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HomeMy WebLinkAboutMay 13, 2020 - Special Council Meeting Special Council Meeting Agenda May 13, 2020 Electronic Meeting 2:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca Due to COVID-19 and the Premier’s Emergency Order to prohibit public events and social gatherings of more than five people, Pickering City Hall is currently closed to the public until further notice. Members of the public may observe the meeting proceedings by accessing the live webcast. A recording of the meeting will also be made available on the City’s website following the meeting. Page 1. Roll Call 2. Disclosure of Interest 3. Delegations Due to COVID-19 and the closure of City Hall, members of the public may provide a verbal delegation to Members of Council via electronic participation. To register as a delegate, visit www.pickering.ca/delegation, and complete the on-line delegation form or email clerks@pickering.ca. Delegation requests must be received by noon on the last business day before the scheduled meeting and must relate to a matter on the agenda. The list of delegates who have registered to speak will be called upon one by one by the Chair and invited to join the meeting via audio connection. A maximum of 10 minutes shall be allotted for each delegation. Please ensure you provide the phone number that you wish to be contacted on. Please be advised that your name and address will appear in the public record and will be posted on the City’s website as part of the meeting minutes. 3.1 Ira Kagan, Kagan Shastri LLP, representing Durham Live Re: Request for Minister’s Zoning Order (MZO), Durham Live Lands 4. Correspondence 4.1 Corr. 09-20 1 Don Given, Malone Given Parsons Ltd. Re: Request for a Minister’s Zoning Order Recommendation: Special Council Meeting Agenda May 13, 2020 Electronic Meeting 2:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca 1. That Corr. 09-20, dated May 6, 2020, from Don Given, Malone Given Parsons Ltd., regarding a Request for a Minister’s Zoning Order, be received; and, 2. That the Deputy Mayor, on behalf of Council, be directed to make a request to Minister Steve Clark, Minister of Municipal Affairs and Housing, for a Minister’s Zoning Order for the Durham Live lands. 4.2 Corr. 10-20 3 Jennifer O’Connell Member of Parliament, Pickering-Uxbridge Re: Federal Government’s Response towards Businesses during the COVID-19 Pandemic Recommendation: That Corr. 10-20, dated April 21, 2020, from Jennifer O’Connell, regarding the Federal Government’s Response towards Businesses during the COVID-19 Pandemic be received. 4.3 Corr. 11-20 6 The Government of Ontario Re: A Framework for Reopening our Province Recommendation: 1. That Corr. 11-20, dated April 27, 2020, from the Government of Ontario, regarding a Framework for Reopening our Province, be received; and, 2. That Staff be directed, through the office of the CAO, to prepare a plan for a Pickering Re-opening Framework and report back to an Executive Committee Meeting or a Special Meeting of Council no later than June 15, 2020. 5. Matters for Consideration 5.1 Chief Administrative Officer, Report CAO 02-20 19 City of Pickering purchase from Ontario Infrastructure and Land Corporation and sales to Shirva Investment and Developments Corporation and 10466921 Canada Inc. Special Council Meeting Agenda May 13, 2020 Electronic Meeting 2:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca - Part of PINs 26402-0106(LT) and PIN 26402-0110(LT), Seaton Innovation Corridor Recommendation: 1. That Council approve the following agreements: (a) Agreement of Purchase and Sale of approximately 12.7 acres of employment lands (Parcel 3) described as Part of PIN 26402-0106(LT), Part Lots 21 and 22, Concession 5, Pickering, being Parts 5 and 6 on Plan 40R-25010, dated October 22, 2019 between Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services, as vendor, and the City, as purchaser; (b) Agreement of Purchase and Sale of a 5.28 acre portion of the lands noted in 1(a) above from the City, as vendor, to Shirva Investment and Developments Corporation, as purchaser; (c) Agreement of Purchase and Sale of a 1.12 acre portion of the lands noted in 1(a) above from the City, as vendor, to 10466921 Canada Inc., as purchaser; and, (d) Agreement of Purchase and Sale of approximately 12 acres of employment lands (Parcel 5) described as Part of PIN 26402-0110(LT), Part Lots 21 and 22 Concession 5, Pickering, being Part 5 and 6 on 40R-30895, dated October 22, 2019 between Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services, as vendor, and the City, as purchaser. 2. That City staff be directed to: (i) waive, on the City's behalf, the City Sale Condition contained in Section 6.04(a) of both the Agreements of Purchase and Sale noted in paragraphs 1(a) and 1(d) above, and (ii) not make an Environmental Objection pursuant to section 5 of either of the Agreements of Purchase and Sale noted in paragraphs 1(a) and 1(d) above; 3. That City staff be directed to proceed with completion of all the said Agreements of Purchase and Sale; Special Council Meeting Agenda May 13, 2020 Electronic Meeting 2:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca 4. That Council authorize the Director, Finance & Treasurer to fund the City’s net purchase price of $586,842 related to 1(a) above, together with Seaton Landowner Group servicing costs, as provided for in Finance & Taxation’s 2019 Capital Budget from account 5203.1903.6265 to be recovered from future benefiting land owners; 5. That Council authorize the Director, Finance & Treasurer to finance the net project cost of $1,878,304 related to 1(d) above as follows: (a) the sum of $560,000 as provided for in the 2020 Capital Budget, to be increased to $758,000, the term approved for 20 years to be revised to 10 years, to be financed by the issue of debentures by the Regional Municipality of Durham over a period not to exceed 10 years; (b) the sum of $21,000 to be funded by a transfer from the Seaton Landowners Group Financial Impact Agreement (FIA) Reserve Fund; (c) the sum of $819,000 as provided for in the 2020 Capital Budget to be increased to $1,098,000 to be financed by the issue of debentures by The Regional Municipality of Durham over a period not to exceed 10 years to address the funding shortfall of the Development Charges-Protection Services Reserve Fund (“DC-Protection Services RF”), and this amount be repaid from future development charge collections; (d) the sum of $1,304 to be funded from property taxes; (e) the annual repayment charges in the amount of approximately $91,150 be included in the annual Current Budget for the City of Pickering commencing 2020, or such subsequent year in which the debentures are issued, and continuing thereafter until the debenture financing is repaid, and any financing cost to be paid out of the Current Budget; (f) the annual repayment charges in the amount of approximately $132,025 be included in the annual Current Budget for the City of Pickering commencing 2020, or such subsequent year in which the debentures are issued, and Special Council Meeting Agenda May 13, 2020 Electronic Meeting 2:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca continuing thereafter until the debenture financing is repaid from future development charge collections as the first source of repayment, and the cost of the annual repayment charges be included in the next Development Charges Background Study; and, (g) the Treasurer be authorized to make any changes, adjustments, and revisions to amounts, terms, conditions, or take any actions necessary in order to effect the foregoing. 6. That the draft debenture by-laws (Attachment No. 8) attached to this report be enacted; 7. That the Director, Finance & Treasurer be given the authority to fund the estimated post security costs of $238,000; 8. That the Director, Finance & Treasurer be given the authority to finance the estimated costs of $1,700,000 for the ongoing obligations to the trustee and Region by undertaking an internal loan for a period not to exceed 10 years; and, 9. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. 5.2 COVID-19 Updates and Actions 6. By-laws 6.1 By-law 7755/20 239 Being a by-law to authorize the Purchase of Land for the Seaton North Fire Station in the City of Pickering and the issuance of debentures in the amount of $1,098,000 for the Development Charges-Protection Services Reserve Fund funding for the Purchase of Land for the Seaton North Fire Station project, and that the first source of repayment for this debt is future development charge collections. [Refer to Item 5.1 CAO 02-20] 6.2 By-law 7756/20 241 Special Council Meeting Agenda May 13, 2020 Electronic Meeting 2:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca Being a by-law to authorize the Purchase of Land for the Seaton North Fire Station in the City of Pickering and the issuance of debentures in the amount of $758,000. [Refer to Item 5.1 CAO 02-20] 7. Confirmation By-law 8. Adjournment 140 Renfrew Drive, Suite 201 | Markham | Ontario | L3R 6B3 | T: 905 513 0170 | F: 905 513 0177 | mgp.ca As you are aware, the development of Durham Live is currently underway, with its anchor tenant, Pickering Casino Resort, substantially complete and ready to open its doors once Covid-19 conditions permit. Durham Live provides the opportunity to be one of the City’s largest employers (as many as 10,000 jobs) and certainly its greatest tourist draw. Durham Live seeks to raise the City’s profile as the pre-eminent municipality in Durham. A key part of the overall Durham Live development is the introduction of a range of hospitality and entertainment uses to complement the Casino, including film studios. An application for the film studios (phase 1), which will have some of the largest single sound stages in North America, is currently under review with City staff. Its planned opening is slated for late 2021. Durham Live is much more than just the casino and film studio and the owners are anxious to maintain momentum. In fact, Durham Live is ideally positioned to be shovel ready for the economic recovery kick-start which the City, Region and Province must plan for soon. The success of Durham Live depends on the inclusion of synergistic and complementary uses to the Casino Resort. The ability of Durham Live to fulfill its planned function as a major tourism hub depends on its ability to provide certainty to prospective tenants that they can build and open with as little delay as possible. Unfortunately, the current Durham Live zoning by-law restricts much of the Durham Live vision from being realized in the short term. By way of example, the Durham Live Zoning By- law contains H-3, which requires a new Highway 401 interchange before H-3 can be lifted. H-3 needs to be lifted for large users beyond the casino resort and film studio to proceed. Durham Live is also in serious discussions (backed by a Letter of Intent) with a very large employment user interested in the portion of the site west of Squires Beach Road. This is an approximately 70 to 85-acre site that the user would develop for an approximately 850,000 to 4 million square foot distribution centre and production facility (“Project Lonestar”). Project Lonestar alone will bring significant economic benefits to the City of Pickering and Durham Region. The investment in the land, buildings, infrastructure, equipment and training alone is estimated to exceed C$100 million. Development charges in the range of $20 to 80 million are anticipated, along with new property tax assessment in the range of $5 to 20 million annually. Don Given 905 513 0170 x109 DGiven@mgp.ca May 6, 2020 MGP File: 17-2613 City of Pickering Pickering Civic Complex One The Esplanade Pickering, ON L1V 6K7 Dear Mayor and Council, Corr. 09-20 - 1 - May 6, 2020 Page 2 of 2 In addition to 2,500 jobs at Pickering Casino Resort and 1,500 jobs at the film studios, employment estimates of 2,000 to 4,000 jobs at Project Lonestar are over and above the anticipated 10,000 jobs projected for Durham Live. Such a large construction project also brings significant local and regional spin-off business. Both the Provincial Policy Statement (2020) and A Place to Grow (2019) support economic development and competitiveness and encourage municipalities to provide a range and mix of uses to meet long-term needs and retain and attract investment and employment. Durham Live is designated as Employment Areas in both the regional and local official plans, with portions of the property identified as Open Space or Natural Areas, and Bayly Street forming part of an important Regional Corridor. As a major mixed-use tourist and entertainment destination, the early development of Durham Live will help Pickering meet its employment and investment targets in the short term. Through the MZO it will be possible to eliminate H-3 (and thus the requirement for a new highway interchange at Church Street). Council will recall that the Town of Ajax never supported that interchange. Through the MZO it will also be possible to simplify the rather complex parking standards and limitations on retail uses and replace them with easy to understand and implement standards. This is much highly valued by tenants and end-users. Through the MZO it will also be possible to introduce complementary residential apartment uses which have the potential to significantly add to the City’s supply of purpose-built rental units, some of which will be intrinsically affordable. Presently the Province is looking at different ways to jump-start the economy once Covid-19 pandemic conditions allow it. The Province is looking at various tools and has already begun to use one such tool, a Minister’s Zoning Order (“MZO”, pursuant to s.47 of the Planning Act). The City has had prior experience with an MZO. An MZO is enacted by The Honourable Steve Clarke, Minister of Municipal Affairs and Housing. Minister Clarke has already enacted several MZO’s since Covid-19 was declared a Provincial Emergency and he intends to enact more. Minister Clarke will act on a request from the City, supported by a Council Resolution, requesting an MZO. Accordingly, Durham Live is requesting that City Council support its desire for an MZO. Durham Live has already approached The Honourable Peter Bethlenfalvy (President of the Treasury Board) and he confirmed his support for the MZO (subject to City Council support of course). Durham Live would very much appreciate City Council authorizing the Mayor (in this case the Acting Mayor) working with City staff, to prepare the MZO and make the formal request to Minister Clarke. Thank you so very much for your kind attention to this matter. Yours very truly, Don Given, MCIP, RPP Malone Given Parsons Ltd. - 2 - Corr. 10-20 - 3 - - 4 - - 5 - A Framework for Reopening our Province April 27, 2020 Corr. 11-20 - 6 - Contents A Framework for Reopening our Province ............................................................................................................................3 Ontario’s Response to COVID-19.............................................................................................................................................4 State of Play in Ontario’s Response to COVID-19 ...................................................................................................5 Principles of the Framework ......................................................................................................................................................6 Determining When to Ease Public Health Measures ................................................................................................7 Phase 2: Restart — A Gradual, Staged Approach .........................................................................................................8 Supporting Children and Parents.......................................................................................................................................9 Reopening in Stages ...................................................................................................................................................................9 Stage 1 .......................................................................................................................................................................................... 9 Stage 2........................................................................................................................................................................................ 10 Stage 3........................................................................................................................................................................................ 10 Making Workplaces Safe.......................................................................................................................................................11 Protecting Vulnerable Populations .................................................................................................................................12 A Path to Recovery .........................................................................................................................................................................13 2 - 7 - A Framework for Reopening our Province The impacts of the COVID-19 outbreak have been felt across Ontario, by families, workers, businesses and communities. By working together and following the advice of public health experts, together we made steady progress in the fight against this deadly virus. Modelling in mid-April 2020 shows early signs that enhanced public health measures — including staying home, physical distancing and hand washing — are working to stop the spread of the virus and flatten the curve of the outbreak. By following these simple steps, everyone across the province is making a positive difference. It has been a slow and steady fight, but every victory Ontario has made against COVID-19 belongs to our heroic health care workers on the frontlines of this pandemic, essential businesses and workers, those stepping up to produce much-needed medical gear, and the regular people making extraordinary sacrifices to keep their families, friends and communities safe. While the situation is still evolving, Ontario continues to work with its partners to keep people healthy and provide support for the families, individuals and businesses struggling as a result of the necessary measures taken in response to COVID-19 and to plan for what comes next. And now, led by the Chief Medical Officer of Health and the work of the Ontario Jobs and Recovery Committee, the government is planning for what comes next. A Framework for Reopening our Province lays out the government’s approach to the next chapter in the ongoing fight to defeat COVID-19. It outlines the principles the government will use to reopening businesses, services and public spaces in gradual stages. It also explains the criteria Ontario’s Chief Medical Officer of Health will use to help advise the government on when it is safe to begin loosening public health restrictions. And it highlights the government’s commitment to continue providing guidance and advice as workplaces prepare to reopen, including businesses deemed essential that voluntarily chose to temporarily shut down. Thanks to the hard work of public health professionals and frontline heroes, and the ongoing commitment of the people of this province, Ontario is confident that together we will continue to make progress in our fight to contain and defeat this deadly virus. This framework provides a roadmap for people and businesses, so they know what to look for as the province moves forward. Together, Ontario will emerge from this crisis — with a clear path to economic recovery that keeps people safe and healthy. 3 - 8 - Ontario’s Response to COVID-19 Phase 1: Protect and Support The government’s primary focus is on protecting the health and well-being of individuals and families, supporting frontline health care workers, essential workers and businesses, and providing immediate support to protect people and jobs. This is demonstrated through the $17 -billion Ontario’s Action Plan: Responding to COVID-19 and ongoing government actions, such as increased pay for frontline workers during the pandemic. Emergency orders put in place to protect people include: the closure of non-essential workplaces, outdoor amenities in parks, recreational areas and public places, as well as bars and restaurants ; restrictions on social gatherings; and limiting staff from working in more than one retirement home, long-term care home or congregate care setting. Phase 2: Restart The government will take a careful, stage-by-stage approach to loosening emergency measures and reopening Ontario’s economy. Public health and workplace safety will remain the top priority, while balancing the needs of people and businesses. Public health officials will carefully monitor each stage for two-to-four weeks, as they assess the evolution of the COVID-19 outbreak to determine if it is necessary to change course to maintain public health. The government will also continue to issue guidelines for workplace safety. Stage 1 Stage 2 Stage 3 Phase 3: Recover Ensuring the health and safety of the public and workers will continue to be a top priority as Ontario transitions to a “new normal.” The government will partner with businesses and other sectors to lead Ontario’s economic recovery. The focus will be on creating jobs and opportunity across the province, while working to restore long-term prosperity for the benefit of every individual and family in Ontario. 4 - 9 - State of Play in Ontario’s Response to COVID-19 The government acted immediately and decisively to slow the spread of COVID-19 and protect the health and safety of the people of Ontario. Thanks to these actions, the latest expert modelling projects that the wave of new community spread of COVID-19 cases has started to peak as Ontario’s outbreak is now trending positively. January 24 Minister’s Order made the novel coronavirus a reportable disease January 25 – ongoing Rapid testing ramp-up Aggressive case and contact management of all confirmed cases March 12 Closure of public schools March 13 Essential visitors only in long-term care and other congregate care settings Stop cycling of intermittent inmates and personal visits in correctional facilities Prohibit gatherings over 250 people March 16 Practice physical distancing Self-isolate for 14 days if travelled outside Canada Prohibit gatherings over 50 people Make virtual work arrangements where possible March 17 Emergency Declaration Closure of public places and establishments March 21 Work deployment for health services providers March 24 Closure of non-essential workplaces Work deployment for long-term care homes March 25 Prohibit gatherings greater than five people Release of the $17-billion Ontario’s Action Plan: Responding to COVID-19 March 30 Closure of parks and outdoor recreational amenities Limit outings to essential needs Self-isolation for those over 70, with compromised immune systems or underlying medical conditions April 2 Enhance capacity for contact-tracing April 3 Revised essential workplaces list April 9 Prohibit camping on Crown land April 11 Work deployment for service organizations, municipalities and their service providers April 14 Extension of Emergency Declaration for 28 days April 15 Release of COVID -19 Action Plan for Long-Term Care Homes, including the Emergency Order restricting staff from working in more than one setting April 22 Ontario requests military support for long-term care homes April 23 Release of COVID -19 Action Plan for Vulnerable People April 25 Ontario provides pandemic pay for frontline heroes April 27 Release of A Framework for Reopening our Province 5 - 10 - Principles of the Framework Ontario’s plan to begin to responsibly lift public health measures and restart the economy will be guided by the advice of the Chief Medical Officer of Health and public health officials, and will be based on the following principles: Responsible: Public health and protecting the people of Ontario, especially those who are most vulnerable and at high-risk, will continue to be paramount and guide a gradual approach to loosening public health measures. Evidence-informed: Emerging scientific knowledge, public health data, defined criteria and consistent measures will inform the actions of the government, regions and sectors. Resourced: Sufficient health system capacity to respond to any resurgence in COVID-19 infections will be required to protect health care workers and the public and maintain the regular health system. Monitored: Public health capacity for rigorous testing, timely contact tracing and case management will need to be in place. Responsive and Effective: Measures will be implemented quickly, clearly and efficiently, based on health capacity, safety and economic needs, and the need to tighten or restrict measures if surges or further outbreaks occur. Clear: Plans and responsibilities for individuals, employers and the health care system will be clear, well-communicated by government and ready to implement. Flexibility and the ability to adapt to changing circumstances are essential to the province’s continued success. As the situation evolves, these principles will guide the actions and direction the government takes to reopen Ontario and its economy. 6 - 11 - Determining When to Ease Public Health Measures Ontario’s Chief Medical Officer of Health will consider the following criteria to advise when the province can begin to ease public health measures: Virus spread and containment Ensures loosening of measures is appropriately timed with the progression of the epidemic in Ontario. • A consistent two–to-four week decrease in the number of new daily COVID-19 cases. • A decrease in the rate of cases that cannot be traced to a source. • A decrease in the number of new COVID-19 cases in hospitals. Health system capacity Ensures there is an effective response to any potential case resurgence. • Sufficient acute and critical care capacity, including access to ventilators, to effectively respond to potential surges • Ongoing availability of personal protective equipment (PPE) based on provincia directives and guidelines. Public health system capacity Ensures there is an effective public health response to any potential case resurgence. • Approximately 90 per cent of new COVID-19 contacts are being reached by local public health officials within one day, with guidance and direction to contain community spread. Incidence tracking capacity Ensures that any potential resurgence in cases can be identified promptly. • Ongoing testing of suspected COVID-19 cases, especially of vulnerable populations, to detect new outbreaks quickly. • A shift to new and other ways of testing and contact tracing to promote widespread tracking of cases. . l As the province eases public health measures, these criteria will also serve as the framework for ongoing monitoring of progress and identifying when a change in direction is required. For example, the Chief Medical Officer of Health may also advise reapplying certain public health measures to manage the risk of recurring surges, outbreaks or future waves. 7 - 12 - 8 The government will reopen Ontario businesses and public spaces gradually. This will be based on the advice of the Chief Medical Officer of Health, including the criteria and thresholds detailed above. Each stage will last for approximately two-to-four-week periods to allow for close monitoring of any impacts or potential resurgence of cases. After each two-to-four-week period, the Chief Medical Officer of Health may advise to: •Reapply or tighten certain public health measures in response to a surge in cases or outbreaks; •Maintain status quo and continue close monitoring of impacts; or •Progress to the next two-to-four-week stage. - 13 - As public health measures are lifted and as economic activity resumes, the public will need to continue to maintain physical distancing and hand washing, along with self -isolation when experiencing COVID-19 symptoms. Remote work arrangements should continue where feasible. By taking this incremental approach, the government can ensure there are appropriate measures in place to reopen the province safely and limit any risks to people and public health. Each stage requires careful assessment and monitoring to know whether to adjust, tighten or loosen measures. Supporting Children and Parents The government is committed to keeping children across Ontario safe. In considering how to reopen Ontario’s economy, the government recognizes the important needs of both parents and children in relation to public health decisions about when and how to open schools and child care centres. As with all other measures, the government will proceed slowly and in phases, based on the best advice from the Chief Medical Officer of Health. In reopening, the government will ensure the safety of children and educators by ensuring adherence to public health guidelines. Reopening in Stages Examples of the government’s gradual approach to reopening Ontario include: Stage 1 Initially, consider: For businesses that were ordered to close or restrict operations, opening select workplaces that can immediately meet or modify operations to meet public health guidance and occupational health and safety requirements (e.g., curbside pick-up or delivery). Opening some outdoor spaces like parks and allow for a greater number of individuals to attend some events, such as funerals. Continued protections for vulnerable populations and the continued practice of physical distancing, hand washing and respiratory hygiene, and significant mitigation plans to limit health risks. Hospitals beginning to offer some non-urgent and scheduled surgeries and other health care services. 9 - 14 - Stage 2 If the initial loosening of public health measures is successful, consider: Opening more workplaces, based on risk assessments, which may include some service industries, and additional office and retail workplaces. Opening more outdoor spaces and allowing some larger public gatherings. Continued protections for vulnerable populations and the continued practice of physical distancing, hand washing and respiratory hygiene, and significant mitigation plans to limit health risks. Stage 3 If the loosening of public health measures continues to be successful, consider: Opening all workplaces responsibly Further relaxing the restrictions on public gatherings. Large public gatherings such as concerts and sporting events will continue to be restricted for the foreseeable future. Continued protections for vulnerable populations and the continued practice of physical distancing, hand washing and respiratory hygiene, and significant mitigation plans to limit health risks. This ongoing, gradual assessment of public health measures will continue until the post- pandemic period when a vaccine or treatment for COVID-19 is available. This staged approach reflects Ontario’s “new normal.” This framework allows the government to prioritize the needs of individuals and families across the province, while balancing economic and social benefits and keeping people safe. To help businesses and services restart, ke y factors the government will consider include the risk of spread of the virus and the ability to implement protective measures to keep workplaces safe. In the coming days, the Ontario Jobs and Recovery Committee, as well as Members of Provincial Parliament (MPPs), will begin holding discussions with business associations, chambers of commerce, municipal leaders, the postsecondary sector, corporate leaders, small business owners, community and social service providers, Indigenous partners, Franco-Ontarians, entrepreneurs and others. This will enable Ontario to better understand the unique impacts of COVID -19 that each region and each sector is facing, as we ll as what they need to succeed as Ontario progresses through the stages of reopening toward the recovery phase. 10 - 15 - Making Workplaces Safe The health and safety of workers is the government’s top concern. As public health measures are adjusted, ensuring workplaces are safe for employees and customers will be essential. All employers and workers will be required to follow directives and guidelines on COVID-19, including measures that may restrict certain activities. In fact, many key sectors deemed essential have remained open during the COVID -19 outbreak, following strict guidance to help their employees stay safe. It is vital that they continue to do so. The government will rely on their expertise and, in many cases, global experience to serve as a model for how other businesses adjust their operations for a new environment. The government will help with a range of advice and support. Safe workplaces must have a plan that promotes and adheres to strict hygiene and sanitation standards, and physical distancing to the extent possible. These are key factors to resume activities safely. The use of measures to limit risks include adjusting work practices and physical environments. This applies to workplaces that are allowed to reopen, as well as businesses deemed essential but that voluntarily chose to shut down, recognizing they may decide to resume operations before entering the first stage. The government, in partnership with Ontario’s Health and Safety Associations and based on input from public health officials, will provide guidelines to employers on how to open safely and protect their employees and customers. Documents will be made available across many sectors, as well as training to provide guidance to workplaces entering the restart phase. This may include webinars and other distance learning tools. These resources will build on the guidelines provided to essential workplaces, which have enabled those businesses to adapt and remain open. Ontario has added more workplace inspectors and specialists to ensure workers continue to be protected on the job during the pandemic, including adding close to 60 new frontline officials to support employers and workers in the field. The capacity of Ontario’s Health and Safety Call Centre has also been doubled. Workers who are worried their workplaces are unsafe can phone 1-877 -202 -0008. Regular updates will also be provided on the number of workplace inspections and work orders taking place across the province. Throughout the reopening phase, Ontario will continue the “Team Canada” approach to understand the measures and steps other jurisdictions are taking, to coordinate where possible, and reduce barriers to interprovincial business activities. 11 - 16 - Protecting Vulnerable Populations Nothing is more important than protecting the health and well-being of the people of Ontario, especially the province’s most vulnerable populations. Seeing the impact of COVID-19 on seniors and vulnerable people has been heartbreaking. As Ontario gradually loosens public health restrictions and economic activity resumes, the government will continue to use every resource available to support the province’s long-term care homes to stop the spread of COVID-19, with a special focus on those long-term care homes experiencing outbreaks and in need of urgent support. The COVID -19 Action Plan for Protecting Long-Term Care Homes is helping to stop and contain the spread of COVID-19 in the province's long-term care and retirement homes. The government has introduced more aggressive testing, screening and surveillance, deployed specialized teams from hospitals, public health and the home care sector, recruited additional frontline staff, and increased personal protective equipment. Ontario is also implementing its COVID -19 Action Plan for Vulnerable People to better protect people living in high-risk settings including homes serving those with developmental disabilities, shelters for survivors of gender-based violence and human trafficking, and children’s residential settings. This includes Indigenous residential settings for children and youth, shelters and other high-risk settings on-and off -reserve. New measures have been put in place to enhance screening and testing, help reduce exposure to COVID-19, prevent the spread of the virus and increase infection control measures. This plan builds upon the initiatives that were put in place at the outset of the COVID-19 outbreak. 12 - 17 - A Path to Recovery Through each stage of A Framework to Reopening our Province, the government’s number one priority will continue to be the health and well-being of the people of Ontario. But recovery from COVID-19 doesn’t just mean stopping the spread — it also means setting up Ontario to help create jobs, prosperity and growth well into the future. As we prepare to reopen Ontario’s economy, it is more important than ever to follow public health advice. Everyday actions to reduce exposure and protect people’s health, such as physical distancing, frequent hand washing and staying home when ill, continue to be crucial in Ontario’s fight against COVID-19. We cannot afford to let up our efforts now and undo all of the progress we have made. Together, we are making a difference. Ontario is resilient. With everyone doing their part and the heroic efforts of frontline health care workers, our efforts against COVID-19 are working. Now, the government is preparing for the weeks and months ahead, to responsibly lead Ontario’s economy back to a strong positi on. The Ontario Spirit will continue to guide us through these challenging times. The perseverance of the people of Ontario has always been our province’s strength. With a clear framework to help guide the loosening of emergency measures, and with the continued support of the people of this province, Ontario stands ready to tackle the next chapter in the fight against COVID-19. Additional resources • Learn more about the first phase of Ontario’s Action Plan: Responding to COVID-19. • Learn more about the COVID -19 Action P lan for Vulnerable People . • Learn more about the COVID -19 Action Plan for Protecting Long-Term Care Homes. • Visit Ontario’s website to learn more about how the province continues to protect the people of Ontario from COVID-19. • See how your organization can help fight COVID-19 through Ontario Together. • Information and advice to help your business navigate the economy during COVID-19. 13 - 18 - Report to Council Report Number: CAO 02-20 Date: May 13, 2020 From: Tony Prevedel Chief Administrative Officer Subject: City of Pickering purchase from Ontario Infrastructure and Land Corporation and sales to Shirva Investment and Developments Corporation and 10466921 Canada Inc. -Part of PINs 26402-0106(LT) and PIN 26402-0110(LT), Seaton Innovation Corridor -Files: L-4610-007-2019 Recommendation: 1.That Council approve the following agreements: (a)Agreement of Purchase and Sale of approximately 12.7 acres of employment lands (Parcel 3) described as Part of PIN 26402-0106(LT), Part Lots 21 and 22, Concession 5, Pickering, being Parts 5 and 6 on Plan 40R-25010, dated October 22, 2019 between Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services, as vendor, and the City, as purchaser; (b)Agreement of Purchase and Sale of a 5.28 acre portion of the lands noted in 1(a) above from the City, as vendor, to Shirva Investment and Developments Corporation, as purchaser; (c)Agreement of Purchase and Sale of a 1.12 acre portion of the lands noted in 1(a) above from the City, as vendor, to 10466921 Canada Inc., as purchaser; (d)Agreement of Purchase and Sale of approximately 12 acres of employment lands (Parcel 5) described as Part of PIN 26402-0110(LT), Part Lots 21 and 22 Concession 5, Pickering, being Part 5 and 6 on 40R-30895, dated October 22, 2019 between Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services, as vendor, and the City, as purchaser; 2.That City staff be directed to: (i) waive, on the City's behalf, the City Sale Condition contained in Section 6.04(a) of both the Agreements of Purchase and Sale not ed in paragraphs 1(a) and 1(d) above, and (ii) not make an Environmental Objection pursuant to section 5 of either of the Agreements of Purchase and Sale noted in paragraphs 1(a) and 1(d) above; 3.That City staff be directed to proceed with completion of all the said Agreements of Purchase and Sale; - 19 - CAO 02-20 May 13, 2020 Subject: City of Pickering purchase from Infrastructure Ontario Page 2 4.That Council authorize the Director, Finance & Treasurer to fund the City’s net purchase price of $586,842 related to 1(a) above, together with Seaton Landowner Group servicing costs, as provided for in Finance & Taxation’s 2019 Capital Budget from account 5203.1903.6265 to be recovered from future benefiting land owners; 5.That Council authorize the Director, Finance & Treasurer to finance the net project cost of $1,878,304 related to 1(d) above as follows: (a)the sum of $560,000 as provided for in the 2020 Capital Budget, to be increased to $758,000, the term approved for 20 years to be revised to 10 years, to be financed by the issue of debentures by the Regional Municipality of Durham over a period not to exceed 10 years; (b)the sum of $21,000 to be funded by a transfer from the Seaton Landowners Group Financial Impact Agreement (FIA) Reserve Fund; (c)the sum of $819,000 as provided for in the 2020 Capital Budget to be increased to $1,098,000 to be financed by the issue of debentures by The Regional Municipality of Durham over a period not to exceed 10 years to address the funding shortfall of the Development Charges-Protection Services Reserve Fund (“DC-Protection Services RF”), and this amount be repaid from future development charge collections; (d)the sum of $1,304 to be funded from property taxes; (e)the annual repayment charges in the amount of approximately $91,150 be included in the annual Current Budget for the City of Pickering commencing 2020, or such subsequent year in which the debentures are issued, and continuing thereafter until the debenture financing is repaid, and any financing cost to be paid out of the Current Budget; (f)the annual repayment charges in the amount of approximately $132,025 be included in the annual Current Budget for the City of Pickering commencing 2020, or such subsequent year in which the debentures are issued, and continuing thereafter until the debenture financing is repaid from future development charge collections as the first source of repayment, and the cost of the annual repayment charges be included in the next Development Charges Background Study; (g)the Treasurer be authorized to make any changes, adjustments, and revisions to amounts, terms, conditions, or take any actions necessary in order to effect the foregoing; 6.That the draft debenture by-laws (Attachment No. 8) attached to this report be enacted; 7.That the Director, Finance & Treasurer be given the authority to fund the estimated post security costs of $238,000; - 20 - CAO 02-20 May 13, 2020 Subject: City of Pickering purchase from Infrastructure Ontario Page 3 8.That the Director, Finance & Treasurer be given the authority to finance the estimated costs of $1,700,000 for the ongoing obligations to the trustee and Region by undertaking an internal loan for a period not to exceed 10 years; and 9.That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. Executive Summary: For more than two years, the City has negotiated with the Province of Ontario for the purchase of five parcels of employment lands within Seaton. The City's primary purpose throughout these negotiations has been to acquire employment lands with a view to selling them to employers who will in turn create jobs within Pickering and generate much-needed economic activity. This will fulfill an important objective of the Central Pickering Development Plan. Ultimately, these negotiations have resulted in agreements to acquire two of the five parcels. Staff recommend that the City proceed with the purchases of parcels 3 and 5, as shown on Attachment No. 1. Parcel 3 is shown in purple on Attachment No. 1. Parcel 3 comprises approximately 12.7 acres, out of which approximately 5.28 acres will be sold to Shirva Investment and Developments Corporation (“Shirva”). Shirva intends to construct an office building of approximate ly 150,000 ft.