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May 24, 2022
Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca Members of the public may attend the meeting in person, or may observe the meeting proceedings by viewing the livestream. A recording of the meeting will also be available on the City’s website following the meeting. 6:00 pm In Camera Council Page 1.Roll Call 2.Invocation Mayor Ryan will call the meeting to order and lead Council in the saying of the Invocation. 3.Indigenous Land Acknowledgment Statement Mayor Ryan will read the Indigenous Land Acknowledgment Statement. 4.Disclosure of Interest 5.Adoption of Minutes Council Minutes, April 25, 2022 (Confidential In Camera Council Minutes, April 25, 2022, provided under separate cover) 1 Special Council Minutes, May 2, 2022 (Confidential In Camera Special Council Minutes, May 2, 2022, provided under separate cover) 29 Executive Committee Minutes, May 2, 2022 33 Planning & Development Committee Minutes, May 2, 2022 40 6.Presentations 7.Delegations Members of the public looking to provide a verbal delegation to Members of Council may do so either in person, or through a virtual audio telephone connection into the meeting. For more information, and to register as a delegate, visit www.pickering.ca/delegation, and complete the on-line delegation form or email clerks@pickering.ca. The list of delegates who have registered to speak will be called upon one by one by the Chair in the order in which they have registered. A maximum of 10 minutes shall be allotted for each delegation. Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca Please be advised that your name and address will appear in the public record and will be posted on the City’s website as part of the meeting minutes. 7.1 Anthony Lue, Member, Accessibility Advisory Committee (Virtual) John McLellan, Stakeholder Member, Accessibility Advisory Committee (Virtual) David Wysocki, Member, Accessibility Advisory Committee (Virtual) Re: Corr. 24-22 Accessibility Advisory Committee 2021 Year End Report and 2022 Proposed Work Plan 7.2 Floyd Heath, Chair, Pickering Anti-Black Racism Taskforce (Virtual) Re: Corr. 25-22 Pickering Anti-Black Racism Taskforce 2021-22 Year to Date Report and Proposed 2022 Work Plan 8. Correspondence 8.1 Corr. 20-22 46 Chris Harris, Town Clerk, Town of Whitby Re: Ontario Bill 109 – More Homes for Everyone Act, 2022 Recommendation: 1. That Corr. 20-22, from Chris Harris, Town Clerk, Town of Whitby, dated April 26, 2022, regarding Ontario Bill 109 – More Homes for Everyone Act, 2022, be received and endorsed; and, 2. That a copy of this Resolution be forwarded to the Premier of Ontario, the Minister of Municipal Affairs and Housing, and the Member of Provincial Parliament, Pickering-Uxbridge. 8.2 Corr. 21-22 64 Melissa Lawr, Deputy Clerk – Legislation, Town of Halton Hills Re: Build it Right the First Time Recommendation: 1. That Corr. 21-22, from Melissa Lawr, Deputy Clerk – Legislation, Town of Halton Hills, dated April 20, 2022, regarding Build it Right the First Time, be received and endorsed; and, Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca 2. That a copy of this Resolution be forwarded to the Minister of Municipal Affairs and Housing. 8.3 Corr. 22-22 68 Alexander Harras, Regional Clerk/Director of Legislative Services, The Regional Municipality of Durham Re: Modified Vehicles in Durham Region Recommendation: 1. That Corr. 22-22, from Alexander Harras, Regional Clerk/Director of Legislative Services, The Regional Municipality of Durham, dated April 27, 2022, regarding Modified Vehicles in Durham Region, be received and endorsed; and, 2. That a copy of this Resolution be forwarded to the Minister of Transportation, All Durham MPP’s, the Durham Regional Police Service, the Ontario Provincial Police, and the Durham Region Roundtable on Climate Change. 8.4 Corr. 23-22 70 Sarah Douglas-Murray, Director, Community Services, City of Pickering Re: Cultural Advisory Committee 2021 Report & 2022 Work Plan Recommendation: That Corr. 23-22, from Sarah Douglas-Murray, Director, Community Services, City of Pickering, dated May 24, 2022, regarding the Cultural Advisory Committee 2021 Report & 2022 Work Plan, be received for information. 8.5 Corr. 24-22 72 Timothy Higgins, Accessibility Coordinator, City of Pickering Re: Accessibility Advisory Committee 2021 Year End Report and 2022 Proposed Work Plan Recommendation: Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca That Corr. 24-22, from Timothy Higgins, Accessibility Coordinator, City of Pickering, dated May 13, 2022, regarding the Accessibility Advisory Committee 2021 Year End Report and 2022 Proposed Work Plan be received for information. 8.6 Corr. 25-22 84 Jaclyn San Antonio, Senior Advisor, Equity, Diversity & Inclusion, City of Pickering Re: Pickering Anti-Black Racism Taskforce 2021-22 Year to Date Report and Proposed 2022 Work Plan Recommendation That Corr. 25-22, from Jaclyn San Antonio, Senior Advisor, Equity, Diversity & Inclusion, City of Pickering, dated May 16, 2022, regarding the Pickering Anti-Black Racism Taskforce 2021-22 Year to Date Report and Proposed 2022 Work Plan be received for information. 9. Report EC 05-22 of the Executive Committee held on May 2, 2022 Refer to Executive Committee Agenda pages: 9.1 Director, Corporate Services & City Solicitor, Report CLK 03-22 1 Restricted Acts after Nomination Day (Lame Duck Period) - Delegation of Authority under Section 275 of the Municipal Act Recommendation: 1. That Report CLK 03-22, regarding Restricted Acts after Nomination Day (Lame Duck Period), Delegation of Authority under Section 275 of the Municipal Act, be received; 2. That the draft By-law, included as Attachment #1 to Report CLK 03- 22, be approved and brought forward for enactment at the May 24, 2022 Meeting of Council; and, 3. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this Report. 9.2 Director, Engineering Services, Report ENG 12-22 8 Pine Creek Erosion Assessment Municipal Class EA Study Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca - Consulting and Professional Services Recommendation: 1. That Council approve the hiring of Aquafor Beech Ltd. for consulting and professional services for the preparation of the Pine Creek Erosion Assessment Municipal Class Environmental Assessment (EA) Study, in accordance with Purchasing Policy Item 10.03 (c), as the assignment is above $50,000.00; 2. That the fee proposal submitted by Aquafor Beech Ltd. for consulting and professional services for the preparation of the Pine Creek Erosion Assessment Municipal Class EA Study, in the amount of $84,976.00 (HST included) be accepted; 3. That the total gross project cost of $110,876.00 (HST included), including the fee amount and other associated costs, and the total net project cost of $99,847.00 (net of HST rebate) be approved; 4. That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $99,847.00 as follows: a) the sum of $86,867.00 as approved in the 2022 Current Budget, to be funded from Property Taxes; b) the sum of $12,980.00 as approved in the 2022 Current Budget, to be funded by a transfer from the Development Charges Reserve Fund – Stormwater Management; and, 5. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 9.3 Director, Engineering Services, Report ENG 13-22 14 Consulting and Professional Services for the Detailed Design for Maintenance and Retrofit of the Lisgoold Stormwater Management Pond Recommendation: 1. That Council approve the hiring of TYLin International Canada Inc. for Consulting and Professional Services for the Detailed Design for the Maintenance and Retrofit of the Lisgoold Stormwater Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca Management Pond in accordance with Purchasing Policy 10.03 (c), as the assignment is above $50,000.00; 2. That the fee proposal submitted by TYLin International Canada Inc. for Consulting and Professional Services for the Detailed Design for the Maintenance and Retrofit of the Lisgoold Stormwater Management Pond in the amount of $181,359.35 (HST included) be accepted; 3. That the total gross project cost of $209,440.00 (HST included), including the fee amount and other associated costs, and the total net project cost of $188,607.00 (net of HST rebate) be approved; 4. That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $188,607.00 from the Storm Water Management Reserve Fund; and, 5. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 9.4 Director, Finance & Treasurer, Report FIN 08-22 21 2021 Year End Audit (Interim) Recommendation: It is recommended that the Audit Service Plan as submitted by Deloitte LLP, set out in Attachment 1 to this report, be received for information. 9.5 Fire Chief, Report FIR 01-22 41 Community Emergency Management Program (CEMP) and Community Emergency Management Plan - Proposed Housekeeping Amendments Recommendation: 1. That Report FIR 01-22 of the Fire Chief be received; 2. That the Mayor and Council hereby appoint Deputy Fire Chief Steve Boyd, Community Emergency Management Coordinator (CEMC) as Chair of the Community Emergency Management Program Committee; Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca 3. That the Mayor and Council hereby adopt the changes reflected in the report below as amended in the attached By-law; 4. That Council approve the attached draft Community Emergency Management Plan that includes the changes above and other minor housekeeping amendments; and, 5. That By-law 7620/18 and By-law 7746/20 be repealed in their entirety and that the attached draft By-law be enacted. 9.6 Director, City Development & CBO, Report PLN 23-22 100 Tree Protection Project - Project Findings Recommendation: 1. That Report PLN 23-22 of the Director, City Development & CBO, on the results of staff’s investigation into the implementation of a by- law for the protection of trees, and which responds to Item 2(c) of Council Resolution #428/20, be received for information; and, 2. That Council authorize staff to undertake a process to amend the existing Tree Protection By-law 6108/03, as amended, to afford greater protection to more trees within the City of Pickering, and which will include a public engagement process, and report back to Council. 10. Report PD 05-22 of the Planning & Development Committee held on May 2, 2022 Refer to Planning & Development Agenda pages: 10.1 Director, City Development & CBO, Report PLN 24-22 15 Zoning By-law Amendment Application A 06/21 Unique AT Holding Corporation Part of Lot 21, Concession 1 Now Parts 5, 10, 13, 19, 24, 27 to 30, 38, 41, 43 40R-31180 Recommendation: Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca 1. That Zoning By-law Amendment Application A 06/21, submitted by Unique AT Holding Corporation, to permit a high-density, mixed-use development consisting of 2 residential towers, having heights of 46 and 54 storeys, with a total of approximately 1,067 residential units, located on the north side of future Celebration Drive, be approved, and that the draft Zoning By-law Amendment, as set out in Appendix I to Report PLN 24-22, be finalized and forwarded to Council for enactment; 2. That Council grants an exemption in accordance with Section 45 (1.4) of the Planning Act, R.S.O. 1990; c. P.13 as amended, and permits the Committee of Adjustment to consider minor variance applications resulting from the processing of future site plan or building permit applications submitted by Unique AT Holding Corporation, for the lands municipally known as Part of Lot 21, Concession 1, Now Parts 5, 10, 13, 19, 24, 27 to 30, 38, 41, 43 40R-31180, before the second anniversary of the day on which an applicant-initiated zoning by-law amendment was enacted for the subject lands; and, 3. That Council authorize the Director, Corporate Services & City Solicitor to update the executed Master Development Agreement between the City and the participating landowners (Unique AT Holding Corporation and Universal City One Developments Inc.) to remove the pedestrian walkway along the west lot line connecting from the future Celebration Drive to the Pickering GO Station to the north, and to enlarge the parkland dedication to also account for the parkland requirements imposed on Universal City Six Developments Inc. in respect of the lands at 1010 Sandy Beach Road. 11. Reports – New and Unfinished Business 11.1 Director, Economic Development & Strategic Projects, Report CAO 04-22 94 Accommodation Needs Study Staff / Consultant Delegation Nicole Nguyen, Director, CBRE Hotels, CBRE Limited (In Person) Recommendation: Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca 1. That Report Number CAO 04-22, regarding the Accommodation Needs Study by CBRE Limited, be received; 2. That the Accommodation Needs Study, prepared by CBRE dated May 2021, be endorsed in principle; 3. Council authorize staff to enhance investment attraction opportunities, related to the development of a hotel in Pickering’s City Centre, as part of the City’s investment attraction program; and, 4. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated it this report. 11.2 Director, Economic Development & Strategic Projects, Report CAO 07-22 165 Employment Land Strategy Review Staff / Consultant Delegation Kelly Martel, Associate, Dillon Consulting Limited (Virtual) Antony Lorius, Principal, Lorius and Associates (Virtual) Recommendation: It is recommended that the Employment Land Strategy Slide Deck as submitted by Dillon Consulting Limited and Lorius and Associates, set out in Attachment 1 of this report, be received for information. 11.3 Chief Administrative Officer, Report CAO 08-22 180 Approval of Powerfully Informed initiative of the Pickering Anti-Black Racism Taskforce Recommendation: 1. That Council approve the Pickering Anti-Black Racism Taskforce (PABRT) led initiative, Powerfully Informed, per ADM 040 Boards and Advisory Committees of Council Policy; 2. That Council authorize staff to issue a park permit for the use of Esplanade Park by the PABRT, per CUL 070 Community Festivals Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca and Events Policy, for Powerfully Informed events on June 16, 2022 and July 25, 2022 for the purpose of hosting information sessions, subject to terms and conditions satisfactory to the Division Head, Public Affairs & Corporate Communications and the Chief Administrative Officer; and, 3. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 11.4 Director, Community Services, Report CS 10-22 185 Movie in the Park - Request to permit Esplanade Park Recommendation: 1. That Council authorize staff to issue a park permit for the use of Esplanade Park by Affiliation For Inspiring Youth Upliftment Enterprise (A.F.I.Y.U. Enterprise) on Friday, August 12, 2022 and the rain date of Saturday, August 13, 2022 for the purpose of hosting a free movie in the park to the general public, subject to terms and conditions satisfactory to the Director, Community Services and the Chief Administrative Officer; and, 2. That the appropriate officials of the City of Pickering be authorized to take the necessary action to give effect hereto. 11.5 Director, Engineering Services, Report ENG 09-22 189 Asphalt Resurfacing on Various City Streets - Tender No. T2022-4 Recommendation: 1. That Tender No. T2022-4 for Asphalt Resurfacing on Various City Streets as submitted by Viola Management Inc. in the total tendered amount of $2,877,081.14 (HST included) be accepted; 2. That Council authorize the consulting and professional services of Wood Environment & Infrastructure Solutions for materials testing services based on unit rates submitted at an estimated cost of Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca $113,000.00 (HST included) in accordance with Purchasing Policy Item 10.03 (c); 3. That the total gross project cost of $3,390,871.00 (HST included), including the tendered amount, material testing, a contingency and other associated costs, and the total net project cost of $3,053,584.00 (net of HST rebate) be approved; 4. That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $3,053,584.00 as follows: a) the sum of $3,022,579.00 as approved in the 2022 Roads Capital Budgets to be funded by a transfer from the Federal Gas Tax Reserve Fund; b) the sum of $31,005.00 as approved in the 2022 Roads Capital Budget to be funded from a provincial grant; and, 5. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 11.6 Director, Engineering Services, Report ENG 17-22 204 Beachfront Park - Master Plan – Detailed Design Recommendation: 1. That Council approve the hiring of The MBTW Group for Consulting and Professional Services for the preparation of detailed design drawings and tender specifications for the implementation of the Beachfront Park Master Plan, in accordance with Purchasing Policy Item 10.03 (c), as the assignment is above $50,000.00; 2. That the fee proposal submitted by The MBTW Group for Consulting and Professional Services for the preparation of detailed design drawings and tender specifications for the implementation of the Beachfront Park Master Plan in the amount of $432,349.30 (HST included) be accepted; Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca 3. That the total gross project cost of $549,587.00 (HST included), including the fee amount and other associated costs, and the total net project cost of $494,920.00 (net of HST rebate) be approved; 4. That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $494,920.00 as approved in the 2022 Capital Budget to be funded by a transfer from the Parkland Reserve Fund; and, 5. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 11.7 Director, Corporate Services & City Solicitor, Report LEG 11-22 212 City of Pickering Sale to SBB Industrial (Seaton) Limited Partnership - Part of PINs 26402-0167(LT), 26402-0096(LT) and 26386-0180(LT) Recommendation: 1. That Council approve the following Agreements, subject to minor revisions as may be acceptable to the Director, Corporate Services & City Solicitor and the Chief Administrative Officer: (a) Agreement of Purchase and Sale dated March 22, 2022, whereby the City has agreed to purchase approximately 38.44 acres of Seaton employment lands from Her Majesty the Queen in Right of Ontario as represented by the Minister of Government and Consumer Services; and, (b) Agreement of Purchase and Sale whereby the City has agreed to sell the same parcel of Seaton employment lands to SBB Industrial (Seaton) Limited Partnership. 2. That Council authorize the Chief Administrative Officer to waive the conditions in section 6.04 of the Agreement referred to in 1(a) above if and when SBB Industrial (Seaton) Limited Partnership waives its conditions in the Agreement referred to in 1(b) above; 3. That upon the waiver of the above conditions, City staff be directed to proceed with completion of both of the above Agreements; and, Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca 4. That the appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this report. 11.8 Director, Corporate Services & City Solicitor, Report LEG 12-22 329 City of Pickering Sale to Caplink Acquisitions Limited - Seaton Employment Lands, 149.9 acres comprising Provincial Bundle 8, Parcels 1 and 2 Recommendation: 1. That Council approve the following Agreements, subject to minor revisions acceptable to the Director, Corporate Services & City Solicitor and the Chief Administrative Officer: (a) Agreement of Purchase and Sale dated May 3, 2022, whereby the City has agreed to purchase approximately 149.9 acres of Seaton employment lands from Her Majesty the Queen in Right of Ontario as represented by the Minister of Government and Consumer Services; and, (b) Agreement of Purchase and Sale whereby the City has agreed to sell the same parcel of Seaton employment lands to Caplink Acquisitions Limited; 2. That Council authorize the Chief Administrative Officer to waive the conditions in section 6.04 of the Agreement referred to in 1(a) above if and when Caplink Acquisitions Limited waives its conditions in the Agreement referred to in 1(b) above; 3. That upon the waiver of the above conditions, City staff be directed to proceed with completion of both of the above Agreements; and, 4. That appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this report. 11.9 Director, City Development & CBO, Report PLN 25-22 452 Lease Agreement – Open Studio Art Café - Temporary Patio Program – use of City owned lands Recommendation: Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca 1. That Council approve the Draft Lease Agreement for the Temporary Use of City Property adjacent to 617 Liverpool Road, between the City of Pickering and Open Studio Art Café for the period May 28, 2022 to November 30, 2022, as set out in Appendix I to Report PLN 25-22; 2. That the Mayor and City Clerk be authorized to execute the Lease Agreement between the City of Pickering and Open Studio Art Café in the form as appended to this report subject to revisions as may be acceptable to the Chief Administrative Officer, the City Solicitor and the Director, City Development & CBO; and, 3. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 12. Motions and Notice of Motions 12.1 Feasibility of a Green Roof By-law Moved by Councillor Doody-Hamilton Seconded by Councillor McLean WHEREAS in recognition of the growing impacts of climate change, the City of Pickering declared a climate emergency on December 16, 2019; And Whereas, climate change impacts occur in both the natural environment and the built environment; And Whereas, climate change impacts can adversely affect the resilience of municipal infrastructure such as roads, sewers and watermains, leading to higher maintenance and/or replacement costs which must be borne by taxpayers; And Whereas, the challenges posed by climate change on municipal infrastructure requires alternative methods to try and minimize impacts; And Whereas, green roof technology is a proven, well-established technology that has been implemented by many municipalities as part of a climate change strategy; Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca And Whereas, green roof technology provides environmental benefits such as reduced flood flows, improved water quality, creation of habitat and reduced ‘heat island effect’, among others; And Whereas, green roof technology provides economic benefits such as reduced energy consumption and energy costs for heating and cooling; And Whereas, the green roof industry is firmly established in the Greater Toronto Area, with readily accessible materials and expertise; And Whereas, a Green Roof By-law has been successfully implemented by the City of Toronto since 2009, and this By-law has been accepted and adopted by the development industry; Now therefore be it resolved that the Council of The Corporation of the City of Pickering directs: That staff are to investigate the feasibility of establishing a by-law requiring the construction of green roofs, or of alternative roof surfaces that achieve similar levels of performance to green roofs, within the City of Pickering, and report back to Council no later than September 6, 2022. 12.2 Feasibility of a Vibration Control By-law Moved by Councillor Doody-Hamilton Seconded by Councillor Pickles WHEREAS intensification to support new growth is expected to continue in the City of Pickering, particularly in the City Centre neighbourhood and along the Kingston Road Corridor; And Whereas, with intensification comes the erection of more high-rise developments, and the higher the tower, the greater the compaction required for foundation work; And Whereas, it is understood that construction activities such as soil compacting, excavations, and the use of heavy machinery can cause ground-borne vibrations; and further, where these activities are undertaken near existing residential neighbourhoods, they can physically be felt by people, and if these vibrations reach a significant level, may adversely impact neighbouring buildings; Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca And Whereas, the City of Toronto has successfully implemented a vibration control by-law since May 27, 2008 to protect residents from the adverse impacts of construction vibration; Now therefore be it resolved that the Council of The Corporation of the City of Pickering directs: That staff are to investigate the feasibility of establishing a vibration control by-law within the City of Pickering and report back to Council. 13. By-laws 13.1 By-law 7934/22 Being a by-law to authorize the delegation of authority to the Chief Administrative Officer for certain acts during a “Lame Duck Period” for the 2022 Municipal Election. [Refer to Item 4.1 Report CLK 03-22 and page 6 of the Executive Committee Agenda] 13.2 By-law 7935/22 Being a by-law to adopt a Community Emergency Management Program (CEMP) and Community Emergency Management Plan and to meet additional Requirements under the Emergency Management and Civil Protection Act, and protect the health, safety, and welfare of the residents of the City of Pickering. [Refer to Item 4.5 Report FIR 01-22 and page 44 of the Executive Committee Agenda] 13.3 By-law 7936/22 467 Being a by-law to amend Zoning By-law 7553/17, as amended, to implement the Official Plan of the City of Pickering, Region of Durham, Part of Lot 21, Concession 1, Now Parts 5, 10, 13, 19, 24, 27 to 30, 38, 41, 43 40R-31180, in the City of Pickering (A 06/21). [Refer to Item 5.1 Report PLN 24-22 of the Planning and Development Committee Agenda] 13.4 By-law 7937/22 473 Council Meeting Agenda May 24, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm For information related to accessibility requirements please contact: Committee Coordinator 905.420.4611 clerks@pickering.ca Being a by-law to amend Restricted Area (Zoning) By-law 3036, as amended, to implement the Official Plan of the City of Pickering, Region of Durham, in Lot 5, Plan 316, in the City of Pickering. (A 04/19) (1964 Royal Road). 13.5 By-law 7938/22 482 Being a by-law to appoint a Deputy Fire Chief of The Corporation of the City of Pickering. 13.6 By-law 7939/22 484 Being a by-law to name Block 3, Plan 40M-2692 (Finch Avenue). 14. Confidential Council – Public Report 15. Other Business 16. Confirmation By-law 17. Adjournment Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Present: Mayor David Ryan Councillors: K. Ashe M. Brenner S. Butt C. Doody-Hamilton B. McLean D. Pickles Also Present: M. Carpino - Chief Administrative Officer K. Bentley - Director, City Development & CBO P. Bigioni - Director, Corporate Services & City Solicitor S. Douglas-Murray - Director, Community Services B. Duffield - Director, Operations J. Eddy - Director, Human Resources J. Hagg - Fire Chief R. Holborn - Director, Engineering Services F. Jadoon - Director, Economic Development & Strategic Projects S. Karwowski - Director, Finance & Treasurer S. Cassel - City Clerk C. Rose - Chief Planner K. Thompson - Manager, Municipal Law Enforcement Services D. Wylie - Manager, Zoning & Administration T. Qureshi - Senior Project Manager, Special Projects R. Perera - Deputy Clerk L. Arshad - Senior Economic Development Officer T. Javed - Economic Development & Strategic Projects Associate 1. Roll Call The City Clerk certified that all Members of Council were present, and participating in- person. 2. Invocation Mayor Ryan called the meeting to order and led Council in the saying of the Invocation. 3. Indigenous Land Acknowledgment Statement - 1 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Mayor Ryan read the Indigenous Land Acknowledgment Statement. Mayor Ryan, as Chair, asked for Council’s indulgence and made an announcement pertaining to his decision to retire from municipal politics. Mayor Ryan spoke of his time as an elected official for the City of Pickering and announced that he would not be seeking re-election in the 2022 City of Pickering Municipal Election. 4. Disclosure of Interest No disclosures of interest were noted. 5. Adoption of Minutes Resolution #864/22 Moved by Councillor Ashe Seconded by Councillor Brenner Council Minutes, March 28, 2022 Executive Committee Minutes, April 4, 2022 Special Council Minutes, April 4, 2022 Planning & Development Committee Minutes, April 4, 2022 Carried 6. Presentations There were no presentations. 7. Delegations 7.1 Artur Gevorgyan Re: The City’s Obligation to Defend the Decisions of the Committee of Adjustment to the OLT with Legal Counsel Artur Gevorgyan, Pickering Resident, joined the hybrid electronic meeting via audio connection to speak to the lack of representation by the City at OLT hearings in defending its own decisions on planning matters. Mr. Gevorgyan spoke to a recent appeal of a development application, which was opposed by the Community and refused by the Committee of Adjustment, where City representation was not provided at the OLT appeal hearing. He added that in such instances the community is left to defend itself against legal professionals and stated that the City should be obligated to defend Committee of Adjustment decisions at OLT hearings. 7.2 Artur Gevorgyan - 2 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Re: Intensification on Kingston Road Artur Gevorgyan, Pickering Resident, joined the hybrid electronic meeting via audio connection and spoke to concerns regarding the intensification on Kingston Road, adding that residents were concerned that the city would turn into the City of Mississauga. He spoke to the maximum height and di stinction of the Rougemount precinct as indicated in Report PLN 41-21, and questioned whether new development in and near Bruno’s plaza was in accordance with these City policies. Mr. Gevorgyan concluded his delegation by expressing his support for reasonable, low to mid rise development in the City. 7.3 David McKay, MHBC Planning, Urban Design & Landscape Architecture Re: Report PLN 21-22 Two-year Period Exemption Request for Minor Variance A pplication P/CA 66/22 JMPM Holdings Limited & Stuart Mark Golvin 1635 Bayly Street David McKay, MHBC Planning, Urban Design & Landscape Architecture, joined the hybrid electronic meeting via audio connection to speak to Report PLN 21-22. Mr. McKay noted that his client had been working with the City to address comments and concerns of their tenants, specifically to allow an outdoor storage component for a Federal tenant. Mr. McKay added that the requested outdoor storage area would include fencing and landscaping and asked Council’s support for the exemption. A brief question and answer period ensued between Members of Council and Mr. McKay regarding w hether there was a timeline to having the approvals in place. 7.4 Mike Borie Re: Report PLN 20-22 Envision Durham – Growth Management Study - Alternative Land Need Scenarios Summary Report Mike Borie, Pickering Resident, joined the hybrid electronic meeting via audio connection to speak to Report PLN 20-22. Mr. Borie spoke to the consultation process undertaken by the Region to arrive at five scenarios and raised concerns regarding the City’s modified scenario choice, adding that the modified scenario had not been analyzed. He discussed a previous OMB decision regarding the urbanization of Carruthers Creek Headwaters resulting in the creation of preconditions to urbanizing the Carruthers Headwaters being added into the Regional Official Plan. He further spoke to the development rate in Seaton stating that the urbanization of the Carruthers Creek Headwaters was premature and did not meet the Regional Official Plan as Seaton may not be built out before 2051. - 3 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm He discussed a report by the Toronto Region Conservation Authority (TRCA) on Carruthers Creek stating t hat the watershed was at the limit of urbanization with further urbanization resulting in possible damage to the watershed. Mr. Borie also discussed a petition requesting that the Carruthers Creek Headwaters be included in the greenbelt and raised concerns regarding money spent on studies by the City that should not have been spent or done. He concluded his delegation by asking Council to support Scenario five as supported by numerous Ontario environmental groups. A brief question and answer period ensued between Members of Council and Mr. Borie regarding the responses from other Durham municipalities on the land needs scenario. 8. Correspondence 8.1 Corr. 18.22 The Ontario Land Tribunal (OLT) Re: OLT Decision on Wiltshire Eccleston Development Inc. v. Pickering (City) - 1383 Rougemount Drive Resolution #865/22 Moved by Councillor Pickles Seconded by Councillor Brenner That Corr. 18-22, from The Ontario Land Tribunal, dated April 5, 2022, regarding the OLT Decision on Wiltshire Eccleston Development Inc. v. Pickering (City) - 1383 Rougemount Drive, be received and referred to Agenda Item 12.1, Abolishment of Committee of Adjustment. Carried 8.2 Corr. 19-22 Tracey Atkinson, CAO/Clerk/Planner, The Township of Mulmur Re: More Homes for Everyone Act Resolution #866/22 Moved by Councillor McLean Seconded by Councillor Brenner 1. That Corr. 19-22, from Tracey Atkinson, CAO/Clerk/Planner, The Township of Mulmur, dated April 12, 2022, regarding the More Homes for Everyone Act, be received and endorsed; and, - 4 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm 2. That a copy of this Resolution be forwarded to The Honourable Doug Ford, Premier of Ontario, The Honourable Steve Clark, Minister of Municipal Affairs and Housing, and all Durham MPP’s. Carried 9. Report EC 04-22 of the Executive Committee held on April 4, 2022 9.2 Director, Engineering Services, Report ENG 07-22 Amendments to the Traffic and Parking By-law 6604/05 - Proposed Change to Existing Stopping Restrictions, Amberlea Road and Highview Road Council Decision: 1. That the attached draft by-law be enacted to amend Schedule "1", No Stopping, to By-law 6604/05 to provide for the regulation of stopping restrictions on highways or parts of highways under the jurisdiction of The Corporation of the City of Pickering, specifically to modify the hours of the stopping restrictions on Amberlea Road and Highview Road from 8:00 am to 4:00 pm, to 7:30 am to 4:30 pm to capture the existing school hours; and, 2. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. 9.3 Director, Operations, Report OPS 09-22 Garbage Packer with Crane – Replacement Council Decision: 1. That Quotation Q2021-26 for the Supply & Delivery of One New Latest Model Year Side Load Garbage Packer with Crane submitted by NexGen Municipal Inc. in the amount of $236,255.14 (HST excluded) be accepted; 2. That the total gross project cost of $267,646.00 (HST included) and the total net project cost of $241,023.00 (net of HST rebate) be approved; 3. That the Director, Finance & Treasurer be authorized to finance the total net project cost of $241,023.00, from the Vehicle Replacement reserve fund; 4. That the budget available in project C10305.2107.01 in the amount of $175,000.00 be increased to $241,023.00; and, - 5 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm 5. That the appropriate City of Pickering officials be authorized to take the necessary action to give effect hereto. Resolution #867/22 Moved by Councillor Ashe Seconded by Councillor Pickles That Report EC 04-22, save and except Item 9.1, Report ENG 03-22, of the Executive Committee Meeting held on April 4, 2022 be adopted. Carried 9.1 Director, Engineering Services, Report ENG 03-22 City Centre Transportation Master Plan Study - Request for Proposal No. RFP2021-7 A question and answer period ensued between Members of Council and staff regarding: • the financial implications of the Study and its funding sources; and, • concerns regarding closures and accidents on Highway 401 diverting traffic through residential roads. Resolution #868/22 Moved by Councillor Ashe Seconded by Councillor Pickles 1. That Proposal No. RFP2021-7, for Consulting Services for City Centre Transportation Master Plan Study; submitted by Paradigm Transportation Solutions Limited, in the amount of $290,636.00 (HST included) be accepted; 2. That the total gross project cost of $325,512.00 (HST included), including the RFP amount, and a contingency, and the total net project cost of $293,134.00 (net of HST rebate) be approved; 3. That Council authorize the Director, Finance & Treasurer to finance the net project cost of $293,134.00 as follows: a. The sum of $263,820.00 as approved in the 2022 Current Budget to be funded by a transfer from the Development Charges Reserve Fund Studies; - 6 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm b. The sum of $29,314.00 as approved in the 2022 Current Budget to be funded by Property Taxes; and, 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Carried 10. Report PD 04-22 of the Planning & Development Committee held on April 4, 2022 10.1 Director, Corporate Services & City Solicitor, Report LEG 08-22 1185497 Ontario Limited – Plan of Subdivision 40M-1912 - Final Assumption of Plan of Subdivision - Lots 1 to 6, Plan 40M-1912 - Acorn La ne/Brock Road Council Decision: 1. That works and services required by the Subdivision Agreement within Plan 40M-1912, which are constructed, installed or located on lands dedicated to, or owned by the City, or on lands lying immediately adjacent thereto, including lands that are subject to easements transferred to the City, be accepted and as sumed for maintenance; 2. That 1185497 Ontario Limited be released from the provisions of the Subdivision Agreement and any amendments thereto relating to Plan 40M- 1912; and, 3. That the appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this report. 10.2 Director, City Development & CBO, Report PLN 17-22 Zoning By-law Amendment Application A 11/21 Universal City Seven Developments Inc. Southwest corner of Sandy Beach Road and future Celebration Drive (Part of Lot 21, Concession 1, Now Part 3 40R-30834) Council Decision: 1. That Zoning By-law Amendment Application A 11/21, submitted by Universal City Seven Developments Inc., to permit a 37-storey residential condominium building with approximately 482 residential units at the southwest corner of Sandy Beach Road and future Celebration Drive be approved, and that the draft Zoning By-law Amendment, as set out in - 7 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Appendix I to Report PLN 17-22, be finalized and forwarded to Council for enactment; 2. That Zoning By-law Amendment Application A 11/21, to amend City Centre Zoning By-law 7553/17, as amended, to remove the “H6” Holding Symbol on lands being Part of Lot 21, Concession 1, Now Part 3 40R-30834, as set out in Appendix II to Report PLN 17-22, be finalized and forwarded to Council for enactment; 3. That prior to issuing Site Plan Approval, Universal City Seven Developments Inc. shall satisfy the City with a letter from the H6 Landowners’ Group acknowledging that the Owner has either entered into the Universal City Infrastructure Agreement and Cost Sharing Agreement, or the Owner has satisfied all financial obligations under the said Universal City Infrastructure Agreement and Cost Sharing Agreement; and, 4. That Council grants an exemption in accordance with Section 45 (1.4) of the Planning Act, R.S.O. 1990; c. P.13 as amended, and permits the Committee of Adjustment to consider minor variance applications resulting from the processing of future site plan or building permit applications submitted by Universal City Seven Developments Inc., for the lands municipally know as Part of Lot 21, Concession 1, Now Part 3 40R-30834, before the second anniversary of the day on which an applicant-initiated zoning by-law amendment was enacted for the subject lands. 10.3 Director, City Development & CBO, Report PLN 18-22 Envision Durham – Identifying a Regional Natural Heritage System - The Region of Durham Municipal Comprehensive Review Council Decision: That Council support the draft Regional Natural Heritage System (RNHS) for the new Regional Official Plan and endorse staff’s comments contained in Report PLN 18-22. Resolution #869/22 Moved by Councillor Pickles Seconded by Councillor Ashe That Report PD 04-22, save and except Item 10.4, Report PLN 19-22, and Item 10.5, Report PLN 20-22, of the Planning & Development Committee Meeting held on April 4, 2022 be adopted. Carried - 8 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm 10.4 Director, City Development & CBO, Report PLN 19-22 Appeals of Council Decisions on Planning Act Applications and Committee of Adjustment Decisions Policy A question and answer period ensued between Members of Council and staff regarding: • clarification regarding the proposed amendments to sections 2.02, 2.06, and 3.01 of the draft Policy; • the draft policy enabling a Member of Council or the Chief Planner to request an in-camera meeting to consider an appeal of a Committee of Adjustment decision; • clarification of the current practice of staff which included requesting an in- camera meeting of Council to obtain direction on defending an appeal of a Council Decision before the OLT; • whether it was beneficial to seek external advice on planning appeals where staff’s recommendation was contradictory to Council’s decision; and, • amendments to the Policy addressing concerns raised at the April 4, 2022 Planning & Development Committee. Resolution #870/22 Moved by Councillor Brenner Seconded by Councillor Pickles 1. That the Appeals of Council Decisions on Planning Act Applications and Committee of Adjustment Decisions Policy, dated April 25, 2022, be approved as set out in Appendix I to Report PLN 19-22 save and except that: i. Section 02.02 be amended to read as follows: “Appeals of Council Decisions filed with the City Clerk will be sent by the City Clerk, or their designate, to the Director, City Development & CBO. Appeals of Committee of Adjustment Decisions filed with the Secretary-Treasurer will be sent by the Secretary-Treasurer, or their designate to the Director, City Development & CBO and to the Chair, Committee of Adjustment”; ii. Section 02.06 be amended to read as follows: “Upon receipt of a notice of any appeal of a Committee of Adjustment Decision pursuant to Section 02.03, the Chief Planner or any Councill or may notify the Director, City Development & CBO; the Director, - 9 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Corporate Services & City Solicitor; the City Clerk; the Chief Administrative Officer(CAO); and the Mayor; that they request the Notice be added to an upcoming in-camera session or special in- camera meeting of Council to be called by the Mayor”; and, iii. A new Section 03.01 be added to read as follows and the remaining items under Section 03 be renumbered accordingly: “Upon receipt of a notice of any appeal of a Council Decision pursuant to Section 02.03, the Chief Planner will notify the Director, City Development& CBO; the Director, Corporate Services & City Solicitor; the City Clerk; the Chief Administrative Officer (CAO); and the Mayor; that they request the Notice be added to an upcoming in-camera session or special in-camera meeting of Council to be called by the Mayor”. Carried 10.5 Director, City Development & CBO, Report PLN 20-22 Envision Durham – Growth Management Study - Alternative Land Need Scenarios Summary Report A question and answer period ensued between Members of Council and staff regarding: • concerns regarding scenario two being contrary to sustainability goals of the City; • the Region of Durham collecting c omments from all Durham municipalities to present a recommendation at the May 3, 2022 R egional Planning & Economic Development Committee Meeting; and, • the complexity and the number of interrelated factors which could affect the Region’s recommendation to the Regional Planning & Economic Development Committee. Resolution #871/22 Moved by Councillor Pickles Seconded by Councillor Ashe 1. That Council endorse the Staff Comments contained in Section 3 of Report PLN 20-22 as the City’s formal comments on the Envision Durham’s Alternative Land Need Scenarios Summary Report, prepared by Watson & Associates Economists Ltd. and Urban Strategies Inc., dated March 2022, except that Council recommend that the Region, in establishing the new urban area land needs, use a modified Community Area Land Need - 10 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Scenario 2, with an increased intensification rate of 50%; and an adjusted mix of housing densities within Designated Greenfield Areas, such that the Durham Total New Unit Mix results in an increased percentage of medium density units at approximately 40 – 45%; a reduced amount of high density at approximately to 20 - 25%; maintains the number of low density units at approximately 35 – 40%; and maintains the percentage of secondary units at 3%; and, 2. That the appropriate City of Pickering staff be authorized to take the necessary actions as indicated in this report. Carried on a Recorded Vote as Follows: Yes No Councillor Ashe Councillor Brenner Councillor Butt Councillor McLean Councillor Doody-Hamilton Councillor Pickles Mayor Ryan 11. Reports – New and Unfinished Business 11.1 Director, Corporate Services & City Solicitor, Report BYL 03-22 Proposed Reduced Weekday Parking Rate for Nautical Village A question and answer period ensued between Members of Council and staff regarding: • whether there was an evaluation component to receive feedback from the community to allow for improvements to the Program as needed; • the implementation date of the program and ensuring that Council is kept appraised of updates related to the Program; and, • whether parking was prohibited within the intersecting roadways. Staff were requested to provide Council with a mid-season update, at the end of July, on the Program. Resolution #872/22 Moved by Councillor Brenner Seconded by Councillor Butt 1. That Report BYL 03-22, regarding parking rates affecting businesses in the Nautical Village, be received; - 11 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm 2.That Council approve a reduced rate of $2.50 per hour for parking Monday to Friday between the hours of 9:00 am to 5:00 pm in the Nautical Village (consisting of the lay-by parking spaces on Liverpool Road and the Liverpool Road parking lot) from May 1st to October 1st annually; and, 3.That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Carried 11.2 Director, Economic Development & Strategic Projects, Report CAO 05-22 High Frequency Rail -Development of a Business Case and Concept Plan for a Pickering Station A question and answer period ensued between Members of Council and staff regarding: •timelines for the Project and information regarding the discussions held with neighboring municipalities and the City of Markham; •whether the railway would be for freight, passengers, or both; •information regarding how the station would look; •importance of the site including accessible and green elements; and, •working with the Jennifer O’Connell, Member of Parliament, on the Project, to obtain any possible assistance that the Federal Government might be able to provide. Staff were requested to provide an update to Council in June regarding the High Frequency Rail Project. Resolution #873/22 Moved by Councillor Brenner Seconded by Councillor Pickles 1.That Council approve the proposal submitted by WSP to develop a strategic business case and concept plan for a High Frequency Rail (HFR) station stop in Pickering in accordance with Purchasing Policy 10.03 (c); in the amount of $107,734.20 (HST included), and that the net project cost of $97,018.00 (net of HST rebate) be accepted; 2.That Council authorize the Director, Finance & Treasurer to finance the net project cost of$97,018.00 as follows: - 12 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm a. The sum of $48,509.00 to be funded from Property Taxes per the 2022 Current Budget; and, b. The sum of $48,509.00 to be funded by the Regional Municipality of Durham; 3. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report; and, 4. That the City Clerk forward a copy of Report CAO 05-22 to the Region of Durham’s Office of the CAO and Planning & Economic Development Department. Carried Unanimously on a Recorded Vote 11.3 Director, Economic Development & Strategic Projects, Report CAO 06-22 Consulting Services for Preparation of the Northeast Pickering Community Plan - Award for Proposal No. RFP2021-9 A question and answer period ensued between Members of Council and staff regarding: • whether there was an urgency for the need for Council’s consideration of the Report given that there was no decision yet from the Region on Envision Durham; • the funding agreement with the North East Pickering Landowners Group and how the city would receive the payment; • confirmation that changes were not being made to the Seaton Community Plan as a result of this Plan; • the scope of the community engagement component; and, • the majority of the project being funded by the North East Pickering Landowners Group with the remaining costs being paid though development charges. Resolution #874/22 Moved by Councillor Pickles Seconded by Councillor Butt 1. That Proposal submitted by SGL Planning & Design Inc. dated February 22, 2022, to undertake the Northeast Pickering Community Plan, in the amount of $628,577.19 (HST included) be accepted; 2. That Council authorize the Director, Finance & Treasurer to finance the net project cost of $566,053.00 (net of HST rebate) as follows: - 13 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm a) The sum of $164,155.00 to be funded from development charges; b) The sum of $401,898.00 to be funded by the North East Pickering Landowners Group (NEPLG); and, 3. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. Carried on a Recorded Vote as Follows: Yes No Councillor Ashe Councillor Brenner Councillor Butt Councillor McLean Councillor Doody-Hamilton Councillor Pickles Mayor Ryan 11.4 Director, Corporate Services & City Solicitor, Report CLK 02-22 Amendments to the Procedure By-law - Ongoing Electronic Participation for Committee and Council Meetings and General Housekeeping Matters Resolution #875/22 Moved by Councillor Ashe Seconded by Councillor Brenner 1. That Report CLK 02-22, regarding Amendments to the Procedure By-law for Ongoing Electronic Participation for Committee and Council Meetings and General Housekeeping Matters, be received; 2. That the draft By-law, included as Attachment #1 to Report CLK 02-22, be enacted; and, 3. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicted in this Report. Carried 11.5 Director, Community Services, Report CS 06-22 Accessibility Policies Update Resolution #876/22 - 14 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Moved by Councillor Ashe Seconded by Councillor Brenner 1. That Council endorse amendments to HUR 040 - Hiring Policy (Attachment #1) and ADM 090 - Accessibility Policy (Attachment #2), subject to minor revisions acceptable to the Director, Community Services, Director, Human Resources and Chief Administrative Officer; and, 2. That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this report. Carried 11.6 Director, Community Services, Report CS 09-22 pflag Community Banners - Esplanade Park Resolution #877/22 Moved by Councillor Ashe Seconded by Councillor Brenner 1. That five pflag banners be installed on light standards along The Esplanade North for the month of June 2022; 2. That one pflag banner be installed on the light standard immediately adjacent to the Rainbow crosswalk, on the Esplanade North, and remain in place until such time that a new Community Banner Policy is approved by Council; 3. That City staff be directed to draft a Community Banner Policy and return it for Council’s consideration before the end of 2022; and, 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Carried 11.7 Director, Engineering Services, Report ENG 08-22 Kingston Road (at the Whites Road Off-Ramp) & Finch Avenue New Asphalt Sidewalk Construction - Tender No. T2022-3 Resolution #878/22 - 15 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Moved by Councillor Ashe Seconded by Councillor Brenner 1. That Tender No. T2022-3 for Kingston Road (at the Whites Road Off- Ramp) & Finch Avenue New Asphalt Sidewalk Construction as submitted by Buildscapes Construction Limited in the total tendered amount of $372,145.59 (HST included) be accepted; 2. That the total gross project cost of $459,155.00 (HST included), including the tendered amount, a contingency and other associated costs, and the total net project cost of $413,484.00 (net of HST rebate) be approved; 3. That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $413,484.00 as follows: a) the sum of $111,179.00 (net of HST rebate) for capital project C10515.1802.01 Kingston Road New Sidewalk Installation as approved in the 2018 Capital Budget to be funded by a transfer from: i) Development Charges – Roads and Related Reserve Fund in the amount of $55,590.00; ii) Development Charges – City’s Share Reserve in the amount of $55,589.00; b) the sum of $200,000.00 for capital project C10515.2101.01 Finch Avenue New Sidewalk Construction as approved in the 2021 Capital Budget to be funded by a transfer from the Federal Gas Tax Reserve Fund be increased to $302,305.00; and, 4. That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Carried 11.8 Director, Finance & Treasurer, Report FIN 07-22 2022 Tax Rates and Final Tax Due Dates Resolution #879/22 Moved by Councillor Ashe Seconded by Councillor Brenner 1. That Report FIN 07-22 of the Director, Finance & Treasurer regarding the 2022 tax rates be received; - 16 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm 2. That the 2022 tax rates for the City of Pickering be approved as contained in Schedule “A” of the By-law attached hereto; 3. That the tax levy due dates for the Final Billing be June 28, 2022 and September 28, 2022 excluding the industrial, multi-residential and commercial realty tax classes; 4. That the attached By-law be approved; 5. That the Director, Finance & Treasurer be authorized to make any changes or undertake any actions necessary to comply with Provincial regulations including altering due dates or final tax rates to ensure that the property tax billing process is completed; and, 6. That the appropriate City of Pickering officials be authorized to take the necessary actions to give effect thereto. Carried 11.9 Director, Corporate Services & City Solicitor, Report LEG 10-22 Intergovernmental Partnership to Improve Digital Infrastructure and Address the Digital Divide Resolution #880/22 Moved by Councillor Ashe Seconded by Councillor Brenner 1. That the Government of Ontario be requested to: a. Ensure that incremental investments in broadband from other orders of government are made in urban areas and directed to fill gaps in the GTHA; b. Identify Provincially owned fibre assets that can be leveraged to help close the digital divide – such as schools, hospitals and traffic corridors; c. Review existing legislation to include provisions on open access to telecommunications cabling and trenching activities for all developments; 2. That the Government of Canada be requested to: - 17 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm a. Ensure that incremental investments in broadband from other orders of government are made in urban areas and directed to fill gaps in the GTHA; b. Recognize high-speed internet as an essential service, including a definition for affordability that combines fixed and mobile costs as a percentage of household income; c. Collect and share local level data on assets, internet speeds, and service terminations/collection activities, in cooperation with internet service providers (ISPs); d. Request that the Canadian Radio-communications and Telecommunications Commission examine supports for municipal carriers who wish to promote access to their fibre broadband networks for public and private service providers; 3. That this Report be forwarded to the Federation of Canadian Municipalities, the Association of Municipalities of Ontario, the Premier of Ontario and the Prime Minister; and, 4. That appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this Report. Carried 11.10 Director, Operations, Report OPS 14-22 Chestnut Hill Developments Recreation Complex Generator Replacement Resolution #881/22 Moved by Councillor Ashe Seconded by Councillor Brenner 1. That the proposal submitted by Elexicon Group, dated January 22, 2022, in the amount of $1,164,804.00 (HST included) be accepted; 2. That the total gross project cost of $1,469,904.00 (HST included), including the amount of the tender, consulting, contingency, and other associated costs, and the t otal net project cost of $1,323,694.00 (net of HST rebate) be approved; 3. That the Director, Finance & Treasurer be authorized to finance the total net project costs of $1,323,694.00 as follows: - 18 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm a) the sum of $1,100,000.00 from previously approved 2019 Capital Budget be increased to $1,200,000, to be financed by the issue of debentures by the Regional Municipality of Durham over a period not to exceed ten years; and, b) the annual debenture repayment charges in the amount of approximately $140,246.00 to be included in the annual Current Budget for the City of Pickering commencing 2022, or such subsequent year in which the debenture is issued, and continuing thereafter until the debenture financing is repaid; c) the Director, Finance & Treasurer to be authorized to make any changes, adjustments and revisions to amounts, terms, conditions, or to take any actions necessary in order to effect the foregoing; d) the sum of $123,694.00 through a transfer from Property Taxes; 4. That the draft debenture by-law attached to this report be enacted; and, 5. That the appropriate City of Pickering officials be authorized to take the necessary action to give effect hereto. Carried 11.11 Director, City Development & CBO, Report PLN 21-22 Two-year Period Exemption Request for Minor Variance A pplication P/CA 66/22 JMPM Holdings Limited & Stuart Mark Golvin 1635 Bayly Street Resolution #882/22 Moved by Councillor Ashe Seconded by Councillor Brenner That Council grants an exemption in accordance with Section 45 (1.4) of the Planning Act, R.S.O. 1990, P.13 as amended, and permits the Committee of Adjustment to consider Minor Variance Application P/CA 66/22, submitted by JMPM Holdings Limited & Stuart Mark Golvin, for lands municipally known as 1635 Bayly Street, before the second anniversary of the day on which an applicant-initiated zoning by-law amendment was enacted for the subject lands. Carried 11.12 Director, City Development & CBO, Report PLN 22-22 - 19 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Environmental Registry Postings 019-5284 and 019-5285 - Comments on proposed Bill 109, More Homes For Everyone Resolution #883/22 Moved by Councillor Ashe Seconded by Councillor Brenner 1. That Council endorse the comments prepared by staff in Report PLN 22- 22; and, 2. That Council authorize staff to respond to Environmental Registry of Ontario numbers 019-5284 and 019-5285 with a copy of Report PLN 22- 22 and Council’s resolution thereon, and that a copy of Report PLN 22-22 be forwarded to the Minister of Municipal Affairs and Housing, MPP Peter Bethlenfalvy, the Regional Municipality of Durham, and other Durham Area Municipalities. Carried 12. Motions and Notice of Motions 12.1 Abolishment of Committee of Adjustment A question and answer period ensued between Members of Council and staff regarding: • the number of Committee of Adjustment decisions that were appealed in the previous two years; • the number of refusals from the Committee of Adjustment where the City had provided representation at the OLT; and, • whether other similar sized municipalities had a Committee of Adjustment to handle minor variance matters. Resolution #884/22 Moved by Councillor Brenner Seconded by Councillor McLean WHEREAS under the Planning Act a Council may appoint a Committee of Adjustment (C of A) as the approval body for Minor Variances (MV); And Whereas, the approval authority for MV in the City of Pickering is through an appointed C of A; - 20 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm And Whereas, the Committee of Adjustment acts as an independent body to hear all applications for MV and determines if the MVs sought meets the four tests as set out by Section 45(1) of the Planning Act and the Provincial Policy Statement; And Whereas, once an application is filed and accepted, the Planning Department prepares an assessment report for the C of A consideration; And Whereas, when rendering a decision the C of A adheres to the principles of procedural fairness and ensures the Public Interests are factored in; And Whereas, if a decision of the C of A is rendered to refuse a MV the Ontario Planning Act provides an Appeal process through the Ontario Land Tribunal (OLT); And Whereas, once an Appeal has been filed, the City of Pickering is named as Party to the Hearing; And Whereas, as Party to the Hearing, there is a reasonable expectation that the City of Pickering would appear and give evidence in support of the decision rendered by the C of A regardless of the assessment of its Planning Department; And Whereas, past practices have found that the City of Pickering has declined to appear nor to give evidence in Hearings where a refusal decision was rendered by the C of A; And Whereas, Members of the Community who participated throughout the MV process and influenced the decision rendered by the C of A, while able to request participant status, do not meet the criteria of Ontario Land Tribunal Rules 8.2, enabling Party status that enables the presenting of any expert evidence to counter that of the Applicant/Appellant; And Whereas, the lack of any challenge and presenting of evidence to an appeal of a refusal decision of the C of A can be interpreted as a lack of support and or confidence in the decisions of the C of A resulting in a one sided hearing that is not in the best interest of the Public; Now therefore be it resolved that the Council of The Corporation of the City of Pickering requests: That the Clerk amends the relevant bylaws for the 2022-2026 Term of Council to remove the C of A as the Approval body for MV and replace it with the Council through the Planning and Development Committee as permitted under the Planning Act. Lost on a Recorded Vote as Follows: - 21 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Yes No Councillor Brenner Councillor Ashe Councillor Butt Councillor Doody-Hamilton Councillor McLean Councillor Pickles Mayor Ryan 12.2 Reporting of Affordable Housing A question and answer period ensued between Members of Council and staff regarding: • the June 29th reporting back date being to receive an update on the implementation of the reporting mechanism for the tracking of affordable housing options within the City; • the motion being di fferent from the R egion’s Rent-Geared-to-Income Housing (RGI) and social housing; • whether the reporting mechanism would include different options for homes; • challenges in estimating and tracking second dwelling units and basement apartment units; and, • concerns on quarterly reporting as there may not be significant changes between quarters, and the need to reconsider a different reporting time frame, all which would be addressed in the Report from staff in June. Resolution #885/22 Moved by Councillor Brenner Seconded by Councillor McLean WHEREAS the City of Pickering Council adopted an Affordable Housing Strategy including an affordability housing function within the Planning and Development Department; And Whereas, an affordable housing strategy must ensure a range of housing forms consistent with the Provincial Housing Policy, including rentals and ownership; Now therefore be it resolved that the Council of The Corporation of the City of Pickering directs: 1. That the Director, City Development Department through the Office of the CAO, implement a quarterly reporting mechanism for the tracking of - 22 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Affordable Housing options within the City of Pickering including condominiums, freehold, rentals and ownership; 2. That the Director, City Development Department through the Office of the CAO, develops a list of all existing, approved and or pending private rental apartment buildings; and, 3. That the Director, City Development Department report back at the June 27th Council Meeting. Carried Unanimously on a Recorded Vote 12.3 Whitevale Naturalized Area A question and answer period ensued between Members of Council and staff regarding: • the motions intent being to reaffirm Council’s position on keeping the lands in its natural condition and relaying that position to the Province; • whether the Province had already created a designation for the area and whether the designation was low density residential; and, • including the parties that would receive the resolution and providing authority for the Mayor to send a letter on behalf of Council. Resolution #886/22 Moved by Councillor Pickles Seconded by Councillor Butt WHEREAS the regenerating, former gravel pit lands north of the Hamlet of Whitevale, also known as the Whitevale Marsh, have natural heritage features and functions; And Whereas, there is community interest in preserving the Whitevale pit/marsh as greenspace; And Whereas, these lands are currently owned by the Province of Ontario, and designated Low Density Residential, in the Central Pickering Development Plan; And Whereas, the Province was advertising these lands, known as Block 10, for sale in 2017; And Whereas, Councillor Pickles, under other business on December 4, 2017, requested that staff follow up with the Province respecting the status of the lands; - 23 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm And Whereas, the lands had not yet been sold in 2021, Mayor Ryan wrote to the Ministry of Infrastructure in April 2021, respectfully requesting the Province review the land use designations of the south part of Block 10, with the intent of restricting residential uses to the northernmost part of this Block, and protecting the regenerating pit/marsh as part of the natural heritage system; And Whereas, the Minister of Government and Consumer Services responded to His Worship Mayor Ryan advising, that although the future use of the land is determined, he would take the Mayor’s recommendation into consideration; And Whereas, through the pandemic, the immense mental and physical value of access to nature and green spaces was brought to light; And Whereas, Block 10 continues to remain under Provincial ownership; Now therefore be it resolved that the Council of The Corporation of the City of Pickering requests: 1. That the Province reconsider the designation of the southern part of Block 10 to either Hamlet Heritage Open Space System, or Natural Heritage System, and that an additional trail head, with parking, for the Seaton Hiking T rail, be established on these lands; and, 2. That Mayor Ryan be authorized to send a letter with a copy of this Resolution to The Honourable Doug Ford, Premier of Ontario, The Honourable Ross Romano, Minister of Government and Consumer Services, The Honourable Peter Bethlenfalvy, Member of Provincial Parliament, Pickering-Uxbridge, stating the position of Pickering City Council. Carried Unanimously on a Recorded Vote 13. By-laws 13.1 By-law 7923/22 Being a by-law to amend By-law 6604/05 providing for the regulating of traffic and parking, standing and stopping on highways or parts of highways under the jurisdiction of the City of Pickering and on private and municipal property. 13.2 By-law 7924/22 Being a By-law to amend Zoning By-law 7553/17, as amended, to implement the Official Plan of the City of Pickering, Region of Durham, Part of Lot 21, Concession 1, Now Part 3 40R-30834, in the City of Pickering. - 24 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm 13.3 By-law 7925/22 Being a By-law to amend Zoning By-law 7553/17, as amended, to remove the holding provision “H6”. 13.4 By-law 7926/22 Being a by-law to govern the proceedings of Council, any of its Committees, the conduct of its Members, and the calling of meetings. 13.5 By-law 7927/22 Being a by-law to adopt the estimates of all sums required to be raised by taxation for the year 2022 and to establish the Tax Rates necessary to raise such sums and to establish the final due dates for the residential, pipeline, farm, and managed forest realty tax classes. 13.6 By-law 7928/22 Being a by-law to authorize Chestnut Hill Developments Recreation Complex – Generator Replacement project in the City of Pickering and the issuance of debentures in the amount of $1,200,000.00. 13.8 By-law 7930/22 Being a by-law to amend Restricted Area (Zoning) By law 3036, as amended, to implement the Official Plan of the City of Pickering, Region of Durham, being Part of Lot 28, Range 3 BFC, now Parts 1 and 2, 40R-9413, City of Pickering. 13.9 By-law 7931/22 Being a by-law to exempt Blocks 206 to 233, Plan 40M-2710, Pickering from the part lot control provisions of the Planning Act. Resolution #887/22 Moved by Councillor Butt Seconded by Councillor Doody-Hamilton That By-law Numbers 7923/22 through 7931/22, save and except By-law 7929/22, be approved. Carried - 25 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm 13.7 By-law 7929/22 Mayor Ryan congratulated Chief Stephen Boyd on his appointment as the new Fire Chief for the City and provided Council’s well wishes to Chief John Hagg on his retirement from the City as Fire Chief. Resolution #888/22 Moved by Councillor Butt Seconded by Councillor Doody-Hamilton Being a by-law to appoint Stephen Boyd as Fire Chief of The Corporation of the City of Pickering. Carried 14. Confidential Council – Public Report Mayor Ryan stated that prior to the Regular Council Meeting, an In-camera Session was held at 6:30 p.m. in accordance with the provisions of the Municipal Act, and Procedure By-law, to receive a confidential verbal update relating to a proposed or pending acquisition of land and to provide direction to staff. 14.1 Confidential Verbal Update from the Director, Economic Development & StCratarriegeic d Projects Re: The Potential Sales for Various Parcels Within the Innovation Corridor Resolution #889/22 Moved by Councillor McLean Seconded by Councillor Brenner That the confidential direction provided to staff at the in-camera session be approved. Carried 15. Other Business 15.1 Councillor McLean announced that he has stepped down from the position of Chair of the PARA Marine Search & Rescue and that Councillor Brenner is now the new chair. - 26 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm 15.2 Councillor Brenner requested that correspondence from the Town of Halton Hills regarding, Build it Right the First Time, be placed on the May 24, 2022 Council Meeting Agenda with a recommendation to receive and endorse the correspondence. 15.3 Councillor Doody-Hamilton gave notice of a motion to direct staff to report back to Council on the implementation of a Green Roof By-law for the City of Pickering. 15.4 Councillor Doody-Hamilton gave notice of a motion to direct staff to report back on the implementation of a Vibration By-law for the City of Pickering. 15.5 Councillor Pickles spoke to a plan of subdivision legally described as lots 6 and 7 of Registered Plan 424, part lots 16 concession 9, and asked that Staff continue to work on resolving the portion of the lot which was not developed and requested staff to bring an upd ate t o the nex t Council Meeting with a solution for the matter. 15.6 Councillor Pickles spoke to pedestrian safety concerns near the intersections of Rosebank Road, Woodsmere Crescent, and Charnwood Court and asked that staff investigate the implementation of an all way stop as opposed to an IPS system that is currently under review. He gave notice of a motion regarding the implementation of an all way stop for the area and noted that he may withdraw his Notice of Motion depending on staff’s findings. 15.7 Councillor Pickles discussed concerns regarding train whistles at railway crossings and asked that staff identify railway crossings that may not need routine whistles and to investigate stop whistle procedures. 15.8 Councillor Pickles spoke to recent announcements from The Honourable Peter Bethlenfalvy, MPP, Pickering-Uxbridge, regarding a new Pickering Seaton Public Elementary School and a school in Duffin Heights, and asked that staff reach out to the school boards to find out information regarding the timelines for groundbreaking and opening of the schools. 15.9 Councillor Pickles discussed a potential delegation from the Durham Regional Police Services Board and added that he had asked Sergeant Carter, Durham Regional Police Services, to follow up with the City Clerk and Councillor Ashe, who is the City’s representative at the Durham Regional Police Services Policy Board on timelines for a delegation to Council. 16. Confirmation By-law By-law Number 7932/22 - 27 - Council Meeting Minutes April 25, 2022 Hybrid Electronic Meeting Council Chambers 7:00 pm Councillor Ashe, seconded by Councillor Butt moved for leave to introduce a By-law of the City of Pickering to confirm the proceedings of April 25, 2022. Carried 17. Adjournment Moved by Councillor Doody-Hamilton Seconded by Councillor Brenner That the meeting be adjourned. Carried The meeting adjourned at 9:19 pm Dated this 25th of April, 2022. David Ryan, Mayor Susan Cassel, City Clerk - 28 - Special Council Meeting Minutes May 2, 2022 Hybrid Electronic Meeting Main Committee Room 12:30 pm Present: Mayor David Ryan Councillors: D. Pickles Also Present: M. Carpino -Chief Administrative Officer K. Bentley -Director, City Development & CBO P. Bigioni -Director, Corporate Services & City Solicitor R. Holborn -Director, Engineering Services S. Cassel -City Clerk C. Rose -Chief Planner N. Surti -Manager, Development Review & Urban Design R. Perera -Deputy Clerk C. Morrison -Principal Planner, Development Review Q. Annibale -Loopstra Nixon LLP K. Ashe M. Brenner S. Butt C. Doody-Hamilton B. McLean 1.Roll Call The City Clerk certified that all Members of Council were present and participating in- person, and noted that Mayor Ryan was participating electronically in accordance with the City’s Procedure By-law. 2.Disclosure of Interest No disclosures of interest were noted. Resolution #890/22 Moved by Councillor McLean Seconded by Councillor Pickles That Council move into closed session in accordance with the provisions of Section 239 (2) of the Municipal Act and Procedural By-law, in that the matters to be discussed relate to: - 29 - Special Council Meeting Minutes May 2, 2022 Hybrid Electronic Meeting Main Committee Room 12:30 pm e)litigation or potential litigation, including matters before administrative tribunals, affecting the municipality or local board; and, f)advice that is subject to solicitor-client privilege, including communications necessary for that purpose. Carried Council took a brief pause to allow the livestream of the Meeting to be severed. 3.In Camera Matters 3.1 Confidential Verbal Update from the Director, Corporate Services & City Solicitor Re: Appeal by Joshani Homes Ltd. of Council’s Refusal to Pass a Zoning By-law Amendment Property Address: 375 Rosebank Road File: A 03/19 OLT Case No.: OLT-21-001742 This portion of the meeting was closed to the public. Refer to the In Camera meeting minutes for further information. [City Clerk has custody and control of the In Camera minutes.] 3.2 Confidential Verbal Update from the Director, Corporate Services & City Solicitor Re: Appeal by Claremont Development Corporation of Council’s Neglect to Make a Decision on Two Zoning By-law Amendments and a Draft Plan of Subdivision Property Address: 5113 Old Brock Road, Hamlet of Claremont Files: A 9/90, A 17/90, 18T-90016(R) OLT Case No: PL171210 OLT File No.’s: PL171210, PL171211, PL171212 This portion of the meeting was closed to the public. Refer to the In Camera meeting minutes for further information. [City Clerk has custody and control of the In Camera minutes.] Resolution #891/22 Moved by Councillor Brenner Seconded by Councillor Doody-Hamilton That Council rise to the open session of the Special Meeting of Council. - 30 - Special Council Meeting Minutes May 2, 2022 Hybrid Electronic Meeting Main Committee Room 12:30 pm Carried Council took a brief pause to allow the livestream of the Meeting to be resumed. Mayor Ryan stated that during the closed portion of the meeting, Council considered matters pertaining to litigation or potential litigation, received advice that is subject to solicitor-client privilege, and provided direction to Staff and that the following motions were now before Council in open session: 3.1 Confidential Verbal Update from the Director, Corporate Services & City Solicitor Re: Appeal by Joshani Homes Ltd. of Council’s Refusal to Pass a Zoning By-law Amendment Property Address: 375 Rosebank Road File: A 03/19 OLT Case No.: OLT-21-001742 Resolution #892/22 Moved by Councillor Brenner Seconded by Councillor Pickles That the City respond to the appeal of Zoning By-Law Amendment Application A 03/19, by Joshani Homes Ltd., and that staff be directed to retain such external legal, planning and other consulting resources as are required to defend the decision of Council in this matter at the Ontario Land Tribunal and further, that external legal counsel be directed to pursue opportunities for mediation. Carried on a Recorded Vote as Follows: Yes Councillor Ashe Councillor Brenner Councillor Butt Councillor Doody-Hamilton Councillor McLean Councillor Pickles No Mayor Ryan 3.2 Confidential Verbal Update from the Director, Corporate Services & City Solicitor Re: Appeal by Claremont Development Corporation of Council’s Neglect to Make a Decision on Two Zoning By-law Amendments and a Draft Plan of Subdivision Property Address: 5113 Old Brock Road, Hamlet of Claremont Files: A 9/90, A 17/90, 18T-90016(R) OLT Case No: PL171210 - 31 - Special Council Meeting Minutes May 2, 2022 Hybrid Electronic Meeting Main Committee Room 12:30 pm OLT File No.’s: PL171210, PL171211, PL171212 Resolution #893/22 Moved by Councillor Brenner Seconded by Councillor Pickles That City staff be directed to proceed to negotiate Minutes of Settlement for applications for Draft Plan of Subdivision 18T-90016(R) and Zoning By-law Amendment A 09/90(R) and A 17/90(R) with the final settlement terms being subject to Council approval. Carried Unanimously on a Recorded Vote 4.Confirmation By-law By-law Number 7933/22 Councillor Butt, seconded by Councillor Doody-Hamilton moved for leave to introduce a by-law of the City of Pickering to confirm the proceedings of May 2, 2022. Carried 5.Adjournment Moved by Councillor McLean Seconded by Councillor Butt That the meeting be adjourned. Carried The meeting adjourned at 1:18 p.m. Dated this 2nd day of May, 2022. David Ryan, Mayor Susan Cassel, City Clerk - 32 - Executive Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 2:00 pm Council Chambers Chair: Councillor Ashe 1 Present: Mayor David Ryan Councillors: D. Pickles Also Present: M. Carpino -Chief Administrative Officer K. Bentley -Director, City Development & CBO P. Bigioni -Director, Corporate Services & City Solicitor S.Douglas-Murray - Director, Community Services B. Duffield -Director, Operations J. Hagg -Fire Chief R. Holborn -Director, Engineering Services S.Karwowski -Director, Finance & Treasurer S. Cassel -City Clerk C. Rose -Chief Planner D. Jacobs -Manager, Policy & Geomatics K. Senior -Manager, Accounting Services S. Boyd -Deputy Fire Chief R. Perera -Deputy Clerk M. Kish -Principal Planner, Policy K. Ashe M. Brenner S. Butt C. Doody-Hamilton B. McLean 1.Roll Call The City Clerk certified that all Members of Council were present and participating in- person, and noted that Mayor Ryan was participating electronically in accordance with the City’s Procedure By-law. 2.Disclosure of Interest No disclosures of interest were noted. 3.Delegations - 33 - Executive Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 2:00 pm Council Chambers Chair: Councillor Ashe 2 There were no delegations. 4.Matters for Consideration 4.1 Director, Corporate Services & City Solicitor, Report CLK 03-22 Restricted Acts after Nomination Day (Lame Duck Period) -Delegation of Authority under Section 275 of the Municipal Act Recommendation: Moved by Councillor Pickles Seconded by Councillor Butt 1.That Report CLK 03-22, regarding Restricted Acts after Nomination Day (Lame Duck Period), Delegation of Authority under Section 275 of the Municipal Act, be received; 2.That the draft By-law, included as Attachment #1 to Report CLK 03-22, be approved and brought forward for enactment at the May 24, 2022 Meeting of Council; and, 3.That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated in this Report. Carried 4.2 Director, Engineering Services, Report ENG 12-22 Pine Creek Erosion Assessment Municipal Class EA Study -Consulting and Professional Services A question and answer period ensued between Members of the Committee and Richard Holborn, Director, Engineering Services, regarding: •whether the beaver activity in the Pine Creek would have any impact to the work that would be undertaken; and, •whether the cost of the study included reviewing the storm sewers that outfall into the creek. Recommendation: Moved by Councillor McLean Seconded by Councillor Brenner - 34 - Executive Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 2:00 pm Council Chambers Chair: Councillor Ashe 3 1.That Council approve the hiring of Aquafor Beech Ltd. for consulting and professional services for the preparation of the Pine Creek Erosion Assessment Municipal Class Environmental Assessment (EA) Study, in accordance with Purchasing Policy Item 10.03 (c), as the assignment is above $50,000.00; 2.That the fee proposal submitted by Aquafor Beech Ltd. for consulting and professional services for the preparation of the Pine Creek Erosion Assessment Municipal Class EA Study, in the amount of $84,976.00 (HST included) be accepted; 3.That the total gross project cost of $110,876.00 (HST included), including the fee amount and other associated costs, and the total net project cost of $99,847.00 (net of HST rebate) be approved; 4.That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $99,847.00 as follows: a)the sum of $86,867.00 as approved in the 2022 Current Budget, to be funded from Property Taxes; b)the sum of $12,980.00 as approved in the 2022 Current Budget, to be funded by a transfer from the Development Charges Reserve Fund – Stormwater Management; and, 5.That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Carried 4.3 Director, Engineering Services, Report ENG 13-22 Consulting and Professional Services for the Detailed Design for Maintenance and Retrofit of the Lisgoold Stormwater Management Pond A question and answer period ensued between Members of the Committee and Richard Holborn, Director, Engineering Services, regarding: •clarification regarding whether the intention of the project was to clean or rebuild the pond; •the average retention time of a Stormwater Management Pond and the timeline for construction; - 35 - Executive Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 2:00 pm Council Chambers Chair: Councillor Ashe 4 •whether the project could be done simultaneously with the Peter Mathews project and the need for both projects to be monitored during construction; •investigating vegetation removal and invasive species in the area; •ensuring that the public was aware of the work being done early on in the project; •whether there were opportunities to construct a walking path to Centennial Park or to the stream during the construction; •whether the analysis of the pond operation had taken into account projected increases in storm flows as a result of climate change; and, •the need to consider alternative methods to treat storm water flows to alleviate costs. Recommendation: Moved by Councillor Butt Seconded by Councillor McLean 1.That Council approve the hiring of TYLin International Canada Inc. for Consulting and Professional Services for the Detailed Design for the Maintenance and Retrofit of the Lisgoold Stormwater Management Pond in accordance with Purchasing Policy 10.03 (c), as the assignment is above $50,000.00; 2.That the fee proposal submitted by TYLin International Canada Inc. for Consulting and Professional Services for the Detailed Design for the Maintenance and Retrofit of the Lisgoold Stormwater Management Pond in the amount of $181,359.35 (HST included) be accepted; 3.That the total gross project cost of $209,440.00 (HST included), including the fee amount and other associated costs, and the total net project cost of $188,607.00 (net of HST rebate) be approved; 4.That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $188,607.00 from the Storm Water Management Reserve Fund; and, 5.That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Carried - 36 - Executive Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 2:00 pm Council Chambers Chair: Councillor Ashe 5 4.4 Director, Finance & Treasurer, Report FIN 08-22 2021 Year End Audit (Interim) Lilian Cheung, Partner, Deloitte, joined the hybrid electronic meeting via electronic connection to present the Year End Audit . Ms. Cheung stated that five audit risk areas had been identified with the addition of two new audit areas including the implementation of a new financial system and new accounting standards for the public sector which would be implemented soon. She added that the Audit Report was consistent with the previous year. A question and answer period ensued between Members of the Committee and Ms. Cheung regarding whether the audit analyzed the City’s investment strategies with Ms. Cheung advising that compliance to internal policies relating to investment strategies was a component of the Audit. Recommendation: Moved by Councillor Pickles Seconded by Councillor Brenner It is recommended that the Audit Service Plan as submitted by Deloitte LLP, set out in Attachment 1 to this report, be received for information. Carried 4.5 Fire Chief, Report FIR 01-22 Community Emergency Management Program (CEMP) and Community Emergency Management Plan -Proposed Housekeeping Amendments John Hagg, Fire Chief, provided a brief overview of Report FIR 01-22 and the proposed updates to the Community Emergency Management Program and Plan and noted that consultation with the Director of Durham Emergency Management had taken place to ensure the Plan dovetailed with the Regional Emergency Plans and Procedures. Recommendation: Moved by Councillor Butt Seconded by Councilor Doody-Hamilton 1.That Report FIR 01-22 of the Fire Chief be received; - 37 - Executive Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 2:00 pm Council Chambers Chair: Councillor Ashe 6 2.That the Mayor and Council hereby appoint Deputy Fire Chief Steve Boyd, Community Emergency Management Coordinator (CEMC) as Chair of the Community Emergency Management Program Committee; 3.That the Mayor and Council hereby adopt the changes reflected in the report below as amended in the attached By-law; 4.That Council approve the attached draft Community Emergency Management Plan that includes the changes above and other minor housekeeping amendments; and, 5.That By-law 7620/18 and By-law 7746/20 be repealed in their entirety and that the attached draft By-law be enacted. Carried 4.6 Director, City Development & CBO, Report PLN 23-22 Tree Protection Project -Project Findings Kyle Bentley, Director, City Development & CBO, provided a brief overview of Report PLN 23-22 noting that Staff had undertaken a comprehensive review process and were recommending proceeding with a process to amend the City’s existing tree protection by-law to afford greater protection to more trees within the City. A question and answer period ensued between Members of the Committee and Mr. Bentley, regarding: •the timelines for Staff to report back to Council; •the mechanisms currently in place only covering 38% of the City’s tree protection area and the goal of the review process being to capture remaining areas with mature trees; and, •whether the new tree by-law would speak to trees that to may be removed due to health issues. Staff were requested to provide a Memorandum regarding the work plan timelines for the Project prior to the May 24th Council Meeting. Recommendation: Moved by Councillor Brenner - 38 - Executive Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 2:00 pm Council Chambers Chair: Councillor Ashe 7 Seconded by Councillor McLean 1.That Report PLN 23-22 of the Director, City Development & CBO, on the results of staff’s investigation into the implementation of a by-law for the protection of trees, and which responds to Item 2(c) of Council Resolution #428/20, be received for information; and, 2.That Council authorize staff to undertake a process to amend the existing Tree Protection By-law 6108/03, as amended, to afford greater protection to more trees within the City of Pickering, and which will include a public engagement process, and report back to Council. Carried 5.Other Business 5.1 Councillor McLean spoke to new waterfront parking fees and inquired whether a 15-day grace period was being applied before enforcement would commence with Paul Bigioni, Director, Corporate Services & City Solicitor, advising that enforcement would not be carried out for the next two weeks. 6.Adjournment Moved by Councillor Butt Seconded by Councillor Doody-Hamilton That the meeting be adjourned. Carried The meeting adjourned at 2:30 pm. - 39 - Planning & Development Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 7:00 pm Council Chambers Chair: Councillor Brenner 1 Present: Mayor David Ryan Councillors: D. Pickles Also Present: M. Carpino -Chief Administrative Officer K. Bentley -Director, City Development & CBO P. Bigioni -Director, Corporate Services & City Solicitor S. Cassel -City Clerk C. Rose -Chief Planner N. Surti -Manager, Development Review & Urban Design R. Perera -Deputy Clerk C. Morrison -Principal Planner, Development Review I. Lima -(Acting) Planner II K. Ashe – arrived at 7:20 p.m. M. Brenner S. Butt C. Doody-Hamilton B. McLean 1.Roll Call The City Clerk certified that all Members of Council were present, and participating in- person, save and except Councillor Ashe, and noted that Mayor Ryan was participating electronically in accordance with the City’s Procedure By-law. 2.Disclosure of Interest No disclosures of interest were noted. 3.Statutory Public Meetings Councillor Brenner, Chair, gave an outline of the requirements for a Statutory Public Meeting under the Planning Act. He outlined the notification process procedures and also noted that if a person or public body does not make oral or written submissions to the City before the By-law is passed, that person or public body are not entitled to appeal the decision of City Council to the Ontario Land Tribunal (OLT), and may not be entitled to be - 40 - Planning & Development Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 7:00 pm Council Chambers Chair: Councillor Brenner 2 added as a party to the hearing unless, in the opinion of OLT, there are reasonable grounds to do so. Catherine Rose, Chief Planner, appeared before the Committee to act as facilitator for the Statutory Public Meeting portion of the meeting, explaining the process for discussion purposes as well as the order of speakers. Moved by Councillor Pickles Seconded by Councillor Doody-Hamilton That the rules of procedure be suspended to allow one additional delegation, under Section 3.1 of the agenda regarding Information Report No. 08-22. Carried on a Two-Thirds Vote 3.1 Information Report No. 08-22 Zoning By-law Amendment Application A 14/21 197229 Ontario Inc. 5329 Brock Road A statutory public meeting was held under the Planning Act, for the purpose of informing the public with respect to the above-noted application. Isabel Lima, (Acting) Planner II, provided the Committee with an overview of Zoning By-law Amendment Application A 14/21. Through the aid of a PowerPoint presentation, Ms. Lima outlined the subject lands, noting that the purpose of the amendment was to permit an existing landscape and pool installation business on the subject lands. She further spoke to the planning policy framework, planning and design comments, and the next steps in the application process. Catherine Rose, Chief Planner, stated that since the recording of the Staff presentation, a public comment was received expressing concern for illegal uses being established prior to receiving proper zoning approvals. Grant Morris, Planning Consultant, Grant Morris Associates Ltd., joined the hybrid electronic meeting via audio connection on behalf of 197229 Ontario Inc. He stated that his client had prepared a number of plans to satisfy the requirements of the Toronto and Region Conservation Authority (TRCA) adding that while they had not yet provided comments, the TRCA have accepted the proposal in principle. He further noted that the TRCA had not expressed objections to the fill which was placed on the subject lands by his client. - 41 - Planning & Development Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 7:00 pm Council Chambers Chair: Councillor Brenner 3 A question and answer period ensued between Members of the Committee, staff, and Mr. Morris, regarding: • the fill which was placed on the lands and information on the discussions held with the TRCA in this regard; • the environmentally sensitive lands, on the eastern portion of the property, being transferred over to a public authority; • whether comments were received from the Region regarding the reactivation of a well and potential septic locations; • the business name of the applicant and the nature of their business; • the zoning that was in place when the lands were first purchased by the applicant; • whether there were plans for the safe storage of heavy equipment and confirmation that chemicals were not being stored on the subject lands; • concern regarding the lack of public input on the application and information regarding the public notification process; • the storage location for the heavy machinery that would be stored on site; • Brock Road being a busy road and whether there would be a second access point into the site; • the number of employees that would be working on the site; and, • whether the applicant was in compliance with the Occupational Safety and Health Act. 4. Delegations 4.1 Michael Vani, Associate, Weston Consulting Re: Report PLN 24-22 Zoning By-law Amendment Application A 06/21 Unique AT Holding Corporation Part of Lot 21, Concession 1 Now Parts 5, 10, 13, 19, 24, 27 to 30, 38, 41, 43 40R-31180 Michael Vani, Associate, Weston Consulting, joined the hybrid electronic meeting via audio connection and noted that the proposed development was the final component of the Universal City development. Mr. Vani added that the Universal City development would bring two additional towers to the City’s skyline, central parks space, and new commercial and retail space. He concluded his delegation by expressing support of the staff recommendation. A question and answer period ensued between Members of the Committee, staff, and Mr. Vani, regarding: - 42 - Planning & Development Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 7:00 pm Council Chambers Chair: Councillor Brenner 4 • information regarding the commercial and retail component, the public piazza, and the green roofs; • whether the green roof would be accessible to residents; • whether there would be spaces for car rental services on the site; • the reduction to the total number of residential parking spaces and whether the spaces that were not being used could be retrofitted for EV parking spaces; • whether the EV parking spaces would require prior reservation from residents when buying their homes or whether the spaces would be located near the visitor parking area; • the proposal requiring approval from the City’s Site Plan Committee; • the total number of units in the buildings and the amenities that would be included; • the lack of tennis courts in the area and whether the site could include tennis courts; • whether the site would contain an interfaith room; and, • the sustainability features that would be offered. 5. Planning & Development Reports 5.1 Director, City Development & CBO, Report PLN 24-22 Zoning By-law Amendment Application A 06/21 Unique AT Holding Corporation Part of Lot 21, Concession 1 Now Parts 5, 10, 13, 19, 24, 27 to 30, 38, 41, 43 40R-31180 A question and answer period ensued between Members of the Committee and staff regarding: • the original City Centre plans for a second pedestrian bridge linking to the Universal City Development and whether that project would still be moving forward; • whether there would be a bicycle lane on Sandy Beach Road to connect to the site; and, • Celebration Drive being designed for multi-mode transportation. Recommendation: Moved by Councillor Ashe Seconded by Councillor McLean - 43 - Planning & Development Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 7:00 pm Council Chambers Chair: Councillor Brenner 5 1. That Zoning By-law Amendment Application A 06/21, submitted by Unique AT Holding Corporation, to permit a high-density, mixed-use development consisting of 2 residential towers, having heights of 46 and 54 storeys, with a total of approximately 1,067 residential units, located on the north side of future Celebration Drive, be approved, and that the draft Zoning By-law Amendment, as set out in Appendix I to Report PLN 24-22, be finalized and forwarded to Council for enactment; 2. That Council grants an exemption in accordance with Section 45 (1.4) of the Planning Act, R.S.O. 1990; c. P.13 as amended, and permits the Committee of Adjustment to consider minor variance applications resulting from the processing of future site plan or building permit applications submitted by Unique AT Holding Corporation, for the lands municipally known as Part of Lot 21, Concession 1, Now Parts 5, 10, 13, 19, 24, 27 to 30, 38, 41, 43 40R-31180, before the second anniversary of the day on which an applicant-initiated zoning by-law amendment was enacted for the subject lands; and, 3. That Council authorize the Director, Corporate Services & City Solicitor to update the executed Master Development Agreement between the City and the participating landowners (Unique AT Holding Corporation and Universal City One Developments Inc.) to remove the pedestrian walkway along the west lot line connecting from the future Celebration Drive to the Pickering GO Station to the north, and to enlarge the parkland dedication to also account for the parkland requirements imposed on Universal City Six Developments Inc. in respect of the lands at 1010 Sandy Beach Road. Carried 6. Other Business There was no other business. 