HomeMy WebLinkAboutOctober 6, 2021 - Special Council
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Special Council Meeting Agenda
October 6, 2021
Electronic Meeting
3:30 pm
Parts of this Meeting will be In Camera in accordance with the provisions of Section 239 (2) of
the Municipal Act and Procedural By-law 7665/18, in that the matters to be discussed (Item 3.1)
relate to advice that is subject to solicitor-client privilege, including communications necessary
for that purpose.
Page
1.Roll Call
2.Disclosure of Interest
3.In Camera Matters
3.1 Verbal Update from the Director, Corporate Services & City Solicitor
Re: Report LEG 17-21
City of Pickering Joint Venture Agreement with Dorsay (Pickering) Limited,
Lakeridge Health Hospital Request for Proposal
4.Delegations
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maintain physical distancing, members of the public may provide a verbal
delegation to Members of Council via electronic participation. To register as a
delegate for any items listed under Section 5 of the agenda, visit
www.pickering.ca/delegation, and complete the on-line delegation form or email
clerks@pickering.ca.
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clerks@pickering.ca
1
Special Council Meeting Agenda
October 6, 2021
Electronic Meeting
3:30 pm
5. Matters for Consideration
5.1 Director, Corporate Services & City Solicitor, Report LEG 17-21
City of Pickering Joint Venture Agreement with Dorsay (Pickering) Limited,
Lakeridge Health Hospital Request for Proposal
Recommendation:
1. That the attached Joint Venture Agreement between The
Corporation of the City of Pickering and Dorsay (Pickering) Limited
regarding the Lakeridge Health Hospital Proposal Call be approved
(Attachment No. 1 to this Report);
2. That the Mayor and City Clerk be authorized to execute the said
Joint Venture Agreement, subject to minor revisions agreeable to
the Chief Administrative Officer and the Director, Corporate
Services & City Solicitor;
3. That, pursuant to Paragraph 7.1(c) of the Joint Venture Agreement,
the Chief Administrative Officer be authorized to appoint two
individuals to represent the City for the purposes of the Joint
Venture Agreement; and,
4. That appropriate City of Pickering officials be authorized to take the
actions necessary to give effect to this report.
6. Confirmation By-law
7. Adjournment
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Committee Coordinator
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clerks@pickering.ca
Report to
Council
Report Number: LEG 17-21
Date: October 6, 2021
From: Paul Bigioni
Director, Corporate Services & City Solicitor
Subject: City of Pickering Joint Venture Agreement with Dorsay (Pickering) Limited,
Lakeridge Health Hospital Request for Proposal
- File: L-4610
Recommendation:
1. That the attached Joint Venture Agreement between The Corporation of the City of
Pickering and Dorsay (Pickering) Limited regarding the Lakeridge Health Hospital
Proposal Call be approved (Attachment No. 1 to this Report);
2. That the Mayor and City Clerk be authorized to execute the said Joint Venture
Agreement, subject to minor revisions agreeable to the Chief Administrative Officer and
the Director, Corporate Services & City Solicitor;
3. That, pursuant to Paragraph 7.1(c) of the Joint Venture Agreement, the Chief
Administrative Officer be authorized to appoint two individuals to represent the City for
the purposes of the Joint Venture Agreement; and
4. That appropriate City of Pickering officials be authorized to take the actions necessary to
give effect to this report.
Executive Summary: For the purposes of making a proposal to host a new Lakeridge
Health hospital in Pickering, the City must secure a site on which the hospital can be built. A
suitable site in Pickering has been tentatively identified at 2795 Concession 7 Road, Pickering,
legally described as Concession 6, Part Lots 7 and 8, RP 40R-12854 PT Part 1; PIN
264000138. The site is owned by Dorsay (Pickering) Limited (“Dorsay”). Dorsay is willing to
donate the site for the purposes of the new hospital. By entering into the attached Joint
Venture Agreement, the City will obtain the legal right to have the site transferred to Lakeridge
Health.
Financial Implications: There are no direct financial implications arising from this Report.
Dorsay is willing to donate the site for the new hospital free of cost.
