Purchaser shall be conclusively deemed to accept the Property in its As Is, Where Is condition, having waived all requisitions concerning any matters relating to the Property, save for any valid requisition on title made prior to the expiry of the Requisition -Date, and the Purchaser shall accept full responsibility for all conditions plated to the Property, and the Purchaser shall comply, at its sole.cost, with all orders relating to the condition of the Property issued by any competent government Authority, court or administrative tribunal, including any order issued against the Vendor including without limitation, any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 5.08 As an inducement to, and as further consideration for, the Vendor agreeing to sell the Property to the Purchaser upon the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser shall forever release and covenant 38997-2001 25099613.5 130 - 13 - not to sue the Vendor and its affiliates, subsidiaries, related legal entities, employees, directors, .officers, appointees and agents (each individually; a "Vendor Party" and collectively, the "Vendor Parties") with respect to anything arising out of the environmental or any other condition of the Property as of the Closing Date or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property as of the Closing Date, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser's Reports or any other report, document or. information discovered during the course of the Purchaser's due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. Nothing herein shall prevent the Purchaser from suing any third•party who is not a Vendor Party, for any such condition. 5.09 Froni and after the Closing Date, the Purchaser shall be responsible for, and hereby agrees to indemnify and save harmless the Vendor Parties from, any and all costs (including legal, consultant and witness costs and fees); claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to,. the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean- up, remedial, removal, monitoring or restoration work required by any federal; provincial, or local government agency or political subdivision because of the. presence of Hazardous Substances, in, on or under the Lands, the Buildings or any .environmental medium, structure or paved surface or emanating therefrom. On Closing the Purchaser agrees to deliver a Purchaser's Environmental Indemnity and Covenant Not to Sue, in the form attached hereto as Schedule H.• 5.10 The parties agree to execute -.and exchange at the time of Closing such further documentation as either party reasonably requests, including, but not limited to, an agreement whereby the Purchaser shall reaffirm the release, covenant not to sue and indemnifications regarding the condition of the . Property and environmental matters set forth in this section 5 in the form attached hereto as • Schedule "I". Notwithstanding the foregoing, the release, covenant not to sue and indemnifications set forth in this section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser, and Purchaser shall be bound by them, regardless of whether or not Purchaser executes any separate Instrument at the time of Closing. • 5.11 If requested by the Purchaser, the Vendor shall use commercially reasonable efforts (without the expenditure of funds) to secure a reliance letter (the "Reliance Letter") in favour of the Purchaser from GHD Limited (being the author of the Phase One Environmental Site Assessment dated November 2017), which Reliance Letter Will. permit the ,Ptirchaser to rely on such report as if it 38997-2001 25099613.5 131 • -14 - were an original addressee thereof, .subject to the qualifications, assumptions and limitations provided for in such report. Prior to requesting the Reliance Letter, the. Vendor shall advise the Purchaser of the cost and expense of the Reliance Letter and shall only request such Reliance Letter following written instruction from the Purchaser. 5.12 Unless otherwise expressly set out herein, this Section 5 shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION 6 CLOSING CONDITIONS .6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: . (a) each of HIvIQ and the Vendor, shall have waived all of the conditions set out in the HMQ Purchase Agreement, as applicable therein; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been coinplied with or performed in all material respects at the times contemplated in this Agreement; (c) the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the. Closing; (d) the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements, including all required assumption Agreements; and (e) all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in part by the Vendor, or by its solicitors on its behalf, in the sole and absolute discretion of the Vendor by written notice to the Purchaser. The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. 6.03 If a condition set forth in Section 6.0.1 is not fulfilled within the applicable time period, if aoy, and the Vendor fails to notify the Purchaser or the Purchaser's solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and ,except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Vendor's sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i).in the event the Agreement is terminated as a result of the non -fulfilment of the condition set forth in Section 6.01(a), neither the. Vendor nor the Purchaser shall, subject to Section 5.03, be liable to .the other for any loss, costs or damages, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction, and (ii) in the event the Agreement is terminated as a result of the non -fulfilment of any of the conditions set forth in Section 6.01(b), 6.01(c) or 6,01(d), 38997-2001 25099613.5 132 -15 - the Deposit shall be forfeited to the Vendor as liquidated damages and without derogating from any claims or causes of action the Vendor may have pursuant to this Agreement and at law against the Purchaser arising from the Purchaser's default therein. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of the following conditions on or before the expiration of the Inspection Period, namely the Purchaser shall have satisfied itself in its sole and unfettered discretion: (a) with the terms of this Agreement, the physical condition of the Lands, the environmental condition of the Lands, the zoning of the Lands, the Development Agreements, the Property Documents and all of its other due diligence tests, evaluations, inspections and investigations; • (b) that all Leases can be terminated by the Vendor or the Purchaser; and - (c) with: 0 (i) the timing and contingencies for delivery of municipal services to the Property; and (ii) the location and construction of any proposed access road. 6.05 The condition set forth in Section 6.04 is for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, or by its solicitors on its behalf, in the sole and absolute discretion of the Purchaser by written notice to the Vendor. The condition is a condition precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. • 6.06 If the condition set forth in Section 6.04 is not fulfilled within the applicable time period and/or the Purchaser fails to notify the Vendor or the Vendor's solicitors that such condition has been waived, this Agreement shall be null and void, and the Deposit shall, subject to Section 5.03, be returned to the -Purchaser with interest and without deduction. . SECTION. 7 INTENTIONALLY DELETED SECTION 8 INTENTIONALLY DELETED SECTION 9 RISK 9.01 Until completion of this Agreement on the Closing Date, the Property shall be and remain at the risk of the Vendor, except as otherwise provided in Section 5. The Purchaser acknowledges that the Vendor, in respect of damage to the Property, is self-insured. In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchaser's and/or its agents, consultants or representatives entries and/or activities on or to the Property, in which event Section 5.03 shall govern) (the "-Pre-Closing Damage"), the Vendor may elect (i) to forthwith repair. the Property to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the 38997-2001 25099613.5 133 -16 - Purchase Price; or (ii) to reduce the Purchase Price by an amount equal to the cost required to complete the repair as estimated by an independent qualified architect or engineer jointly retained by ,the Vendor and the Purchaser, acting reasonably and at arm's length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost, or (iii) unless the Purchaser agrees to accept title to the Property notwithstanding the election ofthe Vendor not to remediate or compensate to terminate this Agreement in which case the Deposit shall, subject to Section 5.03, be immediately returned to the Purchaser, with interest and without deduction, and neither party shall, subject to Section 5,03, have any further rights or obligations hereunder.. 9.02 From and including the Closing Date, the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before, on or after the Closing Date and, without being limited by the foregoing, any state, nature, quality or condition in, on, under or near the Property existing as of the Closing Date, whenever and however arising, whether known or unknown and whether environmental or otherwise, and whether such responsibilities and liabilities are imposed by law, equity or any governing Authority. SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C. 1985, c.1 (5th Supp.). 10.02 The Vendor represents and warrants that there are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Property or which would restrict the ability of the Vendor to transfer the Property to the Purchaser. 10.03. The Vendor represents and warrants that, to the best of its knowledge and belief, no part of the Property is subject to any proceeding by any government authority with respect to the expropriation thereof. 10.04 Any information provided by the Vendor or its agents, including the Property Documents, and any comments made by any Vendor Party are for the assistance of the Purchaser in allowing it to slake its own inquiries. The Vendor makes no representations or warranties as to, and takes no responsibility for, the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with any Vendor Party. 11.02 The Purchaser represents and warrants to the Vendor that the execution, delivery and performance by the Purchaser of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Purchaser is a .party are within the Purchaser's legal power and jurisdiction and have been duly authorized and approved by all necessary action on the part of the Purchaser. 38997-2001 25099613.5 134 -17- 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been, and each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser, and this Agreement constitutes, and each agreementto be executedand delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser,. enforceable against the Purchaser in accordance with their respective terms. 11.04 The Vendor shall deliver.and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition, subject to: (i) the Leases; (ii) the Development Agreements; and (iii) the Permitted Encumbrances. 11.05 As of the Closing Date, the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. 11.06 Without limiting the generality of the foregoing, the Purchaser shall comply with the terms of the Permitted Encumbrances, any agreement entered into by the Vendor with any Authority relating to the Property, all other agreements relating to public utilities and municipal services, the Land Use Regulations, all relevant municipal by-laws and all registered restrictions. The Purchaser further agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date.. 11.07 On the Closing Date, the Purchaser will execute and deliver an Assignment, Assumption and Indemnity in the Vendor's standard form accepting, assuming and indemnifying the Vendor with respect to all such matters referred to in this Section 1 1. SECTION 12 INTENTIONALLY DELETED SECTION 13 INTENTIONALLY DELETED SECTION 14 TITLE 14.01 The Purchaser shall have until the day which is twenty-five (25) Business Days before the Closing Date (the "Requisition Date") to investigate title to the Property at the Purchaser's expense. The Purchaser agrees not to call for the production of any title deed, abstract, survey or other evidence of title to the Lands except such as are in the possession of the Vendor. 14.02 On the Closing Date, the Purchaser shall accept title to the Property in an As Is Where Is condition subject to the following: (a) the Land Use Regulations; (b) the Development Agreements and notices thereof; (c) the Leases; 38997-2001 25099613.5 135 - 18 - (d) all Community Use Land obligation pursuant to the Seaton CSA; and (e) the Permitted Encumbrances. The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements, restrictions or covenants, encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If, prior to the expiry of the Requisition Date, the Purchaser furnishes the Vendor in writing.with a valid objection to title which the Vendor is unwilling or unable to remove, remedy and satisfy and which the Purchaser will not waive, this Agreement shall be terminated notwithstanding any 'intermediate acts or negotiations with respect to such objection, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such termination or otherwise out of this Agreement and parties shall have no further obligations or liabilities hereunder. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this 'Agreement, or any assignment of this Agreement, or any part of either, or register a caution in relation thereto, or directtitle to the Property, without, in each instance, obtaining the prior written consent of the Vendor, which consent May be arbitrarily and unreasonably withheld. Notwithstanding the foregoing, the Purchaser may, upon prior written notice to the Vendor, assign this Agreement to an Affiliate of the Purchaser but the Purchaser shall not be relieved of any of its liabilities or obligations hereunder in the event of any such assignment to an Affiliate. 15.02 If the Vendor consents to an assignment of this Agreement to a.third party (the "Assignee"), the Purchaser shall cause the Assignee and the Purchaser, to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement. The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee, such Assignee shall provide a similar representation, warranty and Statutory Declaration as required of the Purchaser in Section 11.01. SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall, as part of its acquisition of the Property, assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements, and it 38997-2001 25099613.5 136 -19 - covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such DevelopmentAgreement, whether such. security is to be lodged with an Authority or otherwise,. upon the execution of any applicable. Assumption Agreement witli.the intent that the Purchaser shall be treated equally with the other Private Landowners, except as explicitly provided in the Development Agreements. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery.by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA. The Purchaser agrees that at Closing, and as a condition of Closing, that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase 1 RFEA in respect of the Lands. The Purchaser acknowledges and agrees that the Seaton. Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community, whether or not the Lands are within the Phase 1 Lands, and shall take into account indexing as provided for in the Phase 1 RFEA. The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the "DC Credit Recovery Payment". 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City. The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA, and will execute any Assumption Agreement as reasonably required by the Vendor or the City. Furthermore, the. Purchaser acknowledges that the infrastructure projects to be funded pursuant to the Pickering FIA are Cost Shared Services under the Seaton CSA, and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 16.05 The Purchaser acknowledges that the Lands include Phase 1 RFEA Lands and, therefore, prior to the issuance of a building permit with respect to the development of such lands, unless otherwise provided for in a front ending agreement relating to Subsequent Phase development, the Purchaser will have to pay, in addition to any Attribution Development Charges payable with respect to the development of the Lands, the Attribution Prepayment applicable to the Property. The Phase 1 RFEA provides that Development Charge. Credits earned by virtue. of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building permits for lands that are Phase 1 RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. . 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA). Furthermore, by virtue of being a Provincial Successor the Purchaser acknowledges and- agrees that at Closing it will have to make a payment to the Seaton Trustee in an amount.to be determined by the Seaton Trustee pursuant to the terms of the Seaton CSA, which will bring the Purchaser into a position in which the Purchaser will have funded the costs of Regional. Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private Landowners within the Seaton Community, this payment to be referred to herein as the "Private Landowner Equivalency Payment". 38997-2001 2 509 9613.5 137 -20- 16.07 The Purchaser acknowledges and agrees that at Closing, it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee, unless otherwise provided for herein, whether on a Developable Area Share or Drainage Area share or otherwise as applicable (referred to herein as "Servicing Costs"). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA. The Purchaser acknowledgesand agrees that it will abide by the terns of the Seaton CSA with regard to such Community Use Lands which requires that they beconveyed to an Authority or the Seaton Trustee, and further that the Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. 16.09 The Seaton -Durham CSA provides for the recovery of certain costs of the construction of Regional Infrastructure that relate to the over -sizing of such service's for which Development Charge Credits are not available. The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor, except for the Affidavit of Residence and Value of the Consideration ("Land Transfer Tax Affidavit"), which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration' of the transfer/deed of the Property. Furthermore the Purchaser agrees that it shall pay to the Vendor on Closing, an amount equal to the amount of Land Transfer Tax, registration fees and any other taxes and fees which are not recoverable by the Vendor from the appropriate taxing authority together with all marketing costs for which the Vendor is responsible or for which the Vendor has been required to pay in order to acquire the Lands pursuant to the terms of the HMQ • Purchase Agreement (the "HMQ Acquisition Costs"). The HMQ Acquisition Costs shall be set out in the statement of Adjustments, SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors. Unless expressly set out to the contrary herein, money must be tendered in Canadian funds by electronic wire. The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned, the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all steps required by Teraview in order to complete this Transaction that can ,be performed or undertaken by the tendering party's solicitor without the cooperation or. participation 38997-2001 25099613.5 138 -21 - of the other party's. solicitor, and specifically when the tendering party's solicitor has electronically "signed" the Transfer/Deed of Land and any.other closing document, if any, to be electronically registered for completeness and granted access to the other party's solicitors to same, but without the necessity for the tendering party's solicitor actually releasing such documents to the other party's solicitor for registration. SECTION 19. ADJUSTMENTS 19.01 Adjustments betv'een the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates, utility costs, rents, legal costs, HMQ Acquisition Costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario. Such Adjustments shall be made on the basis that, except as may be otherwise expressly provided for in this Agreement: (a) the Vendor shall be responsible for all expenses and liabilities and entitled to all income from the Property up to the Closing Date; and (b) the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the CIosing Date. 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the CIosing Date as is reasonably possible. Any amounts payable by one party fo the other, as determined by the parties, acting reasonably, shall be paid within thirty (30) days of the request for such payment. On the Closing Date, the Vendor and the Purchaser shall exchange undertakings to re -adjust the foregoing items, if necessary. 19.03 A11 Adjustments to be made under Section 19.01 shall be completed on or before the date which is no later than six (6) months from the Closing Date and no re -adjustment .may be made by either party thereafter. SECTION.20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where. electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.0..1991, c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the exchange of closing funds, non- . •registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and:Purchaser wilI: (a) not occur at the sane time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction); and (b) be subject to conditions whereby the lawyer(s) receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terins of a document registration agreement between the said lawyers, the form of which is as recommended from time to. time by the Law Society of Upper Canada (the "Document Registration Agreement"). 389197-2001 25099613.5 139 - 22 _ SECTION 21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this.Agreement, the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser's solicitors on or before the Closing Date, each of the following: (a) possession of the Property in an As Is Where Is condition, subject to the Leases, and subject to the rights of others as set out in the Permitted Encumbrances; (b) an assignment of the Leases, whether complete or partial; the Development Agreements and Permitted Encumbrances, as applicable; (c) notice to the tenant(s) or licensee(s) pursuant to the Leases informing them of the sale of the Lands 'and directing them to make future rent payments to the Purchaser and notices of • termination of the Leases, if requested by the Purchaser; (d) an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax.Affidavit); (e) an undertaking to re -adjust the statement of Adjustments, if necessary, upon written demand; a direction regarding the payment of funds; statement of Adjustments; Document Registration Agreement as set out in Schedule E; the ROFR Agreement in form attached hereto as Schedule G; the Reliance Letter, if available and if requested by the Purchaser; and such other deeds, conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions ofthis Agreement, the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor's Solicitors. on or before the Closing Date: (a) confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b) a certified cheque, bank draft or confirmation of wire transfer for any Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Servicing Costs; 38997-2001 25099613.5 140 - 23 - (c) a certified cheque, bank draft or confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; (d) confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement; (e) an: undertaking to re -adjust the statement of Adjustments, if necessary, upon written. demand; (f) HST Declaration and Indemnity, as contemplated in Section 4, if applicable; (g) intentionally deleted; (11) the ROFR Agreement in form attached hereto as Schedule G; (i) Document Registration Agreement in the form attached as Schedule E; (j) • an Assumption Agreement for the Leases; (k) ' an Assumption Agreement for each of the Development Agreements; (1) an Assumption Agreement for the Permitted Encumbrances, as applicable; (in) a Purchaser's Indemnity. and Covenant Not to Sue in the form attached hereto as Schedule H; and (n) such other deeds, conveyances, resolutions and other documents as the Vendor or its solicitors may reasonably require in order to implement the intent of this Agreement. SECTION 22 NOTICE 22.01 Any notice under this Agreement is sufficiently given if delivered personally or if sent by ordinary prepaid mail or prepaid.courier or electronic facsimile machine (including e-mail) addressed to the Purchaser at: Kubota Canada Ltd. 5900 Fourteenth Ave. Markham, Ontario L3S 4K4 Attention: Costa Nicolaidis Email: cnicolaidis@kubota.ca and to the Purchaser's Solicitors at: 38997-2001 25099613.5 141 -24 - McMillan LLP 181 Bay Street Suite 4400 Toronto Ontario M5J 2T3 Attention: ,l, Scott Marlyn Telephone: (416) 945-802.2 • Email; scott.martyn McM illan,ea and to the Vendor at: • • The Corporation of the City of Pickering One The Esplanade . Pickering Ontario, LIV 61(7 . Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Telephone: (905) 420-4660 ext, 2048. Email: ph ieioniikoickering.ca And:. Torys LLP 79 Wellington Street West Suite 3000 Box 270, TD Centre Toronto Ontario, M5K !N2 Attention: Dan PPord / Andy Oibbons Telephone: (416) 865-73721 (41 6) 865-8226 or at such other addresses as the Vendor and the Purchaser may designate from time to time. Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or email, or, if mailed, three (3) Business Days after the same is mailed. Any party may, at any tltne. by notice given in writing to the other party, change the address for service of notice on it SECTION 23 CONFIDENTIALITY 13.01 The Vendor and Purchaser agree. to take all necessary precautions to maintain the confidentiality of the terms and conditions contained herein. The parties acknowledge that this Agreement and any information or documents that are provided Hereunder may be released pursuant to the applicable provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as 3k997-200 250.99p11.5 142 -25 - amended and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c, M.56, as amended and Open Data may be released pursuant to the Open Data Directive. This acknowledgment shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. 23.02 The Purchaser agrees to ensure that the Purchaser, its officers, employees, • agents and sub- contractors shall, subject to Section 23.01, maintain the confidentiality and security of all materials and information which is the property of the Vendor and in the possession or under the control of the Purchaser pursuant to this Agreement. The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub -contractors shall not directly or indirectly disclose or use, either during or following the term ofthis Agreement, except where required by law, any material or information belonging to the Vendor pursuant to this Agreement, without first obtaining the prior written consent of the Vendor for such disclosure or use and in the event of termination of this Agreement, the Purchaser will be responsible for returning all such documentation and information to the Vendor without making copies. SECTION 24 GENERAL 24.01 From and after the Execution Date, the Purchaser shall indemnify and save. hannless the Vendor Parties from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), including, but not limited to, any such costs, claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgements, awards and' liabilities that may result from a breach by the Vendor under the HMQ Purchase Agreement, that may arise as.a result of any acts or omission on the part of the Purchaser or any breach by the Purchaser of the terms of this Agreement. For greater certainty, the Purchaser acknowledges and agrees that the Vendor has agreed to enter into the HMQ Purchase Agreement, solely for the purposes of enabling the sale of the Lands to the'Purchaser as set out in this Agreement. 24.02 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or completing any matter provided for in this Agreement. may be extended or abridged by an agreement in writing, signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly.- authorized in this regard. If anything in this Agreement is to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day. 24.03 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser and their respective successors and permitted assigns. The Vendor and the Purchaser acknowledge and agree that the representations, covenants, agreements, rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction, but shall survive completion and remain in full force and effect and be binding upon the parties, save and except as may be otherwise expressly provided for in this Agreement. 38997-2001 25099613.5 143 26'- 24.04 Whenever the singular is used in this Agreement, it'shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.05 This Agreement constitutes the entire agreement between the parties and there is no representation; Wan'anty, collateral agreement or condition affecting this Agreement or the Property, except as specifieally set forth in this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. 24.06 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.07 Wherever this Agreement makes reference to a• requirement for the consent or approval of the Vendor, such consent must be prior written consent and may be arbitrarily and' unreasonably withheld in the sole and absolute discretion of the Vendor. 24.08 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.09 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance, to any extent, shall be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such provisions or part thereof to any person, party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.10 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION 25 IRREVOCABLE PERIOD .25.