7. Adjournment Moved by Councillor McLean Seconded by Councillor Butt That the meeting be adjourned. Carried - 44 - Planning & Development Committee Meeting Minutes May 2, 2022 Hybrid Electronic Meeting – 7:00 pm Council Chambers Chair: Councillor Brenner 6 The meeting adjourned at 8:18 p.m. - 45 - Town of Whitby 575 Rossland Road East, Whitby, ON L1N 2M8 905.430.4300 whitby.ca April 26, 2022 Via Email: Honourable Steve Clark Minister of Municipal Affairs and Housing steve.clark@pc.ola.org Honourable Doug Ford Premier of Ontario premier@ontario.ca Honourable Lorne Coe M.P.P., Whitby lorne.coe@pc.ola.org Re: Planning and Development (Planning Services), Legal and Enforcement Services, Financial Services, and Community Services Department Joint Report, PDP 31-22 Re: Ontario Bill 109 – More Homes for Everyone Act, 2022 Please be advised that at a meeting held on April 25, 2022, the Council of the Town of Whitby adopted the following as Resolution # 104-22: 1.That Report PDP 31-22 be endorsed as the Town’s comments on Provincial Bill 109 – the More Homes for Everyone Act, 2022, and other associated proposed changes. 2.That the Clerk forward a copy of Report PDP 31-22 to the Honourable Steve Clark, Minister of Municipal Affairs and Housing, the Premier of Ontario, Doug Ford, MPP Lorne Coe, Leader of the Official Opposition, Andrea Horwath, Leader of the Ontario Liberal Party, Steven Del Duca, Leader of the Ontario Green Party, Mike Schreiner, and the Association of Municipalities of Ontario. 3.That the Clerk forward a copy of the Report for information to the Council of the Regional Municipality of Durham and its area municipalities. Should you require further information, please do not hesitate to contact the Planning and Development Department at 905-430-4306. Chris Harris Town Clerk Corr. 20-22 - 46 - Page 2 of 2 Attachment: PDP 31-22, Ontario Bill 109 – More Homes for Everyone Act, 2022 Copy: Association of Municipalities of Ontario (AMO) - amo@amo.on.ca Ministry of Municipal Affairs and Housing - planningconsultation@ontario.ca A.Horwath, Leader of the Official Opposition - horwatha-qp@ndp.on.ca S. Del Duca, Leader of the Ontario Liberal Party - info@ontarioliberal.ca M. Schreiner, Leader of the Ontario Green Party - Mschreiner@ola.org N. Cooper, Director of Legislative and Information Services, Town of Ajax - clerks@ajax.ca F. Lamanna, Clerk/Deputy CAO, Township of Brock - fernanddo.lamanna@brock.ca J. Gallagher, Municipal Clerk, Municipality of Clarington - clerks@clarington.net M. Medeiros, City Clerk, City of Oshawa - clerks@oshawa.ca S. Cassel, City Clerk, City of Pickering - clerks@pickering.ca B. Jamieson, Director of Corporate Services/Municipal Clerk, Township of Scugog - bjamieson@scugog.ca D. Leroux, Clerk, Township of Uxbridge - dleroux@town.uxbridge.on.ca R. Saunders, Commissioner of Planning and Development - saundersr@whitby.ca - 47 - Town of Whitby Staff Report whitby.civicweb.net Report Title: Ontario Bill 109 – More Homes for Everyone Act, 2022 Report to: Council Date of meeting: April 25, 2022 Report Number: PDP 31-22 Department(s) Responsible: Planning and Development Department (Planning Services) Legal and Enforcement Services Financial Services Department Community Services Department Submitted by: R. Saunders, Commissioner of Planning and Development Acknowledged by M. Gaskell, Chief Administrative Officer For additional information, contact: Lori Tesolin, MCIP, RPP Principal Planner, Policy and Heritage Planning, x. 2858 Ed Belsey, MCIP, RPP Senior Manager, Policy and Heritage Planning, x. 2805 1.Recommendation: That Report PDP 31-22 be endorsed as the Town’s comments on Provincial Bill 109 – the More Homes for Everyone Act, 2022, and other associated proposed changes. That the Clerk forward a copy of Report PDP 31-22 to the Honourable Steve Clark, Minister of Municipal Affairs and Housing, the Premier of Ontario, Doug Ford, and MPP Lorne Coe. That the Clerk forward a copy of the Report for information to the Council of the Regional Municipality of Durham and its area municipalities. 2.Highlights: The Province adopted Bill 109, the More Homes for Everyone Act, 2022 on April 13, 2022, and it received Royal Assent on April 14, 2022 (refer to Attachment #1). - 48 - Report PDP 31-22 Council Page 2 of 14 The Province has also introduced a number of associated legislative and regulatory changes (refer to Attachments #2 through #8). The changes intend to address increasing housing costs, protect homebuyers, and create more housing options for homeowners and renters, including accelerated development timelines, as an attempt to have more homes built faster. The legislation amends the Planning Act, the Development Charges Act, the City of Toronto Act, the New Home Construction Licensing Act, the Ontario Home Warranties Plan Act, and the Rebuilding Consumer Confidence Act. In principle, the Town of Whitby supports the Ministry of Municipal Affairs and Housing’s efforts to address housing needs in Ontario, including affordable housing. However, the Town of Whitby has significant concerns with aspects of the legislative changes, including: o The development application fee refund structure will have substantial negative financial impacts on the municipality. It will erode funding for staff levels to review applications, and rush the review and consultation process, thereby limiting the ability to build sustainable, complete communities. o The Community Infrastructure and Housing Accelerator provisions permits proponents to ignore local Official Plan policies. Official Plans are critical for managing long term population and employment growth in a sustainable manner, and are developed in consultation with the community they serve. o Prescribing what a municipality may apply as conditions to a plan of subdivision, may limit the ability to hold proponents accountable to appropriate development, design, and construction practices. It may also impact the municipality’s ability to achieve the goals set out in local/regional Official Plans, as well as Provincial Plans and Policy Statements related to affordable housing, climate change, etc. o The parkland dedication rate should not be based on land values. Parks planning should focus on the amount of population generated and residential units proposed, to ensure adequate access to parks across a municipality. o Allowing landowners and applicants to stipulate the type of surety bonds and other prescribed instruments used to secure obligations, will potentially undermine the municipality’s ability to ensure these instruments are appropriate. It could also undermine the municipality’s ability to hold proponents accountable to fulfilling their obligations, increase the cost and difficulty of administering these securities, and result in negative impacts to the community. - 49 - Report PDP 31-22 Council Page 3 of 14 o Prescribing requirements for reporting on development applications may result in upfront costs for additional workload and technology needed to update practices and procedures. The Province should provide funding for municipalities to meet the requirements. Any additional administrative burden takes up time and resources, which could delay approval processes. o The changes to reporting on variances on capital projects in the Development Charges background study may be administratively burdensome and impractical for some municipalities, and counterintuitive to streamlining processes. The Town of Whitby recommends that the requirement be a high-level statement on each of the defined development charge service levels. o Bill 109 does not recognize that local flexibility is essential to implementing actions that address housing options and affordability, in order to ensure that the unique and different challenges facing large and small, urban, rural, and northern municipalities are appropriately addressed. o Reducing barriers to allow for greater uptake of affordable housing and gentle intensification should not be at the expense of the natural environment, food systems, cultural heritage resources, and other critical infrastructure and services that allow residents to live a healthy, sustainable and affordable lifestyle. o Although Bill 109 appears to reduce time, costs, and obligations for developers and builders, there are no mechanisms to ensure, and it is unclear how, such savings are passed on to the homebuyer to ensure long-term affordability. An increase in supply does not necessarily mean an increase in affordability. o Providing financial savings to development proponents will place a greater burden on taxpayers having to compensate for municipal services. o Provincial permitting processes are also responsible for delaying projects from receiving a municipal building permit (e.g. approvals required under the Environmental Protection Act, the Public Transportation and Highway Improvement Act, the Endangered Species Act. etc.) The Province should streamline its own processes and timelines through a one-window approach for a development proponent to obtain these permits and approvals. o The comment period for Bill 109 is insufficient for municipalities, other stakeholders, and the general public to fully review, analyze, an d understand its long term impacts on local communities. More adequate consultation needs to be undertaken for such substantial changes to support affordable housing. - 50 - Report PDP 31-22 Council Page 4 of 14 3. Background: The Province of Ontario tabled Bill 109, the More Homes for Everyone Act, 2022 on March 30, with a 30-day public commenting period ending on April 29. Despite the 30-day comment period, the Province adopted Bill 109, the More Homes for Everyone Act, 2022 on April 13, 2022 and it received Royal Assent on April 14, 2022. Some provisions are immediately in force, while others will wait for a later proclamation or come into force as of July 1, 2022, or January 1, 2023. The Province is also seeking comments on proposals to address “missing middle” housing, as well as expand permissions for housing in northern and rural areas. Bill 109 and its related proposals are in response to the Ontario Housing Affordability Task Force Report, which was released on February 08, 2022. The Task Force Report was developed in consultation with real estate and building industry experts, academics, Indigenous representatives and other stakeholders. It had limited consultation with municipalities. The Task Force itself, had no municipal representation. The report provided 55 recommendations to potentially address the housing needs in Ontario and have more homes built faster. Bill 109 implements certain changes recommended by the Task Force to incentivize the timely processing of certain applications to bring housing to market faster and increase transparency. This includes changes to the Planning Act, the City of Toronto Act, 2006, the Development Charges Act, 1997, the New Home Construction Licensing Act, 2017, the Ontario New Home Warranties Plan Act, and the and the Rebuilding Consumer Confidence Act. Details are provided below. 4. Discussion: In principle, the Town of Whitby supports the Ministry of Municipal Affairs and Housing’s efforts to address Ontario’s housing needs. However, the Town of Whitby is concerned that the proposed legislation would have significant negative financial impacts on the municipality and would result in negative impacts to building sustainable, complete communities. Although it appears that the proposed changes could reduce time, costs, and obligations for developers and builders, there are no mechanisms to ensure, and it is unclear how, such savings are passed on to the homebuyer to ensure long- term affordability. Key changes to each Act impacted by Bill 109 are described below, and detailed comments are provided. - 51 - Report PDP 31-22 Council Page 5 of 14 4.1. Planning Act Refunds for Development Application Fees The proposed legislative changes would require municipalities to gradually refund Planning Act application fees to applicants who do not receive a decision on a zoning by-law amendment application, or site plan application, within the legislated timelines. The proposed refund structure is summarized below in Table 1: The new refund requirements will come into force on January 1, 2023. Comments: Introducing the proposed fee refund system would significantly impact the Town’s budgets and the ability to provide an appropriate level of service. Fees are based on the principle of cost recovery to support the staff and resources required to complete the review of development applications. This change would potentially force staff (and agencies) to rush the review of applications. The shorter review windows remove the municipality’s ability to conduct a comprehensive risk and due diligence for things like flood risk, natural heritage, cultural heritage, existing infrastructure age and capacity, public consultation, etc. Planning Applications are iterative processes between the developer and the municipality, and the developer often makes changes to their application in response. This process is very difficult to achieve within the legislative timeframes. Applications that are not “ripe” for approval within the legislative timeframes could be rejected, leading to lengthy and costly appeals for the developer and municipality. - 52 - Report PDP 31-22 Council Page 6 of 14 Taxpayers should not subsidize the costs of processing development applications where refunds are provided – growth should pay for growth, including the costs associated with appropriately processing development applications. Site Plan Control Provisions would be amended to allow for mandatory Pre-Consultation meetings for Site Plan applications, as well as a 30-day complete application review requirement, in line with other development application types (e.g., Zoning Amendment, etc.). Regulation-making authority will prescribe complete application requirements for Site Plan applications. It would be prescribed that all Site Plan approval be delegated to municipal staff for applications made on or after July 1, 2022. The approval deadline for Site Plans would be extended to 60 days from 30. Comments: Extending the Site Plan approval timeline extension is generally a positive proposed change. Formalizing complete application requirements for Site Plan applications, similar to other development applications, would help to ensure all necessary information is provided before applications are circulated for review. However, formally prescribing that Site Plan approval be delegated to staff would eliminate Council’s ability to review site plan applications. Currently, Council has delegated to the Commissioner of Planning and Development site plan approval authority, which Council may rescind, or “bump-up”, for Council’s approval. Community Infrastructure and Housing Accelerator New provisions allow the Minister of Municipal Affairs and Housing the power to make orders to respond to municipal Council resolutions requesting expedited zoning, outside of the Greenbelt Area. The Minister is required to establish guidelines governing how commu nity infrastructure and housing accelerator orders may be made. Draft Guidelines indicate that provisions may be included related to: the types of priority developments a Community Infrastructure and Housing Accelerator order could be used for (e.g., community infrastructure, housing, including affordable housing, buildings that facilitate employment and economic development, and mixed use developments); - 53 - Report PDP 31-22 Council Page 7 of 14 where the Community Infrastructure and Housing Accelerator order may or may not be used (e.g., certain geographically defined areas); and, other matters related to the use of the Community Infrastructure and Housing Accelerator tool. When making a Community Infrastructure and Housing Accelerator order, the Minister would be allowed, upon request of a loca l municipality, to provide that specific subsequent approvals are not subject to provincial plans, the Provincial Policy Statement and municipal official plans (e.g. subsequent permits, licences, plans of subdivision, site plans). Comments: The Community Infrastructure and Housing Accelerator provisions appears to codify the current process for “Minister’s Zoning Order” style powers, which are only exercised at the request of the municipality, but subject to Minster approval and any conditions as applicable. The exercise of this power is limited to certain types of priority developments that will be identified in Regulation. While the provisions would accelerate housing development, the Town is concerned where approvals would not be required to meet local policies outlined in a local Official Plan. Official Plans are developed with extensive community consultation, and are a critical guide for the municipality to manage long-term population and employment growth in a manner that respects the local urban design, cultural, economic, environmental, and overall sustainability goals of the community. To ensure critically sensitive environmental lands are protected for the benefit of biodiversity, and climate risk reduction, we encourage the Province also to consider excluding the following lands: Headwaters; Lands within an identified flood plain; Sensitive ecoregions including coastal and provincially significant wetlands; and, Areas that include significant populations of Species at Risk . Any changes in regulation should not further limit public consultation. Any conditions requested by the municipality for an order under the accelerator should be included in the approval as a matter of course. - 54 - Report PDP 31-22 Council Page 8 of 14 Plans of Subdivision The amendments establish a regulation-making authority for the Minister to prescribe what can or cannot be included as conditions of subdivision approval. There is also be a new discretionary authority given to municipalities to re-instate Draft Plan of Subdivision approvals that have lapsed within the past 5 years. Comments: A municipality may apply conditions to a plan of subdivision approval, as a way to ensure protection of natural environmental features, or the conservation of cultural heritage resources. Conditions could also be included to hold development proponents accountable to sound design and construction practices. Depending on what the Minister would prescribe as what can, or cannot be included as conditions of a subdivision approval, it should not limit the ability for a municipality to obtain the best planning outcomes for a local community. Parkland Dedication The proposed amendments would introduce a tiered alternate Parkland Dedication method for lands designated as Transit-Oriented Community Land under the Transit-Oriented Communities Act. For lands 5ha or less, 10% of the land or value is to be provided. Fo r lands greater than 5ha, 15% of the land or value is to be provided. Comments: The Town of Whitby currently does not have lands designated as Transit- Oriented Community Land. However, such Transit-Oriented Community Projects have been undertaken around major rapid transit station areas, like Whitby GO. A parkland dedication rate based solely on land values is not supported. The basis the Town’s parks planning, whether policy or site specific development, focuses on the amount of population generated and re sidential units proposed or identified for an area, to ensure adequate access to park space for all residents across our municipality, regardless of whether a neighbourhood has a higher land value compared to others. Parks are critical for the health and well-being of community members. They are also essential for flood management, water quality, air quality, providing vegetative and replacing habitat for wildlife, while also beautifying a community, and attracting economic development to an area. - 55 - Report PDP 31-22 Council Page 9 of 14 Community Benefits Charge and Parkland O.Reg 509/20 The proposed amendments to O. Reg. 509/20 intends to set out how “reporting on community benefits charges (CBCs) and parkland dedication levies are to be made public”, with a view to requiring this information to be posted on the municipality’s website. Municipalities would also be required “to report on how the municipal needs for parks, set out within their parks plans, is being addressed thought parkland dedication levies.” Comments: The Town of Whitby has no objection in principle to the proposal to post reports on CBC’s and parkland dedication levies on the Town’s municipal website, provided that it does not come with additional administrative requirements or costs. While the Town currently does not have any CBC levies, the annual Treasurer’s statement for development charges and parkland dedication revenues and expenditures are posted on the Town’s website annually. The Town of Whitby supports the long-term planning for parks, but has a concern that the disclosure of parkland dedication levies set aside for future parkland acquisitions, may compromise future land negotiations. Comments related to this regulation were due earlier than April 29, 2022. Refer to Attachment #8 for a copy of the Town of W hitby comments on O.Reg 509/20 to the Ministry of Municipal Affairs, Municipal Finance Policy Branch, on April 06, 2022. Regional Official Plans and Official Plan Amendments - Referral of Minister’s Decisions to the Ontario Land Tribunal The changes allow the Minster to suspend the 120-day appeal period for Regional Official Plan approval and amendments to the Region’s Official Plan, as well as refer all or part(s) of an Official Plan Matter to the Ontario Land Tribunal (OLT) for a recommendation. The legislation now allows the Minister to refer decisions they could make on Official Plans and Official Plan Amendments under the Planning Act to the OLT for review and recommendation. Comments: As the Minister is the Approval authority for Regional Official Plans and Official Plan Amendments, this change would not affect the Town directly. However, if a Regional Official Plan or Official Plan Amendment were referred to the OLT, it would provide the Town the opportunity to make recommendations to the Tribunal regarding the Minister’s decision. - 56 - Report PDP 31-22 Council Page 10 of 14 Conversely, if there is a Regional policy direction that the Town supports that would have not otherwise been appealable, this process would result in a longer and costly process of justifying that policy through an OLT hearing. This change would be counterintuitive to the Province’s stated goal of streamlining and accelerating development approvals. Other The proposed legislative changes would also: Require municipalities with a community benefits charge (CBC) by-law to undertake and complete a review, including consulting publicly, on their by- law at least once every five years. Establish regulation-making authority to authorize landowners and applicants to stipulate the type of surety bonds and other prescribed instruments to be used to secure obligations in connection with land use planning approvals Introduce a new regulation-making authority to allow the Minister to require reporting on municipal planning matters including development applications. Comments: The Town currently accepts letters of credit as financial securities for obligations. Allowing landowners and applicants to stipulate the type of surety bonds (an insurance product) and other prescribed instruments in place of an irrevocable letter of credit (cash security), could potentially undermine the Town’s ability to ensure these instruments are appropriate, and present an increased administrative burden on the Town to enforce those bonds. It also undermines the Town’s ability to hold proponents accountable to fulfilling their obligations and limit negative impacts to achieving the best planning outcomes for the community. While the Town currently collects data and provides reporting, prescribing reporting requirements on development applications in Regulation, may result in upfront costs associated with additional workload and technology needed to update internal practices and procedures to meet the content requirements and reporting deadlines. Additional administrative costs or requirements may have the unintended consequence of delaying development approvals due to added administration. 4.2. Development Charges Act O.Reg 82/98 The legislation amends the Act to require a Treasurer’s statement be made publicly available, either posted on a website, or (if no website), in the municipal - 57 - Report PDP 31-22 Council Page 11 of 14 office. The section also gives authority to the Province to pass regulations prescribing how the statement is to look. O.Reg. 82/98 requires a “municipal treasurer, in their annual Treasurer’s statement, to set out whether the municipality still anticipates incurring the capital costs projected in the municipality’s Development Charge (DC) background study for a given service. If not, an estimate of the anticipated variance from that projection would be provided along with an explanation for it, The proposed amendment would apply to Ontario municipalities that have a development charge by-law. Whitby’s Development Charges By-law # 7748-21 came into effect on July 01, 2021. Comments: The Town of Whitby currently prepares and posts, on the Town’s website, an annual Treasurer’s report/statement for development charges. The requirement to report on variances to growth -related capital projects in the DC background study may be administratively burdensome and impractical for some municipalities. The detailed reporting may consume resources that would otherwise be dedicated to processing/ streamlining the development finance process. Whitby is a rapidly growing municipality, with hundreds of growth related capital projects in the Town’s DC Background Study and Capital Forecast. The Town of Whitby recommends that the requirement be a high-level statement on each of the defined development charge service levels. Such a statement could also include an update on the rate of collection and spending/expenditures in relation to the forecast in the DC Study for the municipality. Comments related to this regulation were due earlier than April 29, 2022. Refer to Attachment #8 for a copy of the Town of Whitby comments on O.Reg 82/98 to the Ministry of Municipal Affairs, Municipal Finance Policy Branch, on April 06, 2022. 4.3. Building Permit Process Bill 109 appears to be mainly focused on municipal processes, fees, and obligations related to the planning and development of housing in Ontario. Comments: Provincial and other agency permitting processes are also responsible for delaying projects from receiving a municipal building permit to move forward (e.g. permits and other approvals required from respective Ministries related to the Environmental Protection Act, the Public Transportation and Highway Improvement Act, the Endangered Species Act, etc.). - 58 - Report PDP 31-22 Council Page 12 of 14 The Province should review how it can streamline its own processes to provide a one-window approach for a development proponent to obtain these approvals, which impacts the ability for a municipality to issue a building permit for housing. 4.4. Missing Middle and Gentle Density Through ERO Posting 019-5286 (refer to Attachment #) the province is also seeking feedback on the Housing Supply Action Plan’s recommendations regarding increasing the “missing middle” portion of housing supply. According to the Province, “missing middle” is a type of “gentle density” used to describe a wide range of multi-unit housing types compatible in scale with single-detached neighbourhoods, and that have gone ‘missing’ from many cities, and includes laneway housing, garden suites, duplexes, triplexes, fourplexes, rowhouses, townhouses, and low and mid-rise apartments. According to the Province, this “gentle density” and would have minimal impact on existing neighbourhoods while providing additional housing options. Neighbourhoods that offer a variety of housing choices can accommodate people of all ages and abilities, such that: young adults can stay in the neighbourhoods they grew up in (close to p arents); older people can age-in-place and stay in their preferred community; and, multigenerational families including people with disabilities and/or other care needs can live together to offset the high costs of housing, ch ildcare and/or long- term care. For example, the Province is seeking comments on the Affordable Housing Task Force’s report recommendations such as permitting “as-of-right” on a single residential lot: up to four residential units; a structure of up to four storeys; and, secondary suites, garden suites, and/or laneway houses. Comments: Staff support opportunities to provide a variety of housing options to serve multi-generational residents. However, the Province should not prescribe (through Planning Act changes or Regulations) that certain types of housing be permitted as of right in all neighbourhoods. Rather, lower tier municipalities should be empowered, and enabled, to determine the appropriate amount and type of housing that should be permitted within existing neighbourhoods where it would have the greatest impact. The “missing middle” should be based on local context. For instance, the Town’s ongoing Mature Neighbourhoods Study has been undertaken to specifically determine how best to accommodate this type of “missing middl e” - 59 - Report PDP 31-22 Council Page 13 of 14 housing (e.g. through appropriate Official Plan policies and zoning provisions) within existing, mature neighbourhoods. Based on a review of recent building permits, almost half (48%) of all new residential building permits were for “missing middle” type housing, including townhouses, apartments, and accessory apartments. The Province is seeking comments regarding the biggest barriers and delays to diversifying the types of housing in these neighbourhoods. In the experience of Town Staff, most of the resistance to “gentle density” is a result of what residents see as incompatible development proposals within stable neighbourhoods. As local municipalities are tasked with creating and building the neighbourhood context in which these applications arise, local municipalities should be empowered to determine the appropriate scale and type of “gentle density” to be allowed within stable neighbourhoods. 4.5. Next Steps Staff will continue to review and monitor the changes under Bill 109 and its related proposals/regulations, to determine potential local impacts and identify any administrative actions that may be needed if and when the new legislation comes into effect. 5.Financial Considerations: There are no financial implications at this time. Staff will continue to monitor as Bill 109 comes into force, and related regulations are released. 6.Communication and Public Engagement: Communication and public engagement on Bill 109 is the responsibility of the Province of Ontario. 7.Input from Departments/Sources: Review and input has been provided by the Planning and Development Department, as well as Financial Services, Legal Services, Community Services, and Strategic Initiatives. Staff have also reviewed comments from other municipalities and related s ources such as the Municipal Finance Officers Association of Ontario, and the Association of Municipalities of Ontario. Staff will continue to monitor for information from such sources as it is made available. 8.Strategic Priorities: The comments presented in this report align with Council Goals to remain the community of choice for families and become the community of choice for seniors and job creators; and to focus new growth around the principles of strong, walkable and complete neighbourhoods that offer mobility choices. - 60 - Report PDP 31-22 Council Page 14 of 14 The comments presented in this report align with the Town’s Corporate Strategic Plan Priority to be a high performing, innovative, effective and efficient organization, and aligns with Council Goals for affordability and sustainabili ty. 9.Attachments: Attachment #1 - Bill 109, More Homes for Everyone Act, 2022 Attachment #2 - Regulatory Registry of Ontario: Proposed Planning Act changes (the proposed More Homes for Everyone Act, 2022) Attachment #3 - Regulatory Registry of Ontario: Proposed amendments to O. Reg. 509/20 under the Planning Act in support of the proposed More Homes for Everyone Act, 2022 (Community Benefits Charges and Parkland) Attachment #4 - Regulatory Registry of Ontario: Proposed Development Charges Act changes (the proposed More Homes for Everyone Act, 2022) Attachment #5 - Regulatory Registry of Ontario: Proposed amendments to O. Reg. 82/98 under the Development Charges Act, 1997 in support of the proposed More Homes for Everyone Act, 2022 Attachment #6 - Environmental Registry of Ontario 019-5285: Community Infrastructure and Housing Accelerator Guideline Attachment #7 - Environmental Registry of Ontario 019-5286: Opportunities to increase missing middle housing and gentle density, including supports for multigenerational housing Attachment #8 - Town of Whitby comments in response to the proposed amendments to O. Reg. 82/98 and O. Reg. 502/20 in support of proposed More Homes for Everyone Act, 2022, sent to the Ministry of Municipal Affairs, Municipal Finance Policy Branch, on April 06, 2022. - 61 - Town of Whitby 575 Rossland Road East Whitby, ON L1N 2M8 905.430.4300 whitby.ca To: Ruchi Parkash, Director Municipal Finance Policy Branch Via email April 6, 2022 Re: The Corporation of the Town of Whitby’s Response to the proposed amendments to O. Reg. 82/98 and O. Reg. 502/20 in support of proposed More Homes for Everyone Act, 2022 This memo is to address proposed changes to O. Reg. 82/98 and O. Reg. 502/20 outlined in the Ontario Regulatory Registry proposal number 22-MMAH008 and 22- MMAH009, posted on March 30, 2022. Although, comments are generally due for Bill 109 on April 29, 2022, we note that comments related to the proposed changes to O. Reg. 82/98 and O. Reg. 502/20 are requested by April 6, 2022. Overall, the Town of Whitby supports the Ministry of Municipal Affairs and Housing’s efforts to address the current housing crisis and the Town is working on projects such as streamlining the development approval process. Comments on Proposed Changes to O. Reg. 82/98 (22-MMAH008) The proposed amendment to O. Reg. 82/98 requires a “municipal treasurer, in their annual treasurer statement, to set out whether the municipality still anticipates incurring the capital costs projected in the municipality’s Development Charge (DC) background study for a given service. If not, an estimate of the anticipated variance from that projection would be provided along with an explanation for it”. •Depending on the interpretation of the terms “variance” and “service”, the scale of impact to municipalities varies. •If the intent is for a detailed project by project reporting on timing and cost changes, then the changes to O. Reg. 82/98 may be administratively burdensome and impractical for some municipalities. The detailed reporting may consume resources that would otherwise be dedicated to processing/streamlining the development finance process. Whitby is a rapidly Attachment #8 PDP 31-22 - 62 - Town of Whitby 575 Rossland Road East Whitby, ON L1N 2M8 905.430.4300 whitby.ca growing municipality and as such there are hundreds of growth related capital projects in the Town’s DC Background Study and Capital Forecast. •If this is to be implemented, the Town of Whitby recommends that the requirement be a high-level statement on each of the defined development charge service levels. Such a statement could also include an update on the rate of collection and spending/expenditures in relation to the forecast in the DC Study for the municipality. Comments on Proposed Changes to O. Reg. 509/20 (22-MMAH009) The proposed amendments to O. Reg. 509/20 intends to set out how “reporting on community benefits charges (CBCs) and parkland dedication levies are to be made public”, with a view to requiring this information to be posted to the municipality’s website. Further municipalities would be required “to report on how the municipal needs for parks, set out within their parks plans, is being addressed thought parkland dedication levies” •The Town of Whitby supports the proposal to post reports on CBC’s and parkland dedication levies on the Town’s municipal website. While the Town currently does not have any CBC levies, the annual Treasurer’s statement for development charges and parkland dedication revenues and expenditures are posted on the Town’s website annually. •The Town of Whitby supports the long-term planning for parks but has a concern that the disclosure of parkland dedication levies set aside for future parkland acquisitions, may compromise future land negotiations. The Town of Whitby appreciated the opportunity to provide comments. Should you have any questions please contact Fuwing Wong, Commissioner of Financial Services / Treasurer (wongf@whitby.ca). - 63 - April 20, 2022 Honourable Steve Clark, Minister of Municipal Affairs and Housing Via Email Re: Build it Right the First Time Please be advised that Council for the Town of Halton Hills at its meeting of Monday, April 11, 2022, adopted the following Resolution: Resolution No. 2022-0077 WHEREAS The Town of Halton Hills made a commitment through its Climate Change Emergency Resolution adopted in May 2019 to reach net-zero GHG emissions by the year 2030, which is consistent with the current scientific data indicating that this is required by all jurisdictions if we are to avoid catastrophic climate-related events; AND WHEREAS Residential and commercial buildings account for 33% of the GHG emissions in Halton Hills; AND WHEREAS The Town of Halton Hills is actively implementing its Low Carbon Transition Strategy and has committed millions of dollars in the current budget to upgrade energy efficiency in its corporate building stock; AND WHEREAS The Town of Halton Hills has adopted its third upgraded iteration of its Green Development Standards to ensure that all new buildings are built above the current Ontario Building Code mandatory requirements; AND WHEREAS the Ministry of Municipal Affairs and Housing is consulting on changes for the next edition of the Ontario Building Code (ERO #019-4974) that generally aligns with the draft National Model Building Code except it does not propose adopting energy performance tiers, it does not propose timelines for increasing minimum energy performance standards step-by-step to the highest energy performance tier, and according to Efficiency Canada and The Atmospheric Fund, it proposes adopting minimum energy performance standards that do not materially improve on the requirements in the current Ontario Building Code; AND WHEREAS The greenhouse gas reduction targets set out in municipal climate Change strategies across the province will not be achievable without a commitment by the Provincial government to use this opportunity with respect to updates to Ontario Building Code to upgrade the energy efficiency of all new builds in line with other Provinces and the National Standards; AND WHEREAS ensuring that all new buildings in the Province of Ontario are built to the highest energy efficiency means that they will not need expensive retrofits in the future and the cost of heating and cooling these buildings will be reduced from the moment they are first occupied; Corr. 21-22 - 64 - AND WHEREAS the lack of strong energy efficiency standards in the current and proposed OBC have resulted in the costly development of local green development standards as individual municipalities are forced to negotiate energy upgrades as they strive to meet their GHG reduction goals (Halton Hills, Toronto, Whitby, Pickering, City of Waterloo); THEREFORE BE IT RESOLVED THAT Council request the Province of Ontario to include energy performance tiers and timelines for increasing minimum energy performance standards step-by-step to the highest energy performance tier in the next edition of the Ontario Building Code, consistent with the intent of the draft National Model Building code and the necessity of bold and immediate provincial action on climate change; AND FURTHER THAT if the OBC is not upgraded to the National Model Building Code that municipalities be given the authority to adopt a higher level of energy efficiency consistent with the National Building Code; AND FURTHER THAT this resolution be provided to the Minister of Municipal Affairs and Housing, to Halton MPP’s to the leaders of all Provincial political parties and to all Ontario Municipalities. Attached for your information is a copy of Resolution No. 2022-0077. If you have any questions, please contact Valerie Petryniak, Town Clerk for the Town of Halton Hills at valeriep@haltonhills.ca. Sincerely, Melissa Lawr Deputy Clerk – Legislation cc.Halton MPP’s leaders of all Provincial political parties all Ontario municipalities - 65 - THE CORPORATION OF THE TOWN OF HALTON HILLS Resolution No.: 2022-0077 Title: Build it Right the First Time Date: April 11, 2022 Moved by: Councillor J. Fogal Seconded by: Mayor R. Bonnette Item No. 15.3 WHEREAS The Town of Halton Hills made a commitment through its Climate Change Emergency Resolution adopted in May 2019 to reach net-zero GHG emissions by the year 2030, which is consistent with the current scientific data indicating that this is required by all jurisdictions if we are to avoid catastrophic climate-related events; AND WHEREAS Residential and commercial buildings account for 33% of the GHG emissions in Halton Hills; AND WHEREAS The Town of Halton Hills is actively implementing its Low Carbon Transition Strategy and has committed millions of dollars in the current budget to upgrade energy efficiency in its corporate building stock; AND WHEREAS The Town of Halton Hills has adopted its third upgraded iteration of its Green Development Standards to ensure that all new buildings are built above the current Ontario Building Code mandatory requirements; AND WHEREAS the Ministry of Municipal Affairs and Housing is consulting on changes for the next edition of the Ontario Building Code (ERO #019-4974) that generally aligns with the draft National Model Building Code except it does not propose adopting energy performance tiers, it does not propose timelines for increasing minimum energy performance standards step-by-step to the highest energy performance tier, and according to Efficiency Canada and The Atmospheric Fund, it proposes adopting minimum energy performance standards that do not materially improve on the requirements in the current Ontario Building Code; - 66 - AND WHEREAS The greenhouse gas reduction targets set out in municipal climate Change strategies across the province will not be achievable without a commitment by the Provincial government to use this opportunity with respect to updates to Ontario Building Code to upgrade the energy efficiency of all new builds in line with other Provinces and the National Standards; AND WHEREAS ensuring that all new buildings in the Province of Ontario are built to the highest energy efficiency means that they will not need expensive retrofits in the future and the cost of heating and cooling these buildings will be reduced from the moment they are first occupied; AND WHEREAS the lack of strong energy efficiency standards in the current and proposed OBC have resulted in the costly development of local green development standards as individual municipalities are forced to negotiate energy upgrades as they strive to meet their GHG reduction goals (Halton Hills, Toronto, Whitby, Pickering, City of Waterloo); THEREFORE BE IT RESOLVED THAT Council request the Province of Ontario to include energy performance tiers and timelines for increasing minimum energy performance standards step-by-step to the highest energy performance tier in the next edition of the Ontario Building Code, consistent with the intent of the draft National Model Building code and the necessity of bold and immediate provincial action on climate change; AND FURTHER THAT if the OBC is not upgraded to the National Model Building Code that municipalities be given the authority to adopt a higher level of energy efficiency consistent with the National Building Code; AND FURTHER THAT this resolution be provided to the Minister of Municipal Affairs and Housing, to Halton MPP’s to the leaders of all Provincial political parties and to all Ontario Municipalities. ___________________________ Mayor Rick Bonnette - 67 - THIS LETTER HAS BEEN FORWARDED TO THE EIGHT AREA CLERKS If you require this information in an accessible format, please contact 1-800-372-1102 extension 2097. April 27, 2022 S. Cassel, City Clerk City of Pickering One The Esplanade Pickering ON L1V 6K7 Dear Ms. Cassel: RE: Modified Vehicles in Durham Region - Our File: C11 Council of the Region of Durham, at its meeting held on April 27, 2022, adopted the following resolution of the Works Committee: “A) WHEREAS Regional and Area Municipal Councils are receiving an increasing number of community complaints and negative feedback regarding increased noise due to modified vehicles in the Region; AND WHEREAS the Durham Regional Police Service have laid over 300 tickets for vehicles making unnecessary noise and over 500 tickets for vehicles with prohibited mufflers or mufflers making excessive noise in the Region over the last two years under the Highway Traffic Act (HTA); AND WHEREAS on October 28, 2019, the Province of Ontario introduced Bill 132, Better for People, Smarter for Business Act, 2019, which creates a new section 75.1 in the HTA that makes it an offence to tamper with motor vehicles by (a) removing, bypassing, defeating or rendering inoperative all or part of a motor vehicle's emission control system or (b) modifying a motor or motor vehicle in any way that results in increased emissions from the level to which it was originally designed or certified by the manufacturer of the motor or motor vehicle, as well as prohibit the sale of tampering devices; AND WHEREAS section 75.1 of the HTA will help reduce noise from vehicles by reducing modifications to emission systems that can lead to unnecessary noise and prohibit the sale of tampering devices to emission systems in Ontario; AND WHEREAS although Bill 132 received Royal Assent on December 10, 2019, the Lieutenant Governor has not yet proclaimed section 75.1 of the HTA and therefore is currently not in force; The Regional Municipality of Durham Corporate Services Department Legislative Services 605 Rossland Rd. E. Level 1 PO Box 623 Whitby, ON L1N 6A3 Canada 905-668-7711 1-800-372-1102 Fax: 905-668-9963 durham.ca Don Beaton, BCom, M.P.A. Commissioner of Corporate Services Corr. 22-22 - 68 - AND WHEREAS Regional Council want all legislative options available to assist the Durham Regional Police Service and Local Area Municipalities to enforce the HTA and reduce unnecessary noise from Regional and local roads; NOW THEREFORE BE IT RESOLVED: 1.THAT Regional Council requests that the Province of Ontario proclaim section 75.1 of the Highway Traffic Act (Better for People, Smarter for Business Act, 2019, S.O. 2019, c. 14, Sched. 