Discussion: On August 30, 2021, City Council approved the allocation of funding
to develop a response to the Lakeridge Health Proposal Call for a new hospital site (Report
CAO 05-21). The terms of the Proposal Call require that the City have the unconditional right
to convey the property proposed as the new hospital site. A suitable site in Pickering has been
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LEG 17-21 October 6, 2021
Subject: Joint Venture Agreement Page 2
tentatively identified at 2795 Concession 7 Road, Pickering, legally described as Concession
6, Part Lots 7 and 8, RP 40R-12854 PT Part 1; PIN 264000138. The site is owned by Dorsay.
Dorsay is willing to donate the site for the purposes of the new hospital.
To secure the commitment of Dorsay to donate the site, staff recommend that the City approve
and execute the attached Joint Venture Agreement (Attachment No. 1). The Joint Venture
Agreement contains the commitment of Dorsay to transfer the proposed hospital site to
Lakeridge Health for one dollar. On the basis of this commitment, a proposal to host the new
hospital in Pickering can then be submitted to Lakeridge Health.
Attachments:
1.Joint Venture Agreement
Prepared/Endorsed By:
Original Signed By:
Paul Bigioni
Director, Corporate Services & City Solicitor
PB:ks
Recommended for the consideration
of Pickering City Council
Marisa Carpino, M.A.
Chief Administrative Officer
Original Signed By:
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT
Made as of October 6, 2021
Between
THE CORPORATION OF THE CITY OF PICKERING
and
DORSAY (PICKERING) LIMITED
Attachment 1 to Report LEG 17-21
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
TABLE OF CONTENTS [NTD: to be revised as per changes to Agreement]
RECITALS ......................................................................................................................................1
ARTICLE 1 – INTERPRETATION ................................................................................................1
1.1 Definitions ..................................................................................................................1
1.2 Governing Law ...........................................................................................................3
1.3 Severable Covenants ..................................................................................................3
1.4 Headings and Table of Contents ................................................................................3
1.5 Number, Gender and Person ......................................................................................3
1.6 References ..................................................................................................................4
1.7 Business Days ............................................................................................................4
1.8 Statute References ......................................................................................................4
1.9 Time ...........................................................................................................................4
1.10 Schedules ....................................................................................................................4
ARTICLE 2 – TERM.......................................................................................................................4
2.1 Term ...........................................................................................................................4
2.2 Termination by the City .............................................................................................5
ARTICLE 3 – SCOPE AND NATURE OF JOINT VENTURE ....................................................5
3.1 Establishment of Joint Venture ..................................................................................5
3.2 Scope of Agreement ...................................................................................................5
3.3 Availability of Lands ..................................................................................................6
3.4 Several Liability .........................................................................................................6
3.5 Limitation on Recourse ............................................ Error! Bookmark not defined.
3.6 Waiver of Right of Partition ..................................... Error! Bookmark not defined.
3.7 Waiver of Sale .......................................................... Error! Bookmark not defined.
3.8 Duties and Attention of Members ..............................................................................6
3.9 Other Undertakings of Members ................................................................................7
3.10 Indemnity for Loans from Unauthorized Acts ...........................................................7
3.11 Indemnity ................................................................. Error! Bookmark not defined.
3.12 The City Representations and Warranties ..................................................................7
3.13 Dorsay Representations and Warranties ....................................................................7
ARTICLE 4 – TITLE TO LANDS ..................................................................................................8
4.1 Registration of Lands .................................................................................................8
4.2 Dorsay Covenants In Regard to Lands .......................................................................8
4.3 Indemnities .................................................................................................................9
ARTICLE 5 – MANAGEMENT AND OPERATION ...................................................................9
5.1 Management of the Joint Venture ..............................................................................9
5.2 Information on Lands ............................................... Error! Bookmark not defined.
5.3 Decisions ....................................................................................................................9
ARTICLE 6 – PROHIBITIONS ON DISPOSITION OF JOINT VENTURE INTERESTS .........9
6.1 General Prohibition ....................................................................................................9
6.2 Corporate Changes ................................................... Error! Bookmark not defined.
ARTICLE 7 – DEFAULT ......................................... ERROR! BOOKMARK NOT DEFINED.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
