Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
LEG 06-20
Report to Council Report Number: LEG 06-20 Date: August 10, 2020 From: Paul Bigioni Director, Corporate Services & City Solicitor Subject: Pickering City Centre Project - Development Management Agreements - File: D-1000-003-18 Recommendation: 1. That the following agreements with Cushman & Wakefield Asset Services ULC and twopoint0partners inc. be approved, subject to (i) City staff approval of the invoices submitted by the said companies for services rendered to date, and subject to minor revisions acceptable to the Director, Corporate Services & City Solicitor and Interim Chief Administrative Officer: (a) Development Management agreement between the City and twopoint0partners inc. for the proposed new Performing Arts Centre; (b) Development Management agreement between the City and twopoint0parnters inc. for the proposed new Central Library; and (c) Development Management agreement between the City and Cushman & Wakefield Asset Services ULC for the proposed new Seniors & Youth Centre; 2. That invoices for services rendered by Cushman & Wakefield Asset Services ULC in the amount of $296,459.46 (inclusive of HST) and twopoint0partners inc. for services rendered in the amount of $668,405.36 (inclusive of HST) be approved in principle, subject to review of the said invoices by City staff for conformity to the requirements of the above -noted agreements; 3. That invoices for services rendered by exp Services Inc., in the amount of $5,706.50 (inclusive of HST) be approved in principle, subject to review of the said invoices by City staff for conformity to the requirements of the above-noted agreements; and 4. That appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this report. Executive Summary: On July 22, 2019, Council approved the City Centre project in principle and directed staff to negotiate binding agreements to define the project and to provide for the construction of the new City facilities included in the project. Starting in early 2019, representatives of Cushman & Wakefield Asset Services ULC (“C&W”), twopoint0 partners inc. (“2.0”) and Architects Alliance (“aA”) began to work with teams of staff from LEG 06-20 August 10, 2020 Subject: City Centre – Development Management Agreements Page 2 the Community Services and City Development Departments on the design of the new City facilities that will define the City Centre project. Since August, C&W and 2.0 have acted as the City’s development managers, coordinating and administering the design process on the City’s behalf. The attached agreements have been drawn up to define the roles of the development managers, the scope of their services and the fees to be paid to them. City staff recommend that the attached agreements be approved, provided that the invoices submitted by the development managers for services rend ered from August, 2019 to date are found by City staff to be appropriate and in conformity to the terms of the attached agreements. Financial Implications: Funding for the payment of invoices for development management services was provided for in the 2020 Capital Budget. City staff (principally the Finance and Community Services Departments) will review the accuracy and completeness of the submitted invoice s to ensure that the supporting documentation matches and supports for the fees charged and to ensure conformity to the terms of the attached agreements. The total gross dollar amount as reflected in recommendation 2 is $964,864.82 (inclusive of HST), however, the City’s net HST cost is approximately $868,891.00. These costs will be allocated to the various capital budget accounts associated with the City Centre project. Recommendation 3 is approving payment to exp Services Inc. (soils engineering firm) for work related to the Central Library and Performing Arts Centre. This firm provided geotechnical services in the scope of “shear velocity testing and bearing capacity data” to the structural engineers to design the building foundations. Discussion: Pursuant to Report CAO 07-19 dated July 22, 2019, Council approved the City Centre project in principle and directed staff to negotiate binding agreements to define the project. The Memorandum of Understanding attached to Report CAO 07 -19 provided for the construction of the new City facilities included in the project. The main features of the proposed new City Centre will be as follows: New Central Library: At approximately 47,000 square feet, the new Central Library will be significantly larger than the existing facility. This expansion will improve the delivery of new and existing services, and provide opportunities to better delineate key areas such as children's programming and seniors programming . The new library will include a green roof feature. The construction of the new central library will also facilitate the much-needed expansion of administrative and office space in City Hall into the old Central Library location. LEG 06-20 August 10, 2020 Subject: City Centre – Development Management Agreements Page 3 New Seniors & Youth Centre: The new Seniors & Youth Centre will be a 2-storey structure of approximately 64,000 square feet. It will feature 2 full sized gymnasiums, 3 multipurpose activity rooms, a full service kitchen, youth centre with a combined computer room, multimedia/games and general activity room, meeting room/boardroom, public change rooms, washrooms and storage rooms. A diverse array of recreation and leisure services will be offered at this community hub. Construction of the new Seniors & Youth Centre will enable the City to close its existing East Shore Community Centre , an undersized and aging building which is costly to maintain. Performing Arts Centre: The new Performing Arts Centre will be a 2-storey, 39,000 square foot facility. It will include a 600- seat theatre space with world class acoustics, seat comfort and sight lines to accommodate live theatre, music, dance, opera, film, speakers and special events; a multi-purpose room appropriate for a range of programs/activities including meetings, special events, rehearsals, performances and private rentals; classrooms and practice spaces to support arts education, fine arts programming and private rentals; and a 5,000 square foot lobby with concession area suited for large public gatherings, corporate events and art exhibitions. New Public Square: The new City facilities will be arrayed around a public square space that will act as a meeting place and a focal point for community activity. Through smart and pedestrian-focused design, the City will have the ability to close off sections of Glenanna Road in order to add to the public square and create a larger community gathering space. All of the facilities will be seamlessly connected via activated and pedestrian-friendly walkways, which will expand the public square concept to the farther reaches of the project. New Underground Parking Structure: To maximize the public space at ground level, a 3-storey underground parking structure will be built. It is anticipated to have 930 stalls with 350 dedicated for City uses by a long term lease/maintenance agreement. The remaining stalls will be allocated for residential use, to serve the adjacent residential development. Above the parking structure, title to parcels of real estate (air rights) would be transferred to the City for the new Library, Seniors & Youth Centre and P erforming Arts Centre. New residential development would take place on what is now the South Esplanade parking lot, which would be transferred to OPB Realty Inc. ("OPB"). A key component of the new residential development will be a 50 storey residential tower constructed over top the new Seniors & Youth Centre. Work Done to Date: Starting in early 2019, representatives of Cushman & Wakefield Asset Services ULC (“C&W”), twopoint0 partners inc. (“2.0”) and Architects Alliance (“aA”) began to work with teams o f staff from the Community Services and City Development Departments on the design of the new City LEG 06-20 August 10, 2020 Subject: City Centre – Development Management Agreements Page 4 facilities that will define the City Centre project. City staff have attended numerous design meetings with staff from C&W, 2.0 and aA, all of which are listed in Attachment No. 4. Main Features of the Development Management Agreements: Since August, C&W and 2.0 have acted as the City’s development managers, coordinating and administering the design process on the City’s behalf. The attached agreements have been drawn up to define the roles of the development managers, the scope of their services and the fees to be paid to them. The scope of services provided by the development managers include: (a) formulate, present and finalize development concepts for the project and the pro-forma budget; (b) apply for and supervise consultants in connection with the acquisition of, all zoning amendments, applications, licences, permits and approvals necessary for the project; (c) obtain approval of the City for contractors, consultants, suppliers and others for the project; and co-ordinate, direct and supervise their work, scrutinize and settle their accounts and supervise and use its commercially reasonable efforts to ensure their performance; (d) review contractor’s notices and requests for contractor’s contingency expenditures and to obtain the prior written approval of the City to authorize any such expenditures where the anticipated cost provided for in the contractor’s contract exceeds $25,000.00; (e) execute contracts with contractors in the name of and on behalf of the City, without personal liability, for work relating to the project where the anticipated cost provided for in the contract does not exceed $25,000.00; (f) co-ordinate the layout, design and engineering for the project; (g) submit to the City monthly: (i) a cost and financial pro-forma analysis for the project and a consolidated report showing projected capital costs, costs incurred to date and projected variances to the Pro-Forma Budget, for approval or rejection by the City; (ii) reports on construction, contractual and legal matters and any significant developments affecting the project; (iii) an updated timetable for the completion of the project; and (iv) such other reports and information required by the City; (h) provide to the City, on an ongoing basis, access to reports on change orders and change directives, project schedules and cash allowances; (i) submit to the City all accounting and financial information and supporting documents for the Development as may be necessary or desirable for the purposes of preparing the City’s financial statements in accordance with public sector accounting principles; (j) provide full accounting and bookkeeping services (but not audit services) for the project; (k) manage the draw requests for the project; (l) arrange for and coordinate regular meetings among the City, the Architect and the Development Manager; (m) arrange for and coordinate periodic meetings among the City, the Development Manager, and the PTC Ownership to ensure a coordinated effort with respect to construction; (n) provide regular monitoring of the project schedule as construction progresses; LEG 06-20 August 10, 2020 Subject: City Centre – Development Management Agreements Page 5 (o) co-ordinate and supervise to completion in accordance with the plans and specifications approved by the City the construction of the project; (p) provide oversight in connection with required post-completion services and management of any warranty claims and rectifications up to two years aft er the date of substantial completion of the project; and (q) carry out such other duties as are normally carried out by a development manager of similar projects. The fee due to the development managers is 4 percent of the hard and soft costs of each of the three facilities to be designed and built. The fee is payable in monthly instalments for the duration of the project, notwithstanding that the pace of the development management work varies throughout the different phases of the design and construction process. Provision has been included in the agreements for putting the project on hold, as may be necessary. As a result of the pandemic, the design process has been on hold since March 12, 2020. Since that time, work has stopped and the monthly development management fee has not been charged. The agreements also provide for termination by the City if the City Centre projec t does not proceed for any reason. In the event of such termination , the development managers will be paid for their services rendered to the date of termination. Cushman & Wakefield currently manage the Pickering Town Centre property, and they have experience managing the development and construction of large retail and commercial properties. Bruno Bartels and George Buckles have been the lead representatives of Cushman & Wakefield throughout most of the City Centre design process. 2.0 is a company incorpo rated by George Buckles to manage the development of the City’s new Central Library and Performing Arts Centre. Attachment No. 5 to this report contains information about other projects managed by Cushman & Wakefield. City staff recommend that the attached agreements be approved, provided that the invoices submitted by the development managers for services rendered to date are found by City staff to be appropriate and in conformity to the terms of the attached agreements. Attachments: 1. Development Management agreement between the City and twopoint0partners inc. for the proposed new Performing Arts Centre; 2. Development Management agreement between the City and twopoint0parnters inc. for the proposed new Central Library; and 3. Development Management agreement between the City and Cushman & Wakefield Asset Services ULC for the proposed new Seniors and Youth Centre. 4. List of design meetings attended by staff from the City, Cushman & Wakefield, 2.0 and aA. LEG 06-20 August 10, 2020 Subject: City Centre – Development Management Agreements Page 6 5.Information about other projects managed by Cushman & Wakefield. Prepared By: Paul Bigioni Director, Corporate Services & City Solicitor PB:ks Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Interim Chief Administrative Officer Execution Version Tor#: 9758973.1 THE CORPORATION OF THE CITY OF PICKERING (the “Owner”) - and - twopointO partners inc. (the “Development Manager”) PICKERING CITY CENTRE PERFORMING ARTS CENTRE DEVELOPMENT MANAGEMENT AGREEMENT Attachment 1 to Report LEG 06-20 Tor#: 9758973.1 TABLE OF CONTENTS Article 1 DEFINITIONS ...............................................................................................................1 1.1 Definitions................................................................................................................1 Article 2 APPOINTMENT AND SERVICES .............................................................................6 2.1 Appointment ............................................................................................................6 2.2 Development Manager’s Representations and Warranties ......................................6 2.3 Standard of Performance..........................................................................................7 2.4 Independent Contractor ............................................................................................7 2.5 Confidentiality .........................................................................................................7 2.6 Obligations and Services of the Development Manager ..........................................7 2.7 Staff ........................................................................................................................13 2.8 Ownership of Plans ................................................................................................13 2.9 Inspection ...............................................................................................................14 2.10 Safety Measures .....................................................................................................14 2.11 Discharge Liens .....................................................................................................14 2.12 Insurance ................................................................................................................14 2.13 Development Fee ...................................................................................................15 2.14 Leasing Fees...........................................................................................................16 2.15 Payment of Development Fee and Reimbursable Expenses ..................................16 2.16 Payment of Development Costs .............................................................................17 2.17 [Intentionally Deleted] ...........................................................................................18 2.18 Reimbursement of Expenses ..................................................................................18 2.19 No Other Fees ........................................................................................................18 2.20 Information ............................................................................................................19 2.21 Compliance with Applicable Laws ........................................................................19 2.22 Maintenance of Records ........................................................................................19 Article 3 AUTHORITY ...............................................................................................................19 3.1 Authority ................................................................................................................19 Article 4 OBLIGATIONS OF THE OWNER ...........................................................................20 4.1 Obligations of the Owner .......................................................................................20 Article 5 TERM ............................................................................................................................20 5.1 Term .......................................................................................................................20 5.2 Termination by Owner ...........................................................................................20 5.3 Default by Owner ...................................................................................................21 5.4 Indemnity by Owner ..............................................................................................22 5.5 Indemnity by Development Manager ....................................................................23 5.6 Duties Flowing from Termination .........................................................................23 5.7 Delivery of Records to Owner ...............................................................................24 5.8 Limits of Liability ..................................................................................................24 5.9 Rights on Termination ...........................................................................................25 Article 6 UNAVOIDABLE DELAY ...........................................................................................25 - ii - Tor#: 9758973.1 6.1 Unavoidable Delay.................................................................................................25 Article 7 NOTICES ......................................................................................................................26 7.1 Notices ...................................................................................................................26 Article 8 ASSIGNMENTS ...........................................................................................................27 8.1 Assignment by Development Manager ..................................................................27 8.2 Assignment by Owner............................................................................................27 Article 9 GENERAL ....................................................................................................................27 9.1 Gender and Number ...............................................................................................27 9.2 Captions, Table of Contents and Legislation .........................................................27 9.3 Obligations as Covenants .......................................................................................27 9.4 Applicable Law ......................................................................................................27 9.5 Invalidity ................................................................................................................28 9.6 Amendment of Agreement .....................................................................................28 9.7 Successors and Assigns ..........................................................................................28 9.8 Accounting Principles ............................................................................................28 9.9 HST ........................................................................................................................28 9.10 Schedules ...............................................................................................................28 9.11 Time .......................................................................................................................28 9.12 Non-Waiver ............................................................................................................29 9.13 Rights of Parties Independent ................................................................................29 9.14 Status Reports ........................................................................................................29 9.15 No Representations ................................................................................................29 9.16 Further Assurances.................................................................................................29 9.17 Rights of Examination by the Owner.....................................................................29 9.18 Entire Agreement ...................................................................................................30 9.19 Canadian Dollars ....................................................................................................30 9.20 Counterparts ...........................................................................................................30 9.21 Language ................................................................................................................30 Schedule A Description of the Lands and Premises .................................................................32 Schedule B Initial Pro-Forma Budget ........................................................................................33 Schedule C Development Plans...................................................................................................34 Schedule D Description of the PTC Lands ................................................................................35 Tor#: 9758973.1 THIS DEVELOPMENT MANAGEMENT AGREEMENT made as of the _____ day of August, 2020. BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (the “Owner”) - and - twopointO partners inc. (the “Development Manager”) RECITALS: A. The Owner is the Owner of the Property. B. The Owner and the Development Manager have agreed to enter into this Agreement to confirm the Development Manager as the development manager for the Development on the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and the sum of $10.00 paid by each party to the other party and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties covenant and agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions In this Agreement unless there is something in the subject matter or context inconsistent therewith, the following words shall have the respective meanings set forth in this Section 1.1: “Additional Development Management Agreement” means the development management agreement dated as of the date hereof made between the Owner and the Development Manager with respect to the Performing Arts Centre. “Agreement” means this Development Management Agreement, as amended, supplemented and restated from time to time. “Applicable Laws” means all statutes, laws, by-laws, regulations, ordinances and orders of Authorities. “Architect” means architectsAlliance – a partnership of corporations by its partners (including the sub-consultants and engineers retained by the Architect), or such other architect or firm of architects as may be retained by the Development Manager on behalf of the Owner in respect of the Development, from time to time. - 2 - Tor#: 9758973.1 “Authorities” means the federal, provincial, and municipal governments, the courts, administrative and quasi-judicial boards and tribunals and any other organizations or entities with the lawful authority to regulate, or having a power or right conferred at law or by or under a statute over, the Owner, the Development Manager, the Improvements or the Lands, including the businesses carried on therein. “Business Day” means a day which is neither a Saturday, Sunday nor a day observed as a holiday under the laws of the Province in which the Property is located or the federal laws of Canada; and “Business Days” means more than one Business Day. “Construction Cost Oversight Consultant” means Independent Project Managers together with CB Ross Partners Cost Consultants, or such other cost consultants or project manager(s) as may be retained by the Owner to provide cost oversight services in respect of the Development, from time to time. “Consultants” means the Architect and such other architects, engineers, lawyers or other consultants (including such sub-consultants as are retained by any Consultant) as the Development Manager, subject to the approval of the Owner, may appoint from time to time on behalf of the Owner to supervise the servicing, development and construction of the Development; and “Consultant” means any one of the Consultants. “Contractor” means the construction firm engaged by the Owner to act as general contractor in respect of the Development. “Contracts” means all contracts either entered into or administered by the Development Manager in respect of the Development. “Development” means the intended development of the Improvements including but not limited to the development and construction of a new performing arts centre containing up to 600 seats and related rectifications, reconfiguration and completion of the common areas of the Improvements in accordance with the Development Plans. “Development Costs” means the total of all Hard Costs and Soft Costs. “Development Fee” means the fee for the Development Manager’s services provided for in Section 2.13. “Development Period” means the period commencing on August 1, 2019 and ending on the later of: (a) the date on which the Development is Totally Completed; and (b) the expiry of one year after the date of Substantial Completion of the Development; provided that, solely for the purposes of Section 2.6(ff), the Development Period shall continue until the date that is two years after the date of Substantial Completion of the Development. “Development Plans” means the conceptual plans prepared by the Architect and renderings of the Development collectively attached hereto as Schedule C, as may be amended, supplemented or otherwise changed from time to time with the approval of the Owner. - 3 - Tor#: 9758973.1 “Emergency” means a condition or circumstance occurring in or about the Property which if not remedied immediately would result, with reasonable certainty, in: (i) material damage to the Property or material damage to other property; (ii) serious physical injury or death; or (iii) criminal or civil liability on the part of the Owner. “Event of Default” means, in the case of the Development Manager: (a) the negligence or wilful misconduct of the Development Manager to perform its duties and discharge its obligations under this Agreement; (b) the persistent and/or material failure of the Development Manager, other than a failure which is as a result of either negligence or wilful misconduct of the Development Manager, to perform its duties and discharge its obligations under this Agreement; or (c) any fraudulent act of the Development Manager in respect of the Development or this Agreement or any material and deliberate misrepresentation by such Development Manager to the Owner. “Event of Insolvency” means the occurrence of any one or more of the following events: (a) if the Development Manager, other than in connection with a bona fide corporate reorganization shall: (i) be wound-up, dissolved or liquidated, or become subject to the provisions of the Winding-up and Restructuring Act (Canada) or any successor legislation thereto or have its existence terminated or have any resolution passed therefor; (ii) make a general assignment for the benefit of its creditors or a proposal or file a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) or any successor legislation thereto; or (iii) apply for protection or propose a compromise or arrangement under the Companies’ Creditors Arrangement Act (Canada) or any successor legislation thereto or shall file any petition, application or answer seeking any re-organization, arrangement, composition, re-adjustment, liquidation, dissolution or similar relief for itself under any present or future law relating to bankruptcy, insolvency, or other relief for debtors or for the benefit of creditors; (b) if a court of competent jurisdiction enters an order, judgment or decree approving a petition or application filed against the Development Manager seeking any reorganization, arrangement, liquidation, dissolution, winding-up, termination of existence, declaration of bankruptcy or insolvency or similar relief under any present or future law relating to bankruptcy, insolvency or other relief for or against debtors generally, and such order, judgment or decree remains unvacated or unstayed for an aggregate of 60 days from the date of entry thereof; or if any trustee - 4 - Tor#: 9758973.1 in bankruptcy, receiver, receiver and manager, liquidator or any other officer with similar powers is appointed for the Development Manager or of all or any substantial part of its property with the consent or acquiescence of the Development Manager and such appointment remains unvacated or unstayed for an aggregate of 60 days; and (c) if a writ of execution or attachment or similar process is issued or levied against all the property or substantially all of the property of the Development Manager in connection with any judgment against the Development Manager and is not discharged or vacated within 60 days after it is so issued or levied. “Final Budget Approval Date” means the date on which a resolution is duly passed by Pickering City Council approving the final Pro-Forma Budget for the Development following completion of the design and contracting phase of the Development. “Hard Costs” means the total amount of all costs, fees, charges and expenses incurred for construction of the Development, excluding all furniture, fixtures and equipment purchased directly by the Owner and not included in the Pro-Forma Budget, but including, without limitation all expenses incurred in the actual construction of the Development including moneys paid for labour, materials and services in connection with such construction and all payments to and for the account of any contractors or suppliers engaged in the work with respect to the Development prior to and after the date of this Agreement. “HST” means the tax imposed under Part IX of the Excise Tax Act, as amended or re- enacted from time to time, provided that in the event that any similar tax is introduced by any province that has jurisdiction, all references to “HST” shall apply, mutatis mutandis, with respect to such tax and its payment. “Improvements” means a new performing arts centre and related facilities, any office areas and delivery facilities constructed or to be constructed on the Lands together with all connections, if any, to adjacent buildings, constructed as appurtenances to such buildings. “Lands” means the lands and premises described in Schedule A. “Pro-Forma Budget” means: (a) prior to the Final Budget Approval Date, the indicative pro-forma budget for the Development attached hereto as Schedule B that is consistent with the estimated cost of the D evelopment presented by the Director, Finance & Treasurer under Report Number FIN 02-20 to Pickering City Council on February 24, 2020, which is subject to approval by Pickering City Council, which the parties acknowledge is preliminary in nature and shall be updated by agreement between the parties from time to time as the design and contracting phase of the Development progresses; and (b) from and after the Final Budget Approval Date, the final pro-forma budget for the Development as approved by Pickering City Council following completion of the design and contracting phase of the Development, as the same may be updated by agreement between the parties from time to time in accordance with this Agreement. “Property” means, collectively, the Lands and the Improvements. - 5 - Tor#: 9758973.1 “PTC Lands” means the lands and premises outlined in red on Schedule D. “PTC Ownership” means OPB Realty Inc. (the registered owner of the PTC Lands) and its asset manager, Investment Management Corporation of Ontario (IMCO). “Reimbursable Expenses” has the meaning set forth in Section 2.18. “Soft Costs” means any cost, disbursement or expense referable to construction of the Development which is not a Hard Cost but relates to the Development and includes without limitation: (i) fees and expenses incurred for architectural, engineering, land surveying, legal and other professional or consulting services in connection with the planning, development, servicing and construction of the Development; (ii) the cost of permits for construction of the Development and all levies, charges, taxes, assessments and levies made by any Authorities in respect of the Development and all expenses incurred otherwise relating to such construction, including those for insurance, necessary surety and other performance bonds, and other incidental expenses; and (iii) the cost of all agreements and materials obtained in connection with the Development. “Substantial Completion” wherever used herein shall have the same meaning as “substantial completion” or “substantial performance” in the applicable construction lien legislation in force in the province in which the Property is situated and “substantially completed” wherever used herein shall have the corresponding meaning. “Termination Fee” means an amount to be agreed upon between the Owner and the Development Manager, each acting reasonably and in good faith, which shall be calculated based on the cost of all obligations and services provided by the Development Manager pursuant to this Agreement calculated to the date of termination (recognizing that a disproportionate share of the Development Manager’s expertise and work is completed during the design and construction document phase of the Development), without duplication of any Development Fee previously paid by the Owner. “Totally Completed” or “Total Completion” means total completion of the Development as certified by the Consultant, including the completion of all construction deficiencies for the Development. “Unavoidable Delay” means any prevention, delay, stoppage or interruption in the performance of any obligation of a party hereto due to a strike, lockout, slow down, labour dispute, act of God, pandemic, inability to obtain or supply any service, equipment, utility, labour or materials, laws, statutes, ordinances, rules, regulations or orders of Authorities (including, but not limited to, federal, provincial or municipal states of emergency), inability to obtain or delay in receiving any required permit, zoning variance or other governmental or quasi-governmental approvals, enemy or hostile action, civil commotion, - 6 - Tor#: 9758973.1 war or other casualty, default by the other party or any condition or cause beyond the reasonable control of the party obligated to perform, but shall not include any inability by the party to perform because of lack of its own funds where such funds are required to permit it to perform the obligation in question. “Written Order” has the meaning set forth in Section 2.16. ARTICLE 2 APPOINTMENT AND SERVICES 2.1 Appointment The Owner hereby appoints and retains the Development Manager on an exclusive basis to provide all services and obligations set out in this Agreement in connection with the Development on the terms and conditions and for the remuneration provided for in this Agreement. The Development Manager shall administer and manage completion of the Development on behalf of the Owner. The Development Manager hereby accepts such appointment on the terms and conditions set out in this Agreement and agrees that it shall perform such services and carry out such obligations hereunder in a proper, competent, honest, diligent and efficient manner and in keeping with the standard of care, prudence, expertise and diligence that would be expected of an experienced development manager of comparable large commercial real estate projects and in accordance with the standard of performance set out in Section 2.3. The Owner acknowledges and agrees that, except for Reimbursable Expenses provided for in Section 2.18 or as otherwise expressly set out in this Agreement, the Development Manager shall not, at any time, be required to use its own funds to pay any costs or expenses relating to the Development. The parties acknowledge that, prior to the date of this Agreement, the Development Manager has submitted to the Owner, and the Owner has reviewed and approved, various invoices for reimbursement of certain Reimbursable Expenses and for a certain portion of the Development Fee payable to the Development Manager for work performed prior to the date of this Agreement, all of which will be paid by the Owner to the Development Manager promptly following the date of this Agreement. The parties further acknowledge that the Development is currently on pause until at least September 2020 by resolution of Pickering City Council and that further resolutions (the “Restart Resolutions”) are required in order: (i) for the Development Manager to re- commence its work hereunder; and (ii) to approve the indicative Pro-Forma Budget attached as Schedule B hereto. Consequently, the parties agree that the Development Manager shall not, unless directed to do so in writing by the Owner, carry out any further work under this Agreement until the Restart Resolution authorizing the re-commencement of the Development is duly passed by Pickering City Council. 2.2 Development Manager’s Representations and Warranties The Development Manager hereby represents and warrants to the Owner that it has the requisite knowledge, skills and experience (including, without limitation, the knowledge and the experience to advise the Owner when Consultants need to be retained with specialized knowledge, skills and experience) to perform the services and functions provided for in this Agreement to the standards - 7 - Tor#: 9758973.1 provided for in Section 2.3, provided the Owner acknowledges that the Development Manager does not provide legal services to the Owner pursuant to this Agreement. 