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor constitutes an offer under seal, which is irrevocable for thirty (30) days from the date it is submitted to the Vendor and open for acceptance by the Vendor during said thirty (3.0) day period. This offer, once accepted on the Execution Date, constitutes a binding contract of purchase and sale. This offer may be made and accepted by electronic transmission, including electronic signature provided that the original hard copy, with original signatures is received by both parties within five (5) days of the electronic acceptance. The Purchaser, in submitting this offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor. 3 899 7-2001 25099613.5 144 [no further text on this page] IN WITNESS WHEREOF the pities hereto have exec uted this Agreement as evidenced by then- properly authorized officers in that behnitos of the doy and year first above written. OFFERED1.1 BY the Purchaser this 7 "?day of /14 Oa 2018, KU BOT A. CANADA LTD. By: 4 ' Title: ,4t2 By: Nome: Title: UWe lave authority to bind the Corporation ACCEPTED BY the Vendor this lst day of June 2018. THE CORPORATION OF THE CITY OF P ICKERING By: By: 38997-2001 25099613,5 Name: Title: 1\ r • Name: Title: UWe have authority to bind the Corporation 145 SCHEDULE A-1 LEGAL DESCRIPTION OF LANDS PART OF LOTS 23 AND 24. CONCESSION 5; CITY OF PICKERING BEING PART OF PIN 26402-0077 (LT) 38997-2001 25099613.5 146 SCHEDULE A-2 LANDS 38997-2001 25099613.5 1 47 SCHEDULE B PERMITTED ENCUMBRANCES (a) General Encumbrances: (i) the Leases, if any, (for greater certainty including expired leases 'registered against title to the Lands) and any notices of such leases registered on title to the Lands, including all easements, rights of way, restrictions, restrictive covenants, servitudes and other similar rights inland contained in the Leases, which exist as of the Closing Date and any leasehold mortgages or, security interests relating to tenants or the tenants' interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii) liens for real property taxes (which tern includes charges, rates and assessments) or charges for electricity; power, gas, water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii) any easements, right's of way, restrictions, building schemes, licences, restrictive covenants and servitudes, rights of access or use, airport zoning regulations and other similar rights in land (including, without limitation, rights of way and servitudes for sewers, drains, gas and water mains, electrical power, telephone and cable conduits, poles, wires.or cables) granted to, reserved or taken by any person which do not, in the aggregate, materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease, licence, franchise, grant, agreement or permit, subdivision, development, servicing, encroachment, site plan, parking or other similar agreement with any Authority or public or private utility; (iv) title defects or irregularities which do not, in the aggregate, materially- and adversely impair the use of the Property for the purpose for which it is presently held and for the proposed redevelopment of the Property by the Purchaser; (v) any cost sharing, common use, reciprocal or other similar agreements relating to the use and/or operation of the Property and/or adjoining properties provided the same are complied with in all material respects and all security given by the parties thereto to each other to secure their respective obligations thereunder; ' • (vi) any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant of the Property from the Crown; (vii) any rights of expropriation, access or use, or any .other right conferred or reserved by or in any statute of Canada or the Province of Ontario; (viii) the provisions of all applicable laws including by-laws, regulations, ordinances, land use contracts, development agreements and similar instruments relating (without limitation) to development, use and zoning; 38997-200125099613.5 148 (ix) •encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands encroaching on the Property which do not materially and adversely affect the present use of the Property; (x) all registered and unregistered agreements, easements, rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners,.or that otherwise run With the Lands; and (xi) airy encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. .(b) Specific Encumbrances:. All instruments registered on title to the Property as of the Closing Date provided that the Vendor is not in material breach thereof and, where applicable; consent to transfer to Purchaser, if required, has been obtained, including but not limited to: 1.. Lease dated January 22, 2016 made between Her Majesty The Queen In Right Of Ontario As Represented By The Minister Of Economic Development, Employment And Infiastructure, as landlord and 1018105 Ontario Inc., as tenant; 2. Notice of the Phase 1 RFEA; • 3. Notice of the Pickering FIA; 4. Notice of the Seaton CSA; and 5. Notice of the Seaton -Durham CSA. • 38997-2001 25099613.5 - 149 SCHEDULE C PROPERTY DOCUMENTS [Note: Vendor to provide in accordance with Section 5.05.] ' 38997-2001 25099613.5 150 SCHEDULE D • INTENTIONALLY DELETED 38997-2001 25099613.5 151 BETWEEN: <> AND: SCHEDULE E DOCUMENT REGISTRATION AGREEMENT DOCUMENT REGISTRATION AGREEMENT (hereinafter referred to as the "Vendor's Solicitor") (hereinafter referred to as the "Purchaser's Solicitor") RE: The Corporation of the City of Pickering (the "Vendor") sale to <> (the "Purchaser") of the property legally described as <>, City of <>, being the whole of PIN <>(LT) (the "Property" pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, dated <> and accepted <> (the "Purchase Agreement"), Scheduled to be completed on <> (the "Closing Date") FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged), the parties hereto hereby undertake and agree as follows: . Holding 1. The Vendor's Solicitor and the Purchaser's Solicitor shall hold all funds, Deliveries keys and closing documentation exchanged between them (the "Requisite In Escrow Deliveries") in escrow, and shall not release or otherwise deal with same except in accordance with the terms of this Agreement. Both the Vendor's Solicitor and the Purchaser's Solicitorlhave been authorized by their respective clients to enter into this Agreement. Once the Requisite Deliveries can be released in accordance with the terms of this Agreement, any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lender.' Advising of Concerns with Deliveries 2. Each of the parties hereto shall notify the other as soon as reasonably . possible following their respective receipt of the Requisite Deliveries (as appl icable) • of any defect(s) with respect to same. 'Solicitors should continue to refer to the Law Society of Upper Canada practice guidelines relating to recommended procedures to follow for the discharge of mortgages. 38997-2001 25099613.5 152 Selecting Solicitor Responsible for Registration Responsibility of Non -Registering Solicitor Responsibility of Registering Solicitor Release of Requisite Deliveries by -Non-Registering Solicitor 38997-2001 25099613.5 3. The Purchaser's Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined) unless the box set out below indicating that the Vendor's Solicitor will be responsible for such registration has been checked. For the purposes of this Agreement,. the solicitor responsible for such registration shall be referred to as the."Registering Solicitor" and the other solicitor shall be referred to as the "Non -Registering Solicitor": Vendor's Solicitor Will be registering the Electronic Documents 4. The Non -Registering Solicitor shall, upon his/her receipt and approval of the Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of: a) the registration of the Electronic Documents; b) the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows[ a.m./p.m. on the Closing Date] (the "Release Deadline"), and provided that notice under paragraph 7 below has not been received; or c) receipt of notification from the Registering Solicitor of the registration of the Electronic Documents.. If the Purchase Agreement does not specify a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m. on the Closing Date. 5. The Registering Solicitor shall, subject .to paragraph 7 below, on the - Closing Date, following his/her.receipt and approval of the.Requisite Deliveries (as applicable), register the documents listed in Schedule A annexed hereto (referred to in this agreement as the "Electronic Documents") in the stated order of priority therein set out, as soon as reasonably possible once same have been released for registration by the Non- Registering Solicitor, and immediately thereafter notify the Non -Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). 6 Upon registration of the Electronic Documents and notification of the Non -Registering solicitor in accordance with paragraph 5 above, the Non - Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. • 153 Returning 7. Any of the parties hereto may notify the other party that he/she does not Deliveries where wish to proceed with the registration'- of the Electronic Documents, and provided Non -registration that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents, then each of the parties hereto shall forthwith return to the other patty their respective Requisite Deliveries. Counterparts 8. . This agreement may be signed in counterparts, and shall be read with all & Gender changes of gender and/or number as may be required by the context. • Purchase 9. Nothing contained, in this agreement shall be read or construed as altering Agreement the respective rights and obligations of the Purchaser and the Vendor as more Prevails if particularly set out in the Purchase Agreement, and in the event of any conflict or Conflict or inconsistency between the provisions of this agreement and the Purchase Inconsistency Agreement, then the latter shall prevail. Telefaxing 10. . This agreement (or any counterpart hereof), and any of the closing Deliveries documents hereinbefore contemplated, may be exchanged by telefax or similar &Providing system reproducing the original, provided that all such documents have been Originals if properly executed by the appropriate parties. The party transmitting any such Requested document(s) shall also provide the original executed version(s) of same to the recipient within 2 business days after the.Closing Date, unless the recipient has indicated that he/she does not require such original copies. Dated this • day of O, 201. Dated this day of O, 201 Name/Finn Name of Vendor's Solicitor Name/Finn Name of Purchaser's Solicitor • (Signature) (Signature) ' For the purpose of this Agreement, the term "registration" shall mean the issuance of registration number(s) in respect of the Electronic Documents by the appropriate Land Registry Office. 38997-2001 25099613.5 154 Note: This version of the Document Registration Agreement was adopted by the Joint LSUGCBAO Committee on Electronic Registration of Title Documents on March 29, 2004 and posted to the web site on April 8, 2004. Schedule "A" 1. Transfer from o to Q. 38997-2001 25099613. 155 SCHEDULE F ACKNOWLEDGEMENT AND INDEMNITY The Purchaser hereby acknowledges that all representations, warranties and covenants provided for in Section 11 of the Agreement of Purchase and Sale executed on the of 20 , shall survive closing for a period of two (2) years and further agrees to indemnify. the Vendor and its successors, administrators, permitted assigns, directors, officers, employees, agents, servants, representatives, appointees and all others for whom the Vendor is responsible in law, from and against all such loss, damage, or injury and all actions, suits, proceedings, costs, charges, damages, expenses, claims, or demands arising therefrom or connected therewith. Date: Witness: Name: 38997-2001 25099613,5 156. Name: Position: Title: BETWEEN: SCHEDULE G ROFR AGREEMENT XXXX (the "Grantor") -and- THE CORPORATION OF THE CITY OF PICKERING (the "Grantee") WHEREAS the Grantor is the registered owner of the lands and premises described in Schedule "A" hereto (the "Property"); AND WHEREAS the Grantor has agreed to grant to the Grantee certain rights with respect to the Property on the terms and subject to the conditions of this Agreement; NOW THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions In this -Agreement, all capitalized terms shall have the respective meanings assigned thereto below: "Acceptance Notice" has the meaning ascribed thereto in Section 2.1(b)(i). "Affiliate" has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. "Agreement" means this agreement, as further amended from time to time, and "Article",. "Section", "Sub -Section" and "Schedule" mean the specified article, section or schedule, as the case may be, of this Agreement. "Business Day" means any day other than a Saturday, Sunday or statutory or civic holiday in the Province of Ontario. "Closing" has the meaning ascribed thereto in Section 2.1(c). 38997-2001 25099613.5 157 ' 2 "Closing Date" has the meaning ascribed thereto in Section 2.1(c). "Development Agreements" has the meaning ascribed to such term in the Original Purchase Agreement. "HST" means the goods and services tax or harmonized sales tax payable pursuant to Part IX of the Excise Tax Act (Canada), as such statute may be amended, modified or replaced from time to time, including any successor statute. "Offer Period" has the meaning ascribed thereto in Section 2.1(b). "Offeror" has the meaning ascribed thereto in Section 2.1(a). "OREA" means the Ontario Real Estate Association, together with its successors and assigns. "Original Purchase Agreement" means the agreement of purchase and sale with respect to the Property dated • made between the Grantee, as vendor and the Grantor; as purchaser. "Original Purchase Price" means the purchase price for the Property paid by the Grantor to the Grantee pursuant to the terms of the Original Purchase Agreement. "Property" has the meaning ascribed thereto in the recitals, and including all buildings, structures, improvements located thereon and appurtenances thereto; "Rejection Notice" has the meaning ascribed thereto in Section 2.1(b)(ii). "ROFR Notice" has the meaning ascribed thereto in Section 2.1(a). "Sale Interest" has the meaning ascribed thereto in Section 2.1(a). "Sale Price" has the meaning ascribed thereto in Section 2.1(a)(ii). "Third Party Offer" has the meaning ascribed thereto in Section 2.1(a). 1.2 Schedule The following Schedule is attached to and forms part of this Agreement: Schedule.A - Legal Description of the Property 1.3 Interpretation (a) Headings and Table of Contents. The division of this Agreement into Articles, Sections and Sub -Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. (b) Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders. 38997-2001 25099613.5 158 -3- (c) Severability. If any provision contained in this Agreement or its application to any party or circumstance will, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such provision to parties or circumstances other than those to which it is held invalid or unenforceable, will not be affected, and each provision of this Agreement will be separately valid and enforceable to the fullest extent permitted by law. (d) Time. Time will be of the essence of this Agreement. Except as expressly set out in this Agreement, the computation of any period of time referred to in this Agreement will exclude the first_ day and include the Last day of such period. The time limited for performing or completing any matter under this Agreeinent may be extended or abridged by an agreement in writing by the parties hereto. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action will be made or taken on the next Business Day. (e) Governing Law. This Agreement will be governed by and. construed in accordance with the slaws of the Province of Ontario and the federal laws of Canada applicable therein. ARTICLE 2 RIGHT OF FIRST REFUSAL AND BUY BACK 2.1 Right of First Refusal (a) If at any time, and from tune to time, ori or prior to the fifth (5'h) anniversary of the date of this Agreement, the Grantor receives a bona fide written offer (a "Third Party Offer") from any third party (the "Offeror") to purchase all or part of the Property (the "Sale Interest"), which the Grantor is willing to accept, the Grantor shall, before accepting such .Third Party Offer, deliver written notice thereof to the Grantee (the "ROFR Notice") within three (3) Business Days following the date on which the Third Party Offer was received by the Grantor, which notice shall: (i) confirm that the Grantor has received a Third Party Offer which the Grantor is willing to accept; (ii) contain an offer to. sell the Sale Interest to the Grantee on the same teens and conditions as those contained in the Third Party Offer save and except that the purchase price payable by the Grantee for the Sale Interest shall be: (A) the Original Purchase Price; plus • (B) any amounts paid by the Grantor pursuant to the terms of the Development Agreements, less any amounts which the Grantor may have received by way of development credits or otherwise, during the period of the Grantor's ownership of the Property. The purchase price at which the Sale Interest is offered for sale to the Grantee as determined in accordance with this Section is referred to as the "Sale Price"; 38997-2001 25099613.5 159 4 - (iii) contain a true and complete copy of the Third Party Offer signed by the Offeror; and (iv) be accompanied by a certificate of the Grantor stating that: (A) the copies of the Third Party Offer contained in such, notice are true and complete copies thereof; (B) such Third Party Offer has not been amended, restated and/or supplemented; and (C) such offer constitutes a Third Party Offer in accordance with the terms hereof. . (b) The Grantee shall have .the right, exercisable by notice in writing given to the Grantor within fifteen (15) Business Days following receipt of a ROFR Notice (the "Offer Period") .to elect to: (c) (i) purchase the Sale Interest (the "Acceptance Notice") at the Sale Price and on the same terms and conditions contained in the Third Party .Offer (except as set forth in Section 2.1(c)); or (ii) not to purchase the Sale Interest and to consent to the sale of the Sale Interest by the Grantor to the Offeror at the purchase price and on the same terms and conditions contained in the Third Party Offer (the "Rejection Notice"). If within the Offer Period, the Grantee delivers an Acceptance Notice to the Grantor, there shall be created at such time, automatically and without any further action or documentation, a binding agreement of purchase and sale between the Grantor and the Grantee pursuant to. which the Grantor agrees to sell to the Grantee, and the Grantee agrees to purchase from the Grantor, the Sale Interest at the Sale Price and on the same terms and conditions as those contained in the Third Party Offer, provided that, subject to the satisfaction of the conditions contained in the Third Party Offer, closing of the transaction of purchase and sale (the "Closing") will occur on the date which is sixty (60) days after the Grantee delivers the Acceptance Notice (the "CIosing Date"). (d) If no notice is delivered by the Grantee pursuant to Section 2.1(b), the Grantee shall be deemed to have delivered the Rejection Notice. (e) If the Grantee has delivered, or has been deemed to deliver, the Rejection Notice, the Grantor may sell the Sale Interest to the Offeror, at the purchase price and on the terms and conditions contained in the Third Party Offer; provided that if such sale of the Sale Interest to the Offeror does not occur on such terms within one hundred and twenty (120) days following the expiry of the Offer Period, the Grantor must again comply with this Section 2.1 in respect of any future proposed sale of all or part of the Property. (f) If a sale of part of the Property only is completed by the Grantor pursuant to this Section 2.1, the Grantee's right of first refusal shall continue in full force and effect with respect to the remainder of the Property. (g) The Grantor and the Grantee agree and acknowledge that the Grantor shall be entitled to transfer the Property to an Affiliate without triggering this right of first offer and without consent of the Grantee, provided the Grantor provides the Grantee with fifteen (15) days prior written notice of such transfer. 3 8997 -2 001 25099613.5 160 2.2 Right to Buy Back (a) If the Grantor has failed to: (i) 5 obtain and deliver copies to the. Grantee, of all development approvals, building. permits and other third permits or consents required to construct on the Property a building of not less than 350,000 square feet (the "New Building"); and (ii) commence construction of the New Building, provided that any such delays are not as a result of the City of Pickering or other appropriate Authority refusing to issue the necessary permits and approvals or taking unreasonable delays in issuing such permits and approvals, following receipt of a complete application by the Grantor for the same, on or before the fifth (5th) anniversary ofthe date of this Agreement, then at any time, and from time to time, on or after the fifth (5th) anniversary of the date of this Agreement,. the Grantee shall have the right, but not the obligation, upon written notice to the Grantor, to repurchase the Property, for a purchase price equal to: (A) the Original Purchase Price; plus (B) any amounts paid by the Grantor pursuant to the terms of the Development Agreements, less any amounts which the Grantor may have received by way of development credits or otherwise, during the period of the Grantor's ownership of the Property. (b) If the Grantee delivers written notice of. its intention to repurchase the Property in accordance with Section 2.2(a), there shall be created at such time, automatically and without any further action or documentation, a binding agreement of purchase and sale between the Grantor and the Grantee pursuant to which the Grantor agrees to sell to the Grantee, and the Grantee agrees to purchase from the Grantor, the Property at the price calculated in accordance with Section 2.2(a) and on the terms and conditions set out in the OREA form of agreement of purchase and sale (commercial) current (as at the date of execution of this Agreement), provided that, Closing will occur on the date which is sixty (60) days after the Grantee delivers the written notice in accordance with Section 2.2(a). 2.3- CIosin The following provisions shall pertain to the Closing pursuant to Section 2.1 or 2.2 hereof, as applicable: (a) Closing shall occur at 12:00 p.m. on the Closing Date, or such earlier or later date as may be mutually agreed upon, in writing, by the parties to the transaction; and . (b) on or before Closing: (i) 38997-2001 25099613.5 the Grantor shall cause to be executed and delivered to the Grantee an electronic transfer(s)/deed(s) of land/registerable deeds of sale/transfers of land transferring 161 -6- the Sale Interest to the, Grantee or as it may direct, and containing the statements of the Grantor and its solicitors pursuant to Section 50(22) of the Planning Act (Ontario); (ii) the Grantor shall certify that it is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada); and (iii) the Grantor shall execute and deliver or cause to be executed and delivered such other closing documents which are required to effectively transfer and convey the Sale Interest or the Property, as applicable, to the Grantee and which the Grantee or its solicitors have reasonably requested on or before the Closing Date, ARTICLE 3 GENERAL 3.1 Registration The Grantee may prepare and register on title to the Property, at the Grantee's cost, a notice in respect of this Agreement (the "Notice"), Upon expiry of this Agreement, the Grantee shall arrange for the discharge from title to the Property of such Notice at the Grantee's cost. 3.2 Planning Act This Agreement and the completion of any transaction of purchase and sale contemplated by this Agreement are subject to compliance with Section 50 of the Planning Act (Ontario). 3.3 Further Assurances Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other parties to this Agreement may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within their power to implement to their full extent the provisions of this Agreement. 3.4 - Waiver, Amendment Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound, by it. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided, 3.5 Successors and Assigns All of the covenants and agreements contained in this Agreement will be binding upon and will enure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. This Agreement is intended to run with title to the Property and will be binding on the Grantor's successors in interest as owner of the Property or any part thereof or interest therein. 38997-2001 25099613.5 162 -7- 3.6 Agreement Runs with Land The Grantor acknowledges tliat the provisions of this Agreement run with title to the Property, and the Grantor covenants not to sell, transfer or otherwise alienate the Property or any- part thereof unless such transferee agrees to be bound by the terms of this Agreement. 3.7 Notices (a) Addresses for Notice. Any notice, demand, statement, request or other communication (in this Agreement referred to as "notice") required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently and effectually given if signed by or on behalf of the party giving the notice and personally delivered, sent by facsimile or email or (nailed by registered prepaid post to the intended recipient addressed as follows: (A) in the case of the Grantor, addressed to it at: ■ Attention: ■ Facsimile No.: (1) ■ Email: ■ (B) and in the case of the Grantee addressed to it at: The Corporation of the City of Pickering One The Esplanade Pickering Ontario, L1V 6K7 Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Telephone: (905) 420-4660 ext. 2048 Email: pbigioni@pickering.ca (b) Receipt of Notice. Any notice given as aforesaid shall be conclusively deemed to have been received on the date of such personal delivery or if sent by facsimile or email transmission before 5:00 p.m. (local time of the recipient) on a Business Day on the date of such transmission (and if not then on the next Business Day) or if sent by registered mail on the third (3rd) Business Day following the mailing thereof, as the case may be. If a notice is sent by facsimile or email, a copy thereof shall be sent on the same day by ordinary mail, postage prepaid or. personal delivery. In the event of a labour dispute, postal interruption or a reasonable anticipation thereof, all notices required to be given under this Agreement shall be sent by facsimile or email transmission or personally delivered. (c) Change of Address. Any party may from time to time change its address under this Section by notice to the other party given in the manner provided by this Section. 38997-2001 25 099613.5 163 -8- 3.8 Counterparts This Agreement may be executed in counterparts, each of which shall be an original and all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission or by electronic delivery in portable document format (".pdf') shall be equally effective as delivery of a manually executed counterpart thereof. 38997-2001 25099613,5 164 - 9 - IN WITNESS WHEREOF the partieshave executed this Agreement affectivea of the date first written above. KUBOTA CAL ADA LT Per: "Ay go Name: Title: Per: r Name: 1/We have the authority to bind the Corporation THE CORPORATI F Til Per: Name: T Title: Per: Y OF PICKERING v -Ji (RV - Name: I/ We have the authority to bind the Corporation 38997-2001 25099613,5 165 -.10 - SCHEDULE II PURCHASER'S ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO SUE TO: The Corporation of the City of Pickering (the "Vendor") AND TO: «Purchaser's Solicitor Name and/or Law Finn Name», its solicitors RE: «Purchaser(s) Name» (the "Purchaser") purchase from the Vendor of the property legally described as «Legal Description», being «the whole OR part>> of PIN «Enter PIN» (LT) (the "Property") pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, accepted «Date Offer Accepted», as may be amended from time to time (the "Purchase Agreement") In consideration the closing of the Transaction and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged: 1. The Purchaser agrees to accept, assume and take title the Property and any improvement thereon in an "As Is Where Is" condition in accordance with Section 5 of the Purchase Agreement. . 2. The Purchaser acknowledges and hereby agrees to indemnify and save harmless the Vendor and its employees, directors, officers, appointees and agents from, any and all costs (including legal; consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses,•damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically. cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local govermnent agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 38997-2001 25099613.5" 166 -11- 3. The Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser forever releases and covenants not to sue the Vendor and its employees, directors, officers, appointees and agents with respect to anything arising out of the environmental or any other condition of the Property or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser's Reports or any other report, document or information discovered during the course of the Purchaser's due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law 01' in equity, including, but not limited to, claims or causes of action for personal injuly'or death, property damage, statutory claims under Environmental Laws and claims for contribution. 4. This Indemnity shall not merge but shall survive the Date of Closing and shall be continuing obligation of the Purchaser. 5. Unless otherwise defined herein, all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 6. The provisions of this Purchaser's Environmental Indemnity and Covenant Not to Sue shall enure to the benefit of the Vendor and its successors and assigns and shall be binding upon the Purchaser and its successors and permitted assigns. DATED as of the day .of «Month», «Year». «PURCIIASER(S) NAME». Per: Per: Name: «Individual Signing Documents for Corporation» Title: «Title» Name: «Individual Signing Documents for Corporation, if there is a second person» Title: «Title» I/We have the authority to bind the Corporation. 38997-2001 25099613.5 .167 , AMENDMENT TO AGREEMENT OF PURCHASE AND. SALE THIS AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amending Agreement") made as of the 17th day of April, 2018. BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (the "Vendor") - and KUBOTA CANADA LTD. (the "Purchaser") OF THE FIRST PART OF THE SECOND PART WHEREAS the Purchaser has delivered to the Vendor an executed agreement of purchase and sale dated March 19, 2018 (the "Purchase Agreement"), pursuant to which the Purchaser has offered to purchase the Property on the terms and conditions set out therein. AND WHEREAS in this Amending Agreement all capitalized terms which have been defined in the Purchase Agreement and are not otherwise defined in .this Amending Agreement shall have the meanings given to them in the Purchase Agreement. AND WHEREAS the Vendor and the Purchaser have mutually agreed to amend certain terms in the Purchase Agreement, as set out herein. NOW THEREFORE in. consideration of the mutual covenants and agreements set forth in this Amending Agreement and the sum of Ten Dollars ($10.00) of lawful money of Canada now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby covenant and agree as follows: 16 8 38997-200125376259.1 2 1 Interpretation All references to Sections and Schedules, unless otherwise provided herein, are references to Sections and Schedules bf the Purchase Agreement. In the event of any conflict or inconsistency between the Purchase Agreement and this Amending Agreement, the provisions of this Amending Agreement shall prevail. It is agreed that, as of the date hereof, the Purchase Agreement is amended by the provisions of this Amending Agreement. After giving effect to. this Amending Agreement, all references to the "Agreement" in the Purchase Agreement and all other relevant documents shall refer to the Purchase Agreement, as amended by this Amending Agreement. 