7.1 Default ...................................................................... Error! Bookmark not defined.
ARTICLE 8 – ORGANIZATION OF PICKERING-DURHAM HEALTH JOINT VENTURE ...9
8.1 Directors .....................................................................................................................9
8.2 Execution of Instruments and Indemnities ...............................................................10
ARTICLE 9 – GENERAL .............................................................................................................10
9.1 Notice .......................................................................................................................10
9.2 No Partnership ..........................................................................................................11
9.3 Compliance with Planning Act ................................................................................11
9.4 Pickering-Durham Health Joint Venture Name .......................................................12
9.5 Non-Waiver ..............................................................................................................12
9.6 Rights of Members Independent ..............................................................................12
9.7 Further Assurances ...................................................................................................12
9.8 General .....................................................................................................................12
9.9 No Registration ........................................................................................................12
9.10 Remedies Cumulative ..............................................................................................13
9.11 Entire Agreement .....................................................................................................13
9.12 Amendments .............................................................................................................13
9.13 Accounting Principles .............................................. Error! Bookmark not defined.
9.14 Counterparts .............................................................................................................13
9.15 Obligations as covenants ..........................................................................................13
9.16 Survival ....................................................................................................................13
Schedule A – Legal Description of Lands
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
JOINT VENTURE AGREEMENT
This Agreement is made as of October 6, 2021, between
THE CORPORATION OF THE CITY OF PICKERING (the “City”)
and
DORSAY (PICKERING) LIMITED (“Dorsay”)
RECITALS
A. Lakeridge Health (“Lakeridge”) issued a proposal call on September 21, 2021 (the
“Proposal”) to identify a site for a proposed new hospital;
B. The City and Dorsay intend to submit a proposal jointly on the terms and conditions as
outlined in this Agreement (the “Bid Proposal”);
C. As of the date hereof, Dorsay is the legal and beneficial owner of lands within the City
that the Parties propose to submit as a candidate site for the Lakeridge proposal call (the
“Lands”);
D. In connection with this Agreement and on condition that the Bid is successful and
Lakeridge enters into a contract with Dorsay for the purchase and sale of the Land in compliance
with the Bid criteria and requirements, Dorsay shall transfer legal and beneficial title to the
Lands to Lakeridge;
E. The City will be responsible for preparing and submitting the Bid Proposal and for the
costs associated with it;
F. The Members desire that their interests in the Bid Proposal and their respective rights and
obligations with and to each other in respect of the Joint Venture be governed by the terms and
conditions of this Agreement; and
G. In accordance with, and subject to, the terms of this Agreement, the Members have
agreed to undertake certain obligations with respect to the Lands and the Bid Proposal.
FOR VALUE RECEIVED, the receipt and sufficiency is hereby acknowledged, the Parties agree
as follows:
ARTICLE 1 – INTERPRETATION
1.1 Definitions
In this Agreement, unless there is something in the subject matter or context inconsistent
therewith:
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
(1) Affiliate and Associate have the meanings ascribed to such terms in the Securities Act
(Ontario) as in force at the date hereof.
(2) Agreement, “this Agreement”, “the Agreement”, “hereto”, “herein”, “hereby”,
“hereunder” and similar expressions refer to this Agreement as amended from time to time.
(3) Business Day means any day other than a Saturday, Sunday, a statutory holiday in
Ontario.
(4) Encumbrance means any charge, mortgage, lien, pledge, claim, restriction, security
interest or other encumbrance whether created or arising by agreement, statute or otherwise at
law, attaching to property, interests or rights and shall be construed in the widest possible terms
and principles known under the law applicable to such property, interests or rights and whether
or not they constitute specific or floating charges as those terms are understood under the laws of
the Province of Ontario.
(5) Event of Default means, a Member:
(a) making a Transfer of the whole or any part of, or any undivided interest in, the
Lands contrary to the terms hereof, and such Transfer is not unwound or reversed
within five (5) Business Days of the occurrence thereof; or
(b) failing to observe, perform or keep any of such Member’s covenants, agreements
or obligations hereunder, and such Member shall not have commenced in good
faith to cure such failure within ten (10) Business Days of written notice, or
following such commencement shall not have, within a reasonable time thereafter
having due regard to the nature and extent of such failure, prosecuted to
completion, with diligence and continuity, the curing thereof; or
(c) in the case of Dorsay having its interest in the Lands or any part thereof seized or
taken in execution or attachment or by other similar action by any creditor of
Dorsay.