2.3 Standard of Performance In carrying out its duties and obligations hereunder, the Development Manager will not be responsible for matters beyond its reasonable control (including, without limitation, delay in the completion of the Development, and/or increase in the cost to complete the Development) or for matters involving the expenditure of funds which are not made available by the Owner, and it is understood that the responsibility of the Development Manager in performing the services and functions mentioned shall be limited in each case to exercising in such performance the same degree of care, skill and supervision as would be exercised by an experienced development manager of large commercial real estate projects. During the entire Development Period, the Development Manager shall commit and dedicate to and for the Development the members of its staff (including, without limitation, contract personnel) as required to maintain the standard of performance provided for in this Section 2.3. In performing its obligations and services pursuant to the terms of this Agreement, the Development Manager shall comply with the terms of the Contracts as they relate to the Development. In making any interpretations, decisions or findings, the Development Manager will act in the best interests of the Owner and not show partiality to the PTC Ownership, the Contractor, the Architect or any trade contractors or other counterparties to such Contracts. 2.4 Independent Contractor The parties acknowledge that the Development Manager shall undertake its duties hereunder as an independent contractor and not as agent or in any other way representative of the Owner except as herein expressly provided. It is further acknowledged that nothing in this Agreement nor in any acts of the parties hereto shall be deemed to create a partnership relationship among any of the Development Manager and the Owner. 2.5 Confidentiality The information received by the Development Manager, as a result of or pursuant to this Agreement, shall not be disclosed by the Development Manager to any person other than as a necessary part of discharging its duties or enforcing its rights hereunder or used either to the detriment of the Development or for the benefit of a competitive project, except with the written consent of the Owner or unless required by law to be disclosed in connection with legal proceedings. 2.6 Obligations and Services of the Development Manager The Development Manager shall, in a skilful and expeditious manner and in accordance with any agreements made by the Owner relating to the Development and of which the Development Manager has knowledge: - 8 - Tor#: 9758973.1 (a) with the direction and instruction of the Owner, formulate, present and finalize development concepts for the Development and the Pro-Forma Budget; (b) apply on behalf of the Owner in the name of the Owner, as agent for the Owner and without personal liability, to Authorities for, and obtain, and supervise the Consultants and trade and supply contractors in connection with the acquisition of, all land use classification amendments, applications, licences, permits and approvals necessary or required for the Development (including demolition, excavation, site plan and building permits and their related agreements); (c) select, and propose to and obtain approval of the Owner for, contractors, Consultants, suppliers and others for the Development; and co-ordinate, direct and supervise their work, scrutinize and settle their accounts and supervise and use its commercially reasonable efforts to ensure their performance; (d) review contractor’s notices and requests for contractor’s contingency expenditures and to obtain the prior written approval of the Owner to authorize any such expenditures where the anticipated cost provided for in the contractor’s contract exceeds $25,000.00, whether as a credit or an expense, and to authorize, on behalf of the Owner, contingency expenditures which have been approved by the Owner or which are not required to be approved by the Owner but which, based on the experience of the Development Manager, are justifiable. For certainty, the provisions of this Section 2.6(d) shall apply to contractor’s contingency payments to the Owner’s general contractor in accordance with the terms and conditions of the construction contract between the Owner and such general contractor; (e) execute Contracts with contractors in the name of and on behalf of the Owner, without personal liability of the Development Manager under such Contracts, for work and/or services for the Owner and relating to the Development where the anticipated cost provided for in the contract does not exceed $25,000.00; (f) co-ordinate the layout, design and engineering for the Development including, without limitation, the preparation of all drawings and specifications, and obtain the approval by the Owner of any material changes thereto; (g) co-ordinate and direct to completion in accordance with the plans and specifications approved in writing by the Owner, the requirements of all project agreements and in accordance with Applicable Laws, the construction of the Development including, without limitation, demolition, if any, site preparation, time schedules and, subject to Section 2.12 of this Agreement, insurance coverage, except such policies of insurance or bonds as the Owner elects to negotiate for and procure on its own behalf and the Development Manager shall review and authorize on behalf of the Owner change orders with respect to the construction of the Development provided that the Development Manager shall obtain the prior written approval of the Owner for any change order where the anticipated cost of same exceeds $25,000.00; - 9 - Tor#: 9758973.1 (h) co-ordinate, in conjunction with the Consultants, the preparation by the general contractor and distribution to the Owner of critical path schedules for the development of the Development and obtain from contractors and distribute to the Owner critical path schedules for the construction of the Development, and periodic updates thereto as necessary to reflect any material changes to such schedules; (i) arrange for and monitor the conduct of all such things as are necessary to ensure compliance by the Owner with all terms and conditions of all Contracts entered into, assumed by or binding upon the Owner in connection with the Development of which the Development Manager has knowledge; (j) co-ordinate the planning and construction of tenant improvements, if any, in the Development; (k) co-ordinate and direct the moves of tenants, if any, into the Development and the opening of the Development to the public for business; (l) submit to the Owner monthly: (i) a cost and financial pro-forma analysis for the Development, in a format acceptable to the Owner, and a consolidated report showing projected capital costs and costs incurred to date and projected variances to the Pro- Forma Budget which the Owner shall approve or reject prior to the next monthly report; (ii) reports on construction, contractual and legal matters and any significant developments affecting or relating to the Development; (iii) an updated timetable for the development, construction and completion of the Development; and (iv) upon the request of the Owner, such other reports and information as the Owner may reasonably require; (m) provide to the Owner, on an ongoing basis, access to reports on: (i) change orders and change directives; (ii) project schedules (in accordance with subparagraph (w)); and (iii) cash allowances, and ensure all such reports are maintained in an accurate, prudent and responsible manner and are provided in a format which is readily and easily accessible to the Owner; (n) submit to the Owner all accounting and financial information and supporting documents for the Development as may be necessary or desirable for the purposes - 10 - Tor#: 9758973.1 of preparing financial statements of the Owner in accordance with public sector accounting principles, and for such purposes, the Development Manager shall give full cooperation and promptly provide to the Owner all such information it may reasonably request from time to time; (o) provide full accounting and bookkeeping services (but not audit services) for the Development including, without limitation, collection of accounts receivable and payment of accounts payable which are provided for in the Pro-Forma Budget, management of cash balances and investment and reinvestment of excess funds (which accounting and bookkeeping shall be subject to audit at the Owner’s expense whenever the Owner so requests in writing); (p) the Owner shall be responsible to prepare and file all HST returns pertaining to the Owner (as applicable in the province in which the Property is situated) relating to the Development and to remit with such returns any net tax (as determined in accordance with the Excise Tax Act, as amended or re-enacted from time to time) owing by the Owner on such returns. The Development Manager shall provide for the Owner such information as the Owner may reasonably require, and which is in the possession or reasonable control of the Development Manager, in order to permit the recovery of all tax rebates, where applicable, and to assist the Owner in complying with its obligations relating to income and excise taxes, including the calculation of HST; (q) manage the draw requests for the Development including but not limited to: (i) coordinate and send copies of all draw requests to the Owner; (ii) promptly respond to any queries on the draw requests from the Owner; (iii) coordinate construction or builders’ lien (as applicable in the province in which the Property is situated) searches and advise the Owner of any registered builders’ liens prior to release of any payment of the draw requests; (iv) in the event of any construction or builders’ liens (as applicable in the province in which the Property is situated) registered against the Property, not to release any payment of the draw requests until such release has been approved in writing by the Owner and is in accordance with the applicable construction lien legislation in force in the province in which the Property is situated (the “Act”); (v) through consultation with Consultants where, in the reasonable opinion of the Development Manager such consultation is appropriate, ensure that all payments of draw requests are in accordance with the obligations of the Owner under the Act including, without limitation, calculating all required holdback amounts and releasing such holdback amounts in accordance with the Act; and - 11 - Tor#: 9758973.1 (vi) review and deliver to the Owner for its approval and payment all invoices, payment and draw requests from the Contractor, the Development Manager and other contractors, suppliers and other third parties; (r) notify the Owner promptly after becoming aware of: (i) any material changes or developments affecting the Development including if it appears that the construction cost estimate may exceed the Pro-Forma Budget, and any other material changes to the Pro-Forma Budget, and make recommendations for corrective action; (ii) any material defects or deficiencies in any work that come to the attention of the Development Manager or as may be identified by the Architect, the Consultants or the Contractor, rectification of which cannot reasonably be anticipated to be completed within the Pro-Forma Budget or approved project schedule; (iii) any material error, omission or deficiency in approved plans and specifications that come to the attention of the Development Manager or as may be as identified by the Architect, the Consultants or the Contractor; (iv) the discovery of any toxic or hazardous substances or materials on, in or at the Property other than in accordance with Applicable Laws; and (v) any lien, legal action or insurance claim initiated by a third party against the Owner or the Contractor (to the extent that it could have any impact on the Owner) with respect to the Development; (s) with the prior written approval of the Owner, in the name and at the expense of the Owner, institute, prosecute and defend legal actions affecting the Development (including those involving builders’ liens) and to issue notices and participate in adjudications under the Act; (t) deliver to the Owner or its designees upon request, copies of all records, documents and materials in the possession or control of the Development Manager which relate to the Development as soon as practicable after the Development Period; (u) arrange for and coordinate regular meetings among the Owner, the Architect and, if necessary, the Consultants, and the Development Manager at such times and places as agreed between the Development Manager and the Owner, or as either may reasonably require, and ensure that minutes of all such meetings are taken and that copies thereof are provided to the Owner; (v) arrange for and coordinate periodic meetings among the Owner, the Development Manager, the required Consultants and PTC Ownership and their development managers and consultants to ensure a coordinated effort with respect to construction by the Owner and PTC Ownership of their respective improvements on the PTC Lands, and with a view to minimizing the potential for interference and delay in the - 12 - Tor#: 9758973.1 execution of each such parties respective works, and ensure that minutes of all such meetings are taken and that copies thereof are provided to the Owner; (w) direct the Contractor to prepare for the Owner’s review, in consultation with the Consultants and the Owner, a preliminary overall project schedule, including the determination of the anticipated date for Substantial Completion and occupancy of the Development, and cause the same to be reviewed and updated following completion of each of the design development phase, the construction documents phase and construction procurement phase, in each case with appropriate details; such project schedule shall take into consideration the sequence and timing of the required basic program decisions, including anticipated design time, approval period, preparation of documentation, bid calls and subsequent evaluations, trade contract awards, on-site construction activities, and the anticipated occupancy date for the Development; (x) provide regular monitoring of the project schedule as construction progresses; identify potential variances to planned completion dates; review the project schedule for work not started or incomplete; recommend to the Owner and, as necessary, the Contractor, adjustments in the project schedule to achieve Substantial Completion, and provide summary reports of each monitoring and document all changes in the project schedule; (y) make recommendations to the Owner regarding any equipment or materials which should be pre-ordered to meet the project schedule and Development objectives; (z) identify infrastructure needs for the Development and negotiate agreements for the provision thereof, the costs of which are to be borne by the Owner; (aa) provide such administration as may be necessary or as described in the relevant Contracts with trade and supply contractors including, without limitation: (i) ensuring that all performance security/bonding (if applicable) is provided in accordance with the terms of the relevant Contracts and Applicable Law, and act as the Owner’s representative in administering same; and (ii) review, negotiate and authorize on behalf of the Owner change orders and change directives, including written descriptions of proposed changes, (in consultation with the Architect when such changes relate to the specifications and drawings), provided that the Development Manager shall obtain the prior written approval of the Owner for any change order where the anticipated cost of same exceeds $25,000.00; (bb) co-ordinate and supervise to completion in accordance with the plans and specifications approved by the Owner, the requirements of all project agreements and in accordance with Applicable Laws, the construction of the Development including, without limitation, demolition, if any, site preparation, time schedules and, subject to Section 2.12, insurance coverage, except such policies of insurance or bonds as the Owner elects to negotiate for and procure on its own behalf; - 13 - Tor#: 9758973.1 (cc) provide the Owner with all documentation and information necessary for the purposes of any governmental filings (other than taxes) which is in the possession or reasonable control of the Development Manager; (dd) review and approve (for the subsequent approval and payment by the Owner) of all Development Costs to be paid to the Contractor, Consultants and other suppliers retained in connection with the Development. The Development Manager shall forthwith deliver to the Owner, all cash, cheques and other negotiable instruments received by the Development Manager pursuant to this Agreement. The Development Manager shall deal with such cash, cheques and negotiable instruments in accordance with sound cash management practices so that the Owner is adequately protected; (ee) provide oversight on the Owner’s behalf of the issuance by the Architect of all necessary certificates respecting Substantial Completion of the Development and distribute same or final certificates for payment as may be necessary to the Contractor; (ff) provide oversight and supervision in connection with any required post completion services and management of any warranty claims and rectifications up to two years after the date of Substantial Completion of the Development; and (gg) carry out such other duties as are normally carried out by a development manager of a development similar in size, nature, complexity and location to the Development. 2.7 Staff The Development Manager represents and warrants to, and agrees with, the Owner that it has, and throughout the term, at its own expense, shall employ and shall provide, the personnel and expertise to perform the obligations and services to be performed by it under this Agreement. Without limiting the generality of the foregoing, the Development Manager shall provide qualified staff to perform its obligations under this Agreement (including without limitation, all financial, accounting and reporting obligations) and shall be responsible, at its own expense, for the payment of the employment and related costs of such staff, including, without limitation, staff that oversees the Contractor and the Consultants, whether or not such staff work at the site or at the offices of the Development Manager. 2.8 Ownership of Plans The Development Manager acknowledges that, subject to the agreements between the Owner or the Development Manager (on behalf of the Owner, as agent for the Owner and without personal liability) and the Consultants, all plans and specifications and all copies thereof and all models with respect to the Development are the property of the Owner. The Development Manager shall not use the same with respect to any other work and the same shall be delivered to the Owner upon termination of this Agreement. The Owner acknowledges and confirms that the Development Manager may utilize photographs of the Development and the construction thereof for the purposes - 14 - Tor#: 9758973.1 of marketing and promotion of the services offered by the Development Manager to the public from time to time. 2.9 Inspection The Owner and its representatives shall at all times have access at their own risk to the Development during the construction of the Development and the Development Manager shall provide facilities for such access. 2.10 Safety Measures The Development Manager shall use commercially reasonable efforts to cause all the Contractor and all other contractors employed on the Development to be responsible for the safety of all workers and equipment on the Development in accordance with all Applicable Laws governing construction safety. 2.11 Discharge Liens The Development Manager, throughout the Development Period, shall use commercially reasonable efforts to ensure all contractors employed in respect of the Development will cause any and all construction liens, builders’ liens and other liens for labour, services or materials alleged to have been furnished to or to have been charged to or for the Owner, the Development Manager, any subcontractor or any of them or on their or its behalf in respect of the Development which may be registered against or otherwise affect the Lands to be discharged and/or vacated forthwith by all appropriate means, including payment of funds into court, if necessary. All legal expenses incurred in connection with checking title to the Property and vacating or discharging liens shall be for the Owner’s account. 2.12 Insurance The Development Manager: (a) shall at the request of the Owner collaborate with the Owner on (i) the establishment of insurance coverage and/or bonding requirements applicable to the general contractor and other contractors employed in respect of the Development; or (ii) the placement of such insurance policies in the name of Owner and at Owner’s expense, as the Owner considers necessary or desirable to protect the Owner, the Development Manager and their property and interests from liability, damage or loss in respect of the Development, including builders’ all risk insurance, commercial general liability insurance, wrap-up liability insurance, property insurance, automobile liability insurance, umbrella liability insurance and worker’s compensation insurance, with such limits as reasonably determined by Owner having regard to the size, scope and cost of the Development. The Development Manager shall not be responsible for the adequacy of the insurance contracts or the coverage thereunder, settling the insurance contracts administering monitoring or renewing existing insurance coverage, provided however, the Development Manager shall be responsible (in collaboration with and subject to direction and instructions from the Owner and its insurance advisors) for responding to enquiries, - 15 - Tor#: 9758973.1 filing claims and liaising with insurance adjusters. All policies of insurance referred to in this Section 2.12(a) shall maintained by the Owner or the general contractor until Total Completion of the Development, will be primary (vis-a-vis any insurance carried by the Development Manager), provide the Development Manager with at least thirty (30) days advance written notice of cancellation, non- renewal or reduction in coverage and shall include the Development Manager as an additional insured and/or loss payee (as applicable) and shall contain a waiver of subrogation as against the Development Manager. Upon request, the Owner shall provide the Development Manager with certificate(s) of insurance outlining evidence of the Owner’s or general contractors insurance (as the case may be) and the terms thereof; and (b) commencing not later than the date of the execution of this Agreement, at the Development Manager’s sole cost and expense, shall place and maintain during the Development Period: (i) professional liability insurance for all claims arising out of errors or omissions of the Development Manager in the performance of its obligations pursuant to this Agreement with an inclusive limit of $5,000,000.00 on an aggregate basis but not on a project specific basis; and (ii) commercial general liability insurance for bodily injury (including death) and property damage with an inclusive limit of $5,000,000.00 on an aggregate basis, but not on a project specific basis; such coverage shall add the Owner as additional insured and/or loss payee (as applicable); and (iii) crime coverage insurance in an amount of $2,000,000.00, on an aggregate basis. Each of the policies of insurance referred to in Section 2.12(b) shall not be modified materially nor cancelled on less than thirty (30) days written notice to the Owner and shall otherwise be on terms and conditions acceptable to the Owner, acting reasonably. The Development Manager shall provide the Owner certified certificates of such insurance from time to time at the request of the Owner. 2.13 Development Fee The Owner shall pay to the Development Manager for its services under this Agreement, the Development Fee in an amount equal to four percent (4.0%) of the Hard Costs and Soft Costs, calculated without duplication and in accordance with the provisions of Section 2.15 of this Agreement. Notwithstanding anything contained herein to the contrary, for the purpose of calculating the Development Fee, there shall be excluded from Hard Costs and Soft Costs the following: (a) all land costs, including land lease payments; - 16 - Tor#: 9758973.1 (b) all amounts, fees and expenses reimbursed to the Development Manager under the provisions of this Agreement; (c) all development charges; (d) all financing and interest costs; (e) all taxes, save and except for harmonized sales taxes applicable to the Development Fee; (f) all opening and promotion costs; and (g) all amounts paid or payable to the Construction Cost Oversight Consultant. Notwithstanding the foregoing or anything else contained herein, the Development Manager and the Owner acknowledge and agree that in no event shall the total Development Fee payable to the Development Manager exceed the amount equal to four percent (4.0%) of all Hard Costs and Soft Costs which, for greater certainty, shall not exceed the estimated cost presented by the Director, Finance & Treasurer under Report Number FIN 02-20 to Pickering City Council on February 24, 2020. 2.14 Leasing Fees Intentionally Deleted 2.15 Payment of Development Fee and Reimbursable Expenses (a) Subject the last sentence of this Section 2.15(a), the Owner shall pay to the Development Manager the Development Fee (determined in accordance with the provisions of Section 2.13 herein) in equal monthly instalments, such instalments to be due and payable on the first day of each and every month during the period commencing on the first day of the Development Period and ending on the projected date of Substantial Completion of the Development, as set out in the Pro- Forma Budget for the Development, in each case without the necessity of further documentation. If at any time the Pro-Forma Budget and/or project schedule is amended to revise the estimated Development Costs or the number of months in the project schedule, the amount of the subsequent monthly instalments after such amendment will be adjusted so that the full amount of the Development Fees, calculated based on the then current estimated Development Costs, will be paid over the then project schedule. Notwithstanding the foregoing, but subject always to Section 5.2(e), in the event the Owner, in its sole and unfettered discretion, elects to suspend or cease design and/or construction activity with respect to the Development, no instalments of the Development Fee shall be payable to the Development Manager during such period suspension or cessation of design and/or construction activity; provided that: (i) the Owner shall pay all amounts owing to the Development Manager up to the date of the suspension or cessation; and (ii) the Development Manager shall be relieved of all of its obligations under this - 17 - Tor#: 9758973.1 Agreement (other than its obligations under Section 2.6(r)) during any period in which the Development Fee is not being paid. (b) The Development Fee shall be finally determined at the end of Development Period and approved in writing by Owner in accordance with generally accepted accounting principles. If the Development Fee is less or more than the sum of the previous payments made by Owner to the Development Manager on account thereof during the term the amount of any deficiency or excess, as the case may be, shall be paid by the Owner to the Development Manager or by the Development Manager to the Owner, respectively, within 30 days of the final determination of the Development Fee. (c) The parties acknowledge that the Development Fee set out in this Section 2.15 and in Section 2.13 of this Agreement, are based on the preliminary budgeted Hard Costs and Soft Costs as set out in the Pro-Forma Budget and shall be adjusted annually during the term of this Agreement based on projected costs and upon Total Completion of the Development, the Development Fees shall be reconciled based on final Hard Costs and Soft Costs for the Development. (d) In addition to Development Fees, the Owner shall pay to the Development Manager, as part of the Written Order referred to in Section 2.16, Reimbursable Expenses in accordance with Section 2.18. 2.16 Payment of Development Costs The Development Manager shall be entitled to apply to the Owner at any time for payment of Development Costs and other amounts set forth in the Pro-Forma Budget or as otherwise approved in writing by the Owner from time to time, by delivering to the Owner a written order (herein referred to as a “Written Order”) for payment thereof. Each Written Order shall: (a) state the aggregate of the amounts set forth in the Pro-Forma Budget previously paid to or as directed by the Development Manager under this Section 2.16; (b) state the costs paid or payable by the Development Manager on behalf of Owner at the date of the Written Order in addition to the amounts referred to in Section 2.16(a) (being the costs requested for payment in the Written Order), indicating which costs have been paid and those which are immediately payable but not yet paid; (c) state that all costs included in such Written Order are costs contemplated by the Pro-Forma Budget as amended from time to time, and describing the items constituting such costs in reasonable detail; and (d) include copies of appropriate supporting invoices and back up (in reasonable detail) for the costs included in such Written Order including, without limitation, for Reimbursable Expenses. - 18 - Tor#: 9758973.1 Each Written Order shall be delivered to Owner as aforesaid, shall be signed by an officer of the Development Manager and shall state that all costs set forth in such Written Order, payment or reimbursement of which is requested in such Written Order, are costs contemplated by the Pro- Forma Budget as amended from time to time, and incurred in connection with the development and construction of the Development in accordance with the Agreement. Within 15 Business Days after the receipt of such Written Order together with such supporting documentation, the Owner shall pay to or as directed by the Development Manager, the amount of the costs set forth in such Written Order and in respect of which payment is requested by the Development Manager. Where the Owner directly pays any such amount under a Written Order to a Person other than the Development Manager, confirmation in writing of such payment shall be provided by the Owner to the Development Manager promptly following such payment being made. 2.17 [Intentionally Deleted] 2.18 Reimbursement of Expenses In addition to the Development Fee, the Owner shall reimburse the Development Manager for all “out-of-pocket” expenses (collectively, the “Reimbursable Expenses”) which the Development Manager properly and reasonably incurs pursuant to this Agreement in connection with the performance of its obligations under this Agreement, provided such expenses are itemized within the Pro-Forma Budget or are otherwise submitted on an itemized basis and approved in writing by the Owner. The Reimbursable Expenses shall be in addition to the Development Fee and shall include, without limiting the generality of the foregoing, the following: (a) all reasonable travel expenses for those members of the staff (including, without limitation, contract personnel) of the Development Manager who have been pre- approved in writing by the Owner in connection with necessary attendances away from head office relating to the development and construction of the Development or to the site of the Development as reasonably required to perform its duties under this Agreement or as required by the Owner, long distance telephone, other telecommunication charges and fax charges and courier costs as incurred by the Development; and (b) professional fees payable to the arm’s length architects, engineers, accountants, lawyers and other consultants who are approved in writing by the Owner and engaged or retained in connection with the servicing, development and construction of the Development pursuant to the provisions of this Agreement. 2.19 No Other Fees Notwithstanding any other provisions of this Agreement, the Development Manager shall not be entitled to any fees or other compensation for its services under this Agreement other than the Development Fee contemplated herein (and such recoveries specifically provided in this Agreement); without limiting the generality of the foregoing, the Development Manager shall not be entitled to any additional fees for construction management or project management services, or post completion services and management of warranty claims and rectifications. - 19 - Tor#: 9758973.1 2.20 Information In addition to its other reporting obligations pursuant to this Agreement, the Development Manager will at all reasonable times and intervals furnish to the Owner, upon receipt of a specific written request to do so, such information relating to the Development as it requested by the Owner, provided that such information is in the possession or control of the Development Manager. 2.21 Compliance with Applicable Laws In performing its obligations under this Agreement, the Development Manager shall at all times comply with all Applicable Laws. 2.22 Maintenance of Records The Development Manager shall maintain complete and accurate records in connection with the Development and the provision of its services under this Agreement. ARTICLE 3 AUTHORITY 3.1 Authority The Owner confirms and agrees that the Development Manager has the authority to perform all actions and make all expenditures contemplated by the Pro-Forma Budget as updated from time to time, subject to the terms of this Agreement. For clarity, the Owner confirms and agrees that the Development Manager has the authority to review contractor’s notices and requests for contractor’s contingency expenditures with any one contractor not in excess of $25,000.00 and to authorize, on behalf of the Owner, such contingency expenditures if the expenditures are not in excess of $25,000.00 or if they have been approved in writing by the Owner. Notwithstanding any provision in this Agreement to the contrary, the Development Manager on behalf of the Owner shall take such action and incur such reasonably necessary and appropriate expenses and liabilities acting in the best interest of the Owner, without the need of first obtaining the written consent of the Owner, as may be reasonably necessary and appropriate in the reasonable opinion of the Development Manager, to deal with any Emergency arising from time to time. The Development Manager shall immediately inform the Owner of any such Emergency and the action taken. All Contracts and commitments with third parties necessary for the Development shall be entered into directly by the Owner unless otherwise provided in this Agreement or the Owner otherwise authorizes or directs in writing the Development Manager to enter into such Contracts and commitments on behalf of the Owner, as agent for the Owner and without personal liability. - 20 - Tor#: 9758973.1 ARTICLE 4 OBLIGATIONS OF THE OWNER 4.1 Obligations of the Owner The Owner covenants with the Development Manager that it shall, at its own expense: (a) to the extent necessary to permit the Development Manager to complete its obligations hereunder and subject to the rights of tenants, provide free ingress and egress to and from the Lands to and from the neighbouring streets and highways; (b) promptly make all decisions required under this Agreement and respond to all requests for approvals, authorizations and directions made hereunder; and (c) promptly execute and deliver such evidence of the Development Manager’s authority as may be required by third parties, acting reasonably. Except where the same are being disputed in good faith, the Owner covenants with the Development Manager that it shall, at its own expense, promptly make all payments and incur all expenditures required in connection with the Development in accordance with this Agreement. ARTICLE 5 TERM 5.1 Term This Agreement shall commence on the date first above written and, unless otherwise terminated in accordance with the provisions herein, shall continue in full force and effect until the end of the Development Period. 5.2 Termination by Owner (a) Default by Development Manager: If an Event of Default occurs, the Owner may give notice (a “Notice of Complaint”) to the Development Manager specifying in reasonable detail the Event of Default and if, within 30 days of receipt of any Notice of Complaint, the Development Manager fails to cure the Event of Default in a reasonable manner, or if more than 30 days are required to cure the Event of Default, the Development Manager fails to commence and continue diligently to cure within a reasonable period of time, the Owner shall have the right to immediately terminate this Agreement by notice (a “Notice of Termination”) to the Development Manager stating that this Agreement is terminated and the reason for termination. Such termination shall be effective as of the date of receipt by the Development Manager of the Notice of Termination. Such termination shall be without prejudice to any rights and remedies which the Owner may have by reason of such Event of Default. (b) Loss of Key Individual: If at any time during the term of this Agreement, George Buckles ceases to direct, and to be actively involved in, the day-to-day performance - 21 - Tor#: 9758973.1 by the Development Manager of its obligations under this Agreement, or does not control the management of the business and operations of the Development Manager, then the Owner shall have the right, exercisable in its sole and absolute discretion, to issue a Notice of Termination. Such termination shall be effective as of the date on which such Notice of Termination is received by the Development Manager or on such later date, if any, as is stated in such Notice of Termination. (c) Event of Insolvency: The Owner shall have the right, exercisable in its sole and absolute discretion, to terminate this Agreement by Notice of Termination upon the occurrence of an Event of Insolvency in respect of the Development Manager. (d) Additional Development Management Agreement: The Owner shall have the right, exercisable in its sole and absolute discretion, to terminate this Agreement by Notice of Termination upon the occurrence of an ‘Event of Default’ or an ‘Event of Insolvency’ with respect to the Additional Development Management Agreement. (e) Abandonment: The Owner shall have the right to terminate this Agreement by Notice of Termination to the Development Manager if the Owner intends to Abandon the Development. For the purposes of this subsection “Abandon” shall mean that the Owner intends to cease all design and/or construction activity with respect to the Development. If such Notice of Termination by the Development Manager is received during the construction phase of the Development, the Development Manager shall coordinate and assist the Contractor in shutting down construction and securing the Development in accordance with good construction practice and will be paid the portion of the Development Fee and Reimbursable Expenses due up to the date the shut down and securing of the Development is substantially completed (the “Development Shut Down”) plus the Termination Fee, in accordance with the terms of this Agreement. (f) Termination for Convenience: The Owner shall have the right to terminate this Agreement for convenience, at any time, exercisable in its sole and absolute discretion, by Notice of Termination to the Development Manager, in which case this Agreement shall terminate effective as of the date of delivery of such Notice of Termination, and the Owner shall pay to the Development Manager the portion of the Development Fee and Reimbursable Expenses due up to the date of delivery of such Notice of Termination plus the Termination Fee, which amounts shall be payable forthwith following the date of delivery of such Notice of Termination. For clarity, this Section 5.2(f) shall not apply if the Owner intends to Abandon the Development, it being agreed that Section 5.2(e) applies thereto. 