16, s. 11) immediately; 2.That Regional Council request that funding for approved decibel monitoring devices and supporting legislation be provided by the Province, outfitting police services in Ontario with the necessary tools for enhanced enforcement; 3.That Regional Council request that updates be provided by the Province as to the timing of when section 75.1 of the Highway Traffic Act will be proclaimed and what steps the Province will take to limit the import and sale of modified exhaust systems in Ontario; 4.That a copy of this motion be sent to The Honourable Caroline Mulroney, Minister of Transportation; all Durham Region Members of Provincial Parliament; Durham Regional Police Service; the Ontario Provincial Police; and, the Durham Region Roundtable on Climate Change Committee; and 5.That a copy of this motion be forwarded to the Durham Local Area Municipalities for endorsement. _Alexander Harras_____________________ Alexander Harras Regional Clerk/Director of Legislative Services AH/np c: J. Demanuele, Acting Commissioner of Works - 69 - Memo To: Susan Cassel City Clerk May 24, 2022 From: Sarah Douglas-Murray Director, Community Services Copy: Chief Administrative Officer Manager, Cultural Services Cultural Advisory Committee Members Subject: Cultural Advisory Committee -2021 Report & 2022 Work Plan File: A-1410-008 The Cultural Advisory Committee (CAC) is pleased to submit, for Council’s information, the 2021 Annual Report and 2022 Work Plan as outlined below. In 2021, the committee continued to contribute to the goals of the City’s Cultural Plan in the following ways: •A special CAC meeting was held in February 2021, attended by Mayor Ryan, to determine the next steps of the Pickering Anti-Black Racism Preparatory Sub-committee, and the process to form the Pickering Anti-Black Racism Taskforce. •The CAC organized and hosted “Ask an Elder – A conversation with Dr. Duke Redbird” virtually in March of 2021 as part of the Indigenous Relationship Building Circle initiatives. Elder Dr. Duke Redbird is a poet, activist, educator, and artist. The workshop was open to all City staff, and made available for future viewing by the community on the City’s YouTube channel. The agenda included recognition and true reason about land acknowledgement, the Seven Ancestral (Grandfather) Teachings, and an opportunity for staff to ask questions. The CAC continued to develop a public art sub-committee. Selected members of the committee began the process with an initial goal to recruit local professional artists (not already part of the CAC) to be part of the inaugural committee, and to finalize the terms of reference. •Provided comments, feedback and, when requested, recommendations to Council related to the Pickering Museum Village annual reports, exhibit proposals, museum deaccessions, and regular reporting, as recorded in committee minutes. Corr. 23-22 - 70 - May 24, 2022 Page 2 of 2 Cultural Advisory Committee 2021 Report & 2022 Work Plan •Provided recommendations on the funded Esplanade Park Meditation, Mindfulness, and Music Park project, and provided comments on the current My Main Street grant proposal for Murals at the Chestnut Hill Developments Recreation Complex. As well, the committee reviewed the Kingston Road Corridor public art proposal, and commented on Seaton’s new Fire Hall #1 public art development. •Acted as public art judges for the annual Community Banner program, and recommended the temporary art installation of Hope and Healing Canada by Artist Tracey-Mae Chambers, Métis Encaustic Sculptor at the beach front in August 2021. •Participated in annual updates to Council. 2022 Work Plan 1.Contribute to the work of the public art program, policy and formation of the Public Art Sub- committee terms of reference, and future work plans when called upon. 2.Advise staff on the long term goals of the Cultural Strategic Plan 2014, and the overall impact the plan has had on the community during its lifecycle. Contribute to the discussions on the development of a new cultural planning document that will guide community services and the City as a whole over the next 5-10 years. 3.Act as cultural champions, and look for opportunities through community engagement initiatives that focus on celebrating, and highlighting cultural assets, or that bring heritage recognition, and education to the forefront. 4.Connect community partners to the culture team, to deliver programming related to cultural, visual arts, and heritage. 5.Provide feedback to staff on the development of entrepreneurial and economic development initiatives related to culture, and provide feedback on existing programs through the annual reports. 6.Continue to review, make recommendations and provide feedback to the standing agenda items regarding the Pickering Museum Village. 7.In consultation with City staff Liaison and the City Clerk, review the current terms of reference of the CAC, including of the role of community stakeholders in committee decision making, in preparation for 2022 end of term. 8.Report to Council Annually SDM:jsa - 71 - Memo To: Susan Cassel May 13, 2022 City Clerk From: Timothy Higgins Accessibility Coordinator Copy: Chief Administrative Officer Directors Subject: Accessibility Advisory Committee 2021 Year End Report and 2022 Proposed Work Plan File: A-1410-007-22 The Pickering Accessibility Advisory Committee (AAC) is pleased to present its 2021 Year End Report and 2022 Proposed Work Plan. 2021 Year End Report The Pickering Accessibility Advisory Committee’s activities and achievements in 2021 are described below. Meetings & Membership Members - Three new members of the Committee were appointed through Council resolution on March 22, 2021 replacing retiring members. The Pickering Accessibility Advisory Committee maintained its full authorized complement of 10, highly-qualified, diverse members throughout 2021. As well, the Ajax-Pickering Board of Trade provided a highly-qualified and engaged representative as a non-voting member of the Committee. Training - By way of orientation for the new AAC members and as a review for the other members, the staff representative to the AAC provided the Committee an overview of Ontario’s legal framework for accessibility, including highlights of: the Ontario Human Rights Code; the Accessibility for Ontarians with Disabilities Act (AODA); and, the Ontario Building Code. Meetings - In 2021, the AAC held ten regular virtual meetings on the third Wednesday of each month. Guests of the Committee frequently included Pickering community members, representatives of community partner organizations, and staff representatives of the City. Reporting - The 2020 Year End Report and the 2021 Proposed Work Plan were endorsed by the AAC and submitted to the Clerk’s Office for approval at the May 25, 2021 Council Meeting. John McLellan, Ajax Pickering Board of Trade’s AAC representative was recognized in 2021 with a City of Pickering Civic Award for community leadership in accessibility. Corr. 24-22 - 72 - May 13, 2022 Page 2 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan Awareness Activities The AAC has continued to monitor local, provincial, national and international emerging accessibility legislation, regulations, policies, best practices, products and services and considered adaptations for use in Pickering. For example: o The AAC has continued to liaise, collaborate and consult with regional and provincial accessibility professionals and advocates, such as the Ontario Network of Accessibility Professionals (ONAP) on an ongoing basis and over a broad range of accessibility topics to stay abreast of emerging accessibility issues and successful practices. o AAC members have selectively participated in/attended virtual Regional, Provincial, Federal and U.S. learning and networking opportunities related to accessibility. o T. Knibbe, Director, Research, Abilities Centre, delivered a PowerPoint presentation regarding the National Disability Survey to the AAC. She discussed the results of the survey with respect to demographics, main stressors, unmet needs, social isolation, physical activity, general health and the COVID-19 vaccine. o A representative of the Pickering Football Club (PFC) attended the AAC to discuss their new research project, funded by an Ontario Trillium Grant, which aimed to investigate barriers associated with recreational and sport opportunities in Pickering and Durham Region. The PFC has identified a number of community groups that encounter barriers and remain isolated from recreational opportunities. These groups include people with disabilities, newcomers, seniors, the LGBTQ community, and indigenous populations. The AAC fostered/promoted/supported submissions for municipal, regional, and provincial awards and grants to profile Pickering’s accessibility investments and achievements. For example, AAC members identified several potential nominees for Pickering’s Civic Accessibility Award for Disability Issues and for the Regional Accessibility Award. Policies, Standards & Implementation Reporting - Following consultation with the AAC and the Accessibility Core Staff Team and other City staff, the City of Pickering filed its required 2021 Accessibility Compliance report with the Ministry for Seniors and Accessibility indicating full AODA compliance. Planning - Pickering’s Five Year Accessibility Plan 2021-2025 was endorsed by the AAC and approved at the December 13, 2021 Pickering City Council meeting. The Plan featured a summary of the Accessibility Capital Budget for 2021 to 2025 and was informed b y an environmental scan referencing: o the 2019 report and recommendations of David C. Onley to the Ministry for Seniors and Accessibility on the future of the AODA; o the recent Abilities Centre research study on the impact of the COVID -19 pandemic on people with disabilities; o results of Pickering’s Service and Supports Animals Initiative (SSAI); o Pickering’s Housing Strategy; o the Pickering Football Club’s recent study of inclusive recreation programs; - 73 - May 13, 2022 Page 3 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan o recent federal and provincial accessibility legislation, regulations, policies and successful practices; o input from the Pickering Accessibility Advisory Committee and the Pickering Accessibility Core Staff Team; and o a scan of plans, issues and successful practices from sources such as ONAP and other Durham Region municipalities. Service and Support Animals - Based on extensive stakeholder consultations, the SSAI developed a comprehensive research paper (called a Monograph), documenting the project’s rigorous process, its recommendations and issues for further study. The Monograph aims to facilitate outreach to businesses, municipalities and other organizations, and the sharing of best practices for the inclusion of service and support animal users. The Mono graph was launched by webcast to the Ontario accessibility community, and beyond, on December 15th 2021. The SSAI partners included: o the City of Pickering; o the Ontario Ministry for Seniors and Accessibility; o Aequum Global Access Inc.; o the Inclusive Design Research Centre (IDRC) of OCAD University; and, o a network of professionals in accessibility, business, and governance. The SSAI determined that people in businesses, services, government, and the public do not know enough and are confused about: o many service and support animal uses and types; o too many laws, regulations, bylaws, policies and practices; o rights of animal users; o inclusive behaviors around service and support animals; and. o competing human rights. As a consequence, people with disabilities who seek to utilize service or support animals as accommodations often encounter public responses that are ableist and discriminatory. Ableism limits the opportunities of animal users and reduces their inclusion in society. Information and Communication - The AAC has monitored the City’s steps to ensure website accessibility amid heightened AODA Information and Communication standards. By January 1st, 2021, all public websites and web content were required to meet Web Content Accessibility Guidelines (WCAG) 2.0 Level AA, meaning that public facing websites must be navigable and their content accessible. The AAC has been kept informed of the City’s progress and the significant support from Pickering’s Senior Management Team and staff to ensure website compliance. As well, the AAC maintained an ongoing awareness of the City’s collaborations with ONAP, Durham Region, and Durham tier-two municipalities to identify website best practices. Capital Projects & Infrastructure - Accessibility Core Staff Team member S. Booker, Manager, Capital Projects & Infrastructure attended the Committee and: - 74 - May 13, 2022 Page 4 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan o presented the approved Accessibility Capital Budget to the Committee and provided highlights of planned capital projects; and, o discussed concerns of the AAC members regarding increasing vandalism of accessibility and other infrastructure in community parks, on local trails and in the Altona Forest. Capital Projects - The AAC received several presentations from City staff, and provided advice regarding Pickering’s accessibility-related capital projects. The AAC has monitored and provided accessibility advice regarding walkway reconstructions, sidewalk retrofits, multi -use paths, installation of tactile plates at intersections, curb cuts, traffic light timing, snow clearing, parks, playgrounds, special event accessible parking, etc. For example, o Accessibility Core Staff Team (ACST) member V. Plouffe, Manager, Facilities Capital Projects, appeared before the Committee with other senior City staff to provide an update and consult the AAC on the City Centre Project. o Amid the stress-laden pandemic, and increasing mental health issues in the community, the AAC discussed the tranquility value of the City’s parks and trails. Employment – J. Campbell of the Ontario Disability Employment Network (ODEN) spoke to the AAC on improving business performance through innovative labor solutions. ODEN is a network of employment service providers aiming to increase employment opportunities for people living with disabilities. Committee members noted the reluctance of employers to hire individuals with disabilities, and discussed opportunities to encourage businesses to diversify their hiring. Training - The AAC maintained an awareness of the City’s staff and volunteer training process related to accessibility. Consultation & Collaboration Accessible/Affordable Housing - As an ongoing concern, the AAC has held various discussions and hosted various guest presentations to explore issues and identify potential solutions with respect to residential accessibility and housing affordability in Pickering and Durham Region. Noting a general reluctance by developers to fully embrace the building of accessible hou sing and communities, the AAC has continuously sought to identify strategies and opportunities to create additional accessible/affordable residential housing options and inventory. For example, o M. Kish, Principal Planner, Policy, provided an overview of the Pickering Housing Strategy study. Ms. Kish discussed the background, purpose, objectives and next steps of the study, and provided an overview of the project’s three phases. Ms. Kish also discussed the Federal, Provincial, and Regional government roles in housing, and highlighted a number of key findings to date from the Study. o In a subsequent presentation, M. Kish, provided an update on Phase 2 of the City’s Housing Strategy study. Ms. Kish provided information on the housing gaps that were identified in the first phase and noted that the tools identified in the draft housing strategy and action plan included planning policy, financial incentives, partnership, - 75 - May 13, 2022 Page 5 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan education, advocacy, and other actions. She concluded her delegation by outlining the next steps of the strategy. AAC input to the study included: Findings of David Onley’s independent review of the Accessibility for Ontarians with Disabilities Act were shared. Deficiencies of the Ontario Building Code pertaining to accessibility of residential accommodations were highlighted. Standards regarding accessible residential design outlined in the Americans with Disabilities Act (ADA) and by the Human Rights Tribunal were shared. Many site plans that are considered by the Committee demonstrate limited consideration of accessibility. Stacked housing is not accessible. It is important to ensure that a mix of housing is available for the ageing population and people with disabilities in Pickering. The study should set goals for both affordable housing and accessible housing. The senior population is moving away from Pickering due to the lack of affordable and accessible housing. The Strategy should consider factors such as proximity to jobs, transportation, hospitals, and other essential services; o AAC member D. Hughes provided periodic updates to the AAC with respect to Axess Condos Pickering to be developed at Pickering Parkway and Valley Farm Road. o AAC member P. Bashaw outlined the issues and opportunities surrounding modular housing and the opportunity to bring down the cost of housing. Discussion encompassed best practices from the City of Toronto and zoning issues. Transit - The AAC has frequently expressed its interest in improving transit accessibility and customer service for people with disabilities and has sought to collaborate with Durham Region, Durham Region Transit (DRT) and Metrolinx. For example, o M. Parkhill of the IBI Group attended the AAC to consult the Committee regarding accessibility of the Durham-Scarborough Bus Rapid Transit Project. o AAC member D. Hughes continued his appointment to the Metrolinx Accessibility Advisory Committee representing Durham Region. o AAC member P. Bashaw discussed the accessible transit and transportation through Community Care Durham and its impact on the community. He suggested a potential partnership between the Committee and Community Care. Taxis - In a presentation to the AAC Councillor M. Brenner provided a brief background of issuing taxicab licenses in the City and noted that after the COVID-19 Pandemic, the three accessible taxicab plates were no longer in operation. He added that there still remained taxis who had self-declared themselves accessible, noting that such taxis may not recognize the specific needs pertaining to accessibility. Councillor Brenner noted that in consultation with the City’s Supervisor, Licensing & Enforcement, the City may explore the accessibility needs in Pickering in relation to taxis and shared rides. It was time to conduct a review of the accessibility needs in the taxi industry. He discussed the challenges faced by Pickering residents in accessing accessible transit. He noted that he was part of the City’s Taxicab Advisory Committee and that the proposed review would be a joint effort. Further discussion was proposed to explore ways to collaborate with the City’s Taxicab Advisory Committee on this matter. Councillor Brenner raised questions regarding the status of accessible taxi - 76 - May 13, 2022 Page 6 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan services, the number of accessible taxis currently in service, and the number of taxis with accessible plates issued by the City. Councillor Brenner asked whether the Committee could undertake a review of the current and future needs for accessible taxi services in Pickering and compliance with related AODA standards. The AAC is considering this request. Outdoor Spaces - The AAC continued to consult with the Toronto and Region Conservation Authority (TRCA), Parks Canada, and Altona Forest representatives to consider innovative methods of providing access to outdoor spaces in and neighboring Pickering. For example: o AAC member P. Bashaw consulted with the Rouge National Urban Park (RNUP) regarding its Welcome Centre, and the AAC was added to the RNUP stakeholder list. o O. McDadi of Parks Canada Rouge National Urban Park (RNUP) and Larry Noonan of the Altona Forest Stewardship Committee attended the AAC to consult on the Rouge Beach Improvements Project to improve RNUP accessibility and inclusion. Following on from this presentation, the AAC provided a letter to Parks Canada indicating the AAC’s support for the Rouge Beach Improvement Project. o A Creed, Parks Canada, presented the Rouge National Urban Park- Beach front project. Ms. Creed outlined current issues and design challenges, project goals, project scope, and inclusive design opportunities and challenges. Mobile Device Charging Stations – In a presentation to the AAC, J. Whynot, Accessibility Coordinator, Municipality of Clarington discussed the design, site locations, and, signage in local parks and along paths and trails in Clarington to provide the opportunity for individuals to charge their mobility devices while visiting Clarington’s parks and other public spaces. o P. Feldmann, Assets and Projects Manager, Parks Canada, presented questions regarding Clarington’s initiative. o L. Noonan of Altona Forest and Rouge National Park, discussed charging stations on park trails including concerns regarding possible vandalism. o A. Mostert, Manager, Landscape & Parks Development, noted that the City would be installing Mobile Device Charging Stations and would be conducting further research on the matter as part of the Beachfront Park Study. Playgrounds – Pickering resident S. Haley presented a request to the AAC for a fully accessible playground in Pickering and outlined the importance of having accessible playgrounds as well as the need to comply with the Ontario Human Rights Code and Integrated Accessibility Standards Regulation. Discussion ensued including: o website tools to identify accessible playgrounds; and, o the importance for parents and guardians to be able to access playgrounds. A.Mostert, Manager, Landscape & Parks Development made a presentation to the Committee regarding children’s play spaces that are accessible to persons with disabilities. He spoke on the difference between accessible versus inclusive playgrounds, design and accessibility standards for playgrounds, play component types, accessible routes, and accessible components. A. Mostert noted that the City would aim to involve local residents when replacing existing play structures. - 77 - May 13, 2022 Page 7 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan Following a presentation by T. Ryce, Supervisor, Cultural Services the AAC endorsed the Esplanade Park Mindfulness, Music, and Wellness Space Project and provided a letter in support of the City’s Community Foundations Grant application. Museum – In a presentation to the AAC K. Pyke, Coordinator, Museum Operations, announced the Pickering Museum Village’s recent recognition as the best small museum in Ontario through Attractions Ontario and added that the proposed museum Travelling Exhibit is part of a current grant application to the Federal Government regarding the Access to Heritage funding program for travelling exhibits. K. Pyke described how the travelling exhibit was focused on corn and its impact on the community, Canada, and the world, and will be travelling in a specially-designed trailer to reach a broader audience. K. Pyke asked for and received the committee advice regarding accessibility considerations for the travelling exhibit. As a consequence of the presentation, the AAC provided a letter supporting the grant application by the Pickering Museum Village. E. Tayles, Museum Conservator presented tentative plans for the Greenwood Blacksmith Shop Project. DRPS Children’s Games - The AAC supported, promoted and attended the drive-through 2021 Durham Regional Police Children’s Games for disabled youth between the ages of 5 and 18 held on October 23. The City of Pickering has actively partnered with Durham Regional Police Services, Grandview Children’s Centre, and other community partners since 1985 to host this annual inclusive event. Diversity, Equity and Inclusion – In a presentation to the AAC, J. SanAntonio, the Senior Advisor of Diversity, Equity and Inclusion, explained her role at the City of Pickering as well as her professional background. Discussion ensued regarding common accessibility, diversity, equity and inclusion challenges being experienced by individuals, as well as the importance of collaboration between the AAC and diversity staff and the accessibility working group, especially in relation to the development of Pickering’s Five Year Accessi bility Plan (2021- 2025) and its Diversity and Inclusion Strategy. Business - Through its Ajax Pickering Board of Trade representative, J. McLellan, the AAC regularly exchanged accessibility information and collaborated with Durham business es. Age-Friendly Initiative - Through its staff representative, the AAC liaised and collaborated with the City’s Age Friendly initiative. During 2021, the AAC continued to: Promote awareness of, and advise on, information and resources for people with disabi lities needing help during pandemic including: o emergency supports; o virtual management of anxiety and mental health; and o human rights of people with disabilities. - 78 - May 13, 2022 Page 8 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan Promote awareness of, and advise on City/Regional COVID-19 initiatives such as Pickering’s partnership with Grandview Kids to provide respite programs. Monitor the Rick Hansen Foundation’s accessibility programs, the Durham Region Accessibility Awareness Group, the CNIB as well as other accessibility advocates. Site Plan Application Reviews The AAC continued to work in collaboration with City planning staff through an ongoing site plan application review process to encourage the proactive integration of accessibility considerations into City developments. In 2021, the AAC reviewed and provided accessibility advice with respect to the following site plans: o The Jerry Coughlan Health & Wellness Centre, 2580 Brock Road This facility will be a treatment and learning center for children with disabilities, generously sponsored by recently deceased Pickering builder, Jerry Coughlan. AAC advice has aimed to help the Coughlan Centre achieve recognition as a center of excellence in terms of accessibility design befitting its sponsor ’s legacy. o S01/20 - TriBro Studios at Pickering Casino Resort o S04/20 - Shell Canada at Kingston Rd. and Whites Rd. o S11/18 - Metropia o S12/02 - 1400 Squires Beach Rd. o S02/19 - 9004807 Canada Inc. - Stonepay Phase II o S03/21 - R & K Pahal, Carousel Drive o S03/87 - Joriki Holdings Inc. 885 Sandy Beach Rd. o S04/21 - Highmark (Pickering) Inc. at Kingston Rd. and Guild Rd. o S03/78 - DWK Holdings Inc. 1735 Orangebrook Court o S10/83 - DDSB - Bayview Heights Public School, 1400 Garvolin Ave. o S06/21- Amberlea Creek Developments Inc., 760 Kingston Rd. o Pickering Heritage Community Centre at the Pickering Museum Village o Pickering City Centre Project – Review of Plans - City staff (S. Douglas-Murray, Director, Community Services, J. Flowers, CEO / Director Public Libraries, and V. Plouffe, Manager, Facilities Capital Projects) walked the committee through the floor plans and artistic renderings for all 3 buildings comprising the City Centre Project including the Seniors and Youth Centre, Performing Arts Centre and Library branch. S. Douglas-Murray mentioned that the Seniors and Youth Centre will replace the East Shore Community Centre’s current programs. Staff committed to returning in autumn 2022 with an update to the committee on the final tendered design and to provide a status update. The AAC provided a letter of support to the City of Pickering regarding the City Centre Project and its design considerations with respect to accessibility. - 79 - May 13, 2022 Page 9 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan 2022 Proposed Work Plan The AAC’s 2022 plans, as well as its accomplishments to April 2022, are noted below: Meetings & Membership Members - The AAC aims to maintain its full authorized complement of 10, highly-qualified, diverse members throughout 2022, as well as its Ajax-Pickering Board of Trade representative. Council appointments to the Committee will expire in October 2022 at the time of the municipal election. A refreshed slate of members will be appointed by the new Council in early 2023. Meetings - So far in 2022, the AAC has held three virtual meetings, on the third Wednesday of each month. A further four meetings are scheduled. Guests - Throughout 2022, guests of the Committee will frequently include Pickering community members, representatives of community partner organizations, and representatives of the staff of the City of Pickering. Awareness Activities Canada Day - The AAC is planning a “Tranquility Tent” area at Pickering’s 2022 Canada Day celebrations, to offer a cool, shaded, relaxing space for people to unwind. The AAC knows the pandemic has had severe impact on mental health, anxiety, social isolation and so much more. The idea is to have a calm, quiet place for people to visit, participate in mindfulness, yoga, meditation, aromatherapy, music therapy and similar activities. Autism Ontario, Resources for Exceptional Children Durham and Pickering’s Mental Wellness Committee have expressed interest in collaborating with the AAC on programming for this event and AMICA, the Pickering Town Centre and the Pickering Football Club have expressed interest to provide support and resources for the day. In 2022, the AAC will continue to: promote awareness of, and advise on, information and resources for people with disabilities needing help during the pandemic including: o emergency supports; o virtual management of anxiety and mental health; and o human rights of people with disabilities. monitor local, regional, provincial, federal and U.S. accessibility networking opportunities; monitor local, provincial, national and international emerging accessibility legislation, regulations, policies, best practices, products and services and consider relevant adaptations for use in Pickering; foster/promote/support submissions for municipal, regional, and provincial awards and grants to profile Pickering’s accessibility investments and achievements; and play an active role in Pickering’s community events and celebrations such as Canada Day. - 80 - May 13, 2022 Page 10 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan Policies, Standards & Implementation Compliance - T. Higgins provided updates to the AAC on the Ministry for Seniors and Accessibility (MSAA) Desk Audit that examined selected City policies and procedures for AODA compliance, and examined policies and procedures pertained to training, feedback, and individual accommodation plans. In response to MSAA recommendations, policy amendments were approved by Council in April 2022. In 2022, the AAC will continue to: monitor the City’s steps to ensure website accessibility commensurate with heightened (WCAG 2.0 Level AA) AODA Information and Communication Standards; monitor and provide accessibility advice regarding walkway reconstructions, sidewalk retrofits, new multi-use paths, installation of tactile plates at intersections, curb cuts, traffic light timing, parks, playgrounds, special event accessible parking, etc.; foster/promote/support submissions for local, regional, provincial and federal awards and grants to profile Pickering’s accessibility achievements and commitment. monitor the City’s staff and volunteer training process related to accessibility. Consultation & Collaboration Playgrounds - A. Mostert, Manager Landscape & Parks Development, provided a presentation to the AAC regarding the City’s efforts to refurbish City playgrounds and enhance their accessibility. Discussion ensued regarding: o opportunities to connect these efforts to the Mural Project as a part of Main Street Grant Application Community Activator Project; o playground locations that have been selected for redevelopment; o funding for these efforts through grants and City funds; o feedback on the new park in Seaton; o COVID-19 delays in receiving equipment for parks that are being constructed; o resident expectations around project timelines; and, o the need to effectively communicate re: development process to the community. Waterfront Park & Trail - A. Mostert, Manager Landscape & Parks Development, provided a presentation to the AAC regarding the Rotary Frenchman’s Bay West Park and Beachfront Park projects and received the Committee’s input. LEAD Canada - Abilities Centre representatives M. Walker and Y. Brown presented information to the AAC regarding the LEAD Canada Program funded by the Ministry for Seniors and Accessibility (MSAA). LEAD (Leading Equitable and Accessible Delivery) is a methodology to help governments, public and private sector organizations collaboratively define and embed inclusion and accessibility into strategic planning, daily operations, program environments, and organizational culture. The LEAD process helps organizations to identify opportunities to improve and enhance inclusion and accessibility at all organizational levels. A collaboration of the City of Pickering and LEAD is under consideration. - 81 - May 13, 2022 Page 11 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan Culture - J. St. Amant, Coordinator, Cultural Services presented information to the AAC regarding the Main Street Grant Application Community Activator Project. The AAC provided accessibility input and a letter of support for the Main Street Grant Application Community Activator Project. West Shore Skate Spot Community Survey – AAC member D. Wysocki provided the AAC with information regarding an opportunity to provide feedback on a new skate park being proposed at West Shore Community Centre. Members discussed a program that exists in Toronto that provides skateboarding opportunities for children living with disabilities, and how best practices of the Toronto program could inform the West Shore Skate Spot project. Diversity, Equity & Inclusion - J. San Antonio, Senior Advisor, Equity, Diversity & Inclusion spoke to the AAC about the history of Black History Month, what resources the City is making available to acknowledge and recognize Black History, and discussed the concept of diverse identities and intersectionality. AAC member A. Lue spoke to his lived experience as a Black para-athlete, and the barriers he has experienced and overcome. During 2022, the AAC will continue to: collaborate and consult with Regional and Provincial accessibility professionals and advocates, such as the Ontario Network of Accessibility Professionals (ONAP), to stay abreast of emerging accessibility issues and successful practices; monitor the Accessibility Standards Canada, Rick Hansen Foundation’s accessibility programs, the Durham Region Accessibility Awareness Group, the CNIB, the Toronto and Region Conservation Authority (TRCA), Parks Canada as well as other accessibility advocates; collaborate with Durham Region Transit (DRT) and Metrolinx to improve customer service; provide support and attend the 2022 Annual Durham Regional Police Children’s Games; and, collaborate with Pickering’s Accessibility Core Staff Team, the Ajax Pickering Board of Trade, the City’s Age Friendly initiative and others. Site Plan Application Reviews The AAC will continue to work in collaboration with City planning staff through an ongoing site plan application review process to encourage the proactive integration of accessibility considerations into City development projects. In 2022 to date, the AAC has reviewed and provided accessibility advice with respect to the following site plans: o S01/22 - Tribute at Liverpool o S07/21 - Sandy Beach Rd. o S03/22 - 2540 Brock Rd. o S04/22 - 1635 Palmer's Sawmill Rd. Connectivity – following on from the site plan review of the Tribute development at Liverpool, AAC member D. Wysocki provided a presentation to the AAC on the concept of urban connectivity. Members discussed: o destinations members travel to in the community and their transportation modes; - 82 - May 13, 2022 Page 12 of 12 AAC 2021 Year End Report and 2022 Proposed Work Plan o barriers encountered as a pedestrian (e.g. lack of sidewalks, unsafe surfaces etc.); o how communities have been designed in a disconnected and car-centric fashion; o experiences using public transit; and, o how points of interest and neighborhoods in Pickering can be better connected. Priorities for 2022 Election - AAC member appointments will expire in October 2022 at the time of the municipal election. A refreshed slate of Committee members will be appointed by the newly elected Council in early 2023. With a view to maintaining momentum, the AAC aims to continue its full authorized complement of 10 members (plus an Ajax-Pickering Board of Trade representative) throughout 2022 and again into 2023 following Council’s new appointments. Monitoring - On an ongoing basis, the AAC will monitor progress with respect to Pickering’s Five Year Accessibility Plan for 2021-2025. For example: o In a presentation to the AAC T. Higgins provided highlights of the Five Year Accessibility Plan (2021-2025) in relation to the findings of the National Disability Survey Report, highlighting the impacts of COVID-19 including worsening mental health, greater social isolation, deteriorated peer relationships, and decreased physical activity among people with disabilities. Accessibility Core Staff Team -The AAC will monitor planned enhancements of the Accessibility Core Staff Team to heighten its effectiveness and efficiency. Submitted on behalf of the Pickering Accessibility Advisory Committee members: Peter Bashaw Saima Fatima Daniel Hughes Glenn Lang Tammy Lyle-Gravlev Anthony Lue John McLellan, Ajax-Pickering Board of Trade Representative Phyllis Milton Anna Taverna Megan Thorpe Ross David Wysocki TH:th - 83 - Memo To: Susan Cassel May 16, 2022 City Clerk From: Jaclyn San Antonio Senior Advisor, Equity, Diversity & Inclusion Copy: Chief Administrative Officer Directors Division Head, Public Affairs & Corporate Communications Subject: Pickering Anti-Black Racism Taskforce -2021-22 Year to Date Report and Proposed 2022 Work Plan File: A-1000-002 The Pickering Anti-Black Racism Taskforce (PABRT) is pleased to provide its 2021-22 Year to Date Report and Proposed 2022 Work Plan. 2021-22 Year to Date Report: Since the submission of the PABRT’s last update to Council (Corr. 43-21; as set out in Attachment 1), Taskforce members have undertaken a number of initiatives, added new members, and developed a new work plan for 2022. The following list provides a summary of initiatives and activities that the PABRT members have engaged in since October 2021. Participated in Culture Days 2021 and hosted two community events, “Soca Wellness Social” and “Family Floetry Fitness,” featuring Black artists and facilitators (October 2021). Hosted “416 Meets 905” Open Mic Night for youth in collaboration with Shakkoi and RISE Edutainment to support youth expression and empowerment through spoken word poetry (November 27, 2021). Attended an Orientation Session for PABRT members at George Ashe Community Centre with City staff representation from Legislative Services, Community Services, Corporate Communications, and Finance (December 9, 2021). Prepared a Letter of Support to endorse the Pickering Museum’s grant application to the Canadian Race Relations Foundation for the development of an exhibit on Black history, resulting in the City’s acquisition of $50,000 in funding (February 2022). Released a call for members resulting in the Council appointment of eight new PABRT members (February 28, 2022). Attended an Information Session / Orientation for new PABRT members at George Ashe Community Centre (March 31, 2022) with City staff representation from Legislative Services, Community Services, and Corporate Communications. Corr. 25-22 - 84 - May 16, 2022 Page 2 of 4 2021 Year End Report and Proposed 2022 Work Plan for the Pickering Anti-Black Racism Taskforce Participated in first Durham Regional Police Service Virtual Town Hall on the Race-Based Data Collection Strategy (March 24, 2022). Featured in Your City magazine (published in April 2022). Participated in focus group with Goss Gilroy Incorporated to inform the City of Pickering and Pickering Public Library’s Equity, Diversity and Inclusion Strategy (April 27, 2022). 2022 Work Plan: Canada Day and Cultural Fusion Events: The PABRT will participate in the City of Pickering’s community events for Canada Day (July 1) and Cultural Fusion (August 19-21) by providing information booths with small interactive activities to engage event attendees and raise community awareness around the PABRT initiatives. Powerfully Informed: PABRT plans to host the “Powerfully Informed” initiative throughout 2022. This initiative that aims to support awareness, education and engagement around the upcoming municipal elections, and promote civic engagement among Black residents more broadly. Specifically, it aims to articulate community priorities among Black residents of Pickering; educate and inform community members about civic engagement; establish a platform for engaging with City leaders; and, provide an online knowledge hub to support education and promote civic engagement. The initiative will be developed and implemented by all PABRT members in collaboration with relevant City staff and community partners and take place throughout the remainder of 2022. It will occur through multiple phases including: Phase 1: Identifying Our Community Priorities (April-May): A survey will be disseminated amongst the PABRT members to identify issues of concern, priorities and proposed actions as it relates to anti-Black racism in multiple sectors in the community (e.g., health, education, employment, criminal justice, etc.). The survey results will be synthesized and disseminated as a brief report. Phase 2: Engaging Our People (June-August): The PABRT will host three information sessions with Pickering residents and other community partners. Each session will feature a guest facilitator. Information sessions will focus on the following topics: 1.The Voting Imperative (June 16, Esplanade Park). 2.The Power of Participatory Politics (July 20, 2022, Esplanade Park). 3.The Will to Run (August 4, 2022, George Ashe Community Centre). Phase 3: Connecting with Our Leaders (September 29, 2022): The PABRT will host a roundtable, dinner or panel discussion with community leaders to discuss community priorities. Community discussions will be guided by moderators. A final report will be produced and disseminated at the event. - 85 - May 16, 2022 Page 3 of 4 2021 Year End Report and Proposed 2022 Work Plan for the Pickering Anti-Black Racism Taskforce Phase 4: Establishing Our Knowledge Hub (September 2022): An online knowledge hub to store and share information from Phases 1-3 will be produced and published. This tool will serve to promote civic engagement and participation in support of the 2022 Municipal Elections and beyond. The “Powerfully Informed” initiative is directly aligned with the PABRT’s Terms of Reference with respect to its mandate to: Identify barriers and areas of opportunity to enhance the shared experience and opportunities of Black residents. Provide expert input and action on matters relating to the provision of anti-Black racism initiatives within the community. Identify and coordinate opportunities for stakeholder and community engagement . Youth Academic Engagement Strategy: PABRT plans to develop and implement the “Youth Academic Engagement Strategy” in 2022. The Youth Academic Engagement Strategy is a two- part plan to support Black youth (Grades 9-12) in their pursuit of post-secondary education. The initiative will feature two main components: 1.Reaching Higher: University & College Prep and Application Review (July 2022): This clinic will feature presentations from senior academic administrators on the following topics: application process, funding opportunities (e.g., bursaries, grants, scholarships, etc.), housing and student experience. It will also include tutoring sessions to facilitate academic advancement at both the secondary and post-secondary level. 