². Approximately 1.12 acres of Parcel 3 will be sold to 10466921 Canada Inc. That company intends to construct a gas station and related convenience store. The balance of Parcel 3 consists of a local road (future Kubota Drive) and a storm water management pond. Parcel 5 is shown in orange on Attachment No. 1. Parcel 5 comprises approximately 12 acres, and will be held by the City as a site for a future fire hall and storm water management pond. Staff recommend that Council approve all four of the above-noted Agreements of Purchase and Sale. These Agreements are scheduled to be completed on July 23, 2020. Financial Implications: The City is the purchaser and end user of Parcel 5. Parcel 5 will be held for future use as a fire hall and storm water management pond. Parcel 3 is being purchased for resale to end users and for City infrastructure (local road and storm water management pond). The City’s share of land for Parcel 3 is presented below: Total Acres - Parcel 3 12.70 Less: Shirva Inv. & Development Corp. 5.28 10466921 Canada Inc. 1.12 6.40 City Acreage for Parcel 3 6.30 The City’s acquisition cost for Parcel 3 is $586,842. This cost will be recovered from future landowners in the Pickering Innovation Corridor. Future purchasers of lands that benefit from the - 21 - CAO 02-20 May 13, 2020 Subject: City of Pickering purchase from Infrastructure Ontario Page 4 City’s pond and local road will be required to pay a fair percentage of the City’s cost as a condition of site plan approval. The total purchase cost of Parcel 5 at closing is $1,878,304. The breakdown of the financing of this project is presented below: Parcel 5 Financing Strategy Debt Component: DC Debenture Debt $ 1,098,000 City Share Debt 758,000 $ 1,856,000 Financial Impact Res. 21,000 Property Taxes 1,304 Total $ 1,878,304 In addition to the above costs, the City is required to post security in the amount of $238,000 with the Trustee under the Seaton Landowners’ Group Cost Sharing Agreement. It is staff’s understanding that the security will be returned to the City in approximately two years as the construction of services within Seaton proceeds. Recommendation 8 provides the Treasurer the authority to fund various capital costs related to Seaton development over the next two years through an internal loan. The City may be subject to cash calls over the next two years pursuant to the Seaton Landowners’ Group Cost Sharing Agreement. Staff are currently in negotiations with the landowners’ group to determine if these costs can be waived, and it has been indicated to the Chief Administrative Officer that an agreement to such waiver is forthcoming. In such event, the cash call payable by the City will be substantially reduced or eliminated. In the interim, it is prudent to budget for them. Discussion: In accordance with Council direction, the Chief Administrative Officer executed the four Agreements of Purchase and Sale referred to in Recommendation No. 1 above. The key provisions of each Agreement are as follows: Agreement of Purchase and Sale for the purchase by the City of Parcel 3 (12.7 acres of employment lands) from Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services (the “Province”) – Attachment No. 2 Lands purchased: Approximately 12.7 acres of employment lands within Seaton. Purchase price: $1,564,990 subject to adjustment based on measured land area ($158,000/acre for Table Lands and $79,000/acre for storm water management pond lands). Closing date: July 23, 2020. - 22 - CAO 02-20 May 13, 2020 Subject: City of Pickering purchase from Infrastructure Ontario Page 5 Environmental Condition: Section 5.02 of the Agreement provides that the City can make an Environmental Objection to completing the purchase if it discovers hazardous substances or contaminants on the Lands. Specifically, section 5.02(d) of the Agreement allows the City to elect to terminate the Agreement in the event that there is a hazardous substance or contaminant on the Lands which the Province is unwilling to remedy. The City therefore retained EXP Engineering Consultants to conduct an Environmental Site Assessment (ESA) of the lands. EXP completed the Phase I and 2 ESA in accordance with the Environmental Protection A ct and Ontario. In the course of performing the ESA, EXP reviewed available background information relating to past uses of the land (including mapping, plans, reports and aerial photographs), as well as information available through the EcoLog Environmental Risk Informatio n Service. EXP also carried out an inventory request of the Ministry of the Environment and Climate Change and the Technical Standards and Safety Authority to search for any reports of prior issues or spills on the Lands. EXP also conducted a site inspection and an interview of personnel knowledgeable with the lands. The conclusion of the ESA is that there are no materially significant environmental concerns with the lands. The ESA further concluded that there is no evidence of potentially contamina ting activities on the lands, and that there were no areas of potential environmental concern. Based on the conclusions of the ESA, City staff recommend that there is no need to make an environmental objection pursuant to section 5.02 of the Agreement or to terminate the Agreement on the basis of any environmental objection pursuant to Section 5.02(d). City Sale Condition: Section 6.04 of the Agreement provides that the obligation of the City to complete the transaction is conditional upon the approval of Pickering City Council. The Agreement provides that such approval is “in the sole and unfettered discretion of the City” and that such approval may be “arbitrarily and unreasonably withheld”. City staff negotiated this condition to ensure that Council retained control over whether or not to proceed with the purchase. The City has retained Torys LLP to perform all commercially normal title and off -title searches in respect of the Lands to ensure that there are no title problems or other issues that might impair the marketability of the Lands or the ability of the Province to deliver to the City a valid and registrable Transfer of the Lands on closing. Torys LLP has confirmed to City staff that it has completed all necessary searches, and that the searches have not disclosed any problem with the marketability of the Lands or the Province’s title thereto. In view of the clear results of the title and off-title searches, City staff recommend that Council approve the waiver of the City sale condition. This will cause the Agreement to become a firm, binding and unconditional obligation enforceable against both the Province and the City. The City would then be obligated to close the transaction in accordance with the terms of the Agreement. Participation Covenant: Schedule “G” to the Agreement is a Participation Agreement which the Province requires the City to enter into as a condition of the purchase of the Lands. In accordance with applicable Provincial policy, the Participation Agreement obligates the City to account to the Province for profit earned by the City upon any sale of the Lands within ten years after the City’s initial purchase. Servicing costs: As a condition of purchasing the lands, the City is obligated to assume all servicing costs associated with the lands pursuant to the Seaton Landowners Group Cost Sharing Agreement. These costs are set out on the Schedule prepared by SCS Consulting Group - 23 - CAO 02-20 May 13, 2020 Subject: City of Pickering purchase from Infrastructure Ontario Page 6 (Attachment No. 6 to this Report). Please note, however, that these costs will be assumed proportionately by future developers of adjacent properties, including the City’s purchasers, Shirva and 10466921 Canada Inc. Agreement of Purchase and Sale for the purchase by the City of Parcel 5 (12 acres of employment lands) from the Province – Attachment No. 3 Lands purchased: Approximately 12 acres of employment lands within Seaton, inclusive of a heritage structure. (Fire Services has confirmed that the heritage structure will not materially impede use of the site for a fire hall.) Purchase price: $1,341,420, subject to adjustment based on measured land area ($158,000/acre for Table Lands and $79,000/acre for storm water management pond lands). Closing date: July 23, 2020. Environmental Condition: Section 5.02 of the Agreement provides that the City can make an Environmental Objection to completing the purchase if it discovers hazardous substances or contaminants on the Lands. Specifically, section 5.02(d) of the Agreement allows the City to elect to terminate the Agreement in the event that there is a hazardous substance or contaminant on the Lands which the Province is unwilling to remedy. The City therefore retained EXP Engineering Consultants, to conduct an Environmental Site Assessment (ESA) of the lands. EXP completed the Phase I and 2 ESA in accordance with the Environmental Protection Act. In the course of performing the ESA, EXP reviewed available background information relating to past uses of the land (including mapping, plans, reports and aerial photographs), as well as information available through the EcoLog Environmental Risk Information Service. EXP also carried out an inventory request of the Ministry of the Environment and Climate Change and the T echnical Standards and Safety Authority to search for any reports of prior issues or spills on the Lands. EXP also conducted a site inspection and an interview of personnel knowledgeable with the lands. The conclusion of the ESA is that there are no materially significant environmental concerns with the lands. Based on this, City staff recommend that there is no need to make an environmental objection pursuant to section 5.02 of the Agreement or to terminate the Agreement on the basis of any environmental objection pursuant to Section 5.02(d). City Sale Condition: Section 6.04 of the Agreement provides that the obligation of the City to complete the transaction is conditional upon the approval of Pickering City Council. The Agreement provides that such approval is “in the sole and unfettered discretion of the City” and that such approval may be “arbitrarily and unreasonably withheld”. City staff negotiated this condition to ensure that Council retained control over whether or not to proceed with the purchas e. The City has retained Torys LLP to perform all commercially normal title and off -title searches in respect of the Lands to ensure that there are no title problems or other issues that might impair the marketability of the Lands or the ability of the Province to deliver to the City a valid and registrable Transfer of the Lands on closing. Torys LLP has confirmed to City staff that it has completed all necessary searches, and that the searches have not disclosed any problem with the marketability of the Lands or the Province’s title thereto. - 24 - CAO 02-20 May 13, 2020 Subject: City of Pickering purchase from Infrastructure Ontario Page 7 In view of the clear results of the title and off-title searches, City staff recommend that Council approve the waiver of the City sale condition. This will cause the Agreement to become a firm, binding and unconditional obligation enforceable against both the Province and the City. The City would then be obligated to close the transaction in accordance with the terms of the Agreement. Participation Covenant: Schedule “G” to the Agreement is a Participation Agreement which the Province requires the City to enter into as a condition of the purchase of the Lands. In accordance with applicable Provincial policy, the Participation Agreement obligates the City to account to the Province for profit earned by the City upon any sale of the Lands within ten years after the City’s initial purchase. Servicing costs: As a condition of purchasing the lands, the City is obligated to assume all servicing costs associated with the lands pursuant to the Seaton Landowners Group Cost Sharing Agreement. These costs are set out on the Schedule prepared by SCS Consulting Group (Attachment No. 7 to this Report). Please note, however, that the Seaton Landowners’ Group has indicated a willingness to eliminate, or at least significantly reduce, thes e costs to reflect the fact that the City is using these lands for a future fire hall and will not profit from any development of them. Agreement of Purchase and Sale for the sale of a 5.28 acre portion of Parcel 3 to Shirva Investment and Developments Corporation – Attachment No. 4 Lands sold: Approximately 5.28 acres of employment lands within Seaton Parcel 3. Sale price: $834,240, subject to adjustment based on measured land area ($158,000/acre). Deposit: The full sale price has already been paid by Shirva as a deposit. Closing date: July 23, 2020 Purchaser’s conditions: Shirva has waived the conditions included in the Agreement for its benefit. Key provisions: The Agreement of Purchase and Sale requires Shirva to assume all servicing costs associated with the lands pursuant to the Seaton Landowners’ Group Cost Sharing Agreement, and to pay the City’s legal and other acquisition costs for the lands as an adjustment on closing. Schedule “G” of the Agreement of Purchase and Sale contains a Right of First Refusal for the benefit of the City. It entitles the City to buy back the land at the original sale price if Shirva fails to obtain a building permit for construction within 5 years of closing. Agreement of Purchase and Sale for the sale of a 1.12 acre portion of Parcel 3 to 10466921 Canada Inc. – Attachment No. 5 Lands sold: Approximately 1.12 acres of employment lands within Seaton. Sale price: $176,960, subject to adjustment based on measured land area ($158,000/acre). - 25 - CAO 02-20 May 13, 2020 Subject: City of Pickering purchase from Infrastructure Ontario Page 8 Deposit: The full sale price has already been paid by the purchaser as a deposit. Closing date: July 23, 2020 Purchaser’s conditions: 10466921 Canada Inc. has waived the conditions included in the Agreement for its benefit. Key provisions: The Agreement of Purchase and Sale requires 10466921 Canada Inc. to assume all servicing costs associated with the lands pursuant to the Seaton Landowners’ Group Cost Sharing Agreement, and to pay the City’s legal and other acquisition costs for the land s as an adjustment on closing. Schedule “G” of the Agreement of Purchase and Sale contains a Right of First Refusal for the benefit of the City. It entitles the City to buy back the land at the original sale price if 10466921 Canada Inc. fails to obtain a building permit for construction within 5 years of closing. Attachments: 1. Map of Parcels 3 and 5. 2. Agreement of Purchase and Sale for purchase of Parcel 3 from the Province. 3. Agreement of Purchase and Sale for purchase of Parcel 5 from the Province. 4. Agreement of Purchase and Sale for sale of 5.28 acres of Parcel 3 to Shirva. 5. Agreement of Purchase and Sale for sale of 1.12 acres of Parcel 3 to 10466921 Canada Inc. 6. Schedule of servicing costs prepared by SCS Consulting Group re Parcel 3 lands. 7. Schedule of servicing costs prepared by SCS Consulting Group re Parcel 5 lands. 8. Draft Debenture By-laws for Funding of Fire Hall Land Purchase. Prepared By: Prepared By: “Original Signed By” “Original Signed By” Paul Bigioni Stan Karwowski Director, Corporate Services & City Solicitor Director, Finance & Treasurer - 26 - CAO 02-20 May 13, 2020 Subject: City of Pickering purchase from Infrastructure Ontario Page 9 Prepared By: Original Signed By: Fiaz Jadoon Director, Economic Development & Strategic Projects PB:ks Recommended for the consideration of Pickering City Council Tony Prevedel, P.Eng. Chief Administrative Officer Original Signed By: - 27 - Attachment No. 1 to Report CAO 02-20- 28 - Execution Version HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES as Vendor” and THE CORPORATION OF THE CITY OF PICKERING as “Purchaser” AGREEMENT OF PURCHASE AND SALE (Employment Land —2019 Parcel 3) 38997-2001 28256802.2 Attachment No. 2 to Report CAO 02-20 - 29 - TABLE OF CONTENTS SECTION 1 DEFINITIONS .1 SECTION 2 AGREEMENT OF PURCHASE AND SALE 7 SECTION 3 DEPOSIT I PAYMENT OF PURCHASE PRICE 8 SECTION 4 HARMONIZED SALES TAX 9 SECTION 5 “AS IS WHERE IS”,PURCHASER’S INSPECTION PERIOD,AND ENVIRONMENTAL INDEMNITY 10 SECTION 6 CLOSING CONDITIONS 13 SECTION 7 SALE APPROVAL 15 SECTION 8 CLASS EA REQUIREMENTS /ABORIGINAL CLAIMS 15 SECTION 9 RISK 17 SECTION 10 VENDOR’S WARRANTIES,REPRESENTATIONS AND COVENANTS 18 SECTION 11 PURCHASER’S WARRANTIES,REPRESENTATIONS AND COVENANTS 18 SECTION 12 SEVERANCE 19 SECTION 13 REFERENCE PLAN(S)19 SECTION 14 TITLE 19 SECTION 15 NO ASSIGNMENT ETC 20 SECTION 16 DEVELOPMENT AGREEMENTS 20 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 22 SECTION 18 TENDER 22 SECTION 19 ADJUSTMENTS 22 SECTION 20 ELECTRONIC REGISTRATION 23 SECTION 21 CLOSING DELIVERABLES 23 SECTION 22 NOTICE 25 SECTION 23 CONFIDENTIALITY 26 SECTION 24 GENERAL 26 SECTION 25 IRREVOCABLE PERIOD 27 38997-2001 28256802.2 - 30 - AGREEMENT OF PURCHASE AND SALE BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES (hereinafter collectively called the “Vendor”) OF THE FIRST PART -and - THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the “Purchaser”) OF THE SECOND PART RECITALS: A.The Vendor is the oner in fee simple of the property defined as the Lands”in Section l.O1(vv) of this Agreement. B.Vendor and OILC hereby confirm that OILC is the designated agent of the Vendor. C.The Lands are within the area covered by the “Central Pickering Development Plan”issued pursuant to the Ontario Planning and Development Act,1994,S.O.1994,c.23. D.The Lands are subject to the Development Agreements,and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. E.The Lands are subject to the Lease(s),and the Purchaser has agreed to assume the Lease(s)as they relate to the Lands. F.The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning,the terms defined in this Section 1.01 for all purposes of this Agreement,shall have the meanings set out below: 38997-2001 28256802.2 - 31 - (a)“Adjustments”means the adj ustments to the Purchase Price provided for and determined pursuant to this Agreement. (b)“Affiliate”has the meaning set out in the Business Corporations Act,R.S.O.1990,c.B. 16. (c)“Agreement”means collectively,this agreement of purchase and sale,all Schedules attached hereto and every properly executed instrument which by its terms amends, modifies or supplements this Agreement. (d)“Applicable Laws”means,collectively,all statutes,laws,by-laws,regulations,ordinances and orders of any governmental Authority,including without limitation all Land Use Regulations. (e)“Approval Term”has the meaning ascribed to it in Section 7.03. (f)“As Is Where Is”has the meaning ascribed to it in Section 5.01. (g)“Assignee”has the meaning ascribed to it in Section 15.02. (h)“Assignment and Assumption Agreement”means an agreement by which the Vendor shall assign and the Purchaser shall become a party to a Development Agreement,Lease or Permitted Encumbrance and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement,Lease or Permitted Encumbrance. (i)“Attribution Development Charges”means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase 1 RFEA)from time to time. (j)“Attribution Prepayment”means the sum of the “Regional Attribution Water Supply DC Prepayment”and the “Regional Attribution Sanitary Sewerage DC Prepayment”(as such terms are defined in the Phase 1 RFEA)from time to time. (k)“Authority”means any governmental or quasi-governmental authority,regulatory authority,government department,agency,commission,board,tribunal,body or department,or any court,whether federal,provincial or municipal,having jurisdiction over the Property,or the use thereof and includes the City and the Region. (1)“Buildings”means,individually or collectively,as the context requires,all buildings, structures and fixed improvements located on,upon or under the Lands,and all improvements and fixtures of the Vendor contained in,upon or on such buildings and structures which are used in the operation of same,and “Building”means any one of the Buildings. (m)“Business Day”means any day on which the Government of Ontario normally conducts business. (n)“City”means the City of Pickering. - 32 - -3- (o)“City Sale Approval”means the necessary internal approvals required for the Transaction by the Council for the City. (p)“Class EA”means the Class Environmental Assessment Process for the Ministry of Infrastructure as it applies to OILC realty activities (being as at the Execution Date,the “Ministry of Infrastructure Public Work Class Environmental Assessment (Office Consolidation)”,as approved April 28.2004 and amended on September II,2008 and on October 3 1,2012),as approved,amended,or renewed from time to time by the Minister of the Environment and Climate Change pursuant to Section 14 of the Environmental Assessment Act,R.S.O.1990,c.E.l8. (q)“Class EA Requirements”has the meaning ascribed to it in Section 8.01. (r)“Closing”means the closing of the Transaction,including without limitation,the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. (s)“Closing Date”means the day which is thirty (30)Business Days next following the date the Purchaser waives or satisfies its condition(s)contained in Section 5 and Section 6.04 of this Agreement. (t)“Community Use Land”has the meaning ascribed to it in the Seaton CSA. (u)“Contaminant”has.for the purposes of this Agi’eement,the same meaning as that contained in the Environmental Protection Act,R.S.O.1990,c.E.19,as amended,and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (v)“Cost Shared Service”has the meaning ascribed to it in the Seaton CSA. (w)“Crown Right Request”has the meaning ascribed to it in Section 12.01. (x)“DC Credit Recovery Payment”has the meaning ascribed to it in Section 16.03. (y)“Deposit”has the meaning ascribed to it in Section 3.01. (z)“Developable Area Share”has the meaning ascribed to it in the Seaton CSA. (aa)“Development Agreements”means,collectively,the Phase I RFEA,the Seaton CSA.the Pickering FIA,the Seaton-Durharn CSA and the Master Parks Agreement,and “Development Agreement”means any one of such agreements. (bb)“Development Agreement Payment”means any payment required to be made,or security to be provided,to an Authority,to the Vendor,or to a trustee named under a Development Agreement,by the Purchaser at Closing hereunder and whether required by an Assignment and Assumption Agreement or otherwise,and includes,but is not limited to,the DC Credit Recovery Payment,Attribution Prepayment,Development Agreement Security, Development Charge Payments,and Private Land Landowner Equivalency Payment. - 33 - -4- (cc)“Development Agreement Security”means any security required to be delivered by a Private Landowner pursuant to a Development Agreement,whether by letter of credit or otherwise. (dd)“Development Charge Credits”means the development charge credits earned pursuant to the Phase 1 RFEA. (ee)“Development Charge Prepayments”means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase 1 RFEA upon the development of Employment Lands. (fi)“Drainage Area Share”has the meaning ascribed to such term in the Seaton CSA. (gg)“Durham Owners”has the meaning ascribed to it in the Seaton-Durham CSA. (hh)“Employment Lands”means those lands designated as “Prestige Employment Lands”in the CentraI Pickering Development Plan’. (ii)“Environmental Law”means,collectively,all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws,common law and deed restrictions,all by-laws,regulations, codes,licences,permits,orders,directives,guidelines,decisions rendered by any governmental Authority relating to the protection of the environment,natural resources, public health,occupational health and safety or the manufacture,processing,distribution, use,treatment,storage,disposal,packaging,transport,handling,containment,clean-up or other remediation or corrective action of any Hazardous Substance,and all authorizations issued pursuant to such Applicable Laws,agreements or statutory requirements. (jj)“Environmental Objection”has the meaning ascribed to it in Section 5.02. (kk)“Environmental Reports”means the reports relating to the environmental condition of the Lands as identified in Schedule C. (11)“Execution Date”means the date on which this Agreement has been executed and delivered by all parties hereto. (mm)“Expiry Date”has the meaning ascribed to it in Section 7.03. (nn)“Further Class EA Extension Period”has the meaning ascribed to it in Section 8.02(d)(i). (oo)“Further Extension Period”has the meaning ascribed to it in Section 8.03(b). (pp)“Hazardous Substance”includes,but is not limited to any hazardous or toxic chemical. waste,by-product,pollutant,contaminant,compound,product or substance,including without limitation,any Contaminant,asbestos,polychiorinated biphenyls,petroleum and its derivatives,by-products or other hydrocarbons and any other liquid,solid or gaseous material the exposure to,or manufacture,possession,presence,use,generation,storage, transportation,treatment,release,disposal,abatement,cleanup,removal,remediation or handling of,which is prohibited,controlled or regulated by any and is defined in or pursuant to any Environmental Law. - 34 - (qq)“Heritage Requirements”has the meaning ascribed to it in Section 8.0 1(b). (rr)“HST”has the meaning ascribed to it in Section 4.01 of this Agreement. (ss)“Initial Class EA Extension Period”has the meaning ascribed to it in Section 8.02. (tt)“Initial Extension Period”has the meaning ascribed to it in Section 8.03. (uu)“Inspection Period”means that period of time which is seventy (70)Business Days following the Execution Date. (vv)“Lands”means,collectively,the Table Lands and the SWP Lands. (ww)“Land Use Regulations”means collectively,any land use policies,regulations,by-laws, or plans of any Authority that apply to the use of the Property,including the existing Official Plans,zoning by-laws and zoning orders. (xx)“Land Transfer Tax Affidavit”has the meaning ascribed to it in Section 17.01. (yy)“Lease(s)”means all leases or licences of any portion of the Lands in force at Closing. (zz)“Master Parks Agreement”means the Master Parks Agreement dated May 1,2017 entered into by the City,and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (aaa)“Municipality”means the municipality (or municipalities)where the Property is located. (bbb)“Offer Date”means the date the offer herein is submitted to the Vendor by the Purchaser. (ccc)“OILC”means Ontario Infrastructure and Lands Corporation. (ddd)“Open Data”means data that is required to be released to the public pursuant to the Open Data Directive; (eee)“Open Data Directive”means the Management Board of Cabinet’s Open Data Directive, updated on April 29,2016,as same maybe amended from time to time; (ff0 “Participation Agreement”means the Participation Agreement attached hereto as schedule G and to be entered into between the Vendor and the Purchaser at Closing. (ggg)“Permitted Encumbrances”means,collectively,the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. (hhh)“Phase 1 RFEA”has the meaning ascribed to such term in the Seaton CSA. (iii)“Phase 1 RF’EA Lands”has the meaning ascribed to such term in the Phase I RFEA. (jjj)“Phase 1 Development”has the meaning ascribed to such term in the Seaton CSA. (kkk)“Pickering FIA”means the Financial Impacts Agreement dated November 26,2015 entered into by the City,and the owners of other development land in the Seaton - 35 - -6- Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the development of lands in Seaton. (Ill)“Private Landowner”has the meaning ascribed to such term in the Seaton CSA. (mmm)“Private Landowner Equivalency Payment”has the meaning ascribed to it in Section 16.06. (nnn)“Property”means,collectively,all of the right, title and interest of the Vendor in and to the Lands and the Buildings. (ooo)“Property Documents”means the documents in OILC’s current possession and related to the Property,as set out in Schedule C,and shall include,but shall not be limited to: (A)executed copies of any assignable service contracts,operating agreements and management agreements; (B)copies of assignable guarantees and warranties of materials,workmanship, labour and materials relating to the Property that are still in effect; (C)copies of the Environmental Reports,heritage reports,archaeological reports or any other report relating to the physical,geotechnical or environmental condition of the Property; (D)a copy of the Lease; (E)copies of all Permitted Encumbrances which are not registered against title to the Property;and (F)any plan of survey of the boundaries of the Property. (ppp)“Provincial Successor”has the meaning ascribed to such term in the Seaton CSA. (qqq)“Purchase Price”means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property,exclusive of HST and subject to the Adj ustrnents. (rrr)“Purchaser’s Reports”has the meaning ascribed to it in Section 5.06. (sss)“Region”means the Regional Municipality of Durham. (ttt)“Regional Infrastructure”has the meaning ascribed to it in the Seaton CSA. (uuu)“Requisition Date”has the meaning ascribed to it in Section 14.01. (vvv)“Sale Approval”means the necessary internal governmental approvals required for the Transaction including,but not limited to, the approval of the Lieutenant Govemor-in Council pursuant to Section 9 of the Ministry of Infrastructure Act,2011 S.O.2011,C.9, Sched.27. (www)“Sale Approval Date”means the date that the Sale Approval was granted. - 36 - -7- (xxx)Seaton Community”means the developable land as determined by the Central Pickering Development Plan,as may be further refined,and as determined by the Seaton CSA. (yyy)“Seaton CSA”means the Amended and Restated Cost Sharing Agreement dated November 26,2015 between the Vendor and other owners of development land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (zzz)“Seaton-Durham CSA”means an agreement dated November 26,2015 between the Vendor,the Private Landowners and the Durham Owners to provide for the recovery of certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. (aaaa)Seaton Trustee”means the trustee as provided for in the Seaton CSA,as it is from time to time.As of the Execution Date, the Seaton Trustee is North Pickering Community Management Inc. (bbbb)Servicing Costs”has the meaning ascribed to it in Section 16.07. (cccc)“Subsequent Phase”means development of land in the Seaton Community,the development of which is not covered by the Phase 1 RFEA,and for which no allocation of sewer or water capacity has currently be granted by any Authority. (dddd)“SWP Lands”means part of those lands described in Schedule A-i,and shown shaded in and referenced as “Storrnwater Pond”on the sketch plan attached hereto as Schedule A-2.(NTD —to be updated upon receipt of final mappingi (eeee)“Table Lands”means part of those lands described in Schedule A-i,and shown shaded in on the sketch plan attached hereto as Schedule A-2,excluding,for greater certainty, the SWP Lands. [NTD —to be updated upon receipt of final mappingi (ffff)“Transaction”means,collectively,the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. (gggg)“Vendor”means Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services and includes, for the purpose of any exculpatory clause and indemnity included in this Agreement in favour of the Vendor,OILC,any ministries,agencies,representatives,servants,employees,agents,invitees,officers, directors,contractors and licensees of Her Majesty the Queen in right of Ontario and OILC, and their brokers, service provider(s)and any other entity over whom the Vendor or OILC may reasonably be expected to exercise control. SECTION 2 AGREEMENT OF PURCHASE AND SALE 2.01 The Vendor agrees to sell,transfer and assign to the Purchaser all of the right,title and interest of the Vendor in the Property and the Purchaser agrees to purchase,acquire and assume the Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property,exclusive of HST and subject to the Adjustments on the Closing Date. - 37 - -8- 2.02 The Purchase Price shall be calculated by multiplying the area of the Lands in acres by a per acre price of: (a)SEVENTY-NINE THOUSAND DOLLARS ($79,000.00)per acre with respect to the SWP Lands;plus (b)ONE HUNDRED AND FIFTY-EIGHT THOUSAND DOLLARS ($158,000.00)per acre with respect to the Table Lands. It is estimated that the area of the Table Lands is approximately 7.11 acres more or less and the area of the SWP Lands is approximately 5.59 acres,which would result in a Purchase Price of ONE MILLION FIVE HUNDRED AND SIXTY-FOUR THOUSAND NINE HUNDRED AND NINETY DOLLARS ($1,564,990.00).Prior to Closing the area of the Lands shall be conclusively determined by the reference plan to be prepared in accordance with Section 13.01 hereof. 2.03 The Purchaser shall NOT be entitled to direct title of the Property to any other person or entity at Closing. SECTION 3 DEPOSIT I PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor’s solicitor in trust,by certified cheque or wire transfer: (a)Upon the submission of this offer to purchase,the amount of $78,249.50,being equal to five percent (5%)of the estimated Purchase Price,as estimated at Section 2.02 hereof,as a deposit to be credited towards the Purchase Price on the Closing Date;and (b)Within two Business Days of the Execution Date a further amount of $78,249.50,being equal to five percent (5%)of the estimated Purchase Price,as estimated at Section 2.02 hereof,as a further deposit to be credited towards the Purchase Price on the Closing Date (collectively,the “Deposit”). 3.02 The parties authorize OILC to invest the Deposit with a Canadian bank as identified in Schedule I of the BankAct,R.S.,1991,c.B.46 (Canada)in a term or certificate of deposit (such investment to be available to OILC through its trust account bank and which investment allows liquidation of the investment as necessary for the anticipated Closing Date or earlier termination of this Agreement as herein provided)if OILC determines,acting reasonably,that anticipated interest to be earned will justify any related expenses,considering the rate of interest to be earned and the anticipated time the Deposit will be held before Closing.Any and all interest earned thereon shall accrue to the benefit of and,subject to Sections 3.03 and 5.03,be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. 3.03 In the event that this Agreement is terminated due to a specific default by the Purchaser,then the Deposit,together with all interest accrued thereon,shall be forfeited to the Vendor as liquidated damages. 3.04 If the Transaction is completed,the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct forthwith following Closing. - 38 - -9- 3.05 On Closing the Purchase Price shall be paid and satisfied as follows: (a)by release of the Deposit to the Vendor;and (b)the balance of the Purchase Price,as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to OILC in trust by way of wire transfer,such payment being deemed to have been made when OILC’s financial institution confirms receipt of such wire transfer. 3.06 In addition to the Purchase Price,at Closing the Purchaser shall pay,or cause to be paid,all Development Agreement Payments to the Vendor,to the applicable Authority,or to the applicable trustee under a Development Agreement,as applicable. 3.07 The Purchaser acknowledges that at Closing it will be required to provide,or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.08 The Transaction shall be completed on the Closing Date at the offices of the Vendor’s solicitors. SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax (“HST”)payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act,R.S.C.1985.c.E.15 (Canada)(the Act”).Subject to Section 4.02,the Purchaser agrees to pay to the Vendor,on the Closing Date,as a condition of completion of this Transaction by wire transfer,certified cheque or bank draft,all HST payable as a result of this Transaction in accordance with the Act. 4.02 Notwithstanding Section 4.01 above,the Vendor shall not collect HST from the Purchaser in this Transaction if,on Closing,the Purchaser is registered under the Act and in that event,the Purchaser shall: (a)file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act;and (b)provide to the Vendor,on the Closing Date,a certificate confirming that the Purchaser is registered under the Act for the purposes of collecting and remitting HST,and confinriing its HST registration number under the Act,together with an indemnity in favour of the Vendor for any and all HST,fines,penalties,actions,costs,losses,claims,damages or expenses and/or interest which may become payable by,or assessed against,the Vendor as a result of the Vendor’s failure to collect HST from the Purchaser on the Closing Date, such certificate and indemnity to be in a form satisfactory to the Vendor’s solicitor,acting reasonably, failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. 4.03 The Purchaser’s obligations under this Section 4 shall survive and not merge on Closing. - 39 - -10- SECTION 5 “AS IS WHERE IS”, PURCHASER’S INSPECTION PERIOD,AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a)in entering into this Agreement,the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property, including,without limitation,the physical and environmental condition of the Property and a review of any documentation respecting the Property,and the Purchaser acknowledges it is not relying on any information furnished by the Vendor or any other person on behalf of,or at the direction of,the Vendor in connection therewith; (b)the Purchaser is purchasing and shall accept,assume and take title to the Property and any improvements thereon in an “As Is,Where Is”condition.The term “As Is,Where Is” means in its condition or state on the Offer Date,without any agreement,representation or warranty of any kind whatsoever,either express or implied on the part of the Vendor,as to the condition of the soil,the subsoil,the ground and surface water or any other environmental matters,the condition of the Lands,suitability for development,physical characteristics,profitability,the condition of the Buildings,or any other matter respecting the Property whatsoever,including without limitation,compliance with Environmental Law,the existence of any Hazardous Substance or Contaminant,the use to which the Property may be put and its zoning,the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser’s intended development of the Property,or as to the accuracy,currency or completeness of any information or documentation supplied to the Purchaser in connection with the Property;and (c)the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing,the Purchaser accepts,assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not make and is not authorized by the Vendor to make,prior to completion of this Transaction,any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property,including without limitation changes or variances to official plans andlor zoning by-laws applicable to the Property. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period,the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil,the subsoil,the ground and surface water or any other environmental matter relating to the Property,including,without limitation,compliance with Environmental Law,the existence of any Hazardous Substance or Contaminant. If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on,in,at,under,emanating from or onto the Property that would be in excess of the guidelines for any of the permitted uses under the current zoning by-law affecting the Property,the risk or presence of which the Purchaser is not prepared to assume,then the Purchaser shall,by written notice,provide such evidence to the Vendor within the Inspection Period by way of a report of a recognized and qualified environmental consultant who shall specify - 40 - -11- in detail the nature of the non-compliance,Hazardous Substance or Contaminant and quantify the remediation cost (collectively,an “Environmental Objection”).Upon receipt of an Environmental Objection,the Vendor may,at its option and in its sole discretion: (a)undertake,as the Purchaser’s sole and exclusive remedy,to take such actions, complete such work and/or implement such measures,in the Vendor’s sole discretion as to means and methods,as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after the Closing Date if compliance prior to Closing is not,in the Vendor’s opinion, reasonably possible; (b)credit the Purchaser,as the Purchaser’s sole and exclusive remedy,the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price,in which event the Purchaser shall,on Closing,expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims,demands,costs,damages,expenses and liabilities whatsoever arising from the Purchaser’s failure to remediate the Hazardous Substance,Contaminant and1or matter of non-compliance; (c)terminate this Agreement in which event the Deposit shall,subject to Section 5.03, be returned to the Purchaser with accrued interest,and without further liability to the Vendor;or (d)refuse to do either (a),(b),or (c)above in which event the Purchaser shall have the option of either:(i)completing the Transaction without adjustment to the Purchase Price;or (ii)terminating this Agreement in which event the Deposit shall,subject to Section 5.03,be returned to the Purchaser with accrued interest,and without further liability to the Vendor. The Vendor shall have ten (10)Business Days from receipt of the Environmental Objection to make its election under (a),(b),(c)or (d)above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said ten (10)Business Day period,the Vendor will be deemed to have elected option (d)above.The Purchaser shall have ten (10)days from the date of the Vendor’s election or deemed election under (d)above to elect,by notice in writing to the Vendor,to terminate or complete as per paragraph (d)above and in the event the Purchaser fails to make an election within said ten (10)day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. 5.03 During the Inspection Period,the Vendor will permit the Purchaser together with its employees, agents or consultants access to the Property,at reasonable times and upon a minimum of two (2) Business Days’prior written notice to the Vendor,to carry out,at the Purchaser’s sole expense and risk,such investigations,tests and inspections as the Purchaser deems necessary,provided that the Purchaser takes all reasonable care in the conduct of such investigations,tests and inspections.All tests,investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property.The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations,tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the - 41 - -12 - same condition it was in prior to such investigations,tests and inspections.The Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims,demands,costs,damages,expenses and liabilities whatsoever arising from the Purchaser’s andlor its agents’or consultants’presence on the Property or the Purchaser’s and/or its agents’or consultants’activities on or in connection with the Property.The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses,costs,claims, third party actions,damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03.The obligations in this Section 5.03 shall survive tennination of this Agreement for a period of two (2)years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser,within five (5)days of the Execution Date,the Property Documents listed in Schedule C.The Purchaser acknowledges and agrees that:(i)the Property Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations or warranties whatsoever with respect to the content, completeness or accuracy of the Property Documents,or the environmental or any other condition of the Property;(ii)the Vendor shall not be liable to the Purchaser,its agents,employees or lending institution in any way for any error,omission or inaccuracy contained in any Property Document; and (iii)as of the Closing Date,the Purchaser shall become solely liable for all conditions and Hazardous Substances and/or Contaminants existing at the Property,whether known or unknown by the Purchaser,and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property. 