5.3 Default by Owner If, at any time, the Owner fails to make any payment which it is obliged to make under this Agreement or to give such directions, authorizations or approvals or shall have failed to take such other actions as were properly required by the Development Manager for the performance of its obligations under this Agreement, the Development Manager may deliver a Notice of Complaint - 22 - Tor#: 9758973.1 to the Owner specifying in reasonable detail the matter complained of and if, within 30 days of receipt of any Notice of Complaint, the Owner fails to cure the matter complained of in a reasonable manner, or if more than 30 days are required to cure such matter, the Owner fails to commence and continue diligently to cure within a reasonable period of time, the Development Manager may deliver a Notice of Termination to the Owner stating that this Agreement is terminated. Such termination shall be effective as of the date of the date of receipt by the Owner of the Notice of Termination and the Development Manager shall be released and discharged of obligations and liabilities under this Agreement which were to be performed and satisfied from and after effective date of such termination. Such termination shall be without prejudice to any rights or remedies which the Development Manager may have by reason of such default by the Owner. 5.4 Indemnity by Owner During the Development Period and after the termination or expiry of this Agreement, the Owner shall indemnify and save the Development Manager harmless from any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever at law or in equity, in connection with the performance by the Development Manager of any and all of its obligations under this Agreement or pursuant to the policies, limitations, instructions and procedures of the Owner and all obligations incurred by the Development Manager in connection with the Development pursuant to this Agreement, including, without limitation, any liability in respect of hazardous substances, any damage or injury whatsoever to any employee or other person or property arising out of the use, administration or control of the Development or any other assets of the Owner relating to the Development, but the indemnity provided under this section shall not extend to: (a) any material breach by the Development Manager, its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible, of any of the terms and provisions of this Agreement; (b) any fraud, negligence or wilful misconduct of the Development Manager or of its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible (except to the extent covered and paid by the insurance maintained or required to be maintained by the Owner relating to the Property or the Development); or (c) any action taken by the Development Manager in contravention of the terms and provisions of this Agreement or contrary to the written direction of the Owner pursuant to this Agreement. With respect to contracts or commitments necessary for the Deve lopment that are entered into with third parties by the Development Manager on behalf of the Owner in accordance with the terms of this Agreement, the Development Manager shall have no liability to such third parties under such contracts or commitments (and the indemnity of the Owner in this Section 5.4 in favour of the Development Manager shall apply) save and except to the extent that such liability arises from the gross negligence, fraud or wilful misconduct of the Development Manager. - 23 - Tor#: 9758973.1 5.5 Indemnity by Development Manager Subject to Section 5.8 herein, during and after the termination or expiry of this Agreement, the Development Manager shall indemnify and save the Owner harmless in respect of any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever, at law or in equity, arising: (a) by way of any breach by the Development Manager, its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible, of any of the terms and provisions of this Agreement (except to the extent covered and paid (to the extent insurance was maintained) by the insurance maintained or required to be maintained or self-insured by the Owner relating to the Property) which results in a material adverse impact on the Owner; (b) by reason of any fraud, negligence or wilful misconduct of the Development Manager, its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible (except to the extent covered and paid (to the extent insurance was maintained) by the insurance maintained or required to be maintained or self-insured by the Owner relating to the Property) which results in a material adverse impact on the Owner; or (c) by reason of any action taken by the Development Manager outside the terms and provisions of this Agreement or contrary to the written direction of the Owner pursuant to this Agreement (except to the extent covered and paid (to the extent insurance was maintained) by the insurance maintained or required to be maintained or self-insured by the Owner relating to the Property). With respect to contracts or commitments necessary for the Deve lopment that are entered into with third parties by the Development Manager on behalf of the Owner, the Owner shall have no liability to such third parties under such contracts or commitments (and the indemnity of the Development Manager in this Section 5.5 in favour of the Owner shall apply) solely to the extent that such liability arises from the gross negligence, fraud or wilful misconduct of the Development Manager. 5.6 Duties Flowing from Termination Upon the termination of this Agreement: (a) the Development Manager shall use all commercially reasonable efforts to terminate the Contracts, at the expense of the Owner, if required to do so by the Owner; (b) to the extent that Contracts have not been terminated, the Owner shall directly assume the Contracts entered into by the Development Manager on behalf of the Owner provided that such Contracts have been entered into in accordance with the terms and provisions of this Agreement and the Owner shall indemnify and save the Development Manager harmless against any liability by reason of anything done or required to be done under any such Contract after the effective date of termination of this Agreement, provided that if any Contract covers any - 24 - Tor#: 9758973.1 improvement in addition to the Development, then the Owner shall have the option to elect either to terminate any such Contract or to retain it provided that the third party to such Contract acknowledges that it relates only to the Development and any fees and expenses provided for therein are appropriately adjusted on a prorated basis; and (c) the Owner shall pay for and indemnify and save the Development Manager harmless against the costs of all services, materials and supplies if any, which may have been contracted for by the Development Manager in accordance with this Agreement in connection with or pursuant to its obligations under this Agreement. 5.7 Delivery of Records to Owner If this Agreement is terminated, the Development Manager shall, notwithstanding such termination, forthwith upon termination from time to time thereafter deliver to the Owner all records and documents, including, without limitation, the following: (a) development plans; (b) project budgets; (c) all Contracts; (d) all operating records; (e) books of account; and (f) all ancillary documents maintained with respect to the Development (whether on or off-site), which are in the possession or control of the Development Manager, provided that the Development Manager may elect to retain copies of such records, books of account and documents and notwithstanding such termination or expiry the Owner shall thereafter and from time to time for a reasonable period of time produce at their offices the originals of such items whenever the Development Manager reasonably requires them for its purposes in connection with its obligations under this Agreement or for the purpose of dealings with any Authority or any legal proceeding involving the Development Manager. The Development Manager shall keep all such information confidential unless required to disclose by law or in connection with any legal proceeding involving the Development Manager. 5.8 Limits of Liability (a) Notwithstanding anything in this Agreement to the contrary, Development Manager’s liability for damages (whether a claim therefore is based on warranty, contract, tort (including negligence or strict liability), statute or otherwise) and claims arising in relation to any performance or non-performance of services under this Agreement (including without limitation reasonable legal fees and expenses) - 25 - Tor#: 9758973.1 shall in no event exceed an aggregate amount equal to the Development Fee, provided, however, that the foregoing limitation on Development Manager’s liability shall not be applicable to any claim resulting from and to the extent of the gross negligence, fraud or willful misconduct of the Development Manager or any liability unable to be excluded by law. In no event shall the Owner make any claim against the Development Manager’s partners or affiliates, or their shareholders, officers, directors or employees, on account of any act or omission of the Development Manager or any of the foregoing. The Owner may assert claims only against the Development Manager (or its assignees) and under no circumstances shall any partner or affiliate of the Development Manager or any shareholder, officer, director, employee or agent of the Development Manager, be personally liable for any of the obligations, acts or omissions of the Development Manager under this Agreement. All permitted assignees of the Development Manager’s rights under this Agreement shall have the benefit of this Section 5.8(a) and this Section 5.8(a) shall survive the expiration or termination of this Agreement; and (b) in no event shall the Development Manager make any claim against the shareholders, officers, directors and employees of the Owner on account of any act or omission of the Owner and neither party shall be liable to the other for any consequential or indirect loss, injury or damage of any nature whatsoever including, without limitation, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down time cost, service interruption, or cost of money. 5.9 Rights on Termination Any termination of this Agreement shall terminate all rights and obligations under this Agreement from and after the date of such termination except rights and obligations with respect to matters to be performed to such date and all legal remedies available at such date for any breach of this Agreement. In addition, Sections 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 shall survive any termination of this Agreement and shall remain in full force and effect thereafter. ARTICLE 6 UNAVOIDABLE DELAY 6.1 Unavoidable Delay Whenever in this Agreement it is provided that anything is to be done or performed and the doing or performance thereof is impossible or delayed due to Unavoidable Delay, neither the Owner nor the Development Manager shall be regarded as being in default in the performance of any obligation hereunder during the period of any Unavoidable Delay relating thereto and each of them shall notify the other in writing of the commencement, duration and consequences (so far as the same is within the knowledge of the party in question) of any Unavoidable Delay affecting the performance of any of its obligations hereunder and shall use all commercially reasonable efforts to minimize the effect of the same. In the event of such Unavoidable Delay or non-performance by either party, then such obligated party, so long as any such impediment exists, shall be relieved from its duties in respect thereto and the other party shall not be entitled to compensation for any - 26 - Tor#: 9758973.1 damages, inconveniences, nuisance or discomfort thereby occasioned or be entitled to terminate this Agreement as a result thereof. ARTICLE 7 NOTICES 7.1 Notices Any notice, demand, approval, consent, information, agreement, offer, payment, request, response, delivery or other communication (hereinafter referred to as a “Notice”) to be given under or in connection with this Agreement shall be in writing and shall be given by personal delivery, courier or by fax which results in a written or printed notice being given, addressed or by email or sent as set out below or to such other address or electronic number as may from time to time be the subject of a Notice (provided that no Notice pursuant to Sections 5.2 or 5.3 shall be delivered by email only): (a) in the case of the Development Manager: twopointO partners inc. 161 Bay Street, 27th Floor Toronto, Ontario M5J 2S1 Attention: George Buckles Email: gbuckles@twopointo.org (b) in the case of the Owner: The Corporation of the City of Pickering One The Esplanade Pickering, Ontario L1V 6K7 Attention: City Administrative Officer Email: mcarpino@pickering.ca With a copy to: The Corporation of the City of Pickering One The Esplanade Pickering, Ontario L1V 6K7 Attention: Director, Corporate Services & City Solicitor Email: pbigioni@pickering.ca Any Notice, if delivered personally or by courier, shall be deemed to have been validly and effectively given and received on the date of delivery and if sent by telecopier or other electronic communication, shall be deemed to have been validly and effectively given and received on the Business Day next following the day it was received. Any Notice given by any party under or in connection with this Agreement, if addressed to less than all of the parties to this Agreement, shall - 27 - Tor#: 9758973.1 also be concurrently copied and given to the parties to this Agreement to whom the Notice is not addressed. Any party may at any time and from time to time, change its address for delivery for the purposes of this section by giving at least seven (7) days’ Notice to the other parties. ARTICLE 8 ASSIGNMENTS 8.1 Assignment by Development Manager The Development Manager shall not assign this Agreement without the prior consent of the Owner, which consent may be withheld in the sole and unfettered discretion of the Owner. 8.2 Assignment by Owner The Owner shall have the right to assign its interest in this Agreement so long as, and only if such assignment is made pursuant to a sale of the Owner’s interest in the Property to the assignee, the assignee enters into an agreement with the remaining parties hereto whereby the assignee shall be bound by and entitled to the benefit of this Agreement and the assigning party shall thereupon be released and discharged of obligations and liabilities under this Agreement which were to be performed and satisfied from and after the effective date of such assignment. ARTICLE 9 GENERAL 9.1 Gender and Number Words importing the singular include the plural and vice versa. Words importing gender include all genders. 9.2 Captions, Table of Contents and Legislation The captions and table of contents contained herein are for reference only and in no way affect this Agreement or its interpretation. Any reference in this Agreement to any act or statute or any section thereof shall be deemed to be a reference to such act or statute, or section thereof as amended or re-enacted from time to time. 9.3 Obligations as Covenants Each obligation of a party hereto in this Agreement, even though not expressed as a covenant, is considered for all purposes to be a covenant. 9.4 Applicable Law This Agreement shall be construed and enforced in accordance with the laws of the province in which the Property is situated and the laws of Canada applicable therein. - 28 - Tor#: 9758973.1 9.5 Invalidity If any covenant, obligation or agreement or part thereof or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such covenant, obligation or agreement or part thereof to any person 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. 9.6 Amendment of Agreement No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party hereto to be bound thereby. 9.7 Successors and Assigns All of the provisions of this Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and the successors and assigns of any party hereto only to the extent that they are permitted successors and assigns pursuant to this Agreement. 9.8 Accounting Principles Except as specifically provided otherwise in this Agreement, all calculations referred to in this Agreement shall be made in accordance with generally accepted accounting principles and practices applicable to the public real estate industry in Canada and applied on a consistent basis. 9.9 HST The parties acknowledge that all fees and other amounts payable under this Agreement are taxable supplies under the Excise Tax Act (Canada) and shall bear HST as applicable in the province in which the Property is situated and each party to this Agreement covenants to remit to the party making the supply any HST, as applicable, owing on such supply when the consideration for such supply is paid. In particular and without limiting the foregoing, all fees payable under this Agreement shall bear HST, as applicable, and such HST, as applicable, shall be payable at the time such fees are payable. 9.10 Schedules The Schedules attached hereto form part of this Agreement. 9.11 Time Except as specifically provided otherwise in this Agreement, time shall be of the essence of this Agreement. When any period of time provided for herein expires on a day other than a Business Day, such period of time shall automatically be extended to the next following Business Day and, when any action or requirement provided for herein is to occur on a day other than a Business Day, - 29 - Tor#: 9758973.1 the time for such action or requirement shall automatically be extended to the next following Business Day. 9.12 Non-Waiver No consent to or waiver of any breach or Event of Default by any party hereto in the performance of its obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such party hereto of the same or any other obligations of such party hereto hereunder. Failure on the part of any party hereto to complain of any act or failure to act of any other party hereto or to declare any other party hereto in breach or default, irrespective of how long such failure continues, shall not constitute a waiver by such party hereto of its rights hereunder. 9.13 Rights of Parties Independent The rights available to each party hereto under this Agreement and at law shall be deemed to be several and not dependent on each other and each such right shall be accordingly construed as complete in itself and not by reference to any other such right. Any one or more and/or any combination of such rights may be exercised by a party hereto from time to time and no such exercise shall exhaust the rights or preclude such party hereto from exercising any one or more of such rights or combination thereof from time to time thereafter or simultaneously. 9.14 Status Reports Each party hereto agrees, upon the reasonable request of any other party hereto, made from time to time, to furnish promptly a written statement on the status of any matter pertaining to the requesting party hereto to the best of the knowledge and belief of such other party hereto at the cost of the requesting party hereto. 9.15 No Representations Except as specifically set forth herein, the parties agree that there are no representations and warranties by any of them with respect to this Agreement. 9.16 Further Assurances Each of the parties hereto shall, from time to time and upon every reasonable written request of any other party hereto, give, execute and deliver all such further assurances as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. 9.17 Rights of Examination by the Owner Upon a written request of the Owner, the Development Manager will, at the expense of the Owner, at any and all times during normal business hours and on reasonable written notice, permit the Owner or its agents and representatives to examine all books of account, reports and other records of the Development Manager relating to the services performed for the Owner by the Development Manager under this Agreement, to make copies thereof or extracts therefrom or to have the same audited by an auditor appointed by, and at the expense of, the Owner. - 30 - Tor#: 9758973.1 9.18 Entire Agreement This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, whether oral or written, of the parties hereto with respect thereto. 9.19 Canadian Dollars All monetary references in this Agreement are to Canadian dollars. 9.20 Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 9.21 Language The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement. [Remainder of page intentionally left blank. Signature page follows] - 31 - Tor#: 9758973.1 IN WITNESS WHEREOF the parties hereto have duly executed this Agreement effective as of the date hereof. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation twopointO partners inc. Per: Name: George Buckles Title: Principal Per: Name: Thelma Sakamoto Title: Principal We have the authority to bind the Corporation SCHEDULE A DESCRIPTION OF THE LANDS AND PREMISES A new City of Pickering 600 seat Performing Arts Centre and studio theatre located on freehold property approximately outlined in red. Pickering City Centre Pickering, Ontario Performing Arts Centre (PAC) 10/8/2019 CONSTRUCTION Loading 0 0 0 0 Building (New: Substructure ‐ Foundation / Parking)0000 Building (New: Superstructure ‐ Core / Shell) + Fitout 18,096,02823,131,499 0 41,227,526 Onsite Improvements/Infrastructure 0 0 0 0 FFE 0 1,010,100 3,685,500 4,695,600 Construction Cost Sub Total 18,096,028 24,141,599 3,685,500 45,923,126 CONSTRUCTION ‐ ANCILLARY Insurance 0 0 0 0 Bonding 0 0 0 0 Service Connections 140,175 9,825 0 150,000 Testing & Inspections ‐ Hazmat 0 0 0 0 Testing & Inspections ‐ Civil/Sitework 0 0 0 0 Construction Ancillary Cost Sub Total 140,175 9,825 0 150,000 CONTINGENCY Hard Cost Contingency 1,809,603 2,414,160 368,550 4,592,313 TOTAL HARD COSTS Total Hard Costs 20,045,805 26,565,584 4,054,050 50,665,439 DESIGN CONSULTANTS Architecture and Interior Design 1,162,007 1,539,943 235,004 2,936,954 Mechanical Engineer 55,908 74,092 0 130,000 Electrical Engineer 71,605 94,895 0 166,500 IT/Communications 4,731 6,269 0 11,000 Security 4,731 6,269 0 11,000 Audio Visual 4,516 5,984 0 10,500 Lighting 6,021 7,979 0 14,000 Structural 156,973 208,027 0 365,000 Wind/Noise/Vibration 1,419 1,881 0 3,300 Code/Fire/Life Safety 3,311 4,389 0 7,700 Theatre Design 63,807 84,560 12,904 161,271 Building Envelope 17,633 23,367 0 41,000 Acoustics 46,834 62,066 0 108,900 Landscape 0 0 0 0 Vertical Transportation 4,086 5,414 0 9,500 Library Planning 0 0 0 0 Testing and Inspection 46,355 3,645 0 50,000 Surveying 69,533 5,468 0 75,000 Specifications Writer 21,503 28,497 0 50,000 Other Consultants 28,773 38,132 0 66,905 Disbursements 87,049 108,137 12,395 207,581 Design Contingency 339,252 132,722 13,015 484,989 Design and Consultants Cost Sub Total 2,196,046 2,441,736 273,318 4,911,101 LEGAL & ADMINISTRATIVE Development Management Fee 1,005,509 1,305,654 194,732 2,505,894 Legal 46,725 3,275 0 50,000 Insurance 23,363 1,638 0 25,000 twopointO Disbursements 14,018 983 0 15,000 Capitalized Vacant Land Tax 0 0 0 0 Legal & Administrative Cost Sub Total 1,089,614 1,311,549 194,732 2,595,894 MARKETING & LEASING Marketing 32,708 2,293 0 35,000 Commissions‐ Manager 0 0 0 0 Commissions ‐ Listing Brokers 0 0 0 0 Tenant Allowances (Retail/Institutional) 0 0 0 0 Marketing & Leasing Cost Sub Total 32,708 2,293 0 35,000 HOLDBACK Holdback (10%)(1,809,603) (2,414,160) (368,550) (4,592,313) Holdback Release 1,809,603 2,414,160 368,550 4,592,313 GROSS PROJECT BUDGET (Before Taxes) 23,364,173 30,321,161 4,522,10058,207,434 Item PAC TotalTheatre Classrooms and Multi‐Purpose Space PAC FFE Performing Arts Centre SCHEDULE B PRO-FORMA BUDGET SCHEDULE C DEVELOPMENT PLANS The Development will consist of the following principal elements as generally shown on plans attached hereto. AP2.03NNO ISSUEDDATE1. Copyright of this drawing is reserved by the Architect. The drawing and all associateddocuments are an instrument of service by the Architect. The drawing and the informationcontained therein may not be reproduced in whole or in part without prior writtenpermission of the Architect.2. These Contract Documents are the property of the Architect. The Architect bears noresponsibility for the interpretation of these documents by the Contractor. Upon writtenapplication, the Architect will provide written/graphic clarification or supplementaryinformation regarding the intent of the Contract Documents. The Architect will review ShoDrawings submitted by the Contractor for design conformance only.3. Drawings are not to be scaled for construction. The Contractor is to verify all existingconditions and dimensions required to perform the work and report any discrepancies withthe Contract Documents to the Architect before commencing any work.4. Positions of exposed finished mechanical or electrical devices, fittings, and fixtures areindicated on architectural drawings. The locations shown on the architectural drawingsgovern over the Mechanical and Electrical drawings. Those items not clearly located will blocated as directed by the Architect.5. These drawings are not to be used for construction unless noted below as "Issuance: FConstruction"6. All work is to be carried out in conformance with the Code and Bylaws of the authoritieshaving jurisdiction.7. The Architect of these plans and specifications gives no warranty or representation to aparty about the constructability of the building(s) represented by them. All contractors orsubcontractors must satisfy themselves when bidding and at all times ensure that they caproperly construct the work represented by these plans.© architectsAlliance, 20182019-11-21KEYPLANGROUND FLOOR 1:1001:10021905Pickering City CentrePerforming Arts CentreCity of PickeringOne The EsplanadePickering ON L1V 6K72000x700ELEC.RISERDNDNDNDOWNUPUPUPUPUPUPDOWNDOWNB-HB-HB-4B-4B-BB-BB-AB-AB-EB-EB-FB-FB-3B-3B-2B-2B-1B-1B-10B-10B-5B-5B-6B-6B-7B-7B-8B-8B-9B-9B-10B-10B-10B-10B-FB-FB-AB-ACCCCCCCCCCCCCCCCCCB-9B-9B-9B-9B-5B-5CCCCCCB-BB-BBBB-AB-AB-HB-HB-5B-5B-BB-BB-HB-HAAAA11,5186,632 6,213EQ4,787EQ4,854 5,146 4,792 3,5383,0246,140EQ6,140EQ6,140EQ6,140EQ6,140EQ6,140EQ6,140EQ6,140EQ2,768 EQ 6,920 EQ 6,920 EQ 6,920 EQ 6,920 EQ 6,920 EQ 6,920 EQ 6,920EQ 4,873EQ4,873EQ1,925 5,977 2,000 10,00010,500 1,500 3,698 6,1298,37211,36519,7435,375 6,143 6,632 5,500 5,500 4,854 5,146 4,7924,0008,0002,10086.60087.41086.60087.41087.27587.14087.00586.87085.52086.33086.46586.19586.06085.92585.79085.65586.600B2B2B1B1AAAAB1B1AAAA1423LOADING SPACE3.5x12x4.2mLOADING SPACE3.5x12x4.2mTELESCOPIC SEATINGACOUSTIC DRAPERYACOUSTIC DRAPERYACOUSTIC DRAPERYANNUNCIATORPANELMIRROR WALLRIGGING004SEC. OFF.A: 6.05 m2006MULTIPURPOSE SPACE STUDIO THEATREA: 228.46 m2010ORCH. SHELL STORAGEA: 22.05 m2011PIANO STORAGEA: 14.5 m2012SLL MT5A: 7.09 m2013SLL ST1A: 15.85 m2014SLL MT1A: 15.99 m2018STAGEA: 339.49 m2019AUDIENCE - STAGE LEVEL 381 SEATSA: 346.35 m2022CONTROL ROOMA: 25.05 m2025COREA: 19.72 m2001MULTIPURPOSE SPACE LOBBYA: 534.72 m2012WC - STUDIOA: 8.67 m2013SLL ST2A: 28.82 m2018LOADING & SCENE DOCKA: 161.9 m2018UTILITY HIGH VOLTAGE SWITCHGEAR ROOMA: 41.08 m2018STAIRA: 20.02 m2025ELEVATORA: 12.1 m2001SLL MT 6 - CORRIDORA: 25.4 m2002CORRIDORA: 90.43 m2025COREA: 11.99 m2023BOX OFFICEA: 10.91 m2028SLL MT4A: 12.35 m2004STAGE DOORA: 5.67 m2001REFRESHMENTSA: 18.19 m2015WC - FA: 46.16 m2015WC - MA: 40.91 m2012CLASSROOM LOBBYA: 83.22 m2016WC - UA: 12.96 m2020SLL MT3A: 11.76 m2021HOUSE MGRA: 14.69 m2020SLL MT2A: 11.76 m2021AV RACK RMA: 11.6 m2013STORAGE - STUDIOA: 17.8 m2012VESTIBULEA: 121.67 m2008CREW OFFICEA: 11.22 m2008STORAGEA: 40.96 m2011PREP AREAA: 14.12 m2023COAT CHECKA: 13.56 m2009I.T. RMA: 9.76 m2015JANITORA: 3.95 m2B-9B-9B-9B-9 AP2.04NNO ISSUEDDATE1. Copyright of this drawing is reserved by the Architect. The drawing and all associateddocuments are an instrument of service by the Architect. The drawing and the informationcontained therein may not be reproduced in whole or in part without prior writtenpermission of the Architect.2. These Contract Documents are the property of the Architect. The Architect bears noresponsibility for the interpretation of these documents by the Contractor. Upon writtenapplication, the Architect will provide written/graphic clarification or supplementaryinformation regarding the intent of the Contract Documents. The Architect will review ShoDrawings submitted by the Contractor for design conformance only.3. Drawings are not to be scaled for construction. The Contractor is to verify all existingconditions and dimensions required to perform the work and report any discrepancies withthe Contract Documents to the Architect before commencing any work.4. Positions of exposed finished mechanical or electrical devices, fittings, and fixtures areindicated on architectural drawings. The locations shown on the architectural drawingsgovern over the Mechanical and Electrical drawings. Those items not clearly located will blocated as directed by the Architect.5. These drawings are not to be used for construction unless noted below as "Issuance: FConstruction"6. All work is to be carried out in conformance with the Code and Bylaws of the authoritieshaving jurisdiction.7. The Architect of these plans and specifications gives no warranty or representation to aparty about the constructability of the building(s) represented by them. All contractors orsubcontractors must satisfy themselves when bidding and at all times ensure that they caproperly construct the work represented by these plans.© architectsAlliance, 20182019-11-21KEYPLANLEVEL 2 1:1001:10021905Pickering City CentrePerforming Arts CentreCity of PickeringOne The EsplanadePickering ON L1V 6K7DNDNDNDNUPUPUPUPUPUP B-HB-HB-4B-4B-BB-BB-AB-AB-EB-EB-FB-FB-3B-3B-2B-2B-1B-1B-10B-10B-5B-5B-6B-6B-7B-7B-8B-8B-9B-9B-10B-10B-10B-10B-FB-FB-AB-ACCCCCCCCCCCCCCCCCCB-9B-9B-9B-9B-5B-5CCCCCCB-BB-BBBB-AB-AB-HB-HB-5B-5B-BB-BB-HB-HDWRFAAAAB2B2B1B1AAAAB1B1AAAA14233,0241,8004,4182,2533,8321,80092.00090.60090.600ACOUSTIC DRAPERYACOUSTIC DRAPERYRIGGING009AUDIENCE - BALCONY LEVEL 219 SEATSA: 225.52 m2010SLL MT2A: 8.2 m2012COREA: 19.72 m2013SLL MT4A: 15.63 m2015GREEN ROOMA: 40.34 m2016SLL MT1A: 15.99 m2001CORRIDORA: 134.16 m2002MULTIPURPOSE SPACE LOBBYA: 443.27 m2018STAIRA: 19.09 m2025STAIRA: 17.13 m2012STAGE WALLA: 31.25 m2008GALLERY STA: 22.35 m2008CONTROL ROOM STA: 38.75 m2008SLL STA: 17.09 m2006STAIR TO L3A: 22.31 m2025COREA: 11.99 m2023STOR.A: 36.28 m2010SLL MT3A: 8.2 m2015WC - FA: 37.91 m2015JANITORA: 4.78 m2008ADMIN - COPIER, IT, STORAGEA: 9.84 m2015WC - MA: 40.91 m2016WC - UA: 12.96 m2025ELEVATORA: 12.1 m2009ELEC RMA: 9.76 m2008WCA: 7.95 m2008ADMIN - MTG RMA: 14.47 m2008DRESSING RM - STARA: 21.12 m2008GALLERY STA: 19.34 m2008ADMIN - OPEN OFFICEA: 78.91 m2008DRESSING RM - 23 5x WC 4x SHOWERA: 113.48 m2008DRESSING RM - 15 4x WC 3x SHOWERA: 85.11 m2B-9B-9B-9B-9 AP2.05NNO ISSUEDDATE1. Copyright of this drawing is reserved by the Architect. The drawing and all associateddocuments are an instrument of service by the Architect. The drawing and the informationcontained therein may not be reproduced in whole or in part without prior writtenpermission of the Architect.2. These Contract Documents are the property of the Architect. The Architect bears noresponsibility for the interpretation of these documents by the Contractor. Upon writtenapplication, the Architect will provide written/graphic clarification or supplementaryinformation regarding the intent of the Contract Documents. The Architect will review ShoDrawings submitted by the Contractor for design conformance only.3. Drawings are not to be scaled for construction. The Contractor is to verify all existingconditions and dimensions required to perform the work and report any discrepancies withthe Contract Documents to the Architect before commencing any work.4. Positions of exposed finished mechanical or electrical devices, fittings, and fixtures areindicated on architectural drawings. The locations shown on the architectural drawingsgovern over the Mechanical and Electrical drawings. Those items not clearly located will blocated as directed by the Architect.5. These drawings are not to be used for construction unless noted below as "Issuance: FConstruction"6. All work is to be carried out in conformance with the Code and Bylaws of the authoritieshaving jurisdiction.7. The Architect of these plans and specifications gives no warranty or representation to aparty about the constructability of the building(s) represented by them. All contractors orsubcontractors must satisfy themselves when bidding and at all times ensure that they caproperly construct the work represented by these plans.© architectsAlliance, 20182019-11-21KEYPLANLEVEL 3 MECHANICAL & ROOF1:1001:10021905Pickering City CentrePerforming Arts CentreCity of PickeringOne The EsplanadePickering ON L1V 6K7DNDNDNUPUPUPUPDOWNDOWNDOWNUPB-HB-HB-BB-BB-AB-AB-EB-EB-FB-FB-10B-10B-5B-5B-10B-10B-FB-FB-AB-ACCB-9B-9B-9B-9B-5B-5CCB-BB-BBBB-HB-HB-5B-5B-BB-BB-HB-HAAAAB2B2B1B1AAAAB1B1AAAA14231,3504,7004,0001,000 1,6002,50096.10096.10097.50097.50097.500606.19 m2RIGGINGFOLLOWSPOTLOADING GALLERYLOADING GALLERY009MECH. PENTHOUSEA: 442.38 m2009FOLLOW SPOTA: 18 m2006DIMMER RMA: 16.26 m2006ELEC RMA: 12.52 m2008STORAGEA: 25.63 m2B-9B-9B-9B-9GREEN ROOFELEV. +96.1 PICKERING CITY HALLPICKERING RECREATION COMPLEXTHE ESPLANADE NORTHTHE ESPLANADE SOUTHTHE ESPLANADE PARKPERFORMING ARTS CENTREBLOCK 2BLOCK 3BLOCK 7BLOCK 1Y/S CENTREBLOCK 4BLOCK 8CAPREIT LANDSGLENAN N A R O A D VALLEY FARM ROADNEW PUBLIC PLAZAPICKERING TOWN CENTRESHOPPING MALLLIBRARYBLOCK 5SOUTH BLOCKText SCHEDULE D DESCRIPTION OF THE PTC LANDS Execution Version Tor#: 9724162.15 THE CORPORATION OF THE CITY OF PICKERING (the “Owner”) - and - twopointO partners inc. (the “Development Manager”) PICKERING CITY CENTRE LIBRARY DEVELOPMENT MANAGEMENT AGREEMENT Attachment 2 to Report LEG 06-20 Tor#: 9724162.15 TABLE OF CONTENTS Article 1 DEFINITIONS ...............................................................................................................1 1.1 Definitions................................................................................................................1 Article 2 APPOINTMENT AND SERVICES .............................................................................6 2.1 Appointment ............................................................................................................6 2.2 Development Manager’s Representations and Warranties ......................................6 2.3 Standard of Performance..........................................................................................7 2.4 Independent Contractor ............................................................................................7 2.5 Confidentiality .........................................................................................................7 2.6 Obligations and Services of the Development Manager ..........................................7 2.7 Staff ........................................................................................................................13 2.8 Ownership of Plans ................................................................................................13 2.9 Inspection ...............................................................................................................14 2.10 Safety Measures .....................................................................................................14 2.11 Discharge Liens .....................................................................................................14 2.12 Insurance ................................................................................................................14 2.13 Development Fee ...................................................................................................15 2.14 Leasing Fees...........................................................................................................16 2.15 Payment of Development Fee and Reimbursable Expenses ..................................16 2.16 Payment of Development Costs .............................................................................17 2.17 [Intentionally Deleted] ...........................................................................................18 2.18 Reimbursement of Expenses ..................................................................................18 2.19 No Other Fees ........................................................................................................18 2.20 Information ............................................................................................................19 2.21 Compliance with Applicable Laws ........................................................................19 2.22 Maintenance of Records ........................................................................................19 Article 3 AUTHORITY ...............................................................................................................19 3.1 Authority ................................................................................................................19 Article 4 OBLIGATIONS OF THE OWNER ...........................................................................20 4.1 Obligations of the Owner .......................................................................................20 Article 5 TERM ............................................................................................................................20 5.1 Term .......................................................................................................................20 5.2 Termination by Owner ...........................................................................................20 5.3 Default by Owner ...................................................................................................21 5.4 Indemnity by Owner ..............................................................................................22 5.5 Indemnity by Development Manager ....................................................................23 5.6 Duties Flowing from Termination .........................................................................23 5.7 Delivery of Records to Owner ...............................................................................24 5.8 Limits of Liability ..................................................................................................24 5.9 Rights on Termination ...........................................................................................25 Article 6 UNAVOIDABLE DELAY ...........................................................................................25 - ii - Tor#: 9724162.15 6.1 Unavoidable Delay.................................................................................................25 Article 7 NOTICES ......................................................................................................................26 7.1 Notices ...................................................................................................................26 Article 8 ASSIGNMENTS ...........................................................................................................27 8.1 Assignment by Development Manager ..................................................................27 8.2 Assignment by Owner............................................................................................27 Article 9 GENERAL ....................................................................................................................27 9.1 Gender and Number ...............................................................................................27 9.2 Captions, Table of Contents and Legislation .........................................................27 9.3 Obligations as Covenants .......................................................................................27 9.4 Applicable Law ......................................................................................................27 9.5 