2. Amendment (a) Section 25.01 of the Purchase Agreement shall be deleted in its 'entirety and replaced with: "25.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor constitutes an offer under seal, which is irrevocable for a period expiring on June 18, 2018 and open for acceptance by the Vendor at any time on or before -11:59 p.m. on June 18, 2018. This offer, once accepted on the Execution Date, constitutes a binding contract of purchase and sale. This offer may be made and accepted by electronic transmission, including electronic signature. The Purchaser, in submitting this offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor." 3. Confirmation of Purchase Agreement The Purchase Agreement, as amended by this Amending Agreement, is hereby confirmed in all respects, including, without limitation, that time shall continue to be of the essence. 4. Counterparts This Amending Agreement may be executed by the parties in separate counterparts and delivered by facsimile or electronic. transmission each of which when so executed and delivered shall be an original, but all such counterparts and facsimiles or electronic transmissions shall together constitute one and the same instrument. 5. Governing Law This Amending Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in. all respects as an Ontario contract. 38997-2001 25376259.1 169 3 6. Successors and Assigns This Amending Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns subject to and in accordance with the teiins and conditions of the Purchase Agreement. [Signature page to follow] 170 38997-200125376259.1 IN WITNESS WHEREOF the parties.have executed this Amending Agreement as of the date first above written THE CORPORATION OF THE CITY OF PICKERING By: / Name C`, y P/`e Wed / By: Title 1 i„; ?• 69b -a--1 Name Title I/We have authority to bind the Corporation KUBOTA CANADA INC. By: Name Title By: 38997-2001 25376259.1 Name Title I/We have authority to bind the Corporation 171 SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amending Agreement") made as of the 7th day of May,. 2018. BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (the "Vendor") -and- KUBOTA CANADA LTD. (the "Purchaser") OF THE FIRST PART OF THE SECOND PART • WHEREAS the Purchaser has delivered to the Vendor an executed agreement of purchase and sale dated March 19, 2018, as amended by amendment to agreement of purchase and sale dated April 17, 2018 (collectively 'and as may be further amended from time to time, the "Purchase Agreement"), pursuant to which the Purchaser has offered to purchase the Property on the terms and conditions set out therein. AND WHEREAS in this Amending Agreement all capitalized teims which have been defined in the Purchase Agreement and are not otherwise defined in this Amending Agreement shall have the meanings given to them in the Purchase Agreement. AND WHEREAS the Vendor and the Purchaser have mutually agreed to amend certain terms in the Purchase Agreement, as set out herein. NOW THEREFORE in consideration of the mutual covenants and agreements set forth in this Amending Agreement and the sum of Ten Dollars ($10.00) of lawful money of Canada now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby covenant and agree as follows: 17 2 38997-2001 25536934.1 1. Interpretation All references to Sections and Schedules, unless otherwise provided herein, are references to Sections and Schedules of the Purchase Agreement. In the event of any conflict or inconsistency between the Purchase Agreement and this Amending Agreement, the provisions of this Amending Agreement shall prevail. It is agreed that, as of the date hereof, the Purchase Agreement is amended by the provisions of this Amending Agreement. After giving effect to this Amending Agreement, all references to the "Agreement" in the Purchase Agreement and all other relevant documents shall refer to the Purchase Agreement, as amended by this Amending Agreement. f 2. Amendment (a) Section 2.02 of the Purchase Agreement shall be deleted in its entirety and replaced with: "2.02 (a) The Purchase Price shall be calculated by multiplying the total area of the Lands in acres by a per acre price of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) per acre, subject to the SWM Price Reduction. It is estimated that the area of the Lands is 50.0 acres more or less, which would result in a Purchase Price of FIVE MILLION DOLLARS ($5,000,000.00) subject to the SWM Price Reduction. Prior to Closing the area of the Ancillary Parcel shall be conclusively determined by a reference plan to be delivered by the Vendor, in consultation with the Purchaser, not less than five (5) days prior to the Closing Date. (b) The parties acknowledge that the Ancillary Parcel includes lands that show on Seaton Neighbourhood Plan 21 — Phase 1 to be required for a storm water management facility with an area of 2.94 acres (the "SWM Facility"). The Purchaser and the Vendor agree to reduce the Purchase Price of the Property by an amount equal to the area of the SWM Facility multiplied by $50,000/acre for a product of $147, 000 (the "SWM Price Reduction"). " (b) The final paragraph of Section 5.02 of the Purchase Agreement shall be deleted in its entirety and replaced with: "The Vendor shall have thirteen (13) Business Days from receipt of the Environmental Objection to make its election under (a), (b), (c) or (d) above by notice in writing to the Purchaserand in the event the Vendor fails to make an election within said thirteen (13) Business Day period, the Vendor will be deemed to have elected option (d) above. The Purchaser shall have seven (7) days from the date of the Vendor's election or deemed election under (d) above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph (d) above and in the event the Purchaser fails to make an election within said seven (7) day period 38997-200125536934.1 173 3 the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price." 3. Confirmation of Purchase Agreement The Purchase Agreement, as amended by this Amending Agreement, is hereby confirmed in all respects, including, without limitation, that time shall continue to be of the essence. 4. Counterparts This Amending Agreement may be executed by the parties in separate counterparts and delivered by facsimile or electronic transmission each of which when so executed and delivered shall be an original, but all such counterparts and facsimiles or electronic transmissions shall together constitute one and the same instrument. 5. Governing Law This Amending Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. 6. Successors and Assigns This Amending Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns subject to and in accordance with the terms and conditions of the Purchase Agreement. [Signature page to follow] 17 4 38997-200125536934.1 -'4 IN WITNESS WHEREOF the 'parties have executed this Amending Agreement as of the date first above written THE CORPORATION OF THE CITY OF PICKERING By: By: Name Tony Prevedel Title Chief Administrative Officer Name Title I/We have authority to bind the Corporation KUBOTA CANADA INC. By: Name Title By: 38997-2001 2553 6934.1 Name Title I/We have authority to bind the Corporation 175 THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND. SALE THIS THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amending Agreement") made as of the 27th day of August, 2018. BETWEEN: THE. CORPORATION OF THE CITY OF PICKERING (the "Vendor") and = KUBOTA CANADA LTD. (the "Purchaser") OF THE FIRST PART OF THE SECOND PART' WHEREAS the Purchaser has delivered to the Vendor an executed agreement of purchase and sale dated March 19, 2018, as amended by amendments to agreement of purchase and sale dated April 17, 2018 and May 7, 2018 (collectively and as may be further amended from time to time, the "Purchase Agreement"), pursuant to which the Purchaser has offered to purchase the Property on the terms and conditions set out therein. AND WHEREAS in this Amending Agreement all capitalized terms which have been defined in the Purchase Agreement and are not otherwise defined in this Amending Agreement shall have the meanings given to them in the Purchase Agreement. AND WHEREAS the Vendor and the Purchaser have mutually agreed to amend certain terms in the Purchase Agreement, as set out herein. NOW THEREFORE in consideration of the mutual covenants and agreements set forth in this Amending Agreement and the sum of Ten Dollars ($10.00) of lawful money of Canada now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby covenant and agree as follows: 38997-2001 26109574.1 176 -2= 1. Interpretation All references to Sections and Schedules, unless otherwise provided herein, are references to Sections and Schedules of the Purchase Agreement. In the event of any conflict or inconsistency between the Purchase Agreement and this Amending Agreement, the provisions of this Amending Agreement shall prevail. It is agreed that, as of the date hereof, the Purchase Agreement is amended by the provisions of this Amending Agreement. After giving effect to this Amending Agreement, all references to the "Agreement" in the Purchase Agreement and all other relevant documents shall refer to the Purchase Agreement, as amended by this Amending Agreement. 2. Amendment (a) Section l .01(nn) of the Purchase Agreement shall be deleted in its entirety and replaced with: " "Inspection Period" means that period of time beginning on the Execution Date and expiring at 5:00 p.m. (Toronto time) on August 31, 2018." 3. Confirmation of PurchaseAgreement The Purchase Agreement, as amended by this Amending Agreement, is hereby confirmed in all respects, including, without limitation, that time shall continue to be of the essence. 4. Counterparts This Amending Agreement may be executed by the parties in separate counterparts and delivered by facsimile or electronic transmission each of which when so executed and delivered shall be an original, but all such counterparts and facsimiles or electronic transmissions shall together constitute one and the same instrument. 5. Governing Law This Amending Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract, 6. Successors and Assigns This Amending Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns subject to and in accordance with the terms and conditions of the Purchase Agreement. [Signature page to follow} 3 8997-2 001 26109574.1 177 IN WITNESS WHEREOF the parties have executed this Amending Agreement as of the date first above written 38997-2001 26109574.1 178 THE CORPORATION OF THE CITY OF PICKERING By: Name Title By: Name Title I/We have authority to bind the Corporation LT.) KUBOTA CANADA I•Nei By:. By: Name keberj Title Pres; dewt Name Title I/We have authority to bind the Corporation IN WITNESS WHEREOF the parties have executed this Amending Agreement as of the date first above written THE CORPORATION OF THE CITY OF PICKERING By: Name tiPr-.e4r el "C-4 Title . e . ' A c{wz.:\.-6 Sl-vc.r%i By: Name Title I/We have authority to bind the Corporation KUBOTA CANADA INC. By: Name Title By: Name Title IfWe have authority to bind the Corporation 38997-2001 26109574.1 179 FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE THIS FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amending Agreement") made as of the 31St day of August, 2018. BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (the "Vendor") - and - KUBOTA CANADA LTD. (the "Purchaser") OF THE FIRST PART OF THE SECOND PART WHEREAS the Purchaser has delivered to the Vendor an executed agreement of purchase and sale dated March 19, 2018, as amended by amendfnents to agreement of purchase and sale dated April 17, 2018, . May 7, 2018 and August 27, 2018 (collectively and as may be further amended from time to time, the "Purchase Agreement"), pursuant to which the Purchaser has offered to purchase the Property on the terms and conditions set out therein. AND WHEREAS in this Amending Agreement all capitalized terms which have been defined in the Purchase Agreement and are not otherwise ,defined in this Amending Agreement shall have the meanings given to them in the Purchase Agreement. AND WHEREAS the Vendor and the Purchaser have mutually agreed to amend certain terms in the Purchase Agreement, as set out herein. NOW THEREFORE in consideration of the mutual covenants and agreements set forth in this Amending Agreement and the sum of Ten Dollars ($10.00) of lawful, money of Canada now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby covenant and agree as follows: 1 8 0 38779-200126128553.1 2 1. Interpretation All references to Sections and Schedules, unless otherwise provided herein, are references to Sections and Schedules of the Purchase Agreement. In the event of any conflict or inconsistency between the Purchase.Agreement and this Amending Agreement, the provisions of this Amending Agreement shall prevail. It is agreed that, as of the date hereof, the Purchase Agreement is amended by the provisions of this Amending Agreement. After giving effect to this Amending Agreement, all references to the "Agreement" in the Purchase Agreement and all other relevant documents shall refer to the Purchase Agreement, as amended by this Amending Agreement. 2. Amendment (a) Section 1.01(nn) of the Purchase Agreement shall be deleted in its entirety and replaced with: " "Inspection Period" means that period of time beginning on the Execution Date and expiring at 5:00 p.m. (Toronto time) on September 28, 2018. " 3. Confirmation of Purchase Agreement The Purchase Agreement, as amended by this Amending Agreement, is hereby confiuiled in all respects, including, without limitation, that time shall continue to be of the essence: 4. Counterparts This Amending Agreement may be executed by the parties in separate counterparts and delivered by facsimile or electronic transmission each of which when so executed and delivered shall be an original, but all such counterparts and facsimiles or electronic transmissions shall together constitute one and the same instrument. 5. Governing Law This Amending Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. 6. Successors and Assigns This Amending Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns subject to and in accordance with the terms and conditions of the Purchase Agreement. [Signature page to. follow] 38779-2001 26128553.1 181 3 • IN WITNESS WHEREOF the parties have executed this Amending Agreement as of the date first above written THE CORPORATION OF THE CITY OF PICKERING By: By: Name (-14 Title cG (A `S Name Title Me have authority to bind the Corporation KUBOTA CANADA INC. By: By: 18 2 38779-200126128553,1 Name Title Name Title I/We have authority to bind the Corporation SECOND AMENDMENT TO AGREEMENT OF PURCHASE.AND SALE THIS SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amending Agreement") made as of the 7th day of May,. 2018. BETWEEN: THE CORPORATION OF THF, CITY OF PICKERING (the "Vendor") -and- KUBOTA CANADA LTD. (the "Purchaser") OF THE FIRST PART OF THE SECOND PART WHEREAS the Purchaser has delivered to the Vendor an executed agreement of. purchase and sale dated March 19, 2018, as amended by amendment to agreement of purchase and sale dated April 17, 2018 (collectively *and as may be further amended from time to time, the "Purchase Agreement"), pursuant to which the Purchaser has offered to purchase the Property on the terms and conditions set out therein. AND WHEREAS in this Amending Agreement allcapitalized terms which have been defined in the Purchase Agreement and are not otherwise defined in this Amending Agreement shall have the meanings given to them in the Purchase Agreement. AND WHEREAS the Vendor and the Purchaser have mutually agreed to amend certain terms in the Purchase Agreement, as set out herein. NOW THEREFORE in consideration of the mutual covenants and agreements set forth in this Amending Agreement and the sum of Ten Dollars ($10.00) of lawful money of Canada now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby covenant and agree as follows: 38997-2001 25536934.1 183 -2 1. Interpretation All references to Sections and Schedules, unless otherwise provided herein, are references to Sections and Schedules of the Purchase Agreement. In the event of any conflict or inconsistency between the Purchase Agreement and this Amending Agreement, the provisions of this Amending Agreement shall prevail. It is agreed that, as of the date hereof, the Purchase Agreement is amended by the provisions of this Amending Agreement. After giving effect to this Amending Agreement, all references to the "Agreement" in the Purchase Agreement and all other relevant documents shall refer to the Purchase Agreement, as amended by this Amending Agreement. f �' 2. Amendment (a) Section 2.02 of the Purchase Agreement shall be deleted in its entirety and replaced with: "2.02 (a) The Purchase Price shall be calculated by multiplying the total area of the Lands in acres by a per acre price of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) per acre, subject to the SWM Price Reduction. It is estimated that the area of the Lands is 50.0 acres more or less, which would result in a Purchase Price of FIVE MILLION DOLLARS ($5,000,000.00) subject to the SWM Price Reduction. Prior to Closing the area of the Ancillary Parcel shall be conclusively determined by a reference plan to be delivered by the Vendor, in consultation with the Purchaser, not less than five (5) days prior to the Closing Date. (b) The parties acknowledge that the Ancillary Parcel includes lands that show on Seaton Neighbourhood Plan 21 — Phase 1 to be required for a storm water management facility with an area of 2.94 acres (the "SWM Facility "). The Purchaser and the Vendor agree to reduce the Purchase Price of the Property by an amount equal to the area of the SWM Facility multiplied by $50, 000/acre for a product of $147,000 (the "SWM Price Reduction'). " - (b) The final paragraph of Section 5.02 of the Purchase Agreement shall be deleted in its entirety and replaced with: "The Vendor shall have thirteen (13) Business Days from receipt of the Environmental Objection to make its election under (a), (b), (c) or (d) above by notice in writing to the Purchaserand in the event the Vendor fails to make an election within said thirteen (13) Business Day period, the Vendor will be deemed to have elected option (d) above. The Purchaser shall have seven (7) days from the date of the Vendor's election or deemed election under (d) above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph (d) above and in the event the Purchaser fails to make an election within said seven (7) day period 1 8 4 38997-2001 25536934.1 3 the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price." 3. Confirmation of Purchase Agreement The Purchase Agreement, as amended by this Amending Agreement, is hereby confirmed in all respects, including, without limitation, that time shall continue to be of the essence. 4. Counterparts This Amending Agreement may be executed by the parties in separate counterparts and delivered by facsimile or electronic transmission each of which when so executed and delivered shall be an original, but all such counterparts and facsimiles or electronic transmissions shall together constitute one and the same instrument. 5. Governing Law This Amending Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. 6. Successors and Assigns This Amending Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns subject to and in accordance with the terms and conditions of the Purchase Agreement. [Signature page to follow] 3899772001 25 53 6934.1 185 -'4 IN WITNESS WHEREOF the 'parties have executed this Amending Agreement as of the date first above written THE CORPORATION OF THE CITY OF PICKERING By: By: Name Tony Prevedel Title Chief Administrative Officer Name Title UWe have authority to bind the Corporation KUBOTA CANADA INC. By: Name Title By: 1 8 6 38997-2001 25536934.1 Name Title UWe have authority to bind the Corporation THIRD AMENDMENT TO AGREEMENT OF PURCHASEAND SALE THIS THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amending Agreement") made as of the 27th day of August, 2018. BETWEEN: THE. CORPORATION OF THE CITY OF PICKERING (the "Vendor") - and = KUBOTA CANADA LTD. (the "Purchaser") OF THE FIRST PART OF THE SECOND PART' WHEREAS the Purchaser has delivered to the Vendor an executed agreement of purchase and sale dated March 19, 2018, as amended by amendments to agreement of purchase and sale.dated April 17, 2018 and May 7, 2018 (collectively and as may be further amended from time to time, the "Purchase Agreement"), pursuant to which the Purchaser has offered to purchase the Property on the terms and conditions set out therein. AND WHEREAS in this Amending Agreement all capitalized terms which have been defined in the Purchase Agreement and are not otherwise defined in this Amending Agreement shall have the meanings given to them in the Purchase Agreement. AND WHEREAS the Vendor and the Purchaser have mutually agreed to amend certain terms in the Purchase Agreement, as set out herein. NOW THEREFORE in consideration of the mutual covenants and agreements set forth in this AmendingAgreement and the sum of Ten Dollars ($10.00) of lawful money of.Canada now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby covenant and agree as follows: 38997-200126109574.1 187 -2- 1. Interpretation All references to Sections and Schedules, unless otherwise provided herein, are references to Sections and Schedules of the Purchase Agreement. In the event of any conflict or inconsistency between the Purchase Agreement and this Amending Agreement, the provisions of this Amending Agreement shall prevail. It is agreed that, as of the date hereof, the Purchase Agreement is amended by the provisions of this Amending Agreement. After giving effect to this Amending Agreement, all references to the "Agreement" in the Purchase Agreement and all other relevant documents shall refer to the Purchase Agreement, as amended by this Amending Agreement. 2, Amendment (a) Section 1.01(nn) of the Purchase. Agreement shall be deleted in its entirety and replaced with: "Inspection Period" means that period of time beginning on the Execution Date and expiring at 5:00 p.m. (Toronto time) on August 31, 2018." 3. Confirmation of Purcha.seAgreement The Purchase Agreement, as amended by this Amending Agreement, is hereby confirmed in all respects; including, without limitation, that time shall continue to be of the essence. 4. Counterparts This Amending Agreement may be executed by the parties in separate counterparts and delivered by facsimile or electronic transmission each of which when so executed and delivered shall be an original, but all such counterparts and facsimiles or electronic transmissions shall together constitute one and the same instrument. 5. Governing Law This Amending Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. 6. Successors and Assigns This Amending Agreement shall be binding .upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns subject to and in accordance with the terms and conditions of the Purchase Agreement. 38997-200126109574.1 188 [Signature page to follow] IN WITNESS WHEREOF the parties have executed this Amending Agreement as of the date first above written THE CORPORATION OF THE CITY OF PICKERING By: Name Title By: Name Title I/We have authority to bind the Corporation LTD KUBOTA CANADA Iikcs By:. By: Name kobut t1 t4 y' Title Pres', dept ' Name Title I/We have authority to bind the Corporation 38997-2001 26109574.1 189' IN WITNESS WHEREOF the parties have executed this Amending Agreement as of the date first above written 38997-2001 2610 9574.1 190 THE CORPORATION OF THE CITY OF PICI ERING By: By: Name 0 -k Title a ';, € P►-�,�e tet( A c,{ Name Title I/We have authority to bind the Corporation KUBOTA CANADA INC. By: Name Title By: Name Title I/We have authority to bind the Corporation FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE THIS FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amending Agreement") made as of the 31' day of August, 2018. BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (the "Vendor") - and - KUBOTA CANADA LTD. (the "Purchaser") OF THE FIRST PART OF THE SECOND PART WHEREAS the Purchaser has delivered to the Vendor an executed agreement of purchase and sale dated March 19, 2018, as amended by amendments to agreement of purchase and sale dated April 17, 2018, . May 7, 2018 and August 27, 2018 (collectively and as may be further amended from time to time, the "Purchase Agreement"), pursuant to which the Purchaser has offered to purchase the Property on the terms and conditions set out therein. AND WHEREAS in this Amending Agreement all capitalized terms which have been defined in the Purchase Agreement and are not otherwise .defined in this Amending Agreement shall have the meanings given to them in the Purchase Agreement. AND WHEREAS the Vendor and the Purchaser have mutually. agreed to amend certain terms in the Purchase Agreement, as set out herein. NOW THEREFORE in consideration of the mutual covenants and agreements set forth in this Amending Agreement and the sum of Ten Dollars ($10.00) of lawful money of Canada now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby covenant and agree as follows: 38779-2001 26128553.1 191 2 1. Interpretation All references to Sections and Schedules, unless otherwise provided herein, are references to Sections and Schedules of the Purchase Agreement. In the event of any conflict or inconsistency between the Purchase Agreement and this Amending Agreement, the provisions of this Amending Agreement shall prevail. It is agreed that, as of the date hereof, the Purchase Agreement is amended by the provisions of this Amending Agreement. After giving effect to this Amending Agreement, all references to the "Agreement" in the Purchase Agreement and all other relevant documents shall refer to the Purchase Agreement, as amended by this Amending Agreement. 2. Amendment (a) Section 1.01(nn) of the Purchase Agreement shall be deleted in its entirety and replaced with: " "Inspection Period" means that period of time beginning on the Execution Date and expiring at 5:00 p. m. (Toronto time) on September 28, 2018." 3. Confirmation of Purchase Agreement The Purchase Agreement, as amended by this Amending Agreement, is hereby confiniled in all respects, including, without limitation, that time shall continue to be of the essence. 4. Counterparts This Amending Agreement may be executed by the parties in separate counterparts and delivered by facsimile or electronic transmission each of which when so executed and delivered shall be an original, but all such counterparts and facsimiles or electronic transmissions shall together constitute one and the same instrument. 5. Governing Law This Amending Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. 6. Successors and Assigns This Amending Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns subject to and in accordance with the teiuis and conditions of the Purchase Agreement. [Signature page to. follow] 9 2 38779-200126128553.1 IN WITNESS WHEREOF the parties have executed this Amending Agreement as of the date first above written . THE CORPORATION OF THE CITY OF PICKERING By: By: • Name Title I/We have authority to bind the Corporation KUBOTA CANADA INC. By: Name Title By: • 38779-200126128553.1 Name Title I/We have authority to bind the Corporation 193 FIFTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE THIS FIFTH, AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "Amending Agreement") made as of the 4st day of September, 2018. BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (the "Vendor") - and - KUBOTA CANADA LTD. (the "Purchaser") OF THE FIRST PART OF THE SECOND PART WHEREAS the Purchaser has delivered to the Vendor an executed agreement of purchase and sale dated March 19, 2018, as amended by amendments to agreement of purchase and sale dated April 17, 2018, May 7, 2018 and August 27, 2018 and amendment by email between counsel dated August 31, 2018 (collectively and as may be further amended from time to time, the "Purchase Agreement"), pursuant to which the Purchaser has offered to purchase the Property on the terms and conditions set out therein. AND WHEREAS in this Amending Agreement all capitalized terms which have been defined in the Purchase Agreement and are not otherwise defined in this Amending Agreement shall have the meanings given to them in the Purchase Agreement. AND WHEREAS the Vendor and the Purchaser have mutually agreed to amend certain teuus in the Purchase Agreement, as set out herein. NOW THEREFORE in consideration of the mutual covenants and agreements set forth in this Amending Agreement and the sum of Ten Dollars ($10.00) of lawful money of Canada now paid by each of the parties to the other and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto hereby covenant and agree as follows: 38779-2001 2612 855 3.1 194 1. Interpretation All references to Sections and Schedules, unless otherwise provided herein, are references to Sections and Schedules of the Purchase Agreement. In the event of any conflict or inconsistency between the Purchase Agreement and this Amending Agreement, the provisions of this Amending Agreement shall prevail. It is agreed that, as of the date hereof, the Purchase Agreement is amended by the provisions of this Amending Agreement. After giving effect to this Amending Agreement, all references to the "Agreement" in the Purchase Agreement and all other relevant documents shall refer to the Purchase Agreement, as amended by this Amending Agreement. 2. Amendment (a) Section 1.01(nn) of the Purchase Agreement shall be deleted in its entirety and replaced with: " "Inspection Period" means that period of time beginning on the Execution Date and expiring at 5:00 p.m. (Toronto time) on September 28, 2018." 3. Confirmation of Purchase Agreement The Purchase Agreement, as amended by this Amending Agreement, is hereby confirmed in all respects, including, without limitation, that time shall continue to be of. the essence. 4. Counterparts This Amending Agreement may be executed by the parties in separate counterparts and delivered by facsimile or electronic transmission each of which when so executed and delivered shall be an original, but all such counterparts and facsimiles or electronic transmissions shall together constitute one and the same instrument. 5. Governing Law This Amending Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. 