2.Tutoring: Secondary and Post-Secondary Students (October – December 2022): Through a series of drop-in sessions, youth will have the opportunity to connect with tutors on various curricular topics to receive academic support and guidance. The Youth Engagement Strategy is aligned with the PABRT’s Terms of Reference with respect to its mandate, goals and responsibilities to: Identify barriers and areas of opportunity to enhance the shared experience and opportunities afforded to Black residents. Identify and coordinate opportunities for stakeholder and community engagement . Strengthen and support Black-led economic development and Black employment initiatives. Support and promote the success of the Black community. Provide educational resources to build allies within and for the Black community. Other Initiatives: In addition to the events and initiatives noted above, the PABRT will also be undertaking work to update and revise their Terms of Reference and promote the Taskforce through social media platforms. The table below provides a description of each along with budget details. - 86 - May 16, 2022 Page 4 of 4 2021 Year End Report and Proposed 2022 Work Plan for the Pickering Anti-Black Racism Taskforce Initiative Date Description Revision of Terms of Reference May – June 2022 The Inclusive Governance subcommittee will lead the revision of existing Terms of Reference for the PABRT to apply relevant updates and better reflect the work and capacity of Members. Digital Marketing Ongoing (5-month contract) A digital marketer will be hired (for $5,000) to support PABRT’s public communications and engagement through social media platforms (i.e., Instagram, Twitter). JSA Attachment 1 Corr. 43-21 - 87 - Memo To: Susan Cassel City Clerk September 17, 2021 From: Jaclyn San Antonio Senior Advisor, Equity, Diversity & Inclusion Clara Addo-Bekoe Manager, People & Culture Copy: Chief Administrative Officer Division Head, Public Affairs & Corporate Communications Pickering Anti-Black Racism Taskforce Members Subject: Pickering Anti-Black Racism Taskforce (PABRT) 2021 Quarterly Update and Work Plan File: A-1410-010 The Pickering Anti-Black Racism Taskforce (PABRT) is pleased to submit, for Council’s information, the 2021 quarterly report and Work Plan as follows: Struck in early 2021, the PABRT has so far completed the following: At our April 8th meeting, the taskforce appointed our executive team, appointing the positions of chair, vice-chair, treasurer, and two secretaries Our Terms of Reference was formally adopted by the taskforce on April 26 th At the May 6th meeting, our 7 sub-committees were struck: Youth Development Education Health and Wellness Services Employment Opportunities and Financial Supports Community and Civic Engagement Inclusive Governance and Leadership Policing and the Justice System The taskforce voted to provide a letter of support for the Community Piano Project (Music and Wellness Safe Space for City of Pickering) at June 3rd meeting Various communication tools (PABRT.ca, Microsoft Teams site) and a regular meeting cadence (for executive and sub-committee meetings) have been established Joined with the Pickering Library Anti-Black Racism Working Group in sending a letter of concern to the City of Pickering regarding the hiring of Goss Gilroy as the selected vendor to support the City in forming its strategy and achieving its Equity, Diversity, and Inclusion Corr. 43-21 Attachment #1 to Corr. 25-22 - 88 - September 17, 2021 Page 2 of 6 Pickering Anti-Black Racism Taskforce 2021 Quarterly Report objectives. Key concerns of both the PABRT and the ABRWG is that Goss Gilroy’s public image and information does not demonstrate expertise in EDI, nor do they represent racialized communities/reflect City of Pickering residents A Code of Ethics was created specifically for the PABRT by vice-chair Catherine Mosca – accepted by vote on June 3, 2021, individual taskforce member adherence forms signed and submitted in July/August 2021. Initial meetings with key partners: Durham Regional Police Service, Durham District School Board, Andrea Horwath Terms of Reference revised to provide greater clarity on the autonomy and accountability of sub-committee co-chairs to streamline communications and more efficiently complete taskforce work July 9 PABRT.ca was launched August 12 Media Advisory released for the Call for Subcommittees 2021 Work Plan The following activities are planned for the remainder of the year in accordance with the mandate, goals, objectives and responsibilities of the PABRT. Activities are organized acco rding to the subcommittees of the PABRT. Refer to Chart 1 for further details on how the work of each subcommittee aligns with the goals, objectives and responsibilities of the PABRT . For more information on PABRT and its subcommittees, please visit pabrt.ca Subcommittee Activity Budget Community & Civic Engagement (CCE) Promote existence of Pickering Anti-Black Racism Taskforce via the Pickering Community Piano event featuring artist Aiysha Chiguichon and a facilitated community conversation (September 2021) Participate in Reimagine Culture Days with City of Pickering (September/October 2021) Purchase Banner for PABRT to be used at events and to advertise Host a virtual Open House event for residents to highlight PABRT subcommittees and related City of Pickering services (November/December 2021) Promote Bang the Table / Let’s Talk Pickering to enhance community engagement with the taskforce Leverage PABRT website, social media: Facebook, Twitter, YouTube, TikTok to encourage Black community residents to register and access the Let’s Talk Pickering community engagement platform. $15,000 - 89 - September 17, 2021 Page 3 of 6 Pickering Anti-Black Racism Taskforce 2021 Quarterly Report Education (EDU) Facilitate workshops for parents/caregivers on navigating the school system in Durham Region and provide training and resources for parents/caregivers to work towards Black student success. October/November 2021 In preparation for the workshops, members of the Education Subcommittee will receive training using the African Canadian Christian Network (ACCN) framework on navigating the school system. Host a panel discussion featuring Durham District School Board’s Compendium for Black Student Success, which highlights the goals, mission, actions and achievements of the Compendium. $4,000 Employment (EMP) Prep work for 2022. See long term plans below. Host a workshop on financial literacy featuring Samantha Brookes, which focuses on the importance of investing early and consistently building on generational wealth. The workshop will further explore financial components such as budgeting, borrowing, estate planning, life insurance and real estate properties. January 2022. Facilitate a coding workshop for Black youth in collaboration with a technical service provider (e.g., Girls Who Code, Black Boys Code, Tech Spark). This workshop aims to enhance skill-building around creativity, teamwork, presentation, and problem-solving in the digital age. February 2022. n/a Health & Wellness (HLT) Host a virtual event to engage the black health and wellness organizations and service providers in Durham. The event will feature semi-structured questions created by our sub-committee to guide a discussion to help determine the gaps in service and steps needed to improve the health of the Pickering black community. Proposed date of event November 2021 n/a Inclusive Governance & Leadership (INC) Prep work for 2022. See long term plans below: Develop an inclusion lens policy to inform the City’s procurement processes. Retaining expertise in diversity & inclusion, and procurement policies. Recommend fair standards for hiring persons identified as black in leadership positions n/a - 90 - September 17, 2021 Page 4 of 6 Pickering Anti-Black Racism Taskforce 2021 Quarterly Report Research studies on effective policies on diversity hiring in municipalities. Hiring of facilitator/trainer on anti-black racism training Retaining expertise to assist with conducting surveys and statistical analysis of data Policing & Justice System (POL) Host a panel discussion on building trust between the Black community and police. The panel discussion will include a moderator and experts from law enforcement, the Black community and DRPS representative(s). November 2021 Create a virtual database for the Black community on resources available for addressing police misconduct. The sub-committee will compile a comprehensive listing of organizations, field professionals and government agencies that provide support in addressing police misconduct. This information will be housed on the PABRT.ca/Help your Neighbours n/a Youth Development (YTH) Partner with CCE subcommittee to assist with community engagement events that will promote the PABRT and attract youth members to join the task force.n/a Chart 1. Fulfillment of Goals, Objectives, and Responsibilities Goals, Objectives, and Responsibilities CCE EDU EMP HLT INC POL YTH 1.Be inclusive of all community residents at all levels and abilities; and, 2.Build partnerships and share resources with like-minded organizations to maximize benefit, be aware of global best practice, to reduce potential for overlap of services and initiatives. - 91 - September 17, 2021 Page 5 of 6 Pickering Anti-Black Racism Taskforce 2021 Quarterly Report Goals, Objectives, and Responsibilities CCE EDU EMP HLT INC POL YTH 3.Celebrate and support success within the Black community. 4.Conserve and promote Black history and heritage. 5.Engage stakeholders, businesses, and cultural organizations as partners in the delivery of initiatives. 6.Ongoing communication with the residents of Pickering to identify existing systemic barriers for Black residents and develop/provide opportunities to address these barriers, provide education, and effect change. 7.Produce an annual action plan and report to Council within the first three months of operation, which identifies primary goals, measurement tools, implementation plans, timelines, and budget. 8.Provide advocacy and leadership on behalf of the Black community to the City, as well as organizations and businesses serving the City of Pickering. 9.Provide educational resources to build allies within and for the Black community. 10.Provide opportunities for the creation, education, and enjoyment of Black culture. 11.Strengthen and support Black-led economic development and Black employment initiatives. - 92 - September 17, 2021 Page 6 of 6 Pickering Anti-Black Racism Taskforce 2021 Quarterly Report Goals, Objectives, and Responsibilities CCE EDU EMP HLT INC POL YTH 12.Support the creation and success of Black community and cultural organizations. 13.Work towards the reduction/elimination of anti-Black racism. - 93 - Pl(KERJNG Report to Council Report Number: CAO 04-22 Date: May 24, 2022 From: Fiaz Jadoon Director, Economic Development & Strategic Projects Subject: Accommodation Needs Study -File: A1440 Recommendation: 1.That Report Number CAO 04-22, regarding the Accommodation Needs Study by CBRE Limited, be received; 2.That the Accommodation Needs Study, prepared by CBRE dated May 2021, be endorsed in principle; 3.Council authorize staff to enhance investment attraction opportunities, related to the development of a hotel in Pickering’s City Centre, as part of the City’s investment attraction program; and 4.That the appropriate City of Pickering officials be authorized to take the necessary actions as indicated it this report. Executive Summary: The purpose of this report is to provide Council with an update on the Accommodation Needs Study prepared by CBRE Limited. The study is an update to the Market Study Report completed in 2017 by CBRE Limited, which identified the need for a hotel in Pickering. Through the COVID-19 pandemic there have been many changes to the local and broader economy, particularly in the travel and tourism industry. CBRE was retained by the City to conduct an analysis of the current market and provide their recommendation for a hotel in Pickering. Based on the economic outlook, current population, projected growth and other factors further defined in the study, the Accommodation Needs Study conducted an analysis of Pickering’s City Centre area and the Pickering Innovation Corridor to determine which location will be most suitable for a hotel development by 2025. The scope of work also included an analysis of the overall economic market conditions and identification of the type of hotel required, property performance and competitiveness. CBRE’s research confirmed the overall economy and tourism industry are projected to approach pre- pandemic levels beginning in 2022 as travel restrictions are lifted. Pickering is home to quality tourism demand generators such as Pickering’s Waterfront, Pickering Museum Village, Durham Live, Rouge National Urban Park and other future demand generators like the redevelopment of the City Centre. These demand generators also contribute to the market readiness and investment of a hotel development in an area. - 94 - CAO 04-22 May 24, 2022 Subject: Accommodation Needs Study Page 2 Through CBRE’s market analysis, the study identified that regardless of the City Centre redevelopment project being deferred at this time, the City Centre is the prime location for a hotel development at this time. As the Pickering Innovation Corridor is in early phases of development, CBRE does not foresee a demand for a hotel until it is completely developed. As such, City staff recommend enhancing the investment attraction opportunities for a hotel development in Pickering and include it as part of our investment attraction program within the City’s Economic Development Strategy. It should be noted that CBRE’s findings are based on the presumption of steady economic growth, development of demand generators and market status. Financial Implications: This report contains no financial implications to the City of Pickering. Discussion: In March 2017, City of Pickering retained CBRE Limited to undertake a hotel needs assessment. The assessment was to understand the current market, at the time, and determine if there was a need for a hotel in Pickering. Through CBRE’s preliminary assessment, the previous study indicated there was a need for a hotel in Pickering. The study further considered the economic sustainability of a hotel in Pickering with the projected population growth and identified two potential locations for a hotel. At that time, the City Centre and Pickering Innovation Corridor were the two locations recognized for a potential hotel site. In December 2021, Economic Development & Strategic Projects staff retained CBRE to update the CBRE analysis completed in 2017, and to further investigate which of the two nodes previously identified would be appropriate for a hotel. Due to the COVID-19 pandemic and economic shift in the tourism industry, it was important to reassess the local and regional market and determine the most viable location for a hotel. The objectives of this study were to: •Determine if there is a market and economic opportunity to develop a hotel in Pickering; •Determine the ideal hotel in terms of facilities and amenities based on market demand; and, •Project the potential property’s topline and financial performance over a 5-year period. In order to complete the analysis, CBRE undertook the following steps: •A review of the economic and travel conditions affecting the demand for accommodation in the market area; •A review of the existing accommodation market in region, including an assessment of the existing facilities and the market demand segmentation; •A review of typical site selection criteria to assess the two location nodes for consideration within the City, evaluating their suitability for a hotel development from a market perspective; - 95 - CAO 04-22 May 24, 2022 Subject: Accommodation Needs Study Page 3 •A recommendation as to the size, facilities, amenities and branding options for a proposed hotel development; •An estimate of future growth in supply of, and demand for, hotel accommodation in the competitive market area; •A discussion on the project’s viability, including the level of investment which could be supported by the proposed hotel; and, •Documentation of study research, findings, and conclusions. The study highlights the economic outlook in Canada, Ontario, the Greater Toronto Area (GTA) and Pickering. These components included research of the economy, employment and job growth, population, central banks and interest rates, and the residential housing market. Another key component is the tourism industry. Despite the decline in tourism throughout the COVID-19 pandemic, tourism is expected to rapidly increase in 2022 and reach pre-pandemic levels by 2025. The study also reviews the major projects in the City including Durham Live, Seaton, Pickering Nuclear Generating Station (PNGS) decommissioning, and identifies how they are future demand generators for Pickering. Often times, major projects or developments require the services of businesses and organizations outside of the City, resulting in a need for accommodation when there are long-term projects. With the City’s downtown identified as an urban growth centre and all the future growth expected, this market overview concludes Pickering has a strong economic foundation to build on. As part of the tourism industry, there are many events, tournaments, weddings, and conferences that attract foreign and domestic travelers. The City of Toronto’s tourism growth is largely due to hosting several sporting events and major conventions, as well as the low Canadian dollar attracting increasing volumes of international travelers. Similarly, Pickering hosts a variety of attractions; The Pickering Museum Village, Pickering’s Waterfront, Nautical Village, community events, and sporting events at the Chestnut Hill Developments Recreation Complex, Pickering Soccer Centre, and outdoor baseball fields. Venues like these also generate a demand for a hotel. The study also looks at various development considerations for a hotel in Pickering. Those considerations include location access, visibility, proximity to demand generators and proximity to other amenities. These factors were reviewed against Pickering’s City Centre and the Pickering Innovation Corridor. The City Centre re-development is currently deferred until further notice, however, the project will create a more vibrant and community oriented downtown in Pickering. The Pickering Innovation Corridor, located along the south side of Highway 7, is zoned for prestige employment uses and will support the creation of high-tech jobs in a variety of industries. Based on the economic outlook in the region, the growth in the tourism industry and location, the Pickering Innovation Corridor has potential for future hotel demand. However, because full development of the area is not estimated to be completed for another 10-12 years, this node is not an ideal location for a hotel development until the full build-out of the Seaton community. - 96 - CAO 04-22 May 24, 2022 Subject: Accommodation Needs Study Page 4 Pickering’s City Centre meets all current requirements and demands in Pickering. Analyzing the population, location access, visibility, proximity to corporate and leisure demand generators, shopping centres, dining and entertainment, and public transportation, CBRE recommends the City Centre as the most viable location for a hotel development in Pickering. The study further defines the type of hotel to be developed that would accommodate Pickering’s needs. It is recommended that the hotel product type be a branded, 120-unit focused-serviced hotel. This would include well-known hotel brands such as Hyatt Place, Tru by Hilton, Aloft and others alike. Branded hotels can offer a variety of amenities for both business and leisure patrons such as guest rooms, workspace, high-speed internet, food, meeting rooms, and banquet space. CBRE expects this hotel would require between 2-2.5 acres of land and based on traditional financial modeling, an investment of this type is estimated to be over $20 million. Upon development, the expected occupancy in Year 1 is projected to be 70.6%, increasing to 74.2% in Year 3, and is estimated to remain at this level for the balance of the projection. In conclusion, through the detailed research and analysis provided by CBRE’s Accommodation Needs Study, Pickering’s City Centre is the most suitable location for a hotel development at this time. It is in close proximity to demand generators, has good visibility, ease of access to transportation and amenities, nearby shopping centres, and generates great investment opportunities for the city. It is therefore recommended that City staff enhance investment attraction opportunities, as part of the investment attraction program, for a hotel development in Pickering’s City Centre to accommodate the needs of a growing population and tourism industry. The results of this report presume current and projected economic data, a steady growth in the market and the status of the market, as at January 1, 2025. Attachments: 1.Accommodation Needs Study Prepared By: Approved/Endorsed By: Original Signed By: Original Signed By: Taaha Javed Fiaz Jadoon, Ec.D., CEcD, MPM Economic Development & Strategic Projects Associate Director, Economic Development & Strategic Projects TJ:tj - 97 - CAO 04-22 May 24, 2022 Subject: Accommodation Needs Study Page 5 Recommended for the consideration of Pickering City Council Original Signed By: Marisa Carpino, M.A. Chief Administrative Officer - 98 - ACCOMMODATION NEEDS STUDY CBRE HOTELS VALUATION & ADVISORY SERVICES Attachment #1 to Report CAO 04-22 PROPOSED PICKERING HOTEL PICKERING, ONTARIO FILE NO. 21-APPRHOTELS-0083 EFFECTIVE DATE: JANUARY 1, 2025 - 99 - CBREIHotels CBRE Limited Valuation & Advisory Services 145 King St. W., Suite 1100 Toronto, ON, M5H 1J8 416 362 2244 Tel 416 362 8085 Fax www.cbre.ca CBRE File No. 21-APPRHOTELS-0083 January 28, 2022 City of Pickering One The Esplanade Pickering, ON, L1V 6K7 Attn: Taaha Javed, Economic Development & Strategic Projects Associate RE: Proposed Pickering Hotel, Pickering, Ontario Dear Mr. Javed: In accordance with the terms of our engagement, CBRE Limited has completed an update of the Accommodation Needs Study for a proposed hotel in Pickering, originally undertaken in March 2017. At this time the City of Pickering (the ‘Client’), is looking to understand the economic viability of new hotel development in Pickering with an interest in attracting third party developers should new hotel development be economically feasible. The purpose and intended use of this report is to determine the level of market and economic support for a potential hotel development within Pickering, Ontario. This report has been prepared solely for the internal decision-making purposes of the Client. This report cannot be relied on for financing or investment purposes. This report may be distributed by the City of Pickering to qualified interested parties. The intended use of the report is to assist the Client, in attracting potential hotel/accommodation investment. As the conclusions offered in this report are preliminary in nature and are subject to change should a specific site and hotel development program be identified; the report cannot be relied upon, by any person or entity other than the Client, without the express prior written consent of CBRE, and the individual(s) who authored the Advisory Report. The projections are based on a review of market information and interviews with market participants. The entire study, including all findings and conclusions, pertains to the competitive market area and is based on our knowledge and information with respect to current and projected economic data, expected growth in the supply of and demand for hotel accommodation, proposed construction of facilities, which could be deemed to be competitive, and the status of the competitive market as at January 1, 2025. Our conclusions as presented in this report are reflective as of this fieldwork date. - 100 - PROPOSED PICKERING HOTEL JANUARY 1, 2025 As in all studies of this type, the projected operating results are based on competent and efficient management and presume no significant change in the competitive position of the accommodation industry in the immediate area except as set forth in this report. The estimates are subject to uncertainty and variation, and we do not represent them as results that will be achieved. They have, however, been conscientiously prepared on the basis of available information and our experience in the industry. As of the date of value and the date of this report, the nation, region, and market area are impacted by the COVID-19 pandemic. This could have a prolonged effect on macroeconomic conditions, though at this time the length of duration is unknown. The perceived impact on real estate varies on several factors including asset class, use, tenancy, and location. Our analysis considers available information as of the date of this report. If you have any questions concerning the analysis, or if CBRE Limited can be of further service, please contact us. Respectfully submitted, CBRE Limited Fran Hohol, CMC Senior Director CBRE Limited Valuation & Advisory Services Phone: (647) 943-3743 Email: fran.hohol@cbre.com - 101 - PROPOSED PICKERING HOTEL JANUARY 1, 2025 TABLE OF CONTENTS 1 INTRODUCTION ...............................................................................................3 2 MARKET OVERVIEWS .........................................................................................6 3 DEVELOPMENT OVERVIEW ............................................................................. 23 4 COMPETITIVE MARKET .................................................................................... 29 5 PROPERTY PERFORMANCE .............................................................................. 42 6 IMPLICATIONS ............................................................................................... 52 ADDENDA - 102 - INTRODUCTION - 103 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 INTRODUCTION In March 2017, CBRE Hotels was retained by the City of Pickering to undertake an Accommodation Needs Study to assess the market and economic potential for a hotel development in Pickering, Ontario. In December 2021, the City retained CBRE Hotels to update the 2017 study, given the growth the City has experienced in the last five years and the numerous plans for future expansion. It is our understanding that the City of Pickering is interested in assessing the market and economic potential for a hotel development with the objective of attracting third party development interest in the development if the project is warranted. This report presents the research and analysis with respect to the development of a proposed hotel. The analysis herein has assumed an opening date for a proposed hotel of January 1, 2025. The objectives of this study have been to: •Determine if there is a market and economic opportunity to develop a hotel in Pickering, •Determine the ideal product in terms of facilities and amenities based on market demand, and •Project the potential property’s topline and financial performance over a 5-year period. In order to complete the analysis, CBRE has undertaken the following steps: •A review of the economic and travel conditions affecting the demand for accommodation in the market area, •A review of the existing accommodation market in region, including an assessment of the existing facilities and the market demand segmentation, •Interviews with local and regional stakeholders, •A review of typical site selection criteria to assess the two location nodes for consideration within the City, evaluating their suitability for a hotel development from a market perspective, •A recommendation as to the size, facilities, amenities and branding options for a proposed hotel development, •An estimate of future growth in supply of, and demand for, hotel accommodation in the competitive market area, •Preparation of room night demand by market segment, occupancy and Average Daily Rate (ADR) projections for a proposed hotel over the projection period of January 1, 2025 to December 31, 2029, based on the recommended facilities, and market orientation, •Average daily room rate projections for the subject proposed hotel, over the projection period, •Preparation of a pro forma operating statement for the project commencing January 1, 2025, INTRODUCTION 4 - 104 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 •A discussion on the project’s viability, including the level of investment which could be supported by the proposed hotel, and •Documentation of study research, findings, and conclusions. LIMITING CONDITIONS The Limiting Conditions for this reported have been included in Appendix “A”. Important Warning -Material Valuation Uncertainty from Novel Coronavirus The outbreak of the Novel Coronavirus (COVID-19), declared by the World Health Organization as a “Global Pandemic” on the 11th March 2020, is causing heightened uncertainty in both local and global market conditions. Global financial markets have seen steep declines since late February 2020 largely on the back of the pandemic over concerns of trade disruptions and falling demand. Many countries globally have implemented strict travel restrictions and a range of quarantine and “social distancing” measures. Market activity is being impacted in most sectors. As at the valuation date, we consider that we can attach less weight to previous market evidence for comparison purposes, to inform opinions of value. Indeed, the current response to COVID-19 means that we are faced with an unprecedented set of circumstances on which to base a judgement. Our valuation(s) is / are therefore reported on the basis of ‘material valuation uncertainty’. Consequently, less certainty – and a higher degree of caution – should be attached to our valuation than would normally be the case. Values may change more rapidly and significantly than during standard market conditions. Given the unknown future impact that COVID-19 might have on the real estate market, we recommend that you keep the valuation of the subject under frequent review. The uncertainty around COVID-19 is having a direct impact on the real estate market. The full scale of the impact is currently unknown and will largely depend on both the scale and longevity of the pandemic. Our valuation is based on the information available to us at the date of valuation. Whilst we have taken all reasonable steps to estimate the effect on the property, due to the significant uncertainty in the property, capital markets and the rapid unfolding of these events, it is difficult to quantify and assess the impact that the pandemic has had on capital values for this type of property. Caution is strongly advised when relying on this valuation. INTRODUCTION 5 - 105 - MARKET OVERVIEWS - 106 - - - - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 NATIONAL ECONOMIC OUTLOOK Next 5 Years, 2020 – 2025 Canada, Q3 2021 Key Findings GDP Growth •Economy: The economy in Canada is forecast to grow at an annual average rate of +3.2% over the next five years from 2020 – 2025. Relative to the G7 countries, this ranks Canada’s real GDP growth at #3 among the major developed nations. •Employment & Job Growth: Total employment is expected to grow by +1.9 million jobs over 2020 – 2025, for an annual average growth rate of +2.1%. This ranks employment growth in Canada as #1 among the G7 countries. Country 5 Yr CAGR Rank United Kingdom 3.7% 1 United States 3.3% 2 Canada 3.2% 3 France 3.1% 4 Italy 2.8% 5 Germany 2.2% 6 Japan 1.7% 7 G7 Median 3.1% - Employment Growth The unemployment rate is projected to compress from 9.6% in 2020 to 6.1% by 2025. •Population: The population in Canada is projected to grow at an annual average rate of +1.0% over the next five years from 2020 – 2025. During this period, Canada’s population growth ranks #1 among the G7 countries. •Central Banks & Interest Rates: The Bank of Canada’s policy interest rate is expected to remain flat through most of 2022 before rising steadily to as high Country 5 Yr CAGR Rank Canada 2.1% 1 United States 1.8% 2 United Kingdom 1.0% 3 France 0.8% 4 Italy 0.6% 5 Germany 0.3% 6 Japan 0.2% 7 Median 0.8% - Population Growth as 1.75% by the end of 2025. Over the same five-year period, the Canada 10-Year bond yield is projected to rise to an average of 2.71% in 2025. •Residential Housing Market: Housing starts in Canada are forecast to average 232,300 units each year from 2020 – 2025, up 14.0% from the historical ten-year average. Country 5 Yr CAGR Rank Canada 1.0% 1 United States 0.4% 2 United Kingdom 0.3% 3 France 0.3% 4 Germany 0.1% 5 Italy -0.2% 6 Japan -0.4% 7 Median 0.3% - Key Economic Indicators - Canada 2019 2020 2021F 2022F 2023F 2024F 2025F Real GDP ($2012 millions) $2,102,304 $1,990,610 $2,094,421 $2,192,147 $2,253,287 $2,287,118 $2,326,826 Annual Growth (%) 1.9% -5.3% 5.2% 4.7% 2.8% 1.5% 1.7% Total Employment (000s) 18,979.2 18,004.5 18,856.1 19,438.4 19,673.5 19,820.3 19,953.9 Annual Growth (%) 2.2% -5.1% 4.7% 3.1% 1.2% 0.7% 0.7% Unemployment Rate (%) 5.7% 9.6% 7.6% 6.7% 6.3% 6.2% 6.2% Household Income per Capita ($) $87,649 $96,472 $93,974 $95,441 $98,342 $101,394 $104,465 Population (000s) 37,601.2 38,037.2 38,284.6 38,694.3 39,102.6 39,509.1 39,913.5 Annual Growth (%) 1.4% 1.2% 0.7% 1.1% 1.1% 1.0% 1.0% Total Housing Starts (units) 208,290 218,970 274,390 229,970 222,500 219,200 215,440 Retail Sales ($ millions) $613,980 $586,736 $630,448 $678,032 $713,520 $742,782 $772,327 Annual Growth (%) 1.2% -4.4% 7.4% 7.5% 5.2% 4.1% 4.0% Inflation % 2.0% 0.7% 3.1% 2.8% 2.4% 2.4% 2.3% F = Forecast data. Forecast completed October 26, 2021. Source: Oxford Economics 2021. MARKET OVERVIEWS 7 - 107 - National Investment Adivity by Quar1er lm"""1ent\folurn,s{S8) 516.0 515.0 512-0 59.0 56.0 53.0 50.0 I I Q3 Q4 QI Q2 (l3 Q4 QI Q2 Q3 Q4 QI Q2 2018 2019 2020 2021 Historical National Investment Adivity by Year T ltllSOdians I,_ V~ims (SB) 3,000 SSOD 2,500 S40D 2,000 1,500 1,000 500 0 SllD Cop""' IQO% 9il% 8.0% 7-0% 6il% Sil% -Single As,,! & Portfolio Volumes -M&A Volome, -1,"""°entVolurrE> -HI 2111 1 --lklimA"''"!J'~irle - - -Trailing 3-Yr Average --llo.ofT•.,.,llioos Key Capital Markets Indicators Q-o-Q Y-o-Y Metnc Amount Change Change Cu..-Quarte, Investment Volume Sl4.0B +29.3% +149.2 % T ronsoctions Und.,,-$20M $798 +17.9% +106.4% T ronsactions Over $20M $6.18 +47.5% +239.9% T rcnscctions-(Count) 2,550 +15.2% +79.3% Year-to-Dale Investment Volume 524 .86 +62.6% T ronscctions (Count) 4,763 +51 .8% CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 National Investment Overview • Canada broke its all-time record for investment activity in Q2 2021. Organic, non-Merger & Acquisition (M&A) investment volumes totaled $14.0 billion over 2,550 transactions in the second quarter. Including M&A activity, this marked the third largest investment volume total on record. Investment activity has built over the first half of 2021 due to significant capital backlogs, a growing pipeline of property listings, and an improving COVID outlook. • The Q2 2021 acquisition total represented a quarter-over-quarter increase of 29.3% and an increase of 149.2% compared to the same period of last year, when COVID was first taking hold of the country. The second quarter results also marked the fourth consecutive quarter of non-M&A volume growth for the nation, a strong indicator of rising conviction across the investment landscape. • Based on first half activity levels, the country is on pace to reach a full-year investment total of $49.6 billion in 2021. If achieved, this would represent the largest annual investment total ever, surpassing the previous record set in 2018. MARKET OVERVIEWS 8 - 108 - PROPOSED PICKERING HOTEL JANUARY 1, 2025 The Canadian Tourism Industry The ultimate effect that COVID-19 will have on Canada’s tourism industry will largely depend on both the scale and longevity of the pandemic coupled with a high vaccine uptake – both in Canada and abroad. At this stage, accommodations, food and beverage, airlines, and retail have all been severely impacted, due to the increased response by local and global authorities, including travel and gathering restrictions and border closures. While Canada’s economy is regaining strength, the hospitality and tourism sector continues to require government support through such programs as the Tourism Relief Fund. Total Tourism Expenditures ($B) -Current Conditions $110 $100 $90 $80 $70 $60 $50 $40 To put this in context, Canada hosted 121.4 million overnight visitors in 2019, of which 79% were comprised of domestic visitors, while US visitors accounted for 14% and overseas travellers, 8%. Canada’s total tourism expenditures reached $105 Billion in 2019. In 2020, tourism expenditures declined by close to 50% to $53.4 Billion and in 2021 Destination Canada is forecasting a further decline to $51.1 Billion, before increasing to $82.6 Billion by 2022, when limited spending by the US and overseas markets will likely start to build back. Positive travel intentions, vaccination rates in Canada and the US, the lifting of Canada’s border restrictions to fully-vaccinated travellers, Canada’s overall economic recovery and elevated household savings with increased spending on services like travel, all point to reasons for optimism and a recovery to 2019 levels by 2025. Canadian Tourism Expenditures Forecast 2021-2025 2019 2020 2021 2022 2023 2024 2025 Domestic International Source: Destination Canada, Statistics Canada To u r i s m E x p e n d i t u r e s ( $ B ) 2019 2020 2021 2022 2023 2024 2025 ■ ■ CBREIHotels Total ($B) $105.1 $53.4 $51.1 $82.6 $94.4 $101.3 $105.2 % Change -49.2%-4.3%61.6% 14.3% 7.3% 3.8% Domestic $82.0 $49.4 $49.0 $73.2 $80.1 $82.3 $83.3 % Change -39.8%-0.8%49.4% 9.4% 2.7% 1.2% US $11.4 $2.2 $1.3 $5.0 $7.0 $9.6 $10.9 % Change -80.7%-40.9%284.6% 40.0% 37.1% 13.5% Overseas $11.7 $1.8 $0.8 $4.4 $7.2 $9.4 $11.0 % Change -84.6%-55.6%450.0% 63.6% 30.6% 17.0% Source: Destination Canada, Statistics Canada MARKET OVERVIEWS 9 - 109 - - - CBREIHotels PROPOSED PICKERING HOTEL PROVINCIAL ECONOMIC OUTLOOK Next 5 Years, 2020 – 2025 Ontario, Q3 2021 Key Findings •Economy: The economy in Ontario is forecast to grow at an annual average rate of +3.0% over the next five years from 2020 – 2025. Relative to the other tracked provinces, this ranks Ontario’s real GDP growth at #3 in Canada. •Employment & Job Growth: Total employment is expected to grow by +835,700 jobs over 2020 – 2025, for an annual average growth rate of +2.3%. This ranks employment growth in Ontario as #2 among the tracked Canadian provinces. The unemployment rate is projected to compress from 9.6% in 2020 to 5.9% by 2025. •Population: The population in Ontario is projected to grow at an annual average rate of +1.1% over the next five years from 2020 – 2025. This ranks population growth in Ontario as #3 among the tracked Canadian provinces. •Local Industries: Ontario’s largest industry by GDP is the Finance, Insurance, and Real Estate (FIRE) industry which accounts for 28.0% of total GDP. The next largest industries are the manufacturing and professional, scientific & technical services industries, which respectively represent 11.0% and 7.4% of total GDP. •Residential Housing Market: Housing starts in Ontario are forecast to JANUARY 1, 2025 GDP Growth Province 5 Yr CAGR Rank Alberta 4.2% 1 Saskatchewan 3.4% 2 Ontario 3.0% 3 British Columbia 2.9% 4 Manitoba 2.8% 5 Median 2.8% - Canada 3.1% - Employment Growth Province 5 Yr CAGR Rank Alberta 3.0% 1 Ontario 2.3% 2 British Columbia 2.1% 3 Saskatchewan 1.9% 4 Manitoba 1.8% 5 Median 1.8% - Canada 2.0% - Top 5 Local Industries Industry % of GDP FIRE 28.0% Manufacturing 11.0% Prof., Sci. & Tech. 7.4% Public Administration 7.4% Construction 7.2% average 91,679 units each year from 2020 – 2025. Singles construction is expected to account for 29.3% of the units while multiples account for 70.7%. MARKET OVERVIEWS 10 - 110 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Key Economic Indicators - Ontario 2019 2020 2021F 2022F 2023F 2024F 2025F Real GDP ($2012 millions) $747,589 $710,044 $757,584 $789,697 $789,106 $809,612 $823,284 Annual Growth (%) 2.1% -5.0%6.7% 4.2% 1.1% 1.4% 1.7% Total Employment (000s) 7,375.0 7,026.1 7,353.8 7,609.2 7,685.6 7,768.4 7,861.8 Annual Growth (%) 2.8% -4.7%4.7% 3.5% 1.0% 1.1% 1.2% Unemployment Rate (%) 5.6% 9.6% 8.0% 6.0% 6.0% 6.0% 5.9% Household Income per Capita ($) $49,805 $52,223 $53,349 $54,250 $55,374 $56,597 $57,826 Population (000s) 14,519.6 14,720.0 14,806.5 14,967.4 15,152.0 15,340.8 15,533.5 Annual Growth (%) 1.7% 1.4% 0.6% 1.1% 1.2% 1.2% 1.3% Total Housing Starts (units) 68,985 80,753 99,087 91,831 89,421 89,132 88,924 Retail Sales ($ millions) $231,390 $222,261 $243,497 $251,903 $255,800 $262,678 $269,731 Annual Growth (%) 2.3% -3.9%9.6% 3.5% 1.5% 2.7% 2.7% CPI (2002 = 1.00) 1.37 1.38 1.43 1.47 1.50 1.53 1.56 Annual Growth (%) 1.9% 0.6% 3.2% 2.6% 2.2% 2.0% 2.1% F = Forecast data. Forecast completed September 1, 2021. Source: The Conference Board of Canada, 2021. Ontario Tourism Overview In August 2021, the Conference Board of Canada released the most recent Travel Market Outlooks for the year end 2019 to year end 2023 period. The projections for Ontario are summarized below. Provincial Travel Market Outlook Ontario 2019 2020e 2021f 2022f 2023f Total ('000s overnight province visits) 45,663 24,443 31,338 41,167 47,184 1 -3.1 -46.5 28.2 31.4 14.6 Domestic 35,454 23,027 27,069 33,753 37,454 2 -5.7 -35.1 17.6 24.7 11.0 Business 2,759 1,109 1,420 1,982 2,417 3 -2.5 -59.8 28.1 39.5 22.0 Pleasure 13,622 10,948 12,561 14,513 14,943 4 -1.3 -19.6 14.7 15.5 3.0 United States 6,739 901 3,763 5,748 6,739 5 3.7 -86.6 317.8 52.8 17.2 Overseas 3,470 516 506 1,666 2,990 6 14.5 -85.1 -1.8 229.0 79.5 Total Expenditures ($ millions overnight) 17,508 6,521 9,879 14,484 17,958 7 2.2 -62.8 51.5 46.6 24.0 Travel Price Index 1.7 -5.7 3.1 3.0 2.1 Source: The Conference Board of Canada, TMO Indicators August 2021 •It is projected that total visits to the province will have declined by 38.3 percent in 2020, with total visits falling from 131 million in 2019 to 81 million in 2020. Overnight visits are estimated to have dropped by 46.5 percent to 24.4 million in 2020. MARKET OVERVIEWS 11 - 111 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 • Total expenditures will recover slightly faster than will visits, as tourism prices are likely to increase in the wake of the pandemic. In many cases, these price increases will be essential to the survival of many firms, as the tourism industry was heavily impacted by the pandemic. • Tourism’s recovery in the province faces a long road ahead, but wide distribution of vaccines will allow traveler confidence to recover. Pent-up demand for travel may manifest itself in increased travel activity in the latter half of 2021. The first requirement was the development of a safe, trusted, and widely available vaccine. • Some of the changes in travel patterns brought about by the pandemic, including a preference for near drive-to visits, could be long-lasting. U.S. and overseas travel to the province will not reach pre- pandemic levels even by 2024. • Business travel declined by 59.8 percent in 2020, falling much more than pleasure visits. Virtual meetings, now a necessity, may turn into a preferred method of business communication even after the pandemic subsides. MARKET OVERVIEWS 12 - 112 - - - - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 LOCAL ECONOMIC OUTLOOK Greater Toronto Area Overview The Greater Toronto Area (GTA) is Canada’s largest urban region in terms of the size of its population and its economy. Built on strong foundations that include world-renowned educational and health institutions, a diversity of internationally competitive sectors and clusters, and a highly skilled, well-educated and growing population, the region draws people and investment from around the world. The GTA includes the City of Toronto plus four surrounding regional municipalities, which are comprised of 25 local municipalities—including Pickering—(of which 9 have populations greater than 100,000). Toronto is Canada’s financial and industrial centre. Toronto remains the major centre for corporate headquarters of North American Fortune 500 global companies, and a broad range of industries supports its economy. Additionally, Toronto is home to the Toronto Stock Exchange, Canada’s largest stock exchange and the GDP Growthsecond largest in North America. With a population of over 5.96 million people, the Toronto Area is Canada’s largest retail market, representing $66.7 billion. It is also within one-day’s drive of more than 40% of the U.S. business and consumer market. Gre ater Toronto Area, ON, Q3 2021 City 5 Yr CAGR Rank Vancouver, BC 3.2% 6 Winnipeg, MB 3.1% 7 Toronto, ON 3.1% 8 Victoria, BC 3.1% 9 Quebec City, QC 3.0% 10 Median 3.1% - Canada 3.1% - Key Findings Employment Growth •Economy: The economy is forecast to grow at an annual average rate of +3.1% over the next five years from 2020 – 2025. Relative to the rest of Canada, this ranks Toronto’s real GDP growth at #8 among the major tracked Canadian metro areas. •Employment & Job Growth: Total employment is expected to grow by +406,800 jobs over 2020 – 2025, for an annual Top 5 Local Industries average growth rate of +2.4%. This ranks employment growth in Toronto, ON as #7 among the major tracked Canadian metro areas. The unemployment rate is projected to compress from 10.8% in 2020 to 6.4% by 2025. City 5 Yr CAGR Rank Hamilton, ON 2.9% 5 Ottawa, ON 2.7% 6 Toronto, ON 2.4% 7 Regina, SK 2.4% 8 Victoria, BC 2.3% 9 Median 2.4% - Canada 2.0% - Industry % of GDP 5 Yr CAGR FIRE 33.3% 2.8% Manufacturing 10.2% 3.6% Prof., Sci & Tech 9.3% 3.2% Wholesale Trade 7.5% 3.0% Construction 6.2% 1.3% MARKET OVERVIEWS 13 - 113 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 •Population & Immigration: The population in Toronto, ON is projected to grow at an annual average rate of +1.5% over the next five years from 2020 – 2025. During this period, the metropolitan area is expected to receive 565,515 new immigrants, ranking #1 among the major tracked Canadian metro areas. •Local Industries: Toronto’s largest industry by GDP is the FIRE industry which accounts for 33.3% of total GDP. The next largest industries are the manufacturing and professional, scientific & technical services industries, which respectively represent 10.2% and 9.3% of total GDP. Over the next five years, the fastest growing industries are expected to be the arts, entertainment and recreation (+13.6% annually), accommodation and food services (+11.1%) and the transportation & warehousing industries (+6.0%). •Residential Housing Market: Housing starts in Toronto, ON are forecast to average 41,060 units each year from 2020 – 2025. Singles construction is expected to account for 16.3% of the units while multiples account for 83.7%. Key Economic Indicators - Toronto 2019 2020 2021F 2022F 2023F 2024F 2025F Real GDP ($2012 millions) $381,668 $362,611 $386,630 $403,180 $408,417 $415,005 $422,594 Annual Growth (%) 2.1% -5.0%6.6% 4.3% 1.3% 1.6% 1.8% Total Employment (000s) 3,385.7 3,221.8 3,360.0 3,516.9 3,537.9 3,581.7 3,628.6 Annual Growth (%) 3.8% -4.8%4.3% 4.7% 0.6% 1.2% 1.3% Unemployment Rate (%) 6.1% 10.8% 9.7% 7.1% 6.6% 6.5% 6.4% Household Income per Capita ($) $51,352 $51,743 $52,893 $53,933 $54,831 $56,031 $57,212 Population (000s) 6,462.8 6,555.2 6,637.7 6,736.1 6,847.0 6,961.2 7,076.0 Annual Growth (%) 2.0% 1.4% 1.3% 1.5% 1.6% 1.7% 1.6% Total Housing Starts (units) 30,462 38,587 37,386 42,416 42,046 41,820 41,630 Retail Sales ($ millions) $96,220 $88,757 $95,966 $100,259 $102,028 $104,919 $107,857 Annual Growth (%) 3.6% -7.8%8.1% 4.5% 1.8% 2.8% 2.8% CPI (2002 = 1.00) 1.40 1.40 1.44 1.48 1.51 1.54 1.57 Annual Growth (%) 2.0% 0.3% 2.6% 2.6% 2.2% 2.0% 2.1% F = Forecast data. Forecast completed September 1, 2021. Source: The Conference Board of Canada, 2021. MARKET OVERVIEWS 14 - 114 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 City of Pickering Overview The City of Pickering is part of Durham Region, situated in the eastern portion of the GTA beyond the eastern limits of Toronto. Pickering borders Uxbridge to the north, Ajax to the east, and Lake Ontario to the south. Durham Region is currently experiencing rapid growth. According to Envision Durham and the Durham Region Official Plan, the region expects to double in population over the next 30 years. In 2020, Durham Region was home to approximately 700,000 people and the region expects to grow to 1.3 million people by 2051 with over 460,000 jobs. According to the City of Pickering’s Detailed 20-Year Population Forecast, Pickering’s population is currently approximately 91,000 people and is expected to grow to 124,445 by 2030. Pickering Population, Households and Employment 2020 2023 2025 2030 Urban 90,670 98,433 110,209 120,071 South Urban 88,458 91,626 98,137 102,485 Seaton Lands 2,213 6,807 12,072 17,586 Rural 4,271 4,260 4,327 4,374 Total City 94,941 102,693 114,536 124,445 Source: City of Pickering Detailed 20-Year Population Forecast 2021 Both downtown Pickering and downtown Oshawa have been identified as urban growth centres and are expected to function as the dominant centres within the region. According to the City’s Official Plan (2020), urban growth centres such as Pickering will be planned as focal areas for institutional, region-wide public services, major office, commercial, recreational, cultural, entertainment, and residential uses and will serve as major employment centres to support higher order transit services. In terms of population, this equates to a minimum density target of 200 persons and jobs combined per gross hectares. Access Pickering is easily accessible from east, west, and north (bordered in the south by Lake Ontario). Transportation infrastructure includes Highways 401, 407, 412, 418, 2, and 7. The GO Transit System links Pickering by bus and rail with Toronto, Hamilton, Oshawa, and substations in between. The Durham Region Transit Authority provides regular bus service within and between the cities of Scarborough, Ajax, Pickering, Whitby, Oshawa, Clarington, Brock, Scugog, and Uxbridge. Toronto Pearson International Airport lies approximately 50 km from Pickering City Centre. There are five U.S. border crossings within one day’s drive of Pickering, as well as access to the deep seaport and Executive Airport in Oshawa. MARKET OVERVIEWS 15 - 115 - CBREIHotels Market Distance (km) PROPOSED PICKERING HOTEL JANUARY 1, 2025 The Lakeshore East GO line’s extension to Bowmanville was approved last year and geotechnical work is currently underway to prepare for the expansion. To support the region’s growth the Regional Council is also in support of extending GO rail service to Uxbridge and the large residential Seaton community currently under development. The following table shows the driving distance from Pickering to major urban centres. Access to Major Markets – City of Pickering Buffalo, New York 168 Gananoque, Ontario 251 Niagara Falls, Ontario 169 Sarnia, Ontario 317 Detroit, Michigan 399 Downtown Toronto, Ontario 39 Source: City of Pickering Economy & Employment With over 2,800 businesses, Pickering’s key business sectors include Advanced Manufacturing, Agri-Business, Innovative Technology (IT), and Energy, Environment and Engineering (EN3). The following table shows major players in each of Pickering’s key sectors. MARKET OVERVIEWS 16 Market Distance (km) - 116 - PROPOSED PICKERING HOTEL JANUARY 1, 2025 Advanced Manufacturing Agri Business Innovative Technology EN3 Kubota Canada Joriki Beverages RBRO Solutions Intellimeter Canada PCC Aerostructures Derlea Brand Foods Search Engine People Kinectrics Aspect Retail Logistics GroundLevel Insights Ontario Power Generation Signature Aluminum RCM Technologies Additional key businesses in the EN3 sector includes Aecon Group, Argus Industries, Black & McDonald, Chemetics, Eco-Tec, EMC Power Canada, Green for Life (GFL), Hydro One, Trench Canada, Tetra Tech, and Veolia Environmental Services, among others. Major employers in the City of Pickering are detailed below. City of Pickering Major Employers Public Sector - CBREIHotels Private Sector Ontario Power Generation Rogers Communication MPAC (Municipal Property Assessment Corp) Aspect Retail Logistics City of Pickering Pickering Casino Resort Trench Ltd. Yorkville Sound Signature Aluminum Canada Inc. Kubota Canada Ltd. Noranco Manufacturing Ltd. Source: City of Pickering TOURISM OVERVIEW Greater Toronto Area Toronto’s tourism activity grew consecutively from 2012 to 2019, largely due to hosting several sporting events and major conventions, and the low Canadian dollar attracting increasing volumes of international and domestic travel. In 2020, the COVID-19 pandemic saw tourism fall drastically around the world as governments enacted travel restrictions to slow the spread of the virus. In August 2021, the Conference Board of Canada released the most recent Travel Market Outlooks for the year end 2019 to year end 2023 period. The projections for Toronto are summarized below. MARKET OVERVIEWS 17 - 117 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 City Travel Market Outlook Toronto 2019 2020e 2021f 2022f 2023f Total ('000s overnight