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Home My WebLink AboutPLN 22-19DICKERING cdy Report to Council Report Number: PLN 22-19 Date: December 16, 2019 From: Kyle Bentley Director, City Development & CBO Subject: Universal City Precinct Plan Unique AT Holding Corporation, Universal City One Developments Inc., Nal -Band Holdings Inc. — Gestion Nal -Band Inc. Part of Lots 21 and 22, Concession 1 (1454, 1462, 1470 and 1474 Bayly Street) Files: D-1100-098 and A 10/19 Recommendation: 1. That City Council approve the Universal City Precinct Plan as generally illustrated in Appendix I, subject to any modifications identified through the Site Plan Approval process and implementation matters that may arise in the course of preparing the agreements referred to in Recommendations 2, 3 and 4; 2. That City Council authorize the execution and registration on title of the Infrastructure Agreement for the H6 Block, substantially in the form attached as Appendix II, between the City and the participating landowners (Unique AT Holding Corporation, Universal City One Developments Inc., and Nal -Band Holdings Inc. — Gestion Nal -Band Inc.) to implement the Universal City Precinct Plan, such agreement to be in a form satisfactory to the Director, Corporate Services & City Solicitor; 3. That City Council authorize the execution and registration on title of the Master Development Agreement, substantially in the form attached as Appendix III between the City, Unique AT Holding Corporation and Universal City One Developments Inc., such agreements to be in a form satisfactory to the Director, Corporate Services & City Solicitor; 4. That Zoning By-law Amendment Application A 10/19 to amend City Centre Zoning By -law -7553/17, as amended, to remove the "H6" Holding Symbol on lands municipally known as 1454, 1462, 1470 and 1474 Bayly Street, as set out in Appendix IV, be enacted by Council. 5. The appropriate City officials be authorized and directed to take the necessary action to give effect thereto. Executive Summary: The participating Downtown Pickering Landowners Group has submitted a Precinct Study for the lands located on the north side of Bayly Street, south of Highway 401, east of the Pickering GO Station and west of Sandy Beach Road in support of removing the "H6" Holding Symbol on their lands (see Attachment #1, Air Photo Map). PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 2 The submitted Precinct Plan is a collaborative effort between the participating Downtown Pickering Landowners Group and City staff, which began with the Downtown Pickering Visioning exercise in 2011, to facilitate a high density mixed-use development that is well-designed, pedestrian friendly, and transit -oriented (see Attachment #2, Land Ownership Map). The new development consists of 6 towers ranging in height between 17 -storeys and 50 -storeys, and introduces approximately 2,296 new residential units and approximately 2,630 square metres of commercial/retail space at grade. The proposal also includes a new network of public and private streets, a new public urban square, and the realignment and re -habilitation of the Krosno Creek (see Appendix I, Submitted Universal City Precinct Plan). Staff have reviewed the Universal City Precinct Plan and supporting studies and materials. The Region of Durham is satisfied with the submitted Comprehensive Master Transportation Study indicating that the existing and planning transportation improvements can accommodate the high-density mixed-use development. Toronto and Region Conservation Authority are satisfied the proposed interim and ultimate works that are required to rechannelize and naturalize the Krosno Creek valley corridor. The required Cost Sharing Agreement, Infrastructure Agreement, and Master Development Agreement will secure the coordination of interim works and the long-term build out of the Precinct Plan. Any technical issues will be addressed on a site-specific basis through the Site Plan Approval Process. Staff recommend approval of the Universal City Precinct Plan as generally illustrated in Appendix I, and the enactment of the draft Zoning By-law Amendment as attached in Appendix IV to lift the remaining "H6" Holding Symbol on the lands owned by the Downtown Pickering Landowners Group. Furthermore, staff recommend that Council authorize the Director, Corporate Services & City Solicitor to execute and register on title the Infrastructure Agreement, and Master Development Agreement as attached in Appendices, II, and III, respectively. Financial Implications: No direct cost to the City are anticipated as a result of the proposed development. 1. Background On April 11, 2017, Pickering Council approved a new comprehensive City Initiated City Centre Zoning By-law 7553/17 and the City Centre Urban Design Guidelines. The By-law was approved by the Ontario Municipal Board on February 22, 2018. The By-law introduced new zone categories; permitted a broad range of uses, incorporated new development standards to regulate the size, location, massing and height of buildings; identified minimum and maximum floor space index provisions, and introduced new vehicle and bicycle parking standards. The design guidelines provide design direction for intensification, to guide building design and private development as well as investments in public infrastructure in the City Centre. PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 3 The new comprehensive City Centre Zoning By-law rezoned the lands located on the north side of Bayly Street, east of the Pickering GO Station, south of Highway 401 and west of Sandy Beach Road, municipally known as 1400, 1410, 1420, 1454, 1462, 1470 and 1474 Bayly Street, to City Centre Two (CC2) and the lands associated with the Krosno Creek valley corridor were rezoned to Natural Heritage System (NHS). These lands are also subject to an "H" Holding Symbol, identified as H6 in the City Centre Zoning By-law (see Attachment #1, Air Photo Map). The following conditions are required to be completed by the participating Downtown Pickering Landowners Group, to the satisfaction of the City of Pickering, prior to obtaining a building permit,: • approval of a block development plan (also referred to as a Precinct Plan) demonstrating the orderly development of the lands providing details regarding such matters as: street and block pattern; pedestrian, landscape and open space connections; parking strategy; community uses such as parks, community centres and other public uses; conservation and enhancement of natural features; public and private street right-of-way design; and phasing of the proposed development; • completion of a comprehensive transportation study assessing the impact on the transportation system and ensuring appropriate road infrastructure is in place to support the development of the lands; • execution of cost sharing agreements for matters such as community uses, public parks, municipal roads and infrastructure, are made between the participating landowners; • submission of an Environmental Impact Study and a detailed engineering design and restoration plan for the rehabilitation of Krosno Creek; and • execution of an agreement to ensure that the restored and rehabilitated Krosno Creek and the valley corridor will be conveyed into public ownership upon completion of the works, to the satisfaction of the City of Pickering. In December 2017, the participating Downtown Pickering Landowners Group, which includes Unique AT Holding Corporation and Universal City One Developments Inc. (referred to as "Chestnut Hill Developments"), and Nal -Band Holdings Inc. — Gestion Nal - Band Inc. (referred to as "Nal -Band Holdings"), submitted a detailed Precinct Plan, along with the supporting studies, in support of removing the "H6" Holding Symbol for the lands within the Universal City Precinct Study area (see Attachment #2, Land Ownership Map). While the Precinct Plan was under review by the TRCA, the Region, and the City, Chestnut Hill Developments requested removal of the `H6' Holding Symbol on the first three phases of their development. Subsequently on June 25, 2018 and June 24, 2019, Council enacted amending by-laws to remove the `H6' Holding Symbol on the first three phases. 2. Universal City Precinct Study The intent of the Precinct Study is to ensure that key details related to: the street and pedestrian networks; landscape and open space connections; park location and design; right-of-way design; servicing and grading for the area; and rehabilitation of the Krosno Creek, are planned and phased in a coordinated and orderly manner in consultation with the City, the Region of Durham and the Toronto and Region Conservation Authority (TRCA). PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 4 In support of the Precinct Study, the participating Downtown Pickering Landowners Group and their consulting team have submitted various supporting documentation and studies to develop their proposal. These studies include: a comprehensive block development plan; detailed landscape plans; street and block pattern identifying public and private roads; right-of-way design details for the public and private roads; preliminary design details of the public urban square (piazza); shadow analysis; parking strategy; complete Krosno Creek realignment design and rehabilitation plan; functional serving and stormwater management; and a comprehensive transportation study. 2.1 Proposal for a mixed use high-density residential development The Downtown Pickering Landowners Group is proposing a new mixed-use high density residential development introducing approximately 2,296 new residential units and approximately 2,630 square metres of commercial/retail space at grade. A total of 6 towers are proposed ranging in height between 17 -storeys and 50 -storeys. Also proposed is a new east -west municipal collector road, referred to as City Centre South Main Street, and a north -south private street connecting Bayly Street to City Centre South Main Street. The proposal also includes a 1,250 square metre public urban square on the north side of City Centre South Main Street at the terminus of the private street from Bayly Street (see Attachment #3, Submitted Block Development Plan). Additional statistics are provided in Attachment #4 to this Report. The buildings will be developed in phases. Site Plan Applications for Buildings 'E', `D' and `C' (Phases 1, 2 and 3, respectively) have been submitted by Chestnut Hill Developments to permit 3 mixed-use buildings ranging in height between 17 -storeys and 32 -storeys, containing a total of 981 units, and approximately 1,025 square metres of at grade commercial/retail uses. 2.2 Proposed Street and Block Pattern The proposed street and block pattern illustrated on the submitted Block Development Plan generally implements the street, pedestrian and cycling network as illustrated in the approved City Centre Urban Design Guidelines. The proposed City Centre South Main Street will have a right-of-way width of 20 metres. Figure 1 on the next page is a cross-section illustrating: 2 travel lanes; a 2.1 metre wide sidewalk on both sides of the street; generous boulevards for street trees; landscaping, seating and utilities; and a 3.0 metre wide dedicated two-way buffered cycling lane. PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 5 i 1.11-01 21171.611 LIF a•.DO NEM -BM 4 71W.a �v=_ F , Li°ER314.1 ED: bj4IpLil Kea TRS' _4+E C L 'TRW L[��61LD jEWER b.' . Er N ;Yeti Fiaure 1: City Centre South Main Street Cross - The City will be acquiring lands from the Greater Toronto Transit Authority ("Metrolinx") through the existing GO commuter parking lot on the west side of Sandy Beach Road in order to complete a portion of the City Centre South Main Street between Krosno Creek and Sandy Beach Road (refer to Report LEG 05-19 for further information regarding the acquisition of the lands). The City Centre South Main Street will be constructed in an interim configuration in order to provide vehicular access to Buildings 'C' and 'D'. Underground parking structures for Buildings 'A', `B', 'C' and 'D' will be constructed under the buildings and the municipal road right-of-way. The ultimate construction and strata conveyance of the public road will not occur until the full build -out of Buildings 'A', 'B', 'C' and 'D' and construction of the associated underground parking structures. The proposed north -south private road will have a right-of-way width of 18.5 metres. Figure 2 below is a cross-section of the proposed private road. The road will have 2 travel lanes and a minimum 5.0 metre wide boulevard on both sides of the road for pedestrian walkways, street trees, landscaping, and seating. Figure 2: North-South Private Road Cross -Section PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 6 2.3 Landscape Plan To give City Centre South an identity and create a sense of place for residents and visitors, a unified landscape plan has been developed. The proposed landscape plan emphasizes the use of deciduous trees along all public and the majority of all private streets and driveways. Trees will be spaced from 6.0 to 8.0 metres and have a planting soil depth of approximately 1.2 metres to ensure the trees can grow successfully. In situations where there is insufficient space to grow a tree, planting beds will be utilized. The ground surface will consist of pavers, coloured and exposed concrete paving, and coloured stamped asphalt. Bands of paving and consistent paving types are proposed throughout the landscape plan to unify the block. On the public and private roads, special surface treatment will be used at major intersections. The use of a surface treatment other than asphalt will naturally slow down traffic in these heavily pedestrianized areas while providing a delineated space for pedestrians to cross the street. 2.4 Parkland The Block Development Plan illustrates a 1,250 square metre public urban square (piazza) located on the north side of City Centre South Main Street at the terminus of the private road from Bayly Street. The proposed urban square will be a "strata park", which is a public park located on top of an underground parking garage serving the adjoining developments. This block will satisfy the minimum parkland dedication requirements for Chestnut Hill Developments under the Planning Act for. Parkland dedication for Nal -Band Holdings will be satisfied through cash -in -lieu. The design of the public urban square will be completed at the detailed design phase in conjunction with Buildings 'A' and 'B' (Phases 4 and 5). This public space is envisioned to be hard landscaped and will incorporate opportunities for public art, water and ornamental features, generous soft landscaping elements and outdoor seating areas. The proposed landscaping treatment used within the public and private right-of-ways will be extended into the urban square to give it further prominence. The urban square will also be animated by grade related commercial uses helping to create a distinct gathering space for future residents as well as people visiting South City Centre. Figure 3 on the next page is a preliminary concept design for the public urban square and the landscape treatment for the City Centre South Main Street illustrating how the proposed landscaping and surface materials will unify the public realm. PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 7 2m 17m 125Dm' PIAllA DESIGN TO BE COORDINATED WITH THE CITY OF PICKERING AT A LATER DATE immrimp PRIVATE PROPERTY RELIC PROPERTY 73.5m 2m Wuul,�,uliil I+idua,..l1 «.: �: Figure 3: Conceptual design for the public urban square and landscape treatment for City Centre South Main Street As noted above, the public urban square will be a strata parcel located above an underground parking structure. Chestnut Hill Developments has agreed to design and construct the urban square, as well as provide a financial contribution towards the construction of the urban square in the amount of $1,366,170.00. The Master Development Agreement also includes a provision for Chestnut Hill Developments to provide an Interim Park within six months after the registration of the condominium plan for Building `D' (Phase 2). The Interim Park will be located generally within Phases 4 and 5. Chestnut Hill Developments will be responsible for grading and sodding the Interim Park, and granting an easement in favour of the City over the Interim Park permitting access to the park by the residents of Buildings D' and 'E' (Phases 1 and 2). 2.5 Shadow Analysis In support of the tower locations and building heights, Kirkor Architects has submitted a Shadow Study illustrating the shadow impacts of the proposed mixed-use development on the public urban square located within the submitted Block Development Plan. The shadow study encompassed the Spring and Fall equinoxes and the Summer and Winter solstices. Shadows for the Spring and Fall equinoxes (March and September 21) and the Summer solstice (June 21) are documented from 9:18 am to 17:18 pm at 2 hour intervals. Shadows for the Winter solstice (December 21) are documented from 9:18 am to 15:18 pm. The study concludes that there would be some intermit shadow cast over the public urban square during the morning and early afternoon hours. However, late afternoon and evening hours the public open square will have no shadow cast from the proposed towers. Staff concur with the findings that the tower locations and building heights will allow for reasonable hours of sunlight over the public urban square to ensure a comfortable pedestrian environment. PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 8 2.6 Servicing and Grading A functional servicing report and a detailed stormwater management report have been submitted as part of the Precinct Study. These reports examined technical engineering matters related to water service, sanitary sewer service, grading and stormwater management. The City's Engineering Services Department and the Region of Durham Works Department are generally satisfied with the reports and have advised that adequate municipal infrastructure is available to support the full build -out of the Universal City Precinct Plan. Minor technical details will be addressed through subsequent site plan applications. 2.7 On-site Parking The City Centre Zoning By-law outlines the minimum vehicular and bicycle parking requirements. The statistical information in Attachment #4 to this report summarizes the minimum vehicular and bicycle parking required for each phase of development, and the total vehicular and bicycle parking for the entire development. Chestnut Hill Developments has recently submitted a minor variance application requesting a slight reduction in the parking rate for apartment units from 0.8 spaces per unit to 0.74 spaces per unit for Buildings 'C' and 'D' (Phases 3 and 4). The parking rates for visitor spaces and retail space will be maintained. In support of Chestnut Hill Developments request, BA Group, a transportation consultant, completed a review of the current condominium parking sales information for Buildings `E' and 'D' (Phases 1 and 2). The consultant acknowledges that sales information does not necessarily reflect ultimate demand information at condominium buildings, but it does provides a useful indication of current market demand for vehicle parking. The current parking sales information for the first two phases of the Universal City development indicates that demand for on-site parking space is 0.7 spaces per unit on an overall basis. Based upon parking uptake rates by unit type, the overall parking demand for Phases 2 and 3, results in an overall parking demand of approximately 0.71 spaces per unit. Based on this information, staff are supportive of a reduced parking rate of 0.74 spaces per unit for apartment dwellings for Phases 2 and 3. On November 13, 2019, the Committee of Adjustment approved a minor variance application to reduce the parking rate for apartment units from 0.8 spaces per unit to 0.75 spaces per unit for Buildings 'C' and 'D' (Phases 3 and 4). PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 9 2.8 Transportation Demand Management Strategies and Initiatives The Universal City Precinct Study area has convenient access to Highway 401, Bayly Street, and Liverpool Road, and is also located in close proximity to the Pickering GO Station transit hub. The central element of the transportation strategy for the Universal City Precinct Study area is to employ a sustainable transportation demand management (TDM) plan for the project that will attempt to influence the way people travel to and from the site. These strategies and initiatives will assist in reducing the overall reliance on single - occupancy vehicles while promoting the use of more active modes of transportation including walking, cycling and using public transit. Some of the strategies and initiatives that are being considered by the Downtown Pickering Landowners Group to assist in reducing travel and parking demands include: • Implementing marketing programs aimed at new residential purchasers to ensure that residents are aware of available modal choices in the area; • Exploring opportunities to offer car -share services on the site, ideally with car -share stations (parking spaces) located within the parking area of every residential building within the site; • Providing unbundled parking for all resident development on-site, allowing purchasers to only pay for the amount of parking they require; • Providing sidewalks on all new public and private streets within the project area; • Providing for a cycling network within the project area; • Where possible, providing bicycle parking in excess of the City's Zoning By-law requirements; • Exploring opportunities to implement a bike share system on the site and in the surrounding area; • Consideration for providing subsidy/rebate towards a CAN -BIKE cycling course for purchasers for the first two years of occupancy; • Consideration for the commercial component of the project, consideration for providing shower and change facilities to encourage active transportation as a commute option; and • Consideration for providing PRESTO fare cards to purchasers of new condominium units for the first two years of occupancy. 