5.06 The Purchaser covenants and agrees that the Property Documents provided by the Vendor and any and all third party reports,findings,recommendations,opinions and information resulting from the Purchaser’s due diligence (“Purchaser’s Reports”)and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23.If this Agreement is terminated for any reason,the Purchaser will promptly return to the Vendor all Purchaser’s Reports and Property Documents without keeping copies.The Purchaser shall deliver to the Vendor forthwith following receipt,copies of any and all Purchaser’s Reports the Purchaser commissions or obtains during the course of its investigations. 5.07 In the absence of the Purchaser delivering:(i)an Environmental Objection;and (ii)a notice to terminate the Agreement under Section 5.02(d),the Purchaser shall be conclusively deemed to accept the Property in its As Is,Where Is condition,having waived all requisitions concerning any matters relating to the Property,save for any valid requisition on title made prior to the expiry of the Requisition Date,and the Purchaser shall accept full responsibility for all conditions related to the Property,and the Purchaser shall comply,at its sole cost,with all orders relating to the condition of the Property issued by any competent government Authority,court or administrative tribunal, including any order issued against the Vendor including without limitation,any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 5.08 As an inducement to,and as further consideration for,the Vendor agreeing to sell the Property to the Purchaser upon the tenns and conditions set forth in this Agreement,the Purchaser covenants and agrees that,effective as of the Closing Date,the Purchaser shall forever release and covenant not to sue the Vendor and its affiliates,subsidiaries,related legal entities,employees,directors, officers,appointees and agents with respect to anything arising out of the environmental or any other condition of the Property or the presence of Hazardous Substances or Contaminants in,on, under,or emanating from or onto the Property,regardless of whether such environmental - 42 - -13 - conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents,the Purchaser’s Reports or any other report,document or information discovered during the course of the Purchaser’s due diligence or otherwise.The foregoing release and covenant not to sue shall apply to all claims at law or in equity,including,but not limited to,claims or causes of action for personal injury or death,property damage,statutory claims under Environmental Laws and claims for contribution. 5.09 From and after the Closing Date,the Purchaser shall be responsible for,and hereby agrees to indemnify,defend and save harmless the Vendor and its employees,directors, officers,appointees and agents from,any and all costs (including legal,consultant and witness costs and fees),claims, demands,actions,prosecutions,administrative hearings,fines, losses,damages,penalties, judgments,awards (including awards of costs)and liabilities (including sums paid in settlement of claims),that may arise as a result of the condition of the Property,the presence of Hazardous Substances or Contaminants in,on or under the Lands,the Buildings or any structure or paved surface,or in any environmental medium (including,but not limited to,the soil,groundwater,or soil vapour on or under,or emanating from the Property),any order issued by any Authority in connection with the condition of the Property,or any loss,damage,or injury caused either directly or indirectly as a result of the condition of the Property including,without limitation,non compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing,this indemnification shall specifically cover costs incurred,from and after the Closing Date,in connection with any claim for personal injury and/or death,property damage,investigation of site conditions and/or any clean-up,remedial,removal, monitoring or restoration work required by any federal,provincial,or local government agency or political subdivision because of the presence of Hazardous Substances,in,on or under the Lands, the Buildings or any environmental medium,structure or paved surface or emanating therefrom. 5.10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests,including,but not limited to,an agreement whereby the Purchaser shall reaffirm the release,covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as schedule F.Notwithstanding the foregoing,the release,covenant not to sue and indemnifications set forth in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser,and Purchaser shall be bound by them,regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein,this Section 5 shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION 6 CLOSING CONDITIONS 6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a)the Vendor shall have obtained the Sale Approval pursuant to Section 7 of this Agreement; - 43 - -14 - (b)all of the terms,covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (c)the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (d)the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements,including all required Assignment and Assumption Agreements;and (e)all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in part by the Vendor,or by its solicitors on its behalf,in the sole and absolute discretion of the Vendor by written notice to the Purchaser.The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. 6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period,if any,and the Vendor fails to notify the Purchaser or the Purchaser’s solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed,if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction,such condition shall be deemed to have been satisfied),at the Vendor’s sole option,this Agreement shall be null and void,notwithstanding any intermediate act or negotiations,and (i)in the event the Agreement is terminated as a result of the non-fulfilment of the condition set forth in Section 6.0 1(a),neither the Vendor nor the Purchaser shall,subject to Section 5.03,be liable to the other for any loss,costs or damages,and the Deposit shall,subject to Section 5.03,be returned to the Purchaser with interest and without deduction,and (ii)in the event the Agreement is terminated as a result of the non-fulfilment of any of the conditions set forth in Section 6.01(b),6.01(c)or 6.01(d), the Deposit shall be forfeited to the Vendor as liquidated damages and without derogating from any claims or causes of action the Vendor may have pursuant to this Agreement and at law against the Purchaser arising from the Purchaser’s default therein. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of the following conditions on or before the expiration of the Inspection Period: (a)the City has obtained the City Sale Approval,which approval may be provided in the sole and unfettered discretion of the City and which the Vendor acknowledges may be arbitrarily and unreasonably withheld. 6.05 The condition set forth in Section 6.04 is for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser,or by its solicitors on its behalf,in the sole and absolute discretion of the Purchaser by written notice to the Vendor.The condition is a condition precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 If the condition set forth in Section 6.04 is not fulfilled within the applicable time period and/or the Purchaser fails to notify the Vendor or the Vendor’s solicitors that such condition has been waived, this Agreement shall be null and void,and the Deposit shall,subject to Section 5.03,be returned to the Purchaser with interest and without deduction. - 44 - -15 - SECTION 7 SALE APPROVAL 7.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition:within ninety (90)days from the Offer Date,the Vendor shall have obtained the Sale Approval,which approval the Purchaser acknowledges may be arbitrarily and unreasonably withheld.The Vendor shall notify the Purchaser if and when such approval is obtained,and the date of such notification if obtained shall be the date of commencement of the Inspection Period. 7.02 The Purchaser agrees that should the Vendor be unable to satisfy the condition set out in Section 7.01 within the said ninety (90)day period,then the Vendor may,at its option and in its sole discretion,extend this time period for an additional sixty (60)days by notice in writing to the Purchaser within the initial ninety (90)day period. 7.03 The Purchaser acknowledges that any Sale Approval that the Vendor obtains with respect to the Property may be subject to the limitations stated therein,including but not limited to a limitation that such approval shall be valid for a specified period of time from the date of such Sale Approval (the “Approval Term).in which event such Sale Approval shall cease to be valid on the date upon which the Approval Term concludes (the “Expiry Date”),or on such date that such other limitation(s),if any,is/are not met and satisfied.In the event that the Vendor shall have obtained a Sale Approval for the Property in satisfaction of the condition set out in Section 7.01,and in the event that the completion of the Transaction has not occurred on or before the Expiry Date set out in such Sale Approval or such date that such other limitation(s),if any,is/are not met and satisfied, notwithstanding any waiver of the condition set out in Section 7.01,this Agreement shall then be null and void,the Deposit and any interest accrued thereon shall,subject to Section 5.03,be returned to the Purchaser and neither the Vendor nor the Purchaser shall,subject to Section 5.03, be liable to the other for any loss, costs or damages. SECTIONS CLASS EA REQUIREMENTS I ABORIGINAL CLAIMS 8.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition on or before the Closing Date:the Vendor shall have completed the Class EA for the Property and the Transaction (collectively,the “Class EA Requirements”).For purposes of this condition,the Class EA Requirements shall,without limitation,include and be deemed to include the following specific requirements: (a)the requirements of the Environmental AssessmentAct,R.S.O.1990, c.E.18,as approved, amended,or renewed from time to time,as they apply to the Property and the Transaction (the “Environmental Requirements”)and (b)the requirements of the Standards &Guidelines for Conservation of Provincial Heritage Properties issued by the Ministry of Tourism,Culture and Sport pursuant to Section 25.2 of the Ontario Heritage Act,R.S.O.1990,c.O.18,as approved,amended,or renewed from time to time,as they apply to the Property and the Transaction (the “Heritage Requirements”). - 45 - -16 - 8.02 Notwithstanding any other provision of this Agreement,the completion of the Transaction is subject to continuing compliance to the Closing Date with all Class EA Requirements.In the event that prior to the Closing Date: (a)any governing Authority makes or issues,or the Vendor receives any notice or communication from any governing Authority that it is considering whether to make or issue,any order or directive pursuant to the Class EA Requirements that necessitates that the Vendor,in addition to the actions and measures taken aforesaid,take other or different actions or measures to comply with the Class EA Requirements (including,without limitation,an order or directive requiring the Vendor to comply with Part II of the Environmental Assessment Act); (b)a written request has been made to the Minister of the Environment,of which the Vendor has notice,that other or different measures be taken to comply with the Class EA Requirements; then the Vendor may,at its option and in its sole discretion,extend the Closing Date for at least an additional thirty (30) days (the “Initial Class EA Extension Period”)by notice in writing to the Purchaser during which time the Vendor shall: (c)use reasonable efforts to determine whether the request in subsection (b)above has been satisfied or has been refused;and (d)at its option and in its sole discretion,either: (i)comply with such order or directive (as the same may be modified or withdrawn) at its own expense,in which event the Vendor may extend the Closing Date up to (but no more than) three times,for a further period of thirty (30)days each (for a maximum of ninety (90)days in the aggregate)(collectively,the “Further Class EA Extension Period”):or (ii)within the Initial Class EA Extension Period or at any time within the Further Class EA Extension Period,terminate this Agreement by written notice to the Purchaser, in which case this Agreement shall be null and void and of no further force and effect and the Deposit and any interest accrued thereon shall,subject to Section 5.03,be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. 8.03 Notwithstanding any other provision of this Agreement,if at any time prior to the Closing Date the Vendor receives notification or otherwise becomes aware of any claim or potential claim whatsoever for an interest in respect of the Property,by any First Nation or other aboriginal group or individual,in relation to any constitutional right,treaty right,land claim,surrender agreement or consultation right,including,without limitation,an interest in the title to the Property,a right to the use of the whole or any part of the Property,a restriction on the use of the Property or any part thereof for any purpose,a restriction on access to the Property or any part thereof a claim for compensation,arising out of any interest or claimed interest in the Property or a right of consultation in relation to the Property,then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date for at least an additional thirty (30)days (the “Initial Extension Period”)by notice in writing to Purchaser during which time the Vendor shall: - 46 - -17- (a)determine in its sole and unfettered discretion if such claim,potential claim or interest is capable of being satisfied or whether appropriate releases can be obtained from all interested parties to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date free and clear of any such claim,potential claim or interest; (b)enter into arrangements which enable the Vendor to complete the sale of the Property in accordance with Section 8.03(a),for which purpose it may extend the Closing Date up to (but no more than)three times,for a further thirty (30)days each (for a maximum of ninety (90) days in the aggregate)(collectively,the “Further Extension Period”);or (c)within the Initial Extension Period or at any time within the Further Extension Period,have the right to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. 8.04 If at any time prior to Closing,the Vendor receives notification or otherwise becomes aware of any requirements imposed by an Authority,including without limitation any additional Heritage Requirements,not otherwise contemplated in this Section 8 and with which the Vendor must comply as a condition of completing the Transaction,then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date up to three (3)times for a period of thirty (30)days each time (maximum ninety (90)days)by notice in writing to Purchaser during which time the Vendor shall: (a)determine in its sole and unfettered discretion if such requirement can be satisfied so as to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date;or (b)have the right,with or without a determination pursuant to subsection (a)above,to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and the Deposit plus any interest accrued thereon shall,subject to Section 5.03,be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchasers obligations pursuant to Section 5.03 of this Agreement. SECTION 9 RISK 9.01 Until completion of this Agreement on the Closing Date,the Property shall be and remain at the risk of the Vendor,except as otherwise provided in Section 5.The Purchaser acknowledges that the Vendor,in respect of damage to the Property,is self-insured.In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchaser’s and/or its agents,consultants or representatives entries and/or activities on or to the Property,in which event Section 5.03 shall govern)(the “Pre-Closing Damage”),the Vendor may elect (i)to forthwith repair the Property to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price;or (ii)to reduce the Purchase Price by an amount equal to the cost required to complete the repair as estimated by an independent qualified architect or engineer jointly retained by the Vendor and the Purchaser,acting reasonably and at arm’s length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost,or (iii)to terminate this Agreement in which case the Deposit shall,subject to Section 5.03,be immediately - 47 - -18- returned to the Purchaser,with interest and without deduction,and neither party shall,subject to Section 5.03,have any further rights or obligations hereunder. 9.02 From and including the Closing Date,the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before,on or after the Closing Date and, without being limited by the foregoing,any state,nature,quality or condition in,on,under or near the Property existing as of the Closing Date,whenever and however arising,whether known or unknown and whether environmental or otherwise,and whether such responsibilities and liabilities are imposed by law,equity or any governing Authority. SECTION 10 VENDOR’S WARRANTIES,REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act,R.S.C. 1985,c.l (5Eh Supp.). 10.02 Any information provided by the Vendor or its agents,including the Property Documents,and any comments made by the Vendor,its employees,officers,directors,appointees,agents or consultants are for the assistance of the Purchaser in allowing it to make its own inquiries.The Vendor makes no representations or warranties as to,and takes no responsibility for,the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. SECTION 11 PURCHASER’S WARRANTIES,REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or OILC or with any of their respective directors,officers,appointees, employees or agents.The Purchaser agrees to provide a Statutory Declaration in the form attached hereto as Schedule D at the time of execution by the Purchaser of this Agreement.The Purchaser acknowledges that in the event that the information upon which the Statutory Declaration was provided has changed,the Purchaser shall inform the Vendor of such change up to and including the Closing Date. 11.02 The Purchaser represents and warrants to the Vendor that the execution,delivery and performance by the Purchaser of this Agreement,and each agreement to be executed and delivered pursuant hereto at Closing,to which the Purchaser is a party are within the Purchasers legal power and jurisdiction and,subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04,will have been duly authorized and approved by all necessary action on the part of the Purchaser. 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been,and,subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04,each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser,and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing,when so executed and delivered will constitute,the legal,valid and binding obligation of the Purchaser,enforceable against the Purchaser in accordance with their respective tenns. - 48 - -19 - 11.04 The Vendor shall deliver and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition,subject to:(i)the Lease(s);(ii)the Development Agreements; and (iii)the Permitted Encumbrances. 11.05 As of the Closing Date,the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. 11.06 Without limiting the generality of the foregoing,the Purchaser shall comply with the terms of the Permitted Encumbrances,any agreement entered into by the Vendor with any Authority relating to the Property,all other agreements relating to public utilities and municipal services,the Land Use Regulations,all relevant municipal by-laws and all registered restrictions.The Purchaser further agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date. SECTION 12 SEVERANCE 12.01 The Purchaser acknowledges that the Vendor will invoke “Crown Right”to sever property (i.e.the ability of the Crown to divide land referenced under the subdivision control provisions of the Planning Act)in connection with the Transaction. SECTION 13 REFERENCE PLAN(S) 13.01 The parties acknowledge that the Property may not be conveyed until such time as a reference plan(s)has been deposited with the Durham Land Registry Office.The Vendor agrees to prepare and deposit in the Durham Land Registry Office,a reference plan(s)of survey of the Lands. The Purchaser shall provide the Vendor with a draft reference plan for review prior to the deposit of such reference plan.The Purchaser shall pay,as an adjustment on Closing,the cost of preparing the above described reference plan(s)up to a maximum of $5,000.00.The Purchaser acknowledges that the southern boundary of the Lands that abut the 407 ETR corridor shall be established using the most current reference plans deposited by the Ministry of Transportation.The area of the Lands shall be conclusively determined by the above described reference plan. SECTION 14 TITLE 14.01 The Purchaser shall have until the day which is twenty (20)Business Days before the Closing Date (the “Requisition Date”)to investigate title to the Property at the Purchaser’s expense.The Purchaser agrees not to call for the production of any title deed,abstract,survey or other evidence of title to the Lands except such as are in the possession of OILC or the Vendor. 14.02 On the Closing Date,the Purchaser shall accept title to the Property in an As Is Where Is condition subject to the following: (a)the Land Use Regulations; (b)the Development Agreements and notices thereof; - 49 - -20 - (c)the Lease(s); (d)all Community Use Land obligation pursuant to the Seaton CSA; and (e)the Permitted Encumbrances. The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements,restrictions or covenants,encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If,prior to the expiry of the Requisition Date,the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove,remedy and satisfy and which the Purchaser will not waive,this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection,the Deposit shall,subject to Section 5.03,be returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such termination or otherwise out of this Agreement. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement,or any assignment of this Agreement,or any part of either,or register a caution in relation thereto,without,in each instance,obtaining the prior written consent of the Vendor,which consent may be arbitrarily and unreasonably withheld. 15.02 If the Vendor consents to an assignment of this Agreement to a third party (the “Assignee”),the Purchaser shall cause the Assignee and the Purchaser,to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perfonn their respective obligations of this Agreement.The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee,such Assignee shall provide a similar representation,warranty and Statutory Declaration as required of the Purchaser in Section 11.01 SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall,as part of its acquisition of the Property,assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements,and it covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such Development Agreement,whether such security is to be lodged with an Authority or otherwise,upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally with the other Private Landowners,except as explicitly provided in the Development Agreements. - 50 - -21 - 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA.The Purchaser agrees that at Closing, and as a condition of Closing,that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase 1 RFEA in respect of the Lands.The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community,whether or not the Lands are within the Phase 1 Lands,and shall take into account indexing as provided for in the Phase 1 RFEA.The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the “DC Credit Recovery Payment”. 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City.The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA,and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore,the Purchaser acknowledges that the infrastructure projects to be funded pursuant to the Pickering FIA are Cost Shared Services under the Seaton CSA,and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 16.05 The Purchaser acknowledges that the Lands include Phase 1 RFEA Lands and,therefore,prior to the issuance of a building permit with respect to the development of such lands,unless otherwise provided for in a front ending agreement relating to Subsequent Phase development,the Purchaser will have to pay,in addition to any Attribution Development Charges payable with respect to the development of the Lands,the Attribution Prepayment applicable to the Property.The Phase 1 RFEA provides that Development Charge Credits earned by virtue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building permits for lands that are Phase I RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA).Furthermore,by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a payment to the Seaton Trustee in an amount to be determined by the Seaton Trustee pursuant to the terms of the Seaton CSA,which will bring the Purchaser into a position in which the Purchaser will have funded the costs of Regional Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private Landowners within the Seaton Community,this payment to be referred to herein as the “Private Landowner Equivalency Payment”. 16.07 The Purchaser acknowledges and agrees that at Closing,it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee,unless otherwise provided for herein,whether on a Developable Area Share or Drainage Area share or otherwise as applicable (referred to herein as Servicing Costs”). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the - 51 - -77 - terms of the Seaton CSA.The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee,and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. 16.09 The Seaton-Durharn CSA provides for the recovery of certain costs of the construction of Regional Infrastructure that relate to the over-sizing of such services for which Development Charge Credits are not available.The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. SECTION 17 PREPARATION OF TRANSFERJDEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor,except for the Affidavit of Residence and Value of the Consideration (“Land Transfer Tax Affidavit”),which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs.The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors.Money must be tendered in Canadian funds by electronic wire,bank draft or negotiable cheque certified by a Canadian chartered bank, trust company,or credit union.The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned,the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the tendering party’s solicitor without the cooperation or participation of the other party’s solicitor, and specifically when the tendering party’s solicitor has electronically signed”the Transfer/Deed of Land and any other closing document,if any,to be electronically registered for completeness and granted access to the other party’s solicitors to same,but without the necessity for the tendering partys solicitor actually releasing such documents to the other partys solicitor for registration. SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates,utility costs,rents,legal costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario.Such Adjustments shall be made on the basis that,except as may be otherwise expressly provided for in this Agreement: - 52 - -23 - (a)the Vendor shall be responsible for all expenses and liabilities and entitled to all income from the Property up to the Closing Date;and (b)the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the Closing Date. 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonably possible.Any amounts payable by one party to the other,as determined by the parties,acting reasonably,shall be paid within thirty (30)days of the request for such payment.On the Closing Date,the Vendor and the Purchaser shall exchange undertakings to re-adjust the foregoing items,if necessary. 19.03 All Adjustments to be made under Section 19.01 shall be completed on or before the date which is no later than six (6)months from the Closing Date and no re-adjustment may be made by either party thereafter. SECTION 20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration ReJrm Act,R.S.O.1990,c.L.4,and the Electronic Registration Act, S.O.1991,c.44,and any amendments thereto,the Vendor and Purchaser acknowledge and agree that the exchange of closing funds,non registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a)not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction);and (b)be subject to conditions whereby the lawyer(s)receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers,the form of which is as recommended from time to time by the Law Society of Upper Canada (the “Document Registration Agreement”). SECTION 21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement,the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser’s solicitors on or before the Closing Date,each of the following: (a)possession of the Property in an As Is Where Is condition,subject to the Leases,and subject to the rights of others as set out in the Permitted Encumbrances; (b)an assignment of the Lease,whether complete or partial,the Development Agreements and Permitted Encumbrances,as applicable; (c)notice to the tenant pursuant to the Lease informing it of the sale of the Lands and directing it to make future rent payments to the Purchaser; - 53 - -24 (d)an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax Affidavit); (e)an undertaking to re-adjust the statement of Adjustments,if necessary,upon written demand; (f)a direction regarding the payment of funds; (g)statement of Adjustments; (h)Document Registration Agreement as set out in Schedule E;and (i)such other deeds,conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement,the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor’s Solicitors on or before the Closing Date: (a)confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b)confirmation of wire transfer for any Development Agreement Payment payable to the Vendor,including the DC Credit Recovery Payment,the Private Landowner Equivalency Payment,and Servicing Costs; (c)a certified cheque,bank drafi or confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; (d)confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement,if applicable (e)an undertaking to re-adjust the statement of Adjustments,if necessary,upon written demand; (f)HST Declaration and Indemnity,as contemplated in Section 4,if applicable; (g)an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the Execution Date pursuant to Section 11.01; (h)an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the date of execution of this Agreement pursuant to Section 11.01; (i)Document Registration Agreement in the form attached as Schedule E; (j)an Assignment and Assumption Agreement for the Leases; - 54 - -25 - (k)an Assignment and Assumption Agreement for each of the Development Agreements,in substantially the same forms as were delivered as part of the closing of the Prior Purchased Lands; (1)a Participation Agreement in form attached hereto as schedule G; (m)an Assumption Agreement for the Permitted Encumbrances,as applicable; (n)the Purchaser’s Closing Agreement in the form attached hereto as schedule F; (o)such other deeds,conveyances,resolutions and other documents as the Vendor or its solicitors may reasonably require in order to implement the intent of this Agreement. SECTION 22 NOTICE 22.01 Any notice under this Agreement is sufficiently given if delivered personally or if sent by ordinary prepaid mail or prepaid courier or electronic facsimile machine (including e-mail)addressed to the Purchaser at: The Corporation of the City of Pickering One The Esplanade Pickering Ontario,L1V 6K7 Attention:Paul Bigioni,Director,Corporate Services and City Solicitor Telephone:(905)420-4660 ext.2048 Email:pbigioni(a)pickering.ca and to the Purchaser’s Solicitors at: Torys LLP 79 Wellington Street West Suite 3000 Box 270,TD Centre Toronto Ontario,M5K 1N2 Attention:Dan Ford /Andy Gibbons Telephone:(416)865-7372 /(416)865-8226 Email:dford(a)torvs.corn /agibbons(thtorvs.corn and to the Vendor at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 - 55 - -26 - Toronto,ON M5G 2L6 Attention:Vice President,Sales and Acquisitions Facsimile:416-327-3942 And: Attention:Director,Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto,ON M5G 2C8 Facsimile:416-326-2854 or at such other addresses as the Vendor and the Purchaser may designate from time to time.Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or email,or,if mailed,three (3)Business Days after the same is mailed.Any party may,at any time by notice given in writing to the other party,change the address for service of notice on it. SECTION 23 CONFIDENTIALITY 23.01 The Vendor and Purchaser agree to take all necessary precautions to maintain the confidentiality of the terms and conditions contained herein.The parties acknowledge that this Agreement and any information or documents that are provided hereunder may be released pursuant to the applicable provisions of the Freedom of In,förmation and Protection of Privacy Act,R.S.O.1990,c.F.3l,as amended and the Municipal Freedom of Information and Protection of Privacy Act,R.S.O.1990, c.M.56,as amended and Open Data may be released pursuant to the Open Data Directive.This acknowledgment shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. 23.02 The Purchaser agrees to ensure that the Purchaser,its officers,employees,agents and sub contractors shall,subject to Section 23.01,maintain the confidentiality and security of all materials and information which is the property of the Vendor and in the possession or under the control of the Purchaser pursuant to this Agreement.The Purchaser agrees to ensure that the Purchaser,its officers,employees,agents and sub-contractors shall not directly or indirectly disclose or use,either during or following the term of this Agreement,except where required by law,any material or information belonging to the Vendor pursuant to this Agreement,without first obtaining the prior written consent of the Vendor for such disclosure or use and in the event of termination of this Agreement,the Purchaser will be responsible for returning all such documentation and information to the Vendor without making copies. SECTION 24 GENERAL 24.01 Time shall in all respects be of the essence of this Agreement,provided that the time for doing or completing any matter provided for in this Agreement may be extended or abridged by an - 56 - -27 - agreement in writing,signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly authorized in this regard.If anything in this Agreement is to be done on a day which is not a Business Day,the same shall be done on the next succeeding Business Day. 24.02 This Agreement shall be binding upon,and enure to the benefit of,the Vendor and the Purchaser and their respective successors and permitted assigns.The Vendor and the Purchaser acknowledge and agree that the representations,covenants,agreements,rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction,but shall survive completion and remain in full force and effect and be binding upon the parties,save and except as may be otherwise expressly provided for in this Agreement. 24.03 Whenever the singular is used in this Agreement,it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.04 This Agreement constitutes the entire agreement between the parties and there is no representation, warranty,collateral agreement or condition affecting this Agreement or the Property,except as specifically set forth in this Agreement.This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. 24.05 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.06 Wherever this Agreement makes reference to a requirement for the consent or approval of the Vendor,such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. 24.07 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar)nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.08 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance,to any extent,shall be determined to be invalid or unenforceable,the remainder of this Agreement or the application of such provisions or part thereof to any person,party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby.Each covenant,obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.09 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder,execute and deliver,make or cause to be made all such further acts,deeds,assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION 25 IRREVOCABLE PERIOD 25.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor constitutes an offer under seal,which is irrevocable for twenty-five (25)days from the date it is submitted to the Vendor and open for acceptance by the Vendor during said twenty-five (25)day period.This - 57 - -28 - offer,once accepted on the Execution Date,constiwtes a binding contract of purchase and sale. This offer may be made and accepted by electronic transmission,including electronic signature provided that the original hard copy,with original signatures is received by both parties within five (5)days of the electronic acceptance.The Purchaser,in submitting this offer,acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor. [no further text on this page] - 58 - -29 - IN WITNESS WHEREOF the parties hereto have executed this Agreement as evidenced by their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this day of l4J44/r ,2019. THE CORPORATION OF THE CITY OF PICKERING By:_______ Name:- I itle:C kM1-a---- By: _____________________________ Name: Title: IIWe have authority to bind the Corporation ACCEPTED BY the Vendor this day of ,2019. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES as.represented by ONTARIO INFRASTRUCTURE AND LANDS CORPORATI N By: Tide: By: __________________________ Nne://7’4’ Title: Authorizing Signing Officer - 59 - SCHEDULE A-i DESCRIPTION OF LANDS PART LOT 24,CONCESSION 5 PICKERING (Areas to be determined upon completion of the reference plan prepared pursuant to Section 13.01,and in accordance with the mapping at Schedule A-2) 38997-2001 28256802.2 - 60 - SCHEDULE A-2 SKETCH OF LANDS Seaton Lands -Bundle B Transaction 3 A ê Mary olT,v.ooflAtio - 61 - SCHEDULE B PERMITTED ENCUMBRANCES (a)General Encumbrances: (i)the Leases and any notices of such lease registered on title to the Lands,including all easements,rights of way,restrictions,restrictive covenants,servitudes and other similar rights in land contained in the Lease,which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants’interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii)liens for real property taxes (which term includes charges,rates and assessments) or charges for electricity,power,gas,water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii)any easements,rights of way,restrictions,building schemes,licences,restrictive covenants and servitudes,rights of access or use,airport zoning regulations and other similar rights in land (including,without limitation,rights of way and servitudes for sewers,drains,gas and water mains,electrical power,telephone and cable conduits,poles,wires or cables)granted to,reserved or taken by any person which do not,in the aggregate,materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease,licence,franchise,grant,agreement or permit, subdivision, development,servicing,encroachment,site plan,parking or other similar agreement with any Authority or public or private utility; (iv)title defects or irregularities which do not,in the aggregate,materially and adversely impair the use of the Property for the purpose for which it is presently held; (v)any cost sharing, common use,reciprocal or other similar agreements relating to the use and/or operation of the Property and/or adjoining properties provided the same are complied with in all material respects and all security given by the parties thereto to each other to secure their respective obligations thereunder; (vi)any subsisting reservations,limitations,provisos,conditions or exceptions, including royalties,contained in the original grant of the Property from the Crown; (vii)any rights of expropriation,access or use,or any other right conferred or reserved by or in any statute of Canada or the Province of Ontario; (viii)the provisions of all applicable laws including by-laws,regulations,ordinances, land use contracts,development agreements and similar instruments relating (without limitation)to development,use and zoning; (ix)encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands encroaching on the Property which do not materially and adversely affect the present use of the Property; - 62 - (x)all registered and unregistered agreements, easements,rights,covenants and/or restrictions in favour of municipalities,publicly or privately regulated utilities or adjoining owners,or that otherwise run with the Lands; and (xi)any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. (b)Specific Encumbrances: (i)All instruments registered on title to the Property as of the Closing Date,including but not limited to: 1.Notice of the Phase I RFEA; 2.Notice of the Pickering FIA; 3.Notice of the Seaton CSA; 4.Notice of the Seaton-Durham CSA. - 63 - SCHEDULE C PROPERTY DOCUMENTS LNote:Vendor to provide within five (5)days of Execution Date in accordance with Section 5.05.] - 64 - SCHEDULE D STATUTORY DECLARATION Canada )IN THE MATTER OF THE TITLE TO <> ) Province of Ontario ) ) )AND IN THE MATTER OF A SALE THEREOF from HER )MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS )REPRESENTED BY THE MINISTER OF GOVERNMENT )AND CONSUMER SERVICES (the “Vendor”)to THE )CORPORATION OF THE CITY OF PICKERING (the )Purchaser”) TO WIT:) I, ______________________, of the _____________________,in the Province of Ontario, DO SOLEMNLY DECLARE,that: 1.I am the _________________________{title} of the Purchaser and as such have knowledge of the matters hereinafter declared. 2.The Purchaser and Ontario Infrastructure and Lands Corporation (“OILC”)are ann’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale,which would lead to the presumption that the parties are not arm’s length parties. 3.The Purchaser and the Vendor are arm’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale,which would lead to the presumption that the parties are not arm’s length parties. 