Invalidity ................................................................................................................28 9.6 Amendment of Agreement .....................................................................................28 9.7 Successors and Assigns ..........................................................................................28 9.8 Accounting Principles ............................................................................................28 9.9 HST ........................................................................................................................28 9.10 Schedules ...............................................................................................................28 9.11 Time .......................................................................................................................28 9.12 Non-Waiver ............................................................................................................29 9.13 Rights of Parties Independent ................................................................................29 9.14 Status Reports ........................................................................................................29 9.15 No Representations ................................................................................................29 9.16 Further Assurances.................................................................................................29 9.17 Rights of Examination by the Owner.....................................................................29 9.18 Entire Agreement ...................................................................................................30 9.19 Canadian Dollars ....................................................................................................30 9.20 Counterparts ...........................................................................................................30 9.21 Language ................................................................................................................30 Schedule A Description of the Lands and Premises .................................................................32 Schedule B Initial Pro-Forma Budget ........................................................................................33 Schedule C Development Plans...................................................................................................34 Schedule D Description of the PTC Lands ................................................................................35 Tor#: 9724162.15 THIS DEVELOPMENT MANAGEMENT AGREEMENT made as of the _____ day of August, 2020. BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (the “Owner”) - and - twopointO partners inc. (the “Development Manager”) RECITALS: A. The Owner is the Owner of the Property. B. The Owner and the Development Manager have agreed to enter into this Agreement to confirm the Development Manager as the development manager for the Development on the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and the sum of $10.00 paid by each party to the other party and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties covenant and agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions In this Agreement unless there is something in the subject matter or context inconsistent therewith, the following words shall have the respective meanings set forth in this Section 1.1: “Additional Development Management Agreement” means the development management agreement dated as of the date hereof made between the Owner and the Development Manager with respect to the Performing Arts Centre. “Agreement” means this Development Management Agreement, as amended, supplemented and restated from time to time. “Applicable Laws” means all statutes, laws, by-laws, regulations, ordinances and orders of Authorities. “Architect” means architectsAlliance – a partnership of corporations by its partners (including the sub-consultants and engineers retained by the Architect), or such other architect or firm of architects as may be retained by the Development Manager on behalf of the Owner in respect of the Development, from time to time. - 2 - Tor#: 9724162.15 “Authorities” means the federal, provincial, and municipal governments, the courts, administrative and quasi-judicial boards and tribunals and any other organizations or entities with the lawful authority to regulate, or having a power or right conferred at law or by or under a statute over, the Owner, the Development Manager, the Improvements or the Lands, including the businesses carried on therein. “Business Day” means a day which is neither a Saturday, Sunday nor a day observed as a holiday under the laws of the Province in which the Property is located or the federal laws of Canada; and “Business Days” means more than one Business Day. “Construction Cost Oversight Consultant” means Independent Project Managers together with CB Ross Partners Cost Consultants, or such other cost consultants or project manager(s) as may be retained by the Owner to provide cost oversight services in respect of the Development, from time to time. “Consultants” means the Architect and such other architects, engineers, lawyers or other consultants (including such sub-consultants as are retained by any Consultant) as the Development Manager, subject to the approval of the Owner, may appoint from time to time on behalf of the Owner to supervise the servicing, development and construction of the Development; and “Consultant” means any one of the Consultants. “Contractor” means the construction firm engaged by the Owner to act as general contractor in respect of the Development. “Contracts” means all contracts either entered into or administered by the Development Manager in respect of the Development. “Development” means the intended development of the Improvements including but not limited to the development and construction of a new public library of approximately 45,000 square feet on three levels and related rectifications, reconfiguration and completion of the common areas of the Improvements in accordance with the Development Plans. “Development Costs” means the total of all Hard Costs and Soft Costs. “Development Fee” means the fee for the Development Manager’s services provided for in Section 2.13. “Development Period” means the period commencing on August 1, 2019 and ending on the later of: (a) the date on which the Development is Totally Completed; and (b) the expiry of one year after the date of Substantial Completion of the Development; provided that, solely for the purposes of Section 2.6(ff), the Development Period shall continue until the date that is two years after the date of Substantial Completion of the Development. “Development Plans” means the conceptual plans prepared by the Architect and renderings of the Development collectively attached hereto as Schedule C, as may be amended, supplemented or otherwise changed from time to time with the approval of the Owner. - 3 - Tor#: 9724162.15 “Emergency” means a condition or circumstance occurring in or about the Property which if not remedied immediately would result, with reasonable certainty, in: (i) material damage to the Property or material damage to other property; (ii) serious physical injury or death; or (iii) criminal or civil liability on the part of the Owner. “Event of Default” means, in the case of the Development Manager: (a) the negligence or wilful misconduct of the Development Manager to perform its duties and discharge its obligations under this Agreement; (b) the persistent and/or material failure of the Development Manager, other than a failure which is as a result of either negligence or wilful misconduct of the Development Manager, to perform its duties and discharge its obligations under this Agreement; or (c) any fraudulent act of the Development Manager in respect of the Development or this Agreement or any material and deliberate misrepresentation by such Development Manager to the Owner. “Event of Insolvency” means the occurrence of any one or more of the following events: (a) if the Development Manager, other than in connection with a bona fide corporate reorganization shall: (i) be wound-up, dissolved or liquidated, or become subject to the provisions of the Winding-up and Restructuring Act (Canada) or any successor legislation thereto or have its existence terminated or have any resolution passed therefor; (ii) make a general assignment for the benefit of its creditors or a proposal or file a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) or any successor legislation thereto; or (iii) apply for protection or propose a compromise or arrangement under the Companies’ Creditors Arrangement Act (Canada) or any successor legislation thereto or shall file any petition, application or answer seeking any re-organization, arrangement, composition, re-adjustment, liquidation, dissolution or similar relief for itself under any present or future law relating to bankruptcy, insolvency, or other relief for debtors or for the benefit of creditors; (b) if a court of competent jurisdiction enters an order, judgment or decree approving a petition or application filed against the Development Manager seeking any reorganization, arrangement, liquidation, dissolution, winding-up, termination of existence, declaration of bankruptcy or insolvency or similar relief under any present or future law relating to bankruptcy, insolvency or other relief for or against debtors generally, and such order, judgment or decree remains unvacated or unstayed for an aggregate of 60 days from the date of entry thereof; or if any trustee - 4 - Tor#: 9724162.15 in bankruptcy, receiver, receiver and manager, liquidator or any other officer with similar powers is appointed for the Development Manager or of all or any substantial part of its property with the consent or acquiescence of the Development Manager and such appointment remains unvacated or unstayed for an aggregate of 60 days; and (c) if a writ of execution or attachment or similar process is issued or levied against all the property or substantially all of the property of the Development Manager in connection with any judgment against the Development Manager and is not discharged or vacated within 60 days after it is so issued or levied. “Final Budget Approval Date” means the date on which a resolution is duly passed by Pickering City Council approving the final Pro-Forma Budget for the Development following completion of the design and contracting phase of the Development. “Hard Costs” means the total amount of all costs, fees, charges and expenses incurred for construction of the Development, excluding all furniture, fixtures and equipment purchased directly by the Owner and not included in the Pro-Forma Budget, but including, without limitation all expenses incurred in the actual construction of the Development including moneys paid for labour, materials and services in connection with such construction and all payments to and for the account of any contractors or suppliers engaged in the work with respect to the Development prior to and after the date of this Agreement. “HST” means the tax imposed under Part IX of the Excise Tax Act, as amended or re- enacted from time to time, provided that in the event that any similar tax is introduced by any province that has jurisdiction, all references to “HST” shall apply, mutatis mutandis, with respect to such tax and its payment. “Improvements” means a new public library and related facilities, any office areas and delivery facilities constructed or to be constructed on the Lands together with all connections, if any, to adjacent buildings, constructed as appurtenances to such buildings. “Lands” means the lands and premises described in Schedule A. “Pro-Forma Budget” means: (a) prior to the Final Budget Approval Date, the indicative pro-forma budget for the Development attached hereto as Schedule B that is consistent with the estimated cost of the D evelopment presented by the Director, Finance & Treasurer under Report Number FIN 02-20 to Pickering City Council on February 24, 2020, which is subject to approval by Pickering City Council, which the parties acknowledge is preliminary in nature and shall be updated by agreement between the parties from time to time as the design and contracting phase of the Development progresses; and (b) from and after the Final Budget Approval Date, the final pro-forma budget for the Development as approved by Pickering City Council following completion of the design and contracting phase of the Development, as the same may be updated by agreement between the parties from time to time in accordance with this Agreement. “Property” means, collectively, the Lands and the Improvements. - 5 - Tor#: 9724162.15 “PTC Lands” means the lands and premises outlined in red on Schedule D. “PTC Ownership” means OPB Realty Inc. (the registered owner of the PTC Lands) and its asset manager, Investment Management Corporation of Ontario (IMCO). “Reimbursable Expenses” has the meaning set forth in Section 2.18. “Soft Costs” means any cost, disbursement or expense referable to construction of the Development which is not a Hard Cost but relates to the Development and includes without limitation: (i) fees and expenses incurred for architectural, engineering, land surveying, legal and other professional or consulting services in connection with the planning, development, servicing and construction of the Development; (ii) the cost of permits for construction of the Development and all levies, charges, taxes, assessments and levies made by any Authorities in respect of the Development and all expenses incurred otherwise relating to such construction, including those for insurance, necessary surety and other performance bonds, and other incidental expenses; and (iii) the cost of all agreements and materials obtained in connection with the Development. “Substantial Completion” wherever used herein shall have the same meaning as “substantial completion” or “substantial performance” in the applicable construction lien legislation in force in the province in which the Property is situated and “substantially completed” wherever used herein shall have the corresponding meaning. “Termination Fee” means an amount to be agreed upon between the Owner and the Development Manager, each acting reasonably and in good faith, which shall be calculated based on the cost of all obligations and services provided by the Development Manager pursuant to this Agreement calculated to the date of termination (recognizing that a disproportionate share of the Development Manager’s expertise and work is completed during the design and construction document phase of the Development), without duplication of any Development Fee previously paid by the Owner. “Totally Completed” or “Total Completion” means total completion of the Development as certified by the Consultant, including the completion of all construction deficiencies for the Development. “Unavoidable Delay” means any prevention, delay, stoppage or interruption in the performance of any obligation of a party hereto due to a strike, lockout, slow down, labour dispute, act of God, pandemic, inability to obtain or supply any service, equipment, utility, labour or materials, laws, statutes, ordinances, rules, regulations or orders of Authorities (including, but not limited to, federal, provincial or municipal states of emergency), inability to obtain or delay in receiving any required permit, zoning variance or other governmental or quasi-governmental approvals, enemy or hostile action, civil commotion, - 6 - Tor#: 9724162.15 war or other casualty, default by the other party or any condition or cause beyond the reasonable control of the party obligated to perform, but shall not include any inability by the party to perform because of lack of its own funds where such funds are required to permit it to perform the obligation in question. “Written Order” has the meaning set forth in Section 2.16. ARTICLE 2 APPOINTMENT AND SERVICES 2.1 Appointment The Owner hereby appoints and retains the Development Manager on an exclusive basis to provide all services and obligations set out in this Agreement in connection with the Development on the terms and conditions and for the remuneration provided for in this Agreement. The Development Manager shall administer and manage completion of the Development on behalf of the Owner. The Development Manager hereby accepts such appointment on the terms and conditions set out in this Agreement and agrees that it shall perform such services and carry out such obligations hereunder in a proper, competent, honest, diligent and efficient manner and in keeping with the standard of care, prudence, expertise and diligence that would be expected of an experienced development manager of comparable large commercial real estate projects and in accordance with the standard of performance set out in Section 2.3. The Owner acknowledges and agrees that, except for Reimbursable Expenses provided for in Section 2.18 or as otherwise expressly set out in this Agreement, the Development Manager shall not, at any time, be required to use its own funds to pay any costs or expenses relating to the Development. The parties acknowledge that, prior to the date of this Agreement, the Development Manager has submitted to the Owner, and the Owner has reviewed and approved, various invoices for reimbursement of certain Reimbursable Expenses and for a certain portion of the Development Fee payable to the Development Manager for work performed prior to the date of this Agreement, all of which will be paid by the Owner to the Development Manager promptly following the date of this Agreement. The parties further acknowledge that the Development is currently on pause until at least September 2020 by resolution of Pickering City Council and that further resolutions (the “Restart Resolutions”) are required in order: (i) for the Development Manager to re- commence its work hereunder; and (ii) to approve the indicative Pro-Forma Budget attached as Schedule B hereto. Consequently, the parties agree that the Development Manager shall not, unless directed to do so in writing by the Owner, carry out any further work under this Agreement until the Restart Resolution authorizing the re-commencement of the Development is duly passed by Pickering City Council. 2.2 Development Manager’s Representations and Warranties The Development Manager hereby represents and warrants to the Owner that it has the requisite knowledge, skills and experience (including, without limitation, the knowledge and the experience to advise the Owner when Consultants need to be retained with specialized knowledge, skills and experience) to perform the services and functions provided for in this Agreement to the standards - 7 - Tor#: 9724162.15 provided for in Section 2.3, provided the Owner acknowledges that the Development Manager does not provide legal services to the Owner pursuant to this Agreement. 2.3 Standard of Performance In carrying out its duties and obligations hereunder, the Development Manager will not be responsible for matters beyond its reasonable control (including, without limitation, delay in the completion of the Development, and/or increase in the cost to complete the Development) or for matters involving the expenditure of funds which are not made available by the Owner, and it is understood that the responsibility of the Development Manager in performing the services and functions mentioned shall be limited in each case to exercising in such performance the same degree of care, skill and supervision as would be exercised by an experienced development manager of large commercial real estate projects. During the entire Development Period, the Development Manager shall commit and dedicate to and for the Development the members of its staff (including, without limitation, contract personnel) as required to maintain the standard of performance provided for in this Section 2.3. In performing its obligations and services pursuant to the terms of this Agreement, the Development Manager shall comply with the terms of the Contracts as they relate to the Development. In making any interpretations, decisions or findings, the Development Manager will act in the best interests of the Owner and not show partiality to the PTC Ownership, the Contractor, the Architect or any trade contractors or other counterparties to such Contracts. 2.4 Independent Contractor The parties acknowledge that the Development Manager shall undertake its duties hereunder as an independent contractor and not as agent or in any other way representative of the Owner except as herein expressly provided. It is further acknowledged that nothing in this Agreement nor in any acts of the parties hereto shall be deemed to create a partnership relationship among any of the Development Manager and the Owner. 2.5 Confidentiality The information received by the Development Manager, as a result of or pursuant to this Agreement, shall not be disclosed by the Development Manager to any person other than as a necessary part of discharging its duties or enforcing its rights hereunder or used either to the detriment of the Development or for the benefit of a competitive project, except with the written consent of the Owner or unless required by law to be disclosed in connection with legal proceedings. 2.6 Obligations and Services of the Development Manager The Development Manager shall, in a skilful and expeditious manner and in accordance with any agreements made by the Owner relating to the Development and of which the Development Manager has knowledge: - 8 - Tor#: 9724162.15 (a) with the direction and instruction of the Owner, formulate, present and finalize development concepts for the Development and the Pro-Forma Budget; (b) apply on behalf of the Owner in the name of the Owner, as agent for the Owner and without personal liability, to Authorities for, and obtain, and supervise the Consultants and trade and supply contractors in connection with the acquisition of, all land use classification amendments, applications, licences, permits and approvals necessary or required for the Development (including demolition, excavation, site plan and building permits and their related agreements); (c) select, and propose to and obtain approval of the Owner for, contractors, Consultants, suppliers and others for the Development; and co-ordinate, direct and supervise their work, scrutinize and settle their accounts and supervise and use its commercially reasonable efforts to ensure their performance; (d) review contractor’s notices and requests for contractor’s contingency expenditures and to obtain the prior written approval of the Owner to authorize any such expenditures where the anticipated cost provided for in the contractor’s contract exceeds $25,000.00, whether as a credit or an expense, and to authorize, on behalf of the Owner, contingency expenditures which have been approved by the Owner or which are not required to be approved by the Owner but which, based on the experience of the Development Manager, are justifiable. For certainty, the provisions of this Section 2.6(d) shall apply to contractor’s contingency payments to the Owner’s general contractor in accordance with the terms and conditions of the construction contract between the Owner and such general contractor; (e) execute Contracts with contractors in the name of and on behalf of the Owner, without personal liability of the Development Manager under such Contracts, for work and/or services for the Owner and relating to the Development where the anticipated cost provided for in the contract does not exceed $25,000.00; (f) co-ordinate the layout, design and engineering for the Development including, without limitation, the preparation of all drawings and specifications, and obtain the approval by the Owner of any material changes thereto; (g) co-ordinate and direct to completion in accordance with the plans and specifications approved in writing by the Owner, the requirements of all project agreements and in accordance with Applicable Laws, the construction of the Development including, without limitation, demolition, if any, site preparation, time schedules and, subject to Section 2.12 of this Agreement, insurance coverage, except such policies of insurance or bonds as the Owner elects to negotiate for and procure on its own behalf and the Development Manager shall review and authorize on behalf of the Owner change orders with respect to the construction of the Development provided that the Development Manager shall obtain the prior written approval of the Owner for any change order where the anticipated cost of same exceeds $25,000.00; - 9 - Tor#: 9724162.15 (h) co-ordinate, in conjunction with the Consultants, the preparation by the general contractor and distribution to the Owner of critical path schedules for the development of the Development and obtain from contractors and distribute to the Owner critical path schedules for the construction of the Development, and periodic updates thereto as necessary to reflect any material changes to such schedules; (i) arrange for and monitor the conduct of all such things as are necessary to ensure compliance by the Owner with all terms and conditions of all Contracts entered into, assumed by or binding upon the Owner in connection with the Development of which the Development Manager has knowledge; (j) co-ordinate the planning and construction of tenant improvements, if any, in the Development; (k) co-ordinate and direct the moves of tenants, if any, into the Development and the opening of the Development to the public for business; (l) submit to the Owner monthly: (i) a cost and financial pro-forma analysis for the Development, in a format acceptable to the Owner, and a consolidated report showing projected capital costs and costs incurred to date and projected variances to the Pro- Forma Budget which the Owner shall approve or reject prior to the next monthly report; (ii) reports on construction, contractual and legal matters and any significant developments affecting or relating to the Development; (iii) an updated timetable for the development, construction and completion of the Development; and (iv) upon the request of the Owner, such other reports and information as the Owner may reasonably require; (m) provide to the Owner, on an ongoing basis, access to reports on: (i) change orders and change directives; (ii) project schedules (in accordance with subparagraph (w)); and (iii) cash allowances, and ensure all such reports are maintained in an accurate, prudent and responsible manner and are provided in a format which is readily and easily accessible to the Owner; (n) submit to the Owner all accounting and financial information and supporting documents for the Development as may be necessary or desirable for the purposes - 10 - Tor#: 9724162.15 of preparing financial statements of the Owner in accordance with public sector accounting principles, and for such purposes, the Development Manager shall give full cooperation and promptly provide to the Owner all such information it may reasonably request from time to time; (o) provide full accounting and bookkeeping services (but not audit services) for the Development including, without limitation, collection of accounts receivable and payment of accounts payable which are provided for in the Pro-Forma Budget, management of cash balances and investment and reinvestment of excess funds (which accounting and bookkeeping shall be subject to audit at the Owner’s expense whenever the Owner so requests in writing); (p) the Owner shall be responsible to prepare and file all HST returns pertaining to the Owner (as applicable in the province in which the Property is situated) relating to the Development and to remit with such returns any net tax (as determined in accordance with the Excise Tax Act, as amended or re-enacted from time to time) owing by the Owner on such returns. The Development Manager shall provide for the Owner such information as the Owner may reasonably require, and which is in the possession or reasonable control of the Development Manager, in order to permit the recovery of all tax rebates, where applicable, and to assist the Owner in complying with its obligations relating to income and excise taxes, including the calculation of HST; (q) manage the draw requests for the Development including but not limited to: (i) coordinate and send copies of all draw requests to the Owner; (ii) promptly respond to any queries on the draw requests from the Owner; (iii) coordinate construction or builders’ lien (as applicable in the province in which the Property is situated) searches and advise the Owner of any registered builders’ liens prior to release of any payment of the draw requests; (iv) in the event of any construction or builders’ liens (as applicable in the province in which the Property is situated) registered against the Property, not to release any payment of the draw requests until such release has been approved in writing by the Owner and is in accordance with the applicable construction lien legislation in force in the province in which the Property is situated (the “Act”); (v) through consultation with Consultants where, in the reasonable opinion of the Development Manager such consultation is appropriate, ensure that all payments of draw requests are in accordance with the obligations of the Owner under the Act including, without limitation, calculating all required holdback amounts and releasing such holdback amounts in accordance with the Act; and - 11 - Tor#: 9724162.15 (vi) review and deliver to the Owner for its approval and payment all invoices, payment and draw requests from the Contractor, the Development Manager and other contractors, suppliers and other third parties; (r) notify the Owner promptly after becoming aware of: (i) any material changes or developments affecting the Development including if it appears that the construction cost estimate may exceed the Pro-Forma Budget, and any other material changes to the Pro-Forma Budget, and make recommendations for corrective action; (ii) any material defects or deficiencies in any work that come to the attention of the Development Manager or as may be identified by the Architect, the Consultants or the Contractor, rectification of which cannot reasonably be anticipated to be completed within the Pro-Forma Budget or approved project schedule; (iii) any material error, omission or deficiency in approved plans and specifications that come to the attention of the Development Manager or as may be as identified by the Architect, the Consultants or the Contractor; (iv) the discovery of any toxic or hazardous substances or materials on, in or at the Property other than in accordance with Applicable Laws; and (v) any lien, legal action or insurance claim initiated by a third party against the Owner or the Contractor (to the extent that it could have any impact on the Owner) with respect to the Development; (s) with the prior written approval of the Owner, in the name and at the expense of the Owner, institute, prosecute and defend legal actions affecting the Development (including those involving builders’ liens) and to issue notices and participate in adjudications under the Act; (t) deliver to the Owner or its designees upon request, copies of all records, documents and materials in the possession or control of the Development Manager which relate to the Development as soon as practicable after the Development Period; (u) arrange for and coordinate regular meetings among the Owner, the Architect and, if necessary, the Consultants, and the Development Manager at such times and places as agreed between the Development Manager and the Owner, or as either may reasonably require, and ensure that minutes of all such meetings are taken and that copies thereof are provided to the Owner; (v) arrange for and coordinate periodic meetings among the Owner, the Development Manager, the required Consultants and PTC Ownership and their development managers and consultants to ensure a coordinated effort with respect to construction by the Owner and PTC Ownership of their respective improvements on the PTC Lands, and with a view to minimizing the potential for interference and delay in the - 12 - Tor#: 9724162.15 execution of each such parties respective works, and ensure that minutes of all such meetings are taken and that copies thereof are provided to the Owner; (w) direct the Contractor to prepare for the Owner’s review, in consultation with the Consultants and the Owner, a preliminary overall project schedule, including the determination of the anticipated date for Substantial Completion and occupancy of the Development, and cause the same to be reviewed and updated following completion of each of the design development phase, the construction documents phase and construction procurement phase, in each case with appropriate details; such project schedule shall take into consideration the sequence and timing of the required basic program decisions, including anticipated design time, approval period, preparation of documentation, bid calls and subsequent evaluations, trade contract awards, on-site construction activities, and the anticipated occupancy date for the Development; (x) provide regular monitoring of the project schedule as construction progresses; identify potential variances to planned completion dates; review the project schedule for work not started or incomplete; recommend to the Owner and, as necessary, the Contractor, adjustments in the project schedule to achieve Substantial Completion, and provide summary reports of each monitoring and document all changes in the project schedule; (y) make recommendations to the Owner regarding any equipment or materials which should be pre-ordered to meet the project schedule and Development objectives; (z) identify infrastructure needs for the Development and negotiate agreements for the provision thereof, the costs of which are to be borne by the Owner; (aa) provide such administration as may be necessary or as described in the relevant Contracts with trade and supply contractors including, without limitation: (i) ensuring that all performance security/bonding (if applicable) is provided in accordance with the terms of the relevant Contracts and Applicable Law, and act as the Owner’s representative in administering same; and (ii) review, negotiate and authorize on behalf of the Owner change orders and change directives, including written descriptions of proposed changes, (in consultation with the Architect when such changes relate to the specifications and drawings), provided that the Development Manager shall obtain the prior written approval of the Owner for any change order where the anticipated cost of same exceeds $25,000.00; (bb) co-ordinate and supervise to completion in accordance with the plans and specifications approved by the Owner, the requirements of all project agreements and in accordance with Applicable Laws, the construction of the Development including, without limitation, demolition, if any, site preparation, time schedules and, subject to Section 2.12, insurance coverage, except such policies of insurance or bonds as the Owner elects to negotiate for and procure on its own behalf; - 13 - Tor#: 9724162.15 (cc) provide the Owner with all documentation and information necessary for the purposes of any governmental filings (other than taxes) which is in the possession or reasonable control of the Development Manager; (dd) review and approve (for the subsequent approval and payment by the Owner) of all Development Costs to be paid to the Contractor, Consultants and other suppliers retained in connection with the Development. The Development Manager shall forthwith deliver to the Owner, all cash, cheques and other negotiable instruments received by the Development Manager pursuant to this Agreement. The Development Manager shall deal with such cash, cheques and negotiable instruments in accordance with sound cash management practices so that the Owner is adequately protected; (ee) provide oversight on the Owner’s behalf of the issuance by the Architect of all necessary certificates respecting Substantial Completion of the Development and distribute same or final certificates for payment as may be necessary to the Contractor; (ff) provide oversight and supervision in connection with any required post completion services and management of any warranty claims and rectifications up to two years after the date of Substantial Completion of the Development; and (gg) carry out such other duties as are normally carried out by a development manager of a development similar in size, nature, complexity and location to the Development. 2.7 Staff The Development Manager represents and warrants to, and agrees with, the Owner that it has, and throughout the term, at its own expense, shall employ and shall provide, the personnel and expertise to perform the obligations and services to be performed by it under this Agreement. Without limiting the generality of the foregoing, the Development Manager shall provide qualified staff to perform its obligations under this Agreement (including without limitation, all financial, accounting and reporting obligations) and shall be responsible, at its own expense, for the payment of the employment and related costs of such staff, including, without limitation, staff that oversees the Contractor and the Consultants, whether or not such staff work at the site or at the offices of the Development Manager. 2.8 Ownership of Plans The Development Manager acknowledges that, subject to the agreements between the Owner or the Development Manager (on behalf of the Owner, as agent for the Owner and without personal liability) and the Consultants, all plans and specifications and all copies thereof and all models with respect to the Development are the property of the Owner. The Development Manager shall not use the same with respect to any other work and the same shall be delivered to the Owner upon termination of this Agreement. The Owner acknowledges and confirms that the Development Manager may utilize photographs of the Development and the construction thereof for the purposes - 14 - Tor#: 9724162.15 of marketing and promotion of the services offered by the Development Manager to the public from time to time. 2.9 Inspection The Owner and its representatives shall at all times have access at their own risk to the Development during the construction of the Development and the Development Manager shall provide facilities for such access. 2.10 Safety Measures The Development Manager shall use commercially reasonable efforts to cause all the Contractor and all other contractors employed on the Development to be responsible for the safety of all workers and equipment on the Development in accordance with all Applicable Laws governing construction safety. 2.11 Discharge Liens The Development Manager, throughout the Development Period, shall use commercially reasonable efforts to ensure all contractors employed in respect of the Development will cause any and all construction liens, builders’ liens and other liens for labour, services or materials alleged to have been furnished to or to have been charged to or for the Owner, the Development Manager, any subcontractor or any of them or on their or its behalf in respect of the Development which may be registered against or otherwise affect the Lands to be discharged and/or vacated forthwith by all appropriate means, including payment of funds into court, if necessary. All legal expenses incurred in connection with checking title to the Property and vacating or discharging liens shall be for the Owner’s account. 