6. Successors and Assigns This Amending Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns subject to and in accordance with the teims and conditions of the Purchase Agreement. [Signature page to follow] 38779-200126128553.1 195 IN WITNESS WHEREOF the parties have executed this Amending Agreement as of the date first above written THE CORPORATION OF THE CITY OF PICK RING By: By: Name • c7~'�1 Title C-14(0-1- • Name Title UWe have authority to bind the Corporation KUBOTA CANADA INC. By: Name Title By: 1 9 6 38779-2001 26128553.1 Name Title UWe have authority to bind the Corporation 3 IN WITNESS WHEREOF the parties have executed this Amending Agreement as of the date first above written THE CORPORATION OF THE .CITY OF PICKERING By: By: Name Title Name Title I/We have authority to bind the Corporation KUBOTA CANADA LTD. (k%By: Name Nook; By: 38779-2001 26128553.1 Title V 4 —f crAS Ur.eY Name Title I/We have authority to bind the Corporation 197 cty DICKERING Report to Council Report Number: ENG 21-18 Date: October 1, 2018 From: Richard Holborn Director, Engineering Services Subject: Transfer of Third Concession Road — Road Allowance - Brock Road (Regional Road #1) to West Limit - File: A-1440 Recommendation: 1. That the road allowance known as Third Concession Road west of Brock Road (Regional Road #1) being Part of Lot 19, Concession 2, Part of Lots 19 and 20, Concession 3, Part of the Road Allowance between Concessions 2 and 3, and Part of Clearside Court, Plan 40M- 1887, designated as Parts 1 to 7, Plan 40R-30215 be declared surplus to the needs of the City of Pickering and be transferred to the Regional Municipality of Durham for nominal consideration; and 2. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. Executive Summary: Region of Durham staff have requested that the City transfer the road allowance known as Third Concession Road from Brock Road (Regional Road #1) to its west limit so that it can be included in the Regional Road network. This section of Third Concession Road will form part of Peter Matthews Drive (Regional Road #28) which will extend from Brock Road to Highway 7, as the Seaton Community develops. Financial Implications: There is no direct financial implications arising from this report. The approximate 2.6 lane km of existing road will be removed from the City's inventory and there will no longer be a requirement for the City to maintain this road. Should the Region of Durham request that City staff continue to maintain Third Concession Road, an agreement will be required where revenue will offset expenditures for maintenance. Discussion: The planning of the Seaton Community through the Central Pickering Development Plan (2006), the Central Pickering Development Plan Class Environmental Assessment for Regional Services in the City of Pickering (2014), and the approval of the Neighbourhood Plan for Seaton through Official Plan Amendment 22 by the Ontario Municipal Board (2013), recognized the need for a Regional Road network to service Seaton. 198 ENG 21-18 October 1, 2018 Subject: Transfer of Third Concession Road Brock Road (Regional Road #1) to West Limit Page 2 The planning and design for the reconstruction of Third Concession Road west of Brock Road (Regional Road #1), to be known as Peter Matthews Drive (Regional Road #28), is underway by the Seaton Landowners Group. Therefore, Region of Durham staff have requested that the transfer of the section of road allowance owned by the City of Pickering take place at this time. It is expected that the replacement of the Ganatsekiagon Creek structure on Third Concession Road just west of Clearside Court will take place in 2019/2020. Third Concession Road will eventually connect to Peter Matthews Drive which is being constructed within the Seaton Community, via a structure over the CP Rail line. This connection was approved through the Seaton Community planning process and will form Regional Road #28, which is an extension of Rossland Road. The timing of the construction of the crossing of the CP Rail line is uncertain, but will most likely be in a similar time frame as the Ganatsekiagon Creek crossing (2019/2020). Until the crossing has been constructed, the Region of Durham and the City may enter into a maintenance agreement whereby the City will continue to maintain Third Concession Road at the Region's cost. A Reference Plan has been prepared and registered which describes the limits of the Third Concession Road road allowance for conveyance purposes. The road allowance is designated as Parts 1 to 7, Plan 40R-30215. City staff have reviewed the Reference Plan and deemed it to be acceptable. City of Pickering staff and Region of Durham staff are having discussions regarding the road rationalization initiative, and Third Concession Road, west of Brock Road was recognized as a candidate for transfer from the City to the Region. Third Concession Road, east of Brock Road, which connects to Rossland Road at the Pickering/Ajax border, is also a candidate for transfer to the Region of Durham in the future. As road rationalization discussions are still ongoing, and may take some time to conclude, the transfer of Third Concession Road west of Brock Road to the Region of Durham is being done outside of the road rationalization process. Attachments: 1. Location Map 199 ENG 21-18 October 1, 2018 Subject: Transfer of Third Concession Road Brock Road (Regional Road #1) to West Limit Page 3 Prepared By/Approved/Endorsed By: Ricard HoI•orn, P.Eng. Di ector, Engineering Services RH:mjh Recommended for the consideration of Pickering City Council AOPO Tones revedel, P.Eng. Chief Administrative Officer 200 ATTACHMENT# 1 TO REPORT#= Ql ROAD TAUNTON CARAVAN S MEWSNER S • ZENTS DRIVE irima • O ( AVGNUE ROAD DRIVE EIMSLEY IDRIVE E DRIVE .�r Future extension and CP Rail Crossing S \, SHMEE SWAY S PEGASUS MEWS D 3 DERSAN STREET r� CRES. TREWS O. MSEW.. CO O re ubje Tea U 0 m W LIMY PrARKH1 LANE Z) I CRE LANE aW DRIVE M STHOLLON LIATRIS DR THIRD HADR COU EN EY . ODS.+AMER DRIVE GLEN PARK HARROWS COURT 0 OMEROR 0 0 eAC/ GATE IU z Engineering Services Department sumN.T.S. DATE Aug 17, 2018 Location Map - Third Concession Road Report ENG 21-18 w s PICKElRING 201 QCT a/ DICKERING Report to Council Report Number: IT 01-18 Date: October 1, 2018 From: Paul Bigioni Director, Corporate Services & City Solicitor Subject: Telecommunications Upgrade Project Recommendation: 1. That Council approve the hiring of Wipro Solutions Canada Limited as Project Manager for Phases 1 and 2 of the City's Telecommunication Replacement Project in accordance with Purchasing Policy 10.03(c) as the assignment has a value above $50,000.00 and a competitive process is not being followed, and therefore is subject to additional Council approvals; 2. That the fee submitted by Wipro Solutions Canada Limited in the amount of $20,792.00 (HST included) for Phase 1 and $49,833.00 (HST included) for Phase 2 be accepted; 3. That the total gross project cost of $70,625.00 (HST included) and the total net project cost of $63,600.00 (net of HST rebate) be accepted; 4. That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $63,600.00 as follows: (a) . The sum of $63,600.00 as approved in the 2018 Capital Budget — Information Technology to be funded by a transfer from the Capital Equipment Replacement Reserve; 5. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this Report. Executive Summary: The City's current telecommunications system,has been in use at the City for the last 16 years and will no longer be supported as of January, 2019. The system must be replaced. Phase 1 of the replacement project was the formation of a steering committee comprising staff from various departments including Community Services, Office of the CAO, Fire Services, Library, Finance and Corporate Services to evaluate the City's future state telecommunications needs. Phase 2 of the project will consist of the purchase and implementation of the new telecommunications system. The City engaged with three Telecommunications service providers (Bell, Rogers and Mitel) to evaluate functionality, services and pricing with the project management assistance of Wipro Solutions Canada. Staff recommend that the contract with Wipro Solutions Canada be extended in order to provide 202 IT 01-18 Subject: Telecommunications Project Upgrade October 1, 2018 Page 2 ongoing project management support to assure the successful installation and implementation of the new telecommunications system. Financial Implications: The cost of retaining Wipro Solutions Canada is set out below: Financial Implications: 1. Proposal Amount Fee Proposal Phase 1 (Vendor Selection) Phase 2 (Project Implementation) HST (13%) Total Proposal Amount $18,400.00 44,100.00 $8,125.00 $70,625.00 2. Estimated Project Costing Summary Proposal Phase 1 Proposal Phase 2 Subtotal HST (13%) Total Gross Project Cost HST Rebate (1.1.24%) Total Net Project Cost $18,400.00 44,100.00 $62,500.00 $8,125.00 $70,625.00 ($7,025.00) $63,600.00 3: Approved Source of Funds 2018 Capital Budget — Information Technology Account Code Source of Funds Budget 5206.1808.6175 Capital Equipment $295,000.00 Replacement Reserve $295,000.00 Total Funds Required $63,600.00 $63,600.00 Project Cost under (over) approved funds by $231,400.00 The remaining funds will be applied toward the purchase of the new telecommunications system, with a "go -live" date of January 1, 2019. The funds to retain Wipro Solutions Canada are approved in account 5206.1808 — Telecom PBX Upgrade/Replacement, in the City's 2018 Capital Budget. 203 IT 01-18 October 1, 2018 Subject: Telecommunications Project Upgrade Page 3 Discussion: The City's current telecommunications system is near the end of its life. By that time, it will no longer be supported by the vendor. Replacement of the existing system is the only viable option. All City facilities will benefit from the new telecommunications system, and new features and functionality it delivers will increase resident satisfaction when dealing with the City. Phase 1 of the replacement project began in early April, 2018 when Information Technology staff assembled a steering committee comprising staff from various departments including Community Services, Office of the CAO, Fire Services, Library, Finance and Corporate Services. Demonstrations of Mitel, Rogers and Bell systems were conducted for the steering committee, outlining each of their respective capabilities. It became evident that a project manager was needed to keep the project on track while IT staff continue work on existing City systems and projects. Retaining Wipro Solutions Canada as a project manager supports the planning, business case and selection of vendors for the telecommunications replacement project. The primary focus of the project manager is to support IT staff with the planning, initiation, execution, monitoring and analysis of the project, including implementation. The hiring of,Wipro Solutions Canada Limited as the project manager is within the approved 2018 Capital Budget for the project. Although the retainer is within budget, Council approval is required pursuant to City Purchasing Policy section 10.03(c). Attachments: None App Endorsed By: (' • en`'e. =rsen Paul Big Supervisor, Network Support, Director Information Technology ate Service & City Solicitor Approv sed By: Stan Karwowski --� Director, Finance & Treasurer Recommended for the consideration of Pickering City Council Tony, evedel, '.Eng. Chief Administrative Officer 204 DICKERING c4 Report to Council Report Number: PLN 26-18 Date: October 1, 2018 From: Kyle Bentley Director, City Development & CBO Subject: Official Plan Amendment Application OPA 18-003/P Zoning By-law Amendment Application A 07/18 City Initiated: Kubota Canada Ltd. lands Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010 3560 Highway 7 City of Pickering Recommendation: 1. That Official Plan Amendment Application OPA 18-003/P, initiated by the City of Pickering, to permit controlled outdoor storage that is accessory and incidental to a proposed assembly plant, as a site specific exception, on the future Kubota Canada Ltd. lands and to delete the east -west "Future Collector Road" between Sideline 24 and the future realigned Sideline 22 as set out in Appendix I to Report PLN 26-18, be approved; and 2. That the Draft By-law to adopt Amendment 32 to the Pickering Official Plan to permit controlled outdoor storage that is accessory and incidental to a proposed assembly plant, as a site specific exception, on the future Kubota Canada Ltd. lands and to delete the east -west "Future Collector Road" between Sideline 24 and the future realigned Sideline 22, as set out in Appendix I to Report PLN 26-18, be enacted by Council; and That Zoning By-law Amendment Application A 07/18, initiated by the City of Pickering, to permit, as an exception, controlled outdoor storage if accessory and incidental to the principal permitted use (the manufacturing/assembly plant), to permit limited outdoor display of finished equipment and change to the zoning to replace the stormwater management zone with a prestige employment general zone on the future Kubota Canada Ltd. lands, be approved, and the draft zoning by-law contained in Appendix II to Report PLN 26-18 be enacted by Council. Executive Summary: Kubota Canada Ltd. ("KCL"), a subsidiary of Kubota Corporation, a tractor and heavy equipment manufacturer is in the process of acquiring approximately 20 hectares of land in Pickering's Innovation Corridor Neighbourood in Seaton. To facilitate and accelerate the company's relocation and the jobs that it brings, staff has initiated site specific amendments to the Pickering Official Plan and the Seaton Zoning, By-law 7364/14 to permit, as an exception, controlled outdoor storage if accessory and incidental to the principal permitted use (the manufacturing/assembly plant), and to permit limited outdoor display of finished equipment. Additionally, the Official Plan will be amended to delete the east -west "Future Collector Road" between Sideline 24 and the future realigned Sideline 22. 205 Report PLN 26-18 October 1, 2018 Subject: City Initiated: Kubota Canada Ltd. lands (OPA 18-003/P, A 07/18) Page 2 As part of the changes to the zoning by-law, staff propose to replace the stormwater management zone with a prestige employment general zone as a stormwater pond is not required on these lands. The proposed amendments to the Pickering Official Plan and Seaton Zoning By-law are appropriate and conform to the Central Pickering Development Plan, the Pickering Official Plan and the Innovation Corridor Neighbourhood policies. The amendments to the Official Plan still meet the intent of the policies and are site specific to the subject property only. The amendments to the Seaton Zoning By-law are considered minor and being site specific allow KCL to advance their proposed design and operational considerations. Staff recommend that Council approve the proposed amendments to the Pickering Official Plan (OPA 18-003/P) and the Zoning By-law Amendment Application A 07/18 as set out in Appendix I and Appendix II to Report PLN 26-18, and Council enact the draft by-laws. Financial Implications: No direct costs to the City are anticipated as a result of the proposed applications. 1. Discussion The City of Pickering has initiated the applications for the future KCL lands located on the south side of Highway 7, in Seaton, east of Sideline 24 and west of Sideline 22 (see Location Map, Attachment #1). KCL has entered into a purchase and sale agreement with the City of Pickering to purchase the subject lands. The. intent of these applications is to facilitate the first development of employment lands in the Seaton Innovation Corridor. KCL has being advancing the design of the subject lands and has requested these minor modifications to the Official Plan and zoning by-law in order to achieve operational efficiencies on the subject property. The text of Information Report 10-18 is attached as Appendix III to this Report. It contains a description of the proposal, the applicable planning policies and existing zoning. KCL request to add controlled outdoor storage and limited outdoor display of finished equipment, delete the east -west "Future Collector Road" and to replace the stormwater management zone with a prestige employment general zone. The proposed amendments will not impact the proposed functioning and operation of the Seaton Innovation Corridor and are appropriate for the development of the subject lands. A site plan application will address detailed design maters. 206 Report PLN 26-18 October 1, 2018 Subject: City Initiated: Kubota Canada Ltd. lands (OPA 18-003/P, A 07/18) Page 3 2. Comments Received 2.1 June 18, 2018 Public Information Meeting and Written Comments No members of the public attended the Public Information Meeting. No comments have been received from the public as a result of circulation of the public notice of the applications. 2.2 City Departments & Agency Comments 2.2.1 Region of Durham • the proposed applications conforms to the Durham Region Official Plan and the Central Pickering Development Plan • no objection to the deletion of the "Future Collector Road" from the Pickering Official Plan • the applications are consistent with the Provincial Policy Statement • the Official Plan amendment application is exempt from Regional approval 2.2.2 Toronto and Region Conservation Authority • no objections to the applications • stormwater management and other technical matters can be addressed through the site plan approval process 2.2.3 Ontario Ministry of Transportation • no objections to the applications • specific road design matters and other technical matters can be addressed through the site plan approval process 2.2.4 Other Agencies • no other agency that provided comments on the applications expressed any concern with the proposed land use • detailed design matters can be addressed during the implementing processes 3. Planning Analysis The KCL proposed site represents the first employment development in the Seaton Innovation Corridor employment lands. One of the prominent policies for Seaton is it be planned as a sustainable community with a balance of population and jobs. The attraction of KCL to Seaton is a significant opportunity that is anticipated to attract additional employment generators to Pickering. 207 Report PLN 26-18 October 1, 2018 Subject: City Initiated: Kubota Canada Ltd. lands (OPA 18-003/P, A 07/18) Page 4 Given the scale of development the request to delete the collector road through the site is appropriate given the site still enjoys a frontage of over 500 metres along Highway 7, which will provide ample opportunities to provide access to the site. Further, with the large scale development allowing outdoor storage, as a site specific exception, is acceptable and anticipated to be located in non -prominent locations. The removal the lands zoned specifically for stormwater management is appropriate and allows KCL to properly plan their site for all aspects of their operation. The proposed application to amend the Official Plan and application to amend the Zoning By-law are considered to be minor modifications, support the overall policies of the Official Plan, the Innovation Corridor Neighbourhood polices, represents logical and orderly development and represent good planning. These applications are: • consistent with the Provincial Policy Statement, 2014 • in conformity with the Growth Plan for the Greater Golden Horseshoe, 2017 • in conformity with the Central Pickering Development Plan • in conformity with the Durham Region Official Plan • in conformity with the City of Pickering Official Plan Staff support the proposed amendments to the Pickering Official Plan (OPA 18-003/P) as set out in Appendix Ito Report PLN 26-18 and the Zoning By-law Amendment Application A 07/18 as set out in Appendix II to Report PLN 26-18, and recommend Council enact the draft by-laws. Appendices Appendix I Recommended By-law .to Adopt Amendment 32 to the Pickering Official Plan Appendix II Recommended Zoning By-law Amendment Application A 04/18 Appendix III Information Report 10-18 Attachments 1. Location Map 208 Report PLN 26-18 October 1, 2018 Subject: City Initiated: Kubota Canada Ltd. lands (OPA 18-003/P, A 07/18) Page 5 Prepared By: Approved/Endorsed By: Ross Pym, MCI', RPP pep. Catherine Rose, MC1P, RPP Principal Planner, Strategic Initiatives RP:jc Chief Planner xti Kyte Bentley, P.Eng. Director, City Development & CBO Recommended for the consideration of Pickering City Council ii,�/ Gam/ ��� Ton 'revede , P.Eng. C 'ef Administrative Officer 209 Appendix I to Report No. PLN 26-18 Recommended Official Plan Amendment 32 To Pickering Official Plan OPA 18-003/P 210 The Corporation of the City of Pickering FT Being a By-law to adopt Amendment 32 to the Official Plan for the City of Pickering (OPA 18-003/P) Whereas pursuant to the Planning Act, R.S.O. 1990, c.P. 13, subsections 17(22) and 21(1), the Council of the Corporation of the City of Pickering may by by-law adopt amendments to the Official Plan for the City of Pickering; . And whereas pursuant to Section 17(10) of the Planning Act, the Minister of Municipal Affairs and Housing has by order authorized Regional Council to pass a by-law to exempt proposed area municipal official plan amendments from its approval; And whereas on February 23, 2000 Regional Council. passed By-law 11/2000 which allows the Region to exempt proposed area municipal official plan amendments from its approval; And whereas the Region has advised that Amendment 32 to the City of Pickering Official Plan is exempt from Regional approval; Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: 1. That Amendment 32 to the Official Plan for the City of Pickering, attached hereto as Exhibit "A", is hereby adopted; 2. That the City Clerk is hereby authorized and directed to forward to the Regional Municipality of Durham the documentation required by Procedure: Area Municipal Official Plans and Amendments; 3. • This By-law shall come into force and take effect on the day of the final passing hereof. By-law passed this XXth day of October, 2018. pRAFT David Ryan, Mayor DRAFT, Debbie Shields, City Clerk 211 Exhibit "A" to By-law XXXX/18 Amendment 32 to the City of Pickering Official Plan 212 Proposed Amendment 32 to the Pickering Official Plan Purpose: The purpose of this amendment is: to permit controlled outdoor storage as a site specific exception on the lands Kubota Canada Ltd. is in the process of acquiring in the Seaton Innovation Corridor; to permit limited outdoor display. of finished equipment on the lands; and to delete the east -west collector road that bisects the lands Kubota is acquiring. Location: The subject lands are approximately 20 hectares in size. They are located between Highway 7 on the north and Highway 407 on the south, east of Sideline 24 and west of the Former Sideline 22 road allowance. Basis: Legally, the lands are described as Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010, in the City of Pickering. This site-specific amendment has been determined to be appropriate to facilitate and accelerate the relocation of Kubota Canada Ltd.'s head office and manufacturing/assembly plant to Pickering, as the first company to open up the Seaton Innovation Corridor employment lands. Approval of the amendment reflects changing preferences and methods of production. The proposal is consistent with the Provincial Policy Statement, and does not conflict with the Central Pickering Development Plan. The amendment will assist in meeting Regional and City objectives to enable development of the Seaton Employment Lands, and bring jobs concurrent with development of the first residential neighbourhood. The amendment will not undermine the .vision of a Prestige Employment area as zoning by-law provisions and site plan approval will ensure appropriate design, landscaping and screening controls are implemented. The deletion of one segment of the Collector Road does not prejudice the ability to provide appropriate transit service to the site. Actual Amendment: The City of Pickering Official Plan is hereby amended by: 1. Adding the word "and" to end of Section 12.23 (a)(i)(A), and adding a new exception policy (B) as follows: "(B) despite the prohibition of outdoor storage in Section 11.32(b), controlled outdoor storage may be permitted as an exception, on lands being as Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010, providing the outdoor storage is accessory and incidental to the principal permitted use being Kubota Canada Ltd.'s manufacturing/assembly plant; and further that limited outdoor display of finished equipment may be permitted." 213 Proposed Amendment 32 to the Pickering Official Plan Page 2 So that the section is now read as follows: 12.23 City Council: (a) shall provide greater direction on employment uses and densities in the Prestige Employment designation by applying two subcategories to the Prestige Employment land use category set out in Tables 2 and 7 as follows: (i) Prestige Employment General:, (A) in addition to the prohibited uses in Section 11.32, warehousing shall be prohibited except for warehousing accessory to a permitted use; and (B) despite the prohibition of outdoor storage in Section 11.32(b), controlled outdoor storage may be permitted as an exception, on lands being as Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010, providing the outdoor storage is accessory and incidental to the principal permitted use being Kubota Canada Ltd.'s manufacturing/assembly plant; and further that limited outdoor display of finished equipment may be permitted." 2. Amending Schedule II — Transportation System by deleting the "Future Collector Road" located between Sideline 24 and the realigned Sideline 22, as illustrated on Schedule "A" attached to this proposed Amendment. Implementation: Interpretation: Cross Reference: OPA 18-003/P (Related Files: A 07/18) (Applicant: City Initiated: Kubota Canada Ltd. Lands) (Date: June 18, 2018) 214 The provisions set forth in the City of Pickering Official Plan, as amended, regarding the implementation of the Plan shall apply in regard to this Amendment. The provisions set forth in the City of Pickering Official Plan, as amended, regarding the interpretation of the Plan shall apply in regard to this Amendment. SCHEOULEIITO THE PICKFRING • OFFICIAL PLAN EDITION 7 TRANSPORTATION SYSTEM EW WO T Delete Future Collector Road Between Sideline 24 and the Realigned Sideline 22 rnitN n TYPE A MTERIAL ROADS 1PPE O ARTERIA. ROADS MC C ARTERIA. ROADS COLLECTOR ROADS LOCA. ROADS O FREEWAY INTERCHANGES UNDERPASSES/OVERPASSES RAILWAYS CO MIL COST TONS TRANSIT SPINES TRANSIT recon SEWAGE DEFERRALS WORE iwo Edit PICKERING City Development Department Extract of the Schedule II of the Pickering Official Plan Edition 7 File No: OPA 18-03/9 A 07/18 Applicant: City Initiated Property Description: Collector Road Between Sideline 24 and Realigned Sideline 22 FULL SCALE COPIES OF THIS PLAN ARE AVAILABLE FOR VIEWING AT THE CITY OF PICKERING CITY DEVELOPMENT DEPARTMENT. DATE: June 1, 2018 Appendix!! to' Report No. PLN 26-18 Draft Zoning By-law Amendment A 07/18 216 The Corporation of the City of ' . Bring By-law N Being a By-law to amend Restricted Area (Zoning) By-law 7364/14, to implement the Official Plan of the City of Pickering, Region of Durham, for land at Part of Lot 23 & 24 Concession 5, City of Pickering (A 07/18) Whereas the Council of The Corporation of the City of Pickering initiated an application to rezone the subject lands being Part of Lot 23 & 24 Concession 5, in the City of Pickering to permit accessory outdoor storage and display and to delete the stormwater management zone from the lands; And whereas an amendment to Zoning By-law 7364/14, as amended, is deemed necessary to permit the requested revisions. Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: 1. Schedule 1 Schedule I attached hereto with notations and references shown thereon are hereby declared to be part of this By-law. 2. Area Restricted The provisions of this By-law shall apply to those lands in Part of Lot 23 & 24 Concession 5, in the City of Pickering, designated "PEG -1" on Schedule I attached hereto. 3. Text Amendment That an Exception Table be added to Section 6.5 of the Employment Area Zone Regulations as Table 24 and that all tables following this new Table 24 be renumbered so that the tables are in chronological order as follows: Table 24: Permitted Use Exceptions 217 Additional Sole Excluded Zone # Address Uses Permitted Permitted Uses Uses PEG 1 Part of Lots 23 and Controlled 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010, Open Storage1 Accessory Display2 217 By-law No. XXXX/18 Page 2 Notes: 1. Controlled open storage areas may be permitted if accessory and incidental to a manufacturing/assembly plant as the principle use on the same lot, subject to the following; a) An open storage area shall be permitted only in a rear yard and not closer than 9.0 metres to any street line, provided that such storage area shall be so located that it is not visible from a street along any line that is perpendicular to such street. b) An open storage area shall not extend over more than 15 percent of the lot area and such area shall be exclusive of parking spaces required by Section 3.0 of the By-law, and shall not exceed the ground floor area of buildings upon the lot. c) An open storage area can be used for only:. (i) the temporary storage of products manufactured, assembled or used on the premises 2. As an accessory use to the manufacturing/assembly plant, limited display of finished products in a visible location may be permitted. 4. General Provisions No building, structure, land or part thereof shall hereafter be used, occupied, erected, moved or structurally altered except in conformity with the provisions of this By-law. By-law 7364/14 By-law 7364/14, is hereby further amended only to the extent necessary to give effect to the provisions of this By-law as it applies to the area set out in Schedule I to this By-law. Definitions and subject matters not specifically dealt within this By-law shall be governed byrelevant provisions of By-law 7364/14. 218 By-law No. X0XX/18 Page 3 6. Effective Date This By-law shall come into force in accordance with the provisions of the Planning Act. By-law passed this XXth day of October, 2018. DRAFT David Ryan, Mayor Debbie Shields, City Clerk 219 A A Highway 407 220 Schedule I to By -Law XXXX/18 Passed This • Day of DRAFT A Mayor DRAFT Clerk A Appendix III to Report No. PLN 26-18 Information Report 10-18 Official Plan Amendment Application OPA 18-003/P Zoning By-law Amendment Application A 07/18 City Initiated: Kubota Canada Ltd. Lands Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010 (3560 Highway 7) City of Pickering 221 DICKERING Information Report to Planning & Development Committee Report Number: 10-18 Date: June 18, 2018 From: Catherine Rose, MCIP, RPP Chief Planner Subject: Official Plan Amendment Application OPA 18-003/P Zoning By-law Amendment Application A 07/18 City Initiated: Kubota Canada Ltd. Lands Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010 (3560 Highway 7) 1. Purpose of this Report The purpose of this report is to.provide preliminary information on official plan and zoning by-law amendment applications, initiated by the City, for lands being acquired by Kubota Canada Ltd., located in Pickering's Innovation Corridor in Seaton. This report contains background information on the current planning policy framework and zoning for the subject lands, and on the purpose of the amendments. This report is intended to assist members of the public and other interested stakeholders to understand the proposal. Planning & Development Committee will hear public delegations on the application, ask questions of clarification and identify any planning matters. This report is to be received and no decision is to be made at this time. Staff will bring forward a recommendation report for consideration by the Planning & Development Committee upon review of the comments received and revisions to the amendment if necessary. 