4.Except as expressly set out in Schedule A to this Declaration: (a)to the best of the knowledge and belief of the undersigned,there are no outstanding legal disputes or actions between the Vendor and Purchaser; (b)the Purchaser is not in conflict with OILC with respect to the above transaction;and (c)the Purchaser is not in conflict with the Vendor with respect to the above transaction. AND I make this solemn Declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act. DECLARED by the above-named ) Declarant,before me at the of ) - 65 - _______________, this ) dayof ,201.) ) ) A Commissioner,etc.) - 66 - SCHEDULE E DOCUMENT REGISTRATION AGREEMENT DOCUMENT REGISTRATION AGREEMENT BETWEEN: (hereinafter referred to as the “Vendor’s Solicitor”) AND: (hereinafter referred to as the “Purchaser’s Solicitor”) RE:Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the “Vendor”)sale to <>(the “Purchaser”)of the property legally described as <>,City of<>, being the whole of PIN <>(LT)(the “Property”pursuant to an Agreement of Purchase and Sale between the Purchaser,as purchaser,and the Vendor,as vendor,dated <>and accepted <>(the “Purchase Agreement”),Scheduled to be completed on <>(the “Closing Date”) FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged),the parties hereto hereby undertake and agree as follows: Holding Deliveries I.The Vendor’s Solicitor and the Purchaser’s Solicitor shall hold all hinds,keys and closing In Escrow documentation exchanged between them (the “Requisite Deliveries”)in escrow,and shall not release or otherwise deal with same except in accordance with the terms of this Agreement.Both the Vendor’s Solicitor and the Purchaser’s Solicitor have been authorized by their respective clients to enter into this Agreement.Once the Requisite Deliveries can be released in accordance with the terms of this Agreement,any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lender.’ Advisin 2.Each of the parties hereto shall noti’the other as soon as reasonably possible following Concerns with their respective receipt of the Requisite Deliveries (as applicable)of any defect(s)with respect to same. Deliveries Selecting Solicitor 3.The Purchaser’s Solicitor shall be responsible for the registration of the Electronic for Documents (as hereinafter defined)unless the box set out below indicating that the Vendor’s Solicitor will be responsible for such registration has been checked.For the purposes of this Agreement,the solicitor responsible for such registration shall be referred to as the “Registering Solicitor”and the other solicitor shall be referred to as the “Non-Registering Solicitor”: Vendor’s Solicitor will be registering the Electronic Documents Solicitors should continue to refer to the Law Society of Upper Canada practice guidelines relating to recommended procedures to follow tbr the discharge of mortgages. - 67 - Responsibility of 4.The Non-Registering Solicitor shall,upon his/her receipt and approval of the RequisiteNon-Registering Deliveries (as applicable),electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of a)the registration of the Electronic Documents: b)the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows [_________ am/p.m.on the Closing Datel (the “Release Deadline”),and provided that notice under paragraph 7 below has not been received:or c)receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. If the Purchase Agreement does not spccil’a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m.on the Closing Date. Responsibility of 5.The Registering Solicitor shall,subject to paragraph 7 below,on the Closing Date.Registenng following his/her receipt and approval of the Requisite Deliveries (as applicable),register the documents listed in Schedule A annexed hereto (referred to in this agreement as the “Electronic Documents”)in the stated order of priority therein set out,as soon as reasonably possible once same have been released for registration by the Non-Registering Solicitor,and immediately thereafter notd’the Non-Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). Release of Requisite 6 Upon registration of the Electronic Documents and notification of the Non-Registering tlor solicitor in accordance with paragraph 5 above,the Non-Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. Returning 7.Any of the parties hereto may notii’the other party that he,she does not wish to proceed with the registration2 of the Electronic Documents,and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents,then each of the parties hereto shall forthwith retum to the other party their respective Requisite Deliveries. Counterparts 8.This agreement may be signed in counterparts,and shall be read with all changes of gender&Gender and/or number as may be required by the context. Purchase 9.Nothing contained in this agreement shall be read or construed as altering the respective rights and obligations of the Purchaser and the Vendor as more particularly set out in the Purchase Conflict or Agreement,and in the event of any conflict or inconsistency between the provisions of this Inconsistency agreement and the Purchase Agreement.then the latter shall prevail. Telefaxing 10.This agreement (or any counterpart hereof),and any of the closing documents hereinbefore ding contemplated,may be exchanged by telefax or similar system reproducing the original,provided that Oginals if all such documents have been properly executed by the appropriate parties.The party transmitting Requested any such document(s)shall also provide the original executed version(s)of same to the recipient within 2 business days after the Closing Date,unless the recipient has indicated that he/she does not require such original copies. 2 For the purpose of this Agreement,the term “registration”shall mean the issuance of registration number(s)in respect of the Electronic Documents by the appropriate Land Registiy Office. - 68 - Dated this ______ day of<>,201.Dated this day of <>,201 Name/Firm Name of Vendor’s Solicitor Name/Firm Name of Purchaser’s Solicitor <> (Signature)(Signature) Note:This version of the Document Registration Agreement was adopted by the Joint LSUC-CBA 0 C’oinmittee on Electronic Registration of Title Documents on March 29,2004 and posted to the web site on April 8,2004. Schedule “A” 1.Transfer from <>to <>. - 69 - SCHEDULE F CLOSING AGREEMENT TO:Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the Vendor”) AND TO:Ontario Infrastructure and Land Corporation (the “Vendor’s Agent”) RE:The Corporation of the City of Pickering (the “Purchaser’)purchase from the Vendor of the property legally described as Part XXX,Concession XXX,Geographic Township of Pickering,designated as Part XXX on Plan 40R-XXX,City of Pickering,Regional Municipality of Durham (the “Property’)pursuant to an Agreement of Purchase and Sale between the Purchaser and the Vendor dated XXX,as amended from time to time (the “Purchase Agreement”) In consideration of and notwithstanding the Closing of the Transaction and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged): 1.The Purchaser agrees to accept,assume and take title the Property and any improvements thereon in an “As Is Where Is”condition in accordance with Section 5.01 of the Purchase Agreement. 2.The Purchaser confirms that all provisions of the Purchase Agreement that by their express terms are to survive and not merge on Closing shall survive and not merge on Closing. 3.The Purchaser confirms that all representations and warranties made by the purchaser in the Purchase Agreement remain true and correct as if repeated here. 4.The Purchaser reaffirms all indemnities made by it in the Purchase Agreement. 5.The Purchaser reaffirms the release and covenant not to sue provided for in Section 5.08 and 5.10 of the Purchase Agreement. 6.This Agreement shall not merge on Closing but shall survive Closing. 7.Unless otherwise defined herein,all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 8.The Vendor and Vendor’s Agent may rely on a signed electronically transmitted copy of this Agreement which shall constitute and be treated for all purposes as signed original of this Agreement. - 70 - 9.This Agreement shall be binding upon the successors and permitted assigns of the Purchaser and shall enure to the benefit of the Vendor and its successors and assigns. DATED as of the XX day of XXX,2019. THE CORPORATION OF THE CITY OF PICKERING Per: _________________________________ Name: Title: Per: ___________________________________ Name: Title: I have authority to bind the Corporation. - 71 - SCHEDULE C PARTICIPATION AGREEMENT BET WEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES -and- THE CORPORATION OF THE CITY OF PICKERING RECITALS: A.Her Majesty the Queen in right of Ontario,as represented by the Minister of Government and Consumer Services (the “Province”)is the owner in fee simple of the land described in Appendix “A’to this Participation Agreement (the “Property”).Ontario Infrastructure and Lands Corporation confirms that it is the designated agent of the Province. B.The Corporation of the City of Pickering (the “Transferee”)is the proposed transferee of the Property as at the date hereof pursuant to an Agreement of Purchase and Sale between the Province and the Transferee,fully executed on <<Enter Date>>(the “Sale Agreement”). NOW THEREFORE in consideration of the mutual covenants hereinafter set forth,the transfer of the Property from the Province to the Transferee and other good and valuable consideration,the parties hereto agree as follows: 1.For the purposes of this Participation Agreement: “Base Amount”means [NTD —enter purchase price]in respect of the Property,and recalculated in accordance with paragraph 2 below in respect of any portion of the Property. “Business Day”means any day on which the Government of Ontario normally conducts business. “Closing Date’means the date upon which the Property is transferred by the Province to the Transferee pursuant to the Sale Agreement,being <<Enter Closing Date>>. “Profit”means the amount by which the Sale Price exceeds the Base Amount with respect to the Property or portion thereof Purpose”has the meaning ascribed thereto in paragraph 2 below. ‘Sale Price means the value in lawful money of Canada of all consideration and benefit paid or agreed to be paid for the Property or portion thereof,including all buildings and improvements,by a - 72 - purchaser dealing with the Transferee,including the value of all chattels situate thereon which are then owned by the Transferee and which are intended to pass on such sale transaction and the value of any encumbrances or mortgages assumed by such purchaser or taken back as part of the consideration for such sale transaction,less the aggregate of the following: (a)the cumulative total of any and all capital improvements to the Property or portion thereof less any amortization taken in respect thereof (as determined in accordance with generally accepted accounting principles and to account for the depreciation of the capital improvements and any diminution in value due to damage,faulty workmanship, construction defects or other causes) made by the Transferee after it acquired the Property or portion thereof; (b)any real estate commission payable by the Transferee in disposing of the Property or portion thereof to such a third-party purchaser in an amount not to exceed the then current industry practice;and (c)reasonable legal and accounting fees payable by the Transferee in disposing of the Property or portion thereof. “Term”means the period commencing on the date hereof and expiring on the date which is ten (10) years following the Closing Date hereof. “Transferee”has the meaning ascribed to such term in the Recitals hereto,and shall also include any successor in title to the Property during the Term. 2.It is the express intention of the Province and the Transferee that there shall be no speculation with respect to all or any portion of the Property.In the event of a sale or proposed sale of all or any portion of the Property by the Transferee or any affiliated company of the Transferee as that term is defined in the Business Corporations Act,R.S.O.1990,c.B.16,at any time during the Term,at the option of the Province, either (i)the Province shall have the right to repurchase the Property at the same price paid by the Transferee to the Province pursuant to the Sale Agreement,plus the cumulative total of any and all capital improvements made by the Transferee to the Property from and after it acquired the Property (as determined in accordance with generally accepted accounting principles and to account for the depreciation of the capital improvements and any diminution in value due to damage,faulty workmanship, construction defects or other causes),or (ii)one hundred percent (100%)of any Profit as defined below shall be paid to the Province and the amount of such Profit shall be a charge on the Property in favour of the Province until paid.In determining the Base Amount and calculating the Profit for the proposed sale of any portion of the Property,the Base Amount shall be adjusted and calculated on a pro-rata basis based on the acreage of such portion being transferred, as shown by evidence (e.g.a reference plan)provided by the Transferee to the Province at no cost to the Province,to the satisfaction of the Province.At the request of the Province,the Transferee shall enter into a charge or other form of security,acceptable to the Province at its sole,unfettered discretion,to secure payment of the Profit.With respect to any capital improvement costs or other costs or expenses involved in the calculation of the Sale Price, Profit or the price at which the Province is to repurchase the Property in accordance with this Agreement,the Transferee shall provide all documents, records and invoices in sufficient detail,at no cost to the Province,to allow analysis and approval of such calculation(s)by the Province. - 73 - For the purposes of this provision,the Transferee and the Province acknowledge that the purpose for which the Property is being purchased is for [](the “Purpose”).In the event that the Transferee does not begin to use and thereafter continue to use the Property for the Purpose within years following the Closing Date,which shall be evidenced by (NTD:TBDJ,then the Province shall have the right to repurchase the Property at the same price paid by The Corporation of the City of Pickering to the Province pursuant to the Sale Agreement and the Transferee shall return the Property to the Province in its original condition it was in immediately prior to the transfer of the Property from the Province to The Corporation of the City of Pickering and,if applicable,the Transferee shall have the obligation to restore the Property to such condition at no cost to the Province. The Transferee acknowledges that the Province may be required to obtain certain approvals to exercise any of the options under this Participation Agreement. 3.The Transferee acknowledges and agrees that the Province shall have all the rights and remedies of a secured party under the Personal Property Security Act and a mortgagee under the Mortgages Act in the event that such Transferee fails to pay any amount owing to the Province pursuant to this Participation Agreement. 4.On the Closing Date the Transferee will register in the appropriate land registry office a Notice of this Participation Agreement on title to the Property immediately following the transfer to the Transferee and prior to any mortgage or other instrument. 5.The Transferee acknowledges that the provisions of this Participation Agreement run with title to the Property,and the Transferee covenants not to sell,transfer or otherwise alienate the Property or any part thereof to any affiliated entity or any third party unless such transferee agrees in writing to assume the obligations of the Transferee herein and be bound by the terms of this Participation Agreement in respect of the Property or such part thereof as the case may be,in a form satisfactory to the Province. 6.At least 15 Business Days prior to the scheduled completion of a transfer of title to the Property or portion thereof,the Transferee shall deliver to the Province a swom declaration setting forth the proposed Sale Price and if there is any Profit,including information used to calculate the Sale Price and Base Amount in accordance with this Participation Agreement,in reasonable detail to allow analysis and approval of the calculation of the Sale Price and Profit (if any)by the Province.The declaration shall also include the calculation of the Profit payable by the Transferee to the Province. Prior to the completion of any transfer of the Property or any portion thereof by the Transferee,the Transferee must first obtain the approval of the calculation of the Sale Price and the Profit,in writing, from the Province,and make arrangements to pay the Profit to the Province,if any,which arrangements must be satisfactory to the Province,acting reasonably. 7.Any notice under this Participation Agreement is sufficiently given if delivered personally or if sent by ordinary prepaid mail or prepaid courier,electronic facsimile machine or similar electronic means (including e-mail)addressed to the Transferee at: F 1 - 74 - and to the Transferee’s solicitor at: 1 and to the Province at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 Toronto,ON M5G 2L6 Attention:Vice President,Sales and Acquisitions Facsimile:416-327-3942 And: Attention:Director,Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto,ON M5G 2C8 Facsimile:416-326-2854 or at such other addresses as the parties may designate from time to time.Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or similar electronic means (including e-mail),or,if mailed,three (3)Business Days after the same is mailed.Any party may,at any time by notice given in writing to the other party, change the address for service of notice on it. 8.This Participation Agreement may be executed and delivered in counterparts and any such counterpart may be delivered in its original form or by facsimile transmission and each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same Agreement. 9.This Participation Agreement shall be binding upon, and enure to the benefit of the Transferee and the Province and their respective successors and permitted assigns. (BALANCE OF PAGE INTENTIONALLY LEFT BLANK -SIGNING PAGE FOLLOWSI - 75 - DATED the <<Day>>,day of <<Month>>,<<Year>>. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: By: Name: Title: I/We have authority to bind the Corporation. DATED the <<Day>>,day of <<Month>>,<<Year>>. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES AS REPRESENTED BY ONTARIO INFRASTRUCTURE AND LANDS CORPORATION Per: Name:<<Director/Project Manager’s Name>> Title:<<Title>>,Sales,Easements &Acquisitions I have the authority to bind the Corporation. - 76 - 1 1 APPENDIX “A” - 77 - - 78 - Execution Version 1-IER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES as “Vendor” and THE CORPORATION OF THE CITY OF PICKERING as “Purchaser” AGREEMENT OF PURCHASE AND SALE (Employment Land —2019 Parcel 5) 38997-2001 28267743.1 Attachment No. 3 to Report CAO 02-20 - 79 - TABLE OF CONTENTS SECTION 1 DEFINITIONS .1 SECTION 2 AGREEMENT OF PURCHASE AND SALE 7 SECTION 3 DEPOSIT /PAYMENT OF PURCHASE PRICE 8 SECTION 4 HARMONIZED SALES TAX 9 SECTION 5 “AS IS WHERE IS”,PURCHASER’S INSPECTION PERIOD,AND ENVIRONMENTAL INDEMNITY 10 SECTION 6 CLOSING CONDITIONS 13 SECTION 7 SALE APPROVAL 15 SECTION 8 CLASS EA REQUIREMENTS /ABORIGINAL CLAIMS 15 SECTION 9 RISK 17 SECTION 10 VENDOR’S WARRANTIES,REPRESENTATIONS AND COVENANTS 18 SECTION 11 PURCHASER’S WARRANTIES,REPRESENTATIONS AND COVENANTS 18 SECTION 12 SEVERANCE 19 SECTION 13 REFERENCE PLAIN(S)19 SECTION 14 TITLE 19 SECTION 15 NO ASSIGNMENT ETC 20 SECTION 16 DEVELOPMENT AGREEMENTS 20 SECTION 17 PREPARATION OF TRANSFERIDEED DOCUMENTS AND FEES/COSTS 22 SECTION 18 TENDER 22 SECTION 19 ADJUSTMENTS 23 SECTION 20 ELECTRONIC REGISTRATION 23 SECTION 21 CLOSING DELIVERABLES 23 SECTION 22 NOTICE 25 SECTION 23 CONFIDENTIALITY 26 SECTION 24 GENERAL 27 SECTION 25 IRREVOCABLE PERIOD 28 38997-2001 28267743.! - 80 - AGREEMENT OF PURCHASE AND SALE BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES (hereinafter collectively called the “Vendor”) OF THE FIRST PART -and - THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the Purchaser) OF THE SECOND PART RECITALS: A.The Vendor is the owner in fee simple of the property defined as the “Lands”in Section l.O1(vv) of this Agreement. B.Vendor and OILC hereby confirm that OILC is the designated agent of the Vendor. C.The Lands are within the area covered by the “Central Pickering Development Plan”issued pursuant to the Ontario Planning and DevelopmentAct,1994,SO.1994,c.23. D.The Lands are subject to the Development Agreements,and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. E.The Lands are subject to the Lease(s),and the Purchaser has agreed to assume the Lease(s)as they relate to the Lands. F.The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows: SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning,the terms defined in this Section 1.01 for all purposes of this Agreement,shall have the meanings set out below: 38997-2001 28267743.1 - 81 - (a)“Adjustments”means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. (b)“Affiliate”has the meaning set out in the Business Corporations Act,R.S.O.1990,c.B. 16. (c)“Agreement”means collectively,this agreement of purchase and sale,all Schedules attached hereto and every properly executed instrument which by its terms amends, modifies or supplements this Agreement. (d)“Applicable Laws”means,collectively,all statutes,laws,by-laws,regulations,ordinances and orders of any governmental Authority,including without limitation all Land Use Regulations. (e)“Approval Term”has the meaning ascribed to it in Section 7.03. (0 “As Is ‘Where Is”has the meaning ascribed to it in Section 5.01. (g)“Assignee”has the meaning ascribed to it in Section 15.02. (h)“Assignment and Assumption Agreement”means an agreement by which the Vendor shall assign and the Purchaser shall become a party to a Development Agreement,Lease or Permitted Encumbrance and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement,Lease or Permitted Encumbrance. (i)“Attribution Development Charges”means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase 1 RFEA)from time to time. (j)“Attribution Prepayment”means the sum of the “Regional Attribution Water Supply DC Prepayment”and the “Regional Attribution Sanitary Sewerage DC Prepayment”(as such terms are defined in the Phase 1 RFEA)from time to time. (k)“Authority”means any governmental or quasi-governmental authority,regulatory authority,government department,agency,commission,board,tribunal,body or department,or any court,whether federal,provincial or municipal,having jurisdiction over the Property,or the use thereof and includes the City and the Region. (I)“Buildings”means,individually or collectively,as the context requires,all buildings, structures and fixed improvements located on,upon or under the Lands,and all improvements and fixtures of the Vendor contained in,upon or on such buildings and structures which are used in the operation of same,and “Building”means any one of the Buildings. (m)“Business Day”means any day on which the Government of Ontario normally conducts business. (n)“City”means the City of Pickering. - 82 - -3- (o)“City Sale Approval”means the necessary internal approvals required for the Transaction by the Council for the City. (p)“Class EA”means the Class Environmental Assessment Process for the Ministry of Infrastructure as it applies to OILC realty activities (being as at the Execution Date,the “Ministry of Infrastructure Public Work Class Environmental Assessment (Office Consolidation)”,as approved April 28,2004 and amended on September II,2008 and on October 31,2012),as approved,amended,or renewed from time to time by the Minister of the Environment and Climate Change pursuant to Section 14 of the Environmental Assessment Act,R.S.O.1990,c.E.18. (q)“Class EA Requirements”has the meaning ascribed to it in Section 8.01. (r)“Closing”means the closing of the Transaction,including without limitation,the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. (s)“Closing Date”means the day which is thirty (30)Business Days next following the date the Purchaser waives or satisfies its condition(s)contained in Section 5 and Section 6.04 of this Agreement. (t)“Community Use Land”has the meaning ascribed to it in the Seaton CSA. (u)“Contaminant”has,for the purposes of this Agreement,the same meaning as that contained in the Environmental Protection Act,R.S.O.1990,c.E.19,as amended,and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (v)“Cost Shared Service”has the meaning ascribed to it in the Seaton CSA. (w)“Crown Right Request”has the meaning ascribed to it in Section 12.01. (x)“DC Credit Recovery Payment”has the meaning ascribed to it in Section 16.03. (y)“Deposit”has the meaning ascribed to it in Section 3.01. (z)“Developable Area Share”has the meaning ascribed to it in the Seaton CSA. (aa)“Development Agreements”means,collectively,the Phase I RFEA,the Seaton CSA,the Pickering FIA,the Seaton-Durham CSA and the Master Parks Agreement,and “Development Agreement”means any one of such agreements. (bb)“Development Agreement Payment”means any payment required to be made,or security to be provided,to an Authority,to the Vendor,or to a trustee named under a Development Agreement,by the Purchaser at Closing hereunder and whether required by an Assignment and Assumption Agreement or otherwise,and includes,but is not limited to,the DC Credit Recovery Payment,Attribution Prepayment,Development Agreement Security, Development Charge Payments,and Private Land Landowner Equivalency Payment. - 83 - -4- (cc)“Development Agreement Security”means any security required to be delivered by a Private Landowner pursuant to a Development Agreement,whether by letter of credit or otherwise. (dd)“Development Charge Credits”means the development charge credits earned pursuant to the Phase 1 RFEA. (ee)“Development Charge Prepayments”means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase I RFEA upon the development of Employment Lands. (if)“Drainage Area Share”has the meaning ascribed to such term in the Seaton CSA. (gg)“Durham Owners”has the meaning ascribed to it in the Seaton-Durham CSA. (hh)“Employment Lands”means those lands designated as “Prestige Employment Lands’in the Central Pickering Development Plan’. (ii)“Environmental Law”means,collectively,all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws,common law and deed restrictions,all by-laws,regulations, codes,licences,permits,orders,directives,guidelines,decisions rendered by any governmental Authority relating to the protection of the environment,natural resources, public health,occupational health and safety or the manufacture,processing,distribution, use,treatment,storage,disposal,packaging,transport,handling,containment,clean-up or other remediation or corrective action of any Hazardous Substance,and all authorizations issued pursuant to such Applicable Laws,agreements or statutory requirements. (jj)“Environmental Objection”has the meaning ascribed to it in Section 5.02. (kk)-‘Environmental Reports’means the reports relating to the environmental condition of the Lands as identified in Schedule C. (11)“Execution Date”means the date on which this Agreement has been executed and delivered by all parties hereto. (mm)“Expiry Date”has the meaning ascribed to it in Section 7.03. (nn)“Further Class EA Extension Period”has the meaning ascribed to it in Section 8 .02(d)(i). (oo)“Further Extension Period’has the meaning ascribed to it in Section 8.03(b). (pp)“Hazardous Substance”includes,but is not limited to any hazardous or toxic chemical, waste,by-product,pollutant,contaminant,compound,product or substance,including without limitation,any Contaminant,asbestos,polychiorinated biphenyls,petroleum and its derivatives,by-products or other hydrocarbons and any other liquid,solid or gaseous material the exposure to,or manufacture,possession,presence,use,generation,storage, transportation,treatment,release,disposal,abatement,cleanup,removal,remediation or handling of,which is prohibited,controlled or regulated by any and is defined in or pursuant to any Environmental Law. - 84 - -5- (qq)“Heritage Requirements”has the meaning ascribed to it in Section 8.0 1(b). (rr)“HST”has the meaning ascribed to it in Section 4.01 of this Agreement. (ss)‘initial Class EA Extension Period”has the meaning ascribed to it in Section 8.02. (tt)“Initial Extension Period”has the meaning ascribed to it in Section 8.03. (uu)“Inspection Period”means that period of time which is seventy (70)Business Days following the Execution Date. (vv)“Lands”means,collectively,the Table Lands and the SWP Lands. (ww)“Land Use Regulations”means collectively,any land use policies,regulations,by-laws, or plans of any Authority that apply to the use of the Property,including the existing Official Plans,zoning by-laws and zoning orders. (xx)“Land Transfer Tax Affidavit”has the meaning ascribed to it in Section 17.01. (yy)“Lease(s)”means all leases or licences of any portion of the Lands in force at Closing. (zz)“Master Parks Agreement”means the Master Parks Agreement dated May 1,2017 entered into by the City,and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (aaa)“Municipality”means the municipality (or municipalities)where the Property is located. (bbb)“Offer Date”means the date the offer herein is submitted to the Vendor by the Purchaser. (ccc)“OILC”means Ontario Infrastructure and Lands Corporation. (ddd)“Open Data”means data that is required to be released to the public pursuant to the Open Data Directive; (eee)“Open Data Directive”means the Management Board of Cabinet’s Open Data Directive, updated on April 29,2016,as same may be amended from time to time; (fff)“Participation Agreement”means the Participation Agreement attached hereto as schedule G and to be entered into between the Vendor and the Purchaser at Closing. (ggg)“Permitted Encumbrances”means,collectively,the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. (hhh)“Phase 1 RFEA”has the meaning ascribed to such term in the Seaton CSA. (iii)“Phase 1 RFEA Lands”has the meaning ascribed to such term in the Phase 1 RFEA. (jjj)“Phase 1 Development”has the meaning ascribed to such term in the Seaton CSA. (kkk)“Pickering FIA”means the Financial Impacts Agreement dated November 26,2015 entered into by the City,and the owners of other development land in the Seaton - 85 - -6- Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the development of lands in Seaton. (lii)“Private Landowner”has the meaning ascribed to such term in the Seaton CSA. (mmrn)Private Landowner Equivalency Payment”has the meaning ascribed to it in Section 16.06. (nnn)“Property”means,collectively,all of the right,title and interest of the Vendor in and to the Lands and the Buildings. (ooo)Property Documents”means the documents in O1LCs current possession and related to the Property,as set out in Schedule C,and shall include,but shall not be limited to: (A)executed copies of any assignable service contracts,operating agreements and management agreements; (B)copies of assignable guarantees and warranties of materials,workmanship, labour and materials relating to the Property that are still in effect; (C)copies of the Environmental Reports,heritage reports,archaeological reports or any other report relating to the physical,geotechnical or environmental condition of the Property; (D)a copy of the Lease; (E)copies of all Permitted Encumbrances which are not registered against title to the Property;and (F)any plan of survey of the boundaries of the Property. (ppp)“Provincial Successor”has the meaning ascribed to such term in the Seaton CSA. (qqq)“Purchase Price”means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property,exclusive of HST and subject to the Adjustments. (rrr)Purchaser’s Reports”has the meaning ascribed to it in Section 5.06. (sss)“Region”means the Regional Municipality of Durham. (ttt)Regional Infrastructure”has the meaning ascribed to it in the Seaton CSA. (uuu)“Requisition Date”has the meaning ascribed to it in Section 14.01. (vvv)“Sale Approval”means the necessary internal governmental approvals required for the Transaction including,but not limited to,the approval of the Lieutenant Governor-in Council pursuant to Section 9 of the Ministry of Infrastructure Act,2011 S.O.2011,C.9, Sched.27. (www)“Sale Approval Date’means the date that the Sale Approval was granted. - 86 - -7- (xxx)“Seaton Community”means the developable land as determined by the Central Pickering Development Plan,as may be further refined,and as determined by the Seaton CSA. (yyy)“Seaton CSA”means the Amended and Restated Cost Sharing Agreement dated November 26,2015 between the Vendor and other owners of development land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (zzz)“Seaton-Durham CSA”means an agreement dated November 26.2015 between the Vendor,the Private Landowners and the Durham Owners to provide for the recovery of certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. (aaaa)“Seaton Trustee”means the trustee as provided for in the Seaton CSA,as it is from time to time.As of the Execution Date,the Seaton Trustee is North Pickering Community Management Inc. (bbbb)“Servicing Costs”has the meaning ascribed to it in Section 16.07. (cccc)“Subsequent Phase”means development of land in the Seaton Community,the development of which is not covered by the Phase 1 RFEA,and for which no allocation of sewer or water capacity has currently be granted by any Authority. (dddd)“SWP Lands”means part of those lands described in Schedule A-I,and shown shaded in and referenced as “Stormwater Pond”on the sketch plan attached hereto as Schedule A-2.INTD —to be updated upon receipt of final mappingi (eeee)“Table Lands”means part of those lands described in Schedule A-i,and shown shaded in on the sketch plan attached hereto as Schedule A-2,excluding,for greater certainty, the SWP Lands.INTD —to be updated upon receipt of final mappingi (ffff)“Transaction”means,collectively,the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. (gggg)“Vendor”means Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services and includes,for the purpose of any exculpatory clause and indemnity included in this Agreement in favour of the Vendor,OILC,any ministries,agencies,representatives,servants,employees,agents,invitees,officers, directors,contractors and licensees of Her Majesty the Queen in right of Ontario and OILC, and their brokers,service provider(s)and any other entity over whom the Vendor or OILC may reasonably be expected to exercise control. SECTION 2 AGREEMENT OF PURCHASE AND SALE 2.01 The Vendor agrees to sell,transfer and assign to the Purchaser all of the right,title and interest of the Vendor in the Property and the Purchaser agrees to purchase,acquire and assume the Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property,exclusive of HST and subject to the Adjustments on the Closing Date. - 87 - -8- 2.02 The Purchase Price shall be calculated by multiplying the area of the Lands in acres by a per acre price of: (a)SEVENTY-NINE THOUSAND DOLLARS ($79,000.00)per acre with respect to the SWP Lands;plus (b)ONE HUNDRED AND FIFTY-EIGHT THOUSAND DOLLARS ($158,000.00)per acre with respect to the Table Lands. It is estimated that the area of the Table Lands is approximately 4.96 acres more or less and the area of the SWP Lands is approximately 7.06 acres,which would result in a Purchase Price of ONE MILLION THREE HUNDRED AND FORTY-ONE THOUSAND FOUR HUNDRED AND TWENTY NINE DOLLARS ($1,341,420.00).Prior to Closing the area of the Lands shall be conclusively determined by the reference plan to be prepared in accordance with Section 13.01 hereof. 2.03 The Purchaser shall NOT be entitled to direct title of the Property to any other person or entity at Closing. SECTION 3 DEPOSIT!PAYMENT OF PURCHASE PRICE 3.01 The Purchaser wiLL pay to Vendor’s solicitor in trust,by certified cheque or wire transfer: (a)Upon the submission of this offer to purchase,the amount of $67,071.00,being equal to five percent (5%)of the estimated Purchase Price,as estimated at Section 2.02 hereof as a deposit to be credited towards the Purchase Price on the Closing Date;and (b)Within two Business Days of the Execution Date a further amount of $67,071.00,being equal to five percent (5%)of the estimated Purchase Price,as estimated at Section 2.02 hereof as a further deposit to be credited towards the Purchase Price on the Closing Date (collectively,the “Deposit”). 3.02 The parties authorize OILC to invest the Deposit with a Canadian bank as identified in Schedule I of the Bank Act,R.S.,1991,c.B.46 (Canada)in a terni or certificate of deposit (such investment to be available to OILC through its trust account bank and which investment allows liquidation of the investment as necessary for the anticipated Closing Date or earlier termination of this Agreement as herein provided)if OILC determines,acting reasonably,that anticipated interest to be earned will justify any related expenses,considering the rate of interest to be earned and the anticipated time the Deposit will be held before Closing.Any and all interest earned t h e r e o n shall accrue to the benefit of and,subject to Sections 3.03 and 5.03,be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. 3.03 In the event that this Agreement is terminated due to a specific default by the Purchaser,then the Deposit,together with all interest accrued thereon,shall be forfeited to the Vendor as liquidated damages. - 88 - -9- 3.04 If the Transaction is completed,the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct forthwith following Closing. 3.05 On Closing the Purchase Price shall be paid and satisfied as follows: (a)by release of the Deposit to the Vendor;and (b)the balance of the Purchase Price,as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to OILC in trust by way of wire transfer,such payment being deemed to have been made when OILC’s financial institution confirms receipt of such wire transfer. 3.06 In addition to the Purchase Price,at Closing the Purchaser shall pay,or cause to be paid,all Development Agreement Payments to the Vendor,to the applicable Authority,or to the applicable trustee under a Development Agreement,as applicable. 3.07 The Purchaser acknowledges that at Closing it will be required to provide,or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.08 The Transaction shall be completed on the Closing Date at the offices of the Vendor’s solicitors. SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax (“HST”)payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act,R.S.C.1985,c.E.15 (Canada)(the “Act”).Subject to Section 4.02,the Purchaser agrees to pay to the Vendor,on the Closing Date,as a condition of completion of this Transaction by wire transfer,certified cheque or bank draft,all HST payable as a result of this Transaction in accordance with the Act. 4.02 Notwithstanding Section 4.01 above,the Vendor shall not collect HST from the Purchaser in this Transaction if,on Closing,the Purchaser is registered under the Act and in that event,the Purchaser shall: (a)file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act;and (b)provide to the Vendor,on the Closing Date,a certificate confirming that the Purchaser is registered under the Act for the purposes of collecting and remitting HST,and confinTling its HST registration number under the Act,together with an indemnity in favour of the Vendor for any and all HST,fines,penalties,actions,costs,losses,claims,damages or expenses and/or interest which may become payable by,or assessed against,the Vendor as a result of the Vendor’s failure to collect HST from the Purchaser on the Closing Date. such certificate and indemnity to be in a form satisfactory to the Vendor’s solicitor,acting reasonably, failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. - 89 - -10- 4.03 The Purchaser’s obligations under this Section 4 shall survive and not merge on Closing. SECTIONS “AS IS WHERE IS”, PURCHASER’S INSPECTION PERIOD,AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a)in entering into this Agreement,the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property, including,without limitation,the physical and environmental condition of the Property and a review of any documentation respecting the Property,and the Purchaser acknowledges it is not relying on any information furnished by the Vendor or any other person on behalf of,or at the direction of,the Vendor in connection therewith; (b)the Purchaser is purchasing and shall accept,assume and take title to the Property and any improvements thereon in an “As Is,Where Is”condition.The term “As Is,Where Is” means in its condition or state on the Offer Date,without any agreement,representation or warranty of any kind whatsoever,either express or implied on the part of the Vendor,as to the condition of the soil,the subsoil,the ground and surface water or any other environmental matters,the condition of the Lands,suitability for development,physical characteristics,profitability,the condition of the Buildings,or any other matter respecting the Property whatsoever,including without limitation,compliance with Environmental Law,the existence of any Hazardous Substance or Contaminant,the use to which the Property may be put and its zoning,the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser’s intended development of the Property,or as to the accuracy,currency or completeness of any information or documentation supplied to the Purchaser in connection with the Property;and (c)the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof.The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing,the Purchaser accepts,assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not make and is not authorized by the Vendor to make,prior to completion of this Transaction,any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property,including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Property. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period,the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil,the subsoil,the ground and surface water or any other environmental matter relating to the Property,including,without limitation,compliance with Environmental Law,the existence of any Hazardous Substance or Contaminant. If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on,in,at,under,emanating from or onto the Property that would be in excess of the guidelines for any of the pennitted uses under the current zoning by-law affecting the Property,the risk or presence of which the Purchaser is not prepared to assume,then - 90 - -11- the Purchaser shall,by written notice,provide such evidence to the Vendor within the Inspection Period by way of a report of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance,Hazardous Substance or Contaminant and quantify the remediation cost (collectively,an “Environmental Objection”).Upon receipt of an Environmental Objection,the Vendor may,at its option and in its sole discretion: (a)undertake,as the Purchaser’s sole and exclusive remedy,to take such actions, complete such work and/or implement such measures,in the Vendor’s sole discretion as to means and methods,as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after the Closing Date if compliance prior to Closing is not,in the Vendor’s opinion, reasonably possible; (b)credit the Purchaser,as the Purchaser’s sole and exclusive remedy,the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price,in which event the Purchaser shall,on Closing,expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indenmify and save harmless the Vendor from and against any and all claims,demands,costs,damages,expenses and liabilities whatsoever arising from the Purchaser’s failure to remediate the Hazardous Substance,Contaminant and.or matter of non-compliance; (c)terminate this Agreement in which event the Deposit shall,subject to Section 5.03, be returned to the Purchaser with accrued interest,and without further liability to the Vendor;or (d)refuse to do either (a),(b),or (c)above in which event the Purchaser shall have the option of either:(i)completing the Transaction without adjustment to the Purchase Price;or (ii)terminating this Agreement in which event the Deposit shall,subject to Section 5.03,be returned to the Purchaser with accrued interest,and without further liability to the Vendor. The Vendor shall have ten (10)Business Days from receipt of the Environmental Objection to make its election under (a),(b),(c)or (d)above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said ten (10)Business Day period,the Vendor will be deemed to have elected option (d)above.The Purchaser shall have ten (10)days from the date of the Vendor’s election or deemed election under (d)above to elect,by notice in writing to the Vendor,to terminate or complete as per paragraph (d)above and in the event the Purchaser fails to make an election within said ten (10)day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. 