2.12 Insurance The Development Manager: (a) shall at the request of the Owner collaborate with the Owner on (i) the establishment of insurance coverage and/or bonding requirements applicable to the general contractor and other contractors employed in respect of the Development; or (ii) the placement of such insurance policies in the name of Owner and at Owner’s expense, as the Owner considers necessary or desirable to protect the Owner, the Development Manager and their property and interests from liability, damage or loss in respect of the Development, including builders’ all risk insurance, commercial general liability insurance, wrap-up liability insurance, property insurance, automobile liability insurance, umbrella liability insurance and worker’s compensation insurance, with such limits as reasonably determined by Owner having regard to the size, scope and cost of the Development. The Development Manager shall not be responsible for the adequacy of the insurance contracts or the coverage thereunder, settling the insurance contracts administering monitoring or renewing existing insurance coverage, provided however, the Development Manager shall be responsible (in collaboration with and subject to direction and instructions from the Owner and its insurance advisors) for responding to enquiries, - 15 - Tor#: 9724162.15 filing claims and liaising with insurance adjusters. All policies of insurance referred to in this Section 2.12(a) shall maintained by the Owner or the general contractor until Total Completion of the Development, will be primary (vis-a-vis any insurance carried by the Development Manager), provide the Development Manager with at least thirty (30) days advance written notice of cancellation, non- renewal or reduction in coverage and shall include the Development Manager as an additional insured and/or loss payee (as applicable) and shall contain a waiver of subrogation as against the Development Manager. Upon request, the Owner shall provide the Development Manager with certificate(s) of insurance outlining evidence of the Owner’s or general contractors insurance (as the case may be) and the terms thereof; and (b) commencing not later than the date of the execution of this Agreement, at the Development Manager’s sole cost and expense, shall place and maintain during the Development Period: (i) professional liability insurance for all claims arising out of errors or omissions of the Development Manager in the performance of its obligations pursuant to this Agreement with an inclusive limit of $5,000,000.00 on an aggregate basis but not on a project specific basis; and (ii) commercial general liability insurance for bodily injury (including death) and property damage with an inclusive limit of $5,000,000.00 on an aggregate basis, but not on a project specific basis; such coverage shall add the Owner as additional insured and/or loss payee (as applicable); and (iii) crime coverage insurance in an amount of $2,000,000.00, on an aggregate basis. Each of the policies of insurance referred to in Section 2.12(b) shall not be modified materially nor cancelled on less than thirty (30) days written notice to the Owner and shall otherwise be on terms and conditions acceptable to the Owner, acting reasonably. The Development Manager shall provide the Owner certified certificates of such insurance from time to time at the request of the Owner. 2.13 Development Fee The Owner shall pay to the Development Manager for its services under this Agreement, the Development Fee in an amount equal to four percent (4.0%) of the Hard Costs and Soft Costs, calculated without duplication and in accordance with the provisions of Section 2.15 of this Agreement. Notwithstanding anything contained herein to the contrary, for the purpose of calculating the Development Fee, there shall be excluded from Hard Costs and Soft Costs the following: (a) all land costs, including land lease payments; - 16 - Tor#: 9724162.15 (b) all amounts, fees and expenses reimbursed to the Development Manager under the provisions of this Agreement; (c) all development charges; (d) all financing and interest costs; (e) all taxes, save and except for harmonized sales taxes applicable to the Development Fee; (f) all opening and promotion costs; and (g) all amounts paid or payable to the Construction Cost Oversight Consultant. Notwithstanding the foregoing or anything else contained herein, the Development Manager and the Owner acknowledge and agree that in no event shall the total Development Fee payable to the Development Manager exceed the amount equal to four percent (4.0%) of all Hard Costs and Soft Costs which, for greater certainty, shall not exceed the estimated cost presented by the Director, Finance & Treasurer under Report Number FIN 02-20 to Pickering City Council on February 24, 2020. 2.14 Leasing Fees Intentionally Deleted 2.15 Payment of Development Fee and Reimbursable Expenses (a) Subject the last sentence of this Section 2.15(a), the Owner shall pay to the Development Manager the Development Fee (determined in accordance with the provisions of Section 2.13 herein) in equal monthly instalments, such instalments to be due and payable on the first day of each and every month during the period commencing on the first day of the Development Period and ending on the projected date of Substantial Completion of the Development, as set out in the Pro- Forma Budget for the Development, in each case without the necessity of further documentation. If at any time the Pro-Forma Budget and/or project schedule is amended to revise the estimated Development Costs or the number of months in the project schedule, the amount of the subsequent monthly instalments after such amendment will be adjusted so that the full amount of the Development Fees, calculated based on the then current estimated Development Costs, will be paid over the then project schedule. Notwithstanding the foregoing, but subject always to Section 5.2(e), in the event the Owner, in its sole and unfettered discretion, elects to suspend or cease design and/or construction activity with respect to the Development, no instalments of the Development Fee shall be payable to the Development Manager during such period suspension or cessation of design and/or construction activity; provided that: (i) the Owner shall pay all amounts owing to the Development Manager up to the date of the suspension or cessation; and (ii) the Development Manager shall be relieved of all of its obligations under this - 17 - Tor#: 9724162.15 Agreement (other than its obligations under Section 2.6(r)) during any period in which the Development Fee is not being paid. (b) The Development Fee shall be finally determined at the end of Development Period and approved in writing by Owner in accordance with generally accepted accounting principles. If the Development Fee is less or more than the sum of the previous payments made by Owner to the Development Manager on account thereof during the term the amount of any deficiency or excess, as the case may be, shall be paid by the Owner to the Development Manager or by the Development Manager to the Owner, respectively, within 30 days of the final determination of the Development Fee. (c) The parties acknowledge that the Development Fee set out in this Section 2.15 and in Section 2.13 of this Agreement, are based on the preliminary budgeted Hard Costs and Soft Costs as set out in the Pro-Forma Budget and shall be adjusted annually during the term of this Agreement based on projected costs and upon Total Completion of the Development, the Development Fees shall be reconciled based on final Hard Costs and Soft Costs for the Development. (d) In addition to Development Fees, the Owner shall pay to the Development Manager, as part of the Written Order referred to in Section 2.16, Reimbursable Expenses in accordance with Section 2.18. 2.16 Payment of Development Costs The Development Manager shall be entitled to apply to the Owner at any time for payment of Development Costs and other amounts set forth in the Pro-Forma Budget or as otherwise approved in writing by the Owner from time to time, by delivering to the Owner a written order (herein referred to as a “Written Order”) for payment thereof. Each Written Order shall: (a) state the aggregate of the amounts set forth in the Pro-Forma Budget previously paid to or as directed by the Development Manager under this Section 2.16; (b) state the costs paid or payable by the Development Manager on behalf of Owner at the date of the Written Order in addition to the amounts referred to in Section 2.16(a) (being the costs requested for payment in the Written Order), indicating which costs have been paid and those which are immediately payable but not yet paid; (c) state that all costs included in such Written Order are costs contemplated by the Pro-Forma Budget as amended from time to time, and describing the items constituting such costs in reasonable detail; and (d) include copies of appropriate supporting invoices and back up (in reasonable detail) for the costs included in such Written Order including, without limitation, for Reimbursable Expenses. - 18 - Tor#: 9724162.15 Each Written Order shall be delivered to Owner as aforesaid, shall be signed by an officer of the Development Manager and shall state that all costs set forth in such Written Order, payment or reimbursement of which is requested in such Written Order, are costs contemplated by the Pro- Forma Budget as amended from time to time, and incurred in connection with the development and construction of the Development in accordance with the Agreement. Within 15 Business Days after the receipt of such Written Order together with such supporting documentation, the Owner shall pay to or as directed by the Development Manager, the amount of the costs set forth in such Written Order and in respect of which payment is requested by the Development Manager. Where the Owner directly pays any such amount under a Written Order to a Person other than the Development Manager, confirmation in writing of such payment shall be provided by the Owner to the Development Manager promptly following such payment being made. 2.17 [Intentionally Deleted] 2.18 Reimbursement of Expenses In addition to the Development Fee, the Owner shall reimburse the Development Manager for all “out-of-pocket” expenses (collectively, the “Reimbursable Expenses”) which the Development Manager properly and reasonably incurs pursuant to this Agreement in connection with the performance of its obligations under this Agreement, provided such expenses are itemized within the Pro-Forma Budget or are otherwise submitted on an itemized basis and approved in writing by the Owner. The Reimbursable Expenses shall be in addition to the Development Fee and shall include, without limiting the generality of the foregoing, the following: (a) all reasonable travel expenses for those members of the staff (including, without limitation, contract personnel) of the Development Manager who have been pre- approved in writing by the Owner in connection with necessary attendances away from head office relating to the development and construction of the Development or to the site of the Development as reasonably required to perform its duties under this Agreement or as required by the Owner, long distance telephone, other telecommunication charges and fax charges and courier costs as incurred by the Development; and (b) professional fees payable to the arm’s length architects, engineers, accountants, lawyers and other consultants who are approved in writing by the Owner and engaged or retained in connection with the servicing, development and construction of the Development pursuant to the provisions of this Agreement. 2.19 No Other Fees Notwithstanding any other provisions of this Agreement, the Development Manager shall not be entitled to any fees or other compensation for its services under this Agreement other than the Development Fee contemplated herein (and such recoveries specifically provided in this Agreement); without limiting the generality of the foregoing, the Development Manager shall not be entitled to any additional fees for construction management or project management services, or post completion services and management of warranty claims and rectifications. - 19 - Tor#: 9724162.15 2.20 Information In addition to its other reporting obligations pursuant to this Agreement, the Development Manager will at all reasonable times and intervals furnish to the Owner, upon receipt of a specific written request to do so, such information relating to the Development as it requested by the Owner, provided that such information is in the possession or control of the Development Manager. 2.21 Compliance with Applicable Laws In performing its obligations under this Agreement, the Development Manager shall at all times comply with all Applicable Laws. 2.22 Maintenance of Records The Development Manager shall maintain complete and accurate records in connection with the Development and the provision of its services under this Agreement. ARTICLE 3 AUTHORITY 3.1 Authority The Owner confirms and agrees that the Development Manager has the authority to perform all actions and make all expenditures contemplated by the Pro-Forma Budget as updated from time to time, subject to the terms of this Agreement. For clarity, the Owner confirms and agrees that the Development Manager has the authority to review contractor’s notices and requests for contractor’s contingency expenditures with any one contractor not in excess of $25,000.00 and to authorize, on behalf of the Owner, such contingency expenditures if the expenditures are not in excess of $25,000.00 or if they have been approved in writing by the Owner. Notwithstanding any provision in this Agreement to the contrary, the Development Manager on behalf of the Owner shall take such action and incur such reasonably necessary and appropriate expenses and liabilities acting in the best interest of the Owner, without the need of first obtaining the written consent of the Owner, as may be reasonably necessary and appropriate in the reasonable opinion of the Development Manager, to deal with any Emergency arising from time to time. The Development Manager shall immediately inform the Owner of any such Emergency and the action taken. All Contracts and commitments with third parties necessary for the Development shall be entered into directly by the Owner unless otherwise provided in this Agreement or the Owner otherwise authorizes or directs in writing the Development Manager to enter into such Contracts and commitments on behalf of the Owner, as agent for the Owner and without personal liability. - 20 - Tor#: 9724162.15 ARTICLE 4 OBLIGATIONS OF THE OWNER 4.1 Obligations of the Owner The Owner covenants with the Development Manager that it shall, at its own expense: (a) to the extent necessary to permit the Development Manager to complete its obligations hereunder and subject to the rights of tenants, provide free ingress and egress to and from the Lands to and from the neighbouring streets and highways; (b) promptly make all decisions required under this Agreement and respond to all requests for approvals, authorizations and directions made hereunder; and (c) promptly execute and deliver such evidence of the Development Manager’s authority as may be required by third parties, acting reasonably. Except where the same are being disputed in good faith, the Owner covenants with the Development Manager that it shall, at its own expense, promptly make all payments and incur all expenditures required in connection with the Development in accordance with this Agreement. ARTICLE 5 TERM 5.1 Term This Agreement shall commence on the date first above written and, unless otherwise terminated in accordance with the provisions herein, shall continue in full force and effect until the end of the Development Period. 5.2 Termination by Owner (a) Default by Development Manager: If an Event of Default occurs, the Owner may give notice (a “Notice of Complaint”) to the Development Manager specifying in reasonable detail the Event of Default and if, within 30 days of receipt of any Notice of Complaint, the Development Manager fails to cure the Event of Default in a reasonable manner, or if more than 30 days are required to cure the Event of Default, the Development Manager fails to commence and continue diligently to cure within a reasonable period of time, the Owner shall have the right to immediately terminate this Agreement by notice (a “Notice of Termination”) to the Development Manager stating that this Agreement is terminated and the reason for termination. Such termination shall be effective as of the date of receipt by the Development Manager of the Notice of Termination. Such termination shall be without prejudice to any rights and remedies which the Owner may have by reason of such Event of Default. (b) Loss of Key Individual: If at any time during the term of this Agreement, George Buckles ceases to direct, and to be actively involved in, the day-to-day performance - 21 - Tor#: 9724162.15 by the Development Manager of its obligations under this Agreement, or does not control the management of the business and operations of the Development Manager, then the Owner shall have the right, exercisable in its sole and absolute discretion, to issue a Notice of Termination. Such termination shall be effective as of the date on which such Notice of Termination is received by the Development Manager or on such later date, if any, as is stated in such Notice of Termination. (c) Event of Insolvency: The Owner shall have the right, exercisable in its sole and absolute discretion, to terminate this Agreement by Notice of Termination upon the occurrence of an Event of Insolvency in respect of the Development Manager. (d) Additional Development Management Agreement: The Owner shall have the right, exercisable in its sole and absolute discretion, to terminate this Agreement by Notice of Termination upon the occurrence of an ‘Event of Default’ or an ‘Event of Insolvency’ with respect to the Additional Development Management Agreement. (e) Abandonment: The Owner shall have the right to terminate this Agreement by Notice of Termination to the Development Manager if the Owner intends to Abandon the Development. For the purposes of this subsection “Abandon” shall mean that the Owner intends to cease all design and/or construction activity with respect to the Development. If such Notice of Termination by the Development Manager is received during the construction phase of the Development, the Development Manager shall coordinate and assist the Contractor in shutting down construction and securing the Development in accordance with good construction practice and will be paid the portion of the Development Fee and Reimbursable Expenses due up to the date the shut down and securing of the Development is substantially completed (the “Development Shut Down”) plus the Termination Fee, in accordance with the terms of this Agreement. (f) Termination for Convenience: The Owner shall have the right to terminate this Agreement for convenience, at any time, exercisable in its sole and absolute discretion, by Notice of Termination to the Development Manager, in which case this Agreement shall terminate effective as of the date of delivery of such Notice of Termination, and the Owner shall pay to the Development Manager the portion of the Development Fee and Reimbursable Expenses due up to the date of delivery of such Notice of Termination plus the Termination Fee, which amounts shall be payable forthwith following the date of delivery of such Notice of Termination. For clarity, this Section 5.2(f) shall not apply if the Owner intends to Abandon the Development, it being agreed that Section 5.2(e) applies thereto. 5.3 Default by Owner If, at any time, the Owner fails to make any payment which it is obliged to make under this Agreement or to give such directions, authorizations or approvals or shall have failed to take such other actions as were properly required by the Development Manager for the performance of its obligations under this Agreement, the Development Manager may deliver a Notice of Complaint - 22 - Tor#: 9724162.15 to the Owner specifying in reasonable detail the matter complained of and if, within 30 days of receipt of any Notice of Complaint, the Owner fails to cure the matter complained of in a reasonable manner, or if more than 30 days are required to cure such matter, the Owner fails to commence and continue diligently to cure within a reasonable period of time, the Development Manager may deliver a Notice of Termination to the Owner stating that this Agreement is terminated. Such termination shall be effective as of the date of the date of receipt by the Owner of the Notice of Termination and the Development Manager shall be released and discharged of obligations and liabilities under this Agreement which were to be performed and satisfied from and after effective date of such termination. Such termination shall be without prejudice to any rights or remedies which the Development Manager may have by reason of such default by the Owner. 5.4 Indemnity by Owner During the Development Period and after the termination or expiry of this Agreement, the Owner shall indemnify and save the Development Manager harmless from any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever at law or in equity, in connection with the performance by the Development Manager of any and all of its obligations under this Agreement or pursuant to the policies, limitations, instructions and procedures of the Owner and all obligations incurred by the Development Manager in connection with the Development pursuant to this Agreement, including, without limitation, any liability in respect of hazardous substances, any damage or injury whatsoever to any employee or other person or property arising out of the use, administration or control of the Development or any other assets of the Owner relating to the Development, but the indemnity provided under this section shall not extend to: (a) any material breach by the Development Manager, its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible, of any of the terms and provisions of this Agreement; (b) any fraud, negligence or wilful misconduct of the Development Manager or of its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible (except to the extent covered and paid by the insurance maintained or required to be maintained by the Owner relating to the Property or the Development); or (c) any action taken by the Development Manager in contravention of the terms and provisions of this Agreement or contrary to the written direction of the Owner pursuant to this Agreement. With respect to contracts or commitments necessary for the Deve lopment that are entered into with third parties by the Development Manager on behalf of the Owner in accordance with the terms of this Agreement, the Development Manager shall have no liability to such third parties under such contracts or commitments (and the indemnity of the Owner in this Section 5.4 in favour of the Development Manager shall apply) save and except to the extent that such liability arises from the gross negligence, fraud or wilful misconduct of the Development Manager. - 23 - Tor#: 9724162.15 5.5 Indemnity by Development Manager Subject to Section 5.8 herein, during and after the termination or expiry of this Agreement, the Development Manager shall indemnify and save the Owner harmless in respect of any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever, at law or in equity, arising: (a) by way of any breach by the Development Manager, its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible, of any of the terms and provisions of this Agreement (except to the extent covered and paid (to the extent insurance was maintained) by the insurance maintained or required to be maintained or self-insured by the Owner relating to the Property) which results in a material adverse impact on the Owner; (b) by reason of any fraud, negligence or wilful misconduct of the Development Manager, its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible (except to the extent covered and paid (to the extent insurance was maintained) by the insurance maintained or required to be maintained or self-insured by the Owner relating to the Property) which results in a material adverse impact on the Owner; or (c) by reason of any action taken by the Development Manager outside the terms and provisions of this Agreement or contrary to the written direction of the Owner pursuant to this Agreement (except to the extent covered and paid (to the extent insurance was maintained) by the insurance maintained or required to be maintained or self-insured by the Owner relating to the Property). With respect to contracts or commitments necessary for the Deve lopment that are entered into with third parties by the Development Manager on behalf of the Owner, the Owner shall have no liability to such third parties under such contracts or commitments (and the indemnity of the Development Manager in this Section 5.5 in favour of the Owner shall apply) solely to the extent that such liability arises from the gross negligence, fraud or wilful misconduct of the Development Manager. 5.6 Duties Flowing from Termination Upon the termination of this Agreement: (a) the Development Manager shall use all commercially reasonable efforts to terminate the Contracts, at the expense of the Owner, if required to do so by the Owner; (b) to the extent that Contracts have not been terminated, the Owner shall directly assume the Contracts entered into by the Development Manager on behalf of the Owner provided that such Contracts have been entered into in accordance with the terms and provisions of this Agreement and the Owner shall indemnify and save the Development Manager harmless against any liability by reason of anything done or required to be done under any such Contract after the effective date of termination of this Agreement, provided that if any Contract covers any - 24 - Tor#: 9724162.15 improvement in addition to the Development, then the Owner shall have the option to elect either to terminate any such Contract or to retain it provided that the third party to such Contract acknowledges that it relates only to the Development and any fees and expenses provided for therein are appropriately adjusted on a prorated basis; and (c) the Owner shall pay for and indemnify and save the Development Manager harmless against the costs of all services, materials and supplies if any, which may have been contracted for by the Development Manager in accordance with this Agreement in connection with or pursuant to its obligations under this Agreement. 5.7 Delivery of Records to Owner If this Agreement is terminated, the Development Manager shall, notwithstanding such termination, forthwith upon termination from time to time thereafter deliver to the Owner all records and documents, including, without limitation, the following: (a) development plans; (b) project budgets; (c) all Contracts; (d) all operating records; (e) books of account; and (f) all ancillary documents maintained with respect to the Development (whether on or off-site), which are in the possession or control of the Development Manager, provided that the Development Manager may elect to retain copies of such records, books of account and documents and notwithstanding such termination or expiry the Owner shall thereafter and from time to time for a reasonable period of time produce at their offices the originals of such items whenever the Development Manager reasonably requires them for its purposes in connection with its obligations under this Agreement or for the purpose of dealings with any Authority or any legal proceeding involving the Development Manager. The Development Manager shall keep all such information confidential unless required to disclose by law or in connection with any legal proceeding involving the Development Manager. 5.8 Limits of Liability (a) Notwithstanding anything in this Agreement to the contrary, Development Manager’s liability for damages (whether a claim therefore is based on warranty, contract, tort (including negligence or strict liability), statute or otherwise) and claims arising in relation to any performance or non-performance of services under this Agreement (including without limitation reasonable legal fees and expenses) - 25 - Tor#: 9724162.15 shall in no event exceed an aggregate amount equal to the Development Fee, provided, however, that the foregoing limitation on Development Manager’s liability shall not be applicable to any claim resulting from and to the extent of the gross negligence, fraud or willful misconduct of the Development Manager or any liability unable to be excluded by law. In no event shall the Owner make any claim against the Development Manager’s partners or affiliates, or their shareholders, officers, directors or employees, on account of any act or omission of the Development Manager or any of the foregoing. The Owner may assert claims only against the Development Manager (or its assignees) and under no circumstances shall any partner or affiliate of the Development Manager or any shareholder, officer, director, employee or agent of the Development Manager, be personally liable for any of the obligations, acts or omissions of the Development Manager under this Agreement. All permitted assignees of the Development Manager’s rights under this Agreement shall have the benefit of this Section 5.8(a) and this Section 5.8(a) shall survive the expiration or termination of this Agreement; and (b) in no event shall the Development Manager make any claim against the shareholders, officers, directors and employees of the Owner on account of any act or omission of the Owner and neither party shall be liable to the other for any consequential or indirect loss, injury or damage of any nature whatsoever including, without limitation, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down time cost, service interruption, or cost of money. 5.9 Rights on Termination Any termination of this Agreement shall terminate all rights and obligations under this Agreement from and after the date of such termination except rights and obligations with respect to matters to be performed to such date and all legal remedies available at such date for any breach of this Agreement. In addition, Sections 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 shall survive any termination of this Agreement and shall remain in full force and effect thereafter. ARTICLE 6 UNAVOIDABLE DELAY 6.1 Unavoidable Delay Whenever in this Agreement it is provided that anything is to be done or performed and the doing or performance thereof is impossible or delayed due to Unavoidable Delay, neither the Owner nor the Development Manager shall be regarded as being in default in the performance of any obligation hereunder during the period of any Unavoidable Delay relating thereto and each of them shall notify the other in writing of the commencement, duration and consequences (so far as the same is within the knowledge of the party in question) of any Unavoidable Delay affecting the performance of any of its obligations hereunder and shall use all commercially reasonable efforts to minimize the effect of the same. In the event of such Unavoidable Delay or non-performance by either party, then such obligated party, so long as any such impediment exists, shall be relieved from its duties in respect thereto and the other party shall not be entitled to compensation for any - 26 - Tor#: 9724162.15 damages, inconveniences, nuisance or discomfort thereby occasioned or be entitled to terminate this Agreement as a result thereof. ARTICLE 7 NOTICES 7.1 Notices Any notice, demand, approval, consent, information, agreement, offer, payment, request, response, delivery or other communication (hereinafter referred to as a “Notice”) to be given under or in connection with this Agreement shall be in writing and shall be given by personal delivery, courier or by fax which results in a written or printed notice being given, addressed or by email or sent as set out below or to such other address or electronic number as may from time to time be the subject of a Notice (provided that no Notice pursuant to Sections 5.2 or 5.3 shall be delivered by email only): (a) in the case of the Development Manager: twopointO partners inc. 161 Bay Street, 27th Floor Toronto, Ontario M5J 2S1 Attention: George Buckles Email: gbuckles@twopointo.org (b) in the case of the Owner: The Corporation of the City of Pickering One The Esplanade Pickering, Ontario L1V 6K7 Attention: City Administrative Officer Email: mcarpino@pickering.ca With a copy to: The Corporation of the City of Pickering One The Esplanade Pickering, Ontario L1V 6K7 Attention: Director, Corporate Services & City Solicitor Email: pbigioni@pickering.ca Any Notice, if delivered personally or by courier, shall be deemed to have been validly and effectively given and received on the date of delivery and if sent by telecopier or other electronic communication, shall be deemed to have been validly and effectively given and received on the Business Day next following the day it was received. Any Notice given by any party under or in connection with this Agreement, if addressed to less than all of the parties to this Agreement, shall - 27 - Tor#: 9724162.15 also be concurrently copied and given to the parties to this Agreement to whom the Notice is not addressed. Any party may at any time and from time to time, change its address for delivery for the purposes of this section by giving at least seven (7) days’ Notice to the other parties. ARTICLE 8 ASSIGNMENTS 8.1 Assignment by Development Manager The Development Manager shall not assign this Agreement without the prior consent of the Owner, which consent may be withheld in the sole and unfettered discretion of the Owner. 8.2 Assignment by Owner The Owner shall have the right to assign its interest in this Agreement so long as, and only if such assignment is made pursuant to a sale of the Owner’s interest in the Property to the assignee, the assignee enters into an agreement with the remaining parties hereto whereby the assignee shall be bound by and entitled to the benefit of this Agreement and the assigning party shall thereupon be released and discharged of obligations and liabilities under this Agreement which were to be performed and satisfied from and after the effective date of such assignment. ARTICLE 9 GENERAL 9.1 Gender and Number Words importing the singular include the plural and vice versa. Words importing gender include all genders. 9.2 Captions, Table of Contents and Legislation The captions and table of contents contained herein are for reference only and in no way affect this Agreement or its interpretation. Any reference in this Agreement to any act or statute or any section thereof shall be deemed to be a reference to such act or statute, or section thereof as amended or re-enacted from time to time. 9.3 Obligations as Covenants Each obligation of a party hereto in this Agreement, even though not expressed as a covenant, is considered for all purposes to be a covenant. 9.4 Applicable Law This Agreement shall be construed and enforced in accordance with the laws of the province in which the Property is situated and the laws of Canada applicable therein. - 28 - Tor#: 9724162.15 9.5 Invalidity If any covenant, obligation or agreement or part thereof or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such covenant, obligation or agreement or part thereof to any person 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. 9.6 Amendment of Agreement No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party hereto to be bound thereby. 9.7 Successors and Assigns All of the provisions of this Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and the successors and assigns of any party hereto only to the extent that they are permitted successors and assigns pursuant to this Agreement. 9.8 Accounting Principles Except as specifically provided otherwise in this Agreement, all calculations referred to in this Agreement shall be made in accordance with generally accepted accounting principles and practices applicable to the public real estate industry in Canada and applied on a consistent basis. 9.9 HST The parties acknowledge that all fees and other amounts payable under this Agreement are taxable supplies under the Excise Tax Act (Canada) and shall bear HST as applicable in the province in which the Property is situated and each party to this Agreement covenants to remit to the party making the supply any HST, as applicable, owing on such supply when the consideration for such supply is paid. In particular and without limiting the foregoing, all fees payable under this Agreement shall bear HST, as applicable, and such HST, as applicable, shall be payable at the time such fees are payable. 9.10 Schedules The Schedules attached hereto form part of this Agreement. 9.11 Time Except as specifically provided otherwise in this Agreement, time shall be of the essence of this Agreement. When any period of time provided for herein expires on a day other than a Business Day, such period of time shall automatically be extended to the next following Business Day and, when any action or requirement provided for herein is to occur on a day other than a Business Day, - 29 - Tor#: 9724162.15 the time for such action or requirement shall automatically be extended to the next following Business Day. 9.12 Non-Waiver No consent to or waiver of any breach or Event of Default by any party hereto in the performance of its obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such party hereto of the same or any other obligations of such party hereto hereunder. Failure on the part of any party hereto to complain of any act or failure to act of any other party hereto or to declare any other party hereto in breach or default, irrespective of how long such failure continues, shall not constitute a waiver by such party hereto of its rights hereunder. 9.13 Rights of Parties Independent The rights available to each party hereto under this Agreement and at law shall be deemed to be several and not dependent on each other and each such right shall be accordingly construed as complete in itself and not by reference to any other such right. Any one or more and/or any combination of such rights may be exercised by a party hereto from time to time and no such exercise shall exhaust the rights or preclude such party hereto from exercising any one or more of such rights or combination thereof from time to time thereafter or simultaneously. 9.14 Status Reports Each party hereto agrees, upon the reasonable request of any other party hereto, made from time to time, to furnish promptly a written statement on the status of any matter pertaining to the requesting party hereto to the best of the knowledge and belief of such other party hereto at the cost of the requesting party hereto. 9.15 No Representations Except as specifically set forth herein, the parties agree that there are no representations and warranties by any of them with respect to this Agreement. 9.16 Further Assurances Each of the parties hereto shall, from time to time and upon every reasonable written request of any other party hereto, give, execute and deliver all such further assurances as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. 9.17 Rights of Examination by the Owner Upon a written request of the Owner, the Development Manager will, at the expense of the Owner, at any and all times during normal business hours and on reasonable written notice, permit the Owner or its agents and representatives to examine all books of account, reports and other records of the Development Manager relating to the services performed for the Owner by the Development Manager under this Agreement, to make copies thereof or extracts therefrom or to have the same audited by an auditor appointed by, and at the expense of, the Owner. - 30 - Tor#: 9724162.15 9.18 Entire Agreement This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, whether oral or written, of the parties hereto with respect thereto. 9.19 Canadian Dollars All monetary references in this Agreement are to Canadian dollars. 9.20 Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 9.21 Language The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement. [Remainder of page intentionally left blank. Signature page follows] - 31 - Tor#: 9724162.15 IN WITNESS WHEREOF the parties hereto have duly executed this Agreement effective as of the date hereof. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation twopointO partners inc. Per: Name: George Buckles Title: Principal Per: Name: Thelma Sakamoto Title: Principal We have the authority to bind the Corporation SCHEDULE A DESCRIPTION OF THE LANDS AND PREMISES A new 3 level municipal library comprising approximately 45,000 SF located on a strata title parcel to be created in the area approximately outlined in yellow. Pickering City Centre Pickering, Ontario Library 10/8/2019 CONSTRUCTION Loading 493,548 179,704 673,252 Building (New: Substructure ‐ Foundation / Parking) 0 0 0 Building (New: Superstructure ‐ Core / Shell) + Fitout 17,203,0367,281,25624,484,292 Onsite Improvements/Infrastructure 0 0 0 FFE 1,600,000 50,000 1,650,000 Construction Cost Sub Total 19,296,584 7,510,960 26,807,544 CONSTRUCTION ‐ ANCILLARY Insurance 0 0 0 Bonding 0 0 0 Service Connections 109,950 40,050 150,000 Testing & Inspections ‐ Hazmat 0 0 0 Testing & Inspections ‐ Civil/Sitework 0 0 0 Construction Ancillary Cost Sub Total 109,950 40,050 150,000 CONTINGENCY Hard Cost Contingency 1,929,658 751,096 2,680,754 TOTAL HARD COSTS Total Hard Costs 21,336,192 8,302,106 29,638,299 DESIGN CONSULTANTS Architecture and Interior Design 1,305,491 507,979 1,813,470 Mechanical Engineer 83,291 32,409 115,700 Electrical Engineer 73,428 28,572 102,000 IT/Communications 11,518 4,482 16,000 Security 11,518 4,482 16,000 Audio Visual 10,798 4,202 15,000 Lighting 14,398 5,602 20,000 Structural 190,770 74,230 265,000 Wind/Noise/Vibration 2,376 924 3,300 Code/Fire/Life Safety 7,343 2,857 10,200 Theatre Design 0 0 0 Building Envelope 29,515 11,485 41,000 Acoustics 17,637 6,863 24,500 Landscape 0 0 0 Vertical Transportation 1,728 672 2,400 Library Planning 38,392 14,938 53,330 Testing and Inspection 18,325 6,675 25,000 Surveying 54,975 20,025 75,000 Specifications Writer 18,717 7,283 26,000 Other Consultants 92,556 36,014 128,570 Disbursements 94,511 36,684 131,195 Design Contingency 297,144 110,722 407,866 Design and Consultants Cost Sub Total 2,374,431 917,100 3,291,531 LEGAL & ADMINISTRATIVE Development Management Fee 1,070,606 416,186 1,486,792 Legal 36,650 13,350 50,000 Insurance 18,325 6,675 25,000 twopointO Disbursements 10,995 4,005 15,000 Capitalized Vacant Land Tax 0 0 0 Legal & Administrative Cost Sub Total 1,136,576 440,216 1,576,792 MARKETING & LEASING Marketing 25,655 9,345 35,000 Commissions‐ Manager 0 0 0 Commissions ‐ Listing Brokers 0 0 0 Tenant Allowances (Retail/Institutional) 0 0 0 Marketing & Leasing Cost Sub Total 25,655 9,345 35,000 HOLDBACK Holdback (10%)(1,929,658) (751,096) (2,680,754) Holdback Release 1,929,658 751,096 2,680,754 GROSS PROJECT BUDGET (Before Taxes) 24,872,855 9,668,767 34,541,622 Item Roof Patio and City FacilitiesLibrary Building Library Library Total SCHEDULE B PRO-FORMA BUDGET SCHEDULE C DEVELOPMENT PLANS The Development will consist of the following principal elements as generally shown on plans attached hereto. PICKERING CITY HALLPICKERING RECREATION COMPLEXTHE ESPLANADE NORTHTHE ESPLANADE SOUTHTHE ESPLANADE PARKPERFORMING ARTS CENTREBLOCK 2BLOCK 3BLOCK 7BLOCK 1Y/S CENTREBLOCK 4BLOCK 8CAPREIT LANDSGLENAN N A R O A D VALLEY FARM ROADNEW PUBLIC PLAZAPICKERING TOWN CENTRESHOPPING MALLLIBRARYBLOCK 5SOUTH BLOCKText SCHEDULE DDESCRIPTION OF THE PTC LANDS Execution Version Tor#: 9724162.15 THE CORPORATION OF THE CITY OF PICKERING (the “Owner”) -and - Cushman & Wakefield Asset Services ULC (the “Development Manager”) PICKERING CITY CENTRE SENIORS & YOUTH CENTRE AND BRIDGE LINK DEVELOPMENT MANAGEMENT AGREEMENT Attachment 3 to Report LEG 06-20 Tor#: 9724162.15 TABLE OF CONTENTS Article 1 DEFINITIONS ...............................................................................................................1 1.1 Definitions................................................................................................................1 Article 2 APPOINTMENT AND SERVICES .............................................................................6 2.1 Appointment ............................................................................................................6 2.2 Development Manager’s Representations and Warranties ......................................6 2.3 Standard of Performance..........................................................................................7 2.4 Independent Contractor ............................................................................................7 2.5 Confidentiality .........................................................................................................7 2.6 Obligations and Services of the Development Manager ..........................................7 2.7 Staff ........................................................................................................................13 2.8 Ownership of Plans ................................................................................................13 2.9 Inspection ...............................................................................................................14 2.10 Safety Measures .....................................................................................................14 2.11 Discharge Liens .....................................................................................................14 2.12 Insurance ................................................................................................................14 2.13 Development Fee ...................................................................................................15 2.14 Leasing Fees...........................................................................................................16 2.15 Payment of Development Fee and Reimbursable Expenses ..................................16 2.16 Payment of Development Costs .............................................................................17 2.17 [Intentionally Deleted] ...........................................................................................18 2.18 Reimbursement of Expenses ..................................................................................18 2.19 No Other Fees ........................................................................................................18 2.20 Information ............................................................................................................19 2.21 Compliance with Applicable Laws ........................................................................19 2.22 Maintenance of Records ........................................................................................19 Article 3 AUTHORITY ...............................................................................................................19 3.1 Authority ................................................................................................................19 Article 4 OBLIGATIONS OF THE OWNER ...........................................................................20 4.1 Obligations of the Owner .......................................................................................20 Article 5 TERM ............................................................................................................................20 5.1 Term .......................................................................................................................20 5.2 Termination by Owner ...........................................................................................20 5.3 Default by Owner ...................................................................................................21 5.4 Indemnity by Owner ..............................................................................................22 5.5 Indemnity by Development Manager ....................................................................22 5.6 Duties Flowing from Termination .........................................................................23 5.7 Delivery of Records to Owner ...............................................................................24 5.8 Limits of Liability ..................................................................................................24 5.9 Rights on Termination ...........................................................................................25 Article 6 UNAVOIDABLE DELAY ...........................................................................................25 - ii - Tor#: 9724162.15 6.1 Unavoidable Delay.................................................................................................25 Article 7 NOTICES ......................................................................................................................25 7.1 Notices ...................................................................................................................25 Article 8 ASSIGNMENTS ...........................................................................................................27 8.1 Assignment by Development Manager ..................................................................27 8.2 Assignment by Owner............................................................................................27 Article 9 GENERAL ....................................................................................................................27 9.1 Gender and Number ...............................................................................................27 9.2 Captions, Table of Contents and Legislation .........................................................27 9.3 Obligations as Covenants .......................................................................................27 9.4 Applicable Law ......................................................................................................27 9.5 Invalidity ................................................................................................................28 9.6 Amendment of Agreement .....................................................................................28 9.7 Successors and Assigns ..........................................................................................28 9.8 Accounting Principles ............................................................................................28 9.9 HST ........................................................................................................................28 9.10 Schedules ...............................................................................................................28 9.11 Time .......................................................................................................................28 9.12 Non-Waiver ............................................................................................................29 9.13 Rights of Parties Independent ................................................................................29 9.14 Status Reports ........................................................................................................29 9.15 No Representations ................................................................................................29 9.16 Further Assurances.................................................................................................29 9.17 Rights of Examination by the Owner.....................................................................29 9.18 Entire Agreement ...................................................................................................30 9.19 Canadian Dollars ....................................................................................................30 9.20 Counterparts ...........................................................................................................30 9.21 Language ................................................................................................................30 Schedule A Description of the Lands and Premises .................................................................32 Schedule B Pro-Forma Budget ...................................................................................................33 Schedule C Development Plans...................................................................................................34 Schedule D Description of the PTC Lands ................................................................................35 Tor#: 9724162.15 THIS DEVELOPMENT MANAGEMENT AGREEMENT made as of the ◼ day of ◼, 2020. BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (the “Owner”) - and - Cushman & Wakefield Asset Services ULC (the “Development Manager”) RECITALS: A. The Owner is the Owner of the Property. B. The Owner and the Development Manager have agreed to enter into this Agreement to confirm the Development Manager as the development manager for the Development on the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and the sum of $10.00 paid by each party to the other party and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each party), the parties covenant and agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions In this Agreement unless there is something in the subject matter or context inconsistent therewith, the following words shall have the respective meanings set forth in this Section 1.1: “Agreement” means this Development Management Agreement, as amended, supplemented and restated from time to time. “Applicable Laws” means all statutes, laws, by-laws, regulations, ordinances and orders of Authorities. “Architect” means architectsAlliance – a partnership of corporations by its partners (including the sub-consultants and engineers retained by the Architect), or such other architect or firm of architects as may be retained by the Development Manager on behalf of the Owner in respect of the Development, from time to time. “Authorities” means the federal, provincial, and municipal governments, the courts, administrative and quasi-judicial boards and tribunals and any other organizations or - 2 - Tor#: 9724162.15 entities with the lawful authority to regulate, or having a power or right conferred at law or by or under a statute over, the Owner, the Development Manager, the Improvements or the Lands, including the businesses carried on therein. “Business Day” means a day which is neither a Saturday, Sunday nor a day observed as a holiday under the laws of the Province in which the Property is located or the federal laws of Canada; and “Business Days” means more than one Business Day. “Construction Cost Oversight Consultant” means Independent Project Managers together with CB Ross Partners Cost Consultants, or such other cost consultants or project manager(s) as may be retained by the Owner to provide cost oversight services in respect of the Development, from time to time. “Consultants” means the Architect and such other architects, engineers, lawyers or other consultants (including such sub-consultants as are retained by any Consultant) as the Development Manager, subject to the approval of the Owner, may appoint from time to time on behalf of the Owner to supervise the servicing, development and construction of the Development; and “Consultant” means any one of the Consultants. “Contractor” means the construction firm engaged by the Owner to act as general contractor in respect of the Development. “Contracts” means all contracts either entered into or administered by the Development Manager in respect of the Development. “Development” means the intended development of the Improvements including but not limited to the development and construction of a new Seniors & Youth Centre and bridge link and related rectifications, reconfiguration and completion of the common areas of the Improvements in accordance with the Development Plans. “Development Costs” means the total of all Hard Costs and Soft Costs. “Development Fee” means the fee for the Development Manager’s services provided for in Section 2.13. “Development Period” means the period commencing on August 1, 2019 and ending on the later of: (a) the date on which the Development is Totally Completed; and (b) the expiry of one year after the date of Substantial Completion of the Development; provided that, solely for the purposes of Section 2.6(ff), the Development Period shall continue until the date that is two years after the date of Substantial Completion of the Development. “Development Plans” means the conceptual plans prepared by the Architect and renderings of the Development collectively attached hereto as Schedule C, as may be amended, supplemented or otherwise changed from time to time with the approval of the Owner. “Emergency” means a condition or circumstance occurring in or about the Property which if not remedied immediately would result, with reasonable certainty, in: (i) material - 3 - Tor#: 9724162.15 damage to the Property or material damage to other property; (ii) serious physical injury or death; or (iii) criminal or civil liability on the part of the Owner. “Event of Default” means, in the case of the Development Manager: (a) the negligence or wilful misconduct of the Development Manager to perform its duties and discharge its obligations under this Agreement; (b) the persistent and/or material failure of the Development Manager, other than a failure which is as a result of either negligence or wilful misconduct of the Development Manager, to perform its duties and discharge its obligations under this Agreement; or (c) any fraudulent act of the Development Manager in respect of the Development or this Agreement or any material and deliberate misrepresentation by such Development Manager to the Owner. “Event of Insolvency” means the occurrence of any one or more of the following events: (a) if the Development Manager, other than in connection with a bona fide corporate reorganization shall: (i) be wound-up, dissolved or liquidated, or become subject to the provisions of the Winding-up and Restructuring Act (Canada) or any successor legislation thereto or have its existence terminated or have any resolution passed therefor; (ii) make a general assignment for the benefit of its creditors or a proposal or file a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) or any successor legislation thereto; or (iii) apply for protection or propose a compromise or arrangement under the Companies’ Creditors Arrangement Act (Canada) or any successor legislation thereto or shall file any petition, application or answer seeking any re-organization, arrangement, composition, re-adjustment, liquidation, dissolution or similar relief for itself under any present or future law relating to bankruptcy, insolvency, or other relief for debtors or for the benefit of creditors; (b) if a court of competent jurisdiction enters an order, judgment or decree approving a petition or application filed against the Development Manager seeking any reorganization, arrangement, liquidation, dissolution, winding-up, termination of existence, declaration of bankruptcy or insolvency or similar relief under any present or future law relating to bankruptcy, insolvency or other relief for or against debtors generally, and such order, judgment or decree remains unvacated or unstayed for an aggregate of 60 days from the date of entry thereof; or if any trustee in bankruptcy, receiver, receiver and manager, liquidator or any other officer with similar powers is appointed for the Development Manager or of all or any - 4 - Tor#: 9724162.15 substantial part of its property with the consent or acquiescence of the Development Manager and such appointment remains unvacated or unstayed for an aggregate of 60 days; and (c) if a writ of execution or attachment or similar process is issued or levied against all the property or substantially all of the property of the Development Manager in connection with any judgment against the Development Manager and is not discharged or vacated within 60 days after it is so issued or levied. “Final Budget Approval Date” means the date on which a resolution is duly passed by Pickering City Council approving the final Pro-Forma Budget for the Development following completion of the design and contracting phase of the Development. “Hard Costs” means the total amount of all costs, fees, charges and expenses incurred for construction of the Development, excluding all furniture, fixtures and equipment purchased directly by the Owner and not included in the Pro-Forma Budget, but including, without limitation all expenses incurred in the actual construction of the Development including moneys paid for labour, materials and services in connection with such construction and all payments to and for the account of any contractors or suppliers engaged in the work with respect to the Development prior to and after the date of this Agreement. “HST” means the tax imposed under Part IX of the Excise Tax Act, as amended or re- enacted from time to time, provided that in the event that any similar tax is introduced by any province that has jurisdiction, all references to “HST” shall apply, mutatis mutandis, with respect to such tax and its payment. “Improvements” means a new Seniors & Youth Centre and bridge link and related facilities, any office areas and delivery facilities constructed or to be constructed on the Lands together with all connections, if any, to adjacent buildings, constructed as appurtenances to such buildings. “Lands” means the lands and premises described in Schedule A. “Pro-Forma Budget” means: (a) prior to the Final Budget Approval Date, the indicative pro-forma budget for the Development attached hereto as Schedule B that is consistent with the estimated cost of the Development presented by the Director, Finance & Treasurer under Report Number FIN 02-20 to Pickering City Council on February 24, 2020, which is subject to approval by Pickering City Council, which the parties acknowledge is preliminary in nature and shall be updated by agreement between the parties from time to time as the design and contracting phase of the Development progresses; and (b) from and after the Final Budget Approval Date, the final pro-forma budget for the Development as approved by Pickering City Council following completion of the design and contracting phase of the Development, as the same may be updated by agreement between the parties from time to time in accordance with this Agreement. “Property” means, collectively, the Lands and the Improvements. “PTC Lands” means the lands and premises outlined in red on Schedule D. - 5 - Tor#: 9724162.15 “PTC Ownership” means OPB Realty Inc. (the registered owner of the PTC Lands) and its asset manager, Investment Management Corporation of Ontario (IMCO). “Reimbursable Expenses” has the meaning set forth in Section 2.18. “Soft Costs” means any cost, disbursement or expense referable to construction of the Development which is not a Hard Cost but relates to the Development and includes without limitation: (i) fees and expenses incurred for architectural, engineering, land surveying, legal and other professional or consulting services in connection with the planning, development, servicing and construction of the Development; (ii) the cost of permits for construction of the Development and all levies, charges, taxes, assessments and levies made by any Authorities in respect of the Development and all expenses incurred otherwise relating to such construction, including those for insurance, necessary surety and other performance bonds, and other incidental expenses; and (iii) the cost of all agreements and materials obtained in connection with the Development. “Substantial Completion” wherever used herein shall have the same meaning as “substantial completion” or “substantial performance” in the applicable construction lien legislation in force in the province in which the Property is situated and “substantially completed” wherever used herein shall have the corresponding meaning. “Termination Fee” means an amount to be agreed upon between the Owner and the Development Manager, each acting reasonably and in good faith, which shall be calculated based on the cost of all obligations and services provided by the Development Manager pursuant to this Agreement calculated to the date of termination (recognizing that a disproportionate share of the Development Manager’s expertise and work is completed during the design and construction document phase of the Development), without duplication of any Development Fee previously paid by the Owner. “Totally Completed” or “Total Completion” means total completion of the Development as certified by the Consultant, including the completion of all construction deficiencies for the Development. “Unavoidable Delay” means any prevention, delay, stoppage or interruption in the performance of any obligation of a party hereto due to a strike, lockout, slow down, labour dispute, act of God, pandemic, inability to obtain or supply any service, equipment, utility, labour or materials, laws, statutes, ordinances, rules, regulations or orders of Authorities (including, but not limited to, federal, provincial or municipal states of emergency), inability to obtain or delay in receiving any required permit, zoning variance or other governmental or quasi-governmental approvals, enemy or hostile action, civil commotion, war or other casualty, default by the other party or any condition or cause beyond the reasonable control of the party obligated to perform, but shall not include any inability by - 6 - Tor#: 9724162.15 the party to perform because of lack of its own funds where such funds are required to permit it to perform the obligation in question. “Written Order” has the meaning set forth in Section 2.16. ARTICLE 2 APPOINTMENT AND SERVICES 2.1 Appointment The Owner hereby appoints and retains the Development Manager on an exclusive basis to provide all services and obligations set out in this Agreement in connection with the Development on the terms and conditions and for the remuneration provided for in this Agreement. The Development Manager shall administer and manage completion of the Development on behalf of the Owner. The Development Manager hereby accepts such appointment on the terms and conditions set out in this Agreement and agrees that it shall perform such services and carry out such obligations hereunder in a proper, competent, honest, diligent and efficient manner and in keeping with the standard of care, prudence, expertise and diligence that would be expected of an experienced development manager of comparable large commercial real estate projects and in accordance with the standard of performance set out in Section 2.3. The Owner acknowledges and agrees that, except for Reimbursable Expenses provided for in Section 2.18 or as otherwise expressly set out in this Agreement, the Development Manager shall not, at any time, be required to use its own funds to pay any costs or expenses relating to the Development. The parties acknowledge that, prior to the date of this Agreement, the Development Manager has submitted to the Owner, and the Owner has reviewed and approved, various invoices for reimbursement of certain Reimbursable Expenses and for a certain portion of the Development Fee payable to the Development Manager for work performed prior to the date of this Agreement, all of which will be paid by the Owner to the Development Manager promptly following the date of this Agreement. The parties further acknowledge that the Development is currently on pause until at least September 2020 by resolution of Pickering City Council and that further resolutions (the “Restart Resolutions”) are required in order: (i) for the Development Manager to re- commence its work hereunder; and (ii) to approve the indicative Pro-Forma Budget attached as Schedule B hereto. Consequently, the parties agree that the Development Manager shall not, unless directed to do so in writing by the Owner, carry out any further work under this Agreement until the Restart Resolution authorizing the re-commencement of the Development is duly passed by Pickering City Council. 2.2 Development Manager’s Representations and Warranties The Development Manager hereby represents and warrants to the Owner that it has the requisite knowledge, skills and experience (including, without limitation, the knowledge and the experience to advise the Owner when Consultants need to be retained with specialized knowledge, skills and experience) to perform the services and functions provided for in this Agreement to the standards provided for in Section 2.3, provided the Owner acknowledges that the Development Manager does not provide legal services to the Owner pursuant to this Agreement. - 7 - Tor#: 9724162.15 2.3 Standard of Performance In carrying out its duties and obligations hereunder, the Development Manager will not be responsible for matters beyond its reasonable control (including, without limitation, delay in the completion of the Development, and/or increase in the cost to complete the Development) or for matters involving the expenditure of funds which are not made available by the Owner, and it is understood that the responsibility of the Development Manager in performing the services and functions mentioned shall be limited in each case to exercising in such performance the same degree of care, skill and supervision as would be exercised by an experienced development manager of large commercial real estate projects. During the entire Development Period, the Development Manager shall commit and dedicate to and for the Development the members of its staff (including, without limitation, contract personnel) as required to maintain the standard of performance provided for in this Section 2.3. In performing its obligations and services pursuant to the terms of this Agreement, the Development Manager shall comply with the terms of the Contracts as they relate to the Development. In making any interpretations, decisions or findings, the Development Manager will act in the best interests of the Owner and not show partiality to the PTC Ownership, the Contractor, the Architect or any trade contractors or other counterparties to such Contracts. 2.4 Independent Contractor The parties acknowledge that the Development Manager shall undertake its duties hereunder as an independent contractor and not as agent or in any other way representative of the Owner except as herein expressly provided. It is further acknowledged that nothing in this Agreement nor in any acts of the parties hereto shall be deemed to create a partnership relationship among any of the Development Manager and the Owner. 2.5 Confidentiality The information received by the Development Manager, as a result of or pursuant to this Agreement, shall not be disclosed by the Development Manager to any person other than as a necessary part of discharging its duties or enforcing its rights hereunder or used either to the detriment of the Development or for the benefit of a competitive project, except with the written consent of the Owner or unless required by law to be disclosed in connection with legal proceedings. 2.6 Obligations and Services of the Development Manager The Development Manager shall, in a skilful and expeditious manner and in accordance with any agreements made by the Owner relating to the Development and of which the Development Manager has knowledge: (a) with the direction and instruction of the Owner, formulate, present and finalize development concepts for the Development and the Pro-Forma Budget; - 8 - Tor#: 9724162.15 (b) apply on behalf of the Owner in the name of the Owner, as agent for the Owner and without personal liability, to Authorities for, and obtain, and supervise the Consultants and trade and supply contractors in connection with the acquisition of, all land use classification amendments, applications, licences, permits and approvals necessary or required for the Development (including demolition, excavation, site plan and building permits and their related agreements); (c) select, and propose to and obtain approval of the Owner for, contractors, Consultants, suppliers and others for the Development; and co-ordinate, direct and supervise their work, scrutinize and settle their accounts and supervise and use its commercially reasonable efforts to ensure their performance; (d) review contractor’s notices and requests for contractor’s contingency expenditures and to obtain the prior written approval of the Owner to authorize any such expenditures where the anticipated cost provided for in the contractor’s contract exceeds $25,000.00, whether as a credit or an expense, and to authorize, on behalf of the Owner, contingency expenditures which have been approved by the Owner or which are not required to be approved by the Owner but which, based on the experience of the Development Manager, are justifiable. For certainty, the provisions of this Section 2.6(d) shall apply to contractor’s contingency payments to the Owner’s general contractor in accordance with the terms and conditions of the construction contract between the Owner and such general contractor; (e) execute Contracts with contractors in the name of and on behalf of the Owner, without personal liability of the Development Manager under such Contracts, for work and/or services for the Owner and relating to the Development where the anticipated cost provided for in the contract does not exceed $25,000.00; (f) co-ordinate the layout, design and engineering for the Development including, without limitation, the preparation of all drawings and specifications, and obtain the approval by the Owner of any material changes thereto; (g) co-ordinate and direct to completion in accordance with the plans and specifications approved in writing by the Owner, the requirements of all project agreements and in accordance with Applicable Laws, the construction of the Development including, without limitation, demolition, if any, site preparation, time schedules and, subject to Section 2.12 of this Agreement, insurance coverage, except such policies of insurance or bonds as the Owner elects to negotiate for and procure on its own behalf and the Development Manager shall review and authorize on behalf of the Owner change orders with respect to the construction of the Development provided that the Development Manager shall obtain the prior written approval of the Owner for any change order where the anticipated cost of same exceeds $25,000.00; (h) co-ordinate, in conjunction with the Consultants, the preparation by the general contractor and distribution to the Owner of critical path schedules for the development of the Development and obtain from contractors and distribute to the - 9 - Tor#: 9724162.15 Owner critical path schedules for the construction of the Development, and periodic updates thereto as necessary to reflect any material changes to such schedules; (i) arrange for and monitor the conduct of all such things as are necessary to ensure compliance by the Owner with all terms and conditions of all Contracts entered into, assumed by or binding upon the Owner in connection with the Development of which the Development Manager has knowledge; (j) co-ordinate the planning and construction of tenant improvements, if any, in the Development; (k) co-ordinate and direct the moves of tenants, if any, into the Development and the opening of the Development to the public for business; (l) submit to the Owner monthly: (i) a cost and financial pro-forma analysis for the Development, in a format acceptable to the Owner, and a consolidated report showing projected capital costs and costs incurred to date and projected variances to the Pro- Forma Budget which the Owner shall approve or reject prior to the next monthly report; (ii) reports on construction, contractual and legal matters and any significant developments affecting or relating to the Development; (iii) an updated timetable for the development, construction and completion of the Development; and (iv) upon the request of the Owner, such other reports and information as the Owner may reasonably require; (m) provide to the Owner, on an ongoing basis, access to reports on: (i) change orders and change directives; (ii) project schedules (in accordance with subparagraph (w)); and (iii) cash allowances, and ensure all such reports are maintained in an accurate, prudent and responsible manner and are provided in a format which is readily and easily accessible to the Owner; (n) submit to the Owner all accounting and financial information and supporting documents for the Development as may be necessary or desirable for the purposes of preparing financial statements of the Owner in accordance with public sector accounting principles, and for such purposes, the Development Manager shall give - 10 - Tor#: 9724162.15 full cooperation and promptly provide to the Owner all such information it may reasonably request from time to time; (o) provide full accounting and bookkeeping services (but not audit services) for the Development including, without limitation, collection of accounts receivable and payment of accounts payable which are provided for in the Pro-Forma Budget, management of cash balances and investment and reinvestment of excess funds (which accounting and bookkeeping shall be subject to audit at the Owner’s expense whenever the Owner so requests in writing); (p) the Owner shall be responsible to prepare and file all HST returns pertaining to the Owner (as applicable in the province in which the Property is situated) relating to the Development and to remit with such returns any net tax (as determined in accordance with the Excise Tax Act, as amended or re-enacted from time to time) owing by the Owner on such returns. The Development Manager shall provide for the Owner such information as the Owner may reasonably require, and which is in the possession or reasonable control of the Development Manager, in order to permit the recovery of all tax rebates, where applicable, and to assist the Owner in complying with its obligations relating to income and excise taxes, including the calculation of HST; (q) manage the draw requests for the Development including but not limited to: (i) coordinate and send copies of all draw requests to the Owner; (ii) promptly respond to any queries on the draw requests from the Owner; (iii) coordinate construction or builders’ lien (as applicable in the province in which the Property is situated) searches and advise the Owner of any registered builders’ liens prior to release of any payment of the draw requests; (iv) in the event of any construction or builders’ liens (as applicable in the province in which the Property is situated) registered against the Property, not to release any payment of the draw requests until such release has been approved in writing by the Owner and is in accordance with the applicable construction lien legislation in force in the province in which the Property is situated (the “Act”); (v) through consultation with Consultants where, in the reasonable opinion of the Development Manager such consultation is appropriate, ensure that all payments of draw requests are in accordance with the obligations of the Owner under the Act including, without limitation, calculating all required holdback amounts and releasing such holdback amounts in accordance with the Act; and - 11 - Tor#: 9724162.15 (vi) review and deliver to the Owner for its approval and payment all invoices, payment and draw requests from the Contractor, the Development Manager and other contractors, suppliers and other third parties; (r) notify the Owner promptly after becoming aware of: (i) any material changes or developments affecting the Development including if it appears that the construction cost estimate may exceed the Pro-Forma Budget, and any other material changes to the Pro-Forma Budget, and make recommendations for corrective action; (ii) any material defects or deficiencies in any work that come to the attention of the Development Manager or as may be identified by the Architect, the Consultants or the Contractor, rectification of which cannot reasonably