2. Kubota Canada Ltd.'s Future Property Location and Description Kubota Canada Ltd. ("KCL") is a subsidiary of Kubota Corporation, a tractor and heavy equipment manufacturer based in Osaka, Japan. KCL manufactures, markets and distributes Kubota -engineered and manufactured equipment, including tractors, landscaping and public works equipment, residential lawn and garden equipment, and utility vehicles. KCL in the process of acquiring approximately 20 hectares of land in Pickering for the construction of a 52,535 square metre facility. The proposed facility will include KCL's future head office, manufacturing/assembly plant, warehouse, and training areas, with potential for expansion to almost double its original proposed size. Our understanding is that they currently employ approximately 200 people and that this number will be increasing over the next 10 years. , 222 Information Report No. 10-18 Page 2 The future KCL lands are located on the south side of Highway 7, in Seaton, east of Sideline 24, and west of Sideline 22 (see Location Map, Attachment #1). Access/egress from the development is proposed via a future road connection to Sideline 24, as well as from Highway 7. The lands are currently used for agricultural purposes. Surrounding land uses are: North: Lands for a potential future airport, currently supporting agricultural uses and a naturalheritage system. . South: Natural heritage system lands associated with the Ganatsekiagon Creek and valley and Highway 407; further south are vacant prestige employment lands, currently supporting agricultural uses. East: Vacant prestige employment lands, currently supporting agricultural uses. West: . Natural heritage system lands associated with the Ganatsekiagon Creek and valley, and vacant prestige employment lands, currently supporting agricultural uses. 3. KCL's Operation Based on staff's current understanding of KCL's operation, skids of parts are shipped in from overseas and stored outside, and finished products ready for shipping are also stored outside for a limited period of time.. From a promotional aspect, KCL would like to display. the various pieces of equipment they manufacture/assemble, on their lands with exposure to. Highway 407. Outdoor storage or display is not permitted by the current Official Plan designation or current zoning. A 1.13 hectare block of land intended for a municipally owned stormwater management facility is included within the 20 hectares that KCL is in the process -of acquiring. These lands are zoned exclusively for stormwater management facilities (see Zoning Map, Attachment #2). Based on preliminary concepts for the site, KCL is proposing to handle • stormwater elsewhere on the site and would like to use these lands for prestige employment purposes. 4. What is being proposed? KCL has an aggressive timetable to be in operation in Pickering by the end of 2019. To • facilitate and accelerate the company's relocation and the jobs that it brings, staff has initiated site specific amendments to_the Pickering Official Plan and the Seaton Zoning By-law 7364/14 to permit, as an exception, controlled outdoor storage if accessory and incidental tothe principal permitted use (the manufacturing/assembly plant), and to permit limited outdoor display of finished equipment. Additionally, the Official Plan will be amended to delete the east -west "Future Collector Road" between Sideline 24 and the future realigned Sideline 22 (see Location of "Future Collector Road" to be deleted, Attachment 3). As part of the changes to .the zoning by-law, staff propose to replace the stormwater management zone with a prestige employment general"zone. A copy of the proposed Pickering Official Plan Amendment is provided as Appendix I. A copy of the proposed zoning by-law is provided as Appendix 11. 223 Information Report No. 10-18 Page 3 5. What notice was given? In addition to the standard departments and agencies, written notice of the Statutory Public Meeting was provided to the landowners within 500 metres of the future KCL property. In addition, the notice was posted on the City's website. 6. Planning Framework 6.1 The Provincial Policy Statement The. Provincial Policy Statement, 2014 (PPS), provides policy direction on matters of provincial interest related to land use planning and development and sets a vision for Ontario's land use planning system. The Tong -term prosperity and social well-being of Ontario depends upon planning for strong, sustainable and resilient communities for people of all ages, a clean and healthy environment, and a strong and competitive economy. In accordance with the PPS, planning authorities shall promote economic development and competitiveness by providing for an appropriate mix and range of employment uses to meet long-term needs, and providing opportunities for a diversified economic base. Strategies to achieve this include maintaining a range and choice of suitable sites for employment uses that take into account the needs of existing and future businesses. The PPS also indicates that long-term economic prosperity,should be supported by • promoting opportunities for economic development and community investment readiness. Further, settlement patterns should provide densities and mixes of uses that are transit supportive. The proposed amendments are consistent with the PPS. 6.2 The Central Pickering Development Plan The Central Pickering Development Plan, 2012 (CPDP) is a Provincial plan that establishes a comprehensive vision for Central Pickering: that of a sustainable urban community in Seaton integrated with a thriving agricultural community in the Duffins Rouge Agricultural. Preserve and an extensive natural heritage system. The urban community is intended to ultimately be home to 70,000 residents and provide 35,000 jobs. The Employment Goal of the CPDP and the related Employment Objectives, is to provide high quality employment opportunities that reflect the needs of the community. The Plan requires the identification of sufficient employment lands to accommodate approximately 1 job for every 2 residents to meet the objective of achieving 30,500 jobs by 2031 and up to 35,000 jobs through long-term intensification. The CPDP requires high performance standards for development and site design in employment areas and employment areas are td be readily accessible by alternate modes of transportation including vehicular, transit, bicycle and pedestrian. The CPDP is flexible with respect to the built form and range of employment uses so as to respond to changing business preferences and methods of production. 224 Information Report No. 10-18 Page 4 The CPDP also required phasing. plan of the Master Environmental Servicing Plan to address the early servicing of the Prestige Employment areas so as to permit an appropriate balance of employment opportunities in conjunction with the development of residential neighbourhoods. • Transit and active transportation objectives of the CPDP include providing a road network that is designed for transit service on major and minor transit corridors so that transit riders will be within a five minute walk of a transit route. The CPDP does not designate a collector road within the Employment Lands The City initiated amendments to revise certain use permissions, performance standards and eliminate a future collector road for the proposed KCL development do not conflict with the CPDP. 6.3 The Highway 407 (Seaton Lands) Economic Development Study The CPDP required, as a means to promote the timely marketing and dispositionof • provincially owned lands, the completion of an economic development study. That Study was completed by Hemson Consulting Ltd., et al, in 2007 for the Province, and updated by Hemson Consulting Ltd. in 2015 for the City of Pickering. The purpose of the studies was to identify the nature and form of employment uses that are expected to locate in the land designated prestige employment in order to determine appropriate lot sizes and performance standards. The Highway 407 (Seaton Lands) Economic Development Study concluded that a high percentage of the jobs should be in the form of intensive -office development, and accordingly, there was a preference for many small parcels of land, and an internal road network. The Study recommended several different land use categories: Office -Oriented Centres; Prestige Employment; and Prestige Employment — Expanded (to include distribution facilities). Office -Oriented Centres were to be located around the Highway 407 interchanges at Sideline 26 and 22. The Prestige Employment— Expanded was to be located at the westend of the Neighbourhood near the District Park. The remainder would be Prestige. Employment. • This is consistent with the objectives of achieving the employment targets for Seaton. The Study also recommended a prohibition on•a number of uses that are land extensive and low employment generating (such as major warehousing, major goods storage, and freight transfer). The Study also recommended a prohibition on outdoor storage. The initial Study concluded, from a market perspective, that the major types of activities on the Seaton employment lands will comprise high value manufacturing, assembly, major office uses and some warehousing with a relatively low level of goods movement. Major industries that will be attracted to Seaton are anticipated to be in the energy,'auto, advanced manufacturing, information technology, and other types of manufacturing, warehousing and assembly. 225 Information Report No. 10-18 Page 5 The 20.07 Hemson Study helped inform the City's preparation and adoption of the Official Plan policies for the Seaton Employment Lands, as well as the zoning for the first phase of Employment Lands (approximately 80 hectares). In a similar manner, the Study helped inform the design of Draft Plan of Subdivision SP -2011-03, submitted by Infrastructure Ontario for the first phase of Employment Lands. 6.4 The Durham Regional Official Plan . The Durham Regional Official Plan (DROP) designates the Seaton lands as "Specific Policy Area A", which requires the lands to be developed in accordance with the CPDP. Other provisions of the DROP shall apply, as applicable. The DROP requires the development of Seaton to be based on a number of considerations including the provision of a range of employment that accommodates the forecasts from the CPDP; and the • provision of employment opportunities along Highway 407, concurrent with residential development. . Within employment areas, sites. having a high degree of exposure and good access shall be reserved for employment intensive uses. It is the intent of the Plan to encourage prestige employment uses with high employment generating capacity and greater architectural, landscaping and design controls along Highways 401 and 407, and Regional corridors (like .Highway 7). Area municipal plans shall designate areas for prestige development and specify design and landscaping controls for such areas. 6.5 The Pickering Official Plan The Pickering Official Plan requires that opportunities for jobs in the Seaton Employment Lands be provided in the first phase of the development of Seaton. To ensure this occurs, the Plan requires the.80 hectares of Prestige Employment Land located between Sideline 26/Whites Road and the realigned Sideline 22, to be serviced with trunk water and sanitary servicing concurrent with the servicing of the Lamoreaux Neighbourhood at the south end of Seaton. Further, the Plan requires that subsequent phases of employment lands be available for development in conjunction with the development of other residential neighbourhoods. The subject lands are designated "Prestige Employment" by the Pickering Official Plan, and "Prestige Employment— General" by the Pickering Innovation Corridor Neighbourhood policies of the Official Plan. The "Prestige Employment" designation permits a range of uses includinglight manufacturing, assembly and processing of goods, office, personal service and community and cultural services (see Pickering Official Plan Table 7: Employment Areas: Permissible Uses by Subcategory, Attachment #4). The Seaton policies refine the permissible uses to exclude: outdoor storage; retail stores; waste processing; waste transfer and recycling facilities; freight transfer and similar trucking facilities; automotive and vehicle sales and repair; and places of worship and schools. The Innovation Corridor policies of the Plan further refine the permissible use in the Prestige Employment General by restricting stand-alone warehousing. Warehousing is only permitted if accessory to a permitted use. 226 Information Report No. 10-18 Page 6 The Neighbourhood Plan identifies a Stormwater Management Facility on the subject lands. However, the Neighbourhood policies permit the number, size and location of stormwater management facilities to be confirmed through functional servicing and stormwater reports, and may be changed without amendment to the Neighbourhood Plan. A high speed transit way is proposed on the south side of Highway 407, with stations proposed in the interchanges at Sideline 26/Whites Road, and at the realigned Sideline 22. Higher order transit is also anticipated to established along Highway 7. 6.6 Zoning By-law 7364/14 The subject lands are zoned "PEG" — Prestige Employment General and "SWM Stormwater Management. A site specific amendment is required to the By-law to permit controlled outdoor storage and accessory display in the "PEG" zone. The block zoned for stormwater management needs to be rezoned to the "PEG" zone to permit employment uses. 7. Comments Received • the applications were circulated for comment on May 25, 2018 7.1 Resident Comments • none received to date 7.2Agency Comments • none received to date 7.3 City Departments Comments 7.3.1 Planning & Design Section Comments The following is a summary of matters of importance raised to date • from the outset of the preparation of the CPDP, the objective to achieve job creation concurrent with residential development was paramount • the trunk servicing to the Seaton Employment Lands would typically advance from south to north, leaving the Employment Lands the last area to be.serviced with trunk water and sewer • through policy, and the implementation of that policy through servicing agreements, the Region and the City have required the trunk services to be extended to the Employment Lands concurrent with the servicing of the first residential neighbourhood; the contract to extend the trunk sewers the final distance to reach the Employment Lands has been tendered and the work is under construction • however, to bring this land to "shovel -ready", there is still the need for the local extension of water, sanitary sewer, storm sewers, and other essential utilities, as well as construction of the local road's through the Employment Lands 227 Information Report No. 10-18 Page 7 • this work is typically undertaken by the developer; but in the case of the Seaton Employment Lands, Infrastructure Ontario (10) was the landowner who submitted the draft plan of subdivision application, but it is now clear, that they are not going .to fulfill the responsibilities of the developer . • over the last several years, the City of Pickering, to further the objective of jobs concurrent with residential development, has undertaken an extensive outreach and marketing campaign to find companies and businesses that would bring jobs to Pickering • as leads became solid, the City, working with 10, -has been able to acquire lands from 10 for these users on the understanding that the City will then sell the land to the end user; such is the case for the 20 hectares for KCL • City Council recently authorized the hiring of a consulting firm to provide project management services and to undertake the necessary studies and design services to provide municipal services to the KCL site, as well as other lands along Pickering's Innovation Corridor • as City staff worked more closely with KCL, it became evident that some changes to the Official Plan policies and zoning would be required to accommodate all facets of their operation • the KCL development is anticipated to be a catalyst to attracting other businesses to the Seaton Employment Lands; these City initiated Official Plan and zoning amendments are a proactive approach to address the needs of KCL's business operation, and solidify their investment in and development of a site in Pickering's Innovation Corridor • the development will be subject to site plan control through which appropriate screening and landscaping will be required, maintaining the intent of the CPDP and the DROP of a Prestige Employment Area • future transit service along the Highway 407 transitway, Highway 7, and along local, collector and arterial roads will provide employees of KCL site with access to transit • the specific wording of the official plan amendment and the zoning will be refined as necessary following review of comments 8. Information Received • None 9. Procedural Information 9.1 General • written comments regarding this proposal should be directed to the City Development Department • oral comments may be made at the Public Information Meeting • all comments received will be noted and used as input to a Planning Report prepared by the City Development Department for a subsequent meeting of Council or a Committee of Council • any member of the public who wishes to reserve the option to appeal Council's decision must provide comments to the City before Council adopts any by-law for this proposal 228 Information Report No. 10-18 Page 8 • any member of the public who wishes to be notified of Council's decision regarding this proposal must request such in writing to the City Clerk 9.2 Official Plan Amendment Approval Authority • the Region of Durham may exempt certain local official plan amendments from Regional approval if such applicationsare determined to be locally significant, and do not exhibit matters of Regional and/or 'Provincial interest • at this time, the" Region has not yet determined whether this official plan amendment application is exempt from Regional Approval 10. 'Owner/Applicant Information • The City is the applicant. Appendices Appendix.I Proposed Amendment 32 to the Pickering Official Plan Appendix II Proposed By-law to Amend By-law 7364/14 Attachments 1. Location Map 2. Zoning Map 3. Location of "Future Collector Road" to be deleted 4. Pickering Official Plan Table 7: Employment Areas: Permissible Uses by Subcategory Prepared/Approved/Endorsed By: Catherine Rose, MCIP, RPP Chief Planner CR:Id Date of Report: June 4, 2018 229 • Proposed Amendment 32 to the Pickering Official Plan 230 Appendix I to Report No. 10-18 Proposed Amendment 32 to the Pickering Official Plan Purpose: The purpose of this amendment is: to permit controlled outdoor storage as a site specific exception on the lands Kubota Canada Ltd. is in the process of acquiring in the Seaton Innovation Corridor; to permit limited outdoordisplay of finished equipment on the lands; and to delete the east -west collector road that bisects the lands Kubota is acquiring. Location: The subject lands are approximately 20 hectares in size. They are located between Highway 7 on the north and Highway 407 on the south, east of Sideline 24 and west of the Former Sideline 22 road allowance. Legally, the lands are described as Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010, in the City of. Pickering. Basis: This site-specific amendment has been determined to be appropriate to facilitate and accelerate the relocation of Kubota Canada Ltd.'s head office and manufacturing/assembly plant to Pickering, as the first company,to open. up the.Seaton Innovation Corridor employment. lands. Approval of the amendment reflects changing preferences and methods of production. The proposal is consistent with the Provincial Policy Statement, and does not conflict with the Central Pickering Development Plan. The amendment will assist in meeting Regional and City objectives. to enable development of the Seaton Employment Lands, and bring jobs concurrent with development of the first residential neighbourhood. The amendment will not undermine the.vision of a Prestige Employment area as zoning by-law provisions and site plan approval will ensure appropriate design, landscaping and screening controls are implemented. The deletion of one segment of the Collector Road does not prejudice the ability to provide appropriate transit service to the site. Actual Amendment: The City of Pickering Official Plan is hereby amended by: 1. Adding the word "and" to end of Section 12.23 (a)(i)(A), and adding a new exception policy (B) as follows: "(B) despite the prohibition of outdoor storage in Section 11.32(b), controlled outdoor storage may be permitted as an exception, on lands being as Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010, providing the outdoor storage is accessory and incidental to the principal. permitted use being Kubota Canada Ltd.'s manufacturing/assembly plant; and further that limited outdoor display of finished equipment may be permitted." 231 Proposed Amendment 32 to the Pickering Official Plan Page 2 So that the section now read as follows: 12.23 City Council: (a) shall provide greater direction on employment uses and densities in the Prestige Employment designation by applying two subcategories to the Prestige Employment land use category set out in Tables 2 and 7 as follows: (i) Prestige Employment General: (A) in addition to the prohibited uses in Section 11.32, warehousing shall be prohibited except for warehousing accessory to a permitted use; and (B) despite the prohibition of outdoor storage in Section 11.32(b), controlled outdoor storage -may be permitted as an exception, on lands being as Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R-25010, providing the outdoor storage is accessory and incidental to the principal permitted use being Kubota Canada Ltd.'s manufacturing/assembly plant; and further that limited outdoor display of finished equipment may be permitted." 2. Amending Schedule 11 — Transportation System by deleting the "Future Collector Road" located between Sideline 24 and the realigned Sideline 22, as illustrated on Schedule "A" attached to this proposed Amendment. Implementation: Interpretation: Cross Reference: OPA 18-003/P (Related Files: A 07/18) (Applicant City Initiated: Kubota Canada'Ltd. Lands) (Date: June 18, 2018) 232 The provisions set forth in the City of Pickering Official Plan, as amended, regarding the implementation of•the• Plan shall apply in regard to this Amendment. The provisions set forth in the City of Pickering Official Plan, as amended, regarding the interpretation of the Plan shall apply in regard to this Amendment. ROA w 0 f1 Delete Future Collector Road Between Sideline 24 and the Realigned Sideline 22 ■ ■ ■, SCHEDULE E TO THE PICKERING OFFICIAL PLAN EDITION 7 TRANSPORTATION SYSTEM 'FREEWAYS TWE A ARTERIAS. ROADS TWE 6 ARTERIAL ROADS TWE O ARTERIAL ROADS COLLECTOR ROADS LOCAL ROADS o FREEWAY INTERCHANGES YNOOIPASSO/OYmRPA SS6 RAILWAYS CO RAIL • CO STATIONS TRANSIT SPINES ' TRANSIT FEEDER SERNOE DEFERRALS RINSE city 4 PICKERING City Development Department Extract of the Schedule H of the Pickering Official Plan Edition 7 File No: OPA 18-03/P, A 07/18 Applicant: City Initiated Property Description: Collector Road Between Sideline 24 and Realigned Sideline 22 FULL SCALE COPIES OF THIS PLAN ARE AVAILABLE FOR VIEWING AT THE CITY OF PICKERING CITY DEVELOPMENT DEPARTMENT. DATE: June 1, 2018 • Proposed By-law to Amend By-law 7364/14 234 Appendix II to Report No, 10-18 Proposed Wording for Zoning By-law Amendment A 07/18 That Zoning By-law 7364/14 bp amended as follows: 1. That the entirety of the lands to be acquired by Kubota Canada Ltd. be zoned as "PEG — 1" — Prestige Employment General Exception 1,and that the Zoning Schedule for Neighbourhood 21: Pickering Innovation Corridor be amendment to reflect this.. 2. That an Exception Table be added to section 6.5 of the Employment Area Zone Regulations as follows: Table XX: Permitted Use Exceptions Zone # Address . Additional Uses Permitted _ Sole Permitted Uses Excluded Uses . PEG 1 Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, .40R-25010, Controlled Open Storage1 Accessory. Display2 . • Notes: 1. Controlled open storage areas may be permitted if accessory and incidental to a manufacturing /assembly plant as the principle use on the same lot, subject to the following; a) An open storage area shall be permitted only in a rear yard and not closer than 9.0 metres to any street line, provided that such storage area shall be so located that . it is not visible from a street along any line that is perpendicular to such street. An open storage area shall not extend over more than 15 percent of the lot area and such area shall be exclusive of parking spaces required by Section 3.0 of the By-law, and shall not exceed the ground floor area of buildings upon the lot. An open storage area can be used for only: (i) the temporary storage of products manufactured, assembled or used on the premises 2. As an accessory use to the manufacturing/assembly plant, limited display of finished products in a visiblelocation may be permitted. 235 Attachment # / to Information Report# Seventh -Concession Road Subject Lands Highway -7 Highway 407 — _Whitevale iI I r L L n Whitevale Road u ca O 1 ••U 1 2Lu1(1 I Broughammulp 1 Fifth Concession= lad I� I 236 Cely Location Map File: OPA18-003/P & A 07/18 . oi PICKERING City Development Department Applicant: City of Pickering Property Description:Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998.and Part of Part 7, 40R- 25010 Date: May. 18, 2018 0 The Corp:caton of the City of Plckenng Produced (m par) under license from: 0 Omens Pnntec Ontario Mintshyof Nxeal Resouces. All rig las reserved.B Her Molest} the Queen In Right of Canada, oepadmera of Nana! Reso.es. Weis reserved.: A Terenel Enterprises Inc. and Ks Supplie FS all rights reserved .;® Murkiest Property Assessment Corpora lion and Its Staplers al Agus reserved.; SCALE: 1:30;000 THIS IS NoT A PLAN OF SURVEY. - Attachment # a to flnformation Report# 7 • • • • • • . Highway 7 • - \-- • • Land Zoned "PEG" - Prestige Employment General N 6 N A • N N N _ • "SWM" Land Zoned - Stormwater Highway407 Management • • • • • . - - Zoning Map • C44 File: OPA18-003/P & A 07/18' PICKERING Applicant: City of Pickering . City Development Property Description:Part of Lots 23'and 24, Concession 5, now Department Part 1., 40R-29998 and Part of Part 7, 40R--25010 Date: May. 18, 2018 D The Corporation of the Gly of Pickenng Produced (In pan) underacense Iron: ® Queen Prides Ortano fAnseyof Nahral Resnuces. ANI rights reserved.SS Her lAajesly the Queen In Right of Canada, Oepadrrr_rd orNahaol al Resrces.Aldais resenad.; DTeranel'Enterydses Inc. and its suppliers all dghIs reserved.;® Municipal Prop edyAssessnerd Corpoationard its suppfers el dais reserved.; SCALE: 1:6,552 THIS IS NOT A PLAN OF SURVEY. '] J • 7 Attachment # -3 to Onformation Report# • Highway 7 U Subject Lands Former Sidelin N Future Collector Road to be deleted • Highway 407 • • Location of "Future Collector Road" to be deleted . 4 File: OPA18-003/P & A 07/18 .PICKERING Applicant: City of Pickering City Development Property Description:Part of Lots 23 and 24, Concession 5, now Department Part 1, 40R-29998 and Part of Part 7, 40R- 25010 Date: May. 29, 2018 238 • o 0 The Corpoanon of he City olPickenng PIoduced(In pad) under license horn10 Omens Anger, Ortano Wrist/ of NahrelResotrces. All rights reserved.¢. Her Maiesty the Chosen In ROM of Canada, oepvimerio(Nahral Resoussscn poral nerrd 1 .; HTeranet Enterprises Inc. and Its supplely all rights reserved.; B Munldpal Properly Assessmed Corpo26onerd Its suppEers al netts reserved.; SCALE. �.6,��� THIS IS NOT A PLAN OF SURVEY. Attachment # r to information Report# /d // City Policy Table 7: Employment Areas: Permissible Uses by Subcategory Table 7 Employment Areas Subcategory Permissible Uses (Restrictions and limitations on the uses permissible, arising from other • policies of this Plan, will be detailed in zoning by-laws.) General Employment • Manufacturing, assembly, processing of goods, service industries, research and development facilities, warehousing, storage of goods and materials, waste transfer and recycling, waste processing, freight transfer, transportation facilities, automotive and vehicle sales and repair; Offices as a minor component of an industrial operation or serving the area, limited personal service uses serving the area, restaurants serving the area, retail sales as a minor component of an industrial operation; Community, cultural and recreational uses, and other uses with similar performance characteristics that are more appropriately located in the employment area. .. Prestige Employment • Light manufacturing, assembly and processing of goods, light service industries, research and development facilities, warehousing, equipment and vehicle suppliers, automotive and vehicle sales and repair; Offices, corporate office business parks, limited personal service uses serving the area, restaurants serving the area, retail sales as a minor component of an industrial operation, hotels, financial institutions serving the area; Community, cultural and recreational uses, and other uses with similar performance characteristics that are more appropriately located in the employment area. Mixed Employment All uses permissible in prestige employment areas; Limited retailing of goods and services serving the area. Pickering Official Plan Edition 7: Chapter 3 - Land Use 69 39 ATTACHMENT # L TO REPORT # PLN,- Sideline 28 Sideline•26 Seventh -Concession Road _Wh itevale I t Subject Lands Highway 407 Sideline -22 . 411 —DWhitevale- Road Brock -Road n f� IyL" 4) cc 01 o J 0 a. -ji Brougham u m o D k Fifth ) Concession= -fI• Roa11— 40 C4 Location Map File: OPA18-003/P & A 07/18 o,1 PICKERING City Development Department Applicant: City of Pickering Property Description:Part of Lots 23 and 24, Concession 5, now Part 1, 40R-29998 and Part of Part 7, 40R- 25010 Date: May. 23, 2018 0 the Co rporaton of the City of Pickering Produced(tn part) under license from:0 Aeons Pnrter,Orfano Mnisuy el Natuat Resoumxs. All rights reserved ,o Her Mafesty the Queen In Rlght of Canada, Dep admen of Nahral Resources. Al risks reserved.; 0 Teranet Enterprises Inc. and its suppliers all rights reserved;® MuNdpal Prop edy Assessmert Corporation and its suppfeta al delta reserved.; SCALE. 