3. Comprehensive Transportation Master Plan A comprehensive Transportation Master Plan, prepared by BA Group, was submitted as part of the Precinct Study submission. The purpose of the study was to ensure that the transportation infrastructure can appropriately accommodate the level of development contemplated within the Universal City Precinct Study area. The traffic study concludes that the development of approximately 1,658 residential apartment units within the Precinct Study area can be supported by the existing and planned area road network, prior to the widening of Bayly Street. This conclusion assumes that the planned installation of dual southbound left turn lanes at the intersection of Bayly Street and Brock Road is in place by the time these units are occupied. It also assumes that a road connection from the subject lands through the GO commuter parking lot to Sandy Beach Road is completed as well as the north -south private road between Bayly Street and City Centre South Main Street. PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 10 The Region of Durham's Transportation Master Plan, dated December 2017, identifies the widening of Bayly Street from 5 to 6/7 lanes between Liverpool Road and Brock Road as an improvement scheduled to occur between 2022 and 2026. With the full build out of all 6 buildings within the Precinct Plan, and the planned Bayly Street widening to 6 to 7 lanes, the area road network will operate at acceptable levels of service. Only modest signal timing improvements at the intersections along Bayly Street are recommended. The vehicular crossing of Krosno Creek and the future northerly extension of Krosno Boulevard is not required for the full build -out of the 6 buildings. The Region's Works Department has reviewed the submitted Master Transportation Study and has indicated that the study adequately addresses the impacts and the phasing of development. Addendums to this report will be required to address technical matters that can be addressed through the related site plan applications. The Region has advised that they do not object to the removal of the "H6" Holding Symbol from the subject lands. 4. Krosno Creek rechannelization and naturalization works The conditions of lifting the "H6" Holding Symbol require the participating Downtown Pickering Landowners Group to submit an Environmental Impact Study, and detailed engineering drawings for the design and restoration plans for the rehabilitation of the Krosno Creek and associated valley corridor. In addition, the Landowners Group is required to execute an agreement with the City providing appropriate financial securities to ensure the timely completion of the works, and conveyance of the additional valley lands, including the 6.0 metre wide vegetation buffer, to the City. The Landowners Group has submitted a Scoped Environmental Impact Study, prepared by Savanta Inc., dated December 2017. This study assessed the potential impacts of the proposed development on the natural heritage features and associated functions. Also submitted are detailed engineering design and restoration plans for the rehabilitation of the Krosno Creek valley corridor, prepared by Geomorfix and Schaeffers. Krosno Creek originates north of Highway 401 within a system of storm sewers and flows south within a very narrow and modified open channel. To accommodate the proposed development, the existing channel is proposed to be realigned to a meandering configuration and naturalized. The works will be completed in phases. The Downtown Pickering Landowners Group will renaturalize easterly portion of the Krosno Creek and convey the appropriate valley lands and vegetation buffer to the City. The ultimate realignment and naturalization of Krosno Creek will be completed when the lands to be west are redeveloped. TRCA has reviewed the submitted Environmental Impact Study, Functional Site Servicing Report and the detailed design drawings for Krosno Creek. They have advised that the participating Downtown Pickering Landowners Group have resolved key matters related to the natural hazard, natural heritage and water management of this important urban redevelopment projects and have no objections to lifting of "H6" Holding provision on the subject lands. PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 11 The Downtown Pickering Landowners Group will be required to obtain permit(s) from TRCA and complete the renaturalization works along the east side of the Krosno Creek prior to the City issuing any shoring, or below or above grade building permits for Phases 4 and 5. The Master Development Agreement also include financial securities to ensure these works are completed to the City's satisfaction. 5. Key Agreements to be executed by the Participating Downtown Pickering Landowners The participating Downtown Pickering Landowners are required to execute various agreements in order to facilitate the ultimate built out of the Universal City Precinct Plan. Below is a summary of the four separate agreements that are required to be executed and registered on title. 5.1 Infrastructure Agreement for the H6 Block The purpose of the Infrastructure Agreement for the H6 Block is to ensure the orderly implementation and final build -out of all of the lands with that are subject to the "H6" Holding Symbol. In consideration that the lands that make up the Universal City lands contain multiple parcel ownerships, differing construction schedules and development timelines, and varying physical conditions, the agreement seeks to: 1. Legally secure the timing and phasing of all public dedications and required public infrastructure improvements, including but not limited to the: City Centre South Main Street; Krosno Creek Crossing; Krosno Boulevard Extension; Krosno Creek Improvements; Sandy Beach Cycle Lanes; and, Watermain, Sanitary and Stormwater Infrastructure. Such works shall be at the developers' expense or subject to applicable Development Charge credits as may be attributed. 2. Outline and secure appropriate interim conditions to allow for incremental development based on the differing construction schedules of abutting parcels and uncertainty of individual owners proceeding with development applications. 3. Identify appropriate financial securities and guarantees to be placed with the City in order to ensure the timely completion of the necessary works and to protect the City from any financial liabilities. Such securities are to be collected by the City at the time of Site Plan Approval of each respective development phase. Identify and indicate any and all works that are eligible for Development Charge Credits and the applicable mechanisms for the sharing of such credits among constructing landowners. 5.2 Cost Sharing Agreement for the H6 Block The purpose of the Cost Sharing Agreement for the lands subject to the "H6" Holding Symbol is to ensure appropriate and equitable cost sharing amongst all participant and non -participating landowners. The City of Pickering is not a signatory of the agreement. In consideration of the varying development timelines and current participants, the agreement seeks to: PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 12 1. Define and identify the applicable cost sharing items and associated works that are to be shared amongst participant and non -participating landowners. 2. Utilize best management practices in the cost sharing of necessary infrastructure works. 3. Define the determination of proportionate shares and the cost obligations for each individual landowner, as well as implement the necessary development milestones for the recalculation of proportionate shares and adjusted gross floor area until all of the lands subject to the "H6" Holding Symbol are fully developed. 4. Define and identify the various methodologies for the equitable sharing of applicable costs amongst both participant and non -participating landowners. 5. Identify the administrative processes applicable to the management of the overall landowners group and the implementation protocols required to ensure the equitable cost recovery to landowners front ending construction. 6. Identify and indicate any and all works that are eligible for Development Charge Credits and the applicable mechanisms for the sharing of such credits among constructing landowners. 5.3 Master Development Agreement The purpose of the Master Development Agreement is to secure all necessary works that are not subject to Site Plan Approval and to ensure required infrastructure is in place as the various phases are completed. This agreement seeks to: 1. Define and establish the various development phases and the subsequent site plan obligations and required securities for the future phases. 2. Implement the required phasing strategy and secure all necessary securities for the construction of the City Centre South Main Street public road through the development lands, including the interim and ultimate road works, as well as the Metrolinx portion. 3. Provide for and implement the required parkland conveyances and necessary financial securities pursuant to Section 42 of the Planning Act. 4. Implement the Krosno Creek Rechannelization works and all necessary financial securities for the completion of the east side rechannelization. 5. Identify the administrative processes for the conveyance of lands, collection and release of financial securities, and any other financial obligations and insurance liabilities that may be required throughout the development timeline. PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 13 5.4 SCS Consulting was required to peer review the agreements The City has retained the services of SCS Consulting Group (SCS) to peer review the Cost Sharing Agreement, and Infrastructure Agreement prepared by the Downtown Pickering Landowners Group. SCS Consulting Group has extensive experience in developer group management and cost sharing services, and has also served as the Cost Sharing Engineer for numerous landowner groups in the Greater Toronto Area including the North Pickering (Seaton) Landowners. SCS have worked closely with City staff and the consultant team for the H6 Block Owners over the course of the last five months to refine the agreement principles and proportionate shares in both the Infrastructure and Cost Sharing Agreements to accurately reflect the Infrastructure requirements for the H6 Blocks. SCS has provided written confirmation that estimated community servicing costs and the ultimate proportionate shares allocated to all landowners, including the participating landowners (Universal City One Developments Inc., Unique AT Holding Corporation and Nal -Band Holdings Inc. — Gestion Nal -Band Inc.) and non -participating landowners (BMC Bayly Park Inc.) are fair and equitable. 6. Next Steps Chestnut Hill Developments have submitted Site Plan Applications for Buildings `E', 'D' and 'C' (Phases 1, 2, and 3, respectively). They have also submitted Minor Variance applications requesting the following variances Buildings 'D' and 'C' (Phase 2 and 3, respectively), which were approved by the Committee of Adjustment at its meeting on November 13, 2019. Building Requested Variance Building 'D' (Phase 2) • increase the maximum building height from 77 metres to 82 metres • decrease the minimum outdoor amenity space per apartment dwelling unit from 2.0 square metres to 1.92 square metres • decrease the minimum indoor amenity space per apartment dwelling unit from 2.0 square metres to 1.98 square metres Building 'C' (Phase 3) • increase the maximum building height from 77 metres to 91 metres • decrease the minimum outdoor amenity space per apartment dwelling unit from 2.0 square metres to 1.94 square metres • decrease the minimum apartment dwelling parking requirements from 0.8 spaces per dwelling unit to 0.74 spaces per dwelling unit PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 14 The building heights for Buildings 'B' and 'A' (Phases 4 and 5, respectively), and Building 'F' as illustrated on the Block Development Plan, exceeds the maximum permitted building height in the City Centre Zoning By-law. Depending on the final design and configuration of these 3 buildings, Chestnut Hill Developments and Nal -Band Holdings may also require amendments to either the City's Official Plan and/or the City Centre Zoning By-law to increase the maximum permitted floor space index and the maximum permitted building from 40 -storeys to 42 and 50 -storeys for Buildings 'A' and 'B' and from 15 -storeys to 17 -storeys for Building 'F'. Chestnut Hill Developments and Nal -Band Holdings acknowledge that they will require amendments to either the City's Official Plan and/or Zoning By-law to achieve the maximum building height identified in their plans. 7. Staff Recommend that the "H6" Holding Symbol applied to the lands owned by Pickering Downtown Landowners Group be lifted Staff are satisfied with the submitted Universal City Block Development Plan, which provides for an exceptional public realm with a network of new streets, parks, and open space connections within a mixed-use, compact, pedestrian -friendly and transit -supportive development. The Downtown Pickering Landowners Group has satisfied the conditions for lifting the "H6" Holding Symbol to the satisfaction of the Region of Durham, the Toronto and Region Conservation Authority and the City. The various agreements including the Cost Sharing Agreement, Infrastructure Agreement, and Master Development Agreement will ensure the ultimate build out of the Universal City Precinct Plan is completed in a timely and orderly manner. Staff recommend that Council approve the Universal City Precinct Plan as generally illustrated in Appendix I to this report, as well as authorize the execution and registration on title of the Infrastructure Agreement, and Master Development Agreement as attached in Appendix 11, and III, respectively, to this report. Staff also recommend that the remaining "H6" Holding Symbol on the lands owned by the Downtown Pickering Landowners group be lifted. Appendices Appendix I Universal City Precinct Plan (Block Development Plan) Appendix 11 Infrastructure Agreement for H6 Lands Appendix 111 Master Development Agreement Appendix IV Recommended Draft Zoning By-law Amendment (A 10/19) Attachments 1. Air Photo Map 2. Land Ownership Map 3. Overall Conceptual Plan for City Centre South 4. Universal City Precinct Plan — Statistical Information PLN 22-19 December 16, 2019 Subject: Universal City Precinct Plan Page 15 Prep. ed B Nilesh Su 1, MCIP, RPP Manager, Development Review & Urban Design NS:Id Approved/Endorsed By: Catherine Rose, MCIP, RPP Chief Planner /1;/e Kyle Bentley, P.Eng. Director, City Development & CBO Paul Direc City S Recommended for the consideration of Pickering City Council Tony Prevedel, P.Eng. Chief Administrative Officer ode._ f°i 207 orate Services & Appendix I to Report PLN 22-19 Universal City Precinct Plan (Block Development Plan) 0 0 100 SCALE METRES H6 LANDS BLOCK PLAN BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM fro WESTON CONSULTING planning + urban design LEGEND H6 LANDS BOUNDARY OWNERSHIP BOUNDARIES — — — PROPOSED TRCA PROPERTY LINE NOTE: 1. Proposed TRCA Property Line per Schaeffer & Associates Krosno Creek Flood Plain Analysis plan dated November 06, 2018. 2. Updated Universal City Master Site Plan, Phase 2 plan dated June 1, 2019 & Phase 3 dated June 4, 2019 plans per Kirkor Architects. 3. The block plan and supporting drawings/materials conceptually illustrate how non -participating lands (BMC Bayly Park and Metrolinx) can be redeveloped within the context of the City's Official Plan policies, City Centre Urban Design Guidelines and the City Centre Zoning By-law. The concept for these non -participating lands are for illustration purposes only. 0/0/0 REVISIONS LIS WESTON CONSULTING planning + urban design 1-800.363.3558 weslonconsultiing.com Vau9ean. 2011201wayA98. Suite 19 ntario IAK 5K T. 805]320000 F.905230.6622 Toronto: 288 Be,keley 51. T.61:0:10n.r1VF.5025.]38.8837 05 DEC 2019 Revise Tower heights Buildings A -F 05 JUNE 2019 Revised per Master Plan, Phase 2 June 01, 20198 Phase 3 June 04, 2019 Plans. 27 MAY 2019 01 MAY2019 30 OCT 2018 Revise Ilnework per Mar 29, 2019 Master Plan & Phase 2 Plan 8 update notes. Revise Building F podium and increase TRCA setback to 4 metres. Reduce plan detail 30 AUG 2018 27 MAR 2018 20 MAR 2018 Revise Ilnework per July 252018 Master Plan 8 Block Plan. Show road detailing Revise channel per Schaeffer & Associates Ltd. linework dated March 2018 File Number: Date Drawn. Drawn By: Planner: Scale: CAD: 7920 Drawing Number: 04 JUNE 2019 SM RG see scale bar 6726-1/MASTER PLAN Concept 9.d n 9 Appendix 11 to Report PLN 22-19 Infrastructure Agreement for H6 Lands INFRASTRUCTURE AGREEMENT FOR THE H6 BLOCK THIS AGREEMENT made as of this day of , 2019. AMONGST: Universal City One Developments Inc. (hereinafter referred to as "Universal One") — and — Unique AT Holding Corporation (hereinafter referred to as "Unique") - and Nal -Band Holdings Inc. Gestion Nal -Band Inc. (hereinafter referred to as "Nal -Band") — and The Corporation of the City of Pickering (hereinafter referred to as the "City") Friedman Law Professional Corporation (hereinafter referred to as the "Trustee") OF THE FIRST PART OF THE SECOND PART OF THE THIRD PART OF THE FOURTH PART OF THE FIFTH PART WHEREAS there is a holding by-law registered on all of the lands outlined in the plan attached hereto as Schedule "1" (the "H6 Lands"); AND WHEREAS Universal One, Unique and Nal -Band (each a "Participating Owner", and collectively, the "Participating Owners") are the registered owners of the lands legally described in Schedule "1A" (collectively, the "Participating Owner's Lands"); AND WHEREAS the City is or will be the registered owner of the lands shown and labelled as Item 11 in the plan attached as Schedule "1"; Page 2 of 27 AND WHEREAS in order to remove the holding by-law and further develop and service the H6 Lands, certain works, services and improvements benefitting some or all of the H6 Lands are required to be constructed and/or funded by the owners of the H6 Lands; AND WHEREAS the Participating Owners agree to design, construct and maintain the Community Services (as hereinafter defined) and upfront the Community Servicing Costs (as hereinafter defined); AND WHEREAS the Participating Owners wish to enter into this Agreement to set out their respective rights and obligations with respect to the Community Services (as hereinafter defined); AND WHEREAS the Participating Owners have entered into a cost sharing agreement dated , setting out the methodology and terms and conditions of the sharing of the costs of the Community Services; AND WHEREAS by adoption of at a meeting held on , the City of Pickering approved the entering into of this Agreement to implement the Community Services and facilitate the lifting of the zoning "Hold" prefixes; NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the covenants herein contained, the parties hereto covenant and agree as follows: Article 1 Section 1.1 Definitions DEFINITIONS In this Agreement and in the Schedules hereto, the following words and expressions shall have the meanings ascribed to them below: (a) "Actual GFA" means the GFA of a development set out in a site plan agreement approved by the City, for all or part of the H6 Lands, as same may be updated, amended or revised; (b) "Administrative Costs" all administrative costs related to this Agreement and the Cost Sharing Agreement, including without limitation: (i) preparation and administration (ii) amendments or to add additional parties; (iii) registration thereof on title to any lands, whether incurred prior to the execution of this Agreement and the Cost Sharing Agreement, or after the execution thereof; (c) "Approved Cost" means any of the cost items listed in the definition of Community Servicing Costs incurred by a Participating Owner and approved in accordance with Section 3.6; (d) "Bayly Street/Krosno Boulevard Traffic Signal" means the works identified as Item 10 in Schedule "2" and visually illustrated in Schedule "8"; "Gayly Street/Krosno Boulevard Traffic Signal Costs" means the costs and expenses related to the Bayly Street/Krosno Boulevard Traffic Signal including without limitation, municipal, consulting, planning, design, engineering, surveying, construction, repairs, (e) Page 3 of 27 maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto and any other fees that are payable in respect thereof; "Benefitting Lands" means the H6 Lands and any part thereof (excluding any lands owned by or to be transferred to the City) which receive a benefit from the Community Services as determined by the Group Consultant; "Benefitting Owners" means the Owners of the Benefitting Lands; "BMC Lands" means all or part of the lands legally described as PT LTS 21 & 22 CON 1 PICKERING PTS 1 & 2, 40R6033; PT LT 22 CON 1 PICKERING PT 1, 40R12889 (PIN 26330-0007); "City Centre