be anticipated to be completed within the Pro-Forma Budget or approved project schedule; (iii) any material error, omission or deficiency in approved plans and specifications that come to the attention of the Development Manager or as may be as identified by the Architect, the Consultants or the Contractor; (iv) the discovery of any toxic or hazardous substances or materials on, in or at the Property other than in accordance with Applicable Laws; and (v) any lien, legal action or insurance claim initiated by a third party against the Owner or the Contractor (to the extent that it could have any impact on the Owner) with respect to the Development; (s) with the prior written approval of the Owner, in the name and at the expense of the Owner, institute, prosecute and defend legal actions affecting the Development (including those involving builders’ liens) and to issue notices and participate in adjudications under the Act; (t) deliver to the Owner or its designees upon request, copies of all records, documents and materials in the possession or control of the Development Manager which relate to the Development as soon as practicable after the Development Period; (u) arrange for and coordinate regular meetings among the Owner, the Architect and, if necessary, the Consultants, and the Development Manager at such times and places as agreed between the Development Manager and the Owner, or as either may reasonably require, and ensure that minutes of all such meetings are taken and that copies thereof are provided to the Owner; (v) arrange for and coordinate periodic meetings among the Owner, the Development Manager, the required Consultants and PTC Ownership and their development managers and consultants to ensure a coordinated effort with respect to construction by the Owner and PTC Ownership of their respective improvements on the PTC Lands, and with a view to minimizing the potential for interference and delay in the - 12 - Tor#: 9724162.15 execution of each such parties respective works, and ensure that minutes of all such meetings are taken and that copies thereof are provided to the Owner; (w) direct the Contractor to prepare for the Owner’s review, in consultation with the Consultants and the Owner, a preliminary overall project schedule, including the determination of the anticipated date for Substantial Completion and occupancy of the Development, and cause the same to be reviewed and updated following completion of each of the design development phase, the construction documents phase and construction procurement phase, in each case with appropriate details; such project schedule shall take into consideration the sequence and timing of the required basic program decisions, including anticipated design time, approval period, preparation of documentation, bid calls and subsequent evaluations, trade contract awards, on-site construction activities, and the anticipated occupancy date for the Development; (x) provide regular monitoring of the project schedule as construction progresses; identify potential variances to planned completion dates; review the project schedule for work not started or incomplete; recommend to the Owner and, as necessary, the Contractor, adjustments in the project schedule to achieve Substantial Completion, and provide summary reports of each monitoring and document all changes in the project schedule; (y) make recommendations to the Owner regarding any equipment or materials which should be pre-ordered to meet the project schedule and Development objectives; (z) identify infrastructure needs for the Development and negotiate agreements for the provision thereof, the costs of which are to be borne by the Owner; (aa) provide such administration as may be necessary or as described in the relevant Contracts with trade and supply contractors including, without limitation: (i) ensuring that all performance security/bonding (if applicable) is provided in accordance with the terms of the relevant Contracts and Applicable Law, and act as the Owner’s representative in administering same; and (ii) review, negotiate and authorize on behalf of the Owner change orders and change directives, including written descriptions of proposed changes, (in consultation with the Architect when such changes relate to the specifications and drawings), provided that the Development Manager shall obtain the prior written approval of the Owner for any change order where the anticipated cost of same exceeds $25,000.00; (bb) co-ordinate and supervise to completion in accordance with the plans and specifications approved by the Owner, the requirements of all project agreements and in accordance with Applicable Laws, the construction of the Development including, without limitation, demolition, if any, site preparation, time schedules and, subject to Section 2.12, insurance coverage, except such policies of insurance or bonds as the Owner elects to negotiate for and procure on its own behalf; - 13 - Tor#: 9724162.15 (cc) provide the Owner with all documentation and information necessary for the purposes of any governmental filings (other than taxes) which is in the possession or reasonable control of the Development Manager; (dd) review and approve (for the subsequent approval and payment by the Owner) of all Development Costs to be paid to the Contractor, Consultants and other suppliers retained in connection with the Development. The Development Manager shall forthwith deliver to the Owner, all cash, cheques and other negotiable instruments received by the Development Manager pursuant to this Agreement. The Development Manager shall deal with such cash, cheques and negotiable instruments in accordance with sound cash management practices so that the Owner is adequately protected; (ee) provide oversight on the Owner’s behalf of the issuance by the Architect of all necessary certificates respecting Substantial Completion of the Development and distribute same or final certificates for payment as may be necessary to the Contractor; (ff) provide oversight and supervision in connection with any required post completion services and management of any warranty claims and rectifications up to two years after the date of Substantial Completion of the Development; and (gg) carry out such other duties as are normally carried out by a development manager of a development similar in size, nature, complexity and location to the Development. 2.7 Staff The Development Manager represents and warrants to, and agrees with, the Owner that it has, and throughout the term, at its own expense, shall employ and shall provide, the personnel and expertise to perform the obligations and services to be performed by it under this Agreement. Without limiting the generality of the foregoing, the Development Manager shall provide qualified staff to perform its obligations under this Agreement (including without limitation, all financial, accounting and reporting obligations) and shall be responsible, at its own expense, for the payment of the employment and related costs of such staff, including, without limitation, staff that oversees the Contractor and the Consultants, whether or not such staff work at the site or at the offices of the Development Manager. 2.8 Ownership of Plans The Development Manager acknowledges that, subject to the agreements between the Owner or the Development Manager (on behalf of the Owner, as agent for the Owner and without personal liability) and the Consultants, all plans and specifications and all copies thereof and all models with respect to the Development are the property of the Owner. The Development Manager shall not use the same with respect to any other work and the same shall be delivered to the Owner upon termination of this Agreement. The Owner acknowledges and confirms that the Development Manager may utilize photographs of the Development and the construction thereof for the purposes - 14 - Tor#: 9724162.15 of marketing and promotion of the services offered by the Development Manager to the public from time to time. 2.9 Inspection The Owner and its representatives shall at all times have access at their own risk to the Development during the construction of the Development and the Development Manager shall provide facilities for such access. 2.10 Safety Measures The Development Manager shall use commercially reasonable efforts to cause all the Contractor and all other contractors employed on the Development to be responsible for the safety of all workers and equipment on the Development in accordance with all Applicable Laws governing construction safety. 2.11 Discharge Liens The Development Manager, throughout the Development Period, shall use commercially reasonable efforts to ensure all contractors employed in respect of the Development will cause any and all construction liens, builders’ liens and other liens for labour, services or materials alleged to have been furnished to or to have been charged to or for the Owner, the Development Manager, any subcontractor or any of them or on their or its behalf in respect of the Development which may be registered against or otherwise affect the Lands to be discharged and/or vacated forthwith by all appropriate means, including payment of funds into court, if necessary. All legal expenses incurred in connection with checking title to the Property and vacating or discharging liens shall be for the Owner’s account. 2.12 Insurance The Development Manager: (a) shall at the request of the Owner collaborate with the Owner on (i) the establishment of insurance coverage and/or bonding requirements applicable to the general contractor and other contractors employed in respect of the Development; or (ii) the placement of such insurance policies in the name of Owner and at Owner’s expense, as the Owner considers necessary or desirable to protect the Owner, the Development Manager and their property and interests from liability, damage or loss in respect of the Development, including builders’ all risk insurance, commercial general liability insurance, wrap-up liability insurance, property insurance, automobile liability insurance, umbrella liability insurance and worker’s compensation insurance, with such limits as reasonably determined by Owner having regard to the size, scope and cost of the Development. The Development Manager shall not be responsible for the adequacy of the insurance contracts or the coverage thereunder, settling the insurance contracts administering monitoring or renewing existing insurance coverage, provided however, the Development Manager shall be responsible (in collaboration with and subject to direction and instructions from the Owner and its insurance advisors) for responding to enquiries, - 15 - Tor#: 9724162.15 filing claims and liaising with insurance adjusters. All policies of insurance referred to in this Section 2.12(a) shall maintained by the Owner or the general contractor until Total Completion of the Development, will be primary (vis-a-vis any insurance carried by the Development Manager), provide the Development Manager with at least thirty (30) days advance written notice of cancellation, non- renewal or reduction in coverage and shall include the Development Manager as an additional insured and/or loss payee (as applicable) and shall contain a waiver of subrogation as against the Development Manager. Upon request, the Owner shall provide the Development Manager with certificate(s) of insurance outlining evidence of the Owner’s or general contractors insurance (as the case may be) and the terms thereof; and (b) commencing not later than the date of the execution of this Agreement, at the Development Manager’s sole cost and expense, shall place and maintain during the Development Period: (i) professional liability insurance for all claims arising out of errors or omissions of the Development Manager in the performance of its obligations pursuant to this Agreement with an inclusive limit of $5,000,000.00 on an aggregate basis but not on a project specific basis; and (ii) commercial general liability insurance for bodily injury (including death) and property damage with an inclusive limit of $5,000,000.00 on an aggregate basis, but not on a project specific basis; such coverage shall add the Owner as additional insured and/or loss payee (as applicable); and (iii) crime coverage insurance in an amount of $2,000,000.00, on an aggregate basis. Each of the policies of insurance referred to in Section 2.12(b) shall not be modified materially nor cancelled on less than thirty (30) days written notice to the Owner and shall otherwise be on terms and conditions acceptable to the Owner, acting reasonably. The Development Manager shall provide the Owner certified certificates of such insurance from time to time at the request of t he Owner. 2.13 Development Fee The Owner shall pay to the Development Manager for its services under this Agreement, the Development Fee in an amount equal to four percent (4.0%) of the Hard Costs and Soft Costs, calculated without duplication and in accordance with the provisions of Section 2.15 of this Agreement. Notwithstanding anything contained herein to the contrary, for the purpose of calculating the Development Fee, there shall be excluded from Hard Costs and Soft Costs the following: (a) all land costs, including land lease payments; - 16 - Tor#: 9724162.15 (b) all amounts, fees and expenses reimbursed to the Development Manager under the provisions of this Agreement; (c) all development charges; (d) all financing and interest costs; (e) all taxes, save and except for harmonized sales taxes applicable to the Development Fee; (f) all opening and promotion costs; and (g) all amounts paid or payable to the Construction Cost Oversight Consultant. Notwithstanding the foregoing or anything else contained herein, the Development Manager and the Owner acknowledge and agree that in no event shall the total Development Fee payable to the Development Manager exceed the amount equal to four percent (4.0%) of all Hard Costs and Soft Costs which, for greater certainty, shall not exceed the estimated cost presented by the Director, Finance & Treasurer under Report Number FIN 02-20 to Pickering City Council on February 24, 2020. 2.14 Leasing Fees Intentionally Deleted 2.15 Payment of Development Fee and Reimbursable Expenses (a) Subject the last sentence of this Section 2.15(a), the Owner shall pay to the Development Manager the Development Fee (determined in accordance with the provisions of Section 2.13 herein) in equal monthly instalments, such instalments to be due and payable on the first day of each and every month during the period commencing on the first day of the Development Period and ending on the projected date of Substantial Completion of the Development, as set out in the Pro- Forma Budget for the Development, in each case without the necessity of further documentation. If at any time the Pro-Forma Budget and/or project schedule is amended to revise the estimated Development Costs or the number of months in the project schedule, the amount of the subsequent monthly instalments after such amendment will be adjusted so that the full amount of the Development Fees, calculated based on the then current estimated Development Costs, will be paid over the then project schedule. Notwithstanding the foregoing, but subject always to Section 5.2(e), in the event the Owner, in its sole and unfettered discretion, elects to suspend or cease design and/or construction activity with respect to the Development, no instalments of the Development Fee shall be payable to the Development Manager during such period suspension or cessation of design and/or construction activity; provided that: (i) the Owner shall pay all amounts owing to the Development Manager up to the date of the suspension or cessation; and (ii) the Development Manager shall be relieved of all of its obligations under this - 17 - Tor#: 9724162.15 Agreement (other than its obligations under Section 2.6(r)) during any period in which the Development Fee is not being paid. (b) The Development Fee shall be finally determined at the end of Development Period and approved in writing by Owner in accordance with generally accepted accounting principles. If the Development Fee is less or more than the sum of the previous payments made by Owner to the Development Manager on account thereof during the term the amount of any deficiency or excess, as the case may be, shall be paid by the Owner to the Development Manager or by the Development Manager to the Owner, respectively, within 30 days of the final determination of the Development Fee. (c) The parties acknowledge that the Development Fee set out in this Section 2.15 and in Section 2.13 of this Agreement, are based on the preliminary budgeted Hard Costs and Soft Costs as set out in the Pro-Forma Budget and shall be adjusted annually during the term of this Agreement based on projected costs and upon Total Completion of the Development, the Development Fees shall be reconciled based on final Hard Costs and Soft Costs for the Development. (d) In addition to Development Fees, the Owner shall pay to the Development Manager, as part of the Written Order referred to in Section 2.16, Reimbursable Expenses in accordance with Section 2.18. 2.16 Payment of Development Costs The Development Manager shall be entitled to apply to the Owner at any time for payment of Development Costs and other amounts set forth in the Pro-Forma Budget or as otherwise approved in writing by the Owner from time to time, by delivering to the Owner a written order (herein referred to as a “Written Order”) for payment thereof. Each Written Order shall: (a) state the aggregate of the amounts set forth in the Pro-Forma Budget previously paid to or as directed by the Development Manager under this Section 2.16; (b) state the costs paid or payable by the Development Manager on behalf of Owner at the date of the Written Order in addition to the amounts referred to in Section 2.16(a) (being the costs requested for payment in the Written Order), indicating which costs have been paid and those which are immediately payable but not yet paid; (c) state that all costs included in such Written Order are costs contemplated by the Pro-Forma Budget as amended from time to time, and describing the items constituting such costs in reasonable detail; and (d) include copies of appropriate supporting invoices and back up (in reasonable detail) for the costs included in such Written Order including, without limitation, for Reimbursable Expenses. - 18 - Tor#: 9724162.15 Each Written Order shall be delivered to Owner as aforesaid, shall be signed by an officer of the Development Manager and shall state that all costs set forth in such Written Order, payment or reimbursement of which is requested in such Written Order, are costs contemplated by the Pro- Forma Budget as amended from time to time, and incurred in connection with the development and construction of the Development in accordance with the Agreement. Within 15 Business Days after the receipt of such Written Order together with such supporting documentation, the Owner shall pay to or as directed by the Development Manager, the amount of the costs set forth in such Written Order and in respect of which payment is requested by the Development Manager. Where the Owner directly pays any such amount under a Written Order to a Person other than the Development Manager, confirmation in writing of such payment shall be provided by the Owner to the Development Manager promptly following such payment being made. 2.17 [Intentionally Deleted] 2.18 Reimbursement of Expenses In addition to the Development Fee, the Owner shall reimburse the Development Manager for all “out-of-pocket” expenses (collectively, the “Reimbursable Expenses”) which the Development Manager properly and reasonably incurs pursuant to this Agreement in connection with the performance of its obligations under this Agreement, provided such expenses are itemized within the Pro-Forma Budget or are otherwise submitted on an itemized basis and approved in writing by the Owner. The Reimbursable Expenses shall be in addition to the Development Fee and shall include, without limiting the generality of the foregoing, the following: (a) all reasonable travel expenses for those members of the staff (including, without limitation, contract personnel) of the Development Manager who have been pre- approved in writing by the Owner in connection with necessary attendances away from head office relating to the development and construction of the Development or to the site of the Development as reasonably required to perform its duties under this Agreement or as required by the Owner, long distance telephone, other telecommunication charges and fax charges and courier costs as incurred by the Development; and (b) professional fees payable to the arm’s length architects, engineers, accountants, lawyers and other consultants who are approved in writing by the Owner and engaged or retained in connection with the servicing, development and construction of the Development pursuant to the provisions of this Agreement. 2.19 No Other Fees Notwithstanding any other provisions of this Agreement, the Development Manager shall not be entitled to any fees or other compensation for its services under this Agreement other than the Development Fee contemplated herein (and such recoveries specifically provided in this Agreement); without limiting the generality of the foregoing, the Development Manager shall not be entitled to any additional fees for construction management or project management services, or post completion services and management of warranty claims and rectifications. - 19 - Tor#: 9724162.15 2.20 Information In addition to its other reporting obligations pursuant to this Agreement, the Development Manager will at all reasonable times and intervals furnish to the Owner, upon receipt of a specific written request to do so, such information relating to the Development as it requested by the Owner, provided that such information is in the possession or control of the Development Manager. 2.21 Compliance with Applicable Laws In performing its obligations under this Agreement, the Development Manager shall at all times comply with all Applicable Laws. 2.22 Maintenance of Records The Development Manager shall maintain complete and accurate records in connection with the Development and the provision of its services under this Agreement. ARTICLE 3 AUTHORITY 3.1 Authority The Owner confirms and agrees that the Development Manager has the authority to perform all actions and make all expenditures contemplated by the Pro-Forma Budget as updated from time to time, subject to the terms of this Agreement. For clarity, the Owner confirms and agrees that the Development Manager has the authority to review contractor’s notices and requests for contractor’s contingency expenditures with any one contractor not in excess of $25,000.00 and to authorize, on behalf of the Owner, such contingency expenditures if the expenditures are not in excess of $25,000.00 or if they have been approved in writing by the Owner. Notwithstanding any provision in this Agreement to the contrary, the Development Manager on behalf of the Owner shall take such action and incur such reasonably necessary and appropriate expenses and liabilities acting in the best interest of the Owner, without the need of first obtaining the written consent of the Owner, as may be reasonably necessary and appropriate in the reasonable opinion of the Development Manager, to deal with any Emergency arising from time to time. The Development Manager shall immediately inform the Owner of any such Emergency and the action taken. All Contracts and commitments with third parties necessary for the Development shall be entered into directly by the Owner unless otherwise provided in this Agreement or the Owner otherwise authorizes or directs in writing the Development Manager to enter into such Contracts and commitments on behalf of the Owner, as agent for the Owner and without personal liability. - 20 - Tor#: 9724162.15 ARTICLE 4 OBLIGATIONS OF THE OWNER 4.1 Obligations of the Owner The Owner covenants with the Development Manager that it shall, at its own expense: (a) to the extent necessary to permit the Development Manager to complete its obligations hereunder and subject to the rights of tenants, provide free ingress and egress to and from the Lands to and from the neighbouring streets and highways; (b) promptly make all decisions required under this Agreement and respond to all requests for approvals, authorizations and directions made hereunder; and (c) promptly execute and deliver such evidence of the Development Manager’s authority as may be required by third parties, acting reasonably. Except where the same are being disputed in good faith, the Owner covenants with the Development Manager that it shall, at its own expense, promptly make all payments and incur all expenditures required in connection with the Development in accordance with this Agreement. ARTICLE 5 TERM 5.1 Term This Agreement shall commence on the date first above written and, unless otherwise terminated in accordance with the provisions herein, shall continue in full force and effect until the end of the Development Period. 5.2 Termination by Owner (a) Default by Development Manager: If an Event of Default occurs, the Owner may give notice (a “Notice of Complaint”) to the Development Manager specifying in reasonable detail the Event of Default and if, within 30 days of receipt of any Notice of Complaint, the Development Manager fails to cure the Event of Default in a reasonable manner, or if more than 30 days are required to cure the Event of Default, the Development Manager fails to commence and continue diligently to cure within a reasonable period of time, the Owner shall have the right to immediately terminate this Agreement by notice (a “Notice of Termination”) to the Development Manager stating that this Agreement is terminated and the reason for termination. Such termination shall be effective as of the date of receipt by the Development Manager of the Notice of Termination. Such termination shall be without prejudice to any rights and remedies which the Owner may have by reason of such Event of Default. (b) Loss of Key Individual: [Intentionally Deleted] - 21 - Tor#: 9724162.15 (c) Event of Insolvency: The Owner shall have the right, exercisable in its sole and absolute discretion, to terminate this Agreement by Notice of Termination upon the occurrence of an Event of Insolvency in respect of the Development Manager. (d) Additional Development Management Agreement: [Intentionally Deleted] (e) Abandonment: The Owner shall have the right to terminate this Agreement by Notice of Termination to the Development Manager if the Owner intends to Abandon the Development. For the purposes of this subsection “Abandon” shall mean that the Owner intends to cease all design and/or construction activity with respect to the Development. If such Notice of Termination by the Development Manager is received during the construction phase of the Development, the Development Manager shall coordinate and assist the Contractor in shutting down construction and securing the Development in accordance with good construction practice and will be paid the portion of the Development Fee and Reimbursable Expenses due up to the date the shut down and securing of the Development is substantially completed (the “Development Shut Down”) plus the Termination Fee, in accordance with the terms of this Agreement. (f) Termination for Convenience: The Owner shall have the right to terminate this Agreement for convenience, at any time, exercisable in its sole and absolute discretion, by Notice of Termination to the Development Manager, in which case this Agreement shall terminate effective as of the date of delivery of such Notice of Termination, and the Owner shall pay to the Development Manager the portion of the Development Fee and Reimbursable Expenses due up to the date of delivery of such Notice of Termination plus the Termination Fee, which amounts shall be payable forthwith following the date of delivery of such Notice of Termination. For clarity, this Section 5.2(f) shall not apply if the Owner intends to Abandon the Development, it being agreed that Section 5.2(e) applies thereto. 5.3 Default by Owner If, at any time, the Owner fails to make any payment which it is obliged to make under this Agreement or to give such directions, authorizations or approvals or shall have failed to take such other actions as were properly required by the Development Manager for the performance of its obligations under this Agreement, the Development Manager may deliver a Notice of Complaint to the Owner specifying in reasonable detail the matter complained of and if, within 30 days of receipt of any Notice of Complaint, the Owner fails to cure the matter complained of in a reasonable manner, or if more than 30 days are required to cure such matter, the Owner fails to commence and continue diligently to cure within a reasonable period of time, the Development Manager may deliver a Notice of Termination to the Owner stating that this Agreement is terminated. Such termination shall be effective as of the date of the date of receipt by the Owner of the Notice of Termination and the Development Manager shall be released and discharged of obligations and liabilities under this Agreement which were to be performed and satisfied from and after effective date of such termination. Such termination shall be without prejudice to any rights or remedies which the Development Manager may have by reason of such default by the Owner. - 22 - Tor#: 9724162.15 5.4 Indemnity by Owner During the Development Period and after the termination or expiry of this Agreement, the Owner shall indemnify and save the Development Manager harmless from any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever at law or in equity, in connection with the performance by the Development Manager of any and all of its obligations under this Agreement or pursuant to the policies, limitations, instructions and procedures of the Owner and all obligations incurred by the Development Manager in connection with the Development pursuant to this Agreement, including, without limitation, any liability in respect of hazardous substances, any damage or injury whatsoever to any employee or other person or property arising out of the use, administration or control of the Development or any other assets of the Owner relating to the Development, but the indemnity provided under this section shall not extend to: (a) any material breach by the Development Manager, its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible, of any of the terms and provisions of this Agreement; (b) any fraud, negligence or wilful misconduct of the Development Manager or of its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible (except to the extent covered and paid by the insurance maintained or required to be maintained by the Owner relating to the Property or the Development); or (c) any action taken by the Development Manager in contravention of the terms and provisions of this Agreement or contrary to the written direction of the Owner pursuant to this Agreement. With respect to contracts or commitments necessary for the Development that are entered into with third parties by the Development Manager on behalf of the Owner in accordance with the terms of this Agreement, the Development Manager shall have no liability to such third parties under such contracts or commitments (and the indemnity of the Owner in this Section 5.4 in favour of the Development Manager shall apply) save and except to the extent that such liability arises from the gross negligence, fraud or wilful misconduct of the Development Manager. 5.5 Indemnity by Development Manager Subject to Section 5.8 herein, during and after the termination or expiry of this Agreement, the Development Manager shall indemnify and save the Owner harmless in respect of any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever, at law or in equity, arising: (a) by way of any breach by the Development Manager, its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible, of any of the terms and provisions of this Agreement (except to the extent covered and paid (to the extent insurance was maintained) by the insurance maintained or required to be maintained or self-insured by the Owner relating to the Property) which results in a material adverse impact on the Owner; - 23 - Tor#: 9724162.15 (b) by reason of any fraud, negligence or wilful misconduct of the Development Manager, its officers, directors, employees, servants, agents, subcontractors or other persons for whom it is legally responsible (except to the extent covered and paid (to the extent insurance was maintained) by the insurance maintained or required to be maintained or self-insured by the Owner relating to the Property) which results in a material adverse impact on the Owner; or (c) by reason of any action taken by the Development Manager outside the terms and provisions of this Agreement or contrary to the written direction of the Owner pursuant to this Agreement (except to the extent covered and paid (to the extent insurance was maintained) by the insurance maintained or required to be maintained or self-insured by the Owner relating to the Property). With respect to contracts or commitments necessary for the Development that are entered into with third parties by the Development Manager on behalf of the Owner, the Owner shall have no liability to such third parties under such contracts or commitments (and the indemnity of the Development Manager in this Section 5.5 in favour of the Owner shall apply) solely to the extent that such liability arises from the gross negligence, fraud or wilful misconduct of the Development Manager. 5.6 Duties Flowing from Termination Upon the termination of this Agreement: (a) the Development Manager shall use all commercially reasonable efforts to terminate the Contracts, at the expense of the Owner, if required to do so by the Owner; (b) to the extent that Contracts have not been terminated, the Owner shall directly assume the Contracts entered into by the Development Manager on behalf of the Owner provided that such Contracts have been entered into in accordance with the terms and provisions of this Agreement and the Owner shall indemnify and save the Development Manager harmless against any liability by reason of anything done or required to be done under any such Contract after the effective date of termination of this Agreement, provided that if any Contract covers any improvement in addition to the Development, then the Owner shall have the option to elect either to terminate any such Contract or to retain it provided that the third party to such Contract acknowledges that it relates only to the Development and any fees and expenses provided for therein are appropriately adjusted on a prorated basis; and (c) the Owner shall pay for and indemnify and save the Development Manager harmless against the costs of all services, materials and supplies if any, which may have been contracted for by the Development Manager in accordance with this Agreement in connection with or pursuant to its obligations under this Agreement. - 24 - Tor#: 9724162.15 5.7 Delivery of Records to Owner If this Agreement is terminated, the Development Manager shall, notwithstanding such termination, forthwith upon termination from time to time thereafter deliver to the Owner all records and documents, including, without limitation, the following: (a) development plans; (b) project budgets; (c) all Contracts; (d) all operating records; (e) books of account; and (f) all ancillary documents maintained with respect to the Development (whether on or off-site), which are in the possession or control of the Development Manager, provided that the Development Manager may elect to retain copies of such records, books of account and documents and notwithstanding such termination or expiry the Owner shall thereafter and from time to time for a reasonable period of time produce at their offices the originals of such items whenever the Development Manager reasonably requires them for its purposes in connection with its obligations under this Agreement or for the purpose of dealings with any Authority or any legal proceeding involving the Development Manager. The Development Manager shall keep all such information confidential unless required to disclose by law or in connection with any legal proceeding involving the Development Manager. 5.8 Limits of Liability (a) Notwithstanding anything in this Agreement to the contrary, Development Manager’s liability for damages (whether a claim therefore is based on warranty, contract, tort (including negligence or strict liability), statute or otherwise) and claims arising in relation to any performance or non-performance of services under this Agreement (including without limitation reasonable legal fees and expenses) shall in no event exceed an aggregate amount equal to the Development Fee, provided, however, that the foregoing limitation on Development Manager’s liability shall not be applicable to any claim resulting from and to the extent of the gross negligence, fraud or willful misconduct of the Development Manager or any liability unable to be excluded by law. In no event shall the Owner make any claim against the Development Manager’s partners or affiliates, or their shareholders, officers, directors or employees, on account of any act or omission of the Development Manager or any of the foregoing. The Owner may assert claims only against the Development Manager (or its assignees) and under no circumstances shall any partner or affiliate of the Development Manager or any shareholder, officer, director, employee or agent of the Development Manager, be personally - 25 - Tor#: 9724162.15 liable for any of the obligations, acts or omissions of the Development Manager under this Agreement. All permitted assignees of the Development Manager’s rights under this Agreement shall have the benefit of this Section 5.8(a) and this Section 5.8(a) shall survive the expiration or termination of this Agreement; and (b) in no event shall the Development Manager make any claim against the shareholders, officers, directors and employees of the Owner on account of any act or omission of the Owner and neither party shall be liable to the other for any consequential or indirect loss, injury or damage of any nature whatsoever including, without limitation, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down time cost, service interruption, or cost of money. 