1.30,000 THIS IS NOT A PLAN OF SURVEY. Cts DICKERING Report to Council Report Number: FIN 20-18 Date: October 1, 2018 From: Stan Karwowski Director, Finance & Treasurer Subject: Selection of a New Finance and Human Resources Information System Recommendation: 1. That the proposal submitted by Blue IT Group Inc. dated July 27, 2018 in response to RFP -11-2018 regarding the selection of a new finance and human resources information system be accepted in principle, with the final terms and conditions of the contract to be satisfactory to the Chief Administrative Officer and Director, Finance & Treasurer; 2. That Council approve the hiring of a project manager (consultant) for a 15 month period commencing on or about November 1, 2018 at a cost not to exceed $160,000.00; That Council authorize the Director, Finance & Treasurer to finance the net project cost by transfers from the following: a) 39.13 per cent from the Development Charges Studies Reserve Fund; b) The sum of $1,300,000.00 from the Financial Systems Reserve; c) The residual amount from the Rate Stabilization Reserve; and 4. That the appropriate City of Pickering officials be authorized to enter into any agreements to give effect hereto, and take the necessary actions as indicated in this report. Executive Summary: The City purchased both its current financial and human resources (HR) systems in 1997. With the City's financial system being over 20 years old, it is no longer able to keep up with the City's business processes and financial reporting requirements. It is also running on an old operating system that causes challenges with new hardware and the City's current technology environment. Replacement of the system is well overdue and the proposed solution will set the City on the right course for meeting the existing and future needs of a growing and vibrant municipality. If the financial system is not replaced there may be a future date where the financial system will become non-functioning. 241 FIN 20-18 October 1, 2018 Subject: Selection of a New Finance and Human Resources Page 2 Information System Replacing the current financial system will result in efficiencies that will reduce the time and effort spent on financial administrative processing, ensuring more resources can be dedicated to core business activities and service delivery, enhance internal controls and better mitigate financial and reputation risks and move the City closer to a paperless , environment, The City's HR system was originally purchased to provide a cost effective way to electronically manage employee data. It is a basic system the interfaces with the current payroll system to primarily manage compensation. It does not have the ability to provide the more sophisticated workforce and information management options essential to meet the City's growing employee needs. Being able to select a vendor which can provide the services necessary to implement both a financial and HR system in tandem, will'help the City contain implementation costs and streamline the management of such a complex project. RFP -11-2018 - Supply, Delivery, Installation and Implementation of an Enterprise Resource Planning System was issued by City staff on June 8, 2018 and closed on July 31, 2018 at 12:00 pm. The City received 11 submissions. The proponent that received the highest overall score from the Evaluation Committee was Blue IT Group Inc. (Blue IT). Blue IT's proposal includes the installation and configuration of the SAP cloud based enterprise resource planning software system. SAP has over 350,000 customers in 180 countries in total. It is anticipated that with SAP being widely used in both private and public sectors, .the City will be able to hire future staff with the required skillset and knowledge base to work in an SAP environment. Blue IT specializes in implementing SAP in the Canadian public sector including recent projects with the City of Cambridge, the City of Nanaimo and the Capital Regional District in British Columbia. Blue IT is also currently implementing SAP for the City of Peterborough and the Town of Richmond Hill. Blue IT implements SAP using templates for Canadian municipalities which have been developed based on their comprehensive understanding of municipal business systems. The templates should reduce the complexity of the implementation and save valuable staff resources. Financial Implications: The recommended proposal from Blue IT Inc. was under the approved $5 million 2018 Capital Budget for the New Financial System (5203.1801.6174). Staff will continue to negotiate with the highest ranked proponent until the terms and conditions are satisfactory to the to the Chief Administrative Officer and Director, Finance & Treasurer. The project will be funded as follows: • 39.13 per cent from the Development Charges Studies Reserve Fund; • The sum of $1,300,000.00 from the Financial Systems Reserve; and • The residual amount from the Rate Stabilization Reserve. 242 FIN 20-18 October 1, 2018 Subject: Selection of a New Finance and Human Resources Page 3 Information System Discussion: Overview of the Current State of the City's Enterprise Resource Planning (ERP) System Enterprise resource planning (ERP) software refers to a software package that combines a variety of business functions into one tightly integrated package. Common functions usually found in ERP software include core financial modules (general ledger, accounts payable, accounts receivable, procurement and budgeting) and human resource management modules (personnel administration, recruitment, onboarding, compensation and benefits administration, and personnel development and training). Modern ERP systems can also include additional modules such as constituent relationship management, project management, fleet and facility management, inventory management and payroll. The City currently maintains at least 24 separate business applications in support of its financial information processing, and many tasks are performed manually outside of the system. These systems are not fully integrated and many are challenged in terms of functionality, reporting and vendor support. The City purchased its current financial system, Vailtech, in 1997. Vailtech consists of the following modules: property taxes, accounts payable, accounts receivable, general ledger and purchasing. In 2015, the City replaced the property tax module with Tax Manager (TXM). The City's Human Resource system is HR Systems Strategies and has also been in use since. 1997. This system is primarily used to track basic employee data as well as information related to work history and compensation. With the City's financial system being over 20 years old it has not only become unable to keep up with the City's business processes and financial reporting requirements, but is running on an old operating system that causes challenges with new hardware and the City's current technology environment. Replacement of the system is well overdue and the proposed solution will set the City on the right course for meeting the existing and future needs of a growing and vibrant municipality. The City's vision is to implement an integrated ERP solution that will support staff in the delivery of municipal programs and services, take advantage of best practices, and significantly improve the efficiency and effectiveness of the City's work processes. In 2016, Council report FIN 19-16 - Consulting and Professional Services for the Development of Financial System Specifications and RFP Proposal and Vendor Selection, engaged Deloitte to assist City staff in undertaking a comprehensive current state and needs assessment of the City's financial systems and applications. The assessment found that a significant amount of "donated labour" is expended in achieving operating and reporting targets under the current system. As a result, the assessment noted that in order to further enable the efficient and effective delivery of service, the City needs to rationalize these applications into an ERP environment, with 243 FIN 20-18 October 1, 2018 Subject: Selection of a New Finance and Human Resources Page 4 Information System enhanced integration to key operational systems for service and work management. The following observations were noted related to the current operating environment's risk and inefficiency: 1. Current technology is not sustainable — the City needs to migrate to a product which is more aligned to the City's size, complexity and desired decentralized utilization. 2. Workflows and approvals are manual in nature — significant effort and paper shuffle is cumbersome to manage, leading to increased financial and reputation risk that is difficult to mitigate. 3. Information management through `workarounds' — system inadequacies have inspired a proliferation of Excel spreadsheets in all departments, increasing risk of errors and data integrity in addition to efficiency losses. 4. Inconsistent and untimely report and data definitions — varying interpretations of accounts, reports and indicators increases risk and wasted effort on reconciliations. 5. Limitations in budget forecasting for financial commitments — increases risk of over- commitment against project or departmental budgets and inability to maximize interest income on cash flow. 6. Insufficient automation for managing risk and ensuring financial control - controls are manually intensive and rely on physical copies of documents. 7. Lack of meaningful analytics — the burden of effort on simply processing and managing information has reduced capacity for value added analytics and fact based decision making. 8. Proliferation of `point' solutions — without a new system and application strategy, the City may continue to purchase/build single purpose solutions, increasing support costs and data risks. Significant Benefits from a New Financial System The existing systems have numerous opportunities for efficiency through process automation, approval workflows, integration, reporting and enhanced, fact based decision making. Undertaking a finance system implementation is a significant change effort and requires full organizational buy -in. However, the potential benefits are also significant in terms of efficiency, cost avoidance and effectiveness: • Avoid cost of adding new staff to administrative processes as the organization g rows; • Reduce the number of business applications that need to be maintained; • Automate significant amount of manual processes and activities with forms automation and system workflows; • Enhance management's capability to lead the business based on timely, reliable and valuable information; • Enhance internal controls and better mitigate financial and reputation risks; • Move closer to a paperless work environment; and • Position the City to take advantage of technological advancements in the future. 244 FIN 20-18 October 1, 2018 Subject: Selection of a New Finance and Human Resources Page 5 Information System The City will be implementing the following modules: • Finance Management System o General Ledger o Accounts Payable o Accounts Receivable o Project Accounting o Purchasing o Reporting and Financial Close o Point of Sale • Human Resource Management System (HRMS) o Organizational Management o Position Control o Compensation o Benefits Administration o Performance Management o Recruitment o Succession Planning o Training and Development The City will also explore the option to implement future modules such as an E- commerce/E-store, Fleet and Asset Management, Capital and Operating Budget and Customer Relationship Management. Even though this RFP was only for the HR and Finance systems it was important for the City to receive details and pricing regarding all modules available in each ERP to allow staff could make a decision that will position the City for the long-term. The City is targeting a go live date of January 1, 2020 for both the HR and Finance systems. A request for proposal for a new ERP system was issued RFP -11-2018 - Supply, Delivery, Installation and Implementation of an Enterprise Resource Planning System was issued by City staff on June 8, 2018 and closed on July 31, 2018 at 12:OOpm. The City received proposals from 11 vendors. The Evaluation Committee reviewed the proposals against the following criteria and weighting: 245 FIN 20-18 Subject: Selection of a New Finance and Human Resources Information System October 1, 2018 Page 6 Item Qualification Criteria Maximum Points Technical Proposal 1 Company Overview, Experience and Qualifications 15 2 Proposed Manager, Project Team and Resources 10 3 Approach to Project and Change Management 10 4 Implementation and Work Plan 20 5 Functionality 50 6 References 25 Financial Proposal 7 Total Cost of Ownership 30 Total Scores Stage II and Stage III 160 Interview/Presentation/Demonstration 8 Interview/Presentation/Demonstration 40 Overall Score 200 After the initial review of the proposals, 3 proponents were invited to provide City staff with a 1 -day demonstration and presentation. The proponent that received the highest overall score was Blue IT Group Inc. (Blue IT). Blue IT's proposal included the installation and configuration of the SAP S/4 Hana cloud based ERP software system. SAP has over 350,000 customers in 180 countries in total. Blue IT specializes in implementing SAP in the Canadian public sector including recent projects with the City of Cambridge, the City of Nanaimo and the Capital Regional District in British Columbia. Blue IT is also currently implementing SAP for the City of Peterborough and the Town of Richmond Hill. Blue IT implements SAP based on a template for Canadian municipalities which should reduce the complexity of the implementation for the City. In addition to meeting all of the module requirements identified in Phase 1 and Phase 2 of the RFP, the proposed solution is able to meet all of the optional module requirements identified. The software will replace all the core financial software plus lay the foundation to enable the City to build on those basic needs with tools and modules that are expected in today's municipal environment. SAP is a stable, highly customizable ERP software that includes a number of features that will improve staff efficiency via the use of improved workflows and dashboards. SAP has made significant investments in the software, updating the front end screens as well as the back end technology. SAP is used, or in the process of being implemented, in a number of Ontario municipalities including larger municipalities such as the City of Toronto, the City of Ottawa, Halton Region, the City of Burlington, the City of Kitchener, and mid-sized municipalities such as the City of Thunder Bay, the City of Barrie, the City of Cambridge, the City of Peterborough and the Town of Richmond Hill. The benefit of 246 FIN 20-18 October 1, 2018 Subject: Selection of a New Finance and Human Resources Page 7 Information System comparable municipalities using the same software will be the ability to share best practices through the established SAP Municipal User Group. With SAP being widely used in both private and public sectors the City will be able to hire future staff with the required skillset and knowledge base to work in an SAP environment. The City's Information Technology staff expressed a preference for an Oracle based solution, however, they confirm that the SAP based solution proposed by Blue IT Group Inc. has full functionality for City use, and the use of SAP is more prevalent in the municipal sector. Staffing Implementing a project of this magnitude will require additional staff resources. The following are the projected staff resources to be added during implementation: • Project Manager — a trained and experienced project manager will be critical to the success of the project. This position will be filled by an external consultant who will be with the City until 30 days post -implementation. • Information Technology (IT) Resource 1 (Database Analyst/Business System Analyst) — the project will require an IT resource who is knowledgeable with SAP. This position will begin early 2019 and will continue with the City post - implementation to support the new system. • Backfill and overtime costs — the project will be demanding on staff within Finance, HR and IT. The positions to be backfilled are to be determined but it is expected that at a minimum 1 position in Finance and 1 in IT will be required. Additionally, overtime costs will be required to cover the additional workload on staff. These costs will be funded through the department's 2019 Current Budget. The City is forecasting that the following staffing will be required post -implementation and these resources will be brought forward for approval in future budgets. • IT Resource 2 — a second IT resource to maintain the system such as a Database Analyst or Business System Analyst. • Finance and HR Super User — positions will be required within Finance and HR to be a "super -user" in order to maintain the system, support staff and train new staff members. Finance and HR over many years have flat lined their staffing requests to help reach Council budget levy targets. It is expected the HR and Finance Super User will dedicate 50 per cent of their time to support the system and the other 50 per cent of their time will help assist or address workload pressures within their respective departments. 247 FIN 20-18 October 1, 2018 Subject: Selection of a New Finance and Human Resources Page 8 Information System The following table summarizes the above staffing requirements for both implementation and post implementation: Recommendation It is recommended that the City enter into negotiations with Blue IT Group Inc. to proceed with the purchase and implementation of a new finance and human resources information system, and enter into an agreement that is satisfactory to the Chief Administrative Officer and Director, Finance & Treasurer. Attachments: 1. Report FIN 19-16 regarding Consulting and Professional Services for the Development of Financial System Specifications and RFP Proposal and Vendor Selection Prepared By: Approved/Endorsed By: Paul Creamer Senior Accounting Analyst, Internal Audit 248 Stan Karwowski Director, Finance &.Treasurer niter Eddy Director, Human Resources 2019 2020 2021 2022 2023 Implementation Project Manager 1.0 0.1 0.0 0.0 0.0 IT Resource 1 1.0 1.0 1.0 1.0 1.0 Post -Implementation IT Resource 2 0.0 1.0 1.0 1.0 1.0 Finance Super User 0.0 0.5 0.5 0.5 0.5 HR Super User 0.0 0.5 0.5 0.5 0.5 Recommendation It is recommended that the City enter into negotiations with Blue IT Group Inc. to proceed with the purchase and implementation of a new finance and human resources information system, and enter into an agreement that is satisfactory to the Chief Administrative Officer and Director, Finance & Treasurer. Attachments: 1. Report FIN 19-16 regarding Consulting and Professional Services for the Development of Financial System Specifications and RFP Proposal and Vendor Selection Prepared By: Approved/Endorsed By: Paul Creamer Senior Accounting Analyst, Internal Audit 248 Stan Karwowski Director, Finance &.Treasurer niter Eddy Director, Human Resources FIN 20-18 October 1, 2018 Subject: Selection of a New Finance and Human Resources Page 9 Information System Paul Bigio Director, rporat Services & City Solicitor Ray '1•drigues Manager, Supply and Services Dale Man a' ,,,- trc- rmation Technology Recommended for the consideration of Pickering City Council Tonyreved-I, P. Eng. Chi Administrative Officer 249 DICKERING ATTACHMENT #JTO REPORT# 1. / N ,_31) Ib' Report to Council Report Number: FIN 19-16 Date: October 17, 2016 From: Stan Karwowski Director, Finance & Treasurer Subject: Consulting and Professional Services for the Development of Financial System Specifications and RFP Proposal and Vendor Selection Recommendation: 1. That Report FIN 19-16 of the Director, Finance & Treasurer regarding Consulting and Professional Services for the Development of Financial System Specifications and RFP proposal and vendor selection be received; 2. That Council approve the hiring of Deloitte LLP for consulting and professional services in accordance with Purchasing Policy 10.03(c), as the assignment is more than $50,000.00; 3. That the fee proposal submitted by Deloitte LLP for Consulting and Professional Services for the Development of Financial System Specifications and RFP proposal and vendor selection in the amount of $110,740.00 (HST included) be accepted; 4. That the total gross project cost of $110,740.00 (HST included) and the total net project cost. of $99,725.00 (net of HST rebate) for Consulting and Professional Services for. the Development of Financial System Specifications and RFP proposal and vendor selection be accepted; 5. That Council authorize the Director, Finance & Treasurer to fund the total net project cost of $99,725.00 by a transfer from the Financial Systems Reserve; and 6. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: In 1997, the City purchased a new financial system, Vailtech, to address possible "Y2K" issues. The new financial system consisted of the following modules: property taxes, accounts payable, accounts receivable, general ledger and purchasing. The Vailtech financial suite cost approximately $50,000.00 and the City spent an additional $70,000.00 for implementation and training. In November of last year, Report FIN 27-15, Financial System Status Update was submitted to Council for information purposes. The report provided an update on the recent conversion of the property tax system from Vailtech to Tax Manager (TXM). Included in this report, was the Deloitte LLP (Deloitte) business case as it relates to the City's financial system which is attached for your information. 250 FIN 19-16 October 17, 2016 Subject: Consulting. and Professional Services for the Development of Page 2 Financial System Specifications and RFP Proposal and Vendor Selection The business case considered several alternatives including maintaining the status quo and various vendor strategy options. The business case recommends that the City pursue a new financial system. The new financial system will form the building block of the Enterprise Resource Planning (ERP) system. An ERP system is software that replaces many stand alone systems and manual work processes by integrating the functions into an automated system. Phase one of the project is to replace the accounts payable, accounts receivable, general ledger and purchasing systems. Phase two of the ERP system is to implement anew Human Resource system that is integrated with the financial system. Head count is tied to salaries that is linked to cost centres that makes the connection a natural "logical fit" for integration. Over the years, many municipalities have replaced their Vailtech financial systems with newer, more robust andintegrated financial management solutions. The trend today is to replace these legacy systems with ERP systems. The next step in the process is to develop a Request for Proposal (RFP) for a new financial system. This step includes developing the system specifications, RFP evaluations, arranging demonstrations and recommending a vendor. The goal of the new financial system is to accommodate the City's future growth due to Seaton and downtown intensification. In addition, replacing the current system will result in efficiencies that will reduce the time and effort spent on financial administrative processing, ensuring more resources can be dedicated to core business activities -and service delivery. Deloitte has been the City's auditor since January 15, 2002. They provide a variety of auditing, accounting and advisory services to a number of municipalities including six of eight local municipalities and. the Region of Durham. They are familiar with the City's current business and have a vast experience in the municipal sector to help ensure that the City's new financial system is capable of meeting the City's financial information needs for the next twenty to thirty years. In accordance with Purchasing Policy 10.03(c) where the project or annual cost of a consulting or professional service assignment is expected to be more than $50,000.00 and the initiating Director intends to acquire the services without obtaining written proposals, the Director shall submit a Report to Council to obtain approval to engage the services of a particular consultant. Staff are recommending Council approval of the fee proposal submitted by Deloitte for Consulting and Professional Services for the Development of Financial System Specifications and RFP Proposal and vendor selection in the amount $99,725.00 (net of HST rebate). 251 FIN 19-16 October 17, 2016 Subject: Consulting and Professional Services for the Development of Page 3 Financial System Specifications and RFP Proposal and Vendor Selection Financial Implications: 1. Project Costing Summary Fee Proposal . HST (13%) Total Gross Project Cost HST Rebate (11.24%) Total Net Project Cost $98,000.00 12740.00 $110,740.00 (11,015.00) $99,725.00 2. Approved Source of Funds 2016 Current Budget—Finance Approved Code Source of Funds Budget Required 2127.2392.0000 Financial Systems Reserve '$100,000.00 $99 725.00 Project Cost under (over) approved funds by $275.00 Discussion: The City of Pickering has an annual operating and capital budget that exceeds $122.0 million. Ensuring that the organization's finances and assets are managed in accordance with the requirements of the regulatory and statutory requirements requires a robust and secure enterprise -wide solution. In addition, the underlying financial processes must be efficient and effective, providing key financial information and indicators of performance to inform decision making by senior management, departments and Council. Last year, Deloitte undertook an analysis of the City's current financial system. The document is attached to this report. The Deloitte study reviewed the current accounting system and provides several options for the City to consider. The authors reviewed the "Status Quo" option and are recommending that this option not be pursued. The key issues and/or challenges with the current system are: • The City has 24 separate business applications processing financial information and these systems are not fully integrated, resulting in lost opportunities in efficiency and decision making. • Processes are manual and require significant staff effort leading to increased cost and financial risk. • Current system reports provide limited information and do not provide flexible reporting capability for. operational and management decision making. 252 FIN 19-16 October 17, 2016 Subject: Consulting and Professional Services for the Development of Page 4 Financial System Specifications and RFP Proposal and Vendor Selection • Current financial controls are manually intensive and rely on the experience and reliability of key finance staff. Phase 1 is to replace the core accounting systems: Accounts Payable, Accounts Receivable, General Ledger and Purchasing. Page 10 of Attachment 1 is a diagram of the current system and shows the relationship among the various other systems and how they are connected directly or indirectly to the City's financial core. Consulting Project Description Deloitte has proposed that the project work begin around the third week of October. The plan is to meet with key staff who work with various systems to obtain their vision for future systems and to discuss technology options. This phase of the project is expected to be completed by mid December. During this time, the consultant will also be writing the system specifications for the new financial system: In May 2017-, the "RFP" will be issued with an expected closing date of mid June. The next step will be to evaluate the various proposals and to conduct financial system demonstrations from the short listed vendors., Deloitte will help develop the evaluation criteria and provide assistance and guidance regarding the selection of the final vendor. During the vendor selection/evaluation stage, the City will entertain the use of a cloud based financial system. Any system selected will have to be evaluated and measured against all possible solutions including a "cloud based" system. - Attachments: 1. City of Pickering Financial System Review & Business Case 2. Deloitte Proposal Letter dated September 22, 2016 Prepared/Endorsed By: Stan Karwowski, MBA, CPA, CMA Director, Finance & Treasurer Recommended for the consideration of Pickering City Council Tony Prevedel, P.Eng. Chief Administrative Officer 7c 4 2016 253 Deloitte, City of Pickering Finance System Review and Business Case September 2015 254 255 ,iacgr • © DeloilteLLP and affiliated enUlles. 256 Overview! The Project. The City of Pickering (City) contracted with Deloitte to undertake a review of their finance system (Val!tech) and underlying processes. The assessment of financial processing includes: accounts receivable, accounts payable, purchasing, budgeting and forecasting. As the City is already moving to a new property tax system this area was not specifically considered for replacement. Current Systems. The City has at least 24 separate business applications processing financial information. These systems are not integrated and many are challenged in terms of functionality, reporting and vendor support. A significant amount of "donated labour"* is expended in achieving operating and reporting targets under the current system. In order to further enable the efficient and effective delivery of service, the City needs to modernize their technology landscape, with the core finance system as the anchor starting point. This report provides: • A recommendation that the City would benefit from an investment in a new finance system; • Implementation scope for a new finance system; • The related costs and benefits of a new implementation; and • A brief roadmap of activities for the City to consider as part of the procurement initiative. • The term donated labour refers to overtime hours that are incurred by management staff but not paid by the City. Management estimates this to be 300 — 500 hours a year within the finance department. 0 Deloille LLP and affiliated entitles. 