South Main Street Works" means the works identified as Items 7, and 8 in Schedule "2" and visually illustrated in Schedule "5" with respect to the construction of road works extending from Sandy Beach Road to the eastern boundary of the Krosno Creek Lands; (j) "City Centre South Main Street Costs" means the costs and expenses related to the City Centre South Main Street Works including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto and other fees that are payable in respect thereof; (k) "City Centre South Main Street Lands" means that portion of the H6 Lands shown in Schedule "5" as Items 7, and 8; (1) "City's Development Charges By-law" means any by-law approved by the Council of the City of Pickering pursuant to subsection 2(1) of the Development Charges Act, 1997 to impose development charges against land to pay for increased capital costs required due to increased needs for servicing arising from the development of the H6 Lands; (m) "City Solicitor" means the City Solicitor of the City of Pickering and shall include his or her designates; (n) "Community Services" means: (i) City Centre South Main Street Works; (ii) Krosno Boulevard Extension Works; (iii) Krosno Creek Rechannelization Works (Ultimate); (iv) Krosno Creek Rechannelization Works (Phase 1 — Initial); (v) Krosno Creek Rechannelization Works (Phase 2A — East); (vi) Krosno Creek Rechannelization Works (Phase 2B — West); (vii) Krosno Creek Crossing Works; (viii) Sanitary Sewers West Works; (ix) Sanitary Sewers East Works; Page 4 of 27 (x) Storm Sewers West Works; (xi) Storm Sewers East Works; (xii) Watermain Works (Ultimate); (xiii) Watermain Works (West); (xiv) Watermain Works (East); and (xv) Bayly Street/Krosno Boulevard Traffic Signal, (xvi) Sanitary Pipe Downstream Upgrade Works (if applicable), when constructed by a Constructing Owner and not by the Region or the City; (o) "Community Servicing Costs" means, subject to any applicable Indexing Factor, costs and expenses related to the Community Services including without limitation, municipal, consulting, planning, design, engineering, topographic and subsurface surveying, construction, repairs, maintenance, acceptance and assumption, peer review, legal, cost of any financial security related thereto and other fees, that are payable in respect of works identified in Schedule "2 plus 10% thereon representing a contingency amount, plus 30% thereon representing an estimate of the Soft Costs, without any duplication, including but not limited to: (i) City Centre South Main Street Costs; (ii) Krosno Boulevard Extension Costs; (iii) Krosno Creek Rechannelization Costs (Ultimate); (iv) Krosno Creek Crossing Costs; (v) Sanitary Sewers West Costs; (vi) Sanitary Sewers East Costs; (vii) Storm Sewers West Costs; (viii) Storm Sewers East Costs; (ix) Watermain Costs (Ultimate); (x) Bayly Street/Krosno Boulevard Traffic Signal Costs; and (xi) GTTA Compensation, if applicable, (xii) Sanitary Pipe Downstream Upgrade Costs, if applicable "Constructing Owner" means the Owner(s) other than the City or the Region, that construct all or any portion of the Community Services; "Cost Sharing Agreement" means the agreement entered into by the Participating Owners with respect to the sharing of the Community Servicing Costs, dated , 2019; "Cost Sharing Engineer" means Schaeffer & Associates Ltd.; Page 5 of 27 (s) "DC Credit" means a credit which an Owner receives or is eligible to receive or will become eligible to receive as a reimbursement payment or credit against development charges payable pursuant to the City's Development Charges By-law, as, as same are amended or replaced from time to time, and/or any agreement with the City; (t) "Development Event" means the earlier to occur of (a) the registration of a Plan of Subdivision against an Owner's lands; (b) the registration of a Plan of Condominium against an Owner's lands; (c) the final approval of a severance obtained for development purposes in respect of an Owner's lands pursuant to Section 53 of the Planning Act; for greater clarity, and notwithstanding the foregoing, a "Development Event" shall not be deemed to have occurred where lands are severed for purposes of proceeding with the development of the severed lands by means of any of the other means of development set out in items (a), (b), or (d) herein. Provided further that for lands for which the Development Event is a consent for severance, the occurrence of a "Development Event", thereby triggering cost sharing obligations pursuant to this Agreement, shall only apply to the land that is severed for development and not for the remainder land. In addition, and notwithstanding the foregoing, a "Development Event" shall be deemed not to have occurred where a severance is obtained for the purposes of granting easements, solely for the purposes of transferring land or an interest in land to a Governmental Authority; or (d) the execution of a site plan agreement in respect of an Owner's lands; however a Development Event shall be deemed not to have occurred where a site plan agreement is entered into solely for the purpose of the construction of a sales office or an unoccupied model home; (e) provided however that with regard to a consent for severance or a site plan agreement it shall mean the later of the date that final approval is obtained and all conditions are fulfilled; (u) "Director" means the Director of Engineering Services for the City of Pickering; (v) "Estimated Costs" means the estimated Community Servicing Costs prepared by the Group Consultant and/or the Cost Sharing Engineer, attached hereto as Schedule "2". An additional 10% in respect of construction contingencies will be added initially to base cost estimates. The contingency amounts carried in cost sharing schedules will be reduced over time as estimated costs are replaced with actual costs of construction; (w) "GFA" means the Gross Floor Area as defined in Zoning By-law 7553/17 as amended, in the form which is in force and effect as at September 1, 2019, applicable to both residential and non-residential land uses; (x) "Governmental Authorities" means any federal, provincial, municipal, local or other government, governmental, regulatory or administrative authority, body, commission or agency, Crown corporations or any tribunal or quasi -governmental authority; Page 6 of 27 (y) "Group Consultant" means Weston Consulting Group Inc. or such other consultant as may be appointed by the Participating Owners pursuant to the provisions of this Agreement; (z) "GTTA Compensation" means, subject to Section 3.7(i), the amount if any that the City pays to acquire that portion of the City Centre South Main Street Lands owned by Greater Toronto Transit Authority identified as Item 11 in Schedule "2" pursuant to an agreement of purchase and sale between the City and Metrolinx/Greater Toronto Transit Authority dated (aa) "GTTA CCSMS Lands" means the lands visually illustrated as Item 11 in Schedule "1"; (bb) "H6 Lands" means the lands legally described in Schedule "lA"; (cc) "Indexing Factor" means the indexing factor approved by the Group Consultant with reference to the Statistics Canada. Table 18-10-0135-01 — building construction price indexes, by type of building (Toronto), or with reference to any other substitute index designated by the Group Consultant in consultation with the Cost Sharing Engineer; (dd) "Krosno Boulevard Extension Costs" means the costs and expenses related to the Krosno Boulevard Extension Works including without limitation, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees payable in respect thereof; (ee) (ff) (gg) (hh) (ii) (ii) (kk) "Krosno Boulevard Extension Works" means the works identified as Item 9 in Schedule "2" and visually illustrated in Schedule "5" with respect to the Krosno Boulevard Lands; "Krosno Boulevard Lands" means the public road connecting to the City Centre South Main Street Lands from Bayly St., and visually illustrated in Schedule "5" as Item 9; "Krosno Creek Crossing Costs" means the costs and expenses related to the Krosno Creek Crossing Works including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees payable in respect thereof; "Krosno Creek Lands" means the lands upon which the Krosno Creek Rechannelization Works (Ultimate) will be completed, and which lands will be transferred to the City of Pickering, and is visually illustrated in Schedule "6"; "Krosno Creek Crossing Works" means the works identified as Item 1 in Schedule "2" and visually illustrated in Schedule "5" which for greater certainty includes but is not limited to the following: bridge, road works, watermain, sanitary and sewer pipes; "Krosno Creek Rechannelization Works (Ultimate);" means the Krosno Creek Rechannelization Works (Phase 1- Initial), Krosno Creek Rechannelization Works (Phase 2A — East), and Krosno Creek Rechannelization Works (Phase 2B -West), and is identified as Item 12 in Schedule "2" and visually illustrated in Schedule "6"; "Krosno Creek Rechannelization Works (Phase 1— Initial)" means the works identified as Item 12.1 in Schedule "2" and visually illustrated in Schedule "6'; Page 7 of 27 (11) "Krosno Creek Rechannelization Works (Phase 2A — East)" means the works identified as Item 12.2A in Schedule "2" and visually illustrated in Schedule "6"; (mm)"Krosno Creek Rechannelization Works (Phase 2B — West)" means the works identified as Item 12.2B in Schedule "2" and visually illustrated in Schedule "6"; (nn) "Krosno Creek Rechannelization Costs (Ultimate)" means the costs and expenses related to the Krosno Creek Rechannelization Works (Ultimate) (which includes the Krosno Creek Rechannelization Costs (Phase 1— Initial), Krosno Creek Rechannelization Costs (Phase 1 — Initial), Krosno Creek Rechannelization Costs (Phase 2A — East), Krosno Creek Rechannelization (Phase 2B — West)), including without limitation, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and other fees that are payable in respect thereof; (oo) Krosno Creek Rechannelization Costs (Phase 1 - Initial)" means the costs and expenses related to the Krosno Creek Rechannelization Works (Phase 1 - Initial) including without limitation, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and other fees that are payable in respect thereof; "Krosno Creek Rechannelization Costs (Phase 2A — East)" means the costs and expenses related to the Krosno Creek Rechannelization (Phase 2A — East) Works including without limitation, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and other fees that are payable in respect thereof; "Krosno Creek Rechannelization Costs (Phase 2B — West)" means the costs and expenses related to the Krosno Creek Rechannelization (Phase 2B — West)Works including without limitation, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and other fees that are payable in respect thereof; (rr) "New Owner" has the meaning ascribed to such term in Section 6.4; (ss) "Non -Participating Benefitting Owners" means the persons registered on title as owner of any Benefitting Lands, and who are not parties to this Agreement; (tt) "Non -Participating Benefitting Owners' Lands" means any of the Benefitting Lands owned by Non -Participating Benefitting Owners; (uu) "Oversizing Costs" means all costs and expenses attributable to those services which are sized or located so as to benefit lands beyond the proposed development on an Owner's Lands, and including without limitation, services which are oversized beyond the minimum size required by the development, and which may or may not abut the development on an Owner's Lands and provide direct services to an adjacent owner's lands; and services which are external to, or not required by a development on an Owner's Lands; "Owner" means any person holding registered title to any lands which are H6 Lands including, without limitation, the Non -Participating Benefitting Owners and Participating Owners, but not including the City; (pp) (qq) (vv) Page 8 of 27 (ww) "Owner's Lands" means that portion of the H6 Lands owned by an Owner; (xx) "Participating Owner" means Universal One, Unique, Nal -Band, and in addition any New Owners who become a party to this agreement pursuant to Section 6.4; "Participating Owners' Lands" means those lands shown on Schedule "1" hereto and legally described in Schedule "1A" hereto, and in addition also include lands of a New Owner after such New Owner becomes a party to this Agreement pursuant to Section 6.4; (zz) "person" means any individual, corporation, partnership, firm, incorporated or unincorporated association, syndicate, trust, unincorporated organization, government, governmental or quasi -governmental agency, board, tribunal, commission or authority or any other form of entity howsoever designated or constituted, or combination of the foregoing; (aaa) "Post -Development" means with respect to any Owner's Lands, the final permitted use of such lands following the approval by the City after the date of this Agreement of any Development on such Owner's Lands; (bbb) "Proportionate Share" for each Benefitting Owner shall have the following meanings, with respect to: (yy) (i) City Centre South Main Street Costs, is a fraction, the numerator of which is equal to 50% of its Benefitting Lands fronting on the City Centre South Main Street Lands and the denominator of which is equal to the total linear length on both sides of the City Centre South Main Street Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (ii) Krosno Boulevard Extension Costs, is a fraction, the numerator of which is 50% of its Benefitting Lands fronting on Krosno Boulevard Lands and the denominator of which is the total linear length on both sides of the Krosno Boulevard Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (iii) Krosno Creek Rechannelization (Ultimate) Costs, is a fraction, the numerator of which is the area of its Benefitting Lands within the ultimate floodplain as visually illustrated in Schedule "6", and the denominator of which is the total area of all Benefitting Lands within the ultimate floodplain as visually illustrated in Schedule "6", all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (iv) Krosno Creek Rechannelization (Phase 1 — Initial) Costs, is a fraction, the numerator of which is that portion of its Benefitting Lands within the ultimate floodplain as visually illustrated in Schedule "6", and the denominator of which is the total area of all H6 Lands within the ultimate floodplain as visually illustrated in Schedule "6", all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (v) Krosno Creek Rechannelization (Phase 2A — East) Costs, is a fraction, the numerator of which is the area of its Benefitting Lands within the ultimate floodplain as visually illustrated in Schedule "6", and the denominator of which is the total area of all Benefitting Lands within the ultimate floodplain as visually illustrated in Schedule Page 9 of 27 "6", all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (vi) Krosno Creek Rechannelization (Phase 2B — West) Costs, is a fraction, the numerator of which is the area of its Benefitting Lands within the ultimate floodplain as visually illustrated in Schedule "6", and the denominator of which is the total area of all H6 Lands within the ultimate floodplain as visually illustrated in Schedule "6", all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (vii) Krosno Creek Crossing Costs, is a fraction, the numerator of which is the Total Permitted GFA on its Benefitting Lands, and the denominator of which is the Total Permitted GFA of the H6 Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (viii) Sanitary Sewers East Costs, is a fraction, the numerator of which is the sanitary flow attributable to the Post -Development number of residential units, dwellings, commercial units, commercial premises and GFA of buildings with non-residential use within its Benefitting Lands which are tributary to such sanitary sewer on a leg by leg basis, and the denominator of which is the total Post -Development number of residential units, dwelling, commercial units, commercial premises and GFA of buildings with non-residential use within the H6 Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (ix) Sanitary Sewers West Costs is a fraction, the numerator of which is the sanitary flow attributable to the Post -Development number of residential units, dwellings, commercial units, commercial premises and GFA of non-residential use within its Benefitting Lands which are tributary to such sanitary sewer on a leg by leg basis, and the denominator is the total Post -Development number of residential units, commercial units, commercial premises and GFA of buildings with non-residential use within the H6 Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (x) Storm Sewers East Costs is a fraction, the numerator of which is the flow attributable to the Post -Development tributary area to any sewer manhole on a leg by leg basis within its Benefitting Lands which are tributary to such storm sewer, and the denominator of which is the flow attributable to the total Post -Development tributary area to any sewer manhole on a leg by leg basis within the H6 Lands which are tributary to such storm sewer, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (xi) Storm Sewers West Costs is a fraction, the numerator of which is the flow attributable to the Post -Development tributary area to any sewer manhole on a leg by leg basis within its Benefitting Lands which are tributary to such storm sewer, and the denominator of which is the flow attributable to the total Post -Development tributary area to any sewer manhole on a leg by leg basis within the H6 Lands which are tributary to such sewer, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; Page 10 of 27 (xii) Watermain Costs (Ultimate) is a fraction, the numerator of which is the Total Permitted GFA on its Benefitting Lands, and the denominator of which is the Total Permitted GFA of the H6 Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (xiii) Watermain Costs (East) is a fraction, the numerator of which is the Total Permitted GFA on its Benefitting Lands, and the denominator of which is the Total Permitted GFA of the H6 Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (xiv) Watermain Costs (West) is a fraction, the numerator of which is the Total Permitted GFA on its Benefitting Lands, and the denominator of which is the Total Permitted GFA of the H6 Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (xv) Bayly Street/Krosno Boulevard Traffic Signal Costs is a fraction, the numerator of which is the Total Permitted GFA on its Benefitting Lands, and the denominator of which is the Total Permitted GFA of the H6 Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (xvi) GTTA Compensation is a fraction, the numerator of which is the Total Permitted GFA of its Benefitting Lands and the denominator of which is the Total Permitted GFA of all H6 Lands, all as determined and calculated by the Group Consultant; and (xvii) Administrative Costs is a fraction, the numerator of which is the Total Permitted GFA on its Benefitting Lands, and the denominator of which is the Total Permitted GFA of the H6 Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer; (xviii) Sanitary Pipe Downstream Upgrade Costs is a fraction, the numerator of which is the sanitary flow attributable to the Post -Development number of residential units, dwellings, commercial units, commercial premises and GFA of buildings with non- residential use within its Benefitting Lands which are tributary to such sanitary sewer on a leg by leg basis, and the denominator of which is the total Post -Development number of residential units, dwelling, commercial units, commercial premises and GFA of buildings with non-residential use within the H6 Lands, all as determined and calculated by the Group Consultant in consultation with the Cost Sharing Engineer, and which Proportionate Shares shall be adjusted from time to time in accordance with Section 3.4, Section 3.7 and Section 6.4. (ccc) "Qualified Person" means shall mean a person retained by a Participating Owner who meets the qualification requirements set out in Ontario Regulation 153/04 of the Environmental Protection Act. Ontario Regulation 153/04 of the Environmental Protection Act defines four different types of qualified persons and the Regulation sets out the qualifications for each type of environmental site assessment work; (ddd) "Region" means the Regional Municipality of Durham; Page 11 of 27 (eee) "Sanitary Pipe Benefitting Area" means the area identified visually illustrated in Schedule (fff) "Sanitary Pipe Downstream Upgrade Works" means the works identified as Item 17 in Schedule "11" and visually illustrated in Schedule "9", with respect to the upgrade of the sanitary pipes; (ggg) "Sanitary Pipe Downstream Upgrade Costs" means the costs and expenses related to the Sanitary Pipe Downstream Upgrade Works including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees that are payable in respect thereof; (hhh) "Sanitary Sewers East Works" means the works identified as Item 3 in Schedule "2" and visually illustrated in Schedule "4"; (iii) "Sanitary Sewers East Costs" means the costs and expenses related to the Sanitary Sewers East Works including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees that are payable in respect thereof; "Sanitary Sewers West Works" means the works identified as Item 2 in Schedule "2" and visually illustrated in Schedule "4"; (kkk) "Sanitary Sewers West Costs" means the costs and expenses related to the Sanitary Sewers West Works including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees that are payable in respect thereof; (111) "Soft Costs" means all costs and expenses incurred, or payable with respect to detailed design, construction administration, project management, municipal fees, consultant fees, fees charged by the Group Consultant and the Trustee, , and all administrative costs related to the Community Servicing Costs, this Agreement and the Cost Sharing Agreement, including without limitation all such costs incurred by one or more Participating Owners prior to the execution of this Agreement, including the Administrative Costs; (ljj) (mmm)"Storm Sewers East Works" means the works identified as Item 5 in Schedule "2" and visually illustrated in Schedule "4"; (nnn)"Storm Sewers East Costs" means the costs and expenses related to the Storm Sewers East Works including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees that are payable in respect thereof; (000) "Storm Sewers West Works" means the works identified as Item 4 in Schedule "2" and visually illustrated in Schedule "4"; Page 12 of 27 (ppp) "Storm Sewers West Costs" means the costs and expenses related to the Storm Sewers West Works including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees that are payable in respect thereof; (qqq)"Total Permitted GFA" means the GFA which is set out in the form of By -Law 7553/17 in effect as at September 1, 2019 which is permitted to be built on all or a portion of the H6 Lands, being 5.75 multiplied by the area of such H6 Lands; (rrr) "Trustee" means Friedman Law Professional Corporation or such other trustee as may be appointed by the Participating Owners pursuant to the provisions of this Agreement; (sss) "Trustee and Group Consultant Certifications" has the meaning set out in Section 5.1; (ttt) "Watermain Works (Ultimate)" means the works identified as Item 6 in Schedule "2" and visually illustrated in Schedule "4"; (uuu) "Watermain Costs (Ultimate)" means the costs and expenses related to the Watermain Works (Ultimate) including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees that are payable in respect thereof; (vvv) "Watermain Works (West)": means the works identified as Item 6A in Schedule "2" and visually illustrated in Schedule "4"; (www) "Watermain Costs (West)" means the costs and expenses related to the Watermain Works (East) including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees that are payable in respect thereof; (xxx)"Watermain Works (East)": means the works identified as Item 6B in Schedule "2" and visually illustrated in Schedule "4"; (yyy) "Watermain Costs (East)" means the costs and expenses related to the Watermain Works (West) including without limitation, Oversizing Costs, municipal, consulting, planning, design, engineering, surveying, construction, repairs, maintenance, acceptance and assumption, peer review, surveying, legal, cost of any financial security related thereto, and any other fees that are payable in respect thereof; Section 1.2 Schedules Schedule "1A" — Legal Description Schedule "1" — Internal Works and Ownership Schedule "2" — Community Servicing Costs Schedule "3" — H6 Precinct Plan Page 13 of 27 Schedule "4" — H6 City Works Infrastructure Schedule "5" — City Works Transportation Improvements Schedule "6" — TRCA Works Schedule "7" — H6 Parks Schedule "8" — Regional Works — Transportation Works Schedule "9" — DC Credits Schedule "10" — Ultimate Share Breakdown Schedule "11" — List of Approved Reports and Plans Schedule "12" — Arbitration Schedule "13" — Assignment and Assumption Schedule "14" — Assumption and Acknowledgement Section 1.3 Recitals and Schedules Each of the parties hereto confirm that the recitals on the first page of this Agreement are true and accurate and are incorporated into and made a part of hereof with the same force and effect as if same were herein repeated fully and at length. Each of the Schedules attached to this Agreement (including any attachments and appendices thereto), and any amendments thereto from time to time, form an integral part of this Agreement and are incorporated herein by reference. Article 2 OWNERSHIP Section 2.1 Land Owners Each Participating Owner hereby represents and warrants to the City that it is the registered and beneficial owner in fee simple, of the lands described under its name in Schedule "1A". Section 2,2 Postponements and Subordinations Each Participating Owner hereby agrees to obtain promptly prior to the registration of this Agreement such postponements and subordinations as may be deemed necessary by the City Solicitor of any encumbrance registered against a Participating Owner's Land so that this Agreement shall have priority in all respects over any such encumbrance. Article 3 COMMUNITY SERVICES Section 3.1 Construction of Community Services Page 14 of 27 When an Owner develops its lands which are subject to this Agreement, it shall construct (initially at its own cost and expense but subject to the provisions in this Agreement) all Community Services located on such lands. No Owner shall be required to construct any Community Services on its lands prior to the date on which such Owner elects to develop its lands. All Community Services shall be constructed in a good and workmanlike manner, in conformity with plans and specifications approved by the Director. The location of the Community Services are depicted for illustrative purposes only in Schedules "1,4,5,6,7" and "10" of this Agreement. The parties acknowledge that the Community Services shall be completed by the various Constructing Owners in phases and will not be completed at the same time. Consistent with Section 3.1 above, the construction of the Community Services by the Participating Owners shall be completed as follows: (a) City Centre South Main Street Works Unique shall construct the City Centre South Main Street Works; (b) Krosno Creek Rechannelization Works (Phase 1— Initial) Unique shall construct the Krosno Creek Rechannelization Works (Phase 1 — Initial); (c) Krosno Creek Rechannelization Works (Phase 2A — East) Unique shall construct the Krosno Creek Rechannelization Works (Phase 2A — East); (d) Sanitary Sewers East Works Unique shall construct the Sanitary Sewers East Works; (e) Watermain Works (West) Unique shall construct the Watermain Works (West). Each of the Constructing Owners shall be responsible for the delivery of all required security to the City and/or Region relating to the portion of the Community Services it is constructing and the appropriate Development Event. Such Constructing Owner shall also be responsible to satisfy any other requirements of the City with respect to any reduction and/or release of any security. Section 3.2 Bayly Street/Krosno Boulevard Traffic Signal Notwithstanding anything to the contrary in this Agreement, the parties acknowledge that the Bayly Street/Krosno Boulevard Traffic Signal have been identified as works to be completed by the City and/or Region prior to December 31, 2022. Should the Bayly Street/Krosno Boulevard Traffic Signal be required by the Benefitting Owner identified in Section 3.5 of this Agreement in advance of its construction by the City and/or Region, then such Benefitting Owner shall construct the Bayly Street/Krosno Boulevard Traffic Signal. In the event that all or part of the Bayly Street/Krosno Boulevard Traffic Signal is constructed by the City and/or the Region, then to the extent constructed by the City and/or the Region, the Bayly Street/Krosno Boulevard Traffic Signal Costs will be reduced accordingly. Page 15 of 27 Section 3.3 Sanitary Pipe Downstream Upgrade Works Notwithstanding anything to the contrary in this Agreement, the parties acknowledge that the Sanitary Pipe Downstream Upgrade Works have been identified as works that may be completed by the City and/or Region at some point in the future. In the event that prior to the City and/or the Region commencing the Sanitary Pipe Downstream Upgrade Works, the development of the H6 Lands progresses such that the Sanitary Pipe Downstream Upgrade Works are required by the City and/or Region to be completed, then Unique shall construct the Sanitary Pipe Downstream Upgrade Works. In such event, the definition of Community Services shall include Sanitary Pipe Downstream Upgrade Works, and the definition of Community Servicing Costs shall include the Sanitary Pipe Downstream Upgrade Costs. The Participating Owners shall share in the Sanitary Pipe Downstream Upgrade Costs in its respective Proportionate Share of the Sanitary Pipe Downstream Upgrade Costs. Section 3.4 Cost Sharing The Community Servicing Costs shall be initially paid by the Constructing Owner subject to the obligations of each of the Benefitting Owners to contribute to such costs in their respective Proportionate Shares prior to a Development Event on such Benefitting Owners Lands, pursuant to the Cost Sharing Agreement. The parties acknowledge that the Proportionate Share of the Community Servicing Costs of each Participating Owner will be adjusted from time to time as Development Events occur and New Owners are added as Participating Owners to this Agreement and the Cost Sharing Agreement. Until such time as a New Owner becomes a Participating Owner, the Owners who are then the Participating Owners shall share the Non -Participating Benefitting Owner's Proportionate Share of the Community Servicing Costs. The Non -Participating Benefitting Owners' Proportionate Share of Community Servicing Costs shall be borne by each of the Participating Owners as hereinafter set out. Each Participating Owner shall pay a fraction of the Non -Participating Benefitting Owners' Proportionate Share, the numerator of which is the Proportionate Share of a Community Servicing Cost of a Participating Owner divided by the total Proportionate Share of such Community Servicing Cost of all Participating Owners. The Proportionate Share of each Community Servicing Cost of the Participating Owners shall be adjusted from time to time by the Group Consultant, as additional parties become Participating Owners, or otherwise agree to or are obligated to contribute to the Community Servicing Costs. Section 3,5 Community Services Relating to the West of the Krosno Creek The parties hereto acknowledge that the Owner(s) of all or part of the BMC Lands shall be responsible, in addition to its Proportionate Share of the Community Servicing Costs, for constructing at its own expense, subject to the obligations of the other Participating Owners to contribute in their Proportionate Shares, the following Community Services, as the BMC Lands are the only Benefitting Lands for the associated Community Services: (i) Bayly Street/Krosno Boulevard Traffic Signal (subject to Section 3.2); (ii) Krosno Creek Rechannelization Costs (Phase 2B — West); Page 16 of 27 (iii) Krosno Creek Crossing Works; (iv) Sanitary Sewers West Costs; (v) Storm Sewers West Costs; and (vi) Watermain Costs (West). The parties further acknowledge and confirm that all financial security related to the foregoing Community Services shall be the responsibility of the Owner of the BMC Lands. Section 3.6 Approved Costs Notwithstanding anything to the contrary in this Agreement, the obligation of the Owners to contribute/share in the Community Servicing Costs shall mean such Community Servicing Costs that are Approved Costs. All Community Servicing Costs incurred by a Participating Owner shall first be certified and approved by the Group Consultant. Following certification and approval by the Group Consultant, the Group Consultant shall submit a schedule of such costs incurred by a Participating Owner (the "Incurred Costs") to the City for the City's review and approval as hereinafter set out. If the City does not deliver written objection to the Group Consultant within 30 days of receipt of the Incurred Costs, then such Incurred Costs shall be deemed to have been approved by the City, and shall be Approved Costs. In the event that the City delivers written objection of the Incurred Costs to the Group Consultant within the aforementioned 30 days, then, the parties agree to commence a peer review process to have the Incurred Costs reviewed by an independent third party peer reviewer acceptable to the Group Consultant and the City, the costs of such peer review process to form part of the Soft Costs. Notwithstanding the foregoing, in the event that all or a portion of Incurred Costs are within 10% of the corresponding Estimated Costs, then such Incurred Costs or portion thereof shall be deemed to be approved by the City and shall be deemed to be Approved Costs and the City shall not have the right to object to same. The Soft Costs associated with the Community Services including without limitation, the Administrative Costs are assumed to be 30% of the approved construction hard costs. This amount will be included in the total cost of project. A detailed accounting of the Soft Costs will be provided once such costs are known, and the Group Consultant shall complete a reconciliation of estimated to actual Soft Costs, and shall make an adjustment to the Proportionate Shares accordingly. Section 3.7 Adjusted GFA The parties hereto acknowledge that certain of the Estimated Costs and Proportionate Share calculations are currently based on projected permitted GFAs as determined by the Group Consultant in consultation with the Cost Sharing Engineer (the "Projected GFAs"), and as the Actual GFA of all or part of the H6 Lands changes from the Projected GFAs, the Proportionate Share calculations shall be adjusted and updated from time to time to reflect the then current Actual GFA applicable to the H6 Lands and accordingly the Participating Owners shall be required to contribute to the Community Servicing Costs in its updated Proportionate Shares. Page 17 of 27 Section 3.8 Development Charge Credits (a) The parties acknowledge that the items of Community Services identified by the City as being eligible for development charge credits are identified in Schedule "2" under the heading "DC Eligible Works". The City agrees that a Constructing Owner shall be entitled to DC Credits if available under the City's Development Charges By-law, as amended from time to time, which shall be applicable against the development charges payable by such Constructing Owner under the applicable development charge by-law for such Constructing Owner's Lands. (b) The parties acknowledge and agree that this Agreement shall not restrict the City from identifying as being eligible for development charge credits, additional services which as at the date of this Agreement is not identified as eligible for development charge credits. For greater certainty, the City is not restricted from amending any existing development charge by- laws. (c) The Group Consultant shall provide upon request by the City, information regarding the status of construction of the Community Services which are eligible for DC Credits. (d) Constructing Owners shall receive DC Credits on the basis of the Approved Costs and not on the basis of the Estimated Costs. (e) All DC Credits shall be shared amongst the Participating Owners in their respective Proportionate Shares applicable to that portion of the Community Servicing Cost for which the DC Credit is granted. The distribution of DC Credits and allocation amongst the Participating Owners shall be administered by the Trustee and the Group Consultant pursuant to the Cost Sharing Agreement. For greater certainty, the parties confirm that the City shall not be responsible for any proportionate sharing of DC Credits pertaining to the Community Services amongst the Participating Owners, and the Group Consultant together with the Trustee shall administer the sharing of all DC Credits proportionately amongst the Participating Owners. Each Owner hereby releases the City from liability for payment of any DC Credit once the City has paid the amount of such DC Credit to the Trustee as required by Section 3.7(h). (f) Subject to Section 3.7(i) and (j) below, at the time of completion of a contract relating to an item of Community Services, the City shall pay to the Constructing Owner, that portion of DC Credits related to such item of Community Services, attributable to a benefit to existing developments, as identified in the City of Pickering 2017 Development Charges Background Study (and if applicable, as same may be updated and supplemented from time to time). Until the full amount of the upfronted DC Credit eligible Community Services have been paid to the Trustee in full, the City agrees to not enter into any agreements with any other parties which will in directly or indirectly reduce the development charges payable by any Non - Participating Benefitting Owners with respect to any of the Community Services. (g) Page 18 of 27 (h) The City has agreed to include as being DC eligible, in its Development Charges By-law, the land acquisition costs associated with the City Centre South Main Street (Sandy Beach to Universal City Limits). The Constructing Owner of that item of Community Services shall front end (with the other Benefitting Owners being obligated hereunder to contribute in their Proportionate Shares), the portion of those acquisition costs attributable to a benefit to existing developments as identified in the applicable City DC Background Study (which shall mean 25% of the GTTA Compensation, indexed with reference to the Indexing Factor). Payment of such portion of the said acquisition costs shall be made to the City when development charges are due from such Constructing Owner. (i) The Constructing Owner is obligated to give the City 12 months' written notice of anticipated completion of an item of Community Services so that the City can include the applicable project costs in its annual budget. Notwithstanding anything to the contrary in this Agreement, the City shall pay for that portion of the City Centre South Main Street Costs identified as Item 7 on Schedule 5. Article 4 CONVEYANCE OF CITY CENTRE SOUTH MAIN STREET, PARK LANDS Section 4.1 Conveyance (a) The Participating Owners of the City Centre South Main Street Lands shall prepare all necessary reference plans at their own expense. All reference plans shall be approved by the Director prior to being deposited on title to the H6 Lands. (b) Each of the Participating Owners shall convey its respective portion of the City Centre South Main Street Lands at no cost to the City free and clear of any encumbrances save and except as agreed to by the City, as and when required by the City. (c) Each Participating Owner agrees that the transfers of land and transfers of easements to the City required pursuant to this Agreement are to be messaged to the City Solicitor together with such Owner's. (d) Concurrently with the execution by the City and a Participating Owner of a site plan agreement pertaining to any of the lands described under such Owner's name in Schedule "1A" hereof, such Participating Owner shall convey and transfer its respective portion of the City Centre South Main Street Lands to the City. Each Participating Owner shall prepare all necessary surveys and reference plans at its costs and shall convey to the City, at nominal cost, its respective portions of the City Centre South Main Street Lands with a collective 20 metre width, in fee simple and free and clear of any encumbrances save and except for: (i) the reservation of a temporary non-exclusive right of way for access purposes until such time as the lands have been dedicated as a public highway; (ii) the reservation of a temporary easement for construction purposes, including (e) Page 19 of 27 to install an underground system of tie back soil anchors and ancillary installations in order to provide support and to allow for the boom of a crane erected on the Participating Owner's Lands to swing through the air space thereof , until such time as the lands have been dedicated as a public highway, subject to the indemnification and insurance provisions noted below; (iii) the Permitted Encumbrances; and (iv) any other encumbrances acceptable to Director in consultation with the City Solicitor. For clarity, conveyance of the City Centre South Main Street Lands may at the request of a Participating Owner be stratified to allow the Participating Owner of any underground private garages or other facilities, structures or erections under City Centre South Main Street to retain title thereto as shown on accepted plans and described by one or more reference plans approved by the Director. If the conveyance of the City Centre South Main Street Lands is stratified, the conveyance to the City shall provide easements for support satisfactory to the City Solicitor. (f) With respect to the reservation of a temporary easement for construction purposes contained in Section 4.1(e), each Participating Owner requiring such temporary easement shall: (i) from time to time and all times hereafter fully indemnify and save harmless the City, its elected officials, employees, agents, their successors and assigns, or any of them, from and against all actions, causes of action, suits, claims and other proceedings which may be brought against or made upon the City, its elected officials, officers, employees, agents, their successors and assigns, or any of them, and from and against all loss, liability, judgment, costs, charges, demands damages or expenses which the City, its elected officials, officers, employees, agents, their successors and assigns, or any of them may sustain, suffer or be put to resulting from or arising out of any loss, damage or injury (including death resulting from injury) to any person or property, howsoever caused, directly