(6) “Government Authority means any person, body, department, bureau, agency, board,
tribunal, commission, branch or office of any federal, provincial, regional or local municipal
government having jurisdiction over part or all of the Lands, the transactions contemplated by
this Agreement and/or one or more of the Co-Owners and shall include a board or association of
insurance underwriters.
(7) Joint Venture means the joint venture established by the Members under Article 3 of this
Agreement.
(8) Lands means those lands situate in the City Pickering, Province of Ontario, as more
particularly described in Schedule A.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
(9) Member means any of the City or Dorsay, and their respective successors and permitted
assigns, from time to time.
(10) Members means the City and Dorsay collectively.
(11) Non-Defaulting Member means a Member that is not a Defaulting Member.
(12) Party means each of the City and Dorsay and their respective successors and permitted
assigns, from time to time; and Parties means, collectively, the Members.
(13) Permission has the meaning ascribed thereto in Section 6.1.
(14) Person means any natural person, corporation, division of a corporation, partnership,
trust, joint venture, association, company, estate, unincorporated organization or government or
any agency or political subdivision thereof.
(15) Transfer has the meaning ascribed thereto in Section 6.1.
1.2 Governing Law
This Agreement shall be governed by the laws of the Province of Ontario and the laws of
Canada applicable therein.
1.3 Severable Covenants
If any covenant, obligation or agreement set forth herein 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 and agreement to persons or
circumstances other than those as to which it is held invalid or unenforceable shall not be
affected thereby and each such covenant, obligation and agreement shall be separately valid and
enforceable to the fullest extent permitted by law.
1.4 Headings and Table of Contents
The division of this Agreement into Sections, the insertion of headings, and the provision
of a table of contents are for convenience of reference only and are not to be considered in, and
shall not affect, the construction or interpretation of any provision of this Agreement.
1.5 Number, Gender and Person
Words importing the singular shall include the plural and vice versa, and words importing
gender shall include the masculine, feminine and neuter genders, and words importing person
shall include body politic or corporate where the context so requires.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
1.6 References
Where in this Agreement reference is made to an article or section, the reference is to an
article or section in this Agreement unless the context indicates the reference is to some other
agreement.
1.7 Business Days
If any payment is required to be made or other action is required to be taken pursuant to
this Agreement on a day which is not a Business Day, then such payment or action shall be made
or taken on the next Business Day. All actions to be made or taken by a particular Business Day
must be made or taken by no later than 6pm (Toronto time) on a Business Day and any action
made or taken thereafter shall be deemed to have been made and received on the next Business
Day.
1.8 Statute References
Any reference in this Agreement to any statute or any section thereof shall, unless
otherwise expressly stated, be deemed to be a reference to such statute or section as amended,
restated or re-enacted from time to time.
1.9 Time
Time shall be of the essence of this Agreement, except as specifically provided in this
Agreement.
1.10 Schedules
The following schedules are attached to and are incorporated in this Agreement by
reference and are deemed to be part hereof:
Schedule A – Legal Description of Lands
ARTICLE 2– TERM
2.1 Term
This Agreement shall come into force and effect as of the date hereof and shall continue
in force and effect until the completion in full of the Transfer of the Lands to Lakeridge, unless
this Agreement and the Joint Venture constituted hereby is otherwise terminated upon written
agreement by the Members, or otherwise in accordance with the provisions hereof.
2.2 Amendments
This Agreement may be amended in writing only when agreed to by both Parties, for the
purpose of responding to the Bid Proposal and prior to the Lakeview Bid Proposal Stage 2
submission deadline.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
2.3 Termination by the City
The City shall have the right, in its sole and unfettered discretion until such time as an
agreement is entered into with Lakeridge that is binding on the Parties hereto, to terminate this
Joint Venture at any time, upon not less than ten (10) days written notice and upon such
termination, the Parties will be released from all obligations under this Agreement. The City
shall not have any obligation to Dorsay for any costs incurred in connection with this Agreement,
any severance applications initiated by Dorsay in anticipation of effecting the Transfer, or for
any other cost, claim or expense.