city visits) 13,312 5,617 7,579 10,715 13,155 1 3.0 -57.8 34.9 41.4 22.8 Domestic 8,161 4,860 5,787 7,285 8,266 2 -2.7 -40.4 19.1 25.9 13.5 Business 1,306 362 574 831 1,051 3 8.5 -72.3 58.6 44.6 26.5 Pleasure 1,703 1,193 1,518 1,845 1,889 4 -3.6 -29.9 27.2 21.6 2.3 United States 2,693 386 1,418 2,212 2,703 5 10.6 -85.7 267.3 56.0 22.2 Overseas 2,458 371 375 1,218 2,186 6 16.8 -84.9 1.1 224.9 79.5 Total Expenditures ($ millions overnight) 6,781 2,025 2,995 4,904 6,615 7 10.0 -70.1 47.9 63.8 34.9 Travel Price Index 1.7 -6.3 2.6 2.7 1.8 Source: The Conference Board of Canada, TMO Indicators August 2021 •As shown, similar to the Provincial statistics, travel into Toronto is primarily driven by domestic business and pleasure visitation; domestic travel comprises approximately 70% of the City’s total visitation on an annual basis. •Toronto’s diversified economy, world class retail and attractions, and excellent international air connectivity make it an attractive destination for both US visitors and overseas markets. Between these two demand sources Toronto welcomes approximately 5 million visitors each year. •Visitation numbers are forecasted to have been drastically lower in 2020 as a result of travel restrictions brought on during the Covid-19 Pandemic that began in March of 2020. It is expected that visitor numbers will return near 2019 levels in 2023/2024 once travel restrictions are lifted. Tourist sports attractions in Toronto include the Rogers Centre, home to the Toronto Blue Jays of Major League Baseball. The Scotiabank Arena opened in February 1999 and is home to the NBA’s Toronto Raptors Basketball Team and the NHL’s Toronto Maple Leafs Hockey Team. In Mississauga, the Raptors 905 joined the National Basketball Associations Developmental G League in 2015, playing their home games at Paramount Fine Foods Centre. The Ontario Hockey League also has a franchise in Mississauga, the Steelheads, who play their games from September to March at the Paramount Fine Foods Centre as well. Other popular tourist attractions in Toronto include the Royal Ontario Museum, Ontario Science Centre, Ripley’s Aquarium, Canada’s Wonderland, etc. The City is considered "Hollywood North" by the film industry; third in television and film production and second as an exporter of TV programming in North America. Toronto offers over 8,000 restaurants and 35,000 hotel rooms as well as a large variety of shopping, including an underground network of commercial centers. Though many of the city’s primary attractions are MARKET OVERVIEWS 18 - 118 - CBREIHotels HARIR I PONTAR l NI ARCHITECTS PROPOSED PICKERING HOTEL JANUARY 1, 2025 located in the downtown core; more and more tourists visiting the city are choosing to locate in the submarkets of Toronto due either to the unavailability of hotel rooms downtown as this submarket often runs at functional capacity (pre COVID), or as a less expensive alternative from which to base their visit. Tourism in Pickering The City of Pickering also offers a number of notable tourist attractions. Pickering Museum Village is a living history village representing the early settlement and development of Pickering from 1810 to 1920. The Village is a popular destination for school groups, events and weddings, and on-location film shoots. The Village is currently proposing a large new development located on lands adjacent to the village. The development would include a 40,000 square foot event facility, a food and beverage element, and museum and art resource centres. The project is currently in the planning stages and awaiting funding with timing to be confirmed. A rendering of the event space is pictured below. The City is an up-and-coming film location within the GTA. In September 2021, William F. White (WFW), Canada's largest provider of film/television equipment, became the exclusive operators of the Pickering backlot. This backlot, which is located on 90 acres of land, features a 23-acre small town, and is the largest film/television site in Canada. In addition to the WFW backlot and the Pickering Museum Village, popular film locations include Pickering’s roads (both rural and urban) and a wide range of historic residential neighbourhoods. Furthermore, Pickering is within Toronto’s Alliance of Canadian Cinema, Television and Radio Artists (ACTRA) union’s “Active Zone” for filming, which allows the City to capitalize on film shoots within the GTA and the overflow from larger studios in downtown Toronto. Filming has continued throughout the COVID-19 pandemic with the permitting activity largely surrounding TV series for streaming platforms such as Netflix, Disney, Hallmark, and the like. Pickering is also home to numerous opportunities for outdoor recreation. The City’s waterfront allows for swimming, hiking, and birdwatching along the shores of Lake Ontario, and Pickering’s Nautical Village features a number of shops, restaurants, and retailers. The Frenchman’s Bay Harbour is also a popular destination for boaters and outdoor recreation. Pickering has over 220 hectares of open space and parkland, 85 parks including a section of Rouge Park, and numerous conservation areas and hiking trails. The MARKET OVERVIEWS 19 - 119 - CBREIHotels SOUTHUIIMN l'ICKEIIING CITY OF PICKERING • Proposed Airport 0 Se.ton Employment lands PROPOSED PICKERING HOTEL JANUARY 1, 2025 Waterfront Trail, which stretches from Lambton Shores to Cornwall, also passes along Pickering’s waterfront. The Waterfront Trail stretches from approximately Lambton Shores to Cornwall. The City hosts annual fireworks shows and a Canada Day celebration with performers and vendors and an annual Ribfest festival with games, rides, and food vendors. These celebrations were modified due to COVID- 19 however the City plans to continue them in the future. The City of Pickering has a number of sports arenas, including the Chestnut Hill Developments Recreation Complex, several hockey and ice-skating arenas, the Pickering Soccer Centre, and baseball fields. On an annual basis, the City hosts several tournaments and sporting events. In conversations with the City’s Community Services Administration and recreation, the city hosts an estimated 5 to 6 annual hockey tournaments, one baseball tournament, several soccer tournaments, 2 to 3 lacrosse events in the summer, and 3 swim meets. Stakeholders noted that finding accommodations for larger, multi-day tournaments is often difficult due to the scarcity of hotels in Ajax and Pickering. Tournaments currently use hotel accommodations in the surrounding communities of Ajax, Markham, Scarborough, and Richmond Hill. Major Developments & Future Demand Generators in Pickering Pickering is currently undergoing a number of major redevelopment projects and strategic development initiatives. The following summarizes the major projects: •Seaton Community Development & the Innovation Corridor: The Seaton development is made up of over 7,000 acres of land in the north of Pickering. The development will include 815 acres of employment land and 3,064 acres of living area for residential, commercial, and institutional uses, with the remainder preserved as open space lands. The development is expected to attract up to 70,000 new residents and create 35,000 new jobs. As indicated in red on the graphic to the right, the employment land area along the Highway 7/Highway 407 is being called the Innovation Corridor. The lands are in various stages of being sold, serviced, and under construction. In speaking with the City, approximately 170 of the 800 acres of employment lands are earmarked to come onstream within the MARKET OVERVIEWS 20 - 120 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 next two to three years. The City estimates that all 800 acres will be activated in 10 to 12 years. •Pickering Airport: A 9,000-acre site adjacent to the Innovation Corridor has been designated by the Federal government as land for a future airport, of which 3,000 to 4,000 acres would be used specifically for the airport. The proposed airport would primarily operate as a reliever airport to Toronto Pearson International Airport. The development has faced some opposition and is still in the preliminary planning stages. In discussions with the City, CBRE understands this development is a longer-term project. •Pickering City Centre Redevelopment: Pickering’s City Centre is slated to undergo a transformation and redevelopment, including a new performing arts centre, a relocated and expanded central library, and a combined seniors and youth centre. The development also calls for three condominium towers and an activated public square. This development is located next to the Pickering Town Centre mall and is connected to the Pickering Go Station by the Guinness World Record holding pedestrian bridge over Highway 401. The performing arts centre would include a 600-seat concert-style theatre plus a 200-seat multipurpose theatre. Once the public square is completed, the City’s cultural department would look to host food and music festivals in the square. At this time, project timing for the City Centre redevelopment has not been confirmed. •Kingston Road Intensification Project: Kingston Road runs parallel to the 401 and is a major artery that connects Toronto to Oshawa through Scarborough, Pickering, Ajax, and Whitby. The intensification project seeks to activate the lands to the north and south of Kingston Road with through mixed-use developments including a combination of residential, retail, commercial, and office along with public green space and improved pedestrian and cyclist access. This project will affect the sections of Kingston Road immediately to the east and west of Pickering’s City Centre; intensification along these sections includes mixed-use residential in the form of townhouse and condominium developments with ground floor commercial space. •Durham Live: Durham Live is a proposal for a tourist complex in south Pickering, on a 226-acre site at the corner of Church and Bayly Streets. The Pickering Casino resort is already open, and the adjacent 275-room hotel is expected to open by Fall 2022. Future phases of the development would include various entertainment elements including a film studio, a Porsche experience centre, a water park, a performing arts centre, along with several retail and food and beverage establishments. The future phases are in planning stages currently and construction has not yet begun. •Ontario Power Generation’s Pickering Nuclear Generating Station Decommissioning: Supported by the Province of Ontario, OPG’s Pickering station will end commercial operations in 2025. Under OPG’s current timelines, OPG will shut down the plant’s units 1 and 4 in 2024 and units 5 to 8 in 2025. After commercial operations cease, the station will first be placed in a safe storage state (removal of fuel and water) and eventually decommissioned, beginning in 2028. The full decommissioning process takes approximately 50 years. After decommissioning, the City will resume ownership of the land. The Pickering plant uses CANDU technology, a unique nuclear reactor technology developed in Canada, and will be one of the largest and first of its kind in the world to be decommissioned. In speaking with OPG, they foresee visiting specialists throughout the process MARKET OVERVIEWS 21 - 121 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 and are working closely with Pickering and region on the financial and social impacts. As the plant is decommissioned, Pickering’s employment numbers will decrease as employees are redeployed to OPG’s Darlington site, where a small reactor is being built. OPG, the City of Pickering, and Durham Region are currently undertaking a Financial, Economic, and Social Impact study on the retirement of the station. Conclusion The City of Pickering has a strong economic foundation and a population of approximately 91,000. The City is expected to see population increase to 124,445 by 2030 as a result of strong residential and employment growth. Downtown Pickering has been identified as one of 2 urban growth centres by the region and is expected to function as a dominant centre within the region. The City has a number of major development projects currently underway and in the planning stages and as such, the City is well positioned for future economic growth. In addition, Pickering is located within the GTA and within easy access of both visitor and business markets. As the province recovers from the COVID-19 pandemic, Ontario’s economy is forecast to grow at an annual rate of 2.6% through to 2025. Ontario’s tourism’s recovery will greatly depend on the wide distribution of vaccines and traveler confidence. While 2021 will see tourism recover over 2020, demand will mainly be from domestic visitation with full-scale recovery taking place in future years. While the vaccination roll out has expanded rapidly over the last several months and case counts have come down to levels not seen since early in the pandemic there remains various limitations on gathering sizes and indoor dining as well as travel bubbles in some provinces heading into the winter season. The recent re- opening of the Canada border to fully vaccinated US and International visitors should be positive for the industry heading in 2022. While the economic growth expectations are important, what is more important to the accommodation and tourism sectors in Canada is the timing of recovery in business, meeting conference, and leisure travel. The recovery in the accommodation industry in Canada will be as much about easing in travel restrictions and gathering limits as the willingness or ability of businesses to allow employee travel. Recovery will also largely depend on the willingness and comfort of individuals to travel for both leisure and business purposes. MARKET OVERVIEWS 22 - 122 - DEVELOPMENT OVERVIEW - 123 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 DEVELOPMENT OVERVIEW Location Overview The City of Pickering is located in the Greater Toronto Area region in Southern Ontario, approximately 40 km east of downtown Toronto. The City is located along Highway 401, a primary arterial roadway in Southern Ontario that connects Windsor in the west to the Ontario-Quebec border in the east. The City has a population of almost 100,000 people and major industries include Advanced Manufacturing, Agri-Business, Innovative Technology (IT), and Energy, Environment and Engineering (EN3). Location Considerations When determining the optimum location and site for a hotel development, the following characteristics should be considered. • Access – An optimal hotel development site should be easily accessible and ideally situated in a convenient location with easy access to and from major arterial roadways. • Ingress/Egress – An optimal hotel site should have simple, easily accessible routes of ingress and egress. • Visibility – An optimal hotel development site should allow for the hotel to be oriented in such a way that the building could be seen by traffic in all directions. It would still be necessary to supplement the building visibility with appropriate signage along major roadways and on the building and site itself. • Proximity to demand generators – An optimal hotel development site should be reasonably proximate to the local demand generators such as major businesses or industrial parks as well as recreation and leisure attractions. • Proximity to support amenities – An optimal hotel development site should be within walking distance or reasonably proximate to a concentration of support amenities such as restaurants, entertainment, and retail. In general, leisure travelers place a higher value on having amenities within walking distance, while corporate travelers and meeting/conference guests would expect business and industrial parks to be within a short driving distance. If the location characteristics for a prospective hotel development are not optimized, it would have an impact on the proposed hotel’s ability to achieve the projections contained herein. DEVELOPMENT OVERVIEW 24 - 124 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Development Area Review Based on discussions with the Client, it is our understanding that there are two nodes within the City which are seeing considerable growth and the Client believes there may be an opportunity for hotel development. The two location nodes include: •Pickering’s City Centre: located in downtown Pickering, the area is in the early planning stages of a transformation with new buildings and facilities planned, including a performing arts centre, a relocated and expanded central library, a combined seniors and youth centre, residential condominium towers, and a public square, among others. •Innovation Corridor: located in the Northern/Central area of Pickering between Highways 7 and 407.Zoned for prestige employment uses, the City envisions this corridor will support the creation of high-tech jobs in a variety of industries. The Innovation Corridor has potential for future hotel demand with the surrounding employment lands, the proposed Airport lands, the film backlot, and the proposed event centre at the Pickering Museum Village. However, given that timelines for the new developments in the area are currently estimated to not be completed for 10 years, these projects would not currently generate hotel demand. Therefore, the Innovation Corridor does not represent an ideal location for a hotel development until these projects are completed or near completion. The City Centre location has good access and potential visibility from Highway 401 and the Pickering GO Station. It would also be close to local corporate and leisure demand generators, especially once the proposed performance centre is completed. With the site located near Pickering Town Centre mall, the location would have good access to support amenities in the immediate area such as shopping, dining, and entertainment. Based on these factors, CBRE recommends the City Centre location for the potential hotel development in the near to midterm. Development Concept When determining the ideal product for accommodation development within the City of Pickering, the motivations and priorities of the hotel investment and lending community were also considered along with the market factors. Typically, if a community is going to be successful in attracting private sector hotel investment, a comprehensive and independent third-party assessment of the opportunity is required. The hotel investment community is exposed to a wide range of projects and has many communities soliciting their development interest. They are looking for formal independent confirmation that a project has merit. Typical hotel investors have several key criteria they consider when determining how/where to invest their funds, the most important of which are: 1.Return on Investment: Return on Investment measures the gain or loss generated on an investment relative to the amount of money invested. Hospitality property is considered to be a secondary form of real estate investment due to its specialized nature, requirement for strong management and higher risk associated with the income stream. Investors require a higher rate of return on hospitality DEVELOPMENT OVERVIEW 25 - 125 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 property as compared to more traditional real estate investments. Our experience in the industry indicates that typical hotel investors expect a return on investment in the range of 10% to 15%, far higher than what is characteristic of other real estate classes. 2.Availability and Likelihood of Financing: The availability and cost of financing has a direct impact on the value of a hotel, and hence hotel financing parameters play an integral role in the feasibility of new hotels. In today’s lending environment, obtaining financing on a non-branded asset is highly challenging. The support of large, well-known international brand mitigates the performance risk of an asset with the premier brands almost always outperforming second tier brands or independent hotels. In addition, the support of a large brand/reservation system and national marketing network, also makes a hotel asset much less vulnerable to new supply. Further, when considering construction financing on new build assets, lenders will finance on the lower of capital cost or estimated market value ~ which directly impacts the level of equity required to move a project forward. In the most ideal situation, capital cost and estimated market value are equal. 3.Liquidity/Exit Strategy: Both lenders and developers consider the ultimate exit strategy when evaluating a hotel investment opportunity. Research shows that branding also helps to reduce the liquidity risk of an asset, in the sense that there would be more potential purchasers for product carrying strong brands that are not specific to one owner/operator/developer. These are critical factors that influence a hotel developer’s investment decision, and these should be considered when evaluating the opportunity for attracting accommodation development to any community. Throughout the engagement CBRE consistently evaluated the potential for accommodation development in the City of Pickering bearing in mind these “typical” development and investment parameters. All recommendations, such as the size of the project, the nature of the accommodation (i.e. branded vs. un- branded) were based on what our experience in the industry has shown would give the community the best means for attracting an interested developer, and ensuring a development with the greatest long-term potential for success is developed, taking into account all of the market and investment factors in the City of Pickering. PROPOSED FACILITY PROGRAM Based on our review of the existing accommodation product within the competitive local and regional markets, the historic market performance, the nature of local demand generators and the economic operating conditions for hotels in Canada, we have recommended the following development option for a proposed hotel in Pickering. Our determination of the most suitable product to be considered for development was based on factors which best meet market demand and would also lead to the greatest level of investor interest and support from the traditional lending community. By conducting our analysis on the product type that would have the greatest appeal to the traditional hotel investment market, this allows the City the greatest chance of attracting a serious developer/investor with the capabilities and knowledge to develop a successful hotel operation. DEVELOPMENT OVERVIEW 26 - 126 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Physical Description The development recommendation is that of a branded, 120-unit focused-service hotel. Examples of brands that could be considered for such a development include, but are not limited to Canopy, Aloft, ALT, Hyatt Place, Tru by Hilton, and the like. In this case, branding is recommended in that it will not only enhance the marketability of the project but will also enhance the potential for project financing. The recommended hotel and product positioning is based on these primary factors: •This level of hotel can appeal to a broad range of guests and types of travelers. •The design prototypes for these brands are of strong quality. •This level of hotel is more cost effective to develop relative to full-service level hotels but offers guests more than limited-service hotels. •This level of hotel is more cost effective to operate relative to full-service hotels with added services requiring low staff levels. •These brands are considered more “lifestyle” and would fit the urban setting of the City Centre with the Pickering Town Centre mall and proposed performing arts centre onsite. Hotels of this nature typically feature a variety of guestrooms, including standard one or two bedded rooms, and a mixture of suite configurations. Guestrooms within this tier of hotels typically include amenities such as a desk or workspace, high-speed internet and/or wireless internet access, and in-room coffee making facilities. The proposed development program should include a variety of room types as dictated by the brand development standards. The main floor typically includes a comprehensive offering of amenities for both business and leisure travelers. Services that would be available at the proposed hotel would include a 75-seat restaurant, indoor pool, fitness centre, and 4,500 square feet of meeting space. The inclusion of a sufficient amount of meeting space would allow the hotel to attract additional meeting/conference business and compete effectively within the market. The proposed configuration includes a main 3,000 square foot meeting room (capacity of 200 persons) with two smaller 750 square feet meeting rooms to act as breakout rooms or more intimate meeting spaces for 50 persons. In conversations with the Ajax-Pickering Board of Trade, the current regional event offerings lack breakout rooms and suitable spaces for smaller meetings. The meeting space would be suitable to host small corporate meetings and social gatherings, as well as larger banquets and events. The following table outlines a possible facility program for the proposed hotel. DEVELOPMENT OVERVIEW 27 - 127 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Proposed Hotel Facility Program Guestrooms % of Room Mix Keys Sq. Ft./Rm Total GFA King 25% 30 290 8,700 Queen/Queen 50% 60 325 19,500 King Suite 20% 24 360 8,640 Queen/Queen Suite 5% 6 490 2,940 Total 100% 120 350 39,780 Food & Beverage Seats Sq. Ft./Rm Total GFA All Day Restaurant 75 16 1,875 Main Meeting Room Bre ak Out Room Break Out Room 200 50 50 25 6 6 3,000 750 750 Fitness Room / Pool Lobby / Public Spaces BOH / Circulation Total Hotel GFA 33 38 120 576 4,000 4,560 14,400 69,115 Total 75 16 1,875 Meeting/Conference Facilities Capacity Sq. Ft./Rm Total GFA Total 300 37.5 4,500 Other Facilities Sq. Ft./Rm Total GFA Source: CBRE Hotels Based on our experience in the industry and knowledge of comparable hotel construction projects, the proposed hotel development would require approximately 2.0 to 2.5 acres of land. However, it is our understanding that the proposed City Centre development will include a large underground parking lot to accommodate guests to the mall, seniors and youth centre, and performing arts centre. In conversations with the City, they have indicated that the hotel could share in this underground parking lot. Therefore, if the hotel shared in the underground parking lot and did not require a surface level parking lot, development on a smaller site could be considered. In addition, integration of the hotel into a mixed-use development—such as the proposed residential buildings— might also be considered, provided that cost allocations do not negatively impact investment returns. In terms of placement, an ideal location for the proposed hotel would offer direct visibility from the 401 Highway and GO Station pedestrian bridge, as well as easy pedestrian access, such as from the proposed City Centre public square. If the hotel offers underground parking, walk-up pedestrian access and a port- cochere which offers easy drop-off access will be especially important. Conclusion The most suitable location for a hotel development at this time would be in Pickering’s City Centre, in close proximity to the demand generators in the area and with good visibility and ease of access from Highway 401 and the Pickering GO Station. Based on a review of the existing hotel product, and on our research on the various sources of market demand, a 120-room focused-service product is considered to be a good fit for the market. DEVELOPMENT OVERVIEW 28 - 128 - COMPETITIVE MARKET - 129 - 65% 60% >-55% u C 0 g-50% u 0 45% 40% 35% 30% 9/1 1 Te rrorist Att acks CBREIHotels I National Accomodation Market Occupancy & Demand 1998-2020 -Occupied Room Nights --Occupancy 11 0,000,000 l 00,000,000 !! 90,000,000 __c Ol z E 0 80,000,000 0 "" --□ w . a. 70,000,000 ::, u u 0 60,000,000 50,000,000 ,o. ,,_c::, '\,(::, '\,(::, PROPOSED PICKERING HOTEL JANUARY 1, 2025 NATIONAL ACCOMMODATION MARKET OVERVIEW The Canadian Accommodation Market and COVID-19: Lessons Learned from Previous Demand Shocks The outbreak of the Novel Coronavirus (COVID-19), declared by the World Health Organization as a “Global Pandemic” on the 11th March 2020, has caused heightened uncertainty in both local and global market conditions. Global financial markets saw steep declines beginning in late February 2020, largely on the back of the pandemic over concerns of trade disruptions and falling demand. Many countries globally have implemented strict travel restrictions and a range of quarantine and “social distancing” measures. In Canada, on March 18, 2020, the Federal government implemented a ban on the entry to Canada of foreign nationals from all countries, except the United States. At the same time, it was announced that the Canada-U.S. border would be closed to all non-essential travel. These closures/limitations persisted for approximately 18 months. In looking at the Canadian accommodation market’s recovery from similar demand shocks over the last 20 or so years may provide an indication of how things could play out. The following graph presents the demand change percentage, Average Daily Rate (ADR) and Revenue per Available Room (RevPAR) for the Canadian Accommodation market going back to 1998. COMPETITIVE MARKET 30 - 130 - $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 2019 2020· 2 021 2022 2023 2024 2025 9/11 Te rro ri st Attacks National Accomodation Market ADR & RevPAR Performance 1998 -2020 Grea t SARS Finan cia l Epid e mi c Cri sis ~7 V ■ ADR ■ RevPAR Actual Results 0cc ADR RevPAR Supply Demand 0cc ADR RevPAR 65% 3 0 % $163 $128 $106 $39 1 .4% 0.8 % Outlook 1% -48% -1 pts -35 pts 5 % -2 1% 5 % -64% 0cc ADR RevPAR Supply Demand 0cc ADR RevPAR 36% $132 $47 1.0% 2 0 % 6 pts 3 % 22% 50% $144 $72 1 .4% 42 % 14 pts 9 % 53% 59% $153 $90 2.0 % 19% 9 pt s 7 % 24% 63% $1 6 1 $102 0 .6% 8 % 4 pts 5 % 13 % 65% $166 $107 0.7% 3 % 2 pts 3 % 6 % • 2020 performance hos been annualized to reflect total inventory CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 In 2001 after the demand shock created by the 9/11 terror attacks, accommodation demand declined by just over 2% and returned to pre-incident levels the following year. Similarly, in 2003 with the SARS pandemic, which was largely concentrated in Toronto, demand declined by almost 4% with occupied room nights more than recovering in 2004. In 2008/2009, the most recent demand shock, the Great Financial Crisis (GFC) saw demand decline by a combined 7.5% over the two-year period. While demand came back strong in 2010, it took until 2011 for occupied room night levels to pre-downturn levels. In general, the rebound on ADR and RevPAR has lagged the demand recovery as demonstrated above. Post 9/11 and SARS, the ADR and RevPAR levels returned to pre-impact levels within 1-2 years. Following the GFC it took more than 4 years for the national ADR and RevPAR levels to return to 2008 levels. Taking into consideration the historic data, 2020 performance and the current COVID situation, CBRE Hotels has prepared a projection for National RevPAR performance, as presented below. COMPETITIVE MARKET 31 - 131 - Monthly RevPAR $140 $120 $100 $80 $60 $40 $20 $0 0 0 0 0 0 0 0 0 0 0 0 0 N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N C ..Q '° 0. >-C :5 Ol n. -> u C ..Q '° 0. >-C :5 Ol n. -> u C ..Q '° 0. >-C :5 Ol n. -> u u "' (!) "' :::, :::, (!) u 0 (!) u "' (!) "' :::, :::, (!) 0 (!) 2 -, 0 "' (!) "' :::, :::, (!) 0 (!) -, LL 2 <( 2 -, -, <( (/) 0 z 0 -, LL <( 2 -, <( (/) z 0 -, LL 2 <( 2 -, -, <( (/) 0 z 0 --Histor ic Baseline RevPAR (2019) --Actua l/CBRE Forecast - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 In 2021, the National accommodation market was forecasted to see some RevPAR recovery which will be in the range of 25%, mostly on stronger than expected occupancy. Recovery to 2019 RevPAR levels is not expected to happen until 2025 as there is expected to be a lag in recovery of certain segments (i.e. Meeting Conference, International Corporate & Leisure, etc.) until people are vaccinated and movement is no longer restricted or limited. Below is the expected RevPAR recovery projection compared to a baseline (2019 actual performance). Into 2022 the RevPAR will trend towards higher growth, but it will be into 2025 before the curves meet. While CBRE has prepared this projection at a national level, individual markets will recover at a varying pace and certainly some markets are likely to see recovery sooner depending on a number of factors including new supply. There are additional recovery influences that could affect projected results including travel restrictions, operational shifts in the industry, economic recovery, extended physical/social distancing requirements and ultimately, the widespread distribution of the vaccine. COMPETITIVE MARKET 32 - 132 - ~ > w "" $120 $100 $80 $60 $40 $20 $0 - Ontario -Accommodation Market Demand and RevPAR 2005-2020 l 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 -occupied Room Nights -RevPAR CBREIHotels 40,000,000 35,000,000 30,000,000 "' 1: 25,000,000 Ol z E 20,000,000 0 0 "" cl w 15 ,000,000 ·a_ ::, u u 10,000,000 0 5,000,000 0 PROPOSED PICKERING HOTEL JANUARY 1, 2025 The Regional Accommodation Market: Ontario Looking back at the performance of the Ontario accommodation market since 2005 the impact of demand shocks and the recovery follow a similar pattern as the national accommodation market in these same situations. By 2010 the occupied room night demand levels had almost completely recovered to 2008 levels however it took until almost 2014 before RevPAR recovered to the same levels. COMPETITIVE MARKET 33 - 133 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 COMPETITIVE ACCOMMODATION MARKET ANALYSIS Competitive Market Identification In order to identify hotel market trends as they relate to the potential property, information on the historic performance has been drawn from data collected through the CBRE Hotels Trends database. On an annual basis between 500 to 600 properties (90,000 – 110,000 rooms) provide us with their detailed operating statements, while on a monthly basis we obtain and monitor the rate and occupancy of 2,010 properties representing over 60% of the Canadian industry’s 465,000 rooms. The CBRE database has been in place for 30 years. The confidentiality of individual property data is of the utmost importance; however, we have the ability to examine the top line, operating structure and bottom- line performance of these individual properties, and bring that knowledge to our engagements. The following table presents the 401 Corridor competitive accommodation market for the potential hotel at Pickering’s City Centre, from eastern Toronto to Oshawa. Competitive Facilities - 401 Corridor Total Meeting Meeting Space No. Name Address Rooms Type Space (SF) per Room (SF) Re s t a u r a n t / Lo u n g e Br e a k f a s t R o o m P o o l F i t n e s s C e n t r e Bu s i n e s s C e n t r e 1 Comfort Inn Oshawa 605 Bloor St West, Oshawa 77 Limited Service --X X 2 Courtyard Oshawa 1011 Bloor Street East, Oshawa 115 Focused Service 8,481 73.7 X X X 3 TownePlace Suites Oshawa 1011 Bloor Street East, Oshawa 98 Extended Stay " 86.5 X X X X X 4 Travelodge Oshawa 940 Champlain Drive, Oshawa 114 Limited Service 1,000 8.8 X X X X 5 Holiday Inn Express Oshawa Downtown 67 Simcoe St North, Oshawa 125 Limited Service 342 2.7 X X X X 6 La Quinta Inn & Suites Oshawa 63 King Street East, Oshawa 59 Limited Service 1,260 21.4 X X X 7 Oshawa Kingsway Motel (f. Knights Inn) 695 King St E, Oshawa 25 Limited Service -- 8 Best Western Plus Durham Hotel & Conference 559 Bloor St West, Oshawa 84 Focused Service 6,500 77.4 X X X 9 Quality Suites Whitby 1700 Champlain Ave, Whitby 104 Extended Stay N/A 10 Holiday Inn Express Whitby 180 Consumers Dr, Whitby 92 Limited Service N/A 11 Motel 6 Whitby 165 Consumers Dr, Whitby 124 Limited Service N/A 12 Residence Inn Whitby 160 Consumers Dr, Whitby 122 Extended Stay N/A 13 Super 8 Motel Ajax 210 Westney Rd S, Ajax 64 Limited Service N/A 14 Hilton Garden Inn Toronto Ajax 500 Beck Crescent, Ajax 134 Focused Service 3,000 22.4 15 Homewood Suites Ajax 600 Beck Crescent, Ajax 104 Extended Stay N/A 16 Comfort Inn Pickering 533 Kingston Rd, Pickering 144 Limited Service N/A 17 Travelodge Scarborough 20 Milner Business Ct, Toronto 148 Limited Service N/A 18 Days Inn Scarborough Toronto East 2151 Kingston Rd, Toronto 61 Limited Service N/A 19 Holiday Inn Express Scarborough 50 Estate Dr, Scarborough 140 Limited Service 1,104 7.9 X X X 20 Super 8 Scarborough/Toronto East 3280 Kingston Rd, Scarborough 49 Limited Service --X X X 21 Knights Inn Toronto East (f. Howard Johnson) 22 Metropolitan Rd, Scarborough 191 Limited Service N/A X X X 22 Knights Inn Scarborough (CLOSED) 4694 Kingston Rd, Scarborough 0 Limited Service -- 23 Days Inn Toronto East 2151 Kingston Rd, Toronto 50 Limited Service --X 24 Delta Hotel Toronto East 2035 Kennedy Rd, Toronto 367 Full Service 21,534 58.7 X X X X 25 Radisson Hotel Toronto East 55 Hallcrown Pl, Toronto 238 Full Service 7,700 32.4 X X X X 26 Best Western Plus Executive Inn Toronto 38 Estate Dr, Toronto 95 Focused Service 600 6.3 X X X X 27 Toronto Don Valley Hotel 175 Wynford Dr, North York 354 Full Service 16,000 45.2 X X X X 28 Edward Hotel North York 185 Yorkland Blvd, North York 286 Full Service -- X X X X Total 3,564 Source: Compiled by CBRE Hotels As of the end of December 2020, the 401 Corridor competitive accommodation market was comprised of 28 hotels offering 3,564 rooms or 1,304,363 available room nights. COMPETITIVE MARKET 34 - 134 - n m ::n m :::r: i -en * Pickering City Centre Pickering Innovatio n Co rrido r Comfort Inn Oshawa Courtyard Oshawa TowncPlacc Suites Oshawa Travelodge Oshawa Holiday I nn Express Oshawa Downtown La Quinta Inn & Suit es Oshawa Oshawa Kingsway Motel (f. Knights Inn] Best Western Plus Durham Hotel & Conference Cent re Quality Suites Whitby Holiday Inn Express Whitby Motel 6 Whitby Residence Inn Whitby Super 8 Motel Ajax Hilton Garden Inn Toronto Ajax Homewood Suites Ajax Comfort Inn Pickeri ng Travelodge Scarborough Days Inn Sca rb oroug h Toronto East Holiday Inn Express Scarboro ugh Super 8 Scar borough/Toro nto East Knights Inn Toron to East ([ Howard Johnson] fl> Knights Inn Scar borough (CLOSED) Days Inn Toronto East Delta Hote l Toronto East Radisso n Hotel Toron to East Best Western Plus Execut ive Inn Toronto Toronto Don Va lley Hotel Edward Hotel North York Future Durham Live Hotel CBRE Vandorf @I Lemonvll le Preston Lake 0 §J Bethesda @ Whitchurch-Stouffvllle G @ m Gormley @) 34 @) lill Hill NHILL 0 Almira @ @ 0 el § GREEN$BOR:OUCM WISMER COMMONS RAYMEAYILLE • CACHET el MARKVILLE EAST 0 UN IONVILLE Markham @ 0 @) mi Green River 0 8 @ MILLIKEN Toronto Zoo ~ ROUGI @ AGINCOURT 407 G @ QIN BROOK BAYVIEW VILLAO£ SCA OUGH -ORT UNION OWDALE RTHYORK on.1atlo40 DON MILLS EAST YORK 8ENDALE GOLDFN MILF Cl.A IR LEA - BIRCHMOUNT THE DANFORTH Toronto ♦ WEST HILL Glen Major ill 0 Ty @ m § Solina Hampton @I §1 @) wTNoFIELDS @ ill @ TAUNTON Mitchell SAMAC Corners @) @ G @) @) @I 0 @) 0 @) @ ~ l:.ASTOALl:. Courtice 0 0 Ajax Whitby Os~a -@J @ VANIERCENTRAL - @) IE) e} O_!HAWA POR1'!NHITBV-I 0 @ Pic~ng 22 @ Map dala 02021 le =:::....-:-..::...-:-.:::=:.-==---...= .. -:.--=:-.=::-J,:_.:._ ... .=:.::~·::::: ... _::r.:::.. __ ~~=:=:......;..~:".,. .. ......:"'i:,=".:.:.:: ... ..;=--.... " .. -..:;."':=... ..... -:::-.::::., ... ,.::::.-::::.= PR O P O S E D P I C K E R I N G H O T E L JA N U A R Y 1 , 2 0 2 5 A m a p o f t h e c o m p e t i t i v e a c c o m m o d a t i o n m a r k e t i s p r o v i d e d b e l o w . I c o n s a r e c o l o u r c o d e d f o r c l a r i t y , w i t h 40 1 C o r r i d o r p r o p e r t i e s s h o w n i n r e d a n d k e y l o c a t i o n s w i t h i n t h e C i t y o f P i c k e r i n g s h o w n i n g r e e n . 40 1 C o r r i d o r C o m p e t i t i v e H o t e l M a r k e t M a p CO M P E T I T I V E M A R K E T 35 - 135 - - - Total Competitive Market 2016 2017 2018 2019 2020 YTD NOV 2020 NOV 2021 5 Yr Growth Rooms Annual Occupancy Average Daily Rate RevPAR Available Room Nights Occupied Room Nights Room Revenues (000s) 3,476 64.4% $106.15 $68.40 1,272,216 819,753 $87,018 3,492 3,376 3,387 3,564 69.5% 73.0% 70.9% 49.7% $115.46 $119.68 $119.90 $97.65 $80.22 $87.37 $85.06 $48.49 1,274,580 1,232,240 1,236,255 1,304,363 885,619 899,532 877,042 647,793 $102,249 $107,660 $105,154 $63,254 3,564 3,564 49.3% 66.6% $98.68 $94.42 $48.67 $62.85 1,193,913 1,190,260 588,871 792,298 $58,107 $74,808 - -15 pts -8.0% -29.1% 2.5% -21.0% -27.3% Total Market Growth 2017 2018 2019 2020 YTD NOV 2021 5 Yr CAGR Available Room Nights Occupied Room Nights Average Daily Rate RevPAR 0.2% -3.3% 0.3% 5.5% 8.0% 1.6% -2.5% -26.1% 8.8% 3.7% 0.2% -18.6% 17.3% 8.9% -2.6% -43.0% -0.3% 34.5% -4.3% 29.1% 0.6% -5.7% -2.1% -8.2% CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Competitive Market Historic Performance Based on the information contained in the Trends database and CBRE Hotels research, the following chart highlights the historic performance of the primary competitive set over the last several years. HISTORIC MARKET PERFORMANCE SUMMARY - 401 CORRIDOR Source: CBRE Hotels •Supply increased by 2.5% over the five-year period, with the TownePlace Suites Oshawa opening in late 2019, adjacent to the former Durham Hotel & Conference Centre which was converted to a Marriott Courtyard. During the same period, the Knights Inn Scarborough closed in late 2018. There have been no supply additions in the competitive market since the opening of the double pad Marriott Courtyard and Towne Place Suites at 1011 Bloor Street East, Oshawa with 213 rooms in late 2019. •Asset type and quality ranges from full-service properties, such as Delta Hotel Toronto East, Toronto Don Valley and Edward Hotel North York to limited-service branded properties, including Comfort Inn. Travelodge, Knights Inn, Days Inn and Super 8. There are also several extended stay branded hotels including Towne Place Suites Oshawa, Residence Inn and Quality Suites Whitby, and Homewood Suites Ajax. The proposed Pickering hotel will be positioned as a focused service property, with similar product to Courtyard Oshawa, Hilton Garden Inn Ajax and Best Western Plus Executive Inn Toronto. •Between 2016 and 2019, demand in the market grew by 7.0% with occupancy increasing from 64% to 71%. •From 2016 and 2019 market ADR increased from $106.15 in 2016 to $119.90 in 2019 with compounded annual rate growth of approximately 4.1%. •As a result of the solid occupancy levels and modest growth in ADR, RevPAR in the competitive market grew from $68.40 in 2016 to $85.06 in 2019 with a compounded annual growth of 7.5%. •In 2020, with the Covid-19 Pandemic, the market saw a 26.1% decline in occupied room night demand. Accommodation markets across the country were impacted by the various government and COMPETITIVE MARKET 36 - 136 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 public health restrictions and the near complete shutdown of travel due to the Covid pandemic. This resulted in occupancy falling 21.3 points to 49.7%. •During 2020, ADR in the competitive market eroded by 18.6% to $97.65, with a number of the hotels contracted to provide social housing/shelters during the height of the pandemic. •Year to date November 2021, occupied room night demand is up 34.5% with occupancy increasing 17.2 points to 66.6%. However, over the same period ADR is down by a further 4.3% as operators continue to compete for demand in the market. The significant improvements in occupancy has been somewhat offset by the loss in ADR, driving RevPAR growth of 29.1% through the end of November. Market Segmentation In most markets, overall demand varies based on the nature of travel. Accommodation demand for the competitive market is typically generated by four different segments: Corporate, Meeting/Conference, Leisure and Government/Other. Corporate Corporate travelers are defined as those travelling for business purposes, including those engaging with locally based firms and/or passing through the area. Corporate demand is typically generated from Sunday to Thursday nights. Corporate travelers are typically in the market for one to three nights and are single occupancy. Often, their choice of accommodation is influenced by factors such as the quality and range of facilities/amenities offered, location, and franchise/hotel chain loyalty, as they seek to accumulate rewards program benefits. Historically, this demand segment has been somewhat less price sensitive than other sources of room demand. However, corporate room demand often includes sources that have negotiated room rates that may be discounted based on the volume of activity they produce. Overall, the corporate demand segment is a key source of room night activity in the majority of markets. Meeting/Conference In this segment room demand is generated by sources travelling for the primary purpose of attending meetings and conferences. This segment includes corporate groups, associations and SMERF (social, military, educational, religious, and fraternal) groups. This segment is typically attracted by a hotel's in-house meeting facilities and/or their proximity to other public assembly venues and conference/convention facilities. Demand from corporate groups is typically generated between Sunday and Thursday nights. Corporate groups tend to have a high level of single occupancy, while other groups tend to have more double occupancy. Associations and SMERF groups have a more varied occupancy pattern and often hold weekend meetings. This demand segment tends to be somewhat price sensitive. Meetings and conferences typically generate between one and three nights of guest room demand. Larger groups can often negotiate preferred/discounted room rates or discounts on their food and beverage charges and/or meeting room rental rates. COMPETITIVE MARKET 37 - 137 - • • • • CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Leisure Leisure travelers generally include vacationers or travelers passing through the area. This segment is typically attracted by a hotel's location relative to area attractions and/or venues where they are participating in events such as sports/recreational exhibitions and competitions. This segment can also include those visiting, but not staying with friends and relatives. Leisure demand also includes occupied rooms generated online through third party providers such as Expedia, Priceline, etc. and includes leisure groups such as sports teams and tour groups. Demand from leisure travelers is typically generated throughout the year on weekends, during school/statutory holiday periods and in the summer months. Leisure travelers tend to have a high level of double occupancy and tend to pay the highest rates. The typical stay for leisure travelers is between one and four nights. Government/Other Government/Other demand includes demand generated by all levels of government. It can also include any construction and maintenance crew business that may be staying in the area with durations ranging from one night to several weeks/months. Indigenous travelers that qualify for federal government room rates are included within this segment. Finally, this segment also includes occupied room night demand generated by brand loyalty rewards redemptions or associate stays. This segment is comprised of demand that is highly rate sensitive in comparison with the other market segments. Some hotels choose to limit the volume of demand from this segment based on their low room rate requirements/preference. Competitive Market Segmentation On the basis of CBRE Hotels market research, information contained in our Trends database and discussions with local hoteliers, the estimated market segmentation for the competitive market in 2020 is presented below: 2020 Market Segmentation 27% 4% 38% 31% Corporate Mtg/Conf Leisure Gov/Other COMPETITIVE MARKET 38 - 138 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Demand Segmentation Segment 2019 2020 2019 2020 Room Night Demand % of Total Corporate 286,005 173,304 33% 27% Mtg/Conf 93,718 28,362 11% 4% Leisure 301,400 245,779 34% 38% Gov/Other 195,920 200,347 22% 31% Source: Compiled by CBRE Hotels •Corporate travel is estimated to generate approximately 173,304 occupied room nights or 27% of the occupied room nights in the market, making it the second strongest demand segment in the regional market. Corporate demand in 2020 fell by 39% compared to 2019 levels achieved in the market with the onset of COVID-19. •In the competitive