or indirectly, resulting from or sustained by reason of any act or omission of such Participating Owner or any person for whom it is in law responsible in connection with the temporary easement for construction purposes; and (ii) take out and maintain, at its expense, commercial general liability insurance with respect to the construction, pursuant to the temporary easement for construction purposes, acceptable as to form, limits and conditions to the City for a limit of not less than Ten Million Dollars ($10,000,000.00) per occurrence (such limit to be increased from time to time to reflect an amount which would be maintained by a prudent owner as determined by the City acting reasonably) covering possible damages, losses, claims and expenses for or in connection with any personal injury, death or property damage that might be incurred on or about the lands which are the subject of the temporary easement. The insurance policy shall include the City as an additional insured and contain a cross -liability and severability of interest clause and include contractual liability coverage. The liability insurance policy shall provide that any breach of a Page 20 of 27 condition of the policy by an insured shall not affect protection given by the policy to any other insured. The liability insurance policy shall contain a clause providing that the insurer will not cancel or refuse to renew the said insurance without first giving the City thirty (30) days prior written notice thereof. Upon the request of the City, such Participating Owner shall supply the City with satisfactory evidence of such insurance, and a certificate of insurance shall be remitted to the City Solicitor within thirty (30) days of issuance and evidence of continuance shall be remitted to the City at least thirty (30) days prior to the expiration of any insurance policy. Such Participating Owner shall provide to the City a copy of the insurance policy upon request. Section 4.2 Parkland under Section 42 of the Planning Act If any lands of a Participating Owner are required to be dedicated to the City pursuant to Section 42 of the Planning Act as a condition of a Development Event on any of such Participating Owner's Lands, then such Participating Owner shall be solely responsible for the dedication of such lands to the City or payment of cash in lieu thereof. The proposed locations of park lands to be dedicated to the City by the Owners are depicted in Schedule "7". Article 5 APPROVALS BY CITY Section 5.1 Undertaking to Collect As a condition of any approval granted by the City of a Development Event for any Non - Participating Benefitting Owners' Lands located within the Benefitting Lands, the City hereby agrees and undertakes (subject to sections 5.3 and 5.4 below) to require all Non -Participating Benefitting Owners to: (i) pay their respective Proportionate Share of the Community Services Costs which have already been incurred, subject to indexing by the Indexing Factor, and subject to adjustment as set out in Section 3.7; and (ii) become a party to this Agreement and assume all obligations contained herein with respect to the Community Services and Community Servicing Costs as a Participating Owner. Prior to granting final approval to any development on a Non - Participating Benefitting Owners' Lands, the City shall require written confirmation from the Trustee and the Group Consultant (the "Trustee and Group Consultant Certifications") that the previously Non -Participating Benefitting Owner: (1) has become a Participating Owner; (2) is a party to this Agreement; (3) has paid all amounts required to be paid by it pursuant to this Agreement; and (4) to the knowledge of the Trustee and Group Consultant, is in compliance with all terms and obligations of this Agreement. Section 5.2 Approval for Participating Owners Prior to granting approval under the Planning Act to any Development Events on any Participating Benefitting Owners' Lands, the City shall require the Trustee and Group Consultant Certifications that the Participating Benefitting Owner: (1) has paid all amounts required to be paid by it pursuant to this Agreement and the Cost Sharing Agreement; and (2) to the knowledge of the Trustee and Page 21 of 27 Group Consultant, is in compliance with all terms and obligations of this Agreement and the Cost Sharing Agreement. Section 5.3 Conformity of Cost Sharing Agreement The Cost Sharing Agreement must be consistent with the provisions of this Infrastructure Agreement for the H6 Block. The City's obligations under Section 5.1 shall be suspended in the event of any amendment to the Cost Sharing Agreement which renders it inconsistent with this Agreement. Without limiting the generality of the foregoing, the Community Servicing Costs and Ultimate Share Breakdown in the Cost Sharing Agreement must be the same as set out in Schedules 2 and 10 of this Agreement. Section 5.4 Subject to Applicable Laws and Rulings If the amounts of any Servicing Costs and/or the apportionment of same among the Owners is varied by the Local Planning Appeals Tribunal, any court of competent jurisdiction or any Governmental Authority to which the City is subject, then this Agreement and the Cost Sharing Agreement shall be deemed to have been amended accordingly. Article 6 GENERAL Section 6.1 Compliance Each Participating Owner agrees that it will allow a condition to be inserted into both its draft plan approval, its subdivision agreement and/or site plan agreement with the City precluding the release by the City of a Subdivision Plan or Plan of Condominium for registration, or issuance of an above ground building permit, unless the Trustee and Group Consultant Certifications referred to in Section 5.1 are delivered to the City. Section 6.2 Registration on Title The Participating Owners consent to the registration of this Agreement by the City against title to the Participating Owners' Lands in priority to any registered mortgages. The Owners covenant and agree to pay to the City or reimburse the City for registration fees and administrative costs incurred by the City by reason of the registration of this Agreement, or any transfers or other documents required by or arising from this Agreement. Section 6.3 Agreement Binding This Agreement and all of the terms, covenants, conditions and other provisions contained herein and all of the obligations under or pursuant to this Agreement shall run with the Owners' Lands and shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and assigns, including all subsequent mortgagees of any part of an Owner's Lands. All parties shall use their best efforts to obtain the written acknowledgement and consent of any current mortgagee to be bound by the terms of this Agreement. Page 22 of 27 Section 6.4 Subsequent Participating Owners An Owner of land within the H6 Lands who is not a signatory hereto may subsequently become a signatory hereto (a "New Owner") provided that the following terms and conditions have been satisfied, as determined by the Trustee and Group Consultant: (a) the New Owner executes and delivers the form of assumption and acknowledgement of this Agreement attached hereto as Schedule "13", agreeing, inter alia, to assume the obligations herein set forth with respect to Participating Owners, as if such New Owner had been originally named as a party to and Participating Owner in this Agreement; (b) the New Owner shall deliver payment to the Group Consultant of all amounts required to be paid by it pursuant to this Agreement and the Cost Sharing Agreement; and (c) the New Owner shall deliver payment to the Group Consultant of an amount, determined by the Group Consultant, representing the additional cost or financial consequences of any impact that the addition of the New Owner as a party to this Agreement will have on the Community Servicing Costs and any other costs, services related to this Agreement. Section 6.5 Entire Agreement This Agreement constitutes the sole agreement between the parties with respect to the subject matter hereof. There is no collateral agreement, condition or term applicable thereto, other than as expressed or referred to herein in writing. The parties hereto may only amend this Agreement by further agreement in writing executed by all parties hereto. In the event of any inconsistency between any provision of this Agreement and any provision of the Cost Sharing Agreement this Agreement shall prevail. Section 6.6 Waiver The failure of the City or any other party to this Agreement, at any time to require performance by the Participating Owner of any obligation under this Agreement shall in no way affect their rights thereafter to enforce such obligation, nor shall the waiver by the City or such other party to this Agreement of the performance of any obligation hereunder be taken or be held to be a waiver of the performance of the same or any other obligation hereunder at any later time. The City and such other party to this Agreement shall specifically retain its rights at law to enforce this Agreement. Section 6.7 Notices Any notices to be given under the terms of this Agreement shall be in writing and shall be given to the applicable party by personal service or by mailing by first class mail with postage fully prepaid or by facsimile at the number herein set forth provided that, where mailed, it shall be deemed to be received on the fifth day following the date of mailing: To: Universal City One Developments Inc. 150 Ferrand Drive, Unit 801 Toronto, ON, M3C3E5 Attention: Dave Friedman To: Unique AT Holding Corporation Page 23 of 27 150 Ferrand Drive, Unit 801 Toronto, ON, M3C3E5 Attention: Dave Friedman To: Nal -Band Holdings Inc. c/o Empack Spraytech Inc. 98 Walker Drive Brampton ON L6T 4H6 Attention: Ara Nalbandian To: The Corporation of the City of Pickering City of Pickering One The Esplanade Pickering, ON L 1 V 6K7 Attention: Legal Services To: Friedman Law Professional Corporation 150 Ferrand Drive, Unit 800 Toronto, ON, M3C3E5 Attention: Bill Friedman & Shirley Bai Section 6.8 Time of the Essence Time shall be of the essence of this Agreement and every part thereof. Section 6,9 No Partnership Nothing herein contained shall be deemed or construed so as to make, render or constitute any of the parties hereto partners with one another. Section 6.10 Severability If a court of competent jurisdiction should declare any clause or part of a clause of this Agreement to be invalid or unenforceable, such clause or part of a clause shall not be construed as being an integral part of this Agreement or having persuaded or influenced either party to this Agreement to execute the same, and it is hereby agreed that the remainder of this Agreement shall be valid and in full force and effect. Section 6.11 Joint and Several A Party that is comprised of more than one person or entity shall be collectively treated as one Party and each member of such Party shall be jointly and severally responsible for the performance and the obligations of such Party. Section 6,12 Jurisdiction This Agreement shall be interpreted under and is governed by the laws of the Province of Ontario and the parties attorn exclusively to the jurisdiction of the courts of the Province of Ontario located in the City of Toronto. Page 24 of 27 Section 6.13 Further Assurances Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other, 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 6.14 Adjustments to Schedules Notwithstanding anything contained in this Agreement to the contrary, it is understood, acknowledged and agreed by the parties that the Schedules appended hereto that detail the Estimated Costs are estimates prepared by the Cost Sharing Engineer to determine each Participating Owner's proportionate costs. The information contained in these schedules will be amended as development proceeds and Estimated Costs are replaced with Approved Costs as determined in accordance with Section 3.5. Section 6.15 Counterpart Execution This Agreement may be executed in any number of counterparts and each such counterpart shall for all purposes constitute one agreement, binding on all the parties hereto notwithstanding that all parties are not signatories to the same counterpart. This Agreement may be executed by one or more of the parties by facsimile or electronically transmitted signature and all parties agree that the reproduction of signatures by way of facsimile device or electronic transmission will be treated as though such reproductions were executed originals. Section 6.16 Arbitration If any party to this Agreement shall choose to challenge in any material manner, any determination made by the Group Consultant or Trustee, if any material claim or dispute shall arise with respect to any of the provisions herein or the performance or non-performance by any of the parties of the provisions hereof, any party may, by service of notice in writing to the other parties, the Trustee, and the Group Consultant, require that such claim, matter or dispute be submitted to and settled by arbitration in accordance with the procedure set out in Schedule "13" hereto, provided, however, that the parties shall continue their performance of the terms and conditions of this Agreement before and during any such arbitration proceeding. For greater certainty, with respect to any disputes or challenges involving a sum of money or an amount, a difference of 10% or more shall be deemed to be material. IN WITNESS WHEREOF the parties have executed this Agreement as of the day, month and year first above written. Per: Universal City One Developments Inc. Name: Title: Per: Per: Per: Per: Per: I have authority to bind the Corporation. Unique AT Holding Corporation Name: Title: I have authority to bind the Corporation. Nal -Band Holdings Inc. Gestion Nal - Band Inc. Name: Title: I have authority to bind the Corporation. The Corporation of the City of Pickering Name: Title: Name: Title: I/We have authority to bind the Corporation. Friedman Law Professional Corporation Name: Title: Page 25 of 27 Page 26 of 27 I/We have authority to bind the Corporation. SCHEDULE 1 INFRASTRUCTURE AGREEMENT INTERNAL WORKS & OWNERSHIP BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM FII WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND H6 LANDS BOUNDARY OWNERSHIP BOUNDARIES NON PARTICIPANT BENEFITTING INTERNAL PARTICIPANT BENEFITTING INTERNAL CITY OF PICKERING LANDS SCHEDULE "2"- Community Servicing Costs Infrastructure Agreement Costed Item Location Ultimate Responsibility Estimated Cost Schedule Reference City Works A # 1. Krosno Creek Crossing Internal BMC $3,013,427 Schedule "5" 2. Sanitary Sewers (west) Internal BMC $127,120 Schedule "4" 3. Sanitary Sewers (east) Internal Unique $160,160 Schedule "4" 4. Storm Sewers (west) Internal BMC $275,520 Schedule "4" 5. Storm Sewers (east) Internal Unique $267,540 Schedule "4" 6. Watermains (Ultimate) Internal All $551,950 Schedule "4" 6A - Watermains (west) Internal BMC $164,500 Schedule "4" 6B - Watermains (east) Internal Unique $387,450 Schedule "4" 7. City Centre South Main Street (Sandy Beach to Universal City limits) Internal Unique $336,347 Schedule "5" 8. City Centre South Main Street (Within Universal City limits) Internal Unique $662,456 Schedule "5" 9. Krosno Boulevard Extension Internal BMC $703,670 Schedule "5" 10. Bayly Street and Krosno Boulevard Traffic Signal External BMC $500,000 Refer to Clause 3.2 Land Acquisition 11. GTTA Compensation Internal _ All $201,866 Schedule "1" TRCA Works 12. Krosno Creek Rechannelization (Ultimate), inclusive of 12.1, 12.2A, 12.2B Internal All $840,000 Schedule "6" 12.1- Krosno Creek Rechannelization (Phase 1 - Initial) Internal Unique $220,000 Schedule "6" 12.2A - Krosno Creek Rechannelization (Phase 2 - East) Internal Unique $273,000 Schedule "6" 12.2B - Krosno Creek Rechannelization (Phase 2 - West) Internal BMC $347,000 Schedule "6" DC Eligible Works- City and/or Region 13. Krosno Creek Crossing Internal BMC $3,013,427 Schedule "9" 14. Watermains (Ultimate) Internal All $129,003 Schedule "9" 14A — Watermains (west) Internal BMC $43,190 Schedule "9" 14B — Watermains (east) Internal Unique $65,163 Schedule "9" 15. City Centre South Main Street (Sandy Beach to Universal City limits) Internal Unique $224,221 Schedule "9" 16. City Centre South Main Street (Within Universal City limits) — Oversizing Internal Unique $170,106 Schedule "9" 17. Krosno Boulevard Extension — Oversizing Internal BMC $185,125 Schedule "9" 18. Storm Sewer (Sandy Beach to Universal City Limits) Internal Unique $38,780 Schedule "9" SCHEDULE 3 INFRASTRUCTURE AGREEMENT H6 PRECINCT PLAN BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND H6 LANDS BOUNDARY OWNERSHIP BOUNDARIES KROSNO CREEK LANDS NOTE: 1. Proposed TRCA Property Line per Schaeffer & Associates Krosno Creek Flood Plain Analysis plan dated November 06, 2018. SCHEDULE 4 INFRASTRUCTURE AGREEMENT H6 CITY WORKS INFRASTUCTURE BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM ffg WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND H6 LANDS BOUNDARY — — — OWNERSHIP BOUNDARIES PUBLIC ROAD PRIVATE ROAD EAST WORKS ITEMS 3,5,6 (6B) WEST WORKS ITEMS 2,4,6 (6A) f■■■■ • • • ` KROSNO CREEK CROSSING SANITARY SEWER TRUNK • MANHOLE NOTE: 1. Proposed TRCA Property Line per Schaeffer & Associates Krosno Creek Flood Plain Analysis plan dated November 06, 2018. SCHEDULE 5 INFRASTRUCTURE AGREEMENT CITY WORKS TRANSPORTATION IMPROVEMENTS BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM fro WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND H6 LANDS BOUNDARY — — — OWNERSHIP BOUNDARIES f■■■■ • • • i KROSNO CREEK CROSSING ITEM 7 8 9 44 CITY CENTRE SOUTH MAIN STREET (SANDY BEACH TO UNIVERSAL CITY LIMITS & SANDY BEACH EXTENSION CITY CENTRE SOUTH MAIN STREET (WITHIN UNIVERSAL CITY LIMITS) KROSNO BOULEVARD EXTENSION NOTE: 1. Proposed TRCA Property Line per Schaeffer & Associates Krosno Creek Flood Plain Analysis plan dated November 06, 2018. SCHEDULE 6 INFRASTRUCTURE AGREEMENT TRCA WORKS BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM fro WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND ITEM H6 LANDS BOUNDARY OWNERSHIP BOUNDARIES i ' KROSNO CREEK 12 IL .... RECHANNELIZATION WORKS (ULTIMATE) 12.1 PHASE 1 (INITIAL) 12.2A PHASE 2A (EAST) 12.2B 2B (WEST) 1 • NOTE: 1. Proposed TRCA Property Line per Schaeffer & Associates Krosno Creek Flood Plain Analysis plan dated November 06, 2018. 4S14* ,•i ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ ♦ __1 ♦• � EES 0 1 100 SCALE METRES SCHEDULE 7 INFRASTRUCTURE AGREEMENT H6 PARKS BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM ffg WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND H6 LANDS BOUNDARY PROPOSED PARKS PROPOSED PARK 1 CONCEPTUAL LOCATION TO BE DETERMINED NOTE: 1. Proposed TRCA Property Line per Schaeffer & Associates Krosno Creek Flood Plain Analysis plan dated November 06, 2018. DRAFT FOR DISCUSSION PURPOSES ONLY 0 I I SCALE 275 I I I METRES LEGEND H6 LANDS BOUNDARY ITEM 10 BAYLY STREET & KROSNO BOULEVARD TRAFFIC SIGNAL SCHEDULE 8 INFRASTRUCTURE AGREEMENT REGIONAL WORKS TRANSPORTATION WORKS BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM 641 WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY 0 I I SCALE 275 I I METRES D.C. CREDIT ELIGIBLE ITEMS ITEM CITY 13 KROSNO CREEK CROSSING 15-17 CITY CENTRE SOUTH MAIN STREET & KROSNO BOULEVARD EXTENSION ITEM REGION 14A WATERMAIN - WEST 14B WATERMAIN - EAST SCHEDULE 9 INFRASTRUCTURE AGREEMENT DC CREDITS BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM II 0 WESTON CONSULTING planning + urban design SCHEDULE 10 - ULTIMATE PROPORTIONATE SHARE BREAKDOWN Infrastructure Agreement Breakdown based on Total Permitted GFA 4. Storm Sewers (west) 1. Krosno Creek Crossing Cost Breakdown by Owner: Percentage Cost Breakdown by Owner: Percentage Nal -Band Unique AT Management: BMC Bayly Park Inc. 24% Nal -Band 0% 5% BMC Bayly Park Inc. 5. Storm Sewers (east) 50% Metrolinx Percentage 21% TOTAL Nal -Band 100% 6. Watermains 0% Metrolinx Cost Breakdown by Owner: Percentage 100% Unique AT Management: Nal -Band 24% Nal -Band 100% 5% BMC Bayly Park Inc. TOTAL 50% Metrolinx Metrolinx 21% TOTAL 100% 100% 11. GTTA Compensation Cost Breakdown by Owner: Percentage Cost Breakdown by Owner: Percentage Nal -Band Unique AT Management: Metrolinx 0% Nal -Band 0% BMC Bayly Park Inc. 0% Metrolinx 100% TOTAL 100% Breakdown based on Tibutary Drainage Area 4. Storm Sewers (west) 12.1. Krosno Rechannelization (Phase Cost Breakdown by Owner: Cost Breakdown by Owner: Percentage Unique AT Management: 0% Nal -Band 0% BMC Bayly Park Inc. 100% Metrolinx 0% TOTAL 100% 5. Storm Sewers (east) Unique AT Management: Cost Breakdown by Owner: Percentage Unique AT Management: 45% Nal -Band 7% BMC Bayly Park Inc. 0% Metrolinx 48% TOTAL 100% Breakdown based Area Within the Ultimate Floodplain on 12.1. Krosno Rechannelization (Phase Cost Breakdown by Owner: 1 - Initial) Percentage Unique AT Management: 45% Nal -Band 55% BMC Bayly Park Inc. 0% Metrolinx 0% TOTAL 100% 12.2A. Krosno Rechannelization (Phase Cost Breakdown by Owner: 2a - East) Percentage Unique AT Management: 37% Nal -Band 46% BMC Bayly Park Inc. 0% Metrolinx 17% TOTAL 100% 12.2B. Krosno Rechannelization (Phase Cost Breakdown by Owner: 2b - West) Percentage Unique AT Management: 0% Nal -Band 0% BMC Bayly Park Inc. 100% Metrolinx 0% TOTAL 100% Breakdown based on Sanitary Flows 2. Sanitary Sewers (west) Percentage Cost Breakdown by Owner: Unique AT Management: 0% Nal -Band 0% BMC Bayly Park Inc. 100% Metrolinx 0% TOTAL 100% 3. Sanitary Sewers (east) 8. City Centre South Main Street City Limits Cost Breakdown by Owner: Percentage Unique AT Management: 50% Nal -Band 4% BMC Bayly Park Inc. 0% Metrolinx 47% TOTAL 100% Breakdown based on Road Frontage 7. City Centre South Main Street Universal City L (Sandy Beach to mits) Cost Breakdown by Owner: Percentage Unique AT Management: 0% Nal -Band 0% BMC Bayly Park Inc. 0% Metrolinx 100% TOTAL 100% 8. City Centre South Main Street City Limits (Within Universal Cost Breakdown by Owner: Percentage Unique AT Management: 100% Nal -Band 0% BMC Bayly Park Inc. 0% Metrolinx 0% TOTAL 100% 9. Krosno Boulevard Extension Cost Breakdown by Owner: Percentage Unique AT Management: 0% Nal -Band 0% BMC Bayly Park Inc. 100% Metrolinx 0% TOTAL 100% 10. Bayly St. and Krosno Blvd. Traffic Signal Cost Breakdown by Owner: Percentage Unique AT Management: Refer to Clause 3.2 Nal -Band BMC Bayly Park Inc. Metrolinx TOTAL Schedule "12" — Arbitration Procedure 1. Notice Of Arbitration 1.1. Any Party may at any time initiate arbitration by delivering a written notice of arbitration (the "Notice of Arbitration") to the other Parties involved in a dispute, pursuant to the notice provisions set out in the Agreement. 