5.03 During the Inspection Period,the Vendor will permit the Purchaser together with its employees, agents or consultants access to the Property,at reasonable times and upon a minimum of two (2) Business Days’prior written notice to the Vendor,to carry out,at the Purchaser’s sole expense and risk,such investigations,tests and inspections as the Purchaser deems necessary,provided that the Purchaser takes all reasonable care in the conduct of such investigations,tests and inspections.All tests,investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property.The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage - 91 - -12- occasioned during or resulting from such investigations,tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the same condition it was in prior to such investigations,tests and inspections.The Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims,demands,costs,damages,expenses and liabilities whatsoever arising from the Purchaser’s and/or its agents’or consultants’presence on the Property or the Purchaser’s and/or its agents’or consultants’activities on or in connection with the Property.The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses,costs,claims, third party actions,damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03.The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2)years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser,within five (5)days of the Execution Date,the Property Documents listed in Schedule C.The Purchaser acknowledges and agrees that:(i)the Property Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations or warranties whatsoever with respect to the content, completeness or accuracy of the Property Documents,or the environmental or any other condition of the Property;(ii)the Vendor shall not be liable to the Purchaser,its agents,employees or lending institution in any way for any error,omission or inaccuracy contained in any Property Document; and (iii)as of the Closing Date,the Purchaser shall become solely liable for all conditions and Hazardous Substances and/or Contaminants existing at the Property,whether known or unknown by the Purchaser,and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property. 5.06 The Purchaser covenants and agrees that the Property Documents provided by the Vendor and any and all third party reports,findings,recommendations,opinions and information resulting from the Purchaser’s due diligence (“Purchaser’s Reports”)and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23.If this Agreement is terminated for any reason,the Purchaser will promptly return to the Vendor all Purchaser’s Reports and Property Documents without keeping copies.The Purchaser shall deliver to the Vendor forthwith following receipt,copies of any and all Purchaser’s Reports the Purchaser commissions or obtains during the course of its investigations. 5.07 In the absence of the Purchaser delivering:(i)an Environmental Objection;and (ii)a notice to terminate the Agreement under Section 5.02(d),the Purchaser shall be conclusively deemed to accept the Property in its As Is,Where Is condition,having waived all requisitions concerning any matters relating to the Property,save for any valid requisition on title made prior to the expiry of the Requisition Date,and the Purchaser shall accept full responsibility for all conditions related to the Property,and the Purchaser shall comply,at its sole cost,with all orders relating to the condition of the Property issued by any competent government Authority,court or administrative tribunal, including any order issued against the Vendor including without limitation,any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 5.08 As an inducement to,and as further consideration for,the Vendor agreeing to sell the Property to the Purchaser upon the terms and conditions set forth in this Agreement,the Purchaser covenants and agrees that,effective as of the Closing Date,the Purchaser shall forever release and covenant not to sue the Vendor and its affiliates,subsidiaries,related legal entities,employees,directors, officers,appointees and agents with respect to anything arising out of the environmental or any - 92 - -13 - other condition of the Property or the presence of Hazardous Substances or Contaminants in,on, under,or emanating from or onto the Property,regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents,the Purchaser’s Reports or any other report,document or information discovered during the course of the Purchaser’s due diligence or otherwise.The foregoing release and covenant not to sue shall apply to all claims at law or in equity,including,but not limited to,claims or causes of action for personal injury or death,property damage,statutory claims under Environmental Laws and claims for contribution. 5.09 From and after the Closing Date,the Purchaser shall be responsible for,and hereby agrees to indemnify,defend and save harmless the Vendor and its employees,directors,officers,appointees and agents from,any and all costs (including legal,consultant and witness costs and fees),claims, demands,actions,prosecutions,administrative hearings,fines,losses,damages,penalties, judgments,awards (including awards of costs)and liabilities (including sums paid in settlement of claims),that may arise as a result of the condition of the Property,the presence of Hazardous Substances or Contaminants in,on or under the Lands,the Buildings or any structure or paved surface,or in any environmental medium (including,but not limited to,the soil,groundwater,or soil vapour on or under,or emanating from the Property),any order issued by any Authority in connection with the condition of the Property,or any loss,damage,or injury caused either directly or indirectly as a result of the condition of the Property including,without limitation,non compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing,this indemnification shall specifically cover costs incurred,from and after the Closing Date,in connection with any claim for personal injury and/or death,property damage,investigation of site conditions and/or any clean-up,remedial,removal, monitoring or restoration work required by any federal,provincial,or local government agency or political subdivision because of the presence of Hazardous Substances,in,on or under the Lands, the Buildings or any environmental medium,structure or paved surface or emanating therefrom. 5.10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests,including,but not limited to,an agreement whereby the Purchaser shall reaffirm the release,covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as schedule F.Notwithstanding the foregoing,the release,covenant not to sue and indemnifications set forth in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser,and Purchaser shall be bound by them,regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein,this SectionS shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION 6 CLOSING CONDITIONS 6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: - 93 - -14- (a)the Vendor shall have obtained the Sale Approval pursuant to Section 7 of this Agreement; (b)all of the terms,covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (c)the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (d)the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements,including all required Assignment and Assumption Agreements;and (e)all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in part by the Vendor,or by its solicitors on its behalf,in the sole and absolute discretion of the Vendor by written notice to the Purchaser.The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. 6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period,if any,and the Vendor fails to notify the Purchaser or the Purchaser’s solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed,if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction,such condition shall be deemed to have been satisfied),at the Vendor’s sole option,this Agreement shall be null and void,notwithstanding any intermediate act or negotiations,and (i)in the event the Agreement is terminated as a result of the non-fulfilment of the condition set forth in Section 6.0 1(a),neither the Vendor nor the Purchaser shall,subject to Section 5.03,be liable to the other for any loss,costs or damages,and the Deposit shall,subject to Section 5.03,be returned to the Purchaser with interest and without deduction,and (ii)in the event the Agreement is terminated as a result of the non-fulfilment of any of the conditions set forth in Section 6.01(b),6.01(c)or 6.01(d), the Deposit shall be forfeited to the Vendor as liquidated damages and without derogating from any claims or causes of action the Vendor may have pursuant to this Agreement and at law against the Purchaser arising from the Purchaser’s default therein. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of the following conditions on or before the expiration of the Inspection Period: (a)the City has obtained the City Sale Approval,which approval may be provided in the sole and unfettered discretion of the City and which the Vendor acknowledges may be arbitrarily and unreasonably withheld. 6.05 The condition set forth in Section 6.04 is for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser,or by its solicitors on its behalf,in the sole and absolute discretion of the Purchaser by written notice to the Vendor.The condition is a condition precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 If the condition set forth in Section 6.04 is not fulfilled within the applicable time period and/or the Purchaser fails to notify the Vendor or the Vendor’s solicitors that such condition has been waived, - 94 - -15 - this Agreement shall be null and void,and the Deposit shall,subject to Section 5.03,be returned to the Purchaser with interest and without deduction. SECTION 7 SALE APPROVAL 7.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition:within ninety (90)days from the Offer Date,the Vendor shall have obtained the Sale Approval,which approval the Purchaser acknowledges may be arbitrarily and unreasonably withheld.The Vendor shall notify the Purchaser if and when such approval is obtained,and the date of such notification if obtained shall be the date of commencement of the Inspection Period. 7.02 The Purchaser agrees that should the Vendor be unable to satisfy the condition set out in Section 7.01 within the said ninety (90)day period,then the Vendor may,at its option and in its sole discretion,extend this time period for an additional sixty (60)days by notice in writing to the Purchaser within the initial ninety (90)day period. 7.03 The Purchaser acknowledges that any Sale Approval that the Vendor obtains with respect to the Property may be subject to the limitations stated therein,including but not limited to a limitation that such approval shall be valid for a specified period of time from the date of such Sale Approval (the “Approval Term”),in which event such Sale Approval shall cease to be valid on the date upon which the Approval Term concludes (the “Expiry Date”),or on such date that such other limitation(s),if any,is/are not met and satisfied.In the event that the Vendor shall have obtained a Sale Approval for the Property in satisfaction of the condition set out in Section 7.01,and in the event that the completion of the Transaction has not occurred on or before the Expiry Date set out in such Sale Approval or such date that such other limitation(s),if any,is/are not met and satisfied, notwithstanding any waiver of the condition set Out in Section 7.01,this Agreement shall then be null and void,the Deposit and any interest accrued thereon shall,subject to Section 5.03,be returned to the Purchaser and neither the Vendor nor the Purchaser shall,subject to Section 5.03, be liable to the other for any loss,costs or damages. SECTION 8 CLASS EA REQUIREMENTS /ABORIGINAL CLAIMS 8.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition on or before the Closing Date:the Vendor shall have completed the Class EA for the Property and the Transaction (collectively,the “Class EA Requirements”).For purposes of this condition,the Class EA Requirements shall,without limitation,include and be deemed to include the following specific requirements: (a)the requirements of the Environmental Assessment Act,R.S.O.1990,c.E.18,as approved, amended,or renewed from time to time,as they apply to the Property and the Transaction (the “Environmental Requirements);and (b)the requirements of the Standards &Guidelines for Conservation of Provincial Heritage Properties issued by the Ministry of Tourism,Culture and Sport pursuant to Section 25.2 of the Ontario Heritage Act,R.S.O.1990,cO.18,as approved,amended,or renewed from - 95 - -16 - time to time,as they apply to the Property and the Transaction (the “Heritage Requirements”). 8.02 Notwithstanding any other provision of this Agreement,the completion of the Transaction is subject to continuing compliance to the Closing Date with all Class EA Requirements.In the event that prior to the Closing Date: (a)any governing Authority makes or issues,or the Vendor receives any notice or communication from any governing Authority that it is considering whether to make or issue,any order or directive pursuant to the Class EA Requirements that necessitates that the Vendor,in addition to the actions and measures taken aforesaid,take other or different actions or measures to comply with the Class EA Requirements (including,without limitation,an order or directive requiring the Vendor to comply with Part II of the Environmental Assessment Act); (b)a written request has been made to the Minister of the Environment,of which the Vendor has notice,that other or different measures be taken to comply with the Class EA Requirements; then the Vendor may,at its option and in its sole discretion,extend the Closing Date for at least an additional thirty (30)days (the “Initial Class EA Extension Period”)by notice in writing to the Purchaser during which time the Vendor shall: (c)use reasonable efforts to determine whether the request in subsection (b)above has been satisfied or has been refused;and (d)at its option and in its sole discretion,either: (i)comply with such order or directive (as the same may be modified or withdrawn) at its own expense,in which event the Vendor may extend the Closing Date up to (but no more than)three times,for a further period of thirty (30)days each (for a maximum of ninety (90)days in the aggregate)(collectively,the “Further Class EA Extension Period”);or (ii)within the Initial Class EA Extension Period or at any time within the Further Class EA Extension Period,tenninate this Agreement by written notice to the Purchaser, in which case this Agreement shall be null and void and of no further force and effect and the Deposit and any interest accrued thereon shall,subject to Section 5.03,be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. 8.03 Notwithstanding any other provision of this Agreement,if at any time prior to the Closing Date the Vendor receives notification or otherwise becomes aware of any claim or potential claim whatsoever for an interest in respect of the Property,by any First Nation or other aboriginal group or individual,in relation to any constitutional right,treaty right,land claim,surrender agreement or consultation right,including,without limitation,an interest in the title to the Property,a right to the use of the whole or any part of the Property,a restriction on the use of the Property or any part thereof for any purpose,a restriction on access to the Property or any part thereof,a claim for compensation,arising out of any interest or claimed interest in the Property or a right of consultation in relation to the Property,then the Vendor may at its option and in its sole and - 96 - -17- unfettered discretion extend the Closing Date for at least an additional thirty (30)days (the “Initial Extension Period”)by notice in writing to Purchaser during which time the Vendor shall: (a)determine in its sole and unfettered discretion if such claim,potential claim or interest is capable of being satisfied or whether appropriate releases can be obtained from all interested parties to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date free and clear of any such claim,potential claim or interest; (b)enter into arrangements which enable the Vendor to complete the sale of the Property in accordance with Section 8.03(a),for which purpose it may extend the Closing Date up to (but no more than)three times,for a further thirty (30)days each (for a maximum of ninety (90)days in the aggregate)(collectively,the “Further Extension Period”);or (c)within the Initial Extension Period or at any time within the Further Extension Period,have the right to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. 8.04 If at any time prior to Closing,the Vendor receives notification or otherwise becomes aware of any requirements imposed by an Authority,including without limitation any additional Heritage Requirements,not otherwise contemplated in this Section 8 and with which the Vendor must comply as a condition of completing the Transaction,then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date up to three (3)times for a period of thirty (30)days each time (maximum ninety (90)days)by notice in writing to Purchaser during which time the Vendor shall: (a)determine in its sole and unfettered discretion if such requirement can be satisfied so as to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date;or (b)have the right,with or without a determination pursuant to subsection (a)above,to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and the Deposit plus any interest accrued thereon shall,subject to Section 5.03,be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchasers obligations pursuant to Section 5.03 of this Agreement. SECTION 9 RISK 9.01 Until completion of this Agreement on the Closing Date,the Property shall be and remain at the risk of the Vendor,except as otherwise provided in Section 5.The Purchaser acknowledges that the Vendor,in respect of damage to the Property,is self-insured.In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchasers and/or its agents,consultants or representatives entries and/or activities on or to the Property,in which event Section 5.03 shall govern)(the “Pre-Closing Damage”),the Vendor may elect (i)to forthwith repair the Property to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price;or (ii)to reduce the Purchase Price by an amount equal to the cost required to complete the repair as estimated by an independent qualified architect or engineer jointly retained - 97 - -18- by the Vendor and the Purchaser,acting reasonably and at arm’s length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost,or (iii)to terminate this Agreement in which case the Deposit shall,subject to Section 5.03,be immediately returned to the Purchaser,with interest and without deduction,and neither party shall,subject to Section 5.03,have any further rights or obligations hereunder. 9.02 From and including the Closing Date,the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before,on or after the Closing Date and, without being limited by the foregoing,any state,nature,quality or condition in,on,under or near the Property existing as of the Closing Date,whenever and however arising,whether known or unknown and whether environmental or otherwise,and whether such responsibilities and liabilities are imposed by law,equity or any governing Authority. SECTION 10 VENDOR’S WARRANTIES,REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act,R.S.C. 1985,c.l (5th Supp.). 10.02 Any information provided by the Vendor or its agents,including the Property Documents,and any comments made by the Vendor,its employees,officers,directors,appointees,agents or consultants are for the assistance of the Purchaser in allowing it to make its own inquiries.The Vendor makes no representations or warranties as to,and takes no responsibility for,the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. SECTION 11 PURCHASER’S WARRANTIES,REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or OILC or with any of their respective directors,officers,appointees, employees or agents.The Purchaser agrees to provide a Statutory Declaration in the form attached hereto as Schedule D at the time of execution by the Purchaser of this Agreement.The Purchaser acknowledges that in the event that the information upon which the Statutory Declaration was provided has changed,the Purchaser shall inform the Vendor of such change up to and including the Closing Date. 11.02 The Purchaser represents and warrants to the Vendor that the execution,delivery and performance by the Purchaser of this Agreement,and each agreement to be executed and delivered pursuant hereto at Closing,to which the Purchaser is a party are within the Purchaser’s legal power and jurisdiction and,subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04,will have been duly authorized and approved by all necessary action on the part of the Purchaser. 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been,and,subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04,each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser,and this Agreement constitutes, - 98 - -19- and each agreement to be executed and delivered pursuant hereto at Closing,when so executed and delivered will constitute,the legal,valid and binding obligation of the Purchaser,enforceable against the Purchaser in accordance with their respective tenTis. 11.04 The Vendor shall deliver and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition,subject to:(i)the Lease(s);(ii)the Development Agreements; and (iii)the Permitted Encumbrances. 11.05 As of the Closing Date,the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. 11.06 Without limiting the generality of the foregoing,the Purchaser shall comply with the terms of the Permitted Encumbrances,any agreement entered into by the Vendor with any Authority relating to the Property,all other agreements relating to public utilities and municipal services,the Land Use Regulations,all relevant municipal by-laws and all registered restrictions.The Purchaser further agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date. SECTION 12 SEVERANCE 12.01 The Purchaser acknowledges that the Vendor will invoke “Crown Right”to sever property (i.e.the ability of the Crown to divide land referenced under the subdivision control provisions of the Planning Act)in connection with the Transaction. SECTION 13 REFERENCE PLAN(S) 13.01 The parties acknowledge that the Property may not be conveyed until such time as a reference plan(s)has been deposited with the Durham Land Registry Office.The Vendor agrees to prepare and deposit in the Durham Land Registry Office,a reference plan(s)of survey of the Lands.The Purchaser shall provide the Vendor with a draft reference plan for review prior to the deposit of such reference plan.The Purchaser shall pay,as an adjustment on Closing,the cost of preparing the above described reference plan(s)up to a maximum of S5,000.00.The Purchaser acknowledges that the southern boundary of the Lands that abut the 407 ETR corridor shall be established using the most current reference plans deposited by the Ministry of Transportation.The area of the Lands shall be conclusively determined by the above described reference plan. SECTION 14 TITLE 14.01 The Purchaser shall have until the day which is twenty (20)Business Days before the Closing Date (the “Requisition Date’)to investigate title to the Property at the Purchaser’s expense.The Purchaser agrees not to call for the production of any title deed,abstract,survey or other evidence of title to the Lands except such as are in the possession of OILC or the Vendor. 14.02 On the Closing Date,the Purchaser shall accept title to the Property in an As Is Where Is condition subject to the following: - 99 - -20 - (a)the Land Use Regulations; (b)the Development Agreements and notices thereof; (c)the Lease(s); (d)all Community Use Land obligation pursuant to the Seaton CSA;and (e)the Permitted Encumbrances. The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements,restrictions or covenants,encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If,prior to the expiry of the Requisition Date,the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove,remedy and satisfy and which the Purchaser will not waive,this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection,the Deposit shall,subject to Section 5.03,be returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such termination or otherwise out of this Agreement. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement,or any assignment of this Agreement,or any part of either,or register a caution in relation thereto,without,in each instance,obtaining the prior written consent of the Vendor,which consent may be arbitrarily and unreasonably withheld. 15.02 If the Vendor consents to an assignment of this Agreement to a third party (the “Assignee”).the Purchaser shall cause the Assignee and the Purchaser,to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement.The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee,such Assignee shall provide a similar representation,warranty and Statutory Declaration as required of the Purchaser in Section 11.01 SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall,as part of its acquisition of the Property,assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements,and it covenants to make all payments required by such Development Agreements and provide any - 100 - -21 - Development Agreement Security required pursuant to any such Development Agreement,whether such security is to be lodged with an Authority or otherwise,upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally with the other Private Landowners,except as explicitly provided in the Development Agreements. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA.The Purchaser agrees that at Closing, and as a condition of Closing,that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase I RFEA in respect of the Lands.The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community,whether or not the Lands are within the Phase 1 Lands,and shall take into account indexing as provided for in the Phase 1 RFEA.The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the “DC Credit Recovery Payment”. 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City.The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA,and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore,the Purchaser acknowledges that the infrastructure projects to be funded pursuant to the Pickering FIA are Cost Shared Services under the Seaton CSA,and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 16.05 The Purchaser acknowledges that the Lands include Phase 1 RFEA Lands and,therefore,prior to the issuance of a building permit with respect to the development of such lands,unless otherwise provided for in a front ending agreement relating to Subsequent Phase development,the Purchaser will have to pay,in addition to any Attribution Development Charges payable with respect to the development of the Lands,the Attribution Prepayment applicable to the Property.The Phase 1 RFEA provides that Development Charge Credits earned by virtue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building permits for lands that are Phase 1 RFEA Lands,and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA).Furthermore,by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a payment to the Seaton Trustee in an amount to be determined by the Seaton Trustee pursuant to the terms of the Seaton CSA,which will bring the Purchaser into a position in which the Purchaser will have funded the costs of Regional Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private Landowners within the Seaton Community,this payment to be referred to herein as the “Private Landowner Equivalency Payment”. 16.07 The Purchaser acknowledges and agrees that at Closing,it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee,unless otherwise - 101 - -77 - provided for herein,whether on a Developable Area Share or Drainage Area share or otherwise as applicable (referred to herein as Servicing Costs”). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA.The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee,and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. 16.09 The Seaton-Durham CSA provides for the recovery of certain costs of the construction of Regional Infrastructure that relate to the over-sizing of such services for which Development Charge Credits are not available.The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor,except for the Affidavit of Residence and Value of the Consideration (“Land Transfer Tax Affidavit”),which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs.The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors.Money must be tendered in Canadian funds by electronic wire,bank draft or negotiable cheque certified by a Canadian chartered bank,trust company,or credit union.The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned,the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the tendering party’s solicitor without the cooperation or participation of the other party’s solicitor, and specifically when the tendering party’s solicitor has electronically “signed”the Transfer/Deed of Land and any other closing document,if any,to be electronically registered for completeness and granted access to the other party’s solicitors to saine,but without the necessity for the tendering party’s solicitor actually releasing such documents to the other party’s solicitor for registration. - 102 - -23 - SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates,utility costs,rents,legal costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario.Such Adjustments shall be made on the basis that,except as may be otherwise expressly provided for in this Agreement: (a)the Vendor shall be responsible for all expenses and liabilities and entitled to all income from the Property up to the Closing Date;and (b)the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the Closing Date. 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonably possible.Any amounts payable by one party to the other,as determined by the parties,acting reasonably,shall be paid within thirty (30)days of the request for such payment.On the Closing Date,the Vendor and the Purchaser shall exchange undertakings to re-adjust the foregoing items,if necessary. 19.03 All Adjustments to be made under Section 19.01 shall be completed on or before the date which is no later than six (6)months from the Closing Date and no re-adjustment may be made by either party thereafter. SECTION 20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Rejbrrn Act,R.S.O.1990,c.L.4,and the Electronic Registration Act,SO.1991,c.44,and any amendments thereto,the Vendor and Purchaser acknowledge and agree that the exchange of closing funds,non registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a)not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction);and (b)be subject to conditions whereby the lawyer(s)receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers,the form of which is as recommended from time to time by the Law Society of Upper Canada (the “Document Registration Agreement”). SECTION 21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement,the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchasers solicitors on or before the Closing Date,each of the following: - 103 - -24 - (a)possession of the Property in an As Is Where Is condition,subject to the Leases,and subject to the rights of others as set out in the Permitted Encumbrances; (b)an assignment of the Lease,whether complete or partial,the Development Agreements and Permitted Encumbrances,as applicable; (c)notice to the tenant pursuant to the Lease informing it of the sale of the Lands and directing it to make future rent payments to the Purchaser; (d)an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax Affidavit); (e)an undertaking to re-adjust the statement of Adjustments,if necessary,upon written demand; (0 a direction regarding the payment of funds; (g)statement of Adjustments; (h)Document Registration Agreement as set out in Schedule E;and (i)such other deeds,conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement,the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor’s Solicitors on or before the Closing Date: (a)confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b)confirmation of wire transfer for any Development Agreement Payment payable to the Vendor,including the DC Credit Recovery Payment,the Private Landowner Equivalency Payment,and Servicing Costs; (c)a certified cheque,bank draft or confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; (d)confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement,if applicable (e)an undertaking to re-adjust the statement of Adjustments,if necessary,upon written demand; (f)HST Declaration and Indemnity,as contemplated in Section 4,if applicable; (g)an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the Execution Date pursuant to Section 11.01; (h)an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration - 104 - -25 - provided to the Vendor prior to the date of execution of this Agreement pursuant to Section 11.01; (i)Document Registration Agreement in the form attached as Schedule E; (j)an Assignment and Assumption Agreement for the Leases (k)an Assignment and Assumption Agreement for each of the Development Agreements,in substantially the same forms as were delivered as part of the closing of the Prior Purchased Lands; (I)a Participation Agreement in form attached hereto as schedule G; (m)an Assumption Agreement for the Permitted Encumbrances,as applicable; (n)the Purchaser’s Closing Agreement in the form attached hereto as schedule F; (o)such other deeds,conveyances,resolutions and other documents as the Vendor or its solicitors may reasonably require in order to implement the intent of this Agreement. SECTION 22 NOTICE 22.01 Any notice under this Agreement is sufficiently given if delivered personally or if sent by ordinary prepaid mail or prepaid courier or electronic facsimile machine (including e-mail)addressed to the Purchaser at: The Corporation of the City of Pickering One The Esplanade Pickering Ontario,LIV 6K7 Attention:Paul Bigioni,Director,Corporate Services and City Solicitor Telephone:(905)420-4660 ext.2048 Email:pbkioni(arickerine.ca and to the Purchasers Solicitors at: Torys LLP 79 Wellington Street West Suite 3000 Box 270,TD Centre Toronto Ontario,M5K lN2 Attention:Dan Ford /Andy Gibbons Telephone:(416)865-7372 /(416)865-8226 Email:clfordt4torys.com /azibbons(atorvs .com - 105 - -26 - and to the Vendor at: do Ontario Infrastructure and Lands Corporation Sales and Acquisitions I Dundas Street West Suite 2000 Toronto,ON M5G 2L6 Attention:Vice President,Sales and Acquisitions Facsimile:416-327-3942 And: Attention:Director,Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto,ON M5G 2C8 Facsimile:416-326-2854 or at such other addresses as the Vendor and the Purchaser may designate from time to time.Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or email,or,if mailed,three (3)Business Days after the same is mailed.Any party may,at any time by notice given in writing to the other party,change the address for service of notice on it. SECTION 23 CONFIDENTIALITY 23.01 The Vendor and Purchaser agree to take all necessary precautions to maintain the confidentiality of the terms and conditions contained herein.The parties acknowledge that this Agreement and any information or documents that are provided hereunder may be released pursuant to the applicable provisions of the Freedom of Information and Protection of Privacy Act,R.S.O.1990,c.F.3 1,as amended and the Municipal Freedom of InfOrmation and Protection of Privacy Act,R.S.O.1990, c.M.56,as amended and Open Data may be released pursuant to the Open Data Directive.This acknowledgment shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. 23.02 The Purchaser agrees to ensure that the Purchaser,its officers,employees,agents and sub contractors shall,subject to Section 23.01,maintain the confidentiality and security of all materials and information which is the property of the Vendor and in the possession or under the control of the Purchaser pursuant to this Agreement.The Purchaser agrees to ensure that the Purchaser,its officers,employees,agents and sub-contractors shall not directly or indirectly disclose or use,either during or following the tenn of this Agreement,except where required by law,any material or information belonging to the Vendor pursuant to this Agreement,without first obtaining the prior written consent of the Vendor for such disclosure or use and in the event of termination of this Agreement,the Purchaser will be responsible for returning all such documentation and information to the Vendor without making copies. - 106 - -27 - SECTION 24 GENERAL 24.01 Time shall in all respects be of the essence of this Agreement,provided that the time for doing or completing any matter provided for in this Agreement may be extended or abridged by an agreement in writing,signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly authorized in this regard.If anything in this Agreement is to be done on a day which is not a Business Day,the same shall be done on the next succeeding Business Day. 24.02 This Agreement shall be binding upon,and enure to the benefit of,the Vendor and the Purchaser and their respective successors and permitted assigns.The Vendor and the Purchaser acknowledge and agree that the representations,covenants,agreements,rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction,but shall survive completion and remain in full force and effect and be binding upon the parties,save and except as may be otherwise expressly provided for in this Agreement. 24.03 Whenever the singular is used in this Agreement,it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.04 This Agreement constitutes the entire agreement between the parties and there is no representation, warranty,collateral agreement or condition affecting this Agreement or the Property,except as specifically set forth in this Agreement.This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. 24.05 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.06 Wherever this Agreement makes reference to a requirement for the consent or approval of the Vendor,such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. 24.07 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar)nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.08 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance,to any extent,shall be determined to be invalid or unenforceable,the remainder of this Agreement or the application of such provisions or part thereof to any person,party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby.Each covenant,obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.09 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder,execute and deliver,make or cause to be made all such further acts,deeds,assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. - 107 - -28 - SECTION 25 IRREVOCABLE PERIOD 25.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor constitutes an offer under seal,which is irrevocable for twenty-five (25)days from the date it is submitted to the Vendor and open for acceptance by the Vendor during said twenty-five (25)day period.This offer,once accepted on the Execution Date,constitutes a binding contract of purchase and sale. This offer may be made and accepted by electronic transmission,including electronic signature provided that the original hard copy,with original signatures is received by both parties within five (5)days of the electronic acceptance.The Purchaser,in submitting this offer,acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor. [no further text on this page] - 108 - -29 - IN WITNESS WhEREOF the parties hereto have executed this Agreement as evidenced by their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this (day OfEl9. THE CORPORATION OF THE CITY OF PICKERING By:____________ Name: Title: By: _____________________________ Name: Title: I/We have authority to bind the Corporation ACCEPTED BY the Vendor this day of ,2019. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by THE MINISTER OF GOVERNMENT AN]) CONSUMER SERVICES as represented by ONTARIO INFRASTRUCTURE AND LANDS CORPORATION By: Name. Title: By: Name:éL t i4z Title: Authorizing Signing Officer - 109 - SCHEDULE A-i DESCRIPTION OF LANDS PART LOT 22,CONCESSION 5 PICKERING (Areas to be determined upon completion of the reference plan prepared pursuant to Section 13.01,and in accordance with the mapping at Schedule A-2) 38997-20)1 28267743.1 - 110 - SCHEDULE A-2 SKETCH OF LANDS Seaton Lands -Bundle 6 Transaction 5 - 111 - SCHEDULE B PERMITTED ENCUMBRANCES (a)General Encumbrances: (i)the Leases and any notices of such lease registered on title to the Lands,including all easements,rights of way,restrictions,restrictive covenants,servitudes and other similar rights in land contained in the Lease,which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants’interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii)liens for real property taxes (which term includes charges,rates and assessments) or charges for electricity,power,gas,water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii)any easements,rights of way,restrictions,building schemes,licences,restrictive covenants and servitudes,rights of access or use,airport zoning regulations and other similar rights in land (including,without limitation,rights of way and servitudes for sewers,drains,gas and water mains,electrical power,telephone and cable conduits,poles,wires or cables)granted to,reserved or taken by any person which do not,in the aggregate,materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease,licence,franchise,grant,agreement or permit,subdivision, development,servicing,encroachment,site plan,parking or other similar agreement with any Authority or public or private utility; (iv)title defects or irregularities which do not,in the aggregate,materially and adversely impair the use of the Property for the purpose for which it is presently held; (v)any cost sharing,common use,reciprocal or other similar agreements relating to the use and/or operation of the Property and/or adjoining properties provided the same are complied w i t h in all material respects and all security given by the parties thereto to each other to secure their respective obligations thereunder; (vi)any subsisting reservations,limitations,provisos,conditions or exceptions, including royalties,contained in the original grant of the Property from the Crown; (vii)any rights of expropriation,access or use,or any other right conferred or reserved by or in any statute of Canada or the Province of Ontario; (viii)the provisions of all applicable laws including by-laws,regulations,ordinances, land use contracts,development agreements and similar instruments relating (without limitation)to development,use and zoning; (ix)encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands encroaching on the Property which do not materially and adversely affect the present use of the Property; - 112 - (x)all registered and unregistered agreements,easements,rights,covenants and/or restrictions in favour of municipalities,publicly or privately regulated utilities or adjoining owners,or that otherwise run with the Lands;and (xi)any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. (b)Specific Encumbrances: (i)All instruments registered on title to the Property as of the Closing Date,including but not limited to: 1.Notice of the Phase 1 RFEA; 2.Notice of the Pickering FIA; 3.Notice of the Seaton CSA; 4.Notice of the Seaton-Durham CSA. - 113 - SCHEDULE C PROPERTY DOCUMENTS [Note:Vendor to provide within five (5)days of Execution Date in accordance with Section 5.05.] - 114 - SCHEDULE D STATUTORY DECLARATION Canada )IN THE MATTER OF THE TITLE TO <> Province of Ontario ) )AND IN THE MATTER OF A SALE THEREOF from HER )MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS )REPRESENTED BY THE MINISTER OF GOVERNMENT )AND CONSUMER SERVICES (the “Vendor”)to THE )CORPORATION OF THE CITY OF PICKERING (the )“Purchaser”) TO WIT:) I, _____________________, of the ____________________, in the Province of Ontario, DO SOLEMNLY DECLARE,that: 1.I am the ______________________ {title}of the Purchaser and as such have knowledge of the matters hereinafter declared. 