2.4 Termination by Dorsay
Dorsay shall have the right, in its sole and unfettered discretion until such time as an
agreement is entered into with Lakeridge that is binding on the Parties hereto, to terminate this
Joint Venture at any time, upon not less than ten (10) days written notice and upon such
termination, the Parties will be released from all obligations under this Agreement. Dorsay shall
not have any obligation to the City for any costs, claim or expense incurred in connection with
this Agreement.
ARTICLE 3– SCOPE AND NATURE OF JOINT VENTURE
3.1 Establishment of Joint Venture
The Members, each expressly relying on the warranties, representations and covenants
herein set forth, hereby establish a Joint Venture for the purpose of governing their respective
rights and obligations to and with each other with respect to the Lands and providing for the
completion of the Transfer of the Lands to Lakeridge pursuant to an option or agreement of
purchase and sale as contemplated in the Bid Proposal.
3.2 Purpose of Joint Venture
The purpose of the Joint Venture is to provide a mechanism by which the City as the
planning regulatory authority and Dorsay as the owner of the Land, can respond to the Proposal
Call issued by Lakeridge. It is the intention of both Parties that they will work together and will
each provide the resources identified in section 3.3, necessary to be successful and win the Bid
and to protect the Land for a proposed future hospital.
3.3 Scope of Agreement
The Members hereby agree that this Agreement shall govern and define their respective
rights, benefits, liabilities, obligations, interests and powers as Members:
(a) Dorsay will contribute the Lands including the cost of obtaining the required
severance and completing the transfer to Lakeview, to be contributed by Dorsay;
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
(b) The City will ensure the timely preparation of the Bid Proposal and will be
responsible for all related costs including consultants, studies and expert reports
determined necessary or appropriate by the City; and
3.4 Availability of Lands
Dorsay hereby agrees that its contribution to the Joint Venture is to make available the
Lands to the Joint Venture for the purposes, subject to terms and conditions, in accordance with
this Agreement and the Lakeridge Proposal.
3.5 Dorsay to be Provided with Copies of All Bid Documentation and Reports
The City will provide Dorsay with copies of all expert reports and documents prepared by
or on behalf of the City for the purpose of submitting the Bid Proposal within three (3) business
days of receipt of same, and following review Dorsay will advise the City in writing of any
errors noted or concerns it has regarding the contents of same.
3.6 Joint Venture Expenses
The Parties will each bear all costs and expenses incurred by them relating to any aspect
of entering into this Joint Venture, including but not limited to each Member’s due diligence
process, participation in meetings, and preparation of required documentation determined
necessary leading up to execution of this Agreement.
3.7 Several Liability
The obligations of each Member with respect to the Agreement and all contracts and
obligations entered into by or on behalf of the Members in connection therewith shall, in every
case, be several to the extent of the Joint Venture Proportion of such Member and not joint, and
not joint and several, unless expressly otherwise herein provided or agreed to in writing by the
Members. Each Member shall ensure that all contracts entered into, or liabilities incurred, by or
on behalf of the Members with third parties shall be stated to be on a several basis. For greater
certainty, Dorsay shall enter into the agreement of purchase and sale for the Lands with
Lakeridge.
3.8 Duties and Attention of Members
(a) Each Member shall devote such time and attention to the Joint Venture and the
performance of the obligations set forth in this Agreement to permit and promote
the sale of Lands in accordance with the terms and conditions of this Agreement
and with the objective of meeting all requirements presented by Lakeridge as part
of the Stage 1 Proposal Submission or the Stage 2 Site Proposal Submission.
(b) Each Member covenants and agrees to perform, discharge and exercise the
powers, duties and discretions entrusted, allocated or reserved to it hereunder, or
as a result hereof, in good faith and to the best interest of the Joint Venture, and
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
that, in connection therewith, it shall exercise that degree of care, diligence and
skill that a reasonable prudent professional owner of similar property would
exercise in comparable circumstances, but in no event shall it be liable to another
Party hereto for any error of judgement or for any mistake of fact or law or for
anything else which it may do or refrain from doing in connection with the
management or supervision of the Joint Venture, except in cases of its wilful
deceit or gross negligence.