1.2. The Notice of Arbitration shall include: (a) an outline of the issues to be arbitrated; (b) the names of the parties involved in the dispute; and (c) the names of at least two (2) persons who the Party has selected to act as arbitrator ranked in order of preference. 1.3. Except as otherwise provided in this Schedule, the arbitration of a dispute, including its procedures, decision and enforcement, shall be in accordance with the Arbitration Act, 1991 (Ontario) and any amended or successor legislation and the other applicable laws of the Province of Ontario regarding arbitration and the enforcement of arbitral awards (collectively, the "Arbitration Act") and any applicable federal laws of Canada. 2. The Arbitrator 2.1. The arbitrator shall be a member of the Arbitration and Mediation Institute of Ontario; or a Canadian former Judge who carries on business as a professional arbitrator and who is based in Ontario. 2.2. The arbitrator shall be impartial and independent of the Parties to the dispute and shall, if requested, confirm to the Parties that he/she has no current or past relationship of any kind with any of the Parties that might give rise to justifiable doubts as to his or her impartiality. 2.3. Within five (5) days of receipt of a Notice of Arbitration the recipients shall deliver to the other Party or Parties the names of two qualified individuals to act as the arbitrator, who have indicated a willingness to act as arbitrator, ranked in order of preference. 2.4. The Parties shall unanimously appoint, within ten (10) days of delivery of the Notice of Arbitration, an arbitrator from the names submitted. 2.5. If the Parties are unable to reach unanimous agreement on the selection of an arbitrator within ten (10) days after the date the Notice of Arbitration is delivered, the arbitrator shall be selected at random by draw by the Party who delivered the Notice of Arbitration and in the presence of the other Parties from among the names of the arbitrators submitted by the Parties. 2.6. If a Party fails to submit names in accordance with this Section 2, such Party shall be deemed to accept as the arbitrator, the person selected, by the other Party or Parties, in accordance with this Section 2. 2.7. The place of arbitration shall be determined by the arbitrator in consultation with the Parties and the arbitrator will promptly advise the Parties of the location in the City of Toronto, time for commencement, schedule for and estimated cost of the arbitration. 2.8. Within ten (10) days after the date of the appointment of the arbitrator each Party shall deliver to the arbitrator and to the other Party or Parties a written arbitration brief which shall set forth each Party's position concerning the matters in dispute and shall include: (a) a statement of fact and law and copies of any authorities relied upon; (b) copies of all relevant documents that are in that Party's possession or within the Party's control; (c) a statutory declaration of the Party presenting the brief declaring that the documents included in the brief are all the documents relevant to the Dispute that are in that Party's possession or control; and (d) a statement of the relief sought. 2.9. Each Party shall deliver to the arbitrator, with their arbitration brief; or no later than twenty- four (24) hours before the commencement of the arbitration, a certified cheque payable to the arbitrator for such Party's pro rata share of the arbitrator's anticipated fees and expenses of the arbitration. 2.10. The fees and expenses of the arbitration shall be borne as specified in the arbitrator's award. 2.11. If a Party fails to deliver to the arbitrator a certified cheque the arbitrator may continue the arbitration and make an award on the evidence before him/her except that the arbitrator may not take into account any documents, briefs or evidence provided by the Party who failed to pay fees pursuant to Section 2.9. 2.12. If the Party who fails to deliver a certified cheque to the arbitrator in accordance with Section 2.9 is the Party who commenced the arbitration, the arbitrator may make an award dismissing the claim. 2.13. The arbitration shall be an oral hearing, conducted in the English language, unless the Parties and the arbitrator agree otherwise, and shall consist of examination in chief and cross examination of witnesses under oath, and oral arguments to be presided over by the arbitrator. Except for the statutory declaration there shall be no oral or documentary discovery under oath. 2.14. The Parties are entitled to be represented and assisted by legal counsel in connection with all aspects of the arbitration and any Party's legal counsel shall be permitted to attend and fully participate in all aspects of the arbitration. 2.15. The hearing shall begin not more than thirty (30) days after the Notice of Arbitration is delivered and shall be conducted over no more than five (5) consecutive business days whereby: (a) each Party shall be given a maximum of two (2) full business days to present his or her case to the arbitrator; (b) the arbitrator shall have the discretion to regulate, among other things, the length of a Party's cross examination of the other Party's witnesses to ensure the fair and equal treatment of all Parties with regard to the time limits of the hearing; and (c) on the fifth (5th) business day of the hearing or earlier, each Party shall be given the opportunity to present oral and written arguments to the arbitrator. 2.16. The arbitrator shall have the discretion to determine all procedural matters, including but not limited to those relating to evidence, witnesses, documents and interpreters, and may require the Parties to attend at a preliminary meeting which may be held by teleconference, to discuss and determine any procedural matters that, in the discretion of the arbitrator, should be determined prior to the commencement of the arbitration hearing. 2.17. The arbitrator may make whatever award he/she considers just having regard to the dispute, and may do one or more of the following: (a) order an amendment to any document in dispute between the Parties, said amendment to be effective as between the Parties to the arbitration; (b) order a Party to do something; (c) order a Party to refrain from doing something; (d) order a Party to pay money as damages, compensation reimbursement; and (e) any other order as may be permitted by the Arbitration Act. 2.18. The arbitrator shall be required to make an award, in writing, signed by the arbitrator, within thirty (30) days after the conclusion of the hearing and a copy of the award is to be delivered to the Parties. 2.19. The award of the arbitrator shall be final and binding and shall not be subject to appeal save and except. 2.20. The arbitrator's award may include an order for costs, specifying the Party or Parties entitled to costs. If the arbitrator does not make an order respecting costs, a Party may, within twenty (20) days after being notified of the award, apply to the arbitrator for an order respecting costs. If no application is made to the arbitrator for an order respecting costs or, if following an application the arbitrator does not make an order respecting costs, then subject to any agreement to the contrary, the Parties will bear their own costs of the fees and disbursements of the arbitrator in equal shares. 2.21. An arbitrator's award and/or order for costs may be filed in the Superior Court of Justice and, on being filed, will have the same effect as if it was an order of the Superior Court of Justice. Appendix 111 to Report PLN 22-19 Master Development Agreement This Master Development Agreement made as of the day of , 2019. AMONGST: UNIQUE AT HOLDING CORPORATION - and - UNIVERSAL CITY ONE DEVELOPMENTS INC. (collectively, the "Owner") - and - CITY OF PICKERING (the "City") WHEREAS the Owner proposes to develop the lands legally described in Schedule "A", in the City of Pickering, in the Regional Municipality of Durham, as up to five (5) highrise condominiums as shown on Schedule "Al" consisting of (5) development phases. AND WHEREAS in connection with the development of the Universal City Project, the Owner is required as a condition of approval of the site plan for Phase 1, to enter into this Agreement with the City; NOW THEREFORE in consideration of the sum of $2.00 paid by the Owner to the City and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree as follows: 1. Definitions (a) "Above Grade Building Permit" means a building permit issued pursuant to Section 8 of the Building Code Act, which permits the construction of a building or portion thereof above grade, but excludes a building permit issued solely for the demolition, excavation, shoring or foundation of a building; (b) "City Centre South Main Street" means Part 1 City Centre South Main Street and Part 2 City South Centre Main Street; (c) "City Centre South Main Street Lands" means the Part 1 City Centre South Main Street Lands and the Part 2 City Centre South Main Street Lands; (d) "City Park Lands" means the lands described in Section 7(a); (e) "City Treasurer" shall mean the Director, Finance & Treasurer for the City and shall include his or her designates; (f) "Conveyance Date" means the date of registration of the transfer from the Owner to the City of City Park Lands; (g) "Director" means the Director of Engineering & Public Services and shall include his or her designates; (h) "Escrow Agent" means Friedman Law Professional Corporation; Page 2 of 20 (i) "Estimated Cost of Initial Park Improvements" means the estimated costs to complete the Initial Park Improvements, as set out in Schedule "C" attached hereto; (j) "Estimated Cost of the Park Improvements" means the estimated cost to complete the Park Improvements for either Scenario 1 or Scenario 2, as applicable, as set out in Schedule "C" attached hereto; (k) "Final Acceptance Certificate" means written confirmation provided to the Owner by the Director that the requirements for acceptance of the Works or a portion thereof have been completed in a manner satisfactory to the Director; (1) "Financial Security" shall mean a letter of credit in a form and from an institution acceptable to the City Treasurer or a certified cheque payable to the City; (m) "Front -Ended Community Works" means those items of works defined as Community Services in the Infrastructure Agreement, for which the Owner has agreed to construct and front end the costs of construction for, including without limitation, the Krosno Creek Improvements, Park Improvements, and City Centre South Main Street; (n) "H6 Block" means the lands shown in Schedule "A" attached hereto; (o) "Indexing Factor" means the indexing factor approved by the Group Consultant with reference to the Statistics Canada. Table 18-10-0135-01 — building construction price indexes, by type of building (Toronto), or with reference to any other substitute index designated by the Group Consultant in consultation with the Cost Sharing Engineer; "Infrastructure Agreement" means the Infrastructure Agreement for the H6 Lands entered into by the participating owners of lands located in the H6 Block for the sharing of costs and satisfaction of requirements for the lifting of the holding by-law designation over the H6 Block, dated (p) (q) "Initial Parkland" means the lands shown in Schedule "B" attached hereto; (r) "Initial Park Improvements" means grading and sodding of the Initial Parkland; (s) "Initial Public Road Works" means the works described in Schedule "D" under the heading "Initial Public Road Works"; (t) "Krosno Creek Lands" means the lands owned by Unique AT Holding Corporation identified in Schedule "F" and shaded in the colour [•1; (u) "Krosno Creek Improvements" means the works identified in Schedule "F"; (v) "Krosno Creek Rechannelization Initial Works" means the works identified in Schedule "F"; (w) "Krosno Creek Rechannelization Ultimate Works" means the works identified in Schedule "F"; (x) "Lands" has the meaning set out in Section 2; (y) "Market Value" means the amount that the land is expected to realize if sold in the open market by a willing seller to a willing buyer; Page 3 of 20 (z) "Metrolinx Public Road Lands" means those lands legally described as Part on Plan 40R- (aa)"Metrolinx Road Works" means the works described in Schedule " "; (bb) "Park Improvements" has the meaning set out in Section 8(a); (cc)"Phase 1" means the proposed condominium building to be located on the lands depicted in Schedule (dd) "Phase 2" means the proposed condominium building to be located on the lands depicted in Schedule "Al"; (ee)"Phase 3" means the proposed condominium building to be located on the lands depicted in Schedule "A1"- (ff) "Phase 4" means the proposed condominium building to be located on the lands depicted in Schedule "A1"- (gg) "Phase 5" means the proposed condominium building to be located on the lands depicted in Schedule "A1";"Proportionate Share" means the Total Approved GFA of the applicable buildings Phase 1 through Phase 5 divided by Total Approved GFA for the Universal City Project; (hh) "Scenario 1" means if the event set out in Section 7(d) occurs; (ii) "Scenario 2" means if the event set out in Section 7(e) occurs; (jj) "Total Approved GFA" means the total area of each and every floor whether located above, at or below grade, measured between the exterior faces of the exterior walls of the building at each floor level but excluding any porch, veranda, cellar, mechanical room or penthouse, or areas dedicated to parking within the building, which has been approved by the City to be developed on the lands as set out in the By -Law ; in the event of any inconsistencies between the foregoing definition and the definition of Total GFA set out in By -Law , then the definition in the By -Law shall prevail; and (kk) "Truck Turning Radius" means Parts on Plan 40R- 2. Lands Affected The lands affected by this Agreement are: firstly: PT LT 21 CON 1 PICKERING PT 2 PL 40R-17380; PICKERING, REGIONAL MUNICIPALITY OF DURHAM, forming all of PIN 26330-0162 (LT); and secondly: PT LT 21 CON 1 PICKERING PTS 1 & 3 PL 40R-17380; PICKERING, REGIONAL MUNICIPALITY OF DURHAM, forming all of PIN 26330-0163 (LT) (collectively, the "Lands"). 3. Status Of This Agreement (a) In the event that the Phase 1 condominium is not registered on or before December 31, 2025, this Agreement shall be null and void and of no further effect, and the City shall not be liable for any expenses, costs or damages suffered by the Owner as a result thereof. Page 4 of 20 (b) This Agreement is entered into and executed by the Owner for the purpose of having the City act in reliance on the covenants by the Owner contained herein and the Owner hereby waives any right or claim which it now has which is inconsistent with the terms of this Agreement. 4. Binding Parties This Agreement shall be enforceable by and against the parties hereto, their heirs, executors, administrators, successors and assigns, and the Agreement and all the covenants by the Owner contained herein shall run with the Lands for the benefit of the City and the land or interests in land owned by the City upon the registration of this Agreement on title to the Lands. 5. Notice (a) Any notice required to be given in this Agreement shall be in writing, as follows: to the Owner at: 150 Ferrand Drive, Unit 801 Toronto, ON, M3C 3E5 Attention: Dave Friedman Fax: 416-499-1844 and to the City at: Pickering Civic Complex, One The Esplanade, Pickering, ON, L 1 V 6K7 Attention: City Clerk Fax: 905-420-9685 (b) Notice shall be sufficiently given if delivered in person, sent by registered mail or sent by facsimile. (c) Each notice shall be deemed to have been received as follows: (i) if delivered in person before 5:OOpm on a business day, on the day it was delivered; (ii) if sent by registered mail, on the third (3rd) business day after it was mailed (excluding each business day during which there existed any general interruption of postal services due to strike, lockout or other cause); or (iii) if sent by facsimile and received prior to 5:OOpm on a business day, on the day it was delivered, and if sent by facsimile after 5:OOpm or not on a business day, then the next business day. (d) The Owner may change its address for notice by giving notice to the City Clerk in the manner provided above. (e) In cases of emergency, in the opinion of the Director, such Director may act without prior notice but the Owner and its surety shall be notified forthwith. Page 5 of 20 6. Interpretation (a) Whenever in this Agreement the pronoun "it" is used, it shall be read and construed as "he", "she", "they", "him", "her" or "them", and the number of the verb agreeing therewith shall be construed accordingly. (b) The words "hereof', "herein", "hereunder" and similar expressions used in any Section or Subsection of this Agreement relates to the whole of this Agreement and not to that section or subsection only, unless the context indicates otherwise. (c) If any provision of this Agreement or the application to any circumstances shall be held to be invalid, illegal or unenforceable under any law, then such provision: (i) is deemed to be independent of the remainder of the Agreement and to be severable and divisible therefrom and its invalidity, unenforceability or illegality does not affect, impair or invalidate the remainder of the Agreement or any part thereof; and (ii) continues to be applicable to and enforceable to the fullest extent permitted by law and circumstances other than those as to which it has been held or rendered invalid, unenforceable or illegal. (d) Any reference made in this Agreement to a Director shall include the Director or his/her designate. (e) Schedule A — H6 Block; Schedule Al — Development Phases Schedule B — City Park Lands; Schedule C — Park Improvements; Schedule D — City Centre South Main Street Lands; Schedule E — Financial Securities Schedule F — Krosno Creek Rechannelization Works Schedule G - Form of Certificate of Insurance; and attached hereto shall form part of this Agreement. 