5.9 Rights on Termination Any termination of this Agreement shall terminate all rights and obligations under this Agreement from and after the date of such termination except rights and obligations with respect to matters to be performed to such date and all legal remedies available at such date for any breach of this Agreement. In addition, Sections 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 shall survive any termination of this Agreement and shall remain in full force and effect thereafter. ARTICLE 6 UNAVOIDABLE DELAY 6.1 Unavoidable Delay Whenever in this Agreement it is provided that anything is to be done or performed and the doing or performance thereof is impossible or delayed due to Unavoidable Delay, neither the Owner nor the Development Manager shall be regarded as being in default in the performance of any obligation hereunder during the period of any Unavoidable Delay relating thereto and each of them shall notify the other in writing of the commencement, duration and consequences (so far as the same is within the knowledge of the party in question) of any Unavoidable Delay affecting the performance of any of its obligations hereunder and shall use all commercially reasonable efforts to minimize the effect of the same. In the event of such Unavoidable Delay or non-performance by either party, then such obligated party, so long as any such impediment exists, shall be relieved from its duties in respect thereto and the other party shall not be entitled to compensation for any damages, inconveniences, nuisance or discomfort thereby occasioned or be entitled to terminate this Agreement as a result thereof. ARTICLE 7 NOTICES 7.1 Notices Any notice, demand, approval, consent, information, agreement, offer, payment, request, response, delivery or other communication (hereinafter referred to as a “Notice”) to be given under or in connection with this Agreement shall be in writing and shall be given by personal delivery, courier or by fax which results in a written or printed notice being given, addressed or by email or sent as - 26 - Tor#: 9724162.15 set out below or to such other address or electronic number as may from time to time be the subject of a Notice (provided that no Notice pursuant to Sections 5.2 or 5.3 shall be delivered by email only): (a) in the case of the Development Manager: Cushman & Wakefield Asset Services ULC c/o Cushman & Wakefield ULC 161 Bay Street, Suite 1500 Toronto, Ontario M5J 2S1 Attention: Bruno Bartel Email: Bruno.Bartel@cushwake.com With a copy to: Cushman & Wakefield Asset Services ULC c/o Cushman & Wakefield ULC One Queen Street East Toronto, Ontario M4E 1H7 Attention: Molly Westbrook Email: Molly.Westbrook@cushwake.com (b) in the case of the Owner: The Corporation of the City of Pickering One The Esplanade Pickering, Ontario L1V 6K7 Attention: City Administrative Officer Email: mcarpino@pickering.ca With a copy to: The Corporation of the City of Pickering One The Esplanade Pickering, Ontario L1V 6K7 Attention: Director, Corporate Services & City Solicitor Email: pbigioni@pickering.ca Any Notice, if delivered personally or by courier, shall be deemed to have been validly and effectively given and received on the date of delivery and if sent by telecopier or other electronic communication, shall be deemed to have been validly and effectively given and received on the Business Day next following the day it was received. Any Notice given by any party under or in connection with this Agreement, if addressed to less than all of the parties to this Agreement, shall - 27 - Tor#: 9724162.15 also be concurrently copied and given to the parties to this Agreement to whom the Notice is not addressed. Any party may at any time and from time to time, change its address for delivery for the purposes of this section by giving at least seven (7) days’ Notice to the other parties. ARTICLE 8 ASSIGNMENTS 8.1 Assignment by Development Manager The Development Manager shall not assign this Agreement without the prior consent of the Owner, which consent may be withheld in the sole and unfettered discretion of the Owner. 8.2 Assignment by Owner The Owner shall have the right to assign its interest in this Agreement so long as, and only if such assignment is made pursuant to a sale of the Owner’s interest in the Property to the assignee, the assignee enters into an agreement with the remaining parties hereto whereby the assignee shall be bound by and entitled to the benefit of this Agreement and the assigning party shall thereupon be released and discharged of obligations and liabilities under this Agreement which were to be performed and satisfied from and after the effective date of such assignment. ARTICLE 9 GENERAL 9.1 Gender and Number Words importing the singular include the plural and vice versa. Words importing gender include all genders. 9.2 Captions, Table of Contents and Legislation The captions and table of contents contained herein are for reference only and in no way affect this Agreement or its interpretation. Any reference in this Agreement to any act or statute or any section thereof shall be deemed to be a reference to such act or statute, or section thereof as amended or re-enacted from time to time. 9.3 Obligations as Covenants Each obligation of a party hereto in this Agreement, even though not expressed as a covenant, is considered for all purposes to be a covenant. 9.4 Applicable Law This Agreement shall be construed and enforced in accordance with the laws of the province in which the Property is situated and the laws of Canada applicable therein. - 28 - Tor#: 9724162.15 9.5 Invalidity If any covenant, obligation or agreement or part thereof or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such covenant, obligation or agreement or part thereof to any person 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. 9.6 Amendment of Agreement No supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party hereto to be bound thereby. 9.7 Successors and Assigns All of the provisions of this Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall enure to the benefit of and be enforceable by the parties hereto and the successors and assigns of any party hereto only to the extent that they are permitted successors and assigns pursuant to this Agreement. 9.8 Accounting Principles Except as specifically provided otherwise in this Agreement, all calculations referred to in this Agreement shall be made in accordance with generally accepted accounting principles and practices applicable to the public real estate industry in Canada and applied on a consistent basis. 9.9 HST The parties acknowledge that all fees and other amounts payable under this Agreement are taxable supplies under the Excise Tax Act (Canada) and shall bear HST as applicable in the province in which the Property is situated and each party to this Agreement covenants to remit to the party making the supply any HST, as applicable, owing on such supply when the consideration for such supply is paid. In particular and without limiting the foregoing, all fees payable under this Agreement shall bear HST, as applicable, and such HST, as applicable, shall be payable at the time such fees are payable. 9.10 Schedules The Schedules attached hereto form part of this Agreement. 9.11 Time Except as specifically provided otherwise in this Agreement, time shall be of the essence of this Agreement. When any period of time provided for herein expires on a day other than a Business Day, such period of time shall automatically be extended to the next following Business Day and, when any action or requirement provided for herein is to occur on a day other than a Business Day, - 29 - Tor#: 9724162.15 the time for such action or requirement shall automatically be extended to the next following Business Day. 9.12 Non-Waiver No consent to or waiver of any breach or Event of Default by any party hereto in the performance of its obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such party hereto of the same or any other obligations of such party hereto hereunder. Failure on the part of any party hereto to complain of any act or failure to act of any other party hereto or to declare any other party hereto in breach or default, irrespective of how long such failure continues, shall not constitute a waiver by such party hereto of its rights hereunder. 9.13 Rights of Parties Independent The rights available to each party hereto under this Agreement and at law shall be deemed to be several and not dependent on each other and each such right shall be accordingly construed as complete in itself and not by reference to any other such right. Any one or more and/or any combination of such rights may be exercised by a party hereto from time to time and no such exercise shall exhaust the rights or preclude such party hereto from exercising any one or more of such rights or combination thereof from time to time thereafter or simultaneously. 9.14 Status Reports Each party hereto agrees, upon the reasonable request of any other party hereto, made from time to time, to furnish promptly a written statement on the status of any matter pertaining to the requesting party hereto to the best of the knowledge and belief of such other party hereto at the cost of the requesting party hereto. 9.15 No Representations Except as specifically set forth herein, the parties agree that there are no representations and warranties by any of them with respect to this Agreement. 9.16 Further Assurances Each of the parties hereto shall, from time to time and upon every reasonable written request of any other party hereto, give, execute and deliver all such further assurances as may be required for more effectually implementing and carrying out the true intent and meaning of this Agreement. 9.17 Rights of Examination by the Owner Upon a written request of the Owner, the Development Manager will, at the expense of the Owner, at any and all times during normal business hours and on reasonable written notice, permit the Owner or its agents and representatives to examine all books of account, reports and other records of the Development Manager relating to the services performed for the Owner by the Development Manager under this Agreement, to make copies thereof or extracts therefrom or to have the same audited by an auditor appointed by, and at the expense of, the Owner. - 30 - Tor#: 9724162.15 9.18 Entire Agreement This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, whether oral or written, of the parties hereto with respect thereto. 9.19 Canadian Dollars All monetary references in this Agreement are to Canadian dollars. 9.20 Counterparts This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. 9.21 Language The parties confirm that it is their wish that this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations, have been and shall be drawn up in the English language only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement. [Remainder of page intentionally left blank. Signature page follows] - 31 - Tor#: 9724162.15 IN WITNESS WHEREOF the parties hereto have duly executed this Agreement effective as of the date hereof. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation Cushman & Wakefield Asset Services ULC Per: Name: Title: Per: Name: Title: I/We have the authority to bind the Corporation SCHEDULE A DESCRIPTION OF THE LANDS AND PREMISES A new two level Seniors and Youth Recreation Facility located on a strata title parcel to be created on the area approximately outlined in blue. Pickering City Centre Pickering, Ontario Seniors & Youth Centre 10/8/2019 CONSTRUCTION >ŽĂĚŝŶŐ Ϭ Ϭ Ϭ ƵŝůĚŝŶŐ;EĞǁ͗^ƵďƐƚƌƵĐƚƵƌĞͲ&ŽƵŶĚĂƚŝŽŶͬWĂƌŬŝŶŐͿ Ϭ Ϭ Ϭ ƵŝůĚŝŶŐ;EĞǁ͗^ƵƉĞƌƐƚƌƵĐƚƵƌĞͲŽƌĞͬ^ŚĞůůͿн&ŝƚŽƵƚ Ϯϴ͕ϰϱϳ͕ϰϵϲ ϰ͕ϱϬϬ͕ϬϬϬ ϯϮ͕ϵϱϳ͕ϰϵϲ KŶƐŝƚĞ/ŵƉƌŽǀĞŵĞŶƚƐͬ/ŶĨƌĂƐƚƌƵĐƚƵƌĞ Ϭ Ϭ Ϭ && ϲϬϬ͕ϬϬϬ Ϭ ϲϬϬ͕ϬϬϬ Construction Cost Sub Total 29,057,496 4,500,000 33,557,496 CONSTRUCTION - ANCILLARY /ŶƐƵƌĂŶĐĞ Ϭ Ϭ Ϭ ŽŶĚŝŶŐ Ϭ Ϭ Ϭ ^ĞƌǀŝĐĞŽŶŶĞĐƚŝŽŶƐ ϭϱϬ͕ϬϬϬ Ϭ ϭϱϬ͕ϬϬϬ dĞƐƚŝŶŐΘ/ŶƐƉĞĐƚŝŽŶƐͲ,ĂnjŵĂƚ Ϭ Ϭ Ϭ dĞƐƚŝŶŐΘ/ŶƐƉĞĐƚŝŽŶƐͲŝǀŝůͬ^ŝƚĞǁŽƌŬ Ϭ Ϭ Ϭ Construction Ancillary Cost Sub Total 150,000 0 150,000 CONTINGENCY ,ĂƌĚŽƐƚŽŶƚŝŶŐĞŶĐLJ 2,905,750 450,000 3,355,750 TOTAL HARD COSTS Total Hard Costs 32,113,245 4,950,000 37,063,245 DESIGN CONSULTANTS ƌĐŚŝƚĞĐƚƵƌĞĂŶĚ/ŶƚĞƌŝŽƌĞƐŝŐŶ ϵϯϬ͕ϵϱϯ ϯϱ͕ϬϬϬ ϵϲϱ͕ϵϱϯ DĞĐŚĂŶŝĐĂů ŶŐŝŶĞĞƌϮϭϭ͕ϲϬϬ Ϭ Ϯϭϭ͕ϲϬϬ ůĞĐƚƌŝĐĂů ŶŐŝŶĞĞƌ ϭϭϴ͕ϴϬϬ Ϭ ϭϭϴ͕ϴϬϬ /dͬŽŵŵƵŶŝĐĂƚŝŽŶƐ ϭϯ͕ϴϲϬ Ϭ ϭϯ͕ϴϲϬ ^ĞĐƵƌŝƚLJ ϭϰ͕ϭϵϬ Ϭ ϭϰ͕ϭϵϬ ƵĚŝŽsŝƐƵĂů ϭϬ͕ϱϲϬ Ϭ ϭϬ͕ϱϲϬ >ŝŐŚƚŝŶŐ ϭϰ͕ϭϵϬ Ϭ ϭϰ͕ϭϵϬ ^ƚƌƵĐƚƵƌĂů ϭϲϱ͕ϬϬϬ Ϭ ϭϲϱ͕ϬϬϬ tŝŶĚͬEŽŝƐĞͬsŝďƌĂƚŝŽŶ ϭ͕ϬϵϬ Ϭ ϭ͕ϬϵϬ ŽĚĞͬ&ŝƌĞͬ>ŝĨĞ^ĂĨĞƚLJ ϲ͕ϴϬϬ Ϭ ϲ͕ϴϬϬ dŚĞĂƚƌĞĞƐŝŐŶ Ϭ Ϭ Ϭ ƵŝůĚŝŶŐ ŶǀĞůŽƉĞ Ϭ Ϭ Ϭ ĐŽƵƐƚŝĐƐ ϳ͕ϳϬϬ Ϭ ϳ͕ϳϬϬ >ĂŶĚƐĐĂƉĞ Ϭ Ϭ Ϭ sĞƌƚŝĐĂůdƌĂŶƐƉŽƌƚĂƚŝŽŶ Ϯ͕ϰϬϬ Ϭ Ϯ͕ϰϬϬ >ŝďƌĂƌLJWůĂŶŶŝŶŐ Ϭ Ϭ Ϭ dĞƐƚŝŶŐĂŶĚ/ŶƐƉĞĐƚŝŽŶ Ϯϱ͕ϬϬϬ Ϯϱ͕ϬϬϬ ϱϬ͕ϬϬϬ ^ƵƌǀĞLJŝŶŐ ϳϱ͕ϬϬϬ Ϭ ϳϱ͕ϬϬϬ ^ƉĞĐŝĨŝĐĂƚŝŽŶƐtƌŝƚĞƌ ϭϴ͕ϱϬϬ Ϭ ϭϴ͕ϱϬϬ KƚŚĞƌŽŶƐƵůƚĂŶƚƐ ϯϬ͕ϴϯϰ Ϭ ϯϬ͕ϴϯϰ ŝƐďƵƌƐĞŵĞŶƚƐ ϴϬ͕ϳϴϮ ϯ͕ϬϬϬ ϴϯ͕ϳϴϮ ĞƐŝŐŶŽŶƚŝŶŐĞŶĐLJ ϯϱϬ͕Ϭϰϳ ϭϵ͕ϰϲϲ ϯϲϵ͕ϱϭϯ Design and Consultants Cost Sub Total 2,077,306 82,466 2,159,772 LEGAL & ADMINISTRATIVE ĞǀĞůŽƉŵĞŶƚDĂŶĂŐĞŵĞŶƚ&ĞĞ ϭ͕ϱϰϯ͕ϱϮϱ ϮϮϳ͕ϯϲϭ ϭ͕ϳϳϬ͕ϴϴϲ >ĞŐĂů ϱϬ͕ϬϬϬ ϭϬ͕ϬϬϬ ϲϬ͕ϬϬϬ /ŶƐƵƌĂŶĐĞ Ϯϱ͕ϬϬϬ ϭϬ͕ϬϬϬ ϯϱ͕ϬϬϬ ΘtŝƐďƵƌƐĞŵĞŶƚƐ ϭϱ͕ϬϬϬ Ϯ͕ϱϬϬ ϭϳ͕ϱϬϬ ĂƉŝƚĂůŝnjĞĚsĂĐĂŶƚ>ĂŶĚdĂdž Ϭ Ϭ Ϭ Legal & Administrative Cost Sub Total 1,633,525 249,861 1,883,386 MARKETING & LEASING DĂƌŬĞƚŝŶŐ ϯϱ͕ϬϬϬ Ϭ ϯϱ͕ϬϬϬ ŽŵŵŝƐƐŝŽŶƐͲDĂŶĂŐĞƌ Ϭ Ϭ Ϭ ŽŵŵŝƐƐŝŽŶƐͲ>ŝƐƚŝŶŐƌŽŬĞƌƐ Ϭ Ϭ Ϭ dĞŶĂŶƚůůŽǁĂŶĐĞƐ;ZĞƚĂŝůͬ/ŶƐƚŝƚƵƚŝŽŶĂůͿ Ϭ Ϭ Ϭ Marketing & Leasing Cost Sub Total 35,000 0 35,000 HOLDBACK ,ŽůĚďĂĐŬ;ϭϬйͿ ;Ϯ͕ϵϬϱ͕ϳϱϬͿ ;ϰϱϬ͕ϬϬϬͿ ;ϯ͕ϯϱϱ͕ϳϱϬͿ ,ŽůĚďĂĐŬZĞůĞĂƐĞ Ϯ͕ϵϬϱ͕ϳϱϬ ϰϱϬ͕ϬϬϬ ϯ͕ϯϱϱ͕ϳϱϬ GROSS PROJECT BUDGET (Before Taxes)35,859,077 5,282,327 41,141,403 Item S & Y Centre Bridge Link Total S & Y Centre and Bridge Link SCHEDULE B PRO-FORMA BUDGET SCHEDULE C DEVELOPMENT PLANS The Development will consist of the following principal elements as generally shown on plans attached hereto. AS2.11NNO ISSUEDDATENOISSUANCEREVRevision ID1. Copyright of this drawing is reserved by the Architect. The drawing and all associateddocuments are an instrument of service by the Architect. The drawing and the informationcontained therein may not be reproduced in whole or in part without prior written permissionof the Architect.2. These Contract Documents are the property of the Architect. The Architect bears noresponsibility for the interpretation of these documents by the Contractor. Upon writtenapplication, the Architect will provide written/graphic clarification or supplementaryinformation regarding the intent of the Contract Documents. The Architect will review ShopDrawings submitted by the Contractor for design conformance only.3. Drawings are not to be scaled for construction. The Contractor is to verify all existingconditions and dimensions required to perform the work and report any discrepancies withthe Contract Documents to the Architect before commencing any work.4. Positions of exposed finished mechanical or electrical devices, fittings, and fixtures areindicated on architectural drawings. The locations shown on the architectural drawingsgovern over the Mechanical and Electrical drawings. Those items not clearly located will belocated as directed by the Architect.5. These drawings are not to be used for construction unless noted below as "Issuance: ForConstruction"6. All work is to be carried out in conformance with the Code and Bylaws of the authoritieshaving jurisdiction.7. The Architect of these plans and specifications gives no warranty or representation toany party about the constructability of the building(s) represented by them. All contractorsor subcontractors must satisfy themselves when bidding and at all times ensure that theycan properly construct the work represented by these plans.© architectsAlliance, 20182019-11-06KEYPLANNOTES:1 REFER TO OBC 3.8.3.3. (2)In ALL suites of residential occupancy, the doorway to at least onebathroom and to each bedroom when the door is in the open position,a clear width of not less than: (a) 760 mm where the door is served by a corridor or space not less than 1060 mm wide, and (b) 810 mm where the door is served by a corridor or space less than 1060 mm wide.21902Pickering City CentreBLOCK 1 RESIDENTIALGROUND1:100Cushman & Wakefield161 Bay St., Suite 1500Toronto, ON. M5J 2S1DOWNUPDOWNUUUUUUPPPPPPDEDER-109DXIR-116AGS-130AS-142AS-140S-141S-139S-126AS-142ES-126BS-144R-116BS-149BS-134AR-120BR-120ADXIDXIDXIDXIDXIDXIS-143AS-127S-128BR-106S-117R-121R-123S-147AS-147BS-146C S-146BS-145BR-114BR-111R-113R-112R-102AR-102BR-108ADXIDXIDXIDXIS-134BR-108BS-142BS-142CS-142DR-110BR-103R-104R-107R-114AR-110AS-145AS-146AS-129BR-119S-136S-129CS-118S-129AS-128AS-149AS-148S-150AS-152R-137S-138S-137S-135S-133AS-133BS-151S-150S-143BDXIDXIS-130BS-129DS-129DS-129DS-129D191917172222EEFF121214141010884422HH66UP DN1:7 1:13 RL -3.910 RL -0.150 PDOPDO DWPDOPDOPDOPDOPDOPDOPDOPDOPDOPDOPDOPDO PDOPDOPDOPDOPDOPDOPDOPDOPDOPDOPDOPDOPDO FFDW FFDWF3AR6.253AR6.251AR6.211AR6.211AR6.252AR6.255AR6.255AR6.254AR6.254AR6.2519,90015,76315,337750 1,2753,775 6231,927 1,812 738 1,192 1,5703,8383,0003,1503,9873,6632,8009,3503,0503,9755,7753,1502,900 3793,9951,676 1,174 2,4382,438 4622,4383,1508233,2771,9504,1505503,5012,9315,8005,82517,8357,0334,3012,9842,5212,73915,2402,40015,2402,0608,83917,9836,09613,4117,0506,2007,1756024,6231,5504,6503,7012,2543,0802,6005,6801,4354,2452,840 515 800 1,5251,2754,3981,927 1,812 1,930 1,570 2,3381,7502,7503,1504,2503,4002,8006,2003,1503,0503,9752,2253,5502,6503,4002,8003,2502,9503,1003,1002,9506,0504,1502,086 350+86.686,600#toL1value86,45001AR5 0102AR5 011AR5.021AS5.541AS5.541AS5.511AS5.511AS5.521AS5.521AS5.561AS5.561AS5.551AS5.551AS5.571AS5.571AR5.521AR5.521AR5.541AR5.541AR5.551AR5.551AR5.561AR5.561AR5.571AR5.572AR6.241AR6.241AR6.232AR6.232AR6.222AR6.221AR6.221AR6.221AR5.618AR6.268AR6.261AR6.111AR6.114AR6.114AR6.111AR6.121AR6.122AR6.122AR6.124AR6.124AR6.123AR6.123AR6.123AR6.234AR6.237AR6.267AR6.2601AR4.0102AR4.012AR4.021AR4.021AR4.511AR4.542AR4.622AR4.641AR4.564AR4.641AR4.522AR4.525AR4.631AS4.521AS4.511AS4.541AS4.53PARKINGENTRANCEVISITOR'SLOUNGERECEPTIONRIDGE ABOVELOADING SPACE3.5m(W) x 12.0m(L) x 4.2m(H)LOADING SPACE3.5m(W) x 12.0m(L) x 4.2m(H)CH.RM.CH.RM.property lineLOADINGENTRYRESIDENTIALENTRANCERESIDENTIALENTRANCES/Y CENTREENTRANCEFace of the building aboveFace of the building aboveFace of the building above6X3.6CONCRETESHAFTUP & DOWNCH.RM.A-PE-02A-PE-03A-PE-01A-SW-01A-PE-04A-PE-05A-PE-06AIR INTAKECH.RM.CH.RM.ELECTR.RISERA-FR-01S-SW-01S-PE-01CH.RM.CH.RM.CH.RM.A-SW-02500 X 500 MM PLUMBINGSHAFT250MM DIA. STORM1000 X 500 MM PLUMBINGSHAFT250MM DIA. STORM250MM DIA. SAN100MM DIA. COND2500 X 800 MM PIPESHAFT2000 X 800 MM CORRIDORSUPPLY DUCT1000 X 500 MM PLUMBINGSHAFT200MM DIA. STORM200MM DIA. SAN100MM DIA. COND600 X 500 MM INTAKESHAFT UP1200 X 700 MMPLUMBING SHAFT300MM DIA. STORM250MMDIA. SAN100MMDIA. COND600 X 500 INTAKE SHAFT700 X 700 MM PLUMBINGSHAFT375MM DIA. STORM1000 X 500 MM PLUMBINGSHAFT250MM DIA. STORM250MM DIA. SAN100MM DIA. COND1000 X 500 MM PLUMBINGSHAFT300MM DIA. STORM200MM DIA. SAN100MM DIA. COND1000 X 600 MM PLUMBINGSHAFT300 MM DIA.STORM200 MM DIA. SAN100 MM DIA. COND300 X 300SANITARYEXHAUST SHAFT600 X 500 INTAKE SHAFT600 X 500 INTAKE SHAFT600 X 500 INTAKE SHAFT600 X 500INTAKE SHAFTINTAKE LOUVREEXHAUSTLOUVREINTAKE LOUVREFAN200 MM DIA. DCW100 MM DIA. DHW65 MM DIA. DHWR25 MM DIA. DHWRLINES150 MM DIA.STORM100 MM DIA. GAS100 MM DIA. GAS750 X 600MMRESTAURANTKITCHENEXHAUST800 X 1250MMRESTAURANTMAKE UP AIR1200 X 900MMFRESH AIRDUCTWORK1000 X 900MMGENERALEXHAUST1200 X 500 MM PLUMBINGSHAFT200MM DIA. STORM200MM DIA. SAN75MM DIA. COND100MM DIA. DCWSTAIR R-ASTAIR R-BSTAIR R-GSTAIR R-FSTAIR R-DOPEN TOABOVEOPEN TOABOVEOPEN TOABOVECH.RM.CH.RM.CH.RM.R-109MOVING RMA: 20.69 m2R-111RENTAL OFFICEA: 68.63 m2R-103CACFA: 8.96 m2R-101LOBBYA: 93.82 m2R-113OFFICEA: 10.72 m2S-151SYC MEN'SCHANGE RMA: 40.06 m2S-152SYC WOMEN'SCHANGE RMA: 51.41 m2R-102VESTIBULEA: 10.22 m2S-150SYCUNIVERSALCHANGE RMA: 27.45 m2S-149SYC VESTIBULEA: 10.41 m2S-148SYCFAMILY CHANGE RMA: 74.64 m2R-115BIN STAGINGA: 48.97 m2S-126STORAGEA: 33.74 m2S-142SYC ACTIVITYROOM 2A: 300.57 m2S-143SYC ACTIVITYROOM 1A: 371.81 m2S-147SYC COATSTORAGE 1A: 24.39 m2S-146SYC KITCHEN 1A: 39.25 m2S-145SYCKITCHEN 2A: 40.51 m2S-144SYC COATSTORAGE 2A: 25.71 m2S-141SYC WCWOMEN(14 W.C.)A: 82.55 m2S-140SYC WCMEN(6 W.C.)A: 48.64 m2S-139SYCJANITORA: 12.75 m2S-138SYCOFFICEA: 13.52 m2S-136SYCKITCHENETTEA: 22.04 m2S-131SYC LOBBYA: 304.45 m2S-127SYC GYMEXIT VESTA: 7.05 m2S-129SYC GYMA: 1,139.67 m2R-110VESTIBULEA: 14.36 m2R-170COMMERCIALA: 463.67 m2R-107PARCELSTORAGE (29)A: 51.77 m2R-112OFFICEA: 8.86 m2R-104WC BFA: 6.96 m2R-105MAILA: 33.6 m2R-108ELEVLOBBYA: 17.17 m2R-106MAIL BOHA: 21.98 m2R-114CORRIDORA: 49.07 m2R-116LOADINGA: 440.43 m2S-117SYC ELECA: 16.62 m2R-120VESTIBULEWESTA: 9.8 m2R-123ELECA: 3.96 m2R-121LOBBYWESTA: 69.26 m2S-133VESTIBULEA: 11.95 m2S-134VESTIBULEA: 6.53 m2S-130SYCVESTIBULEA: 21.38 m2S-132SYCCORRIDORA: 316.8 m2R-119STORAGEA: 15.35 m2S-137SYCFIRST AIDA: 9.82 m2S-135SYCRECEPTIONA: 44.56 m2S-118SYC ITA: 9.87 m2S-128SYC GYMSTORAGE 1A: 73.68 m2137EXITVESTIBULEA: 6.82 m2R-150SYC GARBAGEA: 25.36 m22929D1616QQLLNN1113132020HCBMMOO9726262525212111155323232828G18182424A-1A-12727KKA-CA-EA-HA-GA-AA-BA-FA-KA-DA-LA-3A-2A-4A-5A-6A-7A-8A-10A-9ADADADADAD1,76025,6032,4361,450WATER FOUNTAIN /FILLING STATIONWATER FOUNTAIN /FILLING STATIONB.F. SHOWERFOLDING WALL DIVIDERB.F. SHOWERSTAIR R-E2STAIR R-CSTAIR R-HSTAIR R-JB.F. WCB.F. WCSCALE: 1:1001GROUND FLOOR AS2.12NNO ISSUEDDATENOISSUANCEREVRevision ID1. Copyright of this drawing is reserved by the Architect. The drawing and all associateddocuments are an instrument of service by the Architect. The drawing and the informationcontained therein may not be reproduced in whole or in part without prior written permissionof the Architect.2. These Contract Documents are the property of the Architect. The Architect bears noresponsibility for the interpretation of these documents by the Contractor. Upon writtenapplication, the Architect will provide written/graphic clarification or supplementaryinformation regarding the intent of the Contract Documents. The Architect will review ShopDrawings submitted by the Contractor for design conformance only.3. Drawings are not to be scaled for construction. The Contractor is to verify all existingconditions and dimensions required to perform the work and report any discrepancies withthe Contract Documents to the Architect before commencing any work.4. Positions of exposed finished mechanical or electrical devices, fittings, and fixtures areindicated on architectural drawings. The locations shown on the architectural drawingsgovern over the Mechanical and Electrical drawings. Those items not clearly located will belocated as directed by the Architect.5. These drawings are not to be used for construction unless noted below as "Issuance: ForConstruction"6. All work is to be carried out in conformance with the Code and Bylaws of the authoritieshaving jurisdiction.7. The Architect of these plans and specifications gives no warranty or representation toany party about the constructability of the building(s) represented by them. All contractorsor subcontractors must satisfy themselves when bidding and at all times ensure that theycan properly construct the work represented by these plans.© architectsAlliance, 20182019-11-06KEYPLANNOTES:1 REFER TO OBC 3.8.3.3. (2)In ALL suites of residential occupancy, the doorway to at least onebathroom and to each bedroom when the door is in the open position,a clear width of not less than: (a) 760 mm where the door is served by a corridor or space not less than 1060 mm wide, and (b) 810 mm where the door is served by a corridor or space less than 1060 mm wide.21902Pickering City CentreBLOCK 1 RESIDENTIALFLOOR 21:100Cushman & Wakefield161 Bay St., Suite 1500Toronto, ON. M5J 2S1DXDXDXDXS-222BS-222ADXS-246S-245BS-245AS-223ADXDXS-221BS-229R-201DXDGDXDXR-205R-207R-206R-203R-204S-243S-250S-231AS-228S-225S-224S-226DXS-227S-241S-240S-239S-221ADES-244AS-223BS-242S-231BS-247S-230S-238S-237S-236S-235S-234S-233S-232S-244B191917172222EEFF121214141010884422HH66DWF3AR6.253AR6.251AR6.211AR6.211AR6.252AR6.251AS5.511AS5.511AS5.521AS5.521AR5.521AR5.522AR6.241AR6.241AR6.232AR6.232AR6.222AR6.221AR6.221AR6.223AR6.234AR6.237AR6.267AR6.262,108 4752002,45018,3002,45028,8652,7354,73510,3505,2837,7744,759OPEN TOLOBBY BELOWproperty lineA-PE-02A-PE-03A-PE-01A-FF-01BRIDGEAIR INTAKEOPEN TOBELOWOPEN TOBELOWSYCSECURITY DESKELECTR.RISERELECTR.RISEROPEN TOBELOWOPEN TOBELOWS-SW-01S-PE-01OPEN TOBELOWOPEN TOBELOW1000 X 600 MM PLUMBINGSHAFT300 MM DIA.STORM200 MM DIA. SAN100 MM DIA. COND700 X 700 MM PLUMBINGSHAFT375MM DIA. STORM2000 X 800 MM CORRIDORSUPPLY DUCT2500 X 800 MM PIPESHAFT200 MM DIA. DCW100 MM DIA. DHW65 MM DIA. DHWR25 MM DIA. DHWRLINES1000 X 500 MM PLUMBINGSHAFT150MM DIA. FIRESTANDPIPE100MM DIA. SAN1000 X 500 MM PLUMBINGSHAFT200MM DIA. STORM200MM DIA. SAN100MM DIA. COND1000 X 500 MM PLUMBINGSHAFT300MM DIA. STORM200MM DIA. SAN100MM DIA. COND300 X 300SANITARYEXHAUST SHAFT600 X 500 INTAKE SHAFTFAN1000 X 500 MM PLUMBINGSHAFT200MM DIA. STORM200MM DIA. SAN75MM DIA. CONDFAN600 X 500 INTAKE SHAFTFAN1000 X 500 MM PLUMBINGSHAFT150MM DIA. FIRESTANDPIPE100MM DIA. SAN1000 X 500 MM PLUMBINGSHAFT200MM DIA. STORM200MM DIA. SAN100MM DIA. COND1000 X 500 MM PLUMBINGSHAFT250MM DIA. STORM250MM DIA. SAN100MM DIA. COND600 X 500 MM INTAKESHAFT UP1000 X 500 MM PLUMBINGSHAFT250MM DIA. STORM250MM DIA. SAN100MM DIA. COND1000 X 500 MM PLUMBINGSHAFT200MM DIA. STORM200MM DIA. SAN100MM DIA. COND1200 X 700 MM PLUMBINGSHAFT300MM DIA. STORM250MM DIA. SAN100MM DIA. COND500 X 500 MM PLUMBINGSHAFT250MM DIA. STORM600 X 500INTAKE SHAFTINTAKE LOUVREEXHAUSTLOUVREINTAKE LOUVREEXHAUSTLOUVREINTAKE LOUVRE150 MM DIA.STORM100 MM DIA. GAS100 MM DIA. GAS1000 X 500 MM PLUMBINGSHAFT150MM DIA. FIRESTANDPIPE100MM DIA. SAN750 X 600MMRESTAURANTKITCHENEXHAUST800 X 1250MMRESTAURANTMAKE UP AIR1200 X 900MMFRESH AIRDUCTWORK1000 X 900MMGENERALEXHAUST600 X 550MMSUPPLYDUCT600 X 550MMRETURNDUCTSTAIR R-ASTAIR R-BSTAIR R-GSTAIR FSTAIR R-BSTAIR R-ASTAIR R-DiPad & Laptop ChargingCabinet762 x 457 mmR-207UNISEX WCA: 10.23 m2R-206OFFICEA: 15.7 m2R-204STAFF ROOMA: 42.93 m2R-203LOUNGEA: 39.46 m2R-205OFFICEA: 14.11 m2R-202CORRIDORA: 43.36 m2S-243SYCMULTI-PURPOSE RMA: 374.57 m2S-244SYCWORK SHOPA: 55.23 m2S-223SYCCOMPUTERROOMA: 100.46 m2S-226SYCSTORAGEA: 23.71 m2S-224SYCSENIOR GAMES ROOMA: 246.53 m2S-221SYCYOUTH CENTREA: 196.65 m2S-222SYCSTORAGEA: 38.3 m2S-227SYCPROGRAMSPACEA: 49.93 m2S-247SYCWC GENDER NEUTRAL UNIVERSALA: 9.8 m2S-230SYCWC WOMEN(14 W.C.)A: 72.96 m2S-220SYCCORRIDORA: 685.11 m2R-201ELEVLOBBYA: 16.73 m2S-250SYCLIBRARYLINKA: 23.11 m2S-239SYCOFFICEA: 15.06 m2S-240SYCOFFICEA: 14.92 m2S-241SYCOFFICE SECURITYA: 14.92 m2S-229SYCIT ROOMA: 9.77 m2S-242SYCMEETING RMA: 26.68 m2S-228SYCELEC ROOMA: 17.08 m2S-245SYCGYM MECHA: 39.57 m2S-246SYCWC MEN(7 W.C.)A: 51.3 m2S-225SYCJANITORA: 16.78 m2S-237SYCOFFICEA: 11.97 m2S-238SYCOFFICEA: 12.16 m2S-233SYCSTAFF WORKA: 23.27 m2S-232SYCMEETINGA: 51.95 m2S-231SYCSTAFFCORRIDORA: 28.76 m2S-234SYCSTAFFKITCHENA: 15.31 m2S-235SYCOFFICEA: 12.19 m2S-236SYCOFFICEA: 12.56 m2DX2929D1616QQLLNN1113132020HCBMMOO9726262525212111155323232828G18182424A-1A-12727KKA-CA-EA-HA-GA-AA-BA-FA-KA-DA-LA-3A-2A-4A-5A-6A-7A-8A-10A-914,4502,4313,8226,6474,1005,9311,6854,4356,6247,975WATER FOUNTAIN /FILLING STATIONB.F. WCSTAIR R-E2STAIR JSTAIR R-E1B.F. WCSTAIR R-HSTAIR R-CSCALE: 1:1001FLOOR 2 PICKERING CITY HALLPICKERING RECREATION COMPLEXTHE ESPLANADE NORTHTHE ESPLANADE SOUTHTHE ESPLANADE PARKPERFORMING ARTS CENTREBLOCK 2BLOCK 3BLOCK 7BLOCK 1Y/S CENTREBLOCK 4BLOCK 8CAPREIT LANDSGLENAN N A R O A D VALLEY FARM ROADNEW PUBLIC PLAZAPICKERING TOWN CENTRESHOPPING MALLLIBRARYBLOCK 5SOUTH BLOCKSCHEDULE D DESCRIPTION OF THE PTC LANDS City Centre Meetings Date Meeting Name Attendees September 26, 2018 Downtown City Centre Mayor Ryan Directors Cathy Grant Tanya Sinclair Catherine Rose Mark Guinto Shauna Muir Bruno Bartel Peter Clewes amauro@chamberlainipd.com February 26, 2019 Civic Centre Project Tony Prevedel Stan Karwowski Marisa Carpino Kyle Bentley Paul Bigioni George Buckles March 4, 2019 Youth and Seniors Centre Marisa Carpino Kim Bradley Sharon Milton Brian Duffield Vince Plouffe Tony Prevedel Peter Clewes Sanja Janjanin Athos Zaghi Bruno Bartel George Buckles April 17, 2019 Monthly Arts Centre & Seniors/Youth Centre Meeting Alisa Bickova Marisa Carpino Tony Prevedel George Buckles Bruno Bartel Sanja Janjanin Peter Clewes R Cadeau Athos Zaghi May 15, 2019 City Centre Meeting Marisa Carpino George Buckles Bruno Bartel Stan Karwowski Vince Plouffe Attachment 4 to Report LEG 06-20 Date Meeting Name Attendees July 7, 2019 City Centre Meeting Tony Prevedel Stan Karwowski Paul Bigioni Kyle Bentley Marisa Carpino Richard Holborn Fiaz Jadoon George Buckles Bruno Bartel August 13, 2019 Arts Centre – DWAC Foundation Marisa Carpino George Buckles Bruno Bartel Gary Strange David Stone Tony Prevedel August 14, 2019 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel August 14, 2019 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird September 4, 2019 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi Date Meeting Name Attendees George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Allen Gillespie Dale Quaife Elizabeth George September 4, 2019 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy September 4, 2019 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Dale Quaife September 18, 2019 City Centre – Detail Construction Schedule Meeting Fiaz Jadoon George Buckles Bruno Bartel Richard Sabourin Dale Quaife Krista Boyce John Bourrie Adam Zahorchak Tony Prevedel Date Meeting Name Attendees Stan Karwowski James Halsall Richard Holborn Marisa Carpino Brian Duffield Vince Plouffe Elaine Bird Kathy Williams Tyler Barnett Nilesh Surti Kyle Bentley Catherine Rose Tanya Ryce Stephen Boyd Marilee Gadzovski Robert Burlie Sharon Milton Jody Morris Rob Cadeau John Hagg October 2, 2019 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Allen Gillespie Dale Quaife Elizabeth George October 2, 2019 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Date Meeting Name Attendees Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy October 2, 2019 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Dale Quaife October 9, 2019 Civic Centre Costing Information Stan Karwowski Fiaz Jadoon Paul Bigioni Richard Holborn Marisa Carpino Vince Plouffe Brian Duffield George Buckles Kyle Bentley James Halsall Caryn Kong Bruno Bartel October 16, 2019 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Allen Gillespie Dale Quaife Elizabeth George Date Meeting Name Attendees October 16, 2019 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy October 16, 2019 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Dale Quaife October 30, 2019 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Allen Gillespie Dale Quaife Elizabeth George October 30, 2019 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Date Meeting Name Attendees Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy October 30, 2019 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Dale Quaife November 6, 2019 IT, AV, Security Meeting Marisa Carpino Brian Duffield Michael Cain Elaine Bird Kathy Williams Dale Quaife Sharon Milton Kim Bradley Muhammad Rafeh Usha Siva Sanja Janjanin Rob Cadeau Oliver Laumeyer Peter Van Rooy Suzanne Moore Bruno Bartel George Buckles Thelma Sakamoto Vince Plouffe Jody Morris Date Meeting Name Attendees November 13, 2019 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Allen Gillespie Dale Quaife Elizabeth George November 13, 2019 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy November 13, 2019 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Dale Quaife November 15, 2019 Sites Visits – Piazza Design Burlington Pickering staff Cushman & Wakefield Aa architects Date Meeting Name Attendees November 19, 2019 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Allen Gillespie Dale Quaife Elizabeth George November 19, 2019 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy November 19, 2019 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Dale Quaife November 27, 2019 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Date Meeting Name Attendees Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Allen Gillespie Dale Quaife Elizabeth George November 27, 2019 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy November 27, 2019 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Dale Quaife November 27, 2019 City Centre Project – Landscaping, Piazza and Parking Marisa Carpino George Buckles Thelma Sakamoto Bruno Bartel Sanja Sanjanin Rob Cadeau Date Meeting Name Attendees Fiaz Jadoon Paul Bigioni Stan Karwowski Rod Marshall Rob Gagen Robert Burlie Brian Duffield Vince Plouffe Kathy Williams Elaine Bird Jody Morris Tanya Ryce Sharon Milton Tony Prevedel Arnold Mostert Richard Holborn Nathan Emery Kyle Bentley Catherine Rose Nilesh Surti Scott Booker Richard Sabourin John Bourrie Krista Boyce Tyler Barnett Elizabeth George December 6 & 9, 2019 Savings by Design Workshop City of Pickering staff, Cushman & Wakefield, Aa architects, Enbridge Gas December 11, 2019 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Allen Gillespie Dale Quaife Elizabeth George Date Meeting Name Attendees December 11, 2019 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy December 11, 2019 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Dale Quaife December 18, 2019 Tour of Koerner Hall (Arts Centre in Toronto) Marisa Carpino Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin December 19, 2019 Construction and Staging – City Centre Fiaz Jadoon Richard Sabourin Krista Boyce Tony Prevedel John Bourrie Marisa Carpino George Buckles Bruno Bartel Kyle Bentley Nilesh Surti Date Meeting Name Attendees Stan Karwowski Paul Bigioni Richard Holborn Kevin Cahill January 22, 2020 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Allen Gillespie Dale Quaife Elizabeth George January 22, 2020 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy January 22, 2020 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Date Meeting Name Attendees Dale Quaife January 22, 2020 City Centre Project – Landscaping, Piazza and Parking Marisa Carpino George Buckles Thelma Sakamoto Bruno Bartel Sanja Sanjanin Rob Cadeau Fiaz Jadoon Paul Bigioni Stan Karwowski Rod Marshall Rob Gagen Robert Burlie Brian Duffield Vince Plouffe Kathy Williams Elaine Bird Jody Morris Tanya Ryce Sharon Milton Tony Prevedel Arnold Mostert Richard Holborn Nathan Emery Kyle Bentley Catherine Rose Nilesh Surti Scott Booker Richard Sabourin John Bourrie Krista Boyce Tyler Barnett Elizabeth George February 5, 2020 Arts Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau Athos Zaghi George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Date Meeting Name Attendees Allen Gillespie Dale Quaife Elizabeth George February 5, 2020 Library – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kathy Williams Elaine Bird Dale Quaife Peter Van Rooy February 5, 2020 Youth & Seniors Centre – Design Review Meeting Marisa Carpino Brian Duffield Vince Plouffe Peter Clewes Rob Cadeau George Buckles Bruno Bartel Alisa Bickova Sanja Janjanin Tony Prevedel Kim Bradley Sharon Milton Dale Quaife The CORE Calgary, Alberta CLIENT Alberta Investment Management Corporation (AIMCo) Ivanhoe Cambridge PROJECT BUDGET $282M PROJECT AREA Office 1,700,000 SF Retail 460,000 SF Devonian Gardens 109,000 SF PROJECT STATUS Completed (2017) PROJECT ARCHITECT MMC International GENERAL CONTRACTOR EllisDon Construction SERVICES Master Planning Securing Entitlements Negotiations with the City Development Management Project Overview “A great building on a great street beside a beautiful park, all integrated and adding to one another makes for a great urban environment – a great city”. Quote from Calgary City Centre Plan 2007 In the summer of 2007 20 VIC (now Cushman & Wakefield), responded to the City of Calgary’s vision for their ‘Centre City Plan’. In a presentation to then Mayor David Bro nconnier the ambitious plan was to create an internal street spanning three city blocks. The internal street would sit under a continuous 90-foot-wide, 656-foot-long suspended glass skylight (the largest point-supported structural glass skylight in the world). George Buckles recounts “the toughest part of the presentation to the Mayor was the need to cut the city’s Devonian Gardens (2.5 acre indoor park) in two in order to create the street.” The conversation with the Mayor created an even bigger and better plan. The City had been looking to reinvent the park so the discussion evolved to including a new Devonian Garden into the program. The first phase of the project was the creation of the retail indoor street. Construction started in 2009 and took three years to complete. The $201M project included the construction of the outdoor streetscape, incorporating two-storey retail facades with exterior-grade materials. The site was located at hub of downtown Calgary's +15 skywalk system and the base of three office tower with over 1.7M SF of fully occupied space in addition to the retail complex. The challenge was to construct the project while allowing the pedestrian traffic and office building access through the site. Good planning and communication with the community ensured access was maintained, the project was delivered on time and on schedule. The second phase of the project was the construction of the new park. The Devonian Gardens, an indoor public botanical garden is owned by the City and operated by Calgary Parks. The existing park was closed for four years to allow the construction and reopened in the summer of 2012. The new $39M state of the art park was created with pathways, Koi ponds, children’s play areas, and gathering spaces. Exotic vegetation was imported from Hawaii, California and Florida, with over 550 trees making it a truly unique destination in a northern climate. Simons department store was the third and final phase of the project. The project involved the transformation of the historically designated Lancaster Building (an Edwardian Commercial style building which was Calgary’s tallest building at 10 storeys when it opened in 1918) into a new age department store. This is a fabulous example of integrating modern design with a historic building. The $42M Simons store which occupies five floors of the ten-level Lancaster Building opened for business in the spring of 2017. The project was completed on budget and on time. Attachment 5 to Report LEG 05-20 ERIN MILLS TOWN CENTRE – MIXED USE DEVELOPMENT Mississauga, Ontario CLIENT Investment Management Corporation of Ontario (IMCO) PROJECT BUDGET Renovation $92M Master Plan $1M PROJECT AREA Retail 942,000 SF Land 1.6M SF PROJECT STATUS In-progress (currently in pre- development phases) PROJECT ARCHITECT architectsAlliance MMC International SERVICES Master Planning Securing Entitlements Development Manager Project Overview Erin Mills Town Centre has over 35 acres of peripheral land surrounding the shopping centre. The development team is working actively to intensify the site with a mixed-use development. Located in an urban centre with a good growth profile, the site has the potential to support the development of over 4,000 residential units across 30 development blocks. The Team is currently working with the City of Mississauga in order to develop a master plan and secure the necessary entitlements for the residential project. The development team is committed to optimizing the achievable density on the site, and securing approvals in a timely order. This project follows on the heels of a recent major renovation to the dated shopping centre. The renovation included: new tiles, ceilings, lighting, the addition of new retail space, and the creation of a feature centre court with infinity pool and glass globe skylight, which improved sightlines and natural light. The mall also received a new food court in a two-storey atrium flanked by two full-service restaurants. The project was completed on time and under budget. MIDTOWN – City Centre Redevelopment Saskatoon, Saskatchewan CLIENT KingSett Capital Investment Management Corporation of Ontario (IMCO) PROJECT BUDGET $84M PROJECT AREA Retail 600,000 SF Office 91,000 SF PROJECT STATUS In-progress. On budget and on schedule, completion scheduled for the summer of 2020 PROJECT ARCHITECT MMC International GENERAL CONTRACTOR PCL Construction SERVICES Master Planning Entitlements Agreements with the City Major Lease Agreements Development Management Project Overview In 2014 Midtown presented to Saskatoon City Council a bold new vision for City Centre. The plans included a new convention centre, an expanded Performing Arts Centre, new hotel as well as a renovation and revitalization of the retail/office complex. Due to budget constraints the City decided to put their component of the plan on hold. Midtown is the largest and most dominant retail centre in Saskatoon. The strategy in the original vision for the City Centre was to renovate and expand the retail/office component to be the preeminent complex in the province. The City worked with Midtown providing tax incentives to assist in turning the exciting new plans into reality. In the summer of 2016 Midtown commenced construction on the $84M project. The first phase was a complete renovation and remodelling of the existing retail complex and office building lobby. In the second phase an old Sears store was redeveloped into a modern food hall and additional new retail stores. The project, spanning over 4 years is in the final stages of construction. The project is being completed on schedule and on budget. Discussions have recently recommenced with the City who are reconsidering there plans for a new convention centre. The City’s plans also potentially include a new hockey stadium.