3.9 Other Undertakings of Members
(a) Without limiting the generality of the foregoing, except as hereinafter set forth,
each Member shall have the free and unrestricted right independently to engage in
and receive the full benefits of any and all business endeavours of any sort
whatsoever provided, however, that such endeavours shall not be competitive
with the Joint Venture, without consulting the other or inviting or allowing the
others to participate therein.
(b) No Member shall be under any fiduciary or other duty to another Member which
will prevent it from engaging in or enjoying the benefits of competing endeavours
within the general scope of the endeavours contemplated by this Agreement.
3.10 Indemnity for Loans from Unauthorized Acts
3.11 The City Representations and Warranties
The City represents and warrants as follows to the other Members as at the date hereof:
(1) The City is not a non-resident of Canada for the purposes of the Income Tax Act
(Canada);
(2) There is not now any agreement binding upon the City that will be violated by the
execution and delivery of this Agreement or will prevent the performance or satisfaction by the
City of any term or condition in this Agreement; and
(3) there is no litigation, claim which could result in litigation, judicial or administrative
action, statutory proceeding, judgement or order which could, in any manner whatsoever, affect
the City’s interest in the Joint Venture.
(4) The City has the legal authority to enter into this Joint Venture agreement.
3.12 Dorsay Representations and Warranties
Dorsay represents and warrants as follows to the other Members as at the date hereof:
(1) Dorsay is not a non-resident of Canada for the purposes of the Income Tax Act (Canada);
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
(2) Dorsay holds legal and beneficial title to the Land free and clear of all Encumbrances
and, subject to the provisions of Article 6 hereof, Dorsay will continue to hold beneficial and
legal title to its interest in the Joint Venture free and clear of all Encumbrances for the entire term
of this Agreement but subject always to the terms of this Agreement;
(3) Dorsay has not granted to any third party any option or right capable of becoming an
agreement or option for the purchase or acquisition of any or all of Dorsay’s interest in the Joint
Venture;
(4) There is not now any agreement binding upon Dorsay that will be violated by the
execution and delivery of this Agreement or will prevent the performance or satisfaction by
Dorsay of any term or condition in this Agreement; and
(5) There is no litigation, claim which could result in litigation, judicial or administrative
action, statutory proceeding, judgement or order which could, in any manner whatsoever, affect
Dorsay’s interest in the Joint Venture.
ARTICLE 4 – TITLE TO LANDS
4.1 Registration of Lands
Dorsay confirms its agreement to make available the Lands to, and for all purposes of,
the Joint Venture in accordance with this Agreement and agrees to deal with the Lands for Joint
Venture purposes in accordance with this Agreement including, not to limit the generality of the
foregoing, executing:
(1) the option agreement and/or agreement of purchase and sale negotiated through the Bid
process;
(2) all Transfers/Deeds of Lands granting conveyances of the Lands to Lakeridge for $1;
(3) undertake to obtain, at the sole cost of Dorsay, any severance required to permit Dorsay
to transfer the Lands to Lakeridge; and
(4) such other documentation as may be required for Joint Venture purposes and agreed to
between the Parties.
4.2 Dorsay Covenants In Regard to Lands
No Encumbrances. Dorsay agrees not to cause or allow any Encumbrance to be
registered against, or to affect, the Lands. In the event that any Encumbrance should arise or be
registered against the Lands Dorsay agrees to have such Encumbrance discharged at its sole cost
and expense in accordance with the terms of the option to purchase or agreement of purchase and
sale as contemplated by the Bid. For clarity, Dorsay will use reasonable efforts with regard to
any Encumbrances registered by a Government Authority
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
4.3 Indemnities
Mutual Indemnity. Each of the Members agrees to indemnify, defend and hold each of
the other Members harmless from and against any and all damages, claims, losses, liabilities,
expenses, actions, lawsuits and other proceedings, judgements, awards and costs (including
solicitor’s costs on a solicitor and his own client basis) incurred by any or all of the others as a
result of or arising directly or indirectly, in whole or in part, out of the creation of any
Encumbrance excluding those registered by a Government Authority, which affects title to the
Lands arising directly or indirectly as a result of the other’s actions.