7. Parkland Conveyance and Financial Security (a) The parties acknowledges that pursuant to Section 42 of the Planning Act, a parkland dedication of 1250 m2 of lands is required to be conveyed by the Owner to the City, which parklands consists of the Park Lands A and Park Lands B, and is described as Parts • on the draft reference attached hereto as Schedule "B" (collectively, the "City Park Lands"). (b) Within six months after the registration of the condominium forming the Phase 2 building, the Owner shall complete the grading and sodding of the Initial Parkland, provided that in the event that the six month period falls in the winter season (November — March), then the Owner shall have an additional six months in which to complete the grading and sodding work. Page 6 of 20 (c) Upon completion of the grading and sodding of the Initial Parkland, the Owner shall grant an easement in favour of the City over the Initial Parkland permitting public access to the Initial Parkland until such time as the City Park Lands are conveyed to the City. (d) In the event that the Owner has not applied for a below grade building permit for either the Phase 4 building or the Phase 5 building on or before December 30, 2026 (the "Outside Date"), then the Owner shall either: (i) deliver Financial Security to the City in an amount equal to the sum of: (1) Market Value of the Phase 1 Proportionate Share of City Park Lands determined as at the date the Financial Security is posted (the "Phase 1 Parkland Amount"), plus the Phase 1 Proportionate Share of Park Improvements (the "Phase 1 Park Improvements Amount"); (2) Market Value of the Phase 2 Proportionate Share of City Park Lands determined as at the date the Financial Security is posted (the "Phase 2 Parkland Amount"), plus the Phase 2 Proportionate Share of Park Improvements (the "Phase 2 Park Improvements"); (3) Market Value of the Phase 3 Proportionate Share of City Park Lands determined as at the date the Financial Security is posted (the "Phase 3 Parkland Amount"), plus the Phase 3 Proportionate Share of Park Improvements (the "Phase 3 Park Improvements Amount"), (collectively the "Parkland Security"). The Parkland Security shall be held by the City subject to the provisions set out below: (1) In the event that the Owner has not applied for a below grade building permit for either the Phase 4 building or the Phase 5 building on or before December 29, 2028 (the "Extended Outside Date"), then the Owner's obligations under Section 42 of the Planning Act for Phase 1, 2, and 3 shall be satisfied by the Owner delivering by certified funds, payment -in -lieu of parkland dedication to the City in an amount equal to the Parkland Security (the "Payment -in -lieu") on or before January 15, 2029. If the Owner fails to deliver the Payment -in -lieu by such date, then the City may call upon the Parkland Security provider for payment. (2) In the event that the Owner has applied for a below grade building permit for either the Phase 4 building or the Phase 5 building on or before the Extended Outside Date, then Parkland Security shall continue to be held by the City, and the conveyance of the City Park Lands to the City shall be completed upon registration of the condominium forming Phase 4; or (ii) proceed to register the conveyance of the City Park Lands to the City, subject to the terms and conditions set out in Section 7(h), Section 7(i). (e) In the event that the Owner has applied for a below grade building permit for either the Phase 4 building or the Phase 5 building on or before December 30, 2026, then the conveyance of the City Park Lands to the City shall be completed on or before December 28, 2029, subject to the terms and conditions set out in Section 7(i) and Section 17. (f) All Financial Security shall be kept in full force and effect until the earlier of the Conveyance Date or the date that Payment -in -lieu is delivered to the City. (g) The Owner acknowledges and agrees any Financial Security received by the City in the form of a certified cheque will be placed in a non-interest bearing account and if in the form of a Letter of Credit shall be in the form and from a financial institution acceptable to the City Treasurer. Page 7 of 20 (h) Promptly after the conveyance of the City Park Lands to the City, the City shall release the Financial Security provided by the Owner in respect of the City Park Lands. (i) Notwithstanding anything to the contrary in this Agreement, the conveyance by the Owner to the City of the City Park Lands, shall be in fee simple and free and clear of any encumbrances save and except for (i) the retained ownership by the Owner of the stratified lands below the City Park Lands forming part of the Owner's underground garages and/or building, (ii) the reservation of a temporary easement for access, construction staging and ingress and egress purposes until the assumption of the Park Improvements by the City in a form satisfactory to the City, (iii) the reservation of an easement for repair and maintenance of the Owner's underground garages, (iv) easements related to third party utility companies, (v) any other encumbrances acceptable to the City. 8. Park Improvements (a) The Owner shall, design and construct at the sole cost of the Owner, the park improvements on the City Park Lands or portion thereof as applicable, described in Schedule "C" attached hereto (the "Park Improvements"), to the satisfaction of the City. (b) The Owner shall deliver Financial Security to the City in accordance with Section 12 for the Initial Park Improvements following the execution of this Agreement, the amount of such Financial Security to be increased by the Indexing Factor. (c) In the event that the Owner has applied for a below grade building permit for the Phase 4 building or the Phase 5 building on or before the Outside Date, or the Extended Outside Date, as applicable, then the construction of the Phase 4 Park Improvements shall be completed by the Owner to the satisfaction of the City, prior to the registration of the Phase 4 condominium, and the construction of the Phase 5 Park Improvements shall be completed by the Owner to the satisfaction of the City, prior to the registration of the Phase 5 condominium. The Owner shall, in such event, deliver Financial Security to the City prior to the issuance of an above grade building permit for each of the Phase 4 building and Phase 5 building, in an amount equal to Phase 4 Proportionate Share of Park Improvements and Phase 5 Proportionate Share of Park Improvements, as applicable. 9. City Centre South Main Street The Owner, covenants and agrees at its cost to construct the following, subject to the sharing of such costs by benefitting owners as set out in the Infrastructure Agreement and Cost Sharing Agreement. (a) Metrolinx Public Road (i) Upon conveyance of the Metrolinx Public Road Lands to the City, the Owner agrees to construct and complete the Metrolinx Public Road Works, all in accordance with the configurations and designs to be determined to the satisfaction of the Director. (ii) The Owner shall deliver Financial Security to the City in accordance with Section 12, for the Metrolinx Public Road Works prior to site plan approval for the Phase 2 building. (b) Initial Public Road (i) The Owner covenants and agrees to construct the Initial Public Road Works, with specific configurations and designs to be determined to the satisfaction of the Director prior to the first residential occupancy of Phase 2. Page 8 of 20 (c) Part 1 City Centre South Main Street (i) The Owner covenants and agrees, at its sole expense, to construct a new 20.00 m right of way on lands identified as Parts • on the draft reference plan attached hereto as Schedule "D" the "Part 1 City Centre South Main Street Lands) and all associated services (the "Part 1 City Centre South Main Street"), with the specific configurations and designs to be determined to the satisfaction of the Director prior to the first residential occupancy or Above Grade Building Permit issued for Phase 2. (ii) Prior to the issuance of an Above Grade Building Permit for the Phase 3 building, the Owner shall complete the base asphalt over the Part 1 City Centre South Main Street Lands. (iii) Upon the completion of the construction of the underground portion of the Phase 4 building and Phase 5 building, the Owner shall complete the Initial Public Road Works. (iv) The Owner shall complete the Part 1 City Centre South Main Street prior to the first residential occupancy of the Phase 5 building. (d) Part 2 City Centre South Main Street (i) Prior to the registration of the Phase 5 building, the Owner shall construct that portion of the City Centre South Main Street Lands shown as Part • on the draft reference plan attached hereto as Schedule "D" (the "Part 2 City Centre South Main Street Lands") and all associated services (the "Part 2 City Centre South Main Street"). (e) The Owner shall deliver Financial Security to the City in accordance with Section 12, for the Part 2 City Centre South Main Street prior to site plan approval for the Phase 4 building. (f) Prior to Site Plan Approval for Phase 3, the Owner shall provide all necessary engineering drawings prepared by a qualified engineer, or other qualified consultant as applicable, for the construction of the City Centre South Main Street and those services and other facilities on the Lands associated with the City Centre South Main Street to the satisfaction of the Director. (g) The City Centre South Main Street and all associated services shall be constructed in accordance with the approved engineering drawings, plans, approved by the Director. (h) The City shall permit the City Centre South Main Street Lands and any portion thereof to operate as a private street to serve the Lands until such time as the City Centre South Main Street Lands or any portion thereof is dedicated and established as a public highway to be established by the City. Until such time as the City Centre South Main Street or any portion thereof is assumed by the City and dedicated as a public highway, the Owner shall be responsible for all maintenance and upkeep of the road and all appurtenances in good and proper repair. (i) The City Centre South Main Street shall be conveyed by the City prior to the registration of the Phase 5 condominium, subject to the terms and conditions set out in Section Error! Reference source not found.(j) and Section 17. (j) Notwithstanding anything to the contrary in Section 17, the conveyance by the Owner to the City of the City Centre South Main Street Lands, shall be in fee simple and free and clear of any encumbrances save and except for (i) the retained ownership by the Owner of the stratified lands below City Centre South Main Street Lands forming part of the Owner's underground garages and/or building, (ii) the Page 9 of 20 reservation of a temporary right of way for access purposes until such time as the City Centre South Main Street has been dedicated as public highway, (iii) the reservation of an easement for repair and maintenance of the Owner's underground garages and/or building support structures over, (iv) easements related to third party utility companies, (v) any other encumbrances acceptable to the City. The configuration of the stratified parcel(s) and the terms of the said easements shall be satisfactory to the City. (k) Prior to the conveyance of the City Centre South Main Street Lands, the Owner shall grant a temporary easement in favour of the City over the Truck Turning Radius in order to allow for motor vehicles and trucks owned by City to turn, access, and ingress and egress to and from the Truck Turning Radius, until such time as the City Centre South Main Street has been dedicated as a public road and extended to the west and south connecting to an existing public road or a temporary cul-de-sac or other area or design acceptable to the Director. 10. Krosno Creek Conveyance and Rechannelization (a) The Owner agrees to convey to the City the Krosno Creek Lands on or before the period ended six months after the completion of the Krosno Creek Rechannelization Initial Works. (b) The Owner shall deliver Financial Security to the City in accordance with Section 12, for the Krosno Creek Rechannelization Initial Works), prior to site plan approval for the Phase 3 building. (c) The Owner shall obtain permit(s) from the Toronto and Region Conservation Authority and construct the Krosno Creek Rechannelization Initial Works prior to the issuance of any shoring, below grade, or above grade building permits for the Phase 5 building. (d) The Owner shall deliver Financial Security to the City in accordance with Section 12, for the Krosno Creek Rechannelization Ultimate, prior to site plan approval for the Phase 4 building. (e) Notwithstanding anything to the contrary in this Agreement, the conveyance by the Owner to the City of the Krosno Creek Lands, shall be in fee simple and free and clear of any encumbrances save and except for (i) any necessary public infrastructure, (ii) the reservation of a temporary easement for access, construction staging and ingress and egress purposes until the completion of the Krosno Creek Improvements by the City, (iii) the reservation of an easement for repair and maintenance of the Owner's underground garages and/or building support structures, (iv) easements related to third party utility companies, (v) any other encumbrances acceptable to the City. 11. Construction & Installation of City Works and Services (a) The Owner shall obtain all required approvals and shall construct or install to City standards and shall provide to the City, complete in every detail, the following City works and services (without duplication) (the "Works") as shown on engineering plans submitted by the Owner to the City and approved by the Director, in accordance with the City's specifications for such Works: (i) Initial Park Improvements and Park Improvements; (ii) Metrolinx Public Road Works (iii) Krosno Creek Rechannelization Initial Works, (iv) Krosno Creek Rechannelization Ultimate Works, Page 10 of 20 (v) Part 1 City Centre South Main Street and Part 2 City Centre South Main Street; and (vi) Front -Ended Community Works. (b) The Owner shall satisfy the City with respect to providing for the coordination of services and roads with adjacent lands and any phasing of the Universal City Development. (c) All Works shall be constructed and installed in accordance with the City's specifications and in a good and workmanlike manner under the observation of the City's inspectors, as applicable. 12. Financial Security for the Works (a) As security for the completion of the Works, the Owner shall deliver Financial Security to the City in an amount equal to 100% of the estimated costs of the Works, as set out in Schedule "E". (b) The Owner may, at any time after the first 40 percent of the Original Value of the Works have been constructed, installed or performed, and paid for, apply in writing (ensuring reference to the registered plan number is made) for a reduction in the Security corresponding to the extent to which the Works have been constructed, and such application shall be made to the Director, Engineering Services. (c) Upon written verification from the Director, Engineering Services that the construction, installation or performance of the Works for which a reduction is being sought have been satisfactorily completed and paid for, the City's Treasurer may reduce the amount of the Security to an amount not less than, (i) (ii) 60 percent of the Original Value, where no certificate or declaration of substantial performance has been made; 35 percent of the Original Value, where a certificate or declaration of substantial performance has been published, 45 days following such publication have expired and all liens that may be claimed against any holdback required to be retained by the City have expired or have been satisfied, discharged or provided for by payment into court; or (iii) 20 percent of the Original Value, where a certificate of final completion has been issued by the Owner's Consulting Engineer, 45 days following the making of such certificate have expired, all liens that may be claimed against any holdback required to be retained by the City have expired or have been satisfied, discharged or provided for by payment into court, all payments required by this Agreement have been made in full and a Completion Acceptance Certificate has been issued by the Director, Engineering Services. Such 20 percent portion shall secure the guarantee of Works, workmanship and materials, until a Final Acceptance Certificate has been issued by the Director, Engineering Services, whereupon the balance of the Security shall be returned to the Owner subject to any deductions for rectification of deficiencies. (d) Upon the approval, if any, of a reduction in the amount of the Security required to be provided in subsection (1), the City's Treasurer shall provide to the Owner any necessary assurance to effect the reduction. (e) Notwithstanding any other provision contained in this Agreement, there shall be no reduction in the Security referred to herein: (i) until the Owner provides a Statutory Declaration satisfactory to the City to establish that all contractors and sub -contractors have been paid to -date and that there are no claims under the Page 11 of 20 Construction Act in respect of the Works or the Lands; and (ii) where such a reduction would result in the principal amount being less than: (1) the aggregate total of 100% of the value of uncompleted Works and 20% of the value of the completed Works; and (2) the amount that would be required to keep adequate insurance in effect, plus administration fees, until the issuance of a Final Acceptance Certificate by the City. (f) The Owner acknowledges and agrees that the Security referred to herein is available to cover the cost of doing any of the Works or performing any other obligation of the Owner under this Agreement. (g) Expiry of Securities (i) Should any Letter of Credit or Surety Bond Security required to be provided herein expire before the City releases the Owner from the terms and conditions hereof, the Owner shall provide to the City, at least 30 days in advance of the expiry date of the Security, a further Security to take effect forthwith upon the expiry. (ii) Such further Security shall be in a form and amount satisfactory to the City. (iii) Should no such further Security be provided as required, then the City shall have the right to convert the expiring Security into cash and to hold the cash in lieu of and for the same purposes as the expiring Security. 13. General Regulations Respecting Servicing (a) Where the construction or installation of services involves a continuation or extension of existing services, the Owner shall join into the existing services, including adjustment of grades where necessary, in a good and workmanlike manner. (b) The Owner shall not dump nor permit to be dumped any fill or debris on, nor remove or permit to be removed any fill from, any public lands, other than in the actual construction of roads in the Universal City Development without the written consent of the authority responsible for such lands. (c) The Owner shall: (i) relocate any existing services or utilities required to be relocated by the construction or installation of Works, services, or utilities in the project; and (ii) move any Works, services or utilities installed in driveways or so close thereto, in the opinion of the Director, as to interfere with the use of the driveway; (iii) in the event such works are not completed by the Owner to the satisfaction of the Director, the City will undertake such work and the cost of the works shall be paid by the Owner within 30 days of invoices being rendered. (d) The Owner shall provide and erect temporary signs of such nature and at such locations as designated by the Director. Page 12 of 20 (e) Unless otherwise provided herein, the Owner shall perform any and all work required to be done under this Agreement to the specifications of the City and at the Owner's cost. 14. Insurance (a) Before commencing any of the Works set out in this Agreement, the Owner shall supply the City with a completed "Certificate of Insurance" in the form attached hereto as Schedule "G" and which form will be provided by the City and satisfactory to the City, verifying that a liability insurance policy is in place. (b) As noted on the Certificate of Insurance, the policy shall include, among other provisions, (i) name the City of Pickering as an additional insured; (ii) set the minimum limit at $5,000,000.00 all inclusive for property damage and personal liability; (iii) contain a clause including blasting, if blasting is to occur; and (iv) remain in full force and effect until the Final Acceptance Certificate has been issued by the City. (c) The policy premium shall be paid initially for a period of one year and the policy shall be renewed for further one-year periods until the Final Acceptance Certificate has been issued by the City. (d) The Owner acknowledges that, the City may, at its discretion, draw upon the Owner's Letter of Credit to pay for: (i) the Owner's policy premium to keep adequate insurance in place until such time as the City has issued the Final Acceptance Certificate; and (ii) the City's administration fee of $250.00, plus HST, per renewal, if at any time, prior to the Final Acceptance Certificate being issued by the City, the insurance policy referred to above is cancelled. (e) If the policy is subject to a deductible amount, the Security provided for by the Owner to the City pursuant to this Agreement shall also be available to be called upon by the City to pay for any amount required to be paid for by the Owner as the Owner's deductible under the aforesaid insurance policy and not otherwise paid for by the Owner. (f) The provision of the insurance policy required by this section shall not relieve the Owner from liability for claims not covered by the policy or which exceed its limits, if any, for which the Owner may be held responsible. 15. Failure to Complete / Improper Performance (a) If, in the opinion of the Director, the Owner is not constructing or installing the Works, or causing them to be constructed or installed, within the specified time or so that they may be completed within the specified time, or is improperly performing the Works, or has neglected or abandoned them before completion, or has unreasonably delayed them so that the terms and conditions of this Agreement are being violated or executed carelessly or in bad faith, or has neglected or refused to renew or again perform Works rejected by such Director as defective or unsuitable, or has in any other manner, in the Page 13 of 20 opinion of such Director, defaulted in the performance of the terms and conditions of this Agreement, then such Director may notify the Owner and his surety in writing of the default or neglect and if the notification be without effect for seven days, then such Director shall have full authority to make any payment or do anything, including but not limited to obtaining materials, tools and machinery and employing persons required for the proper completion of the Works or rectification of the default, at the cost and expense of the Owner or his surety, or both. (b) In cases of emergency, in the opinion of the Director, such Director may act without prior notice but the Owner and its surety shall be notified forthwith. (c) The cost of rectifying the default shall be calculated by the Director, whose decision shall be final, and may be charged to the Owner, together with a 25 percent engineering and administration fee, by drawing upon the letter of credit filed with the City. 16. Completion of Works and Maintenance Period (a) Upon the completion of all of the Works associated with the City Centre South Main Street and following receipt of the certificate or declaration of substantial completion, the Owner shall: (i) guarantee all of the Works, workmanship and materials employed or used in the construction, installation or completion of such Works, services and other requirements under this Agreement; and (ii) maintain such Works, including the rectification of any unsatisfactorily installed Works, for a minimum period of two (2) years (the "maintenance period"). (b) Prior to the end of the maintenance period, the City will re -inspect such Works and if, (i) all of the Works are acceptable and have been maintained; and (ii) the Owner has performed all of its obligations under the terms of this Agreement to the satisfaction of the Director, the City will issue to the Owner a Final Completion Certificate at which time the maintenance period will end and the Security provided for herein, or the remaining portion thereof applicable to such portion of the Works, shall be returned to the Owner. 