2.The Purchaser and Ontario Infrastructure and Lands Corporation (“OILC”)are ann’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale,which would lead to the presumption that the parties are not arm’s length parties. 3.The Purchaser and the Vendor are arm’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale,which would lead to the presumption that the parties are not arm’s length parties. 4.Except as expressly set out in Schedule A to this Declaration: (a)to the best of the knowledge and belief of the undersigned,there are no outstanding legal disputes or actions between the Vendor and Purchaser; (b)the Purchaser is not in conflict with OILC with respect to the above transaction;and (c)the Purchaser is not in conflict with the Vendor with respect to the above transaction. AND I make this solemn Declaration conscientiously believing it to be true,and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act. DECLARED by the above-named ) Declarant,before me at the of ) - 115 - __________,this ) dayof ,201.) A Commissioner,etc.) - 116 - SCHEDULE E DOCUMENT REGISTRATION AGREEMENT DOCUMENT REGISTRATION AGREEMENT BETWEEN: (hereinafter referred to as the “Vendor’s Solicitor”) AND: (hereinafter referred to as the “Purchaser’s Solicitor”) RE:Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the “Vendor”)sale to <>(the “Purchaser”)of the property legally described as <>,City of<>, being the whole of PIN <>(LT)(the “Property”pursuant to an Agreement of Purchase and Sale between the Purchaser,as purchaser,and the Vendor,as vendor,dated <>and accepted <>(the “Purchase Agreement”),Scheduled to be completed on <>(the “Closing Date”) FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged),the parties hereto hereby undertake and agree as follows: Holding Deliveries I.The Vendor’s Solicitor and the Purchaser’s Solicitor shall hold all hinds.keys and closine In Escrow documentation exchanged between them (the “Requisite Delivcries”)in escrow,and s/ia/I not release or otherwise deal with same except in accordance ith the terms of this Agreement.Both the Vendor’s Solicitor and the Purchaser’s Solicitor have been authorized by their respective clients to enter into this Agreement.Once the Requisite Deliveries can he released in accordance with the terms of this Agreement,any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lender.’ Advisn of 2.Each of the parties hereto shall noti1’the other as soon as reasonably possible following Concerns with their respective receipt of the Requisite Deliveries (as applicable)of any defect(s)with respect to same. Delivedes Selecting Solicitor 3.The Purchaser’s Solicitor shall be responsible for the reoistration of the Electronic Responsible for Documents (as hereinafter dehned)unless the box set out below indicating that the Vendor’s Registration .... Solicitor will be responsible for such registration has been checked.For the purposes of this Agreement,the solicitor responsible for such registration shall he referred to as the “Registering Solicitor”and the other solicitor shall he referred to as the “Non-Registering Solicitor”: Vendor’s Solicitor will be registering the Electronic Documents Solicitors should continue to refer to the Law Society of Upper Canada practice guidelines relating to recommended procedures to follow for the discharge of’mortgages. - 117 - Responsibility of 4.The Non-Registering Solicitor shall,upon his/her receipt and approval of the RequisiteNon-Registering Deliveries (as applicable),electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier oft a)the registration of the Electronic Documents; b)the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows [________am.p.m.on the Closing Date I (the Rclease Deadline”),and provided that notice under paragraph 7 below has not been received;or c)receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. If the Purchase Agreement does not specil a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m.on the Closing Date. Responsibility of 5.The Registering Solicitor shall,subject to paragraph 7 below,on the Closing Date, following his/her receipt and approval of the Requisite Deliveries (as applicable),register the documents listed in Schedule A annexed hereto (referred to in this agreement as the “Electronic Documents”)in the stated order of priority therein set out,as soon as reasonably possible once same have been released for registration by the Non-Registering Solicitor,and immediately thereafter notd the Non-Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). Release of Requisite 6 Upon registration of the Electronic Documents and notification of the Non-Registering gsohotOr solicitor in accordance with paragraph 5 above,the Non-Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. Returning 7.Any of the parties hereto may notify the other party that he/she does not wish to proceed with the registration2 of the Electronic Documents,and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents,then each of the parties hereto shall forthwith return to the other party their respective Requisite Deliveries. Counterparts 8.This agreement may be signed in counterparts,and shall be read with all changes of gender&Gender and/or number as may be required by the context. Purchase 9.Nothing contained in this agreement shall be read or construed as altering the respectiveAgreementrightsandobligationsofthePurchaserandtheVendorasmoreparticularlysetoutinthePurchase Conflict or Agreement,and in the event of any conflict or inconsistency between the provisions of this Inconsistency agreement and the Purchase Agreement,then the latter shall prevail. Telefaxing 10.This agreement (or any counterpart hereof),and any of the closing documents hereinbefore &Provdng contemplated.may be exchanged by telefax or similar system reproducing the original,provided that Originals if all such documents have been properly executed by the appropriate parties.The party transmitting Requested any such document(s)shall also provide the original executed version(s)of same to the recipient within 2 business days after the Closing Date,unless the recipient has indicated that he/she does not require such original copies. 1 For the purpose ot this Agreement,the term registration”shall mean the issuance of registration number(s)in respect of the Electronic Documents by the appropriate Land Registiy Office. - 118 - Dated this ______ day of<>,201.Dated this day of <>,20l Name/Firm Name of Vendor’s Solicitor Name/Firm Name of Purchaser’s Solicitor <><> (Signature)(Signature) Note:This version of the Document Registration Agreemneizt was adopted by the Joint LS(]C-CB,40 committee on Electronic Registratioii of Title Documents on March 29,2004 amid posted to the web site on April 8,2004. Schedule “A” 1.Transfer from <>to <>. - 119 - SCHEDULE F CLOSING AGREEMENT TO:Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the Vendor’) AND TO:Ontario Infrastructure and Land Corporation (the “Vendor’s Agent”) RE:The Corporation of the City of Pickering (the “Purchaser”)purchase from the Vendor of the property legally described as Part XXX,Concession XXX,Geographic Township of Pickering,designated as Part XXX on Plan 40R-XXX,City of Pickering,Regional Municipality of Durham (the “Property”)pursuant to an Agreement of Purchase and Sale between the Purchaser and the Vendor dated XXX,as amended from time to time (the Purchase Agreement”) In consideration of and notwithstanding the Closing of the Transaction and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged): 1.The Purchaser agrees to accept,assume and take title the Property and any improvements thereon in an “As Is Vv’here Is”condition in accordance with Section 5.01 of the Purchase Agreement. 2.The Purchaser confinns that all provisions of the Purchase Agreement that by their express terms are to survive and not merge on Closing shall survive and not merge on Closing. 3.The Purchaser confirms that all representations and warranties made by the purchaser in the Purchase Agreement remain true and correct as if repeated here. 4.The Purchaser reaffirms all indemnities made by it in the Purchase Agreement. 5.The Purchaser reaffirms the release and covenant not to sue provided for in Section 5.08 and 5.10 of the Purchase Agreement. 6.This Agreement shall not merge on Closing but shall survive Closing. 7.Unless otherwise defined herein,all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 8.The Vendor and Vendor’s Agent may rely on a signed electronically transmitted copy of this Agreement which shall constitute and be treated for all purposes as signed original of this Agreement. - 120 - 9.This Agreement shall be binding upon the successors and permitted assigns of the Purchaser and shall enure to the benefit of the Vendor and its successors and assigns. DATED as of the XX day of XXX,2019. THE CORPORATION OF THE CITY OF PICKERING Per: ___________________________________ Name: Title: Per: ___________________________________ Name: Title: I have authority to bind the Corporation. - 121 - SCHEDULE G PARTICIPATION AGREEMENT BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES -and- THE CORPORATION OF THE CITY OF PICKERING RECITALS: A.Her Majesty the Queen in right of Ontario,as represented by the Minister of Government and Consumer Services (the “Province”)is the owner in fee simple of the land described in Appendix “A”to this Participation Agreement (the “Property”).Ontario Infrastructure and Lands Corporation confirms that it is the designated agent of the Province. B.The Corporation of the City of Pickering (the “Transferee”)is the proposed transferee of the Property as at the date hereof pursuant to an Agreement of Purchase and Sale between the Province and the Transferee,fully executed on <<Enter Date>>(the “Sale Agreement”). NOW THEREFORE in consideration of the mutual covenants hereinafter set forth,the transfer of the Property from the Province to the Transferee and other good and valuable consideration,the parties hereto agree as follows: 1.For the purposes of this Participation Agreement: “Base Amount”means [NTD —enter purchase pricej in respect of the Property,and recalculated in accordance with paragraph 2 below in respect of any portion of the Property. “Business Day”means any day on which the Government of Ontario normally conducts business. “Closing Date”means the date upon which the Property is transferred by the Province to the Transferee pursuant to the Sale Agreement,being <<Enter Closing Date>>. “Profit”means the amount by which the Sale Price exceeds the Base Amount with respect to the Property or portion thereof. “Purpose”has the meaning ascribed thereto in paragraph 2 below. “Sale Price”means the value in lawful money of Canada of all consideration and benefit paid or agreed to be paid for the Property or portion thereof,including all buildings and improvements,by a - 122 - purchaser dealing with the Transferee,including the value of all chattels situate thereon which are then owned by the Transferee and which are intended to pass on such sale transaction and the value of any encumbrances or mortgages assumed by such purchaser or taken back as part of the consideration for such sale transaction,less the aggregate of the following: (a)the cumulative total of any and all capital improvements to the Property or portion thereof less any amortization taken in respect thereof (as determined in accordance with generally accepted accounting principles and to account for the depreciation of the capital improvements and any diminution in value due to damage,faulty workmanship,construction defects or other causes)made by the Transferee after it acquired the Property or portion thereof; (b)any real estate commission payable by the Transferee in disposing of the Property or portion thereof to such a third-party purchaser in an amount not to exceed the then current industry practice;and (c)reasonable legal and accounting fees payable by the Transferee in disposing of the Property or portion thereof. “Term”means the period commencing on the date hereof and expiring on the date which is ten (10) years following the Closing Date hereof. “Transferee”has the meaning ascribed to such term in the Recitals hereto,and shall also include any successor in title to the Property during the Term. 2.It is the express intention of the Province and the Transferee that there shall be no speculation with respect to all or any portion of the Property.In the event of a sale or proposed sale of all or any portion of the Property by the Transferee or any affiliated company of the Transferee as that term is defined in the Business corporations Act,R.S.O.1990,c.B.16.at any time during the Term,at the option of the Province,either (i)the Province shall have the right to repurchase the Property at the same price paid by the Transferee to the Province pursuant to the Sale Agreement,plus the cumulative total of any and all capital improvements made by the Transferee to the Property from and after it acquired the Property (as determined in accordance with generally accepted accounting principles and to account for the depreciation of the capital improvements and any diminution in value due to damage,faulty workmanship,construction defects or other causes),or (ii)one hundred percent (100%)of any Profit as defined below shall be paid to the Province and the amount of such Profit shall be a charge on the Property in favour of the Province until paid.In determining the Base Amount and calculating the Profit for the proposed sale of any portion of the Property,the Base Amount shall be adjusted and calculated on a pro-rata basis based on the acreage of such portion being transferred, as shown by evidence (e.g.a reference plan)provided by the Transferee to the Province at no cost to the Province,to the satisfaction of the Province.At the request of the Province,the Transferee shall enter into a charge or other form of security,acceptable to the Province at its sole,unfettered discretion,to secure payment of the Profit.With respect to any capital improvement costs or other costs or expenses involved in the calculation of the Sale Price,Profit or the price at which the Province is to repurchase the Property in accordance with this Agreement,the Transferee shall provide all documents,records and invoices in sufficient detail,at no cost to the Province,to allow analysis and approval of such calculation(s)by the Province. - 123 - For the purposes of this provision,the Transferee and the Province acknowledge that the purpose for which the Property is being purchased is for {](the “Purpose”).In the event that the Transferee does not begin to use and thereafter continue to use the Property for the Purpose within years following the Closing Date,which shall be evidenced by [NTD:TBD],then the Province shall have the right to repurchase the Property at the same price paid by The Corporation of the City of Pickering to the Province pursuant to the Sale Agreement and the Transferee shall return the Property to the Province in its original condition it was in immediately prior to the transfer of the Property from the Province to The Corporation of the City of Pickering and,if applicable,the Transferee shall have the obligation to restore the Property to such condition at no cost to the Province. The Transferee acknowledges that the Province may be required to obtain certain approvals to exercise any of the options under this Participation Agreement. 3.The Transferee acknowledges and agrees that the Province shall have all the rights and remedies of a secured party under the Personal Property Security Act and a mortgagee under the Mortgages Act in the event that such Transferee fails to pay any amount owing to the Province pursuant to this Participation Agreement. 4.On the Closing Date the Transferee will register in the appropriate land registry office a Notice of this Participation Agreement on title to the Property immediately following the transfer to the Transferee and prior to any mortgage or other instrument. 5.The Transferee acknowledges that the provisions of this Participation Agreement run with title to the Property,and the Transferee covenants not to sell,transfer or otherwise alienate the Property or any part thereof to any affiliated entity or any third party unless such transferee agrees in writing to assume the obligations of the Transferee herein and be bound by the terms of this Participation Agreement in respect of the Property or such part thereof,as the case may be,in a form satisfactory to the Province. 6.At least 15 Business Days prior to the scheduled completion of a transfer of title to the Property or portion thereof,the Transferee shall deliver to the Province a sworn declaration setting forth the proposed Sale Price and if there is any Profit,including information used to calculate the Sale Price and Base Amount in accordance with this Participation Agreement,in reasonable detail to allow analysis and approval of the calculation of the Sale Price and Profit (if any)by the Province.The declaration shall also include the calculation of the Profit payable by the Transferee to the Province. Prior to the completion of any transfer of the Property or any portion thereof by the Transferee,the Transferee must first obtain the approval of the calculation of the Sale Price and the Profit,in writing, from the Province,and make arrangements to pay the Profit to the Province,if any,which arrangements must be satisfactory to the Province,acting reasonably. 7.Any notice under this Participation Agreement is sufficiently given if delivered personally or if sent by ordinary prepaid mail or prepaid courier,electronic facsimile machine or similar electronic means (including e-mail)addressed to the Transferee at: F 1 - 124 - and to the Transfere&s solicitor at: 1 and to the Province at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 Toronto,ON M5G 2L6 Attention:Vice President,Sales and Acquisitions Facsimile:416-327-3942 And: Attention:Director,Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto,ON M5G 2C8 Facsimile:416-326-2854 or at such other addresses as the parties may designate from time to time.Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or similar electronic means (including e-mail),or,if mailed,three (3)Business Days after the same is mailed.Any party may,at any time by notice given in writing to the other party, change the address for service of notice on it. 8.This Participation Agreement may be executed and delivered in counterparts and any such counterpart may be delivered in its original form or by facsimile transmission and each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same Agreement. 9.This Participation Agreement shall be binding upon,and enure to the benefit of the Transferee and the Province and their respective successors and permitted assigns. IBALANCE OF PAGE INTENTIONALLY LEFT BLANK -SIGNING PAGE FOLLOWS] - 125 - DATED the <<Day>>,day of <<Month>>,<<Year>>. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: By: Name: Title: 1/We have authority to bind the Corporation. DATED the <<Day>>,day of <<Month>>,<<Year>>. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES AS REPRESENTED BY ONTARIO INFRASTRUCTURE AND LANDS CORPORATION Per: Name:<<Director/Project Manager’s Name>> Title:<<Title>>,Sales,Easements &Acquisitions I have the authority to bind the Corporation. - 126 - F 1 APPENDIX “A” - 127 - - 128 - Attachment No. 4 to Report CAO 02-20 - 129 - - 130 - - 131 - - 132 - - 133 - - 134 - - 135 - - 136 - - 137 - - 138 - - 139 - - 140 - - 141 - - 142 - - 143 - - 144 - - 145 - - 146 - - 147 - - 148 - - 149 - - 150 - - 151 - - 152 - - 153 - - 154 - - 155 - - 156 - Tony Prevedel Chief Administrative Officer - 157 - - 158 - - 159 - - 160 - - 161 - - 162 - - 163 - - 164 - - 165 - - 166 - - 167 - - 168 - - 169 - - 170 - - 171 - - 172 - - 173 - - 174 - - 175 - IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date first written above. ■ Per: _________________ _ Name: Title: Per: ________________ _ Name: Title: 1/W e have the authority to bind the Corporation. THE CORPORATION OF THE CITY OF PICKERING Per:. _________________ _ Name: Title: Per: ------------------Name: Title: I/ We have the authority to bind the Corporation. 38997-2004 29477789.5 Tony PrevedelChief Administrative Chief - 176 - - 177 - - 178 - 38997-2005 28875220.8 Execution Version THE CORPORATION OF THE CITY OF PICKERING as “Vendor” and 10466921 CANADA INC. as “Purchaser” AGREEMENT OF PURCHASE AND SALE Employment Land – 2019 (Part of Parcel 3) Attachment No. 5 to Report CAO 02-20 - 179 - 38997-2005 28875220.8 TABLE OF CONTENTS SECTION 1 DEFINITIONS ......................................................................................................... 1 SECTION 2 AGREEMENT OF PURCHASE AND SALE ............................................................ 7 SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE ...................................................... 7 SECTION 4 HARMONIZED SALES TAX ................................................................................... 9 SECTION 5 "AS IS WHERE IS", PURCHASER’S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY ............................................................................................. 9 SECTION 6 CLOSING CONDITIONS ...................................................................................... 13 SECTION 7 INTENTIONALLY DELETED .............................................................................. 15 SECTION 8 CLASS EA REQUIREMENTS / ABORIGINAL CLAIMS ...................................... 15 SECTION 9 RISK ..................................................................................................................... 15 SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS ............. 16 SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS ...... 16 SECTION 12 INTENTIONALLY DELETED ............................................................................. 17 SECTION 13 REFERENCE PLAN(S) ........................................................................................ 17 SECTION 14 TITLE.................................................................................................................. 17 SECTION 15 NO ASSIGNMENT ETC. ..................................................................................... 18 SECTION 16 DEVELOPMENT AGREEMENTS ....................................................................... 18 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS ....... 20 SECTION 18 TENDER .............................................................................................................. 20 SECTION 19 ADJUSTMENTS .................................................................................................. 21 SECTION 20 ELECTRONIC REGISTRATION ........................................................................ 21 SECTION 21 CLOSING DELIVERABLES................................................................................ 22 SECTION 22 NOTICE .............................................................................................................. 23 SECTION 23 CONFIDENTIALITY ........................................................................................... 24 SECTION 24 GENERAL ........................................................................................................... 25 SECTION 25 IRREVOCABLE PERIOD ................................................................................... 26 - 180 - 38997-2005 28875220.8 AGREEMENT OF PURCHASE AND SALE BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the “Vendor”) OF THE FIRST PART - and - 10466921 CANADA INC. (hereinafter called the “Purchaser”) OF THE SECOND PART RECITALS: A. The Vendor has entered into an agreement of purchase and sale (the “HMQ Purchase Agreement”) with Her Majesty The Queen in Right of Ontario, as represented by The Minister of Government and Consumer Services (“HMQ”) for the purpose of acquiring the fee simple interest in the property defined as the “Lands” in Section 1.01(pp) of this Agreement in order to immediately thereafter, sell such fee simple interest in the Lands to the Purchaser. B. HMQ is the owner in fee simple of the Lands as of the date hereof. C. The Lands are subject to the Development Agreements, and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. D. The Lands are subject to the Lease(s), and the Purchaser has agreed to assume the Lease(s) as they relate to the Lands. E. The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning, the terms defined in this Section 1.01 for all purposes of this Agreement, shall have the meanings set out below: - 181 - 38997-2005 28875220.8 - 2 - (a) “Adjustments” means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. (b) “Affiliate” has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. (c) “Agreement” means collectively, this agreement of purchase and sale, all Schedules attached hereto and every properly executed instrument which by its terms amends, modifies or supplements this Agreement. (d) “Applicable Laws” means, collectively, all statutes, laws, by-laws, regulations, ordinances and orders of any governmental Authority, including without limitation all Land Use Regulations. (e) “As Is Where Is” has the meaning ascribed to it in Section 5.01. (f) “Assignee” has the meaning ascribed to it in Section 15.02. (g) “Assignment and Assumption Agreement” means an agreement by which the Vendor shall assign and the Purchaser shall become a party to a Development Agreement, Lease, Permitted Encumbrance or the Participation Agreement and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement, Lease, Permitted Encumbrance or the Participation Agreement. (h) “Attribution Development Charges” means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase 1 RFEA) from time to time. (i) “Attribution Prepayment” means the sum of the “Regional Attribution Water Supply DC Prepayment” and the “Regional Attribution Sanitary Sewerage DC Prepayment” (as such terms are defined in the Phase 1 RFEA) from time to time. (j) “Authority” means any governmental or quasi-governmental authority, regulatory authority, government department, agency, commission, board, tribunal, body or department, or any court, whether federal, provincial or municipal, having jurisdiction over the Property, or the use thereof, and includes the City and the Region. (k) “Buildings” means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, upon or under the Lands, and all improvements and fixtures of the Vendor contained in, upon or on such buildings and structures which are used in the operation of same, and “Building” means any one of the Buildings. (l) “Business Day” means any day on which the Government of Ontario normally conducts business. (m) “City” means the City of Pickering. (n) “Class EA” means the Class Environmental Assessment Process for the Ministry of Infrastructure as it applies to OILC realty activities (being as at the Execution Date, - 182 - 38997-2005 28875220.8 - 3 - the “Ministry of Infrastructure Public Work Class Environmental Assessment (Office Consolidation)”, as approved April 28, 2004 and amended on September 11, 2008 and on October 31, 2012), as approved, amended, or renewed from time to time by the Minister of the Environment and Climate Change pursuant to Section 14 of the Environmental Assessment Act, R.S.O. 1990, c. E.18. (o) “Class EA Requirements” has the meaning ascribed to it in Section 8.01. (p) “Closing” means the closing of the Transaction, including without limitation, the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. (q) “Closing Date” means the later of (i) the day on which the Vendor acquires the Property from HMQ pursuant to the closing of the HMQ Purchase Agreement; and (ii) the date which is fourteen (14) days following the deposit of the Reference Plan with the Land Registry Office, or such other date as the Parties may otherwise mutually agree, acting reasonably. (r) “Community Use Land” has the meaning ascribed to it in the Seaton CSA. (s) “Contaminant” has, for the purposes of this Agreement, the same meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended, and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (t) “Cost Shared Service” has the meaning ascribed to it in the Seaton CSA. (u) “DC Credit Recovery Payment” has the meaning ascribed to it in Section 16.03. (v) “Deposit” has the meaning ascribed to it in Section 3.01. (w) “Developable Area Share” has the meaning ascribed to it in the Seaton CSA. (x) “Development Agreements” means, collectively, the Phase 1 RFEA, the Seaton CSA, the Pickering FIA, the Seaton-Durham CSA and the Master Parks Agreement, and “Development Agreement” means any one of such agreements. (y) “Development Agreement Payment” means any payment required to be made, or security to be provided, to an Authority, to the Vendor, or to a trustee named under a Development Agreement, by the Purchaser at Closing hereunder and whether required by an Assignment and Assumption Agreement or otherwise, and includes, but is not limited to, the DC Credit Recovery Payment, Attribution Prepayment, Development Agreement Security, Development Charge Payments, and Private Land Landowner Equivalency Payment. (z) “Development Agreement Security” means any security required to be delivered by a Private Landowner pursuant to a Development Agreement, whether by letter of credit or otherwise. (aa) “Development Charge Credits” means the development charge credits earned pursuant to the Phase 1 RFEA. - 183 - 38997-2005 28875220.8 - 4 - (bb) “Development Charge Prepayments” means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase 1 RFEA upon the development of Employment Lands. (cc) “Drainage Area Share” has the meaning ascribed to such term in the Seaton CSA. (dd) “Durham Owners” has the meaning ascribed to it in the Seaton-Durham CSA. (ee) “Employment Lands” means those lands designated as “Prestige Employment Lands” in the ‘Central Pickering Development Plan’. (ff) “Environmental Law” means, collectively, all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws, common law and deed restrictions, all by-laws, regulations, codes, licences, permits, orders, directives, guidelines, decisions rendered by any governmental Authority relating to the protection of the environment, natural resources, public health, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any Hazardous Substance, and all authorizations issued pursuant to such Applicable Laws, agreements or statutory requirements. (gg) “Environmental Objection” has the meaning ascribed to it in Section 5.02. (hh) “Environmental Reports” means the reports relating to the environmental condition of the Lands as identified in Schedule C. (ii) “Execution Date” means the date on which this Agreement has been executed and delivered by all parties hereto. (jj) “Hazardous Substance” includes, but is not limited to any hazardous or toxic chemical, waste, by-product, pollutant, contaminant, compound, product or substance, including without limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleum and its derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of, which is prohibited, controlled or regulated by any and is defined in or pursuant to any Environmental Law. (kk) “HMQ” has the meaning ascribed to it in the recitals of this Agreement. (ll) “HMQ Acquisition Costs” has the meaning ascribed to it in Section 17.02. (mm) “HMQ Purchase Agreement” has the meaning ascribed to it in the recitals to this Agreement. (nn) “HST” has the meaning ascribed to it in Section 4.01 of this Agreement. (oo) “Inspection Period” means that period of time commencing on the Execution Date and ending at 5:00 p.m. (Toronto time) on April 24, 2020. - 184 - 38997-2005 28875220.8 - 5 - (pp) “Lands” means the lands described and set forth at Schedules “A-1” and “A-2”. [NTD – to be updated upon receipt of Reference Plan] (qq) “Land Use Regulations” means collectively, any land use policies, regulations, by-laws, or plans of any Authority that apply to the use of the Property, including the existing Official Plans, zoning by-laws and zoning orders. (rr) “Land Transfer Tax Affidavit” has the meaning ascribed to it in Section 17.01. (ss) “Lease(s)” means all leases or licences of any portion of the Lands in force at Closing. (tt) “Master Parks Agreement” means the Master Parks Agreement dated May 1, 2017 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (uu) “Municipality” means the municipality (or municipalities) where the Property is located. (vv) “Offer Date” means the date the offer herein is submitted to the Vendor by the Purchaser. (ww) “OILC” means Ontario Infrastructure and Lands Corporation. (xx) “Open Data” means data that is required to be released to the public pursuant to the Open Data Directive. (yy) “Open Data Directive” means the Management Board of Cabinet’s Open Data Directive, updated on April 29, 2016, as same may be amended from time to time. (zz) “Participation Agreement” means the participation agreement to be entered into between the Vendor and HMQ at Closing, which participation agreement shall be substantively in the form attached to the HMQ Purchase Agreement as Schedule G. (aaa) “Permitted Encumbrances” means, collectively, the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. (bbb) “Phase 1 RFEA” has the meaning ascribed to such term in the Seaton CSA. (ccc) “Phase 1 RFEA Lands” has the meaning ascribed to such term in the Phase 1 RFEA. (ddd) “Pickering FIA” means the Financial Impacts Agreement dated November 26, 2015 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the developmen t of lands in Seaton. (eee) “Private Landowner” has the meaning ascribed to such term in the Seaton CSA. (fff) “Private Landowner Equivalency Payment” has the meaning ascribed to it in Section 16.06. - 185 - 38997-2005 28875220.8 - 6 - (ggg) “Property” means, collectively, all of the right, title and interest of the Vendor in and to the Lands and the Buildings. (hhh) “Property Documents” means the documents in OILC’s current possession and related to the Property, as set out in Schedule C, and shall include, but shall not be limited to: (A) executed copies of any assignable service contracts, operating agreements and management agreements; (B) copies of assignable guarantees and warranties of materials, workmanship, labour and materials relating to the Property that are still in effect; (C) copies of the Environmental Reports, heritage reports, archaeological reports or any other report relating to the physical, geotechnical or environmental condition of the Property; (D) copies of all Lease(s); (E) copies of all Permitted Encumbrances which are not registered against title to the Property; and (F) any plan of survey of the boundaries of the Property. (iii) “Provincial Successor” has the meaning ascribed to such term in the Seaton CSA. (jjj) “Purchase Price” means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments. (kkk) “Purchaser’s Reports” has the meaning ascribed to it in Section 5.06. (lll) “Reference Plan” has the meaning ascribed to it in Section 13.01. (mmm) “Region” means the Regional Municipality of Durham. (nnn) “Regional Infrastructure” has the meaning ascribed to it in the Seaton CSA. (ooo) “ROFR Agreement” means the ROFR Agreement attached hereto as Schedule G to be entered into between the Vendor and the Purchaser on Closing. (ppp) “Seaton Community” means the developable land as determined by the Central Pickering Development Plan, as may be further refined, and as determined by the Seaton CSA. (qqq) “Seaton CSA” means the Amended and Restated Cost Sharing Agreement dated November 26, 2015 between the Vendor and other owners of development land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (rrr) “Seaton-Durham CSA” means an agreement dated November 26, 2015 between the Vendor, the Private Landowners and the Durham Owners to provide for the recovery of - 186 - 38997-2005 28875220.8 - 7 - certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. (sss) “Seaton Trustee” means the trustee as provided for in the Seaton CSA, as it is from time to time. As of the Execution Date, the Seaton Trustee is North Pickering Community Management Inc. (ttt) “Servicing Costs” has the meaning ascribed to it in Section 16.07. (uuu) “Subsequent Phase” means development of land in the Seaton Community, the development of which is not covered by the Phase 1 RFEA, and for which no allocation of sewer or water capacity has currently be granted by any Authority. (vvv) “Transaction” means, collectively, the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. SECTION 2 AGREEMENT OF PURCHASE AND SALE 2.01 Subject to the closing of the HMQ Purchase Agreement and the transfer of fee simple interest in the Lands to the Vendor pursuant thereto, the Vendor agrees to sell, transfer and assign to the Purchaser all of the right, title and interest of the Vendor in the Property and the Purchaser agrees to purchase, acquire and assume the Property from the Vendor for the P urchase Price which shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments on the Closing Date. 2.02 The Purchase Price shall be calculated by multiplying the area of the Lands in acres by a per acre price of: (a) ONE HUNDRED AND FIFTY-EIGHT THOUSAND DOLLARS ($158,000.00) per acre. It is estimated that the area of the Table Lands is approximately 1.12 acres more or less, which would result in a Purchase Price of ONE HUNDRED AND SEVENTY-SIX THOUSAND NINE HUNDRED AND SIXTY DOLLARS ($176,960.00). Prior to Closing the area of the Lands shall be conclusively determined by the reference plan to be prepared in accordance with Section 13.01. 2.03 The Purchaser shall NOT be entitled to direct title of the Property to any other person or entity at Closing. SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor’s solicitor in trust, by wire transfer: (a) Within two (2) Business Days of the Execution Date, the amount of $88,480.00, being equal to fifty percent (50%) of the estimated Purchase Price, as estimated at Section 2.02 hereof, as a deposit to be credited towards the Purchase Price on the Closing Date; and - 187 - 38997-2005 28875220.8 - 8 - (b) Within two (2) Business Days of the waiver of the Purchaser’s conditions in Section 5 and Section 6.04, a further amount of $88,480.00, being equal to fifty percent (50%) of the estimated Purchase Price, as estimated at Section 2.02 hereof, as a further deposit to be credited towards the Purchase Price on the Closing Date, collectively, the “Deposit”. 3.02 The parties authorize the Vendor to invest the Deposit with a Canadian bank as identified in Schedule I of the Bank Act, R.S., 1991, c. B.46 (Canada) in a term or certificate of deposit (such investment to be available to the Vendor through its trust account bank and which investment allows liquidation of the investment as necessary for the anticipated Closing Date or earlier termination of this Agreement as herein provided) if the Vendor determines, acting reasonably, that anticipated interest to be earned will justify any related expenses, considering the rate of interest to be earned and the anticipated time the Deposit will be held before Closing. Any and all interest earned thereon shall accrue to the benefit of and, subject to Sections 3.03 and 5.03, be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. 3.03 In the event that this Agreement is terminated due to a specific default by the Purchaser, then the Deposit, together with all interest accrued thereon, shall be forfeited to the Vendor as liquidated damages and not as a penalty. 3.04 If the Transaction is completed, the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct forthwith following Closing. 3.05 On Closing the Purchase Price shall be paid and satisfied as follows: (a) by release of the Deposit to the Vendor; and (b) the balance of the Purchase Price, as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to, at the election of the Vendor, either (i) the Vendor in trust, or (ii) HMQ by way of a written direction from the Vendor, which direction shall be provided not less than two (2) Business Days prior to Closing. The balance of the Purchase Price shall be payable by way of wire transfer, such payment being deemed to have been made when the recipient’s financial institution confirms receipt of such wire transfer. 3.06 In addition to the Purchase Price, at Closing the Purchaser shall pay, or cause to be paid, all Development Agreement Payments to the Vendor, to the applicable Authority, or to the applicable trustee under a Development Agreement, as applicable. 3.07 The Purchaser acknowledges that at Closing it will be required to provide, or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.08 The Transaction shall be completed on the Closing Date at the offices of the Vendor’s solicitors. - 188 - 38997-2005 28875220.8 - 9 - SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax (“HST”) payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act, R.S.C. 1985, c. E.15 (Canada) (the “Act”). Subject to Section 4.02, the Purchaser agrees to pay to the Vendor, on the Closing Date, as a condition of completion of this Transaction by wire transfer, certified cheque or bank draft, all HST payable as a result of this Transaction in accordance with the Act. 4.02 Notwithstanding Section 4.01 above, the Vendor shall not collect HST from the Purchaser in this Transaction if, on Closing, the Purchaser is registered under the Act and in that event, the Purchaser shall: (a) file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act; and (b) provide to the Vendor, on the Closing Date, a certificate confirming that the Purchaser is registered under the Act for the purposes of collecting and remitting HST, and confirming its HST registration number under the Act, together with an indemnity in favour of the Vendor for any and all HST, fines, penalties, actions, costs, losses, claims, damages or expenses and/or interest which may become payable by, or assessed against, the Vendor as a result of the Vendor’s failure to collect HST from the Purchaser on the Closing Date, such certificate and indemnity to be in a form satisfactory to the Vendor’s solicitor, acting reasonably, failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. 4.03 The Purchaser's obligations under this Section 4 shall survive and not merge on Closing. SECTION 5 "AS IS WHERE IS", PURCHASER’S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a) in entering into this Agreement, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property, including, without limitation, the physical and environmental condition of the Property and a review of any documentation respecting the Property, and the Purchaser acknowledges it is not relying on any information furnished by the Vendor or any other person on behalf of, or at the direction of, the Vendor in connection therewith; (b) the Purchaser is purchasing and shall accept, assume and take title to the Property and any improvements thereon in an “As Is, Where Is” condition. The term “As Is, Where Is” means in its condition or state on the Offer Date, without any agreement, representation or warranty of any kind whatsoever, either express or implied on the part of the Vendor, as to the condition of the soil, the subsoil, the ground and surface water or any other environmental matters, the condition of the Lands, suitability for development, physical - 189 - 38997-2005 28875220.8 - 10 - characteristics, profitability, the condition of the Buildings, or any other matter respecting the Property whatsoever, including without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant, the use to which the Property may be put and its zoning, the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser’s intended development of the Property, or as to the accuracy, currency or completeness of any information or documentation supplied to the Purchaser in connection with the Property; and (c) the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof. The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing, the Purchaser accepts, assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not make and is not authorized by the Vendor to make, prior to completion of this Transaction, any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property, including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Property. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period, the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil, the subsoil, the ground and surface water or any other environmental matter relating to the Property, including, without limitation, comp liance with Environmental Law, the existence of any Hazardous Substance or Contaminant. If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on, in, at, under, emanating from or onto the Property that would be in excess of the guidelines for any of the permitted uses under the current zoning by-law affecting the Property, the risk or presence of which the Purchaser is not prepared to assume, then the Purchaser shall, by written notice, provide such evidence to the Vendor within the Inspection Period by way of a report of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance, Hazardous Substance or Contaminant and quantify the remediation cost (collectively, an “Environmental Objection”). Upon receipt of an Environmental Objection, the Vendor may, at its option and in its sole discretion: (a) undertake, as the Purchaser’s sole and exclusive remedy, to take such actions, complete such work and/or implement such measures, in the Vendor’s sole discretion as to means and methods, as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after the Closing Date if compliance prior to Closing is not, in the Vendor’s opinion, reasonably possible; (b) credit the Purchaser, as the Purchaser’s sole and exclusive remedy, the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price, in which event the Purchaser shall, on Closing, expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and - 190 - 38997-2005 28875220.8 - 11 - liabilities whatsoever arising from the Purchaser’s failure to remediate the Hazardous Substance, Contaminant and/or matter of non-compliance; (c) terminate this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor; or (d) refuse to do either (a), (b), or (c) above in which event the Purchaser shall have the option of either: (i) completing the Transaction without adjustment to the Purchase Price; or (ii) terminating this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor. The Vendor shall have fifteen (15) Business Days from receipt of the Environmental Objection to make its election under (a), (b), (c) or (d) above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said fifteen (15) Business Day period, the Vendor will be deemed to have elected option (d) above. The Purchaser shall have five (5) days from the date of the Vendor's election or deemed election under (d) above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph (d) above and in the event the Purchaser fails to make an election within said five (5) day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. 5.03 During the Inspection Period, the Vendor will permit the Purchaser together with its employees, agents or consultants access to the Property, at reasonable times and upon a minimum of five (5) Business Days’ prior written notice to the Vendor, to carry out, at the Purchaser’s sole expense and risk, such investigations, tests and inspections as the Purchaser deems necessary, provided that the Purchaser takes all reasonable care in the conduct of such investigations, tests and inspections. All tests, investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property. The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations, tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the same condition it was in prior to such investigations, tests and inspections. The Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser’s and/or its agents’ or consultants’ presence on the Property or the Purchaser’s and/or its agents’ or consultants’ activities on or in connection with the Property. The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses, costs, claims, third party actions, damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03. The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2) years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser, the Property Documents listed in Schedule C and the Development Agreements within three (3) days of the date of receipt by the Vendor of same from the HMQ. The Purchaser acknowledges and agrees that: (i) the Property Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations - 191 - 38997-2005 28875220.8 - 12 - or warranties whatsoever with respect to the content, completeness or accuracy of the Property Documents, or the environmental or any other condition of the Property; (ii) the Vendor shall not be liable to the Purchaser, its agents, employees or lending insti tution in any way for any error, omission or inaccuracy contained in any Property Document; (iii) as of the Closing Date, the Purchaser shall become solely liable for all conditions and Hazardous Substances and/or Contaminants existing at the Property, whether known or unknown by the Purchaser, and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property; and (iv) the Purchaser has received a copy of the draft Participation Agreement which will be registered on title prior to Closing and, for greater certainty, shall be a Permitted Encumbrance. 5.06 The Purchaser covenants and agrees that the Property Documents provided by the Vendor and any and all third party reports, findings, recommendations, opinions and information resulting from the Purchaser’s due diligence (“Purchaser’s Reports”) and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23. If this Agreement is terminated for any reason, the Purchaser will promptly return to the Vendor all Purchaser’s Reports and Property Documents without keeping copies. The Purchaser shall deliver to the Vendor forthwith following receipt, copies of any and all Purchaser’s Reports the Purchaser commissions or obtains during the course of its investigations. 5.07 In the absence of the Purchaser delivering: (i) an Environmental Objection; and (ii) a notice to terminate the Agreement under Section 5.02(d), the Purchaser shall be conclusively deemed to accept the Property in its As Is, Where Is condition, having waived all requisitions concerning any matters relating to the Property, and the Purchaser shall accept full responsibility for all conditions related to the Property, and the Purchaser shall comply, at its sole cost, with all orders relating to the condition of the Property issued by any competent government Authority, court or administrative tribunal, including any order issued against the Vendor including without limitation, any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 5.08 As an inducement to, and as further consideration for, the Vendor agreeing to sell the Property to the Purchaser upon the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser shall forever release and covenant not to sue the Vendor and its affiliates, subsidiaries, related legal entities, employees, directors, officers, appointees and agents (each individually, a “Vendor Party” and collectively, the “Vendor Parties”) with respect to anything arising out of the environmental or any other condition of the Property as of the Closing Date or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property as of the Closing Date, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser’s Reports or any other report, document or information discovered during the course of the Purchaser’s due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. 5.09 From and after the Closing Date, the Purchaser shall be responsible for, and hereby agrees to indemnify, defend and save harmless the Vendor Parties from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative - 192 - 38997-2005 28875220.8 - 13 - hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 5.10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests, including, but not limited to, an agreement whereby the Purchaser shall reaffirm the release, covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as Schedule H. Notwithstanding the foregoing, the release, covenant not to sue and indemnifications set forth in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser, and Purchaser shall be bound by them, regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein, this Section 5 shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION 6 CLOSING CONDITIONS 6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or ti me specified in this Agreement: (a) each of HMQ and the Vendor shall have satisfied or waived all of the conditions and requirements set out in the HMQ Purchase Agreement, as applicable therein and the Vendor shall have acquired the Property from HMQ; (b) the reference plan described in Section 13.01, shall have been deposited within the Durham Land Registry Office; (c) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (d) the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; - 193 - 38997-2005 28875220.8 - 14 - (e) the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements, including all required Assignment and Assumption Agreements; and (f) all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in part by the Vendor, or by its solicitors on its behalf, in the sole and absolute discretion of the Vendor by written notice to the Purchaser. The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. 6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period, if any, and the Vendor fails to notify the Purchaser or the Purchaser’s solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Vendor’s sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i) in the event the Agreement is terminated as a result of the non-fulfilment of the condition set forth in Section 6.01(a), neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction, and (ii) in the event the Agreement is terminated as a result of the non-fulfilment of any of the conditions set forth in Section 6.01(b), 6.01(d) or 6.01(e), the Deposit shall be forfeited to the Vendor as liquidated damages and without derogating from any claims or causes of action the Vendor may have pursuant to this Agreement and at law against the Purchaser arising from the Purchaser’s default therein. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of the following conditions on or before the expiration of the Inspection Period, namely the Purchaser shall have satisfied itself with the physical and environmental condition of the Lands, the zoning of the Lands, the Participation Agreement, the Development Agreements, the Property Documents and all of its other due diligence tests, evaluations, inspections and investigations, including, but not limited to, the condition set out in Section 5.05. 6.05 The condition set forth in Section 6.04 is for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, or by its solicitors on its behalf, in the sole and absolute discretion of the Purchaser by written notice to the Vendor. The condition is a condition precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 If the condition set forth in Section 6.04 is not fulfilled within the applicable time period and/or the Purchaser fails to notify the Vendor or the Vendor’s solicitors that such condition has been waived, this Agreement shall be null and void, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. - 194 - 38997-2005 28875220.8 - 15 - SECTION 7 INTENTIONALLY DELETED SECTION 8 CLASS EA REQUIREMENTS / ABORIGINAL CLAIMS 8.01 The Purchaser hereby acknowledges that the obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition by the HMQ on or before the Closing Date: (a) HMQ shall have completed the Class EA Requirements (as such term is defined in the HMQ Purchase Agreement). 8.02 Notwithstanding any other provision of this Agreement, the Purchaser further acknowledges that the completion of the Transaction is subject to continuing compliance to the Closing Date with all Class EA Requirements. In the event that prior to the Closing Date, the Vendor notifies the Purchaser that: (a) it has received notice from the HMQ exercising its option under the HMQ Purchase Agreement to extend the closing date thereunder in accordance with the terms and conditions therein, the Closing Date shall be automatically extended for such period of time; or (b) HMQ has elected to terminate the HMQ Purchase Agreement in accordance with the terms and conditions therein, this Agreement shall be deemed terminated and the Deposit plus any interest shall be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. SECTION 9 RISK 9.01 Until completion of this Agreement on the Closing Date, the Property shall be and remain at the risk of the Vendor, except as otherwise provided in Section 5. The Purchaser acknowledges that the Vendor, in respect of damage to the Property, is self-insured. In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchaser’s and/or its agents, consultants or representatives entries and/or activities on or to the Property, in which event Section 5.03 shall govern) (the “Pre-Closing Damage”), the Vendor may elect (i) to forthwith repair the Property to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price; or (ii) to reduce the Purchase Price by an amount equal to the cost required to complete the repair as estimated by an independent qualified architect or engineer jointly retained by the Vendor and the Purchaser, acting reasonably and at arm’s length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost, or (iii) unless the Purchaser agrees to accept title to the Property notwiths tanding the election of the Vendor not to remediate or compensate, to terminate this Agreement in which case the Deposit shall, subject to Section 5.03, be immediately returned to the Purchaser, with interest and without deduction, and neither party shall, subject to Section 5.03, have any further rights or obligations hereunder. - 195 - 38997-2005 28875220.8 - 16 - 9.02 From and including the Closing Date, the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before, on or after the Closing Date and, without being limited by the foregoing, any state, nature, quality or condition in, on, under or near the Property existing as of the Closing Date, whenever and however arising, whether known or unknown and whether environmental or otherwise, and whether such responsibilities and liabilities are imposed by law, equity or any governing Authority. SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C. 1985, c.1 (5th Supp.). 10.02 Any information provided by the Vendor or its agents, including the Property Documents, and any comments made by any Vendor Party are for the assistance of the Purchaser in allowing it to make its own inquiries. The Vendor makes no representations or warranties as to, and takes no responsibility for, the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or any Vendor Party. 11.02 The Purchaser represents and warrants to the Vendor that the execution, delivery and performance by the Purchaser of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Purchaser is a party are within the Purchaser’s legal power and jurisdiction and, will have been duly authorized and approved by all necessary action on the part of the Purchaser. 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been, and, each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. 11.04 The Vendor shall deliver and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition, subject to: (i) the Lease(s); (ii) the Development Agreements; and (iii) the Permitted Encumbrances. 11.05 As of the Closing Date, the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. - 196 - 38997-2005 28875220.8 - 17 - 11.06 Without limiting the generality of the foregoing, the Purchaser shall comply with the terms of the Permitted Encumbrances, any agreement entered into by the Vendor with any Authority relating to the Property, all other agreements relating to public utilities and municipal services, the Land Use Regulations, all relevant municipal by-laws and all registered restrictions. The Purchaser further agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date. SECTION 12 INTENTIONALLY DELETED SECTION 13 REFERENCE PLAN(S) 13.01 The Vendor agrees to prepare and deposit in the Durham Land Registry Office, a reference plan(s) of survey of the Lands (collectively, the “Reference Plan”). The parties acknowledge that the Property may not be conveyed until such a time as the Reference Plan has been deposited with the Durham Land Registry Office. The Purchaser shall pay, as an adjustment on Closing, the cost of preparing the Reference Plan. The area of the Lands shall be conclusively determined by the Reference Plan. SECTION 14 TITLE 14.01 Intentionally Deleted. 14.02 On the Closing Date, the Purchaser shall accept title to the Property in an As Is Where Is condition subject to the following: (a) the Land Use Regulations; (b) the Development Agreements and notices thereof; (c) the Lease(s); (d) all Community Use Land obligation pursuant to the Seaton CSA; (e) the Participation Agreement; (f) the ROFR Agreement; and (g) the Permitted Encumbrances. The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements, restrictions or covenants, encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 Intentionally Deleted. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such - 197 - 38997-2005 28875220.8 - 18 - authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement, or any assignment of this Agreement, or any part of either, or register a caution in relation thereto, or direct title to the Property, without, in each instance, obtaining the prior written consent of the Vendor, which consent may be arbitrarily and unreasonably withheld. 15.02 If the Vendor consents to an assignment of this Agreement to a third party (the “Assignee”), the Purchaser shall cause the Assignee and the Purchaser, to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement. The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee, such Assignee shall provide a similar representation, warranty and Statutory Declaration as required of the Purchaser in Section 11.01 SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall, as part of its acquisition of the Property, assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements, and it covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such Development Agreement, whether such security is to be lodged with an Authority or otherwise, upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally with the other Private Landowners, except as explicitly provided in the Development Agreements. Furthermore, the Purchaser acknowledges and agrees that the assumed liabilities under the Development Agreements (including, but not limited to, all amounts required to be paid to by the Purchaser on Closing pursuant to the terms of the Development Agreements) may be material in nature and the Purchaser acknowledges that is has been provided with sufficient opportunity to fully assess the nature and quantum of such assumed liabilities. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. Furthermore and for greater certainty, the Purchaser acknowledges that from and after Closing it shall be responsible for its share of the costs of all services and/or public infrastructure relating to the Lands, including, but not limited to, its proportionate share of any front funded costs which may have been paid by any third parties prior to Closing with respect to such services and/or public infrastructure. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA. The Purchaser agrees that at Closing, and as a condition of Closing, that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to - 198 - 38997-2005 28875220.8 - 19 - be issued pursuant to the Phase 1 RFEA in respect of the Lands. The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community, whether or not the Lands are within the Phase 1 RFEA Lands, and shall take into account indexing as provided for in the Phase 1 RFEA. The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the “DC Credit Recovery Payment”. 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City. The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA, and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore, the Purchaser acknowledges that the infrastructure projects to be funded pursuant to the Pickering FIA are Cost Shared Services under the Seaton CSA, and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 16.05 The Purchaser acknowledges that the Lands include Phase 1 RFEA Lands and, therefore, prior to the issuance of a building permit with respect to the development of such lands, unless otherwise provided for in a front ending agreement relating to Subsequent Phase development, the Purchaser will have to pay, in addition to any Attribution Development Charges payable with respect to the development of the Lands, the Attribution Prepayment applicable to the Property. The Phase 1 RFEA provides that Development Charge Credits earned by virtue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building permits for lands that are Phase 1 RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA). Furthermore, by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a payment to the Seaton Trustee in an amount to be determined by the Seaton Trustee pursuant to the terms of the Seaton CSA, which will bring the Purchaser into a position in which the Purchaser will have funded the costs of Regional Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private Landowners within the Seaton Community, this payment to be referred to herein as the “Private Landowner Equivalency Payment”. 16.07 The Purchaser acknowledges and agrees that at Closing, it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee, unless otherwise provided for herein, whether on a Developable Area Share or Drainage Area share or otherwise as applicable (referred to herein as “Servicing Costs”). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA. The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee, and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. - 199 - 38997-2005 28875220.8 - 20 - 16.09 The Seaton-Durham CSA provides for the recovery of certain costs of the construction of Regional Infrastructure that relate to the over-sizing of such services for which Development Charge Credits are not available. The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor, except for the Affidavit of Residence and Value of the Consideration (“Land Transfer Tax Affidavit”), which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. Furthermore, the Purchaser agrees that it shall pay to the Vendor on Closing, the following amounts: (a) an amount equal to the amount of Land Transfer Tax, registration fees and any other taxes and fees payable in connection with the Vendor’s purchase of the Lands from HMQ pursuant to the terms of the HMQ Purchase Agreement, which are not recoverable by the Vendor from the appropriate taxing authority; (b) all legal and other third-party expenses incurred or payable by the Vendor in connection with (i) the Transaction; and (ii) the acquisition of the Lands from HMQ pursuant to the terms of the HMQ Purchase Agreement, including, but not limited to, any costs associated with any environmental site investigations performed by or on behalf of the Vendor with respect to the Lands; (c) all marketing costs for which the Vendor is responsible or for which the Vendor has been required to pay in order to acquire the Lands pursuant to the terms of the HMQ Purchase Agreement, collectively, the “HMQ Acquisition Costs”. The HMQ Acquisition Costs shall be set out in the Statement of Adjustments. SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors. Unless expressly set out to the contrary herein, money must be tendered in Canadian funds by electronic wire. The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned, the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the tendering party’s solicitor without the cooperation or participation of the other party’s solicitor, and specifically when the tendering party’s solicitor has electronically “signed” the Transfer/Deed of Land and any other closing document, if any, to be electronically - 200 - 38997-2005 28875220.8 - 21 - registered for completeness and granted access to the other party’s solicitors to same, but without the necessity for the tendering party’s solicitor actually releasing such documents to the other party’s solicitor for registration. SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates, utility costs, rents, legal costs, HMQ Acquisition Costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario. Such Adjustments shall be made on the basis that, except as may be otherwise expressly provided for in this Agreement: (a) the Vendor shall be responsible for all expenses and liabilities and entitled to all income from the Property up to the Closing Date; and (b) the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the Closing Date. 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonably possible. Any amounts payable by one party to the other, as determined by the parties, acting reasonably, shall be paid within thirty (30) days of the request for such payment. On the Closing Date, the Vendor and the Purchaser shall exchange undertakings to re-adjust the foregoing items, if necessary. 19.03 All Adjustments to be made under Section 19.01 shall be completed on or before the date which is no later than six (6) months from the Closing Date and no re-adjustment may be made by either party thereafter. SECTION 20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.O. 1991, c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the exchange of closing funds, non- registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction); and (b) be subject to conditions whereby the lawyer(s) receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada (the “Document Registration Agreement”) and attached hereto as Schedule E. - 201 - 38997-2005 28875220.8 - 22 - SECTION 21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement, the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser’s solicitors on or before the Closing Date, each of the following: (a) possession of the Property in an As Is Where Is condition, subject to the Lease(s), and subject to the rights of others as set out in the Permitted Encumbrances; (b) an Assignment and Assumption Agreement for the Lease(s); (c) an Assignment and Assumption Agreement for each of the Development Agreements; (d) an Assignment and Assumption Agreement for the Permitted Encumbrances, as applicable; (e) an Assignment and Assumption Agreement for the Participation Agreement; (f) notice to the tenant pursuant to the Lease informing it of the sale of the Lands and directing it to make future rent payments to the Purchaser; (g) an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax Affidavit); (h) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (i) a direction regarding the payment of funds; (j) statement of Adjustments; (k) Document Registration Agreement as set out in Schedule E; (l) the ROFR Agreement in the form attached hereto as Schedule G; and (m) such other deeds, conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement, the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor’s Solicitors on or before the Closing Date: (a) confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b) confirmation of wire transfer for any Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Servicing Costs; (c) a certified cheque, bank draft or confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; - 202 - 38997-2005 28875220.8 - 23 - (d) confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement, if applicable; (e) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f) HST Declaration and Indemnity, as contemplated in Section 4, if applicable; (g) Document Registration Agreement in the form attached as Schedule E; (h) an Assignment and Assumption Agreement for the Lease(s); (i) an Assignment and Assumption Agreement for each of the Development Agreements; (j) an Assumption Agreement for the Permitted Encumbrances, as applicable; (k) an Assignment and Assumption Agreement for the Participation Agreement; (l) the ROFR Agreement in the form attached hereto as Schedule G; (m) the Purchaser’s Indemnity and Covenant Not to Sue in the form attached hereto as Schedule H; and (n) such other deeds, conveyances, resolutions and other documents as the V endor or its solicitors may reasonably require in order to implement the intent of this Agreement. SECTION 22 NOTICE 22.01 Any notice under this Agreement is sufficiently given if delivered personally or if sent by ordinary prepaid mail or prepaid courier or electronic facsimile machine (including e-mail) addressed to the Purchaser at: 10466921 Canada Inc. 101 Pearmain Court Markham, ON L3S 3S7 Attention: Telephone: Email: and to the Purchaser’s Solicitors at: Abrahams LLP 1457 McCowan Road Suite 204 Toronto Ontario, M1S 5K7 - 203 - 38997-2005 28875220.8 - 24 - Attention: Tariq Mustafa Muinuddin Telephone: 416-291-6786 Email: tariq@abrahamsllp.com and to the Vendor at: The Corporation of the City of Pickering One The Esplanade Pickering Ontario, L1V 6K7 Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Telephone: (905) 420-4660 ext. 2048 Email: pbigioni@pickering.ca and to the Vendor’s Solicitors at: Torys LLP 79 Wellington Street West Suite 3000 Box 270, TD Centre Toronto Ontario, M5K 1N2 Attention: Dan Ford / Andy Gibbons Telephone: (416) 865-7372 / (416) 865-8226 Email: dford@torys.com / agibbons@torys.com or at such other addresses as the Vendor and the Purchaser may designate from time to time. Any such notice shall be conclusively deemed to have been given and received upon the same day if personally delivered or sent by facsimile or email, or, if mailed, three (3) Business Days after the same is mailed. Any party may, at any time by notice given in writing to the other party, change the address for service of notice on it. SECTION 23 CONFIDENTIALITY 23.01 The Vendor and Purchaser agree to take all necessary precautions to maintain the confidentiality of the terms and conditions contained herein. The parties acknowledge that this Agreement and any information or documents that are provided hereunder may be released pursuant to the applicable provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended and the Municipal Freedom of Information and Protection of Privacy Act , R.S.O. 1990, c. M.56, as amended and Open Data may be released pursuant to the Open Data Directive. This acknowledgment shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. - 204 - 38997-2005 28875220.8 - 25 - 23.02 The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub- contractors shall, subject to Section 23.01, maintain the confidentiality and security of all materials and information which is the property of the Vendor and in the possession or under the control of the Purchaser pursuant to this Agreement. The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub-contractors shall not directly or indirectly disclose or use, either during or following the term of this Agreement, except where required by law, any mater ial or information belonging to the Vendor pursuant to this Agreement, without first obtaining the prior written consent of the Vendor for such disclosure or use and in the event of termination of this Agreement, the Purchaser will be responsible for returning all such documentation and information to the Vendor without making copies. SECTION 24 GENERAL 24.01 From and after the Execution Date, the Purchaser shall indemnify and save harmless the Vendor parties from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), including but not limited to any such costs, claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards and liabilities that may result from a breach by the Vendor under the HMQ Purchase Agreement, that may arise as a result of any act or omissions on the part of the Purchaser or any breach by the Purchaser of the terms of this Agreement. For greater certainty, the Purchaser acknowledges and agrees that the Vendor has agreed to enter into the HMQ Purchase Agreement, solely for the purposes of enabling the sale of the Lands to the Purchaser as set out in this Agreement. 24.02 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or completing any matter provided for in this Agreement may be extended or abridged by an agreement in writing, signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly authorized in this regard. If anything in this Agreement is to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day. 24.03 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser and their respective successors and permitted assigns. The Vendor and the Purchaser acknowledge and agree that the representations, covenants, agreements, rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction, but shall survive completion and remain in full force and effect and be binding upon the parties, save and except as may be otherwise expressly provided for in this Agreement. 24.04 Whenever the singular is used in this Agreement, it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.05 This Agreement constitutes the entire agreement between the parties and there is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property, except as specifically set forth in this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. - 205 - 38997-2005 28875220.8 - 26 - 24.06 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.07 Wherever this Agreement makes reference to a requirement for the consent or approval of the Vendor, such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. 24.08 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.09 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance, to any extent, shall be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such provisions or part thereof to any person, party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.10 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION 25 IRREVOCABLE PERIOD 25.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor constitutes an offer under seal, which is irrevocable for twenty (20) days from the date it is submitted to the Vendor and open for acceptance by the Vendor during said twenty (20) day period. This offer, once accepted on the Execution Date, constitutes a binding contract of purchase and sale. The Purchaser, in submitting this offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor. [no further text on this page] - 206 - - 207 - 38997-2005 28875220.8 - 1 - Signature page to Developer Agreement of Purchase and Sale IN WITNESS WHEREOF the parties hereto have executed this Agreement as evidenced by their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this day of , 2020. 10466921 CANADA INC. By: Name: Title: By: Name: Title: I/We have authority to bind the Corporation ACCEPTED BY the Vendor this day of , 2020. THE CORPORATION OF THE CITY OF PICKERING By: Name: Tony Prevedel Title: Chief Administrative Officer By: Name: Title: I/We have authority to bind the Corporation 21st April - 208 - 38997-2005 28875220.8 -1 DESCRIPTION OF LANDS PART LOT 24, CONCESSION 5 PICKERING AND PART LOTS 25 AND 26, CONCESSION 5 PICKERING (Areas to be determined upon completion of the reference plan prepared pursuant to Section 13.01, and in accordance with the mapping at Schedule A-2) - 209 - 38997-2005 28875220.8 SCHEDULE A-2 SKETCH OF LANDS - 210 - 38997-2005 28875220.8 PERMITTED ENCUMBRANCES (a) General Encumbrances: (i) the Lease(s), if any (for greater certainty including expired leases registered against title to the Lands), and any notices of such leases registered on title to the Lands, including all easements, rights of way, restrictions, restrictive covenants, servitudes and ot her similar rights in land contained in the Lease(s), which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants’ interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii) liens for real property taxes (which term includes charges, rates and assessments) or charges for electricity, power, gas, water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii) any easements, rights of way, restrictions, building schemes, licences, restrictive covenants and servitudes, rights of access or use, airport zoning regulations and other similar rights in land (including, without limitation, rights of way and servitudes for sewers, drains, gas and water mains, electrical power, telephone and cable conduits, poles, wires or cables) granted to, reserved or taken by any person which do not, in the aggregate, materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease, licence, franchise, grant, agreement or permit, subdivision, development, servicing, encroachment, site plan, parking or other similar agreement with any Authority or public or private utility; (iv) title defects or irregularities which do not, in the aggregate, materially and adversely impair the use of the Property for the purpose for which it is presently held; (v) any cost sharing, common use, reciprocal or other similar agreements relating to the use and/or operation of the Property and/or adjoining properties provided the same are complied with in all material respects and all security given by the parties thereto to each other to secure their respective obligations thereunder; (vi) any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant of the Property from the Crown; (vii) any rights of expropriation, access or use, or any other right conferred or reserved by or in any statute of Canada or the Province of Ontario; (viii) the provisions of all applicable laws including by-laws, regulations, ordinances, land use contracts, development agreements and similar instruments relating (without limitation) to development, use and zoning; (ix) encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands encroaching on the Property which do not materially and adversely affect the present use of the Property; - 211 - 38997-2005 28875220.8 (x) all registered and unregistered agreements, easements, rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that otherwise run with the Lands; and (xi) any encroachments that are shown on existing surveys or as may be revealed by an up-to- date survey. (b) Specific Encumbrances: (i) All instruments registered on title to the Property as of the Closing Date, including but not limited to: 1. Notice of the Phase 1 RFEA; 2. Notice of the Pickering FIA; 3. Notice of the Seaton CSA; 4. Notice of the Seaton-Durham CSA; and 5. Notice of the Participation Agreement. - 212 - 38997-2005 28875220.8 PROPERTY DOCUMENTS [Note: Vendor to provide within three (3) days of the date of receipt by the Vendor of same from HMQ in accordance with Section 5.05.] - 213 - 38997-2005 28875220.8 INTENTIONALLY DELETED - 214 - 38997-2005 28875220.8 DOCUMENT REGISTRATION AGREEMENT BETWEEN: TORYS LLP (hereinafter referred to as the “Vendor’s Solicitor”) AND: <> (hereinafter referred to as the “Purchaser’s Solicitor”) RE: The Corporation of the City of Pickering (the “Vendor”) sale to <> (the “Purchaser”) of the property legally described as <>, City of <>, being the whole of PIN <>(LT) (the “Property” pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, dated <> and accepted <> (the “Purchase Agreement”), scheduled to be completed on <> (the “Closing Date”) FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged), the parties hereto hereby undertake and agree as follows: Holding Deliveries In Escrow 1. The Vendor’s Solicitor and the Purchaser’s Solicitor shall hold all funds, keys and closing documentation exchanged between them (the “Requisite Deliveries”) in escrow, and shall not release or otherwise deal with same except in accordance with the terms of this Agreement. Both the Vendor’s Solicitor and the Purchaser’s Solicitor have been authorized by their respective clients to enter into this Agreement. Once the Requisite Deliveries can be released in accordance with the terms of this Agreement, any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lender.1 Advising of Concerns with Deliveries 2. Each of the parties hereto shall notify the other as soon as reasonably possible following their respective receipt of the Requisite Deliveries (as applicable) of any defect(s) with respect to same. Selecting Solicitor Responsible for Registration 3. The Purchaser’s Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined) unless the box set out below indicating that the Vendor’s Solicitor will be responsible for such registration has been checked. For the purposes of this Agreement, the solicitor responsible for such registration shall be referred to as the “Registering Solicitor” and the other solicitor shall be referred to as the “Non-Registering Solicitor”: Vendor’s Solicitor will be registering the Electronic Documents 1Solicitors should continue to refer to the Law Society of Upper Canada p ractice guidelines relating to recommended procedures to follow for the discharge of mortgages. - 215 - 38997-2005 28875220.8 Responsibility of Non-Registering Solicitor 4. The Non-Registering Solicitor shall, upon his/her receipt and approval of the Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of: a) the registration of the Electronic Documents; or b) receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. Responsibility of Registering Solicitor 5. The Registering Solicitor shall, subject to paragraph 7 below, on the Closing Date, following his/her receipt and approval of the Requisite Deliveries (as applicable), register the documents listed in Schedule A annexed hereto (referred to in this agreement as the “Electronic Documents”) in the stated order of priority therein set out, as soon as reasonably possible once same have been released for registration by the Non- Registering Solicitor, and immediately thereafter notify the Non-Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). Release of Requisite Deliveries by Non- Registering Solicitor 6 Upon registration of the Electronic Documents and notification of the Non-Registering solicitor in accordance with paragraph 5 above, the Non- Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. Returning Deliveries where Non-registration 7. Any of the parties hereto may notify the other party that he/she does not wish to proceed with the registration2 of the Electronic Documents, and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents, then each of the parties hereto shall forthwith return to the other party their respective Requisite Deliveries. Counterparts & Gender 8. This agreement may be signed in counterparts, and shall be read with all changes of gender and/or number as may be required by the context. Purchase Agreement Prevails if Conflict or Inconsistency 9. Nothing contained in this agreement shall be read or construed as altering the respective rights and obligations of the Purchaser and the Vendor as more particularly set out in the Purchase Agreement, and in the event of any conflict or inconsistency between the provisions of this agreement and the Purchase Agreement, then the latter shall prevail. Telefaxing Deliveries & Providing Originals if Requested 10. This agreement (or any counterpart hereof), and any of the closing documents hereinbefore contemplated, may be exchanged by telefax or similar system reproducing the original, provided that all such documents have been properly executed by the appropriate parties. The party transmitting any such document(s) shall also provide the original executed version(s) of same to the recipient within 2 business days after the Closing Date, unless the recipient has indicated that he/she does not require such original copies. Dated this ______ day of <>, 20 . Dated this _____ day of <>, 20 . Name/Firm Name of Vendor’s Solicitor Name/Firm Name of Purchaser’s Solicitor 2 For the purpose of this Agreement, the term “registration” shall mean the issuance of registration number(s) in respect of th e Electronic Documents by the appropriate Land Registry Office. - 216 - 38997-2005 28875220.8 <> <> ________________________________ __________________________________ (Signature) (Signature) Note: This version of the Document Registration Agreement was adopted by the Joint LSUC -CBAO Committee on Electronic Registration of Title Documents on March 29, 2004 and posted to the web site on April 8, 2004. Schedule “A” 1. Transfer from The Corporation of the City of Pickering to <>; and 2. ROFR in favour of The Corporation of the City of Pickering. - 217 - 38997-2005 28875220.8 INTENTIONALLY DELETED - 218 - 38997-2005 28875220.8 ROFR AGREEMENT BETWEEN: XXXX (the “Grantor”) -and- THE CORPORATION OF THE CITY OF PICKERING (the “Grantee”) WHEREAS the Grantor is the registered owner of the lands and premises described in Schedule “A” hereto (the “Property”); AND WHEREAS the Grantor has agreed to grant to the Grantee certain rights with respect to the Property on the terms and subject to the conditions of this Agreement; NOW THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions In this Agreement, all capitalized terms shall have the respective meanings assigned thereto below: “Acceptance Notice” has the meaning ascribed thereto in Section 2.1(b)(i). “Affiliate” has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. “Agreement” means this agreement, as further amended from time to time, and “Article”, “Section”, “Sub-Section” and “Schedule” mean the specified article, section or schedule, as the case may be, of this Agreement. - 219 - 38997-2005 28875220.8 “Business Day” means any day other than a Saturday, Sunday or statutory or civic holiday in the Province of Ontario. “Closing” has the meaning ascribed thereto in Section 2.1(c). “Closing Date” has the meaning ascribed thereto in Section 2.1(c). “Development Agreements” has the meaning ascribed to such term in the Original Purchase Agreement. “HST” means the goods and services tax or harmonized sales tax payable pursuant to Part IX of the Excise Tax Act (Canada), as such statute may be amended, modified or replaced from time to time, including any successor statute. “Offer Period” has the meaning ascribed thereto in Section 2.1(b). “Offeror” has the meaning ascribed thereto in Section 2.1(a). “OREA” means the Ontario Real Estate Association, together with its successors and assigns. “Original Purchase Agreement” means the agreement of purchase and sale with respect to the Property dated ◼ made between the Grantee, as vendor and the Grantor, as purchaser. “Original Purchase Price” means the purchase price for the Property paid by the Grantor to the Grantee pursuant to the terms of the Original Purchase Agreement. “Property” has the meaning ascribed thereto in the recitals, and including all buildings, structures, improvements located thereon and appurtenances thereto. “Rejection Notice” has the meaning ascribed thereto in Section 2.1(b)(ii). “ROFR Notice” has the meaning ascribed thereto in Section 2.1(a). “Sale Interest” has the meaning ascribed thereto in Section 2.1(a). “Sale Price” has the meaning ascribed thereto in Section 2.1(a)(ii). “Third Party Offer” has the meaning ascribed thereto in Section 2.1(a). 