market, there are approximately 5 properties which offer a significant amount of meeting space and compete for both social catering events (i.e. weddings, galas, special events) as well as group meeting conference events (i.e. Corporate or Association meetings). These properties include: the Delta Hotel Toronto East, Toronto Don Valley Hotel, Radisson Hotel Toronto East, Courtyard Oshawa and Best Western Plus Durham Hotel and Conference Centre. This segment was estimated to generate about 4% of the total demand in the market or 28,362 occupied room nights in 2020, a 70% decline from levels achieved in 2019, prior to the gathering restrictions imposed by COVID-19. •Leisure travelers are travelers are primarily tourists visiting attractions in and around the GTA, attending or participating in sporting events in the GTA East market or visiting friends and family. This is the strongest demand segment in the market, estimated to account for 245,779 occupied room nights or 38% of all hotel stays in 2020. Compared to 2019 levels, leisure demand was down by approximately 18% in 2020. •The Other segment accounts for almost 31% of demand in the market or 200,347 occupied room nights. A significant portion of this demand is generated by third-party booking channel demand which the properties use, particularly in off-peak periods, to provide base demand. In addition, since the majority of the properties are branded there is demand generated by brand reward or associate stays. Lastly, the market sees demand in this segment generated by Government business and in 2020 there was an increased need for hotels to provide shelter/social housing to accommodate persons needing to isolate. Competitive Market Supply Analysis CBRE Hotels considers the following factors in determining which additions to supply may affect the competitive market: •Distance from the subject hotel •The current and future condition of the physical plant COMPETITIVE MARKET 39 - 139 - PROPOSED PICKERING HOTEL JANUARY 1, 2025 •The type of facilities and amenities to be offered •Information from hotel operators on “who” would be considered a primary competitor It should be noted that information regarding proposed hotel developments may vary once the planning department grants approvals or hotel development financing is finalized. While CBRE Hotels has made attempts to determine the level of new supply entering the market, it is impossible to determine every hotel that will be developed in the future, when they will be completed or their potential impact on the subject hotel. The inherent risk of any future new hotel supply has been implicitly considered in the selection of a stabilized occupancy level for the subject property. Based on information available, discussions with hotel operators and our general knowledge of the industry, the following outlines the supply that is projected to impact the competitive market over the projection period. Summary of Proposed Supply Changes No. Name Rooms Probability Type Opening Date Status CBREIHotels 1 Proposed Pickering Hotel 120 100% Focused Service 1-Jan-25 Proposed 2 Pickering Casino Resort 275 100% Extended Stay 1-Sep-22 Under Construction Total 395 Source: CBRE Hotels •The 275-room Pickering Casino Resort Hotel is under construction next to the Pickering Casino Resort. The hotel is expected to open by Fall 2022 resulting in 92 rooms effectively entering the competitive market in 2022 and the balance of the rooms in 2023. •For the purposes of this analysis, we have assumed that a 120-room focused service branded hotel will enter the Pickering market by 2025. Over the projection period, supply in the competitive market is projected to grow by 11.1%% or 395 rooms. Market Demand and ADR Projections The demand projections prepared for the competitive market are based on the economic outlook for the area, current market dynamics and anticipated changes in demand patterns throughout the projection period. At this time, there remains considerable uncertainty around the impacts on the economy and more specifically the accommodation sector resulting from the COVID-19 (corona) virus. While impacts vary across markets, national RevPAR contracted by approximately 60% in 2020. Current expectations are for demand recovery to begin in earnest in spring of 2022 with ADR and RevPAR recovery lagging behind returning to 2019 levels by 2025. These forecasts are predicated on the assumption that there will not be a re-implementation of travel restrictions or border closures and that any additional waves can be managed without lockdowns or significant restrictions. Lastly, a continual gradual demand growth will be supported by continued vaccination progress globally. There are expected to be recovery lags in segments such as medium to large meeting conference, international corporate and leisure. COMPETITIVE MARKET 40 - 140 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 The recovery will be as much about vaccinations and the easing of travel restrictions and gathering limits, as the willingness or ability of businesses to allow employee travel. The willingness and comfort of individuals to travel for both leisure and business purposes will also impact the speed of recovery. The demand projections below take into account these impacts and also considers the historic and anticipated future factors impacting demand in the competitive market. The following summarizes our projections for future room demand and ADR growth. Projected Market Performance Summary Actual Projection Projection Projection Projection Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Market Projections 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Total Demand Occupied room nights 647,793 869,480 930,007 981,071 1,014,127 1,040,012 1,040,012 1,040,012 1,040,012 1,040,012 1,040,012 Demand growth 34.2% 7.0% 5.5% 3.4% 2.6% 0.0% 0.0% 0.0% 0.0% 0.0% Total Supply Available Room Nights 1,304,363 1,300,860 1,334,318 1,401,235 1,405,074 1,445,035 1,445,035 1,445,035 1,448,994 1,445,035 1,445,035 Supply Growth -0.3% 2.6% 5.0% 0.3% 2.8% 0.0% 0.0% 0.3% -0.3% 0.0% Market Occupancy 49.7% 66.8% 69.7% 70.0% 72.2% 72.0% 72.0% 72.0% 71.8% 72.0% 72.0% Market Average Daily Rate $97.65 $93.25 $102.58 $110.78 $118.54 $120.91 $123.33 $125.79 $128.31 $130.88 $133.49 Market RevPar $48.49 $62.33 $71.50 $77.56 $85.56 $87.02 $88.76 $90.54 $92.09 $94.19 $96.08 Rate Growth -4.5% 10.0% 8.0% 7.0% 2.0% 2.0% 2.0% 2.0% 2.0% 2.0% Source: CBRE Hotels •Based on year-to-date performance, and the uneven lifting of COVID-19 related travel and gathering restrictions as new variants are discovered, the competitive market is projected to see overall demand increase by 34.2% in 2021, with occupancy levels climbing to 66.8%. •By 2022, assuming all travel restrictions are lifted, demand is projected to grow by 7.0% with occupancy levels improving to 69.7%. Market demand is projected to grow a further 5.5% in 2023, as the industry continues to recover to pre-pandemic demand levels. By 2024, market occupancy is expected to reach 72.2%. •Between 2022 and 2025 new supply will enter the market including the 275-room Pickering Casino Resort Hotel and the proposed 120-room Pickering focused-service hotel. •With induced demand generated by the new Casino hotel, coupled with recovery growth in the market, occupancy is projected to recover to 72% by 2025. •In terms of Average Daily Rate (ADR), the market is projected to see a further 4.5% erosion in rate in 2021, with substantial growth of 10.0% in 2022, 8.0% in 2023, and 7.0% in 2024, as the market recovers, and stabilizes at 2.0% per annum in 2025 and for the remainder of the projection period. COMPETITIVE MARKET 41 - 141 - PROPERTY PERFORMANCE - 142 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 SUBJECT PROPERTY PROJECTED PERFORMANCE Projected Occupancy and Average Daily Rate In assessing the projected occupancy and rate performance of the proposed property, a market penetration analysis was undertaken, in which the concept of “fair market share” was utilized. This concept states that, all things being equal, a property will attract rooms demand in the same proportion as its share of rooms supply. Market penetration in excess of 100.0% indicates that a property possesses competitive advantages relative to the market as a whole, while competitive weaknesses are reflected in penetrations of less than 100.0%. The marketing philosophy and pricing strategy for a property can also impact its penetration. Accordingly, there are other factors besides competitive weakness that can contribute to a penetration of less than fair share. The following analysis assesses the projected market position/occupancy, average rate, and RevPAR levels for the proposed hotel. The projections are based on numerous factors including the economic influences, the projected supply/demand relationship in the competitive market, interviews with local stakeholders and expected growth in demand for accommodations in the local area. It is assumed that there are no significant changes in the market over the projection period that would impact the current status of the competitive rooms supply other than as currently identified. The following section presents our projections of demand for the proposed Pickering focused-service property by market segment. Corporate Corporate travel in the region occurs year-round. Corporate demand is typically concentrated between Tuesday and Thursday. The subject hotel is expected to be able to capture more than its fair share of demand in this segment due to its assumed affiliation with a strong/internationally recognized brand, its quality and new construction, its strong product offering as an upscale focused service hotel, and its close proximity to major employers and demand generators within the City of Pickering. The opening of the subject hotel will not only satisfy currently unaccommodated corporate demand in the local area specifically but is also expected to re-capture a portion of demand that was previously leaving the area to find better accommodation product elsewhere. The hotel is projected to capture 100.0% of market share in Year 1. The hotel is projected improve its penetration to 105.0% in Year 3 and stabilize at this level. Once stabilized the hotel is projected to capture approximately 10,300 occupied room nights annually, with the Corporate segment representing approximately 32% of the hotel’s total demand. Meeting and Conference The hotel will provide approximately 4,500 square feet of dedicated on-site meeting space across three rooms. Given its location in the heart of downtown Pickering, adjacent to City Hall and the Pickering Town PROPERTY PERFORMANCE 43 - 143 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Centre, with direct access to the Pickering GO Station and Highway 401, the subject hotel is projected to capture more than its fair share of demand from the Meeting/Conference segment. The proposed hotel is expected to achieve a market share of 100.0% in this segment in Year 1, increasing to 105.0% by Year 3, capturing approximately 3,100 occupied room nights annually once operations are stabilized. Demand from this segment is projected to represent 9.5% of the hotel’s total demand. Leisure Leisure demand is typically concentrated throughout the warmer months when travelers are more likely to book vacations, add vacation time onto a business trip or conference, or visit friends and relatives. In this market, there are also sports tournaments which will generate some demand in the winter and shoulder periods. Leisure demand generally occurs on weekends; however, in the summer months weekday leisure demand increases substantively. The GTA East market also benefits from overflow demand from the downtown Toronto market during peak leisure travel periods and the proposed focused-service hotel will be well positioned to capture this demand, particularly with its accessibility to Highway 401. The subject hotel will be a strong competitor in this segment offering a focused-service product with an indoor pool, an international brand, and complimentary breakfast. The proposed hotel is expected to capture approximately 38% of its demand from the leisure segment and is projected to achieve a penetration of 110% of fair market share once stabilized. The hotel is expected to capture approximately 12,300 occupied room nights annually from this segment at stabilization. Government/Other Government/Other demand provides a relatively consistent source of demand throughout the year. Demand in this segment will likely be generated by third-party booking channel demand, some construction crew demand along with demand from brand related associate or rewards stays. The market has some level of local and regional Government demand that will also be captured. The proposed hotel is projected to capture 85.0% of fair share from this segment in Year 1 improving to 90.0% by Year 3. This segment will represent approximately 21% of the hotels total demand once stabilized capturing approximately 6,850 occupied room nights annually. Average Daily Rate The average daily rate and the overall occupancy of a lodging facility are the foundation for the property’s financial performance. While a property’s other revenue components (food and beverage, telephone, spa, other income, etc.) are crucial to the operation of the hotel, they are dependent on the overall number of occupied rooms. Furthermore, the occupancy and average daily rate of a hotel are highly correlated. In reality, one cannot make a projection of one without a projection of the other. As a newly constructed focused-service branded hotel, the proposed subject hotel is projected to achieve a rate penetration of 136.4% in its opening year, increasing to 141.8% by Year 4 and to maintain this level of performance throughout the projection period. The subject is projected to achieve an ADR of $165 in Year 1, increasing to $185 by Year 5. PROPERTY PERFORMANCE 44 - 144 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 From a RevPAR perspective the proposed hotel is projected to achieve 133.9% of fair share in Year One improving to 146.3% by Year Four as the hotel ramps up. As one of the newest hotels in the market, and as the only upscale focused service branded hotel in Pickering, the proposed hotel is expected to be one of the top performing assets in the GTA East market. The following section presents our projections of demand for the subject property by market segment. Projected Performance Summary Over the projection period, occupancy for the potential hotel development is expected to improve from 70.6% in Year 1 to 74.2% in Year 3. Occupancy is projected to hold at this level over the balance of the projection horizon, with an ADR of $164.96 in Year 1 increasing to $181.94 by Year 4. Based on our review, projected results for the property by market segment are summarized in the following table. PROPERTY PERFORMANCE 45 - 145 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Proposed Pickering Hotel Segmentation Projections Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Supply 2025 2026 2027 2028 2029 2030 Proposed Pickering Hotel 120 120 120 120 120 120 Total Market Supply 3,959 3,959 3,959 3,959 3,959 3,959 Fair Share of Supply 3.0% 3.0% 3.0% 3.0% 3.0% 3.0% Demand Projections 2025 2026 2027 2028 2029 2030 Corporate Fair Share of Demand 9,787 9,787 9,787 9,787 9,787 9,787 Penetration Rate 100.0% 102.5% 105.0% 105.0% 105.0% 105.0% Total Demand Captured 9,787 10,032 10,277 10,277 10,277 10,277 Ratio to Total Demand 31.6% 31.6% 31.6% 31.6% 31.6% 31.6% Corporate ADR $158.00 $164.32 $169.25 $174.33 $177.81 $181.37 ADR Growth 0.0% 4.0% 3.0% 3.0% 2.0% 2.0% Corporate Room Revenue $1,546,421 $1,648,485 $1,739,352 $1,791,533 $1,827,363 $1,863,911 Mtg/Conf Fair Share of Demand 2,957 2,957 2,957 2,957 2,957 2,957 Penetration Rate 100.0% 102.5% 105.0% 105.0% 105.0% 105.0% Total Demand Captured 2,957 3,030 3,104 3,104 3,104 3,104 Ratio to Total Demand 9.6% 9.6% 9.5% 9.5% 9.5% 9.5% Mtg/Conf ADR $163.00 $169.52 $174.61 $179.84 $183.44 $187.11 ADR Growth 0.0% 4.0% 3.0% 3.0% 2.0% 2.0% Mtg/Conf Room Revenue $481,913 $513,719 $542,036 $558,297 $569,463 $580,852 Leisure Fair Share of Demand 11,178 11,178 11,178 11,178 11,178 11,178 Penetration Rate 105.0% 107.5% 110.0% 110.0% 110.0% 110.0% Total Demand Captured 11,737 12,016 12,295 12,295 12,295 12,295 Ratio to Total Demand 37.9% 37.9% 37.8% 37.8% 37.8% 37.8% Leisure ADR $185.00 $192.40 $198.17 $204.12 $208.20 $212.36 ADR Growth 0.0% 4.0% 3.0% 3.0% 2.0% 2.0% Leisure Room Revenue $2,171,253 $2,311,868 $2,436,601 $2,509,699 $2,559,893 $2,611,091 Gov/Other Fair Share of Demand 7,602 7,602 7,602 7,602 7,602 7,602 Penetration Rate 85.0% 87.5% 90.0% 90.0% 90.0% 90.0% Total Demand Captured 6,462 6,652 6,842 6,842 6,842 6,842 Ratio to Total Demand 20.9% 21.0% 21.0% 21.0% 21.0% 21.0% Gov/Other ADR $140.00 $145.60 $149.97 $154.47 $157.56 $160.71 ADR Growth 0.0% 4.0% 3.0% 3.0% 2.0% 2.0% Gov/Other Room Revenue $904,621 $968,477 $1,026,032 $1,056,813 $1,077,949 $1,099,508 TOTAL Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Total Fair Share Demand 31,523 31,523 31,523 31,523 31,523 31,523 Total Demand Captured 30,942 31,730 32,518 32,518 32,518 32,518 Total Rooms Revenue $5,104,208 $5,442,548 $5,744,022 $5,916,342 $6,034,669 $6,155,362 Property Occupancy 70.6% 72.4% 74.2% 74.0% 74.2% 74.2% Property ADR $164.96 $171.53 $176.64 $181.94 $185.58 $189.29 Property RevPAR $116.53 $124.26 $131.14 $134.71 $137.78 $140.53 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 2025 2026 2027 2028 2029 2030 Market Occupancy 72.0% 72.0% 72.0% 71.8% 72.0% 72.0% Subject Market Penetration 98.2% 100.7% 103.2% 103.2% 103.2% 103.2% Projected Subject Occupancy 70.6% 72.4% 74.2% 74.0% 74.2% 74.2% Market ADR $120.91 $123.33 $125.79 $128.31 $130.88 $133.49 Subject ADR Penetration 136.4% 139.1% 140.4% 141.8% 141.8% 141.8% Projected Subject ADR $164.96 $171.53 $176.64 $181.94 $185.58 $189.29 Market RevPAR $87.02 $88.76 $90.54 $92.09 $94.19 $96.08 Subject RevPAR Index 133.9% 140.0% 144.9% 146.3% 146.3% 146.3% Subject RevPAR $116.53 $124.26 $131.14 $134.71 $137.78 $140.53 Source: CBRE Hotels PROPERTY PERFORMANCE 46 - 146 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 SUBJECT PROJECTED OPERATING PERFORMANCE Introduction Given that the Proposed Pickering Hotel will be newly constructed asset, in preparing the operating projections relied upon in the Income Approach a build-up method or zero-based approach has been used to project revenues and expenses on a department-by-department basis. The departmental revenue and expenses build up detail is included in Appendix B. In order to estimate the revenues and expenses for the hotel, the pro forma assumptions have been based on a review of the operating performance of similar and like hotels as tracked through the in-house CBRE Canadian Trends database. The CBRE Hotel database of financial statements annually includes over 600 properties across Canada. This database, which provides insight into the operating performance of other directly competitive and comparable hotels, includes a sample of upper midscale hotels under globally recognized brands such as Hilton, Marriott/Starwood, IHG, and Hyatt. The comparative hotels were selected based on their size, facility program and market mix. The Uniform System of Accounts for the Lodging Industry recommended by the American Hotel and Lodging Association and in general use throughout the hotel industry in Canada and has been used to classify income and expenses in this report. In conformity with this system, only direct operating expenses are charged to operating departments of the hotel. The general overhead items, which are applicable to operations, are classified as undistributed and include administrative and general expenses, marketing, property operations and maintenance, and energy costs. Based on our review of the market, and upon the discussion of projected occupancies and average daily rates, a projection of operating results has been prepared for the subject hotel as a 120-room focused service hotel. The projections assume that the hotel will be open and operating as an upscale branded focused- service hotel as of January 1, 2025. Revenue Rooms • The rooms revenue projected for the subject hotel are based on the projected occupancy and ADR as discussed in the previous section. Food & Beverage • F&B revenue at the subject will be generated by a 75-seat all day restaurant as well as meeting room revenues and associated banqueting and catering services. • In Year 1, the subject is expected to generate F&B revenue on a POR basis of about $27.00, or about $835,000. As occupancy levels ramp up over the initial years of operation, F&B revenues will grow on a fixed-variable basis with occupancy. • Once stabilized F&B revenue is projected to account for approximately 13% of total revenue. PROPERTY PERFORMANCE 47 - 147 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Other Operating Departments •For the subject hotel the majority of revenues are projected to be earned from various guest services such as 24-hour sundry market sales, guest laundry and telecommunications charges as the hotel is not expected to charge for parking in line with market conditions. •In Year 1, revenues have been projected at $5.00 POR. As occupancy ramps up over the initial years the Other Operated Department revenues are expected to grow on a fixed-variable basis. Miscellaneous Income •Miscellaneous Income is generated by auxiliary fees and services such as vending machine commissions, attrition fees, cleaning surcharges and other miscellaneous sources. Departmental Expenses Rooms •In Year 1 rooms expenses has been projected at $49.46 POR or 30.0% of revenues. •These expenses have been projected based local market wages rates (inflated to 2025$). •As the hotel ramps up performance between Year 2 and Year 4 it is expected that costs as a percentage of revenue will decline and will be approximately 28.3% of revenue by Year 4. Food & Beverage •The Food & Beverage expenses at the property are generally quite variable in nature as about half of the revenues will be generated by banqueting. In addition, the layout of the F&B dining space will allow for a streamlined operating model. •As a percentage of revenues, the expenses have been projected at 88.4% of revenues throughout the projection period. Other Operated Departments •Expenses in this department are primarily generated by the cost of goods associated with the sundry market. •Other Operated Department expenses are projected to be $2.00 POR in Year 1, growing on a fixed- variable basis with expenses representing 40% of revenue. Undistributed Expenses As with the revenue and expense projections on a departmental basis CBRE has relied on a zero-based build up approach to project the Undistributed and Fixed expenses for the subject property. These expenses are based on local market wage rates and are in line with comparable properties in the CBRE Trends database. Administration & General •The A&G expenses for the subject hotel have been projected to be $4,794 PAR or 9.3% of revenue. PROPERTY PERFORMANCE 48 - 148 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 •As performance of the asset ramps up these expenses will grow on a fixed-variable basis declining to 8.7% of revenue by Year 4. Information & Telecommunications Systems •These expenses include the costs of internet, telecommunication, Property Management Systems (PMS) and Point of Sales (POS) systems as well as other related system and network expenses. •In Year 1 these expenses have been projected to be $771 PAR or 1.3% of revenue. •Going forward these expenses will grow on a fixed-variable basis and will decline as a percentage of revenue to 1.1% by Year 3 when the hotel reaches stabilized occupancy. Marketing & Sales •In Year 1 Marketing & Sales expenses have been projected at $1,783 PAR or 1.5% of revenue. •Expenses will grow on a fixed-variable basis as the occupancy ramps up and will stabilize at 1.4% of revenue in Year 3. Franchise Fees •Franchise Fees includes Royalty and Program costs paid to the brand. For the purposes of this analysis, we have projected average franchise fees for focused-service brands to be in the range of 5.5%, with an additional Central Program Marketing Fee in the range of 3.0% of Rooms Revenue. Property Operations & Maintenance •POMEC expenses in Year 1 have been projected to be $2,281 PAR. As a new build, it is expected that repairs and other similar work will be lower than the comparable properties in the early years. •As demand and occupancy levels increase POMEC expenses are projected to increase to $2,385 PAR or 4.2% of revenue by Year 3. Utilities •In Year 1, Utilities expenses have been projected to be $2,000 PAR and will increase as demand/occupancy levels increase in the following years. •By Year 4 the expenses will stabilized at 3.6% of revenue. Management Fee •A Management Fee of 3.0% of Gross Revenues has been applied over the projection period. •This Management Fees has been included to render the hotel a net carefree investment and is in line with industry averages for this type of property. PROPERTY PERFORMANCE 49 - 149 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Fixed Expenses Property Taxes •Since the subject will be newly constructed, the property’s taxes will be based on an assessment of the asset upon completion. As such, to estimate the hotel’s taxes, the historic annual property taxes for the subject’s primary regional competitors were reviewed. •In Year 1 Property Tax expenses have been projected to be at $1,600 PAR. •Going forward Property Taxes have been projected to grow by inflation. Insurance •In Year 1, the insurance expenses for the subject hotel have been based on industry norms and are expected to be about $400 PAR growing by inflation over the projection period. Reserve for Replacement •A Reserve for Asset Replacement has been included to account for the replacement of furnishings fixtures and equipment. •CBRE has included a Reserve for Asset Replacement of 4.0% of Total Revenue which is in line with industry averages and reflects typical underwriting criteria. Projected Operating Performance Summary The projected operating performance for the proposed hotel is summarized on the following pages. PROPERTY PERFORMANCE 50 - 150 - -----+-+-I'---+-+-----'-l-l--+--l-----+-+----'--1--1------+--l-LL ...... -------------1 ·--1-------t-·!--------t--+-------------1---·······--················· ···--!-----+-- CBREIHotels Pr o p o s e d P i c k e r i n g H o t e l Fo r P e r i o d B e g i n n i n g Ja n u a r y 2 0 2 5 So u r c e : C B R E H o t e l s PROPOSED PICKERING HOTEL JANUARY 1, 2025 PROPERTY PERFORMANCE Ye a r 1 Ye a r 2 Ye a r 3 Ye a r 4 Ye a r 5 Pe r i o d 20 2 5 20 2 6 20 2 7 20 2 8 20 2 9 No . o f R o o m s 12 0 12 0 12 0 12 0 12 0 Oc c u p a n c y 70 . 6 % - 72 . 4 % 1. 8 74 . 2 % 1. 8 74 . 0 % -0 . 2 74 . 2 % 0. 2 Av e r a g e D a i l y R a t e $1 6 4 . 9 6 - $1 7 1 . 5 3 4 . 0 % $1 7 6 . 6 4 3 . 0 % $1 8 1 . 9 4 3 . 0 % $1 8 5 . 5 8 2 . 0 % Re v P A R $1 1 6 . 5 3 - $1 2 4 . 2 6 6 . 6 % $1 3 1 . 1 4 5 . 5 % $1 3 4 . 7 1 2 . 7 % $1 3 7 . 7 8 2 . 3 % Av a i l a b l e R o o m s 43 , 8 0 0 - 43 , 8 0 0 0 . 0 % 43 , 8 0 0 0 . 0 % 43 , 9 2 0 0 . 3 % 43 , 8 0 0 - 0 . 3 % Oc c u p i e d R o o m s 30 , 9 4 2 - 31 , 7 3 0 2 . 5 % 32 , 5 1 8 2 . 5 % 32 , 5 1 8 0 . 0 % 32 , 5 1 8 0 . 0 % OP E R A T I N G R E V E N U E % o f S a l e s $P O R % o f S a l e s $P O R % o f S a l e s $P O R % o f S a l e s $P O R % o f S a l e s $P O R Ro o m s $5 , 1 0 4 , 2 0 8 8 2 . 7 % $ 1 6 4 . 9 6 $ 5 , 4 4 2 , 5 4 8 8 3 . 2 % $ 1 7 1 . 5 3 $ 5 , 7 4 4 , 0 2 2 8 3 . 6 % $ 1 7 6 . 6 4 $ 5 , 9 1 6 , 3 4 2 8 3 . 7 % $ 1 8 1 . 9 4 $ 6 , 0 3 4 , 6 6 9 8 3 . 7 % $ 1 8 5 . 5 8 Fo o d a n d B e v e r a g e $8 3 5 , 4 3 6 1 3 . 5 % $ 2 7 . 0 0 $ 8 5 8 , 6 5 6 1 3 . 1 % $ 2 7 . 0 6 $ 8 8 2 , 3 5 5 1 2 . 8 % $ 2 7 . 1 3 $ 9 0 0 , 0 0 2 1 2 . 7 % $ 2 7 . 6 8 $ 9 1 8 , 0 0 2 1 2 . 7 % $ 2 8 . 2 3 Oth e r O p e r a t e d D e p a r t m e n t s $1 5 4 , 7 1 0 2 . 5 % $ 5 . 0 0 $ 1 5 9 , 0 1 0 2 . 4 % $ 5 . 0 1 $ 1 6 3 , 3 9 9 2 . 4 % $ 5 . 0 2 $ 1 6 6 , 6 6 7 2 . 4 % $ 5 . 1 3 $ 1 7 0 , 0 0 0 2 . 4 % $ 5 . 2 3 Mi s c e l l a n e o u s I n c o m e $7 7 , 3 5 5 1 . 3 % $ 2 . 5 0 $ 7 9 , 7 0 6 1 . 2 % $ 2 . 5 1 $ 8 2 , 1 0 8 1 . 2 % $ 2 . 5 2 $ 8 3 , 7 5 0 1 . 2 % $ 2 . 5 8 $ 8 5 , 4 2 5 1 . 2 % $ 2 . 6 3 To t a l O p e r a t i n g R e v e n u e $6 , 1 7 1 , 7 1 0 1 0 0 . 0 % $ 1 9 9 . 4 6 $ 6 , 5 3 9 , 9 2 1 1 0 0 . 0 % $ 2 0 6 . 1 1 $ 6 , 8 7 1 , 8 8 4 1 0 0 . 0 % $ 2 1 1 . 3 2 $ 7 , 0 6 6 , 7 6 2 1 0 0 . 0 % $ 2 1 7 . 3 2 $ 7 , 2 0 8 , 0 9 7 1 0 0 . 0 % $ 2 2 1 . 6 6 DE P A R T M E N T A L E X P E N S E S Ro o m s $1 , 5 3 0 , 4 1 2 3 0 . 0 % $ 4 9 . 4 6 $ 1 , 5 8 4 , 8 7 5 2 9 . 1 % $ 4 9 . 9 5 $ 1 , 6 4 0 , 6 6 3 2 8 . 6 % $ 5 0 . 4 5 $ 1 , 6 7 3 , 4 7 7 2 8 . 3 % $ 5 1 . 4 6 $ 1 , 7 0 6 , 9 4 6 2 8 . 3 % $ 5 2 . 4 9 Fo o d a n d B e v e r a g e $7 3 8 , 4 2 4 8 8 . 4 % $ 2 3 . 8 6 $ 7 5 8 , 9 4 7 8 8 . 4 % $ 2 3 . 9 2 $ 7 7 9 , 8 9 4 8 8 . 4 % $ 2 3 . 9 8 $ 7 9 5 , 4 9 2 8 8 . 4 % $ 2 4 . 4 6 $ 8 1 1 , 4 0 2 8 8 . 4 % $ 2 4 . 9 5 Oth e r O p e r a t e d D e p a r t m e n t s $6 1 , 8 8 4 4 0 . 0 % $ 2 . 0 0 $ 6 3 , 6 0 4 4 0 . 0 % $ 2 . 0 0 $ 6 5 , 3 6 0 4 0 . 0 % $ 2 . 0 1 $ 6 6 , 6 6 7 4 0 . 0 % $ 2 . 0 5 $ 6 8 , 0 0 0 4 0 . 0 % $ 2 . 0 9 To t a l D e p a r t m e n t a l E x p e n s e s $2 , 3 3 0 , 7 2 0 3 7 . 8 % $ 7 5 . 3 3 $ 2 , 4 0 7 , 4 2 7 3 6 . 8 % $ 7 5 . 8 7 $ 2 , 4 8 5 , 9 1 7 3 6 . 2 % $ 7 6 . 4 5 $ 2 , 5 3 5 , 6 3 6 3 5 . 9 % $ 7 7 . 9 8 $ 2 , 5 8 6 , 3 4 8 3 5 . 9 % $ 7 9 . 5 4 TO T A L D E P A R T M E N T A L P R O F I T $3 , 8 4 0 , 9 9 0 6 2 . 2 % $ 1 2 4 . 1 3 $ 4 , 1 3 2 , 4 9 4 6 3 . 2 % $ 1 3 0 . 2 4 $ 4 , 3 8 5 , 9 6 6 6 3 . 8 % $ 1 3 4 . 8 8 $ 4 , 5 3 1 , 1 2 6 6 4 . 1 % $ 1 3 9 . 3 4 $ 4 , 6 2 1 , 7 4 8 6 4 . 1 % $ 1 4 2 . 1 3 UN D I S T R I B U T E D E X P E N S E S % o f S a l e s $P A R % o f S a l e s $P A R % o f S a l e s $P A R % o f S a l e s $P A R % o f S a l e s $P A R Ad m i n i s t r a t i o n a n d G e n e r a l $5 7 5 , 2 9 3 9 . 3 % $ 4 , 7 9 4 $ 5 8 9 , 7 8 8 9 . 0 % $ 4 , 9 1 5 $ 6 0 4 , 5 7 2 8 . 8 % $ 5 , 0 3 8 $ 6 1 6 , 6 6 3 8 . 7 % $ 5 , 1 3 9 $ 6 2 8 , 9 9 6 8 . 7 % $ 5 , 2 4 2 In f o r m a t i o n a n d T e l e c o m m u n i c a t i o n s S y s t e m s $9 2 , 5 7 6 1 . 5 % $ 7 7 1 $ 9 4 , 4 2 7 1 . 4 % $ 7 8 7 $ 9 6 , 3 1 6 1 . 4 % $ 8 0 3 $ 9 8 , 2 4 2 1 . 4 % $ 8 1 9 $ 1 0 0 , 2 0 7 1 . 4 % $ 8 3 5 Sa l e s a n d M a r k e t i n g $2 9 6 , 5 0 0 4 . 8 % $ 2 , 4 7 1 $ 3 0 3 , 9 7 1 4 . 6 % $ 2 , 5 3 3 $ 3 1 1 , 5 9 0 4 . 5 % $ 2 , 5 9 7 $ 3 1 7 , 8 2 2 4 . 5 % $ 2 , 6 4 9 $ 3 2 4 , 1 7 8 4 . 5 % $ 2 , 7 0 1 Fr a n c h i s e F e e s $4 3 3 , 8 5 8 8 . 5 % $ 3 , 6 1 5 $ 4 6 2 , 6 1 7 8 . 5 % $ 3 , 8 5 5 $ 4 8 8 , 2 4 2 8 . 5 % $ 4 , 0 6 9 $ 5 0 2 , 8 8 9 8 . 5 % $ 4 , 1 9 1 $ 5 1 2 , 9 4 7 8 . 5 % $ 4 , 2 7 5 Pr o p e r t y O p e r a t i o n s a n d M a i n t e n a n c e $2 7 3 , 7 5 0 4 . 4 % $ 2 , 2 8 1 $ 2 7 9 , 9 3 6 4 . 3 % $ 2 , 3 3 3 $ 2 8 6 , 2 4 4 4 . 2 % $ 2 , 3 8 5 $ 2 9 1 , 9 6 9 4 . 1 % $ 2 , 4 3 3 $ 2 9 7 , 8 0 8 4 . 1 % $ 2 , 4 8 2 Ut i l i t i e s $2 4 0 , 0 0 0 3 . 9 % $ 2 , 0 0 0 $ 2 4 5 , 4 2 3 3 . 8 % $ 2 , 0 4 5 $ 2 5 0 , 9 5 4 3 . 7 % $ 2 , 0 9 1 $ 2 5 5 , 9 7 3 3 . 6 % $ 2 , 1 3 3 $ 2 6 1 , 0 9 2 3 . 6 % $ 2 , 1 7 6 To t a l U n d i s t r i b u t e d E x p e n s e s $1 , 9 1 1 , 9 7 6 3 1 . 0 % $ 1 5 , 9 3 3 $ 1 , 9 7 6 , 1 6 2 3 0 . 2 % $ 1 6 , 4 6 8 $ 2 , 0 3 7 , 9 1 7 2 9 . 7 % $ 1 6 , 9 8 3 $ 2 , 0 8 3 , 5 5 8 2 9 . 5 % $ 1 7 , 3 6 3 $ 2 , 1 2 5 , 2 2 9 2 9 . 5 % $ 1 7 , 7 1 0 GR O S S O P E R A T I N G P R O F I T $1 , 9 2 9 , 0 1 4 3 1 . 3 % $ 1 6 , 0 7 5 $ 2 , 1 5 6 , 3 3 2 3 3 . 0 % $ 1 7 , 9 6 9 $ 2 , 3 4 8 , 0 4 9 3 4 . 2 % $ 1 9 , 5 6 7 $ 2 , 4 4 7 , 5 6 8 3 4 . 6 % $ 2 0 , 3 9 6 $ 2 , 4 9 6 , 5 1 9 3 4 . 6 % $ 2 0 , 8 0 4 Ma n a g e m e n t F e e s $1 8 5 , 1 5 1 3 . 0 % $1 9 6 , 1 9 8 3 . 0 % $2 0 6 , 1 5 7 3 . 0 % $2 1 2 , 0 0 3 3 . 0 % $2 1 6 , 2 4 3 3 . 0 % IN C O M E B E F O R E N O N - O P E R A T I N G IN C O M E A N D E X P E N S E $1 , 7 4 3 , 8 6 3 2 8 . 3 % $ 1 4 , 5 3 2 $ 1 , 9 6 0 , 1 3 5 3 0 . 0 % $ 1 6 , 3 3 4 $ 2 , 1 4 1 , 8 9 3 3 1 . 2 % $ 1 7 , 8 4 9 $ 2 , 2 3 5 , 5 6 5 3 1 . 6 % $ 1 8 , 6 3 0 $ 2 , 2 8 0 , 2 7 6 3 1 . 6 % $ 1 9 , 0 0 2 NO N - O P E R A T I N G I N C O M E A N D E X P E N S E S Pr o p e r t y a n d O t h e r T a x e s $1 9 2 , 0 0 0 3 . 1 % $ 1 , 6 0 0 $ 1 9 5 , 8 4 0 3 . 0 % $ 1 , 6 3 2 $ 1 9 9 , 7 5 7 2 . 9 % $ 1 , 6 6 5 $ 2 0 3 , 7 5 2 2 . 9 % $ 1 , 6 9 8 $ 2 0 7 , 8 2 7 2 . 9 % $ 1 , 7 3 2 In s u r a n c e $4 8 , 0 0 0 0 . 8 % $ 4 0 0 $ 4 8 , 9 6 0 0 . 7 % $ 4 0 8 $ 4 9 , 9 3 9 0 . 7 % $ 4 1 6 $ 5 0 , 9 3 8 0 . 7 % $ 4 2 4 $ 5 1 , 9 5 7 0 . 7 % $ 4 3 3 To t a l N o n - O p e r a t i n g I n c o m e a n d Ex p e n s e s $2 4 0 , 0 0 0 3 . 9 % $ 2 , 0 0 0 $ 2 4 4 , 8 0 0 3 . 7 % $ 2 , 0 4 0 $ 2 4 9 , 6 9 6 3 . 6 % $ 2 , 0 8 1 $ 2 5 4 , 6 9 0 3 . 6 % $ 2 , 1 2 2 $ 2 5 9 , 7 8 4 3 . 6 % $ 2 , 1 6 5 EB I T D A $1 , 5 0 3 , 8 6 3 2 4 . 4 % $ 1 2 , 5 3 2 $ 1 , 7 1 5 , 3 3 5 2 6 . 2 % $ 1 4 , 2 9 4 $ 1 , 8 9 2 , 1 9 7 2 7 . 5 % $ 1 5 , 7 6 8 $ 1 , 9 8 0 , 8 7 5 2 8 . 0 % $ 1 6 , 5 0 7 $ 2 , 0 2 0 , 4 9 3 2 8 . 0 % $ 1 6 , 8 3 7 Re p l a c e m e n t R e s e r v e $2 4 6 , 8 6 8 4 . 0 % $ 2 , 0 5 7 $ 2 6 1 , 5 9 7 4 . 0 % $ 2 , 1 8 0 $ 2 7 4 , 8 7 5 4 . 0 % $ 2 , 2 9 1 $ 2 8 2 , 6 7 0 4 . 0 % $ 2 , 3 5 6 $ 2 8 8 , 3 2 4 4 . 0 % $ 2 , 4 0 3 EB I T D A a f t e r R e p l a c e m e n t R e s e r v e $1 , 2 5 6 , 9 9 4 2 0 . 4 % $ 1 0 , 4 7 5 $ 1 , 4 5 3 , 7 3 8 2 2 . 2 % $ 1 2 , 1 1 4 $ 1 , 6 1 7 , 3 2 1 2 3 . 5 % $ 1 3 , 4 7 8 $ 1 , 6 9 8 , 2 0 5 2 4 . 0 % $ 1 4 , 1 5 2 $ 1 , 7 3 2 , 1 6 9 2 4 . 0 % $ 1 4 , 4 3 5 51 - 151 - IMPLICATIONS - 152 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 IMPLICATIONS Investment Analysis The purpose and intended use of this report is to determine the level of market and economic support for potential hotel development in Pickering, Ontario. This report is for public consumption and may be distributed by the City of Pickering to interested parties. The intended use of the report is to assist the Client, in attracting potential hotel/accommodation investment. As the conclusions offered in this report are preliminary in nature and are subject to change should a specific site and hotel development program be identified; the report cannot be relied upon, by any person or entity other than the Client, without the express prior written consent of CBRE, and the individual(s) who authored the Advisory Report. The conclusions offered in this report may be subject to change should the branding or facility program be altered. Further, the discussion of project viability, including the level of investment which could be supported, should not be construed as an opinion of market value. This could only be determined with the completion of a full AACI/CUSPAP compliant appraisal. We have utilized the Discounted Cash Flow (DCF) methodology in order to quantify the level of investment that could be reasonably supported based on the operating projections for the potential hotel as presented in this report. The basic premise of the Discounted Cash Flow Method is that the market value is equal to the present value of future cash flows forecasted over an investment horizon, together with the proceeds of a deemed disposition at the end of the holding period. In this analysis, a terminal capitalization rate of 7.00% has been applied against the projected sixth year net operating income is capitalized to determine the estimated future value (reversionary value). A discount rate of 8.50% has been utilized to present value the projected net income. The subject property’s value using the Discounted Cash Flow Method is summarized below: IMPLICATIONS 53 - 153 - PROPOSED PICKERING HOTEL JANUARY 1, 2025 DISCOUNTED CASH FLOW ANALYSIS Proposed Pickering Hotel Rooms: 120 DCF Scenario: 5 yr Discounted Annually Year Cash Flow 7.50% 8.00% 8.50% 9.00% 9.50% 1 $1,256,994 $1,169,297 $1,163,884 $1,158,520 $1,153,206 $1,147,940 2 $1,453,738 $1,257,967 $1,246,346 $1,234,885 $1,223,582 $1,212,433 3 $1,617,321 $1,301,880 $1,283,882 $1,266,214 $1,248,869 $1,231,839 4 $1,698,205 $1,271,616 $1,248,231 $1,225,381 $1,203,051 $1,181,227 5 $1,732,169 $1,206,557 $1,178,885 $1,151,971 $1,125,791 $1,100,321 6 yr $1,766,812 Reversion rate: 7.00% $25,240,172 $17,581,260 $17,178,037 $16,785,861 $16,404,380 $16,033,255 Plus Cashflow $6,207,317 $6,121,227 $6,036,971 $5,954,498 $5,873,761 Total Present Value $23,788,577 $23,299,264 $22,822,832 $22,358,878 $21,907,017 Present Value Per Room $198,238 $194,161 $190,190 $186,324 $182,558 RESALE - CAP RATE MATRIX Proposed Pickering Hotel CBREIHotels Net Proceeds PV @ PV @ PV @ PV @ PV @ For the Cap Rates From Sale 7.50% 8.00% 8.50% 9.00% 9.50% 6.75% $26,174,993 $24,439,734 $23,935,488 $23,444,530 $22,966,448 $22,500,841 7.00% $25,240,172 $23,788,577 $23,299,264 $22,822,832 $22,358,878 $21,907,017 7.25% $24,369,821 $23,182,326 $22,706,918 $22,244,009 $21,793,210 $21,354,146 Source: CBRE Hotels Accordingly, the detailed DCF calculations indicate that the proposed focus-service branded hotel could support a total investment in the range of $22,800,000 (rounded) or $190,000 (rounded) per room under traditional debt/equity financing and normalized return on investment expectations. At an estimated GFA of 69,115 SF or 576 SF per room, the proposed hotel could support an overall investment of approximately $330 per SF, which is slightly below expected capital costs for a project of this nature. As a point of reference, residential condominium developments are typically in the range of $400 to $500 per SF in the GTA. Since residential condominium construction requires higher-end finishes (i.e., full kitchens, etc.) than a hotel product, we would expect that construction costs for the subject development to be somewhat lower – potentially in the range of $350 to $400 per SF, equating to $200,000 to $230,000 per room. In order to bridge the investment gap, are number of options could be considered, such as: • The City of Pickering providing the land for hotel development at no cost to the developer; • Constructing the hotel as part of the proposed residential development, with one podium, shared elevators and parking facilities; and/or • Providing hotel underground parking at no cost to the developer. The “Supportable Value off Cashflow” of $23 million may be slightly below the level of investment required to construct the hotel. However, with potential incentives to attract a hotel developer, the proposed hotel development would likely meet both the profitability and return expectations based on traditional investment parameters that typical investor and lenders would be seeking. IMPLICATIONS 54 - 154 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 This discussion of project viability, including the level of investment which could be supported, should not be construed as an opinion of market value. This could only be determined with the completion of a full AACI/CUSPAP compliant appraisal. IMPLICATIONS 55 - 155 - APPENDIX A - 156 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 ASSUMPTIONS AND LIMITING CONDITIONS 1. CBRE Limited. through its appraiser (collectively, “CBRE”) has inspected through reasonable observation the subject property. However, it is not possible or reasonably practicable to personally inspect conditions beneath the soil and the entire interior and exterior of the improvements on the subject property. Therefore, no representation is made as to such matters. 2. The report, including its conclusions and any portion of such report (the “Report”), is as of the date set forth in the letter of transmittal and based upon the information, market, economic, and property conditions and projected levels of operation existing as of such date. The dollar amount of any conclusion as to value in the Report is based upon the purchasing power of the Canadian Dollar on such date. The Report is subject to change as a result of fluctuations in any of the foregoing. CBRE has no obligation to revise the Report to reflect any such fluctuations or other events or conditions which occur subsequent to such date. 3. Unless otherwise expressly noted in the Report, CBRE has assumed that: (i) Title to the subject property is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value. CBRE has not examined title records (including without limitation liens, encumbrances, easements, deed restrictions, and other conditions that may affect the title or use of the subject property) and makes no representations regarding title or its limitations on the use of the subject property. Insurance against financial loss that may arise out of defects in title should be sought from a qualified title insurance company. (ii) Existing improvements on the subject property conform to applicable local, provincial, and national federal building codes and ordinances, are structurally sound and seismically safe, and have been built and repaired in a workmanlike manner according to standard practices; all building systems (mechanical/electrical, HVAC, elevator, plumbing, etc.) are in good working order with no major deferred maintenance or repair required; and the roof and exterior are in good condition and free from intrusion by the elements. CBRE has not retained independent structural, mechanical, electrical, or civil engineers in connection with this appraisal and, therefore, makes no representations relative to the condition of improvements. CBRE appraisers are not engineers and are not qualified to judge matters of an engineering nature, and furthermore structural problems or building system problems may not be visible. It is expressly assumed that any purchaser would, as a precondition to closing a sale, obtain a satisfactory engineering report relative to the structural integrity of the property and the integrity of building systems. (iii) Any proposed improvements, on or off-site, as well as any alterations or repairs considered will be completed in a workmanlike manner according to standard practices. (iv) Hazardous materials are not present on the subject property. CBRE is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater, mold, or other potentially hazardous materials may affect the value of the property. (v) No mineral deposit or subsurface rights of value exist with respect to the subject property, whether gas, liquid, or solid, and no air or development rights of value may be transferred. CBRE has not considered any rights associated with extraction or exploration of any resources, unless otherwise expressly noted in the Report. (vi) There are no contemplated public initiatives, governmental development controls, rent controls, or changes in the present zoning ordinances or regulations governing use, density, or shape that would significantly affect the value of the subject property. (vii) All required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, provincial, nor national government or private entity or organization have been or can be readily obtained or renewed for any use on which the Report is based. (viii) The subject property is managed and operated in a prudent and competent manner, neither inefficiently or super- efficiently. (ix) The subject property and its use, management, and operation are in full compliance with all applicable federal, provincial, and local regulations, laws, and restrictions, including without limitation environmental laws, seismic hazards, flight patterns, decibel levels/noise envelopes, fire hazards, hillside ordinances, density, allowable uses, building codes, permits, and licenses. A1 - 157 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 (x)The subject property is in full compliance with the Disabilities Act of the province. CBRE is not qualified to assess the subject property’s compliance with the Province’s Disabilities Act, notwithstanding any discussion of possible readily achievable barrier removal construction items in the Report. (xi)All information regarding the areas and dimensions of the subject property furnished to CBRE are correct, and no encroachments exist. CBRE has neither undertaken any survey of the boundaries of the subject property nor reviewed or confirmed the accuracy of any legal description of the subject property. Unless otherwise expressly noted in the Report, no issues regarding the foregoing were brought to CBRE’s attention, and CBRE has no knowledge of any such facts affecting the subject property. If any information inconsistent with any of the foregoing assumptions is discovered, such information could have a substantial negative impact on the Report. Accordingly, if any such information is subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. CBRE assumes no responsibility for any conditions regarding the foregoing, or for any expertise or knowledge required to discover them. Any user of the Report is urged to retain an expert in the applicable field(s) for information regarding such conditions. 4.CBRE has assumed that all documents, data and information furnished by or behalf of the client, property owner, or owner’s representative are accurate and correct, unless otherwise expressly noted in the Report. Such data and information include, without limitation, numerical street addresses, lot and block numbers, Assessor’s Parcel Numbers, land dimensions, square footage area of the land, dimensions of the improvements, gross building areas, net rentable areas, usable areas, unit count, room count, rent schedules, income data, historical operating expenses, budgets, and related data. Any error in any of the above could have a substantial impact on the Report. Accordingly, if any such errors are subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. The client and intended user should carefully review all assumptions, data, relevant calculations, and conclusions of the Report and should immediately notify CBRE of any questions or errors within 30 days after the date of delivery of the Report. 5.CBRE assumes no responsibility (including any obligation to procure the same) for any documents, data or information not provided to CBRE, including without limitation any termite inspection, survey or occupancy permit. 6.All furnishings, equipment and business operations have been disregarded with only real property being considered in the Report, except as otherwise expressly stated and typically considered part of real property. 7.Any cash flows included in the analysis are forecasts of estimated future operating characteristics based upon the information and assumptions contained within the Report. Any projections of income, expenses and economic conditions utilized in the Report, including such cash flows, should be considered as only estimates of the expectations of future income and expenses as of the date of the Report and not predictions of the future. Actual results are affected by a number of factors outside the control of CBRE, including without limitation fluctuating economic, market, and property conditions. Actual results may ultimately differ from these projections, and CBRE does not warrant any such projections. 8.The Report contains professional opinions and is expressly not intended to serve as any warranty, assurance or guarantee of any particular value of the subject property. Other appraisers may reach different conclusions as to the value of the subject property. Furthermore, market value is highly related to exposure time, promotion effort, terms, motivation, and conclusions surrounding the offering of the subject property. The Report is for the sole purpose of providing the intended user with CBRE’s independent professional opinion of the value of the subject property as of the date of the Report. Accordingly, CBRE shall not be liable for any losses that arise from any investment or lending decisions based upon the Report that the client, intended user, or any buyer, seller, investor, or lending institution may undertake related to the subject property, and CBRE has not been compensated to assume any of these risks. Nothing contained in the Report shall be construed as any direct or indirect recommendation of CBRE to buy, sell, hold, or finance the subject property. 9.No opinion is expressed on matters which may require legal expertise or specialized investigation or knowledge beyond that customarily employed by real estate appraisers. Any user of the Report is advised to retain experts in areas that fall outside the scope of the real estate appraisal profession for such matters. 10.CBRE assumes no responsibility for any costs or consequences arising due to the need, or the lack of need, for flood hazard insurance. 