ARTICLE 5 – MANAGEMENT AND OPERATION
5.1 Management of the Joint Venture
Subject to Article 7 and Section 5.3 hereof, the overall management and control of the
business and affairs of the Joint Venture shall be vested in the City.
5.2 Decisions
Notwithstanding any provisions contained herein, no act shall be taken, sum expended,
decision made or obligation incurred by the Joint Venture or any Member with respect to a
matter within the scope of any decisions unless such of the decisions have been agreed to by both
the City and Dorsay in writing.
ARTICLE 6 – PROHIBITIONS ON DISPOSITION OF JOINT VENTURE INTERESTS
6.1 General Prohibition
Dorsay shall not Transfer any interest in the Lands or the Joint Venture, except:
(1) pursuant to the terms of this Agreement; or
(2) with the express written consent of all the other Member (“Permission”), acting
reasonably.
and any purported Transfer, in contravention hereof shall be absolutely null and void and
of no effect whatsoever at law or in equity.
ARTICLE 7 – ORGANIZATION OF PICKERING-DURHAM HEALTH JOINT
VENTURE
7.1 Directors
(a) The Joint Venture is not legally incorporated. The directors of Pickering-Durham
Health Joint Venture shall be natural persons to be appointed by the each of the
Members.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
(b) The role of the directors is to provide advice and guidance to the City as it
responds to the Bid Proposal and any amendments or additions that may arise,
particularly regarding the Stage 2 Proposal Submission Requirements;
(c) Each Member shall appoint two directors.
(d) Decisions shall be made by unanimous consent.
7.2 Execution of Instruments and Indemnities
The agreement of purchase and sale and/ or the option and all documents intended to give
effect to the completion of the transfer of the Lands to Lakeridge, including, Transfers and other
documents dealing with an interest in the Lands shall be negotiated and executed by Dorsay
alone, provided however, that Dorsay shall abide by the terms and spirit of this Joint Venture
Agreement.
ARTICLE 8 – GENERAL
8.1 Notice
(1) All notices or other communications authorized or required to be given pursuant to this
Agreement shall be in writing and either delivered by hand, telefax transmission or mailed by
registered, first-class, postage prepaid to:
(a) In the case of the City:
One The Esplanade
Pickering ON L1V 6K7
Attention: Fiaz Jadoon
Email: fjadoon@pickering.ca
with a copy of the notice to:
McMillan LLP
Brookfield Place, Suite 4400
181 Bay Street Toronto ON M5J 2T3
Attention: J. Scott Martyn
Email: scott.martyn@mcmillan.ca
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
(b) In the case of Dorsay
Dorsay (Pickering) Limited
130 Adelaide Street West
Suite 2200
Toronto ON M5H 3P5
Attention: Geoffrey Grayhurst
Email: ggrayhurst@dorsay.ca
with a copy of the notice to:
Dentons Canada LLP
77 King Street West, Suite 400
Toronto, ON M5K 0A1
Attention: Katarzyna Sliwa
Email: kat.sliwa@dentons.com
(2) Any Party may change its address for service under this Section 8.1 by notice to the other
Party given in the same manner provided by this Section.
(3) Any such notice or other communication shall be deemed to have been given and
received, if delivered, on the day on which it was delivered, if a Business Day and if not on the
next Business Day, if transmitted by telefax on the day of transmission and acknowledged
receipt, if a Business Day and if not on the next Business Day, and, if mailed, on the third
Business Day following the day on which it was mailed (except in the case of any actual or
anticipated disruption of the postal service, when notices shall be delivered or transmitted by
fax).
8.2 No Partnership
Nothing herein contained or otherwise arising herefrom shall constitute the Members as
partners with one another, nor shall anything herein constitute or to be deemed to constitute any
of the Members as agent for one another, except as expressly provided herein.