4 257 Overview (continued) Benefits. Our assessment has identified numerous opportunities fo•r efficiency through process automation, approval workflows, integration, reporting and enhanced, fact -based decision making. Undertaking a finance system implementation is a significant change effort and requires full organizational buy in. However, the potential benefits are also significant in terms of efficiency, cost avoidance and effectiveness: Rationalize the number of business applications used to process financial transactions; • Avoid cost of adding new staff.to administrative processes as the organization grows; • Automate significant amounts of manual processes and activities with forms automation and system workflows; • • Enhance management's capability to lead the business based on timely, reliable and valuable information; . • Centralized mechanism to re -deploy manual effort to value added activities such as decision support and continuous improvement; • Rationalize redundant processes and duplicated efforts through enhanced integration of core systems; • Enhance internal controls and better mitigate financial and reputation risks; and • Position the City for taking advantage of technological advancements in the future (ex. mobile functionality) © Deloitte LLP and affiliated entities. • 258 5 Overview (continued) Business Case. The overall investment required is estimated at $3M — $4.7M in capital over two years, and an increase in the annual operating budget of $200K — $400K (plus inflation) starting in 2017. This investment is necessary to ensure the City is able to provide improved constituent service through its growth period. The City is under -invested in technology when compared to its peers. For example-, the City's 2014 IT operating budget is $8.70 per constituent when compared with an average of $17.34. Y . . ^I•I •li I l l� i { �r�l rl ��i l.i y44(11Ir`(:1��,WiyY�.j'�b 1 II'.1 ICi j. �{ i '{ •Yi If. Capital cost over 5 years $3.2M $3.6M $2.3M Operating cost over 5 years $1M $1.2M $2.3M Total $4.2M $4,8M $14.6M • A cloud solution represents a lower capital cost as hardware and related infrastructure is not required. However operating costs are higher due to the subscription fee model based on number of users. . • On premise solutions will require both production and backup hardware acquisition. © Delolite LLP and aMllated entities. G 259 The ca © Debate LLP and affiliated entities. 260 GO The City's growth path requires modernization of administrative technology The current financial processing environment presents several limitations to the City's future growth aspirations. Based on current projections the City is looking to add 60,000 residents by 2030, representing approximately 67% growth. In the context of approved development projects the City can expect an increase in transactional volumes, as well as a greater need to enhance operational controls, gain efficiencies, and provide better data for management decision making. 1. Vailtech is not sustainable — the current financial system has reached end of life after 15 years of use at the City. The system's ability to cope with future accounting requirements is limited and would result in further manual workarounds and increased demand on staff. 2. Workflows and approvals are manual — significant effort and paper shuffle is cumbersome to manage, leading to increased financial and reputation risk that is difficult to mitigate: 3. Limitations in budget forecasting for financial commitments — increases risk of over -commitment against project or department budgets and inability to maximize interest income on cash flow. • 4 Dispersed information management through "workarounds" — system inadequacies have inspired a proliferation of Excel in all departments, increasing risk of errors and data integrity in addition to efficiency losses. © Deloille LLP and affiliated enlilies. 8 261 he City's growth path requires modernization of administrative technology (continued) . . 5. Availability of adequate reporting — current system reports provide limited information and do not provide flexible reporting capability for operational and management decision making. • 6. • Insufficient automation for managing risk and ensuring financial control — controls are manually intensive and rely on the experience and reliability of key current staff, , 7. Lack of meaningful analytics -- the burden of effort Qn simply processing and managing information "has reduced capacity for value added analytics and fact based decision making. 8. Capital project procurement practices -- Current tools are not user-friendly resulting in manual contract and vendor management practices. . . O Deloitte LLP and affiliated entitles., g 262 Financial processing is disconnected and manually intensive Vihati6lai elated syttorns enyironmeht• _54 separate apolldatiotis vvIth 6 hterfaobt 10 Ore Valitedt 'theta ate nd inierfabe•points wIth asset/property manadeitientysterns.,• *. • Mlordsbfl Egbei Used as a Cole tool tot hiairitenanoe and ttatildlig Of fiaallIlles and linear asbeis. Limited eapabilitY fof repotting and enhanced debision YrakIng, • . . . .. Theta ho one Vieth/ Of Capital assets WIth dIffetent levels of Informalleo Stored h 011yWIds and excel spreadsheets. 'Mete h� alifornated project aobountInd dapabIllty, . Matflage Group Licenses Teclina • :*.Peti1C; •••:. (a§set§ • - • • .C1Rel .• lionn ,ss • -• ``‘' ,•;•'(0..1.44).*JfS 't. . • .•. ii.juldrI1116''' • * • • 101.P.(6.11•P ‘00.00-to4 •.•,•, . •. -6.-- 1 (parking and by law) Lottery Lidenses Class (recreatlov) Pet Licensing . . .. • Parklane Health and Safety • C• rystal Reporting ..Legend • .* manual interface • --0" automated interface • • Theta Maybe othetThlhor applications Within the cleparttnents hot tuflected here E -Z Labour Deloitte LLP and affiliated entities. ConstitUerit Management systems DRAFT 'I▪ solations online Payments • . ADP Payroll HR iNFo *ft— RBC Online (Pard) banking • _ • Microsoft Excel • Adrninistrative applications • 10 263 The City is under -invested in technology when compared to peers . Deloitte compared the City's operating and capital spend on information systems against comparable municipalities in Ontario. The data Is gathered from publically available sources and classifications of spend may differ across municipalities. The municipalities include: • Niagara Falls;, • Clarington; . • Chatham -Kent; and • Ajax. The table below demonstrates that the City is below average in all four financial metrics measured indicating an underinvestment in technology. It is noted that one of the comparator municipalities has undergone a recent ERP implementation which results in higher capital and operating investments in IT. • 1111661V, `... Nltiglara •Nall§ .dlaelugftii dHaHarti Awl , A # ;; '. ' ; ' AU Nagtit'uir'. •uti►iiytiNtiEnra, 'pleltihliigl: • 2014 IT operating budget/constituent • .$23.09 $3.39 $26,21 $17.69 $17.34 $8,70 2014 IT capital budget/constituent $4.28 $4.32 • $0.01* $4.40 $3,26 $2,14 2014 IT operating spend as a % of total operating budget 1.90% 0.47% .1.76% 3.00% 2% 1,3o% 2014 IT capital spend as a % of total capital budget 1.26% 2.26% - 9.01% 1.77% 4% ' 0,86% ,: Paplatloh- 821997 :,-.-:--,67,70.o. , , •' 05 992' 68,721 "Chatham -Kent is completing an ERP implementation and had high amounts of capital IT dollars allocation In 2011-2013, however 2014 dollars are minimal as the transition completes and costs shift to operating . 8 Deloitte LLP and affiliated entitles. 264 11 The risk of doing nothing about existing Finance systems • Maintaining the status quo exposes the City to various operational and financial risks. Municipal organizations can be tempted to direct funds towards constituent facing projects while neglecting administrative systems. However this approach comes at its own cost. Financial risk of error and fraud—manual internal controls have been developed to compensate for lack of system functionality. These controls are person dependent and susceptible to turnover risk. • Escalating costs to serve and administer — direct correlation of population to staff growth will continue to increase operating budgets. . • Contract management risk increases -- vendor contracts will grow in size and volume without a system to manage vendor performance and compliance. This risk is most relevant in the context of the City's manual and decentralized capital project accounting practices, • Key.person dependency risk increases — manual process workarounds rely heavily on the person processing. • Manually intensive financial processing and reporting — the City relies on significant amounts of unpaid overtime labour from key.management staff to achieve internal and.external reporting objectives. • Finance system failure - inevitably, the system will fail to meet requirements and the fix/upgrade will be challenging with. costs substantiallyhigher than a planned replacement. C�� Deloitte LLP and affiliated entities. .12 265 Projected benefits of a new Finance system The most desired benefit is to have a consolidated and integrated Finance system environment that will enable data capture and transaction processing at the source, with enhanced integration of operating and administrative systems. Allows for routing of transactions through a hierarchy for approvals. Provides work lists for users, Leverages email notifications for approvals. • Official ledger of the City for financial data with commitment control and encumbrances. • Department applications will interface financial information on a more timely basis. • Consistent service delivery to departments.; • Easier for, training, mobility of resource. • Automated processes aro more reliable and timely. Autaih1atr'd •°WurktluWs & ApprdVutti, • Automated controls are more reliable than manual. Ability to segregate key activities and route approvals. • Enables data capture at source, with routing for validation and approvals. 'Sn • Less manual intervention between systems. • Less data aggregation In "side" systems. Consistent data definitions and attributes. Drill down reporting capability. • Statistics ledger for KPIs and dashboards. • Decentralized report writing/analytics. • ©Deloitte LLP and affiliated entitles. 13 266 Conditions are present to support a successful change Finance management and staff believe that system implementation would result in operational' improvement and have a positive impact on the broad organization including reduced risk, increased controls, efficiencies, more reliable data and enhanced reporting capability. Across the organization the desire for change is driven further by a need to streamline purchasing processes andenhance project accounting capability. li "'• Itl�i��wiilfl+';�!'Y Value proposition:, 'In the principal areas of focus (AP, AR, GL, Purchasing), there is a general belief that modernized systems are necessary to continue to support growing demand, become more efficient and provide the platform for growth. An understanding of the rationale and benefits of a new system will need to be shared/adopted more broadly. • Communication planning. • Linking project to strategy and broad organizational benefits. • Realistic expectation setting. Stakeholder readiness: There is little stated or overt change resistance and a broad willingness to participate in early-stage assessment efforts. Once'a go- forward decision is made, stakeholder interests will need to be considered where the solution may impact outside of Finance. While support for standardization and process improvement exists, there is an entrenched way of doing business that will have to be addressed in the change plan. • Communication planning. • Cross -functional project governance. • Change readiness checkpoints with key • stakeholder groups. • Develop plans to engage broad stakeholder groups -in project design through implementation. • Role impact assessments. Competing Priorities: The ability to ensure organizational commitment to a finance system implementation will be critical to its success. This will include aligning resources and decision making processes. • Common project oversight and management group. © oeluille LLP and affiliated entities. 14 267 Determining a path forward • There is a need for new technology to enable the efficiencies in processing and increased effectiveness of reporting and decision support, therefore a formal RFP process is required to evaluate potential solutions. - The City should conduct an RFP for a solution rather than just the software, as this provides for comparable assessment of total cost of ownership, and can allow for better planning and budget estimating prior to contracting for the software license. • For this business case, we have assessed the options on the following slide, estimating costs and benefits only for option 3 and 4, as there are more available data points,,and it provides a high watermark of cost and benefits. - The RFP process will allow further assessment of options 2,3 and 4, with lower costs expected through a competitive process. - As the cloud marketplace is evolving rapidly, costs and benefits for option 4 are given based on 2014 price and contract structures. The City should assess vendor maturity and total cost of • ownership considerations as part of the future procurement process. - This business case should be updated prior to implementing the selected solution. 0 Deloitte LLP and affiliated entities. 15 268 ptions considered for systems renewal •3 V.: :lir, Ha . � � �' i� .e 1Fj;1Pi •.' , ti� > (rr'Is .. 1 �IT('"F � 1,40 ,,,,,f,•10 ,`� '�'.' I'Aij '4 ; : ;:� gILt; �y''}"Nte.4-.; 2y' "�" h;= ti'.. rat I7@T1 3', ' :Y�i'',�: 'y: :I siuro�9lv'.t..•.�- a ,. ��,�.• ap +' " ,! '•r•' ® 1. :?k; 1j Y';'1':l'' �., . • • . - i'.. '}Y r.i'i r �� �''prs 'i n; i. k .f 1' ��: 1• 3l•,, an '!K :�{,{ �;,�i; 1 t't. ,'#'11 lf'1 f.. i�J 1�^ 9 1 l ail '� � � g' ,.'y:r 2 x , ` y`a "` � lib . °P-� . �'f.•, { . �°'�� � t, E IY;, :.71 :. e.•,az y.:.ta�, .,f. v!{I'� HIGH Manual controls, not scalable, usability challenges. ..... .,,,is, ,.. .4;A'yi - • NEGATIVENEGATIVE Manual workarounds will continue. .. .�xAl.a. _. , ..a -, y'� Staff growth with increase in transaction volume. (ie. Capital) . . rn i.�r} - Alv.•3r)rF1[! .JI Not a viable option. '1 �� ' `� r:. f' �'��� til MODERATE ' MODERATE MODERATE �•',; + t��lN I•y;l r' t i ���1�., • •: �' `:Ji, �� F� a4: ,{�4, =� yet'} s� y:, tj? t- r d; '.Municipalities have faced issues with mid -market applications due to breadth of requirements. Functions, features and benefits better align with Tier 1 providers. Software less expensive, services appear to be lower but usually under- estimated. Evaluate further during RFP process. �( .y 4.1 ;fig. k(44t {fit' §:a :4 tri.'. f,}� U13Guw .� 1.11 fr' '- , M sominOm. ',.`i;`. ; = t�"�,E, '8' y , a' it f F:,, 'I . ' s� l LOW E Mature products with I "�i multiple municipal installations, available r skills in marketplace. HIGH High degree of automation,resource integration,•self service and ability to rationalize existing - business applications. HIGH More internal and external required, considered an investment for 20 years, not replacement again in 10 years. .Evaluate further during RFP process.. • 1'a !ii ;, 1,..1 iltt d i ',F, HIGH • MODERATE • MODERATE :i1f '0411* l' . ."' �,+� ° t�Y�t" mI� ak f- ,'t'� , •. �� .l; .v. ( Less proven, dependency ,a;y on service provider, few '. municipal examples. p p Expanding functionality is , quicker, high degree of automation, municipal functionality is not mature. Less capital investment,. more operating cost impact, nimble platform. Evaluate further during RFP process. © Deloitte LLP and affiliated entities. 15 269 rop e entatibn scop .opti © Delolite LLP and affiliated effiilies. 270 Implementation scope for a new system The intended scope is to replace Vailtech with new core finance system including general ledger, accounts payable, accounts receivable, and purchasing modules. A new property tax system as been acquired from the City of Mississauga which has already been integrated to core finance modules in other municipal environments. The desired outcomes and benefits from a new system are highlighted below. 1. Faster, better. reporting.— refreshed tools and reporting environments for leaders and end users. 2. Automated approvals — automated workflows, approvals and controls for users within the selected system. 3. Commitment accounting — new accounting structure with Commitment Accounting to improve budget management and timeliness of financial reporting for departments such as: a) Enhanced integration— with department applications, including Citywide, budgeting, recreation, property tax, and future capital asset management systems where real time integration will be required for commitment accounting; b) Drill down reporting — integration with detailed payroll data for enhanced drill down andanalysis; c) Simplified accounting structure — development and conversion of a new chart of accounts; and d) Comparative reporting conversion of prior and current year budget and general ledger transactions. Deloltte'LLP_ and affiliated entities. 10 271 Implementation scope for a new system (conUnued) 4. Enhanced vendor management —.integrated Payables, Purchasing, Inventory, Vendor Management and Contract Management to improve the overall efficiency and effectiveness of non -salary spend. 5. Improved stewardshipof capital — integrated Capital Projects and Assets to improve stewardship of the City's assets and capital spend (dependent on future asset management planning). 6. End user focus — deployment to end users with training, communications and post go -live support. © IJeloille LLP and affiliated entities. 19 272 Budget impacts — traditional ERP solution • The City has currently allocated $3,000,000 in its capital budget for 2017. To supporta conservative budgetary estimate, we are basing the budget on a Tier 1 or Cloud Solution. • In addition, the City .should consider operating budget impacts to ensure the system is adequately supported and kept current over its lifetime. • The most significant capital budget item is the implementation cost. These costs include configuration, data conversion, change management, and project management. Given the significance of the change the City should ensure that they are adequately supported through the implementation. JD Edwards Estimate :taut, e:: Kir ...: ' hi, .a; 7 PRINDigi illii MN V. :;T {.(l :1 ' cost Or i._ :i;" ?titWV VIM& ug: IPW Oill;rlitilg 0 !'"4412 i gg'i eitil 1 u i' 'A E, N810 :". titg'}; 11 11.9. g ti FIV .-R • Software, license 175,000.00 175,.000.00FInanclal and purchasing modules Includes production and disaster • recovery 450,000.00 900,000.002022 cost for hardware refresh — 1,200,000.00 100,000.00 - Hardware acquisition 450,000.00 Im.lemenlation 1,200,000.00 and certification 100,000.00 _raining I�lemenlatlon (internal) 400,000.00 400,000.00FInance and IT back011 support Contingency C110%) 232,500.00 232,500.00 Pre -Implementation costs 150,000.00 _ 150,000.00Readlness, RFP/procurement support ret .0/1461 a :- ..' .: ":i$iil 1. M600,a0._s'VG/J600i0 24:-._y_,: ::'' ' .:'-' $, _:Lf;.,. -: _:•=ate: ; ., ,......,/' ` 5::".:459,tl moo. $ 3116Yrg00:90 OperaOng cost. • -, ..__ , Software maintenance 37,840.00 2' 39,353.00 .40,927.00 42,565.00 44,267.00 46,036.00 250,990.0022% of sollware license +Imam 150,000.00 150,900.00 150,000.00 150 900.00 '150,000.00 800,000.00 1-2 FTE additional Support staff 50,000.00 rbtdl o ;opiid--..:...:.. r3 :* "-' '`'•••',;. ' 97is41i,o0: 1a>71'35K00 3 ' 119047.00:$' .'192,,606,06::$ t::'isd 2s7,9d`s -"1901058,404A066oe13d,001 • 6; a t9 •,s ::d<<;;A IN.0h04A .a0010,46*/ . 1/ ,0.i 6.10PA hati.ng/ta r " , 0, 10 : 06414ig ifili O4t0 .0.44$;; 12dP,4.8,66a © Deloltfe LLP and affiliated entities. 20 273 udget impacts — traditional ERF' solution (conflnu.ed) PeopleSoft Estimate tr8g c l flis ;; t -j�� ;y.:,a@8,�e!:4' oilf �8.tr�t'4'�a. , '± 81��`; n; "' '�N'1fi:'t f;'t'sssl'y UflffiTV itl't�i2.(f aba -iF v �ts��s , Ts11MO. t tlf:t74"5 .t ;� N -r , li ersy.,.s . : u-., ... _.._ _. r.r� ilUW1_-u.._._.».t _ __ ..., ..--_�..�.._ _ .. _7 _. f1L _ .. _.- _..d.-.tL ... _� �. ..� .._ U_'4-L�L•t ..t4.1��5[�'�[�j .�!OI.I II .iaeC<.�1:�:':• capital cost • Software.license 260,000,00 260,000.00 Financial and purchasing modules • Includes production and disaster . recovery Hardware acquisition 450,000.00 45%000.00 900,000.002022 cost for hardware refresh Implementation 1,500,000.00 1,500,000.00 • raining and ' certification 100,000:00 100,000.00 Implementation (internal) 400,000.00 400 000.00 Finance and IT backfill su. ,ort Contingency (10%) 286,000.00 5 285,000.00 Pre -Implementation .Readiness, RFP/procurement oats 150000.00' 150000,00su..art roiaraNdltfil , - S160.10,,,bb.{$'l;9bl;boa,t)ba$ 1 f_=2: ar-.4 '-r :i-F._$,r s> -:s .zt $,, 460 000;06.:sv11,000;60: O.erating cost • Software maintenance . 57,200.00 59 488.00 61,867.52 64,342.22 66,915.91 69,592.55 ' 379,408.2022%.of software license + Inflation Support staff 50 000.00 150 000.00 150 000.00 150 000.00 150 000.00 150 000,00 600 000.00 1 - 2 additional FTE 7'�(d!.8jidiAt!Nll':_41+?.$_= ? $ 1P7, 0O,do $,I2b9;d89,b0. $-,`, 11,807Agi$' at.4i34Zi22,d..;$Ili"I01.8,8'I:,';$u?210i0fil6.d=to a/lai406i$O1 • i6iti (r.(keL1 r 'ualil'rti.. i26b,a6A ..aj,'DOW—1,:,.a l: : 1 i' b;5 3122.)-` $ .- '6'';:0001000 $t! 0-,0li2,; Deloitte LLP and affiliated entities. 274 21 Budget impacts — cloud ERP solution The following quotation is based on available pricing from leading cloud solution providers. Given that the marketplace for cloud solutions. continues to mature, pricing models may vary by the time the City is ready for implementation. Costs for cloud solutions are similar to traditional ERP solutions with the primary differences being: No local hardware or disaster recovery site management; — Costing is based on a per user or transaction subscription fee model vs -the traditional software license and maintenance fee model; and — Support staff resources are typically required in finance, as opposed to IT. Traditional on -premise solutions typically require system and database. 1 . iif. :ITV 4, ' 1 Wilt;- rf: i ti;' (t: ql AT ., 1!(N i , kr! r , r a 1 .. 1 p_ltal cost ' i9 t .P' xxtt; {{�' f` „nu tt� - `(� i�i� n�� C y 3}�1 1 I.,JYt:;ft �ti • IE 1�..:i v®eFSG '�ti ii{HiSill,{ii •A�ttC,' 'i•f- '. WO 4{,y. lcg, • • Implementation 1,500,000.00 • 1,500,000.00 Training and certification 100,000.00 100,000.00 _ . • Finance and IT backfill support (lower than on -premise cost due to _ 320,000.00 potentially shorter timeline) • • • Implementation (internal) 320,000.00 Contingency (10%) 165,000.00 165,000.00 • Pre -Implementation costs 150,000.00 • _ • Readiness, RFP/procurement 150,000.00support 7u(4l'boltal.IY;:..,....;..-8$-�150_;666:U0,4;tJ1a2,606,60 _4::...:' s:,;;y..Siim • 1i'.:-$ i -..i:!$ .1 ,=': :1-,;.$4i-j;f .:_ :'g,2621608,06.) . • l peraf/ng cost Subsciptlon fee 250,000.00 250,000.00 250,000.00 257,500.00 • 265,225.00 286,443.00 1,660,168 Financials and purchasing • Su ort staff 50,000.00 150,000.00 150,000.00 '150,000100. 150,000.00 •150,000.00 800,000.001 - 2 additional FTE 409 500,bti•`. • ' it;'z25,661 >466,4• 40,0i ' • 2 a6916• 8.00' ....�...4...—....�c�.i_ .1,...,x..1 � S 4 z • j. Total:o etatle `_._ .: aoo 660,60:p'4o0, Oo 86 $ .406 6b0,4;, .........p:..._..�.,.r...�_....�_dit..:,.i,......u_...�_�.,J-,._ Y._.L_._...__..i..............17 41%l:�'- ♦, i,r':{:lf.11}:�' rPr i.1,�..?JA, !Ffi,I j,': , 1s':::,'i,_.:::. '41- ,';5^'. aii 1fikLkf4�A1�4114141�'1\�r YrWF.41%C:11.- fijirnadlhlpet 6d$?4oi601Qo¢x;4:$;bb6a6;066i6041,rA601,600aa4$?6,a0tln$,• $5166:,Sa14496b,$4i62I16@;66 22 275 Budget impacts — achieving basehre Although the costs involved are significant they represent the amounts necessary to bring the City's ' finance technology in line with municipal peers. The table below reflects how the comparator metrics shown above on slide 10 are impacted by the system implementation. • The budgetary impact during the implementation year greatly increase the capital budget/constituent ratio given high one time costs. . • Operating budget/constituent remains lower than the comparator average. • Overall metrics show a closer alignment with the comparator average at post -implementation, however • remain at the low end of municipal peers. This may be attributable to technology gaps in areas outside of finance. Comparator averages are likely to increase with inflation. i�, ":::'ly�. t{]'la, I ?i l l: {t ,, r".,. I „�'.�, ISI. .C'•I �t�.�I..l.. ;I ,4i���.l, d / �yztiA�;r.dMl' ',i �y .li r t, J 'lr.4;1,:• i CI.;ii!,,•;{: V(�Nr6fll Rl�[fl�;•`'�:'•','?•oto •Min :r iJi!ii•^':i;„ St I�gIL' R1 Hag , ,yet (,, r4f �r�:l��"{. I(9iJt III Ii.I,-IF';lj 1''. I - :s:: I 1: �� i:. •� trl��li�flti .; l�'33t {�IelTl�rll�llOfl ,'U. L, III 1 , i'•I91Y.� Iii nh IJ�rb�t�'; .. y�,., ...} L,.� d.,t. jdi ..1 n��;y in l: •'� ' 1.}- _I�. '''': .$ `41iN f•ig 110': �itl IHI G:.� ` ,100! I�1' � i1:(. , .i; .t �•,,.':.4`.!. h ��, .I I .I� ;��tl '�l. ,4. :/��5 �dti� r �'�l I s;;: �� ':t, �l'. IM:�..,10i;!..:`. r'� I...Y sl: I I,:' i` g 4 1''' . :�� f;:::',u.... ' ,.. ,.. '4.::: - rl'7�fi7.�.-. r �`F �. :i9kes. IT operating budget/constituent $8.70... �.. $17,34 $13.93 $11.02 IT capital budget/constituent $2.14 •.... '... ,.. $3,25$33.81 • $3.86 IT operating spend as a_`)/0 of total operating budget 1,30% _ _ . 2% 2% 1% IT capital spend as a % of total capital budget . 0.36% • . • . 4% 5% 1% Key notes/assumptions: • 2017 metrics are based on the City's current population (2011 census). • 2022 metrics are based on forecasted population growth (60,000 increase by 2030; assuming linear growth). • 2022 represents the year the City would invest in.a hardware refresh if an on -premise solution is selected. • Total operating and capital budgets in 2017 and 2022 are based on 2014 budgets plus 4% inflation and increase in system implementation costs only (other factors impacting total budget increases have not been included). CIIy of Pickering -Finance System Business Case (DRAFT) 276 23 Implementation plan -- internal project roles The City will need to identify resources for the following project roles, drawing from central Finance and . Finance support staff in the departments: . Some roles will need to be dedicated and fully backfilled, while other roles will require participation on an "as needed" and scheduled basis for key workshops, testing and training activities. ,i I'l l 1 I •08.001'60'ty�l , �� , . „ . f rO.R. ilitidid , i v'6: t r• -r r ?' : I" 1, a , ((; , .u, ' y tIVII ill ,' , ' ', ;t Steering Committee Director/Treasurer level. 8 hours/month, scheduled meetings. Project progress reporting, issue resolution, oversight and governance. - Project. Management Finance and IT manager level. 35 hours/week, fully . backfilled and residing in project team office. Hands-on project management of functional and technical project components. Project Advisory Group Managers from operational departments and central Finance 15 - 25 hours/month, scheduled workshops and meetings. • Design workshops; decision making input, . issue resolution, testing oversight, training.. Project Team Members Analysts, staff from operating departments and central Finance. 35 hours/week, fully backfilled and residing in project team office. System design, configuration, testing, data conversion, integration, user access requirements, training and sustainment. Subject Matter Experts • Analysts, staff from operating departments and central Finance. 15 — 25 hours/month, scheduled workshops, activities and meetings. Provide input to design, conversion, testing, training; lead for deployment into operating department. © Deloil(e LLP and affiliated entitles. 24 277 Next steps for a Finance system implementation 1., Develop detailed business requirements for finance system modules in scope. 2. Consider procurement options and begin development of the RFP fora Finance Management System solution (Le. Technology then Implementer or together). 3. Develop a project resourcing plan, including strategy for backfilling. 4. Present business. case to council for approval of capital. 5. RFP process to select an System Vendor and System Integrator. 6. Contract awards and negotiations with vendors. 7. Implementation of a solution in 2017. • " Resourcing plan Proourernent options. • - Retlin RFP proparatIon Sehlor Managoroant and GoUnoil adoption of plan In prinolple. • • m Delollte LLP and affiliated enlilfes. 278 • ptilut nn seledtion.and • • carrlradthig • j Go�liVE PInariblal systetn ! P res •. ' • i. I rtt p i e rn a ri t o tI o n DeIoitte.o Deloitte, one of Canada's leading professional services firms, provides audit, tax, consulting, and financial advisory services. Deloitte LLP, an Ontario limited liability partnership, IS the Canadian member firm of Deloitte Touche Tohmetsu,Limited. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms; each of which is a legally separate and independent entity. Please see www.deloitte.comlabout for a detailed description of the legal structure of Deloitte Touche Tohmatsu Limited and its member firms. The information contained herein is not intended to substitute for competent professional advice. © Deloitte LLP and affiliated entities. 279 September 22, 2016 Mr. Stan Karwowski Division Head, Finance & Treasurer City of Pickering One The Esplanade - Pickering, ON L1V 6K7 Dear Mr. Karwowski: -ATTACHMENT# I2 TO REPORT111 fq-4 Deloitte LLP Bay Adelaide East 22 Adelaide Street West Suite 200 Toronto ON, M5H 0A9 Canada Tel: 416-601-6150 Fax: 416-601-6151 www.deloitte.ca Re: ERP Selection Advisory This letter confirms the proposed engagement of Deloitte LLP ("Deloitte" or "we" or "us") by City of Pickering ("Pickering" or the "City") to advise the City in their Enterprise Resource Planning (ERP) selection. Deloitte will perform this engagement subject to the terms and conditions set forth herein and in the accompanying Appendix A. Scope of services City of Picking has requested Deloitte to advise with the ERP selection process starting with gaining an understanding of the current business processes and systems'to the development of their Request for Proposal (RFP) specification package of their ERP package. Deloitte will perform the agreed-upon services under the direction of City management to assist management with respect to identifying the requirements for an ERP solution, including the following activities and deliverables (collectively, the "Services"): Phase 1: Current State Assessment Deloitte will perform the following agreed-upon services under the direction of management to identify the requirements for a new ERP system: • Workshops with Pickering to review: o Current state - Current business processes including Budgeting and Forecasting, Purchasing and Accounts Payable, Revenue and Accounts Receivable, Management Reporting, Finance, Payroll; Capital Assets, HR - Current systems landscape - Challenges in current systems and processes o Future state • - - Vision for future state systems landscape and functional scope - Develop list of requirements for future state -- Discuss potential technology options o Organizational technology standards and requirements • Document workshop findings • Workshop to review deliverable and finalize the requirements • Attend discovery calls from. vendors, with management, as a technical advisor - - • Advise management on preparing specifications for the RFP 280 September 22, 2016 Page 2 Deliverables include: • Summary of the workshops (processes maps, IT map, findings and requirements) • Selection approach and next steps • RFP specifications Phase 2-3: RFP Development, Demonstrations and Evaluation • • Advise the City as they liaise with vendors and provide clarifications and responses during the RFP bidding period • Advice and perspectives' on management's drafted evaluation framework (Deloitte can provide a generic template upon which 'City of Pickering can draft its framework) • Participate on the evaluation committee to read vendor submissions sent to City of Pickering • Advice and perspectives on management's drafted demo evaluation scorecard (Deloitte can provide a generic template upon'which City of Pickering can draft its scorecard) • • Attend, with management, initial demos with 3-4 vendors • Advice and perspectives on management's drafted detailed demo scenarios and expectations document • Attend detailed demonstrations with 2=3 vendors with management as a technical advisor • Advise management as they debrief discussions and make their selection • • Attend proposal presentations from vendors, with management, as a technical advisor • Advise management as they make their fmal selection Deliverables include: • RFP evaluation scorecard template • Initial demo evaluation scorecard template • Detailed demo scenarios and expectations template •• Detailed demo evaluation scorecard template Phase 4: Contracting •. Support the drafting of further clarifications' and attend reference calls • Advise management as they review the services and software agreements from vendor, as well as the statement of work • Provide final considerations and next steps related to preparation for the implementation Advisory work relating to subsequent phases (e.g. implementation quality oversight, etc.) are to be . addressed as a separate engagement. The work product of this engagement will consist of providing verbal and written comments as well as observations, insights and perspectives. In some cases, such documents may be initially drafted by Deloitte personnel for City of Pickering management's consideration. In all cases, management will be responsible to review and make ultimate decisions with respect to approval, modification, acceptance and use of such documents. Timing of the Services Pursuant to conducting all related workshops and demos according to the suggested timeline and milestones in the project plan, we expect to start this engagement in October 2016 and conclude Phase 1 of the engagement by end of November 2016. 