17. Transfer of Lands (a) The Owner acknowledges that the conveyance of any/all lands or easements required by this Agreement shall be transferred to the City, free and clear of all encumbrances and at no cost to the City. (b) Prior to the release for registration of this Master Development Agreement, the Owner's Solicitor shall provide to the City, electronic versions of the Transfers of Land required pursuant to this Agreement, as well as: (i) an undertaking from the Owner's Solicitor that such conveyances will be effected immediately following the registration of this Agreement, free and clear of all encumbrances and at no cost to the City; Page 14 of 20 (ii) copies of all required "Directions/Consents" from any individual and/or institution having an interest in the lands being conveyed to the City authorizing the removal of such interest; and (iii) a certificate of clear title to the Lands being conveyed to the City, in favour of the City, which certificate shall be prepared in a form acceptable to the City Solicitor at no cost to the City. (c) The Owner hereby warrants that, upon such conveyance, neither the title to the lands conveyed nor their physical state and condition shall prevent the City from lawfully or physically using the lands for the purposes for which they are being conveyed as set out in Schedule A. (d) The City may complete or alter any description of land in this Agreement or in any Transfer/Deed given pursuant to this Agreement so as to make the description correspond with the description of the land according to the plan which is to be registered pursuant to this Agreement. 18. Registration of this Agreement (a) The City shall attend to the registration of this Agreement and any/all Transfers, Discharges and Postponements, at the Owner's cost. (b) The Owner shall execute such further assurances of the rights hereby granted as may be deemed necessary by the City. In witness whereof the Owner and the City have duly executed this Agreement as of the date first written above. Unique AT Holding Corporation Universal City One Developments Inc. Per: Per: Name: Name: Title: Title: I have authority to bind the Corporation. I have authority to bind the Corporation. Per: Per: The Corporation of the City of Pickering David Ryan, Mayor Debbie Shields, City Clerk Schedule "A" — H6 Block SCHEDULE A MASTER DEVELOPMENT AGREEMENT BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM fo) WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND • • • • • H6 LANDS BOUNDARY OWNERSHIP BOUNDARIES PROPOSED TRCA PROPERTY LINE NOTE: 1. Ultimate Floodline revised per Schaeffer & Associates per TRCA comments of March 24, 2017. 2. Updated Universal City site plan per Kirkor Architects dated October 24, 2018 0/0/0 REVISIONS LIS WESTON 0aughan: 201 MAIw6O0908970e CONSULTING 7.905.738.8080 F. 905.735.8637 planning + urban design r ono: rassn* 605356637 1-600.363.3556 westonconsuliing.com 15 MAR 2019 1st Draft File Number: 7920 Date Drawn: 14 MAR 2019 Drawn By: SM Planner RG Scale: see scale bar CAD: Drawing Number. 6726-1/schedules/MDA/6726 MDA Schedule A_2019_03_15 sign SCHEDULE Al MASTER DEVELOPMENT AGREEMENT BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM fro WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND UNIVERSAL CITY SUBJECT LANDS PHASING BOUNDARY PROPOSED TRCA PROPERTY LINE NOTE: 1. Ultimate Floodline revised per Schaeffer & Associates per TRCA comments of March 24, 2017. 2. Updated Universal City site plan per KirkorArchitects dated October 24, 2018 3. Location of phasing boundaries are approximate. To be confirmed by architect. 0/0/0 REVISIONS LIS WESTON CONSULTING planning + urban design 1-800.383.3558 wealonconaulIIng.wm Vaughan: 201 Millway Ave. Suhe 19 ughan, Ontario LCI( 5N0 T. 905,730.0080 F. 905.730.6037 Toronto: 268 Berkeley Si. TOM.85 T.418.600.8917 Ontario h5 9025.738.0837 27 JUNE 2019 1st Draft File Number: 7920 Date Drawn: 26 JUNE 2016 Drawn By: SM Planner: RG Scale: see scale bar Drawing Number Al CAD: 6726-1/schedules/MDA/6726 MDAScheduleA1_2019_06_27.d9n Schedule "B" — City Park Lands IB(739) N18°23'45"W(P,M) PART 1, PLAN 40R-18785 P.I.N. 26330 - 0186(LT) 147.59 (P,4) 65.00 4.98 8.92 6.10 7 62 (P,M) 0 (P M) \ \\ \ \ LOT \ \ \ \ \ \ \ \\ PART 3, PLAN 40R-17380 \ \ P.I.N. 26330 - 0163(LT) PART 1 \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \\ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ '.,-1) \ \ CONCESSION No. 1447 1—STOREY CONCRETE BLOCK BUILDING PART 3, PLAN 40R-29288 PART 2, PLAN 40R-17380 (SUBJECT TO RIGHT OF WAY AS IN DR727) P.I.N. 26330 — 0162(LT) 017` 91' 75"W 5.93 712 N17°31'15"W 5.20 \ F C r \ C \ \ o \ \ Z —A— — 20.00 4.98 8.92 6.10 N18'20'40"W N18'20'30"W(P,M) 65.11 (P,4) PART 1,PLAN 40R-17380 P.I.N. 26330 - 0163(LT) (SUBJECT TO RIGHT OF WAY AS IN DR727) PART 4, PLAN 40R-29288 113(739) 9 04 9 (P, M) N18°23'55"W 11.96 7.23 B(OU�N18'25'50"W(P,M) i 65.00 290 -b-5, 0 � aPART 52. 152.10 (P,9) PART 1, PLAN 40R-519 P.I.N. 26330 - 0008(LT) IB(0U) 0.03N (P,M) 0.06E (P,M) PART 3, PLAN 40R-4771 P.I.N. 26330 - 0010(LT) PART 2.PLAN 40R-4771 P.I.N. 26330 - 0009(LT) PART 1, PLAN 40R-4771 J 0 40 SCALE METRES (ROAD ALLOWANCE SCHEDULE B MASTER DEVELOPMENT AGREEMENT BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM IN WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND OWNERSHIP BOUNDARIES CITY PARK LANDS SURVEY BY: R. AVIS SURVEYING INC. 235 YORKLAND BOULEVARD, SUITE 203 SUITE 203 TORONTO, ONTARIO M2J 4Y8 www.ravissurveying. com TEL.1 (416) 490-8357AX: (416) 491-6206 FEBRUARY 5, 2019 WESTON vau90an:301 MlllrOnt7.Suue19 CONSULTING T. wo5.n 48080 F. 95.7 T. 805.]38 8080 F. 905 ]38 663] TDronw: planning urban design TOesni] MA 0]8.66] 1-600.363.3558 weslamonsul6ng.com REVISIONS LIS 15 NOV2019 15 MAR 2019 Rev5e park 1st Draft File Number. 7920 Dale Drawn: 15 MAR 2019 Drawn By: SM Planner RG Scale: see scale bar CAD: Drawing Number 6726-1/schedules/MDA/8726 MDA Schedule B_2019_03_15.dgn B Schedule "C" — Park Improvements terDSLA1'E ARlCHrapan LANITECTS VISION. DELIVERED. To: Chestnut Hill Developments Attention: Steven Warsh Project Name: Universal City - Piazza Cost Estimate Number: 2 Date: February 25, 2019 TLA number: 17-170 Class: D 1.0 PAVING/ HARDSCAPING Unit Estimated Quantity Unit Price Total 1.1 Vehicular grade paving (material TBD) m2 590 $ 250.00 $ 147,500.00 1.2 Seating walls / planter walls (450mm - 600mm ht.) Im 100 $ 750.00 $ 75,000.00 1.0 Subtotal $ 222,500.00 2.0 SOFTSCAPE WORKS Unit Estimated Quantity Unit Price Total 2.1 Deciduous Tree (70mm) each 26 $ 650.00 $ 16,900.00 2.2 Shrub (60cm/3 GAL) m2 120 $ 80.00 $ 9,600.00 2.3 Shredded Bark / Contractors (75mm depth) m2 120 $ 100.00 $ 12,000.00 2.4 Planting Soil m3 505 $ 75.00 $ 37,875.00 2.5 Topsoil and Sod (incl. fine grading) m2 305 $ 20.00 $ 6,100.00 2.6 Soil Cells (1.2m depth) m2 430 $ 450.00 $ 193,500.00 2.0 Subtotal $ 275,975.00 3.0 SITE FURNISHINGS Unit Estimated Quantity Unit Price Total 3.1 Benches / Bistro Tables each 50 $ 5,000.00 $ 250,000.00 3.2 Lighting (pedestrian scaled) each 20 $ 7,000.00 $ 140,000.00 3.3 Miscellanious (public art, public infrastructure, etc.) allowance 1 $ 250,000.00 $ 250,000.00 3.0 Subtotal $ 640,000.00 Site Subtotal $ 1,138,475.00 20% Contingency $ 227,695.00 TOTAL $ 1,366,170.00 Piazza Phasing Breakdown z Area (m) Percentage of Area (%) Cost Breakdown Total Piazza 1250 100 $ 1,366,170.00 UC4 687.5 55 $ 751,393.50 UC5 562.5 45 $ 614,776.50 Note: * this estimate is for preliminary cost estimate purposes * demolition and site prep is not included in the estimate * piazza design is to be coordinated with the City of Pickering and this could affect the estimate herein * taxes not included ]R ERAMN4wIX 01.01., Wit 102 1000P01). ONTARIO M3N x1.1 Glt01, 4 e 416510A411 1- 416430.0 261 vn ww..t.n.pbn.a Schedule "D" — City Centre South Main Street Lands r 9 N72'28'40"E(5.M) PART 2, PLAN 408 - 5909 P.I.N. 26330 - 0005(LT) SUBJECT TO EASEMENT AS IN D47069 31.72(5.0) OG 122.64-- 1 50 3.79 PART 1, PLAN 40R-6289 _ SUBJECT TO RIGHT OF WAY AS IN INST. D127649 N 72121'00"E (RM) 9.66(5,,) L _1 1 INST. 110 58161 (SECONDLY) DEDICATED BY BY-LAW 136-70. INST. No. 077336 P.I.N. 26330 - 0121(LT) (KNOWN AS) BAYLY STREET (REGIONAL ROAD No. 22) (ROAD ALLOWANCE BETWEEN CONCESSION 1 & BROKEN FRONT CONCESSION) SANDY BEACH ROAD 0 SCALE 50 METRES SCHEDULE D MASTER DEVELOPMENT AGREEMENT BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM fro WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND OWNERSHIP BOUNDARIES PUBLIC ROAD LANDS INTERIM PUBLIC ROAD PART 1 PUBLIC ROAD PART 2 PUBLIC ROAD METROLINX PUBLIC ROAD SURVEY BY: R. AVIS SURVEYING INC. 235 YORKLAND BOULEVARD, SUITE 203 SUITE 203 TORONTO, ONTARIO M2J 4Y8 www.ravissurveying. com TEL.: (416) 490-8357AX: (416) 491-6206 FEBRUARY 5, 2019 0/0/0 WESTON 0oonan: ol Mlli7it7I.sueeo CONSULTING T.805n .8080 F400.7 T. 805.]388080 F. 905 ]36663] planning + urban design Tronto: T4OMa9an1lo]. MFAX 8.66] 1-600.363.3556 wesla5consul6ng.com REVISIONS LIST 26 SEP 2019 15 MAR 2019 Display Metrolinx Public Road, Pan 1 & 2 Public Road & Interim Public Road 1st Draft File Number. 7920 Dale Drawn: 15 MAR 2019 Drawn By: SM Planner: RG Scale: see scale bar CAD: Drawing Number 6726-1/schedules/MDA/8726 MDA Schedule D_2019_03_15.dgn D Schedule "E" — Form of Certificate of Insurance SCHEDULE E — Financial Securities Public Park Works 1. Interim Parkland Works (Total) — $43,125.00 2. Ultimate Parkland Works (Total)- $1,366,170.00 Landscape Works 3. Landscape Costs (Total) - $2,765,522.00 Phase 1 Phase 2 Phase 3 Phase 4 UC -2 UC -3 UC -4 UC -5 Interim $ 43,125.00 $ - $ - $ - Ultimate $ - $ 751,393.00 $ 614,776.00 $ - Landscape Works 3. Landscape Costs (Total) - $2,765,522.00 TRCA Works 4. Krosno Creek Rechannelization (Phase 1— Initial) - $220,000 5. Krosno Creek Rechannelization (Phase 2A— East) - $273,000 Regional Costs 6. Bayly Street Sidewalks and Curbs — $85,000.00 Phase 1 Phase 2 Phase 3 Phase 4 UC -2 UC -3 UC -4 UC -5 Landscape $ 515,587.00 $ 515,660.00 $ 500,000.00 $ 500,000.00 TRCA Works 4. Krosno Creek Rechannelization (Phase 1— Initial) - $220,000 5. Krosno Creek Rechannelization (Phase 2A— East) - $273,000 Regional Costs 6. Bayly Street Sidewalks and Curbs — $85,000.00 Page 20 of 20 Schedule "F" — Overview of Project KROSNO CREEK RE-CHANNELIZATION (PHASE 1 - INITIAL) KROSNO CREEK RE-CHANNELIZATION (PHASE 2A- EAST) SCHEDULE F TRCA WORKS MASTER DEVELOPMENT AGREEMENT BAYLY ST. & SANDY BEACH ROAD TOWN OF PICKERING REGIONAL MUNICIPALITY OF DURHAM 111 WESTON CONSULTING planning + urban design DRAFT FOR DISCUSSION PURPOSES ONLY LEGEND V/t •* i H6 LANDS BOUNDARY OWNERSHIP BOUNDARIES KROSNO CREEK IMPROVEMENTS 0.15 ha 0.19 ha UNIQUE AT HOLDING CORPORATION NAL -BAND HOLDINGS INC. & GESTION NAL -BAND INC NOTE: 1. Proposed TRCA Property Line per Schaeffer & Associates Krosno Creek Flood Plain Analysis plan dated November 06, 2018. Appendix IV to Report PLN 22-19 Recommended Draft Zoning By-law Amendment (A 10/19) Draft The Corporation of the City of Pickering By-law No. XXXX/19 Being a By-law to amend Zoning By-law 7553/17, as amended, to remove the holding provision "H6" (A 10/19) Whereas Section 34 of the Planning Act, R.S.O. 1990, c.P.13, as amended, permits a Council to pass a by-law prohibiting the use of land, buildings or structures within a defined area or areas; Whereas Section 36 of the Planning Act, R.S.O. 1990, c.P.13, as amended, permits a Council to pass a by-law to specify the use to which lands, buildings or structures may be put at such time in the future as the hold symbol is removed by amendment to the by-law; Whereas Zoning By-law 7553/17 is the governing By-law of The Corporation of the City of Pickering pertaining to the subject lands; Whereas the Council of the Corporation of the City of Pickering has deemed it advisable to amend Zoning By-law 7553/17; Whereas it has been confirmed to Council that all of the conditions required for the removal of the H6 Holding Symbol from a portion of the subject lands have been addressed to the satisfaction of the City; and Now therefore the Council of The Corporation of the City of Pickering enacts as follows: 1. That By-law 7553/17 is hereby further amended as follows: 1.1 Schedule 8 of By-law 7553/17, as amended, is further amended by removing the "H6" Holding symbol for the lands outline on Schedule I attached hereto. 2. That By-law 7553/17, as amended, 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 attached hereto. Definitions and subject matters not specifically dealt with in this By-law shall be governed by relevant provisions of By-law 7553/17, as amended. 3. That this By-law shall come into force in accordance with the provisions of the Planning Act. By-law passed this XX day of XXXX, 2019. Draft David Ryan, Mayor Draft Susan Cassel, City Clerk ?oker\n9�arK`�a`1 N\ghway 40 1 u'. c i 131.73m Remove H6 Hold Symbol Pop ad Avenue 96.35m Bayly St eet Sandy Beach Road `�"j'n Bou j�l'j S 1 Schedule I to By -Law X0(XX/19 Passed This XXth Day of XXX, 2019 Draft Mayor Draft Clerk Alliance Road Attachment #1 to Report #PLN 22-19 Downtown Pickering Landowners Group Lands Subject to the "H6" Holding Symbol CIEY Air Photo Map File: D 1100-98 o4 PICKERING City Development Department Applicant: Downtown Pickering Landowners Group Property Description: 1454, 1462, 1470, and 1474 Bayly Street Date: Oct. 07, 2019 M The Gorporason of the Qty of Pmkenng Produced on part) under Imense from: M Queens Prnter. Ontario MD.. of Natural Resources- All rights reserved ;M Her Majesty the Queen In Right of Canada Department of Natural Resources_ All fights reserved_; M Terenet Enterprises Inc. end Its su ppllers all rights reserved M Mumapal Property Assessment Corporation end Its suppliers all rights reserved SCALE: 1:3,000 THIS IS NOT A PLAN OF SURVEY_ L,PLANNING\01-MapFiles\Other\GltyDevelopment\01100-08 Universal City Pr cInct Plan\01100 98 AlrPhoto mxd Attachment #2 to Report #PLN 22-19 Downtown Pickering Landowners Group Land owners subject to the Cost Sharing Agreement Toronto Area Transit (Metrolinx) 401 at`ora` Ra��way ad�an N Can BMC Bayly Park Inc a) a) c) 0 U a) t 98 0 0 0 U a) t 1— Bayly Bayly Street I A Toronto Area Transit (Metrolinx) Unique AT Holding Corporation Nal -Band Holdings Inc - Gestion Nal -Band Inc Universal City One Developments Inc. Bayly Street Sandy Beach Road Alliance Road C Land Ownership Map File: D1100-98 a/ PICKE R1 NG City Development Department Applicant: Downtown Pickering Landowners Group Property Description: 1454, 1462, 1470, and 1474 Bayly Street Date: Oct. 07, 2019 © The Corporation of the City of Pickering Produced On part) under !cense from'.© Queens Punter, Ontario Min lstry of Natural Resources. All rights reserved.;© Her Majesty the Queen in Right of Canada, Department of Natural Resources. All rights reserved. © Teranet Enterprises Inc. and its suppliers all rights reserved.', © M uniclpal Property Assessment Corporation and Its suppliers all rights reserved.; ^L�. �:�'GOO I SC fi C J THIS IS NOT A FI AN se SI IRV FV Attachment #3 to Report PLN #22-19 «Y , SITE ELEMENTS CV CO Building A 50 -storey Building B 42 -storey r Building C 31 -storey Building D 28-storeyo da w Building F 17 -storey Linuts of Block O Building E 17 -storey SRH �.3 ® 3.0m WIDE, 2 -WAY CYCLE TRACK © CONNECTIONS TO PICKERING GO STATION INFRASTRUCTURE CE OPEN GREEN SPACE © PEDESTRIAN PATHS BORDERING KROSNO CREEK - LOW IMPACT E❑ FUTURE BRIDGE ACROSS KROSNO CREEK F❑ 125Om PIAllA - LARGE COMMUNITY HUB El CENTRAL PARK - LARGE COMMUNITY HUB H� MID -BLOCK CONNECTIONS (TYP) IL DECORATIVE VEHICULAR PAVING (TYP.) El DECORATIVE PEDESTRIAN PAVING (TPP.) K❑ PEDESTRIANIZED INTERSECTION (TYP.) © PROPOSED BUILDING (TYP) NOTE: • The existing vegetation and valley corridor surrounding Krosno Creek will be removed in order to construct the rehabilitated corridor. • Concept plans illustrated on non -participating lands are for illustrative purposes only. Clt� o� DICKERING City Development Department Submitted Block Development Plan File No: D 1100-98 Applicant: Downtown Pickering Landowners Group Property Description: 1454, 1462, 1470, and 1474 Bayly Street FULL SCALE COPIES OF THIS PLAN ARE AVAILABLE FOR VIEWING AT THE CITY OF PICKERING CITY DEVELOPMENT DEPARTMENT. DATE: Oct 4, 2019 L:\PLANNING\01-MapFiles\Other\CityDevelopment\D1100-98_Universal City Precinct Plan Attachment #4 to Report #PLN 22-19 Universal City Precinct Plan — Statistical Information Phase 1 — (Building E) Aniticpated Commencement of Construction May 2019 Aniticpated Occupancy November 2021 Total Area 0.4679 ha Total Floor Area 19,757 m2 Total Residential Units 275 Total Residential Storeys and Building Height 17 storeys (51.0 metres) Total Retail/Commerical Floor Area 241.51 m2 Floor Space Index (FSI) 4.2 Unit Sizes 78m2 (average) Dwelling Types 1 Bedroom 185 2 Bedroom 79 3 Bedroom 11 Private Amenity Areas Indoor Amenity Area provided 5,920 m2 Outdoor Amenity Area provided 5,920 m2 Parking Resident Parking 0.8 per unit for a total of 221 stalls Visitor Parking 0.15 per unit fora total of 42 stalls Retail/Commercial Parking 3.5 per 100m2 of retail GFA for 8 stalls Total Parking Provided 271 stalls Total Bicycle Parking 144 Phase 2 — (Building D) Aniticpated Commencement of Construction January 2020 Aniticpated Occupancy July 2022 Total Area 0.4367 ha Total Floor Area 24,183 m2 Total Residential Units 336 Total Residential Storeys and Building Height 28 storeys (82 metres) Total Retail/Commerical Floor Area 389 m2 Floor Space Index (FSI) 5.5 Unit Sizes 79m2 (average) Dwelling Types 1 Bedroom 182 2 Bedroom 128 3 Bedroom 26 Page 1 of 4 Universal City Precinct Plan — Statistical Information Amenity Area Indoor Amenity Area provided 668 m2 Outdoor Amenity Area provided 648 m2 Parking Resident Parking 0.8 per unit for a total of 269 stalls Visitor Parking 0.15 per unit for a totaal of 50 stalls Retail/Commercial Parking 3.5 stalls per 100m2 for a total of 13 stalls Total Parking Provided 332 stalls Total Bicycle Parking 169 Phase 3 — (Building C) Aniticpated Commencement of Construction March 2021 Aniticpated Occupancy March 2024 Total Area 0.4367 ha Total Floor Area 26,374 m2 Total Residential Units 371 Total Residential Storeys and Building Height 31 storeys (91 metres) Total Retail/Commerical Floor Area 394 m2 Floor Space Index (FSI) 6.0 Unit Sizes 77m2 (average) Dwelling Types 1 Bedroom 200 2 Bedroom 144 3 Bedroom 27 Amenity Area Indoor Amenity Area provided 742 m2 Outdoor Amenity Area provided 720 m2 Parking Resident Parking 0.74 per unit for a total of 275 stalls Visitor Parking 0.15 per unit for a total of 55 stalls Retail/Commercial Parking 3.5 stalls per 100m2 for a total of 13 stalls Total Parking Provided 343 stalls Total Bicycle Parking 186 Page 2 of 4 Universal City Precinct Plan — Statistical Information Phases 4 & 5 — (Buildings A & B) Preliminary Estimates Only (No active application at this time) Aniticpated Commencement of Construction Spring 2024* Aniticpated Occupancy Spring 2026* Total Area (ha.) 1.1797 ha Total Floor Area 76,001 m2 Total Residential Units 1091 Total Residential Storeys and Building Height 42 + 50 Total Retail/Commerical Floor Area 1,392m2 Floor Space Index (FSI) 6.4 Unit Sizes 78m2 (average) Dwelling Types 1 Bedroom 655 2 Bedroom 327 3 Bedroom 109 Amenity Area Indoor Amenity Area provided 2,182m2 Outdoor Amenity Area provided 2,182m2 Parking Resident Parking 0.75 per unit for a total of 819 stalls Visitor Parking 0.15 per unit for a total of 164 stalls Retail/Commercial Parking 3.5 stalls per 100m2 for a total of 49 stalls Total Parking Provided 1,032 stalls Total Bicycle Parking 546 * The timeline for construction of Phases 4 and 5 is subject to market conditions. Nal -band Property (Building F) Preliminary Estimates Only (No active application at this time) Aniticpated Commencement of Construction unknown Aniticpated Occupancy unknown Total Area 0.48 ha Total Floor Area 15,704m2 Total Residential Units 223 Total Residential Storeys and Building Height 17 storeys (51 metres) Total Retail/Commerical Floor Area 213m2 Floor Space Index (FSI) 3.41 Unit Sizes 71m2 (average) Page 3 of 4 Universal City Precinct Plan — Statistical Information Dwelling Types 1 Bedroom 127 2 Bedroom 68 3 Bedroom 28 Amenity Area Indoor Amenity Area provided 394m2 Outdoor Amenity Area provided 394m2 Parking Resident Parking 0.74 per unit for a total of 167 stalls Visitor Parking 0.15 per unit for a total of 34 stalls Retail/Commercial Parking 3.5 stalls per 100m2 for a total of 8 stalls Total Parking Provided 209 stalls Total Bicycle Parking 99 stalls Project Summary Gross Site Area 3 ha Total Gross Floor Area 162,019 m2 Total Residential Units 2,296 Total FSI 5.4 Total Retail/Commerical Floor Area 2,629.5 m2 Total Number of Parking Spaces Provided 2,187 Parkland (Urban Square) 1,250 m2 Public Road 8,400 m2 Road Widening Conveyance 3,551.6 m2 Krosno Creek Conveyance 1.06 ha Page 4 of 4