1.2 Schedule The following Schedule is attached to and forms part of this Agreement: Schedule A - Legal Description of the Property - 220 - 38997-2005 28875220.8 1.3 Interpretation (a) Headings and Table of Contents. The division of this Agreement into Articles, Sections and Sub-Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. (b) Number and Gender. Unless the context requires otherwise, words importing the singular include the plural and vice versa and words importing gender include all genders. (c) Severability. If any provision contained in this Agreement or its application to any party or circumstance will, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such provision to parties or circumstances other than those to which it is held invalid or unenforceable, will not be affected, and each provision of this Agreement will be separately valid and enforceable to the fullest extent permitted by law. (d) Time. Time will be of the essence of this Agreement. Except as expressly s et out in this Agreement, the computation of any period of time referred to in this Agreement will exclude the first day and include the last day of such period. The time limited for performing or completing any matter under this Agreement may be extended or abridged by an agreement in writing by the parties hereto. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action will be made or taken on the next Business Day. (e) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. ARTICLE 2 RIGHT OF FIRST REFUSAL AND BUY BACK 2.1 Right of First Refusal (a) If at any time, and from time to time, on or prior to the tenth (10th) anniversary of the date of this Agreement, the Grantor receives a bona fide written offer (a “Third Party Offer”) from any third party (the “Offeror”) to purchase all or part of the Property (the “Sale Interest”), which the Grantor is willing to accept, the Grantor shall, before accepting such Third Party Offer, deliver written notice thereof to the Grantee (the “ROFR Notice”) within three (3) Business Days following the date on which the Third Party Offer was received by the Grantor, which notice shall: (i) confirm that the Grantor has received a Third Party Offer which the Grantor is willing to accept; - 221 - 38997-2005 28875220.8 (ii) contain an offer to sell the Sale Interest to the Grantee on the same terms and conditions as those contained in the Third Party Offer save and except that the purchase price payable by the Grantee for the Sale Interest shall be: (A) either (i) where the Sale Interest is comprised of all of the Property, the Original Purchase Price; or (ii) where the Sale Interest is comprised of part of the Property, the amount determined on a proportionate basis calculated using the acreage of the Sale Interest multiplied by the amount per acre of the Original Purchase Price; plus (B) any amounts paid by the Grantor pursuant to the terms of the Development Agreements, less any amounts which the Grantor may have received by way of development credits or otherwise, during the period of the Grantor’s ownership of the Property. The purchase price at which the Sale Interest is offered for sale to the Grantee as determined in accordance with this Section is referred to as the “Sale Price”. (iii) contain a true and complete copy of the Third Party Offer signed by the Offeror; and (iv) be accompanied by a certificate of the Grantor stating that: (A) the copies of the Third Party Offer contained in such notice are true and complete copies thereof; (B) such Third Party Offer has not been amended, restated and/or supplemented; and (C) such offer constitutes a Third Party Offer in accordance with the terms hereof. (b) The Grantee shall have the right, exercisable by notice in writing given to the Grantor within fifteen (15) Business Days following receipt of a ROFR Notice (the “Offer Period”) to elect to: (i) purchase the Sale Interest (the “Acceptance Notice”) at the Sale Price and on the same terms and conditions contained in the Third Party Offer (except as set forth in Section 2.1(c)); or (ii) not to purchase the Sale Interest and to consent to the sale of the Sale Interest by the Grantor to the Offeror at the purchase price and on the same terms and conditions contained in the Third Party Offer (the “Rejection Notice”). (c) If within the Offer Period, the Grantee delivers an Acceptance Notice to the Grantor, there shall be created at such time, automatically and without any further action or documentation, a binding agreement of purchase and sale between the Grantor and the Grantee pursuant to which the Grantor agrees to sell to the Grantee, and the Grantee agrees to purchase from the Grantor, the Sale Interest at the Sale Price and on the same terms and conditions as those contained in the Third Party Offer, provided that, subject to the satisfaction of the conditions contained in the Third Party Offer, closing of the transaction of purchase and sale - 222 - 38997-2005 28875220.8 (the “Closing”) will occur on the date which is sixty (60) days after the Grantee delivers the Acceptance Notice (the “Closing Date”). (d) If no notice is delivered by the Grantee pursuant to Section 2.1(b), the Grantee shall be deemed to have delivered the Rejection Notice. (e) If the Grantee has delivered, or has been deemed to deliver, the Rejection Notice, the Grantor may sell the Sale Interest to the Offeror, at the purchase price and on the terms and conditions contained in the Third Party Offer; provided that if such sale of the Sale Interest to the Offeror does not occur on such terms within one hundred and twenty (120) days following the expiry of the Offer Period, the Grantor must again comply with this Section 2.1 in respect of any future proposed sale of all or part of the Property. (f) If a sale of part of the Property only is completed by the Grantor pursuant to this Section 2.1, the Grantee’s right of first refusal shall continue in full force and effect with respect to the remainder of the Property. (g) The Grantor and the Grantee agree and acknowledge that the Grantor shall be entitled to transfer the Property to an Affiliate without triggering this right of first offer and without consent of the Grantee, provided the Grantor provides the Grantee with fifteen (15) days prior written notice of such transfer. 2.2 Right to Buy Back (a) If the Grantor has failed to: (i) obtain and deliver copies to the Grantee, of all development approvals, building permits and other third permits or consents required to construct on the Property a building of not less than [250,000] square feet (the “New Building”); and (ii) commence construction of the New Building, on or before the fifth (5th) anniversary of the date of this Agreement, then at any time, and from time to time, on or after the fifth (5th) anniversary of the date of this Agreement, the Grantee shall have the right, but not the obligation, upon written notice to the Grantor, to repurchase the Property, for a purchase price equal to: (A) the Original Purchase Price; plus (B) any amounts paid by the Grantor pursuant to the terms of the Development Agreements, less any amounts which the Grantor may have received by way of development credits or otherwise, during the period of the Grantor’s ownership of the Property. - 223 - 38997-2005 28875220.8 (b) If the Grantee delivers written notice of its intention to repurchase the Property in accordance with Section 2.2(a), there shall be created at such time, automatically and without any further action or documentation, a binding agreement of purchase and sale between the Grantor and the Grantee pursuant to which the Grantor agrees to sell to the Grantee, and the Grantee agrees to purchase from the Grantor, the Property at the price calculated in accordance with Section 2.2(a) and on the terms and conditions set out in the OREA form of agreement of purchase and sale (commercial) current (as at the date of execution of this Agreement), provided that, Closing will occur on the date which is sixty (60) days after the Grantee delivers the written notice in accordance with Section 2.2(a). 2.3 Closing The following provisions shall pertain to the Closing pursuant to Section 2.1 or 2.2 hereof, as applicable: (a) Closing shall occur at 12:00 p.m. on the Closing Date, or such earlier or later date as may be mutually agreed upon, in writing, by the parties to the transaction; and (b) on or before Closing: (i) the Grantor shall cause to be executed and delivered to the Grantee an electronic transfer(s)/deed(s) of land/registerable deeds of sale/transfers of land transferring the Sale Interest to the Grantee or as it may direct, and containing the statements of the Grantor and its solicitors pursuant to Section 50(22) of the Planning Act (Ontario); (ii) the Grantor shall certify that it is not a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada); and (iii) the Grantor shall execute and deliver or cause to be executed and delivered such other closing documents which are required to effectively transfer and convey the Sale Interest or the Property, as applicable, to the Grantee and which the Grantee or its solicitors have reasonably requested on or before the Closing Date. ARTICLE 3 GENERAL 3.1 Registration The Grantee may prepare and register on title to the Property, at the Grantee’s cost, a notice in respect of this Agreement (the “Notice”). Upon expiry of this Agreement, the Grantee shall arrange for the discharge from title to the Property of such Notice at the Grantee’s cost. - 224 - 38997-2005 28875220.8 3.2 Planning Act This Agreement and the completion of any transaction of purchase and sale contemplated by this Agreement are subject to compliance with Section 50 of the Planning Act (Ontario). 3.3 Further Assurances Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other parties to this Agreement may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use re asonable efforts and take all such steps as may be reasonably within their power to implement to their full extent the provisions of this Agreement. 3.4 Waiver, Amendment Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound by it. No waiver of any provision of this Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. 3.5 Successors and Assigns All of the covenants and agreements contained in this Agreement will be binding upon and will enure to the benefit of and be enforceable by the parties hereto and their respective successors a nd assigns. This Agreement is intended to run with title to the Property and will be binding on the Grantor’s successors in interest as owner of the Property or any part thereof or interest therein. 3.6 Agreement Runs with Land The Grantor acknowledges that the provisions of this Agreement run with title to the Property, and the Grantor covenants not to sell, transfer or otherwise alienate the Property or any part thereof unless such transferee agrees to be bound by the terms of this Agreement. 3.7 Notices (a) Addresses for Notice. Any notice, demand, statement, request or other communication (in this Agreement referred to as “notice”) required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently and effectually given if signed by or on behalf of the party giving the notice and personally delivered, sent by facsimile or email or mailed by registered prepaid post to the intended recipient addressed as follows: (A) in the case of the Grantor, addressed to it at: ◼ - 225 - 38997-2005 28875220.8 Attention: ◼ Facsimile No.: (◼) ◼ Email: ◼ (B) and in the case of the Grantee addressed to it at: The Corporation of the City of Pickering One The Esplanade Pickering Ontario, L1V 6K7 Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Telephone: (905) 420-4660 ext. 2048 Email: pbigioni@pickering.ca (b) Receipt of Notice. Any notice given as aforesaid shall be conclusively deemed to have been received on the date of such personal delivery or if sent by facsimile or email transmission before 5:00 p.m. (local time of the recipient) on a Business Day on the date of such transmission (and if not then on the next Business Day) or if sent by registered mail on the third (3rd) Business Day following the mailing thereof, as the case may be. If a notice is sent by facsimile or email, a copy thereof shall be sent on the same day by ordinary mail, postage prepaid or personal delivery. In the event of a labour dispute, postal i nterruption or a reasonable anticipation thereof, all notices required to be given under this Agreement shall be sent by facsimile or email transmission or personally delivered. (c) Change of Address. Any party may from time to time change its address under this Section by notice to the other party given in the manner provided by this Section. 3.8 Counterparts This Agreement may be executed in counterparts, each of which shall be an original and all such counterparts taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission or by electronic delivery in portable document format (“.pdf”) shall be equally effective as delivery of a manually executed counterpart thereof. - 226 - 38997-2005 28875220.8 IN WITNESS WHEREOF the parties have executed this Agreement effective as of the date first written above. ◼ Per:__________________________________________ Name: Title: Per:___________________________________________ Name: Title: I/We have the authority to bind the Corporation. THE CORPORATION OF THE CITY OF PICKERING Per:____________________________________________ Name: Title: Per:____________________________________________ Name: Title: I/ We have the authority to bind the Corporation. - 227 - 38997-2005 28875220.8 PURCHASER’S ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO SUE TO: The Corporation of the City of Pickering (the “Vendor”) AND TO: <<Purchaser's Solicitor Name and/or Law Firm Name>>, its solicitors RE: <<Purchaser(s) Name>> (the “Purchaser”) purchase from the Vendor of the property legally described as <<Legal Description>>, being <<the whole OR part>> of PIN <<Enter PIN>> (LT) (the “Property”) pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, accepted <<Date Offer Accepted>>, as may be amended from time to time (the “Purchase Agreement”) In consideration the closing of the Transaction and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged: 1. The Purchaser agrees to accept, assume and take title the Property and any improvement thereon in an “As Is Where Is” condition in accordance with section 5 of the Purchase Agreement. 2. The Purchaser acknowledges and hereby agrees to indemnify and save harmless the Vendor and its employees, directors, officers, appointees and agents from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 3. The Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser forever releases and covenants not to sue the Vendor and its employees, directors, officers, appointees and agents with respect to anything arising out of the environmental or any other condition of the Property or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless - 228 - 38997-2005 28875220.8 of whether such condition is set forth in the Property Documents, the Purchaser’s Reports or any other report, document or information discovered during the course of the Purchaser’s due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. 4. This Indemnity shall not merge but shall survive the Date of Closing and shall be continuing obligation of the Purchaser. 5. Unless otherwise defined herein, all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 6. The provisions of this Purchaser’s Environmental Indemnity and Covenant Not to Sue shall enure to the benefit of the Vendor and its successors and assigns and shall be binding upon the Purchaser and its successors and permitted assigns. DATED as of the ________ day of <<Month>>, <<Year>>. <<PURCHASER(S) NAME>> Per: Name: <<Individual Signing Documents for Corporation>> Title: <<Title>> Per: Name: <<Individual Signing Documents for Corporation, if there is a second person>> Title: <<Title>> I/We have the authority to bind the Corporation. - 229 - NORTH PICKERING LANDOWNERS GROUP INNOVATION CORRIDOR ESTIMATED FINANCIAL SUMMARY  1682 ITEM OBLIGATIONS DUE TO I.O.LAND BLOCK NOTES NO.BLOCK 3A Financial Obligations at Closing  1 Seaton EA Funding ‐ DC Recoverable Portion ($9,468) (A) 2 Phase 1 RFEA RC Works (Up to DD #12) (Cash or LC)($50,161)(B) 3 Phase 1 RFEA OC Works ($206,806)(C ) 4 Reimbursements Received To Date $75,805 (D) 5 Group Administration Costs ‐ Veridian Payment ($6,208)(E ) 6 CSA Group Costs ($17,197)(F) TOTAL ENTITLEMENTS/(OBLIGATIONS)($214,036)(G=A+B+C+D+ E+F)Due upon closing.  OBLIGATIONS DUE TO TRUSTEE OR REGION LC Required for Region Constructed Work Secured to Date 1 RFEA Region Constructed Top Up ($9,806) (H) Due upon closing.  To be provided to Trustee via  certified cheque. 2 RFEA Owner Constructed Top Up ($40,901)(I)Due upon closing.  To be provided to Trustee via  certified cheque. 3 Other Group & Administration Top Up ($10,491)(J) Due upon closing.  To be provided to Trustee via  certified cheque. 4 Required Security for Owner Constructed Works ($75,846) (K) Performance Security Required Upon Closing.   This amount will be released as RFEA Phase 1  Works proceed.  5 Required Future Security for Owner Constructed Works ($23,003) (L) Additional Performance Security Required to  complete RFEA Phase 1 Works to be called  between 2019 & 2020. 6 RFEA LC for Regional Drawdowns (LC) ($25,447) (M)Due Upon closing.  To be used by Region for  future draw downs.  TOTAL ENTITLEMENTS/(OBLIGATIONS)($185,494)(N=H+I+J+K+L +M) OBLIGATIONS REQUIRED AT DEVELOPMENT EVENT Development Event Financial Obligations 1 Community Land  $0 (O)I.O. to balance land requirement therefore  obligation to potential purchaser is $0.  2 Community Servicing $1,475,678 (P) Required Payments due prior to site plan  execution.   3 CDC Oversizing ($2,373) (Q) Required payment due prior to site plan  execution. 4 Regional Front Funding Construction (PHS 2) ($425,369) (R ) Required security to be provided prior to site  plan execution.  TOTAL ENTITLEMENTS/(OBLIGATIONS)$1,047,935 (S=O+P+Q+R) ON GOING OBLIGATIONS TO TRUSTEE AND REGION 1 RFEA ‐ Owner Constructed (PHS 1) (Cash)($526,061)(T) 2 RFEA ‐ Regional Constructed (PHS 1) (Drawdown LC)($385,036)(U) 4 City FIA ($10,688)(V) Required payment to be paid either via cash call  or through site plan agreement.  5 Shared Hydro Trunk ($64,196) (W)Required payment to be called via cash call. 6 Administrative Costs ($23,490) (X) Administrative payments to be called via cash  call.  Estimated calls to be total of  $2 million/year for 5 years.  7 Enterprise Gateway  ($5,780) (Y) Costs for Enterprise Gateway will be 100%  recoverable once I.O. lands in this area are sold  to future developer. TOTAL ESTIMATED ON GOING OBLIGATIONS ($1,015,250) (Z=T+U+V+W+ X+Y) REGIONAL DEVELOPMENT CHARGES AND CREDITS 1 Sanitary Landowner Constructed DC's ($191,581)(AA) 2 Sanitary Region Constructed DC's ($70,113)(BB) 4 Regional Attributions DC's ($232,385)(CC) Due upon Development Event.  To be paid to  Region of Durham.  Non DC Creditable. 5 Water Landowner Constructed DC's ($32,064) (DD) 6 Water Region Constructed DC's ($72,720)(EE) 7 Water Attributions DC's ($160,292)(FF)Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  8 Prepayment of Region Attributions DC's ($479,191) (GG) Due upon Development Event.  To be paid to  Region of Durham.  Future credits available as  Phase 2 Employment Lands Develop. 9 Regional Roads DC's ($235,617) (HH)Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  10 Regional Transit DC's ($39,385) (II) Due upon Development Event.  To be paid to  Region of Durham.  Non DC Creditable. 11 Estimated PHS 1 Regional Constructed DC Credits $307,741 (JJ)To be received as Seaton Community proceeds  with Development. 12 Estimated Phase 1 Owner Constructed DC Credits $420,849 (KK) To be received as Seaton Community proceeds  with Development. 13 Estimated PHS 2 Regional DC Credits $340,295 (LL) To be received after RFEA PHS 2 agreement in  place and as Seaton Community proceeds with  Development. TOTAL ESTIMATED ON GOING OBLIGATIONS ($444,465)(MM=AA to  LL) Notes: i) ii) iii) iv) v) vi) vii) City of Pickering DC's not included within the charts above and to be calculated by owner.  viii) Additional recoveries such as Durham Seaton Federal Recoveries are not included in summary above.  Required payments to be made via cash call  within 2020 to 2022. Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  Values in (Brackets) denotes an under‐dedication or required payment.  Values without brackets denotes an  entitlement or over‐dedication.  Above values include transactions to date paid by I.O.  I.O. to balance land prior to closing with potential purchaser.  Potential purchaser to satisfy any land obligation after closing based on potential changes to plans within the community.  Community Land under‐dedication subject to adjustments based on community use land value established at the time  of development event.  Current value is $2,216,500/acre.  Performance Security is required upon closing and will be reimbursed throughout the life of Seaton through  development charge credits.  Front Funding Community Servicing Costs for Block 3A include assumptions of construction of Regional Road  Enhancements within Highway 7 and Sideline 24. P:\1682 North Pickering Landowners Group\Project Management\Cost Sharing\RFEA\Schedules\IO Scenarios\2020 02(Feb) 24 ‐ City Purchases\1682‐Summary for Block 3A.xlsx 4/8/2020 Attachment No. 6 to Report CAO 02-20 - 230 - LOCATION PLAN - 231 - - 232 - NORTH PICKERING LANDOWNERS GROUP INNOVATION CORRIDOR ESTIMATED FINANCIAL SUMMARY  1682 ITEM OBLIGATIONS DUE TO I.O.LAND BLOCK NOTES NO.BLOCK 6A Financial Obligations at Closing  1 Seaton EA Funding ‐ DC Recoverable Portion ($2,094)(A) 2 Phase 1 RFEA RC Works (Up to DD #14) (Cash or LC)($11,093)(B) 3 Phase 1 RFEA OC Works ($45,733)(C ) 4 Reimbursements Received To Date $16,763 (D) 5 Group Administration Costs ‐ Veridian Payment ($1,373)(E ) 6 CSA Group Costs ($9,034)(F) TOTAL ENTITLEMENTS/(OBLIGATIONS)($52,563)(G=A+B+C+D+ E+F)Due upon closing.  OBLIGATIONS DUE TO TRUSTEE OR REGION LC Required for Region Constructed Work Secured to Date 1 RFEA Region Constructed Top Up ($2,169)(H) Due upon closing.  To be provided to Trustee  via certified cheque. 2 RFEA Owner Constructed Top Up ($9,045) (I)Due upon closing.  To be provided to Trustee  via certified cheque. 3 Other Group & Administration Top Up ($2,320) (J) Due upon closing.  To be provided to Trustee  via certified cheque. 4 Required Security for Owner Constructed Works ($16,773) (K) Performance Security Required Upon Closing.   This amount will be released as RFEA Phase 1  Works proceed.  5 Required Future Security for Owner Constructed Works ($5,087) (L) Additional Performance Security Required to  complete RFEA Phase 1 Works to be called  between 2019 & 2020. 6 RFEA LC for Regional Drawdowns (LC) ($5,627) (M)Due Upon closing.  To be used by Region for  future draw downs.  TOTAL ENTITLEMENTS/(OBLIGATIONS)($41,020)(N=H+I+J+K+L +M) OBLIGATIONS REQUIRED AT DEVELOPMENT EVENT Development Event Financial Obligations 1 Community Land $0 (O)I.O. to balance land requirement therefore  obligation to potential purchaser is $0.   2 Community Servicing ($56,480) (P)Required Payments due prior to site plan  execution.   3 CDC Oversizing ($525) (Q)Required payment due prior to site plan  execution. 4 Regional Front Funding Construction (PHS 2) ($94,066)(R ) Required security to be provided prior to site  plan execution.  TOTAL ENTITLEMENTS/(OBLIGATIONS)($151,071)(S=O+P+Q+R) ON GOING OBLIGATIONS TO TRUSTEE AND REGION 1 RFEA ‐ Owner Constructed (PHS 1) (Cash)($116,333)(T) 2 RFEA ‐ Regional Constructed (PHS 1) (Drawdown LC)($85,146)(U) 4 City FIA ($2,364)(V)Required payment to be paid either via cash call  or through site plan agreement.  5 Shared Hydro Trunk ($14,196) (W)Required payment to be called via cash call. 6 Administrative Costs ($5,195) (X) Administrative payments to be called via cash  call.  Estimated calls to be total of  $2 million/year for 5 years.  7 Enterprise Gateway  ($1,278) (Y) Costs for Enterprise Gateway will be 100%  recoverable once I.O. lands in this area are sold  to future developer. TOTAL ESTIMATED ON GOING OBLIGATIONS ($224,511)(Z=T+U+V+W +X+Y) REGIONAL DEVELOPMENT CHARGES AND CREDITS 1 Sanitary Landowner Constructed DC's ($42,366)(AA) 2 Sanitary Region Constructed DC's ($15,505)(BB) 4 Regional Attributions DC's ($51,390)(CC) Due upon Development Event.  To be paid to  Region of Durham.  Non DC Creditable. 5 Water Landowner Constructed DC's ($7,091) (DD) 6 Water Region Constructed DC's ($16,081)(EE) 7 Water Attributions DC's ($35,447)(FF)Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  8 Prepayment of Region Attributions DC's ($105,968) (GG) Due upon Development Event.  To be paid to  Region of Durham.  Future credits available as  Phase 2 Employment Lands Develop. 9 Regional Roads DC's ($50,653) (HH) Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  10 Regional Transit DC's ($8,467) (II) Due upon Development Event.  To be paid to  Region of Durham.  Non DC Creditable. 11 Estimated PHS 1 Regional Constructed DC Credits $68,053 (JJ) To be received as Seaton Community proceeds  with Development. 12 Estimated Phase 1 Owner Constructed DC Credits $93,066 (KK)To be received as Seaton Community proceeds  with Development. 13 Estimated PHS 2 Regional DC Credits $75,253 (LL) To be received after RFEA PHS 2 agreement in  place and as Seaton Community proceeds with  Development. TOTAL ESTIMATED ON GOING OBLIGATIONS ($96,595)(MM=AA to  LL) Notes: i) ii) Above values include transactions to date paid by I.O.  iii) iv) v) vi) City of Pickering DC's not included within the charts above and to be calculated by owner.  vii) Additional recoveries such as Durham Seaton Federal Recoveries are not included in summary above.  Required payments to be made via cash call  within 2020 to 2022. Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  Values in (Brackets) denotes an under‐dedication or required payment.  Values without brackets denotes an  entitlement or over‐dedication.  I.O. to balance land prior to closing with potential purchaser.  Potential purchaser to satisfy any land obligation after  closing based on potential changes to plans within the community.  Community Land under‐dedication subject to adjustments based on community use land value established at the  time of development event.  Current value is $2,216,500/acre.  Performance Security is required upon closing and will be reimbursed throughout the life of Seaton through  development charge credits.  P:\1682 North Pickering Landowners Group\Project Management\Cost Sharing\RFEA\Schedules\IO Scenarios\2020 02(Feb) 24 ‐ City Purchases\1682‐Summary for Block 6A.xlsx 4/8/2020- 233 - LOCATION PLAN - 234 - - 235 - NORTH PICKERING LANDOWNERS GROUP INNOVATION CORRIDOR ESTIMATED FINANCIAL SUMMARY  1682 ITEM OBLIGATIONS DUE TO I.O.LAND BLOCK NOTES NO.BLOCK 7A Financial Obligations at Closing  1 Seaton EA Funding ‐ DC Recoverable Portion ($14,986) (A) 2 Phase 1 RFEA RC Works (Up to DD #14) (Cash or LC)($79,376)(B) 3 Phase 1 RFEA OC Works ($332,761)(C ) 4 Reimbursements Received To Date $120,138 (D) 5 Group Administration Costs ‐ Legal Fees ($9,827)(E ) 6 CSA Group Costs ($28,434)(F) TOTAL ENTITLEMENTS/(OBLIGATIONS)($345,246)(G=A+B+C+D+ E+F)Due upon closing.  OBLIGATIONS DUE TO TRUSTEE OR REGION LC Required for Region Constructed Work Secured to Date 1 RFEA Region Constructed Top Up ($15,844) (H)Due upon closing.  To be provided to Trustee via  certified cheque. 2 RFEA Owner Constructed Top Up ($67,081)(I) Due upon closing.  To be provided to Trustee via  certified cheque. 3 Other Group & Administration Top Up ($16,898)(J)Due upon closing.  To be provided to Trustee via  certified cheque. 4 Required Security for Owner Constructed Works ($200,659) (K) Performance Security Required Upon Closing.   This amount will be released as RFEA Phase 1  Works proceed.  5 Required Future Security for Owner Constructed Works ($36,527) (L) Additional Performance Security Required to  complete RFEA Phase 1 Works to be called  between 2019 & 2020. 6 RFEA LC for Regional Drawdowns (LC) ($40,406) (M)Due Upon closing.  To be used by Region for  future draw downs.  TOTAL ENTITLEMENTS/(OBLIGATIONS)($377,415)(N=H+I+J+K+L +M) OBLIGATIONS REQUIRED AT DEVELOPMENT EVENT Development Event Financial Obligations 1 Community Land  $0 (O) I.O. to balance land requirement therefore  obligation to potential purchaser is $0.  2 Community Servicing $2,114,934 (P)Required Payments due prior to site plan  execution.   3 CDC Oversizing ($3,757) (Q)Required payment due prior to site plan  execution. 4 Regional Front Funding Construction (PHS 2) ($673,288) (R )Required security to be provided prior to site  plan execution.  TOTAL ENTITLEMENTS/(OBLIGATIONS)$1,437,889 (S=O+P+Q+R) ON GOING OBLIGATIONS TO TRUSTEE AND REGION 1 RFEA ‐ Owner Constructed (PHS 1) (Cash)($828,345)(T) 2 RFEA ‐ Regional Constructed (PHS 1) (Drawdown LC)($611,388)(U) 4 City FIA ($16,921)(V)Required payment to be paid either via cash call  or through site plan agreement.  5 Shared Hydro Trunk ($101,644) (W)Required payment to be called via cash call. 6 Administrative Costs ($37,190) (X) Administrative payments to be called via cash  call.  Estimated calls to be total of  $2 million/year for 5 years.  7 Enterprise Gateway  ($9,151) (Y) Costs for Enterprise Gateway will be 100%  recoverable once I.O. lands in this area are sold  to future developer. TOTAL ESTIMATED ON GOING OBLIGATIONS ($1,604,639) (Z=T+U+V+W+ X+Y) REGIONAL DEVELOPMENT CHARGES AND CREDITS 1 Sanitary Landowner Constructed DC's ($303,375)(AA) 2 Sanitary Region Constructed DC's ($111,027)(BB) 4 Regional Attributions DC's ($367,990)(CC)Due upon Development Event.  To be paid to  Region of Durham.  Non DC Creditable. 5 Water Landowner Constructed DC's ($50,775) (DD) 6 Water Region Constructed DC's ($115,155)(EE) 7 Water Attributions DC's ($253,828)(FF) Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  8 Prepayment of Region Attributions DC's ($758,815) (GG) Due upon Development Event.  To be paid to  Region of Durham.  Future credits available as  Phase 2 Employment Lands Develop. 9 Regional Roads DC's ($146,609) (HH) Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  10 Regional Transit DC's ($24,506) (II) Due upon Development Event.  To be paid to  Region of Durham.  Non DC Creditable. 11 Estimated PHS 1 Regional Constructed DC Credits $488,653 (JJ)To be received as Seaton Community proceeds  with Development. 12 Estimated Phase 1 Owner Constructed DC Credits $662,676 (KK) To be received as Seaton Community proceeds  with Development. 13 Estimated PHS 2 Regional DC Credits $538,630 (LL) To be received after RFEA PHS 2 agreement in  place and as Seaton Community proceeds with  Development. TOTAL ESTIMATED ON GOING OBLIGATIONS ($442,120)(MM=AA to  LL) Notes: i) ii) Above values include transactions to date paid by I.O.  iii) iv) v) vi) vii) City of Pickering DC's not included within the charts above and to be calculated by owner.  viii) Additional recoveries such as Durham Seaton Federal Recoveries are not included in summary above.  Community Land under‐dedication subject to adjustments based on community use land value established at the time  of development event.  Current value is $2,216,500/acre.  Performance Security is required upon closing and will be reimbursed throughout the life of Seaton through  development charge credits.  Front Funding Community Servicing Costs for Block 2A include assumptions of construction of Regional Road  Enhancements within Highway 7.  Required payments to be made via cash call  within 2020 to 2022. Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  Due upon Development Event.  To be paid to  Trustee a for re‐distribution to group.  Values in (Brackets) denotes an under‐dedication or required payment.  Values without brackets denotes an  entitlement or over‐dedication.  I.O. to balance land prior to closing with potential purchaser.  Potential purchaser to satisfy any land obligation after closing based on potential changes to plans within the community.  P:\1682 North Pickering Landowners Group\Project Management\Cost Sharing\RFEA\Schedules\IO Scenarios\2020 02(Feb) 24 ‐ City Purchases\1682‐Summary for Block 7A.xlsx 3/27/2020 Attachment No. 7 to Report CAO 02-20 - 236 - LOCATION PLAN - 237 - - 238 - The Corporation of the City of Pickering By-law No. 7755/20 Being a by-law to authorize the Purchase of Land for the Seaton North Fire Station in the City of Pickering and the issuance of debentures in the amount of $1,098,000 for the Development Charges-Protection Services Reserve Fund funding for the Purchase of Land for the Seaton North Fire Station project, and that the first source of repayment for this debt is future development charge collections. Whereas Section 11 of the Municipal Act, 2001, as amended, provides that a lower-tier municipality may pass by-laws respecting matters within the spheres of jurisdiction described in that Section; and, Whereas Subsection 401(1) of the Municipal Act, 2001, as amended, provides that a municipality may incur a debt for municipal purposes, whether by borrowing money or in any other way; and, Whereas Subsection 401(3) of the Municipal Act, 2001, as amended, provides that a lower-tier municipality in a regional municipality does not have the power to issue debentures; and, Whereas The Regional Municipality of Durham has the sole authority to issue debentures for the purposes of its lower-tier municipalities including The Corporation of the City of Pickering (the “City”); and, Whereas the Council of the City wishes to proceed with debenture financing for the Purchase of Land for the Seaton North Fire Station project; and Whereas before authorizing the acquisition in respect to the Purchase of Land for the Seaton North Fire Station project, the Council of the City had the Treasurer update the City’s Annual Repayment Limit, the Treasurer calculated the estimated annual amount payable in respect of such project and determined that such annual amount would not cause the City to exceed the updated limit and therefore, Local Planning Appeal Tribunal (LPAT) approval is not required as per Section 401 of the Municipal Act, 2001, as amended, and the regulations made thereunder; And whereas after determining that Local Planning Appeal Tribunal approval is not required, the Council of the City approved report CAO 02-20 on the date hereof and approved the Purchase of Land for the Seaton North Fire Station project in the City of Pickering; Attachment No. 8 to Report CAO 02-20 - 239 - By-law No. 7755/20 Page 2 Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: 1.That the City proceed with the project referred to as “Purchase of Land for the Seaton North Fire Station”; 2.That the estimated costs of the project in the amount of $1,878,304 be financed as follows: a)the sum of $758,000 be financed by the issue of debentures by the Regional Municipality of Durham over a period not to exceed 10 years; b)the sum of $21,000 be funded from the Seaton Landowners Group Financial Impact Agreement Reserve Fund; c)the sum of $1,098,000 be financed by the issue of debentures by the Regional Municipality of Durham over a period not to exceed 10 years to address the funding shortfall of the Development Charges -Protection Services Reserve Fund (“DC-Protection Services RF”), and this amount be repaid from future development charge collections; d)that the sum of $1,304 be funded from property taxes; 3.That the funds to repay the principal and interest of the debentures be provided for in the annual Current Budget for the City commencing in 2020 or such subsequent year in which the debentures are issued and continuing thereafter until the debenture financing is repaid for 2 a) noted above; 4.That the funds to repay the principal and interest of the debentures be provided for in the annual Current Budget for the City commencing in 2020 or such subsequent year in which the debentures are issued and continuing thereafter until the debenture financing is repaid from future development charge as the first source of repayment for 2 c) noted above. By-law passed this 13th day of May, 2020 ___________________________________ Kevin Ashe, Deputy Mayor ___________________________________ Susan Cassel, City Clerk - 240 - The Corporation of the City of Pickering By-law No. 7756/20 Being a by-law to authorize the Purchase of Land for the Seaton North Fire Station in the City of Pickering and the issuance of debentures in the amount of $758,000. Whereas Section 11 of the Municipal Act, 2001, as amended, provides that a lower-tier municipality may pass by-laws respecting matters within the spheres of jurisdiction described in that Section; and, Whereas Subsection 401(1) of the Municipal Act, 2001, as amended, provides that a municipality may incur a debt for municipal purposes, whether by borrowing money or in any other way; and, Whereas Subsection 401(3) of the Municipal Act, 2001, as amended, provides that a lower-tier municipality in a regional municipality does not have the power to issue debentures; and, Whereas The Regional Municipality of Durham has the sole authority to issue debentures for the purposes of its lower-tier municipalities including The Corporation of the City of Pickering (the “City”); and, Whereas the Council of the City wishes to proceed with debenture financing for the Purchase of Land for the Seaton North Fire Station project; and Whereas before authorizing the acquisition in respect to the Purchase of Land for the Seaton North Fire Station project, the Council of the City had the Treasurer update the City’s Annual Repayment Limit, the Treasurer calculated the estimated annual amount payable in respect of such project and determined that such annual amount would not cause the City to exceed the updated limit and therefore, Local Planning Appeal Tribunal (LPAT) approval is not required as per Section 401 of the Municipal Act, 2001, as amended, and the regulations made thereunder; And whereas after determining that Local Planning Appeal Tribunal approval is not required, the Council of the City approved report CAO 02-20 on the date hereof and approved the Purchase of Land for the Seaton North Fire Station project in the City of Pickering; Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: - 241 - By-law 7756/20 Page 2 1.That the City proceed with the project referred to as “Purchase of Land for the Seaton North Fire Station”; 2.That the estimated costs of the project in the amount of $1,878,304 be financed as follows: a)the sum of $758,000 be financed by the issue of debentures by the Regional Municipality of Durham over a period not to exceed 10 years; b)the sum of $21,000 be funded from the Seaton Landowners Group Financial Impact Agreement Reserve Fund; c)the sum of $1,098,000 be financed by the issue of debentures by the Regional Municipality of Durham over a period not to exceed 10 years to address the funding shortfall of the Development Charges -Protection Services Reserve Fund (“DC-Protection Services RF”), and this amount be repaid from future development charge collections; d)that the sum of $1,304 be funded from property taxes; 3.That the funds to repay the principal and interest of the debentures be provided for in the annual Current Budget for the City commencing in 2020 or such subsequent year in which the debentures are issued and continuing thereafter until the debenture financing is repaid, for 2 a) noted above; 4.That the funds to repay the principal and interest of the debentures be provided for in the annual Current Budget for the City commencing in 2020 or such subsequent year in which the debentures are issued and continuing thereafter until the debenture financing is repaid from future development charge as the first source of repayment for 2 c) noted above. By-law passed this 13th day of May, 2020 ___________________________________ Kevin Ashe, Deputy Mayor ___________________________________ Susan Cassel, City Clerk - 242 -