0 281 September 22, 2016 Page 3 Phases 2, 3 and 4 of the engagement pertaining to the RFP, Demonstrations, Evaluation and Vendor Selection as well as Contracting work are scheduled to commence in May 2017 and conclude by end of July 2017 This timeline has assumed that for the months of December 2016 through to April 2017 no further work related to this engagement will be performed. This timeline also assumes that the RFP will be issued to the vendors during the first week of May 2017. A detailed workplan can be found in Appendix B. Acknowledgments and agreements The City specifically acknowledges and agrees to the following: 1. The performance of the Services does not constitute an engagement to provide audit, compilation, review or attest services in accordance with professional standards issued by the Chartered Professional Accountants of Canada ("CPA Canada") and, therefore, Deloitte will not express an opinion or any other form of assurance with respect to any matters (including, without limitation, compliance with Public Sector Accounting Standards). 2. This engagement cannot be relied on to disclose internal control deficiencies, errors, or fraud should they exist. Deloitte has no responsibility for updating the Services performed or for performing any additional services, except as agreed to in writing with the City. 3. Management's purpose for engaging Deloitte to perform the Services is to assist management's own resources in selecting an ERP software and not to obtain an opinion from Deloitte. 4. The City shall be solely responsible for, among other things: (a) making all management decisions and performing all management functions; (b) designating one or more individuals who possess suitable skill, knowledge, and/or experience, preferably within senior management to oversee the Services; (c) evaluating the adequacy and results of the Services; (d) accepting responsibility for the results of the Services; and (e) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities. Deloitte will not perform any management functions, make any management decisions or implement any solutions or processes. 5. All management decisions and final conclusions reached in connection with this engagement will be the responsibility of the City. Deloitte will not make any decisions or assessments. 6. The City will be solely responsible for all decisions regarding the accounting treatment of any item or transaction and acknowledges that the Services do not include the recording of any amounts in the City's books or records. All amounts derived from the performance of the Services will be reviewed and approved by, and will be the responsibility of, the City's management. 7. The nature, scope, and design of the Services are solely the responsibility of the City. Deloitte will rely, without independent verification on the facts, information and assumptions provided by the City. 8. Deloitte can act as a project manager over Deloitte personnel; however, Deloitte cannot coordinate or oversee the work of City or vendor resources. Deloitte can maintain a draft status scorecard of progress made towards achieving management's action steps and reporting on such to management. Management retains overall responsibility for the plan, management of City employees and reporting to other City executives and/or the board of directors. 9. Deloitte may be involved in City led meetings and Committees. Deloitte may participate and provide insights/advice based on best practices or process in these sessions as a technical advisor, but Deloitte will not lead these sessions. 10. Deloitte cannot provide any forecasts, projections or budgets which could be used by the City for financial statement or budgeting purposes. This includes any cost assessments for various design models or builds. 11. Deloitte will not be designing or implementing the hardware or software system that aggregates source data underlying the financial statements or generates information that is significant to the financial statements or other financial information systems taken as a whole. 12. All communications with vendors are forwarded to the City of Pickering management 282 September 22, 2016 Page 4 13. Deloitte will not negotiate with, or commit City of Pickering to any commitment. or contract Engagement team For this engagement we have assembled a team of highly skilled senior individuals who bring unique experience managing technology assessments, as well as finance function transformations from planning through to implementation. Mike Goodfellow will be the Lead Engagement Partner, and has overall responsibility for all aspects of this engagement. Mike will ensure that your expectations for our performance are both understood and exceeded. In this role, Mike is supported by a team that is responsible for the oversight and execution of our advisory services Vanessa Medeiros Coqueiro, Senior Manager, Assurance & Advisory will serve as the engagement manager and have responsibility for the execution of this engagement. Brandon Braganza, Manager, Assurance & Advisory will assist in delivering the project, and Matthew Colley, Senior Manager, Assurance & Advisory will serve as a Subject Matter Expert. This engagement team may, as necessary, call upon additional personnel either within Deloitte or a member firm of Deloitte Touche Tohmatsu Limited to assist in performance of the Services. Fees The upset limit for this engagement is: Fee for services: $90;000 Disbursements (including travel, photocopying, gas, hotels, etc): $8,000 Total Cost: $98,000 HST: $12,740 . Total: $110,740 The fees quoted for the Services are based on certain assumptions and our understanding of the engagement scope as outlined in this letter. Disbursements, such as but not limited to: travel, photocopying, gas, hotels, etc will be billed separately and during the execution of the Work. Other matters This engagement letter, including the appendices attached hereto and made a part hereof, constitutes the entire agreement between the City and Deloitte with respect to this engagement and supersedes all other prior and contemporaneous representations, understandings, or agreements between the parties, whether written or oral, relating to this engagement and may not be amended except by mutual written agreement of the City and Deloitte. If the above terms are acceptable to you and the Services described are in accordance with your understanding, please sign the copy of this engagement letter in the space provided and return it to us. We recognize the importance of this initiative and appreciate the opportunity to assist you in this assignment. If you have any questions or comments regarding our proposal, please contact me at mgoodfellow • ,deloitte.ca or at 416-643-8027. 283 September 22, 2016 Page 5 Yo -urs truly, Mike Goodfellow Partner The services and terms set forth in this contract.are accepted and agreed to by City of Pickering management Signature Name Title Date 284' September 22, 2016 Page 6 Appendix A General business terms City of Pickering 1. Contract and parties. a. The engagement letter and attached schedules, appendices and attachments (the ."Engagement Letter") issued by Deloitte LLP ("Deloitte") and addressed to the entity specified in the Engagement Letter (the "City"), and these General Business Terms (together, the "Contract") constitute the whole agreement between the City and Deloitte in relation to the services, deliverables and work product described in the Engagement Letter (the "Services"). For the purposes of this Contract, the "City" shall include such City's subsidiaries and affiliates as specifically identified in the Engagement Letter or, if none are identified, all the City's subsidiaries and affiliates (together with the City, the "City Group"). The City represents and warrants that it has the power and authority to execute this Contract on behalf of, and to bind, itself and its subsidiaries and/or affiliates identified in the Engagement Letter or if none identified those forming part of the City Group. b. This Contract is between the City and Deloitte. The City hereby agrees that Deloitte may use the services of any Deloitte Touche Tohznatsu Limited member firm and its respective subsidiaries and affiliates (including those operating outside of Canada) or, with the consent of the City, the services of any other party .(collectively, "Subcontractor"). The City's relationship is solely with Deloitte as the entity contracting to provide the Services. Each party is an independent contractor and neither party is, nor shall be considered to be, the other's agent, distributor, business partner, fiduciary, joint venturer, co-owner, or representative. Deloitte remains responsible to the City for all of the Services under this Contract, including Services performed by Subcontractors. Accordingly, to the fullest extent possible under applicable law, none of the Deloitte Entities (as defined below) (except Deloitte) will have any liability to the City and the City will not bring, and will ensure that no other member of the City Group brings, any claim or proceedings of any nature (whether in contract, tort, breach of statutory duty or otherwise and including, but not limited to, a claim for negligence) in any way in respect of or in connection with this Contract against any of the Deloitte Entities (except Deloitte). c. "Deloitte Entities" means Deloitte Touche Tohmatsu Limited ("DTTL"), a UK private City limited by guarantee, its member firms and their respective subsidiaries and affiliates (including Deloitte), their predecessors, successors and assignees, and all partners, principals, members, owners, directors, employees, subcontractors and agents of all such entities. Neither DTTL nor, except as expressly agreed herein, any of its member firms has any liability for each other's acts or omissions. Each of the member firms of DTTL is a separate and independent legal entity operating under the names "Deloitte", "Deloitte & Touche", "Deloitte Touche Tohmatsu" or other related names; and services are provided by member firms or their subsidiaries or affiliates and not by DTTL. 2. Responsibilities of the Client. The City shall cooperate with Deloitte in the performance by Deloitte of the Services, including, without limitation, providing Deloitte with reasonable facilities and timely access to data, information and personnel of the City. The City shall be responsible for the performance of its personnel and agents, for the timeliness, accuracy and completeness of all data and information (including all financial information and statements) provided to Deloitte by or on behalf of the City. Deloitte may use and rely on informationand data furnished by the City or others without verification. Deloitte's performance shall be dependent upon the timely performance of the City's responsibilities hereunder and timely decisions and approvals of the City in connection with the Services. Deloitte shall be entitled to rely on all decisions and approvals of the City. 3. Payment of invoices. Deloitte's invoices are due and payable by the City within 30 days of receipt by the City. Without limiting its rights or remedies, Deloitte shall have the right to suspend or terminate the Services entirely or in part if payment is not received within sixty (60) days of the invoice date. 285 • September 22, 2016 Page 7 The City shall be responsible for all taxes, such as federal, provincial or other goods and services or sales taxes, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the Services, other than Deloitte's income and property taxes. Expenses will be stated separately on the invoices. To the extent that Deloitte personnel are required to perform part of the Services in the United States of America ("U.S. Business"), the City and Deloitte agree to assign performance of the U.S. Business to Deloitte Canada LLP, an affiliate of Deloitte. All services performed by Deloitte Canada LLP shall beperformed under the direction of Deloitte which shall remain responsible to the City for such Services. 4. Term. Unless terminated sooner in accordance with its terms, this Contract shall terminate once the Services have been performed. This Contract may be terminated by either party at any time, with or without cause, by giving written notice to the other party not less than thirty (30) calendar days before the effective date of termination, provided that in the event of a termination for cause, the breaching party shall have the right to cure the breach within the notice period. In the event of termination, the City agrees to compensate Deloitte under the terms of the Engagement Letter for Services performed and expenses incurred through the effective date of termination. Deloitte may terminate this engagement with immediate effect upon written notice to the City if Deloitte determines that (i) a governmental, regulatory or professional entity (including, without limitation, provincial accounting institutes, Canadian and foreign securities commissions, the Canadian Public Accountability Board and the Public City Accounting Oversight Board (United States)) or an entity having the force of law has introduced a new, or modified an existing, law, rule, regulation, interpretation or decision the result of which would render the performance by Deloitte of any part of the Contract illegal or otherwise unlawful or in conflict with independence or professional rules, or (ii) circumstances change (including, without limitation, changes in ownership of the City or any of its subsidiaries or affiliates) such that the performance by Deloitte of any part of the Contract would be illegal or otherwise unlawful or in conflict with independence or professional rules. 5. Confidentiality. a. To the extent that, in connection with this Contract, Deloitte comes into possession of information relating to the City which is either.designated by the disclosing party as confidential or is by its nature clearly confidential (the "Confidential Information"), Deloitte shall not disclose such Confidential Information (including Personal Information as defined below) to any third party without the City's consent, except as follows. The City hereby consents to Deloitte disclosing such Confidential Information (a) to legal advisors, external and internal auditors, insurers, other Deloitte Entities or as may be required or permitted by law, regulation, judicial or administrative process, or in accordance with applicable professional standards, or in connection with potential litigation; (b) to a Subcontractor, and the City acknowledges that, by such consent, the Confidential Information disclosed may be subject to the domestic and international laws applicable to the Subcontractor; or (c) to the extent such Confidential Information (i) shall have otherwise become publicly available (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a disclosure by Deloitte in breach hereof, (ii) becomes available to Deloitte on a non -confidential basis from a source other than the City which Deloitte believes is not prohibited from disclosing such information to Deloitte by obligation to the City, (iii) is known by Deloitte prior to its receipt from the City without any obligation of confidentiality with respect thereto, or (iv) is developed by Deloitte independently of any disclosures made by the City. to Deloitte of such information. b. All Services are only intended for the benefit of the City for its internal use and City agrees that such Services and any work product prepared by Deloitte and delivered to the City will not be circulated, quoted, disclosed or referenced to any other third party except as provided above or in the Engagement Letter. The mere receipt of any work product or advice by any other persons is not intended to create any duty of care, professional relationship or any present or future liability between those persons and Deloitte. As a consequence, if copies of any work product or other . advice (or any information derived therefrom) are provided to others under the above exclusions, it is on the basis that Deloitte owes no duty of care or liability to them, or any other persons who subsequently receive the information. 286 September 22, 2016 Page 8 c. In addition, the City acknowledges and agrees that to the extent a Deloitte Entity is the independent auditor of any entity in the City Group, any information that comes to the attention of Deloitte in the course of performing this Contract may be considered and used by the Deloitte Entity independent auditor in the context of responding to its professional obligations as the independent auditor for the City. d. The City agrees to reimburse any costs any Deloitte Entity or any Subcontractor may incur in complying with any legal, professional or regulatory disclosure requirement relating to any of the Services imposed in any proceedings or regulatory process not involving any substantive claim or proceeding against any such Deloitte Entity or Subcontractor, provided the City is notified promptly and, where reasonably or legally possible, prior to disclosure. e.. Deloitte acknowledges that any submissions and information exchanged shall become a record belonging to the City and therefore is subject to the Municipal Freedom of Information and Protection of Privacy Act. This provincial law gives individuals, businesses and other organizations a legal right to request records held by the City, subject to specific limitations. Deloitte should be aware that it is possible that any records provided to the City, including but not limited to, pricing, technical specifications, drawings, plans, audio-visual materials or information about staff, parties to the bid or suppliers could be requested under this law. • Records relating to the contract could possibly be released under MFIPPA..If Deloitte believes that all or part of the quote should be protected from release, the relevant parts should be clearly marked as confidential. PIease note that this will not automatically protect the submission from release, but it will assist the City in making a determination on release if a request is made. The identity of all companies, as well as total prices, may be available to the public subject to the City's Purchasing Policy. 6. Limitation on warranties. This is a services engagement. Deloitte warrants that it shall perform the Services in good faith and with due professional care. Deloitte disclaims all other warranties, either express or implied, including, without limitation, warranties of merchantability and/or fitness of the Services for a particular purpose. 7. Limitation on damages. Deloitte, any other Deloitte Entity and their respective personnel, ifand only to the. extent it is determined such other Deloitte Entity and its respective personnel have a liability, shall not be liable to the City Group for any claims, liabilities, losses, damages, costs or expenses relating to this Contract, the Services and the Deliverables (as defined below) ("Claims") for an aggregate amount in excess of the fees paid by the City to Deloitte, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of Deloitte, or any other Deloitte Entity or their respective personnel. In no event shall any Deloitte Entity (including Deloitte) or its respective personnel be liable for any loss of use, data, goodwill, revenues or profits or failure to realize expected savings (whether or not deemed to constitute direct Claims) or any consequential, special, indirect, incidental, punitive or exemplary loss, damage, or expense relating to this Contract, the Services and the Deliverables. In circumstances where all or any portion of the provisions of this section are finally judicially determined to be unavailable, the aggregate liability of Deloitte, any other Deloitte Entity, any Subcontractor and their respective personnel for any Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, whether in contract (including fundamental breach), statute, tort (including negligence) or otherwise. If the liability exclusion for Deloitte Entities and Subcontractors provided in section 1 (b) is for any reason not effective, then the limitations on liability provided for in this section 7 shall apply to Deloitte Entities and Subcontractors as if they were named therein. 8. Indemnification. The City shall indemnify and hold harmless Deloitte, any other Deloitte Entity and their respective personnel from all third party Claims related to the Services, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of Deloitte, any other Deloitte Entity or any of their respective personnel. In circumstances where all or any portion of the provisions of this paragraph are finally judicially determined to be unavailable, the aggregate liability of Deloitte, other Deloitte Entities and their respective personnel for any third party 287 September 22, 2016 Page 9 Claim shall not exceed an amount which is proportional to the relative fault that their conduct bears to all other conduct giving rise to such Claim. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, whether in contract (including fundamental breach), statute, tort (including negligence) or otherwise. 9. Limitation on actions. No action, regardless of form, relating to this Contract or the Services, may be brought by either party more than two years (or the applicable period under any mandatory statutory limitation period in the relevant jurisdiction) after the cause of action has accrued under applicable law 10. Ownership of work product and work papers. a. To the extent that Deloitte utilizes or develops any of its property (whether tangible or intangible) in connection with this Contract, such property, including work papers, shall become the property of the City. Any intellectual property and proprietary rights in the material provided by City Group for performing the Services shall remain the property of the City Group. City acknowledges that Deloitte, in connection with performing the Services, may develop or acquire general experience, skills, knowledge, and ideas that are retained in the memory of its personnel. The City acknowledges and agrees that Deloitte may use and disclose such experiences, skills, knowledge. b. All working papers, files and other internal materials created or produced by Deloitte related to this engagement that are not Deliverables are the exclusive property of Deloitte. 11. Force majeure. Neither party shall be liable for any delays or nonperformance resulting from circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate by the other party (including, without limitation, entities or individuals under its control, or any of their respective officers, directors, employees, other personnel and agents), acts or omissions or the failure to cooperate by any third party, fire or other casualty, act of God, epidemic, strike or labour dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority. 12. Non -solicitation. Deloitte and the City each agree not to directly or indirectly solicit, employ or engage, any personnel of the other party involved in this engagement for a period of six (6) months following any such personnel's involvement with the provision of the Services or otherwise directly connected with this Contract, except where an individual responds directly to a general recruitment campaign. 13. Communications. a. Except as instructed otherwise in writing, each party may assume that the other approves of properly addressed fax, email (including email exchanged via internet media) and voicemail communication of both sensitive and non -sensitive documents and other communications concerning this Contract, as well as other means of communication used or accepted by the other. b. It is recognized that the internet is inherently insecure and that data can become corrupted, communications are not always delivered promptly (or at all) and that other methods of communication may be appropriate. Electronic communications are also prone to contamination by viruses. Each party will be responsible for protecting its own systems and interests and will not be responsible to the other on any basis (contract, tort or otherwise) for any loss, damage or omission in any way arising from the use of the internet or from access by Deloitte personnel to networks, applications, electronic data or other systems of the City Group. 14. Privacy. Deloitte and the City acknowledge and agree that, during the course of this engagement, Deloitte may collect personal information about identifiable individuals ("Personal Information"), either from the City or from third parties. Deloitte's services are provided on the basis that the City has obtained any required consents for collection, use and disclosure to us of Personal Information required under applicable privacy legislation. The City and Deloitte agree that Deloitte will collect, use and disclose Personal Information on behalf of the City solely for purposes related to completing this engagement, related engagements, or providing services to the City and Deloitte shall not collect, use and disclose such Personal Information for Deloitte's own behalf or for its own purposes. 288 September 22, 2016 Page 10 15. Anti -money laundering. Under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), Deloitte and its personnel are required to report any. (a) attempted or completed suspicious transactions (transactions which are reasonably suspected to be related to the commission of a money laundering or terrorist financing offence), (b) terrorist property that comes into the possession of Deloitte, and (c) large cash transactions (receipt by Deloitte of over $10,000 Canadian or equivalent in cash) to the Financial Transactions and Reports Analysis Centre of Canada, a government agency. The Act specifically prohibits Deloitte from informing a client that a report has been made. 16. Entire agreement, modification and effectiveness. Nothing discussed prior to execution of the Engagement Letter induced, nor forms part of, the Contract unless as specifically set out in this Contract. This Contract supersedes any previous agreement, understanding or communication, written or oral, relating to its subject matter. No variation to the Contract shall be effective unless it is documented in writing and signed by authorized representatives of both parties, provided, however, that the scope of Services set forth in the Engagement Letter may be changed by agreement of the parties in writing, including by e-mail or facsimile. If Deloitte has already started work (e.g. by gathering information; project planning or giving initial advice) then the City agrees that this Contract is effective as of the start of such work. 17. Assignment. Except as provided in paragraph 1, no party may assign, transfer, or delegate any of its rights or obligations relating to this Contract without prior written consent of any other party. Neither party will directly or indirectly agree to assign or transfer to a third party any claim against the other party arising out of this Contract. 18. Governing law and submission to jurisdiction. This Contract, including exhibits and all matters relating to it shall be governed by, and construed in accordance with, the laws of the province of Ontario Any action or proceeding arising out of or relating to this Contract or the Services shall be brought and maintained exclusively in the courts of the province of Ontario. The parties hereby expressly and irrevocably (i) submit to the exclusive jurisdiction of such courts for the purposes of any such action or proceeding and (ii) waive, to the fullest extent permitted by law, any defense of inconvenient forum to the venue and maintenance of such action in any such courts. 19. Survival and interpretation. a. Any provisions of the Contract which either expressly or by their nature extend beyond the expiration or termination of this Contract shall survive such expiration or termination, including, without limitation, sections 1(b), 5, 6, 7, 8, 9, 10, 12, 16, 17, 18, 19 and 20. b. Deloitte Entities are intended third party beneficiaries of this Contract and any Deloitte Entity may in its own right enforce such terms. c. If any provision of this Contract is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth herein. 20. Qualifications. Notwithstanding anything herein to the contrary, Deloitte may use, with prior written approval from the City, the name of the City, refer to this engagement and the performance of the services in marketing, publicity'materials and other material, as an indication of its experience, and in internal data systems. 289 Cdp DICKERING By-laws October 1, 2018 7658/18 Being a by-law to adopt Amendment 32 to the Official Plan for the City of Pickering (OPA 18-003/P) [Refer to New and Unfinished Business pages 211 to 215] 7659/18 Being a by-law to amend Restricted Area (Zoning) By-law 7364/14, to implement the Official Plan of the City of Pickering, Region of Durham, for land at Part of Lot 23 & 24, Concession 5, City of Pickering (A 07/18) [Refer to New and Unfinished Business pages 217 to 220] 290