8.3 Compliance with Planning Act
This Agreement and every transaction to be completed pursuant to this Agreement is
subject to compliance with the Planning Act of Ontario. Where any Planning Act consent is
necessary, both Parties are deemed to have an interest therein and shall co-operate in bringing an
application for such consent as expeditiously as possible, and both Parties shall execute all
documents and make all attendances as may be requisite in accordance therewith.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
8.4 Pickering-Durham Health Joint Venture Name
Each of the City and Dorsay acknowledges that it has no right, title or interest in the
name “Pickering-Durham Health Joint Venture”, or any trademark, logo or other identification
feature particular to Pickering-Durham Health Joint Venture, or any part thereof, and that the
name “Pickering-Durham Health Joint Venture” and any trademark, logo or identification feature
particular to Pickering-Durham Health Joint Venture are the property of both the City and
Dorsay jointly.
8.5 Non-Waiver
No consent to or waiver of any breach or default by any of the Members 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 Member of the same or any
other obligations of such Member hereunder. Failure on the part of any Member to complain of
any act or failure to act of another Member or to declare another Member in default, irrespective
of how long such failure continues, shall not constitute a waiver by such Member of its rights
hereunder.
8.6 Rights of Members Independent
The rights available to each Member 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 Member from time to time and no such
exercise shall exhaust the rights or preclude the other Members from exercising any one or more
of such rights or combination thereof from time to time thereafter or simultaneously.
8.7 Further Assurances
Each of the parties may from time to time hereafter and upon any reasonable request of
the other party make or cause to be made all such further acts, deeds, assurances and things as
may be required to more effectively implement the true intent of this Agreement. The requesting
party shall pay the reasonable costs of the other party in providing such further acts, deeds,
assurances and things.
8.8 General
Except where this Agreement specifically provides otherwise, whenever in this
Agreement reference is made to any notice, consent, approval, leave, designation, requirement,
opinion, judgement, permission or discretion, the same shall be given, granted, determined,
required or exercised reasonably and without undue delay.
8.9 No Registration
The parties agree that this Agreement shall not be registered against title to the Lands.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
8.10 Remedies Cumulative
Each right, power and remedy provided for herein or now or hereafter existing at law, in
equity, by statute, or otherwise will be cumulative and concurrent and will be in addition to every
other right, power, or remedy provided for herein or now or hereafter existing at law, in equity,
by statute, or otherwise, and the exercise or beginning of the exercise or the forbearance of
exercise by either party of any one or more of its rights, powers, or remedies will not preclude
the simultaneous or later exercise by the party of any or all of its other rights, powers, or
remedies.
8.11 Entire Agreement
This Agreement constitutes the entire agreement between the Members, in their
capacities as Members of the Joint Venture, pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the Members and there are no warranties, representations
or other agreements between the Members in connection with the subject matter hereof except as
specifically set forth herein or in the Schedules attached hereto.
8.12 Amendments
This Agreement may not be modified or amended except with the written consent of all
the Members.
8.13 Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall be deemed to constitute one and
the same instrument. Counterparts may be executed either in original, by electronic means such
as DocuSign, or in faxed form and the Parties adopt any signatures received by a receiving fax
machine as original signatures of the Parties; provided, however, that any Party providing its
signature in such manner shall promptly forward to the other parties an original of the signed
copy of this Agreement which was so faxed.
8.14 Obligations as covenants
Each obligation of a Member to this Agreement, even though not expressed as a
covenant, is considered for all purposes to be a covenant.
8.15 Survival
The representations, warranties, covenants, indemnities and agreements contained in this
Agreement shall remain in full force and effect for the time period necessary to give effect
thereto, shall not merge on the termination of this Agreement and shall inure to the benefit of
each of the parties hereto and their respective successors and permitted assigns.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
- Signature pages follow -
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
IN WITNESS HEREOF the parties have executed this Agreement.
THE CORPORATION OF THE CITY OF
PICKERING
By:
Name: ●
Title: Authorized Signing Officer
By:
Name: ●
Title: Authorized Signing Officer
We have authority to bind the Corporation.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
DORSAY (PICKERING) LIMITED
By:
Name: ●
Title: President
By:
Name: ●
Title: Secretary
We have authority to bind the Corporation.
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LEGAL_37245264.2 JOINT VENTURE AGREEMENT
Schedule A – Legal Description of Lands
PIN No. ●
●
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