11.Acceptance or use of the Report constitutes full acceptance of these Assumptions and Limiting Conditions and any special assumptions set forth in the Report. It is the responsibility of the user of the Report to read in full, comprehend and thus become aware of all such assumptions and limiting conditions. CBRE assumes no responsibility for any situation arising out of the user’s failure to become familiar with and understand the same. A2 - 158 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 12. The Report applies to the property as a whole only, and any pro ration or division of the title into fractional interests will invalidate such conclusions, unless the Report expressly assumes such pro ration or division of interests. 13. The allocations of the total value estimate in the Report between land and improvements apply only to the existing use of the subject property. The allocations of values for each of the land and improvements are not intended to be used with any other property or appraisal and are not valid for any such use. 14. The maps, plats, sketches, graphs, photographs, and exhibits included in this Report are for illustration purposes only and shall be utilized only to assist in visualizing matters discussed in the Report. No such items shall be removed, reproduced, or used apart from the Report. 15. The Report shall not be duplicated or provided to any unintended users in whole or in part without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Exempt from this restriction is duplication for the internal use of the intended user and its attorneys, accountants, or advisors for the sole benefit of the intended user. Also exempt from this restriction is transmission of the Report pursuant to any requirement of any court, governmental authority, or regulatory agency having jurisdiction over the intended user, provided that the Report and its contents shall not be published, in whole or in part, in any public document without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Finally, the Report shall not be made available to the public or otherwise used in any offering of the property or any security, as defined by applicable law. Any unintended user who may possess the Report is advised that it shall not rely upon the Report or its conclusions and that it should rely on its own appraisers, advisors and other consultants for any decision in connection with the subject property. CBRE shall have no liability or responsibility to any such unintended user. Important Warning -Material Valuation Uncertainty from Novel Coronavirus The outbreak of the Novel Coronavirus (COVID-19), declared by the World Health Organization as a “Global Pandemic” on the 11th March 2020, has been causing heightened uncertainty in both local and global market conditions. Initially the global financial markets saw steep declines largely on the back of the pandemic over concerns of trade disruptions and falling demand. What was and continues to be a more significant impact for the hospitality and tourism sector is that many countries globally have implemented strict travel restrictions, a range of quarantine or proof of vaccination and “social distancing” measures. Market activity is being impacted in most sectors. As at the valuation date, we consider that we can attach less weight to previous market evidence for comparison purposes, to inform opinions of value. Indeed, the current response to COVID-19 means that we are faced with an unprecedented set of circumstances on which to base a judgement. Our valuation(s) is / are therefore reported on the basis of ‘material valuation uncertainty’. Consequently, less certainty – and a higher degree of caution – should be attached to our valuation than would normally be the case. Values may change more rapidly and significantly than during standard market conditions. Given the unknown future impact that COVID-19 might have on the real estate market, we recommend that you keep the valuation of the subject under frequent review. The uncertainty around COVID-19 is having a direct impact on the real estate market. The full scale of the impact is currently unknown and will largely depend on both the scale and longevity of the pandemic. Our valuation is based on the information available to us at the date of valuation. Whilst we have taken all reasonable steps to estimate the effect on the property, due to the significant uncertainty in the property, capital markets and the rapid unfolding of these events, it is difficult to quantify and assess the impact that the pandemic has had on capital values for this type of property. Caution is advised when relying on this valuation. A3 - 159 - APPENDIX B - 160 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 DEPARTMENTAL REVENUES AND EXPENSES DETAIL Room Departmental Expenses 2025 2025 Ye ar 1 Rooms Occupancy (%) Average Daily Rate ($) Total Occupied Room Nights Total Room Revenues ($) Management/Supervisory Staff Manager Front Desk Management Housekeeping Supervision Total MGT/Supervisory Housekeeping Rooms per Shift Hourly Rate Cost of Housekeepers- Year One Laundry Shifts per Day Hourly Rate Cost of Laundry- Year One Bellman/Concierge Shifts per Day Hourly Rate Cost of Bellman/Concierge- Year One Front Desk Shifts per Day Hourly Rate Cost of Front Desk Staff Night Audit Shifts per Day Hourly Rate Cost of Front Desk Staff Other Staffing Cost Shifts per Day Hourly Rate Other Staffing Cost Total Rooms Department Labour Costs Rooms Dept Labour Cost Add Payroll Costs & Benefits Total Rooms Department Payroll & Benefits Other Rooms Department Expenses T.A. Commissions (% of Room Rev) Reservation Fees (% of Room Rev) Laundry/Linen/Guest Supplies ($ORN) Complimentary Food ($ORN) Other Rooms Dept Cost Total Rooms Other Expenses 120 71% $164.96 30,942 $5,104,208 # of Staff Salary 1.0 $70,000 1.0 $50,000 1.0 $40,000 3.0 $160,000 16.0 $21.00 $324,892 2.0 $18.00 $105,120 0.0 $0.00 $0 2.0 $22.00 $128,480 1.0 $25.00 $73,000 1.0 $16.00 $46,720 $838,212 25.0% $209,553 $1,047,765 3.0% $153,126 1.0% $51,042 $0.00 $0 $0.00 $0 $9.00 $278,479 $482,647 Total Rooms Department Expenses $1,530,412 Total Expenses % of Revenue $ORN Labour Other Total 20.5% $33.86 9.5% $15.60 30.0% $49.46 Source: CBRE Hotels B1 - 161 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Food and Beverage Departmental Projections Year 1 SEATS SQ.FT. $/SEAT $/SQ.FT. $ORN REVENUES HOTEL RESTAURANTS/LOUNGES All Day Restaurant 75 1,875 $6,188 $248 $15.00 $464,131 TOTAL HOTEL RESTAURANTS/LOUNGES 75 1,875 $6,188 $248 $15.00 $464,131 BANQUETING F&B REVENUE 300 4,500 $825 $55 $8.00 $247,537 MEETING ROOM RENTALS $309 $21 $3.00 $92,826 AV RENTAL/SERVICE CHARGES $103 $7 $1.00 $30,942 TOTAL BANQUETING REVENUE $1,238 $83 $12 $371,305 ROOM SERVICE/OTHER $0.00 $0 TOTAL FOOD & BEVERAGE REVENUE 375 6,375 $2,228 $131 $27.00 $835,436 COSTS OF GOODS SOLD % $ORN EXPENSES HOTEL RESTAURANTS/LOUNGES 28.0% 4.2 $129,957 BANQUETING 24.0% $2.88 $89,113 ROOM SERVICE/OTHER 0.0% $0.00 $0 TOTAL COSTS OF GOODS SOLD 26.2% $7.08 $219,070 PAYROLL & BENEFITS % $ORN EXPENSES MANAGEMENT 18.0% # Mgmt Staff 2 $4.85 $150,000 HOTEL RESTAURANTS/LOUNGES 18.0% $2.70 $83,544 BANQUETING 13.0% $1.56 $48,270 ROOM SERVICE/OTHER 0.0% $0.00 $0 KITCHEN 12.0% $3.24 $100,252 BENEFITS 25.0% $3.09 $95,516 TOTAL PAYROLL & BENEFITS 57.2% $15.43 $477,582 GENERAL OPERATING EXPENSES 5.0% $1.35 $41,772 TOTAL OPERATING EXPENSES 88.4% $23.86 $738,424 NET DEPARTMENTAL PROFIT 11.6% $3.14 $97,012 Source: CBRE Hotels Proposed Pickering Hotel OTHER OPERATED DEPARTMENTS / RENTALS AND OTHER INCOME Year 1 OTHER OPERATED DEPARTMENTS $ORN Revenue Expense TOTAL Revenue Expense Departmental Ratio Other $5.00 $2.00 $154,710 $61,884 40.0% Total Other Operated Departments $5 $2 $154,710 $61,884 40.0% Miscellaneous Income (Net) $ORN Inc ome TOTAL Inc ome Other Income $2.50 $77,355 Total Miscellaneous Income $3 $77,355 Source: CBRE Hotels B2 - 162 - CBREIHotels PROPOSED PICKERING HOTEL JANUARY 1, 2025 Undistributed Expenses Proposed Pickering Hotel Administratve & General Year 1 2025 Payroll Costs Total/Per Room Benefits Total Payroll Costs Other A&G Expenses Credit Card Commissions (% of Gross Revenue) Other A&G Costs Total Other A&G Costs Total Administrative & General % of Gross Revenue PAR $2,167 25.0% $2,708 2.5% $800 $2,086 $4,794 9.3% Total $260,000 $65,000 $325,000 $154,293 $96,000 $250,293 $575,293 Information Technology Systems Payroll Costs Total/Per Room Benefits Total Payroll Costs Other IT Expenses System Expenses (% of Gross Revenue) Other IT Costs Total Other IT Costs Total IT % of Gross Revenue $0 0.0% $0 1.5% $0 $771 $771 1.5% $0 $0 $0 $92,576 $0 $92,576 $92,576 Sales & Marketing (Excl Franchise Fees) Payroll Costs Total/Per Room Benefits Total Payroll Costs Other Marketing Expenses General Marketing Costs Total Sales & Marketing % of Gross Revenue Franchise Fees Franchise Royalty Fee (% of Rooms Revenue) Loyalty Program/Affiliation Fee (% Rooms Revenue) Central Marketing Fee (% of Rooms Revenue) $1,417 25.0% $700 $2,471 4.8% 5.5% 0.0% 3.0% $170,000 $42,500 $212,500 $84,000 $296,500 $280,731 $0 $153,126 Property Operations & Maintenance Payroll Costs Total/Per Room Benefits Total Payroll Costs Total Other Maintenance Costs Total Property Operations & Maintenance % of Gross Revenue $625 25.0% $1,500 $2,281 4.4% $75,000 $18,750 $93,750 $180,000 $273,750 Utilities Total Utilities % of Gross Revenue Other Expenses Rent (only if applicable) Property Taxes Insurance Subtotal Management Fee (% of Gross Revenue) Incentive Management Fee - Optional (% Gross Revenue) Reserve for Asset Replacement (% of Gross Revenue) $2,000 3.9% $0 $1,600 $400 $2,000 3.0% 0.0% 4.0% $240,000 $0 $192,000 $48,000 $185,151 $0 $246,868 Source: CBRE Hotels B3 - 163 - CBRE CBRE VALUATION & ADVISORY SERVICES FRAN HOHOL, CMC Senior Director CBRE Hotels Valuation & Advisory Services (647) 943-3743 fran.hohol@cbre.com www.cbre.com/vas - 164 - Pl(KERJNG Report to Council Report Number: CAO 07-22 Date: May 24, 2022 From: Fiaz Jadoon Director, Economic Development & Strategic Projects Subject: Employment Land Strategy Review -File: A-1440 Recommendation: 1.It is recommended that the Employment Land Strategy Slide Deck as submitted by Dillon Consulting Limited and Lorius and Associates, set out in Attachment 1 of this report, be received for information. Executive Summary: In 2021, Economic Development & Strategic Projects and City Development staff retained Dillon Consulting Limited and Lorius and Associates to conduct a land use review of employment lands across the City of Pickering with a focus on Seaton Employment Lands, also referred to as the Innovation Corridor. The purpose of the study was to report on key findings associated with employment-related growth management issues and opportunities for the City of Pickering. The study included stakeholder consultations with the Region of Durham, Ministry of Municipal Affairs and Housing, and the Seaton Landowners Group. The policies of the Central Pickering Development Plan (CPDP) indicate that the goals, objectives, policies and accompanying schedules shall be reviewed every five years. The CPDP was last amended in 2012, which did not examine or revise land uses for the employment areas. Financial Implications: Not applicable to this report. Discussion: Dillon Consulting Limited and Lorius and Associates have been retained by the City to undertake a study to review and assess constraints and opportunities for future employment growth on designated employment lands throughout the City, and in Seaton particularly. The purpose of the report is to review current employment area zoning and policies and to recommend changes, as necessary. The report includes the following scope of work: •Builds upon the findings and recommendations of past studies completed by the City for the Seaton Lands; •Considers the findings and recommendations of the Region’s recently completed Employment Lands Strategy; - 165 - CAO 07-22 May 24, 2022 Subject: Employment Land Strategy Review Page 2 •Assesses employment in the broadest context at the local level through a policy review and land supply analysis; •Examines current and evolving employment trends; •Assesses the capacity for the City to accommodate future employment growth; and, •Recommends key policy and regulatory changes to be considered as part of the local Official Plan amendment process and implementing zoning by-law in order to best position the City for long-term economic success. The policies of the CPDP indicate that the goals, objectives, policies and accompanying schedules shall be reviewed every five years by the Minister of Municipal Affairs and Housing. The purpose of the review is to assess the relevance and currency of the plan, including the scope of coverage of the Development Planning Area, in light of the changing market, demographic, social, environmental and economic conditions within Central Pickering. The last CPDP amendment was nearly ten years ago and it did not examine land uses for the Employment Lands. The amendment, among other matters, sought to clarify the population and employment forecasts in the Central Pickering Development Plan and the intent that these forecasts are to be used for the purposes of planning to 2031. Working collaboratively, staff from Economic Development & Strategic Projects and City Development will bring forward a recommendation report in June 2022 that will outline the next steps for the City to request the various levels of government to act on recommendations that provide the City with the tools to attract end-users and jobs to the Pickering Innovation Corridor. Attachments: 1.Employment Land Strategy Slide Deck Prepared By: Approved/Endorsed By: Original Signed By: Laraib Arshad Senior Economic Development Officer Original Signed By: Fiaz Jadoon, Ec.D., CEcD, MPM Director, Economic Development & Strategic Projects LA:la - 166 - i CAO 07-22 May 24, 2022 Subject: Employment Land Strategy Review Page 3 Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original Signed By: - 167 - Council Meeting May 24, 2022 City of Pickering Employment Land Strategy Review/ Update Attachment #1 to Report CAO 07-22 - 168 - Context and Project Purpose 2 | City of Pickering Employment Land Use StudyMay 2022 Central Pickering Development Plan (CPDP) •Provincial Growth Plan forecasts significant employment growth for Durham Region to 2051 (460,000 jobs) •Pickering expected to play an important role in achieving the forecast, especially the Seaton Employment Area •Central Pickering Development Plan (2012) establishes the vision for employment growth - 169 - Context and Project Purpose 3 | City of Pickering Employment Land Use StudyMay 2022 Central Pickering Development Plan (CPDP) •Changes to the economic, market and policy context raises questions about the current approach •Purpose of the project is to review employment land policies to ensure continued economic success •Process included consultation with the Region, Province and landowners group to present preliminary findings and discuss options for moving forward - 170 - 4 | City of Pickering Employment Land Use StudyMay 2022 Vision for the Seaton Employment Area •Initially established in the 2007 Economic Development Study (Hemson Consulting Ltd.) •Major industries expected to include: automotive, advanced manufacturing, information technology and ‘accessory’ types of manufacturing, warehousing and assembly •Market prospects for major warehouse distribution uses were considered to be quite limited at the time •Led to specific job targets in the CPDP informed by broader regional goal to generate 1 for every 2 residents required •Policy objective requires focus on high-yielding Prestige Employment uses, particularly major offices - 171 - Key Economic and Development Trends •COVID-19 has accelerated many of the factors driving demand for employment area land, especially warehousing and distribution •New buildings are much larger and space-efficient, typically with fewer employees than in the past –but this is not always the case (new Amazon fulfilment centres at 50-60 jobs per net ha) •Outlook for manufacturing has also improved, driven by a desire to “bring supply chains home” –but likely with fewer employees and more robots relative to the past 5 | City of Pickering Employment Land Use StudyMay 2022 - 172 - Key Economic and Development Trends •Shifting major office market –demand likely to shift towards mixed-use environments (Major Transit Station Areas, Urban Growth Centres, etc.) •While limited in the past, there are signs of the industrial market accelerating in the GTA East, including the Region of Durham and Seaton Employment Area •Momentum also building in the Technology-related and Creative Sectors 6 | City of Pickering Employment Land Use StudyMay 2022 - 173 - Regional Growth Management Strategy and Employment Lands Strategy •Growth Plan forecasts envision a significant acceleration of growth to 2051, approximately double the historic growth rate •Regional Growth Management Strategy (GMS) work indicates a need for approximately 1,200 ha of additional employment area lands to 2051 •The entire supply of employment lands in the City is required to accommodate projected growth, including both the occupied and vacant land 7 | City of Pickering Employment Land Use StudyMay 2022 - 174 - Regional Growth Management Strategy and Employment Lands Strategy •General expectation is for the Seaton lands to develop at the densities required by current planning instruments (over 70 jobs per net ha overall) which is much higher than average •While the future is unknown, the general expectation is for more space per worker (i.e. lower densities) and a more dispersed pattern of smaller offices or co-working space in mixed use, transit-accessible urban locations •If the Seaton lands are unable to achieve the employment densities envisioned in the current planning instruments there would be implications for the broader Regional Municipal Comprehensive Review/ Growth Management Strategy and Growth Plan conformity 8 | City of Pickering Employment Land Use StudyMay 2022 - 175 - Challenges and Opportunities •Vision for the Seaton Employment Area is largely Unchanged Since Inception in 2007 •The Market has shifted, especially through the COVID pandemic •Maintaining economic competitiveness remains a Provincial planning priority •It may be prudent to consider a somewhat wider range of uses to better reflect current conditions •Evolving market and policy context suggests the need for an updated approach 9 | City of Pickering Employment Land Use StudyMay 2022 - 176 - Three Potential Options for Consideration Review and Update theCPDP Request a Minister’s Zoning Order for the Seaton Employment Lands Establish a Flexible Target-Based Approach By Amending the City’s Official Plan - 177 - Implement a Hybrid of Options 1 & 3 11 | City of Pickering Employment Land Use StudyMay 2022 Review and Update the CPDP Establish a Flexible Target-Based Approach By Amending the City’s Official Plan - 178 - Next Steps •Report to be finalized based on Council input and direction and provided at June 27th meeting •Working collaboratively, staff from Economic Development & Strategic Projects and City Development will bring forward a recommendation report in June 2022 that will outline the next steps for the City to request the various levels of government to act on the necessary steps that provide the City with the tools in attracting end-users and jobs to the Pickering Innovation Corridor 12 | City of Pickering Employment Land Use StudyMay 2022 - 179 - Report to Council Report Number: CAO 08-22 Date: May 24, 2022 From: Marisa Carpino Chief Administrative Officer Subject: Approval of Powerfully Informed initiative of the Pickering Anti-Black Racism Taskforce -File: A-1440 Recommendation: 1.That Council approve the Pickering Anti-Black Racism Taskforce (PABRT) led initiative, Powerfully Informed, per ADM 040 Boards and Advisory Committees of Council Policy; 2.That Council authorize staff to issue a park permit for the use of Esplanade Park by the PABRT, per CUL 070 Community Festivals and Events Policy, for Powerfully Informed events on June 16, 2022 and July 25, 2022 for the purpose of hosting information sessions, subject to terms and conditions satisfactory to the Division Head, Public Affairs & Corporate Communications and the Chief Administrative Officer; and, 3.That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: The Boards and Advisory Committees of Council Policy (ADM 040) requires that the Pickering Anti-Black Racism Taskforce (PABRT) seek Council approval to hold public events. As per section 16.07 of ADM 040, Report CAO 08-22 includes event details on upcoming PABRT led initiatives including budget, number of staff required, name of event, date, and purpose of event. Additionally, the Community Festivals and Events Policy (CUL 070) outlines the criteria, guidelines and processes by which requests to host events in City parks are received and considered for approval. As per section 04.01 of CUL 070, as a “Signature Park”, community event requests for Esplanade Park must be approved by Council. The purpose of this report is to seek Council’s endorsement of the PABRT’s proposed Powerfully Informed initiative with events taking place on June 16, July 25, August 4, and September 29 of 2022, and further authorize staff to issue permits for the use of Esplanade Park for the first two of these events. The permit dates will allow for park setup, operations and clean-up by the applicant. Financial Implications: The PABRT members are responsible for coordinating and operating all aspects of its events including marketing, event organization and operation, setup, and cleanup according to the terms and conditions set out by the City of Pickering. The PABRT is also responsible for all costs associated with application fees including permit fees, - 180 - CAO 08-22 May 24, 2022 Subject: Approval of Powerfully Informed initiative of the Pickering Anti-Black Racism Taskforce facility rentals, etc., and any additional costs associated with security as required by the City. The PABRT has a Council-approved budget of $25,000 in the City’s 2022 Current Budget, $10,000 of which has been budgeted to cover expenditures related to the Powerfully Informed Initiative. Discussion: As per section 16.07 of the Boards and Advisory Committees of Council Policy (ADM 040), committees are required to “seek Council approval to hold an event and each request to Council must include the complete details of the event (e.g., budget, number of staff required, name of event, date, and purpose of event).” The policy also requires that the proposed event is in accordance with the Terms of Reference and mandate of the group. As per section 04.01 of CUL 070 Community Festivals and Events Policy, community event requests for Esplanade Park must be approved by Council. Section 06.03 further states that community events must provide a meaningful benefit to the community. As such, staff have prepared this report to provide relevant details around the PABRT’s proposed Powerfully Informed initiative in order to secure Council approval, and proceed with its timely development and execution. City of Pickering staff from applicable departments support the events, in principle, subject to various event/festival requirements being met by the applicant during the event planning process. The requirements include, but are not limited to the following: •Proof of liability insurance. •Rentals of event equipment and supplies. •Durham Health Community Special Events Form for Event Coordinators/Organizers. •Locates completed for all staked equipment. •Rental of all required portable restroom and hand-washing stations (if applicable). •Submission of site plan and emergency response plan. •Adherence to the City’s Emergency Weather Standard Operating Procedure. •Hiring of site security and police officers to monitor event operations (if applicable). Description and Purpose: “Powerfully Informed” is an initiative led by the PABRT that aims to support awareness, education and engagement around the upcoming municipal elections, and promote civic engagement among Black residents more broadly. Specifically, it aims to: articulate community priorities among Black residents of Pickering; educate and inform community members about civic engagement; establish a platform for engaging with City leaders; and, provide an online knowledge hub to support education and promote civic engagement. The initiative will be developed and implemented by all PABRT members in collaboration with relevant City staff and community partners and take place throughout the remainder of 2022. It will occur through multiple phases including: Page 2 - 181 - CAO 08-22 May 24, 2022 Subject: Approval of Powerfully Informed initiative of the Pickering Anti-Black Racism Taskforce •Phase 1: Identifying Our Community Priorities (April-May): A survey will be disseminated amongst the PABRT members to identify issues of concern, priorities and proposed actions as it relates to anti-Black racism in multiple sectors in the community (e.g., health, education, employment, criminal justice, etc.). The survey results will be synthesized and disseminated as a brief report. •Phase 2: Engaging Our People (June-August): The PABRT will host three information sessions with Pickering residents and other community partners. Each session will feature a guest facilitator. Information sessions will focus on the following topics: 1.The Voting Imperative (June 16, Esplanade Park). 2.The Power of Participatory Politics (July 20, 2022, Esplanade Park). 3.The Will to Run (August 4, 2022, George Ashe Community Centre). •Phase 3: Connecting with Our Leaders (September 29, 2022): The PABRT will host a roundtable, dinner or panel discussion with community leaders to discuss community priorities. Community discussions will be guided by moderators. A final report will be produced and disseminated at the event. •Phase 4: Establishing Our Knowledge Hub (September 2022): An online knowledge hub to store and share information from Phases 1-3 will be produced and published. This tool will serve to promote civic engagement and participation in support of the 2022 Municipal Elections and beyond. Event Summary: The following table presents a breakdown of events relating to Phase 2 and Phase 3 of the Powerfully Informed Initiative along with budget details. Date, Time, Location Budget Details Amount Information Session 1 June 16, 2022, 6-8 pm Esplanade Park Facilitators, vendors, permit fees, rentals, graphic designer, printing costs, marketing and promotions, food/drinks, event supplies. $2,500 Information Session 2 July 20, 2022, 6-8 pm Esplanade Park Facilitators, vendors, permit fees, rentals, graphic designer, printing costs, marketing and promotions, food/drinks, event supplies. $2,500 Information Session 3 August 4, 2022, 6-8 pm George Ashe Community Centre (permit pending) Facilitators, vendors, permit fees, equipment rentals, printing costs, marketing and promotions. $2,000 Roundtable/Town Hall September 29, 2022, 6-8 pm George Ashe Community Centre (permit pending) Facilitators, vendors, permit fees, equipment rentals, food/drinks, event supplies, design and printing costs, marketing and promotions, digital tools and software subscription. $3,000 Page 3 - 182 - CAO 08-22 May 24, 2022 Subject: Approval of Powerfully Informed initiative of the Pickering Anti-Black Racism Taskforce The “Powerfully Informed” initiative is directly aligned with the PABRT’s Terms of Reference with respect to its mandate to: •Identify barriers and areas of opportunity to enhance the shared experience and opportunities of Black residents. •Provide expert input and action on matters relating to the provision of anti-Black racism initiatives within the community. •Identify and coordinate opportunities for stakeholder and community engagement. City of Pickering staff from relevant departments support the Powerfully Informed initiative and events, in principle, subject to various requirements being met by the PABRT in accordance with relevant policy and during the planning and execution of events and community engagements (e.g., via social media). The requirements include, but are not limited to the following: •Permit for rental facility. •Approval of vendors. •Rental of equipment and supplies. •Hiring of on-site security. •Pre-registration that does not exceed capacity limits. •Other permit regulations (e.g., health and safety regulations). •Adhering to Terms of Use for social media platforms. At this time, City staff are requesting Council authorization for the Powerfully Informed events on June 16, July 25, August 4, and September 29 of 2022, and authorization to permit the use of Esplanade Park to the PABRT on June 16 and July 25 of 2022. Approved/Endorsed By: Mark Guinto Division Head, Public Affairs & Corporate Communications Prepared By: Original Signed By: Jaclyn San Antonio Senior Advisor, Equity, Diversity & Inclusion JSA Original Signed By: Page 4 - 183 - CAO 08-22 May 24, 2022 Subject: Approval of Powerfully Informed initiative of the Pickering Anti-Black Racism Taskforce Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original Signed By: Page 5 - 184 - Report to Council Report Number: CS 10-22 Date: May 24, 2022 From: Sarah Douglas-Murray Director, Community Services Subject: Movie in the Park -Request to permit Esplanade Park -File: A-1440-001 Recommendation: 1.That Council authorize staff to issue a park permit for the use of Esplanade Park by Affiliation For Inspiring Youth Upliftment Enterprise (A.F.I.Y.U Enterprise) on Friday, August 12, 2022 and the rain date of Saturday, August 13, 2022 for the purpose of hosting a free movie in the park to the general public, subject to terms and conditions satisfactory to the Director, Community Services and the Chief Administrative Officer; and, 2.That the appropriate officials of the City of Pickering be authorized to take the necessary action to give effect hereto. Executive Summary: The Community Festivals and Events Policy CUL 070 (the “Policy”) outlines the criteria, guidelines and processes by which requests to host private and/or public events in City parks are received and considered for approval. Prospective applicants are supported by the community events staff team and the Community Festivals & Events Manual which provides key information, timelines and required documentation to apply for events in City parks. Identified in the Policy are Signature Parks which consists of Esplanade Park, Millennium Square, Alex Robertson Park and Bruce Hanscombe Park. As per Section 05.02 (b), the permitting of Esplanade Park for public events is subject to the approval of Council. A number of 2022 Community Events were approved to take place in Esplanade Park by Council on October 25, 2021, through Report CS 31-21 (Resolution #709-21). At this time A.F.I.Y.U Enterprise has submitted a request to permit Esplanade Park in order to provide the general public with a free movie night in summer 2022. Applicable City staff from various departments have reviewed the permit request and support, in principle, this event taking place in Esplanade Park on Friday, August 12, with Saturday, August 13 held in case of rain, subject to various terms and conditions that must be met by A.F.I.Y.U Enterprise organizers. Therefore, the purpose of this report is to seek Council’s authorization that staff permit the use of Esplanade Park on August 12, 2022 and August 13, 2022 for this purpose. The permit dates will allow for park setup, operations and clean-up by the applicant. - 185 - CS 10-22 May 24, 2022 Subject: Movie in the Park Page 2 Financial Implications: There are no financial implications for the City with the proposed Movie in the Park event. The organizers are responsible to coordinate and operate all aspects of their events including: •Event marketing and promotion; •Event organization and operation including movie license fees; •Setup and cleanup according to the terms and conditions set out by the City of Pickering; •All costs associated with application fees including park permit fees, table rentals, garbage/recycling receptacles, etc. (as per the City’s Summary of Fees and Charges Schedule); and, •Costs associated with paid duty police officers and/or contracted security guards as required by the City. Discussion: A.F.I.Y.U Enterprise is a service group dedicated to provide resources and mentorship to Jamaican, Caribbean and African-Canadian boys in Durham, ages 6-16 to equip them with life skills to become successful, contributing members of society. A.F.I.Y.U Enterprise would like to give back to the community by hosting a free movie night this summer. As such, A.F.I.Y.U Enterprise has requested to permit Esplanade Park on Friday, August 12, 2022 and Saturday, August 13, 2022 (rain date). A.F.I.Y.U Enterprise is also requesting the use of electrical, garbage and recycling units and facility restrooms at City Hall. The event will begin at dusk and operate for approximately two hours. City of Pickering staff from applicable departments have commented on this event request and support the event, in principle, subject to various event/festival requirements being met by the applicant during the event planning process. The requirements include but are not limited to the following: •proof of $2 million in liability insurance •rentals of event equipment and supplies •Durham Health Community Special Events Form for Event Coordinators/Organizers •locates completed for all staked equipment •rental of all required portable restroom and hand-washing stations (if applicable) •submission of site plan and emergency response plan •adherence to the City’s emergency weather standard operating procedure •hiring of site security and police officers to monitor event operations (if applicable) At this time, City staff seek Council’s authorization to permit the use of Esplanade Park to A.F.I.Y.U Enterprise on August 12, 2022 and hold August 13, 2022 (in case of rain) so they can host the free Movie in the Park. The permit will allow for park set-up, operations, and clean-up. - 186 - CS 10-22 May 24, 2022 Subject: Movie in the Park Page 3 Attachments: 1.Site map diagram Prepared By: Original Signed By Krystal Roberts Coordinator, Community Partnerships SDM:kr Recommended for the consideration of Pickering City Council Original Signed By Marisa Carpino, M.A. Chief Administrative Officer Approved/Endorsed By: Original Signed By Sarah Douglas-Murray Director, Community Services - 187 - Attachment #1 to Report CS 10-22 Esplanade North City Hall Courtyard Screen Library Audience garbage Generator garbage Check-In Tables Food Tables Esplanade South Parking Lot Va l l e y F a r m R o a d - 188 - Report to Council Report Number: ENG 09-22 Date: May 24, 2022 From: Richard Holborn Director, Engineering Services Subject: Asphalt Resurfacing on Various City Streets -Tender No. T2022-4 -File: A-1440 Recommendation: 1.That Tender No. T2022-4 for Asphalt Resurfacing on Various City Streets as submitted by Viola Management Inc. in the total tendered amount of $2,877,081.14 (HST included) be accepted; 2.That Council authorize the consulting and professional services of Wood Environment & Infrastructure Solutions for materials testing services based on unit rates submitted at an estimated cost of $113,000.00 (HST included) in accordance with Purchasing Policy Item 10.03 (c); 3.That the total gross project cost of $3,390,871.00 (HST included), including the tendered amount, material testing, a contingency and other associated costs, and the total net project cost of $3,053,584.00 (net of HST rebate) be approved; 4.That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $3,053,584.00 as follows: a)the sum of $3,022,579.00 as approved in the 2022 Roads Capital Budgets to be funded by a transfer from the Federal Gas Tax Reserve Fund; b)the sum of $31,005.00 as approved in the 2022 Roads Capital Budget to be funded from a provincial grant; and, 5.That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: As part of the 2022 Roads Projects Capital Budget, asphalt resurfacing for the following 12 locations were approved as construction projects: •Granite Court •Rawlings Drive •Fieldlight Boulevard •Chipmunk Street •Shadybrook Drive •Grenoble Boulevard •Bainbridge Drive •Haller Avenue •Pickering Parkway •Lublin Avenue •Parkside Drive •Rosefield Road - 189 - ENG 09-22 May 24, 2022 Subject: Asphalt Resurfacing on Various City Streets Tender No. T2022-4 Page 2 As part of the 2016 Road Needs Study endorsed by Council through Report ENG 25-17 (Council Resolution #374/17), these streets have been identified and have been recommended for resurfacing improvements. The 2016 Road Needs Study is used by staff as a resource document for identifying and planning maintenance, rehabilitation and reconstruction strategies, programs and projects for all Pickering roads. The roads selected for asphalt resurfacing in 2022 align with the priorities of the 2016 Road Needs Study. Tender No. T2022-4 was issued on Thursday, March 31, 2022 with a tender closing date of Wednesday, April 27, 2022. Seven companies have submitted a bid for this project. The low bid of $2,877,081.14 (HST included) submitted by Viola Management Inc. is recommended for approval. The total gross project cost is estimated at $3,390,871.00 (HST included) with an estimated total net project cost of $3,053,584.00 (net of HST rebate). Financial Implications: 1.Tender Amount Tender No. T2022-4 $2,546,089.50 HST (13%) $330,991.64 Total $2,877,081.14 2.Estimated Project Costing Summary Tender No. T2022-4 – Tender for Asphalt Resurfacing on Various City Streets $2,546,090.00 Associated Costs Geotechnical Investigation Reports 46,650.00 Materials Testing 100,000.00 Federal Gas Tax Sponsor Signage 2,500.00 Construction Contingency (12%) 305,531.00 Sub Total – Costs $3,000,771.00 HST (13%) 390,100.00 Total Gross Project Cost $3,390,871.00 HST Rebate (11.24%) (337,287.00) Total Net Project Cost $3,053,584.00 - 190 - ENG 09-22 May 24, 2022 Subject: Asphalt Resurfacing on Various City Streets Tender No. T2022-4 Page 3 3.Approved Source of Funds Location Granite Court Expense Code C10570.2208.0 1-504400 Source of Funds Federal Gas Tax Budget $220,000.00 Required $225,366.00 Fieldlight Boulevard C10570.2209.0 1-504400 Federal Gas Tax 150,000.00 152,999.00 Shadybrook Drive C10570.2210.0 1-504400 Federal Gas Tax 475,000.00 308,352.00 Bainbridge Drive C10570.2211.0 1-504400 Federal Gas Tax 295,000.00 291,779.00 Pickering Parkway C10570.2212.0 1-504400 Federal Gas Tax 450,000.00 453,703.00 Parkside Drive C10570.2213.0 1-504400 Federal Gas Tax 140,000.00 142,940.00 Rawlings Drive C10570.2214.0 1-504400 Federal Gas Tax 400,000.00 398,922.00 Chipmunk Street C10570.2215.0 1-504400 Federal Gas Tax 108,995.00 105,641.00 Chipmunk Street C10570.2215.0 1-504400 Provincial Grant 31,005.00 31,005.00 Grenoble Boulevard C10570.2216.0 1-504400 Federal Gas Tax 170,000.00 160,890.00 Haller Avenue C10570.2217.0 1-504400 Federal Gas Tax 200,000.00 183,465.00 Lublin Avenue C10570.2218.0 1-504400 Federal Gas Tax 350,000.00 332,858.00 Rosefield Road C10570.2219.0 1-504400 Federal Gas Tax 270,000.00 265,664.00 $3,260,000.00 $3,053,584.00 Net project cost (over) under approved funds $206,416.00 - 191 - ENG 09-22 May 24, 2022 Subject: Asphalt Resurfacing on Various City Streets Tender No. T2022-4 Page 4 Discussion: As part of the 2022 Roads Projects Capital Budget, asphalt resurfacing for the following locations were approved as construction projects: •Granite Court – from Ironstone Manor to Whites Road (RR #38); •Fieldlight Boulevard – from Glenview Road to Valley Farm Road; •Shadybrook Drive – from Shadybrook Tot Lot (east end) to Spruce Hill Road; •Bainbridge Drive – from Kingston Road (Hwy #2) to 375m south of Kingston Road; •Pickering Parkway – from Valley Farm Road to 480m east of Valley Farm Road; •Parkside Drive – from New Street to 150m north of New Street; •Rawlings Drive – from Rambleberry Avenue to Glenanna Road; •Chipmunk Street – from Sunrise Avenue to Oklahoma Drive; •Grenoble Boulevard – from Fuschia Lane to Naroch Boulevard; •Haller Avenue – from Douglas Avenue to Liverpool Road; •Lublin Avenue – from Parkham Crescent to Alyssum Street; and, •Rosefield Road – from Glenview Road to Fieldlight Boulevard; These streets are indicated in the 2016 Road Needs Study as priority streets for asphalt resurfacing. Tender No. T2022-4 was issued on Thursday, March 31, 2022 with a tender closing date of Wednesday, April 27, 2022. Seven companies submitted a bid for this project. The low bid of $2,877,081.14 (HST included) submitted by Viola Management Inc. is recommended for approval. The total gross project cost is estimated at $3,390,871.00 (HST included) with an estimated total net project cost of $3,053,584.00 (net of HST rebate). New this year are the financial implications of On-Site and Excess Soil Management, Ontario Regulation 406/19. This regulation requires all municipalities to take responsibility for excess soil leaving a construction site. The regulation is being phased in, and the requirements for 2022 include the contractor providing a licensed landfill site, and for the City providing Geotechnical Investigation Reports (complete with chemical testing) for each project site. The funds required for these reports are estimated at $46,650.00, and this has been included as an associated cost in the total gross project cost. Engineering Services invites material testing companies to provide unit rates for materials engineering and testing services, which the City uses on various capital projects throughout the year. Based on the unit rates submitted by Wood Environment & Infrastructure Solutions, their fees estimated for this project are $113,000.00 (HST included). Further, in accordance with Purchasing Policy Item 10.03 (c), where written proposals are obtained by the Director without going through a competitive process, and funds are available in the approved Budget: (c)an award above $50,000 is subject to the additional approval of Council. The initiating Director shall submit the Report to Council to obtain approval. The award of Tender No. T2022-4 to the low bidder, Viola Management Inc., will be conditional upon receiving the City’s Health & Safety form, Certificate of Insurance and Waste Management Plan and requisite approvals. Previous work experience of Viola Management - 192 - ENG 09-22 May 24, 2022 Subject: Asphalt Resurfacing on Various City Streets Tender No. T2022-4 Page 5 Inc., which includes the 2021 asphalt resurfacing program (Tender No. T2021-1) is deemed to be acceptable. Upon careful examination of all tenders received, the Engineering Services Department recommends acceptance of the low bid submitted by Viola Management Inc. for Tender No. T2022-4 in the amount of $2,877,081.14 (HST included), and that the total net project cost of $3,053,584.00 (net of HST rebate) be approved. Due to the ongoing concerns and new business practices related to the COVID-19 pandemic, Engineering Services and Corporate Services staff will work with Viola Management Inc., to ensure that proper procedures and protocols are in place to provide a safe work environment for Pickering residents, the contractor, sub-contractors, and City staff. These protective measures have now become standard practice. Attachments: 1. Supply & Services Memorandum dated May 5, 2022 2. Record of Tenders Opened and Checked 3. Location Maps - 193 - ENG 09-22 May 24, 2022 Subject: Asphalt Resurfacing on Various City Streets Tender No. T2022-4 Page 6 Prepared By: Approved/Endorsed By: Scott Booker Richard Holborn, P. Eng. Manager, Capital Projects & Infrastructure Director, Engineering Services Cathy Bazinet Stan Karwowski, MBA, CPA, CMA Manager, Procurement Director, Finance & Treasurer SB:DL:mjh Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original signed by:Original signed by: Original signed by:Original signed by: Original signed by: - 194 - Attachment #1 to Report ENG 09-22 Memo To: Richard Holborn May 5, 2022 Director, Engineering Services From: Cathy Bazinet Manager, Procurement Copy: Administrative Assistant, Engineering Services Scott Booker, Manager, Capital Projects & Infrastructure, Engineering Services Subject: Tender No. T2022-4 Tender For Asphalt Resurfacing on Various City Streets Closed: Wednesday, April 27, 2022 – 2:00pm File: F-5400-001 Tender No. T2022-4 was advertised on the City’s website on March 31, 2022. Seven (7) companies have submitted a bid for this project. A copy of the Record of Tenders is attached. Tenders shall be irrevocable for 60 days after the official closing date and time. Purchasing Procedure No. PUR 010-001, Item 13.03 (r) provides checking tendered unit prices and extensions unit prices shall govern and extensions will be corrected accordingly, which has been completed by S&S and Viola Management Inc. is the compliant low bid at a value of $2,546,089.50 (excl. of HST). The unsuccessful Bidder’s Bid Bond shall be returned to the applicable bidders as provided for by Purchasing Procedure No. PUR 010-001, Item 13.03 (w). Seven (7) bids have been retained for review at this time and are attached. Pursuant to Information to Bidders – Pre-Condition of Award (page 4 of 28) and Part 1 - Tendering Specifications, section 12 thru 20, the following documentation will be requested of Viola Management Inc. for your review during the evaluation stage of this tender call. Please advise if Supply & Services is to proceed with collecting the following documentation: (a)A copy of the City’s Health and Safety Policy form currently dated and signed; (b)A copy of the current Clearance Certificate issued by Workplace Safety & Insurance Board; (c)The City’s certificate of insurance or approved alternative form completed by the Bidder’s agent, broker or insurer; and (d)Waste Management Plan. (e)A completed Sub-contractors List (Appendix C), listing all sub-contractors who may be carrying out any part of this Contract. - 195 - A budget of $2,545,000.00 was provided to Supply & Services for this procurement. If the recommendation to award exceeds the budgeted amount, refer to Financial Control Policy Item 11 for additional instructions. In accordance with Purchasing Policy Item 06.04, the authority for the dollar limit as set out below excludes HST. As such, in accordance with Purchasing Policy Item 06.11, where the compliant quotation or tender meeting specifications and offering best value to the City is acceptable or where the highest scoring proposal is recommended and the estimated total purchase price is: (c)Over $250,000, the Manager may approve the award, subject to the approval of the Director, Treasurer, CAO and Council. Please include the following items in your report: 1.if Items (a) through (b) noted above are acceptable to the Co-ordinator, Health & Safety or designate, if required; 2.if Item (c) is acceptable to the Manager, Budgets & Internal Audit; 3.if the list of subcontractors is acceptable to Engineering Services; 4.if Item (d) is acceptable to Engineering Services; 5.any past work experience with low bidder Viola Management Inc. including work location; 6.without past work experience, if reference information is acceptable to Engineering Services; 7.the appropriate account number(s) to which this work is to be charged; 8.the budget amount(s) assigned thereto; 9.Treasurer’s confirmation of funding; 10. related departmental approvals; and 11.related comments specific to the project. After receiving Council’s approval, an approved “on-line” requisition will be required to proceed. Enquiries can be directed to the City’s website for the unofficial bid results as read out at the public tender opening or to Supply & Services. Bidders will be advised of the outcome in due course. If you require further information, please feel free to contact me. CB Page 2 - 196 - - Attachment #2 to Report ENG 09-22 Cd;;of P](KERJNG City of Pickering Record of Tenders Opened and Checked Tender Description: Asphalt Resurfacing on Various City Streets Tender No.: T2022-4 Date: April 27, 2022 -2:00 pm Local Time Bidder Name Total Tendered Amount (HST Excluded) Comments Brennan Paving & Construction Limited $3,476,085.00 C.Valley Paving Ltd.$3,315,006.25 Coco Paving $3,896,185.00 Forest Contractors Ltd. $2,936,246.72 Four Season Site Development Ltd. $2,755,345.00 IPAC Paving Ltd. $2,945,919.15 Viola Management Inc. $2,546,076.79 ** These results are unofficial, pending review and verification of compliance to terms, conditions and specifications.** - 197 - Attachment #3 to Report ENG 09-22 Granite Court Granite Court – from Ironstone Manor to Whites Road (RR #38). The proposed work includes asphalt resurfacing. Existing concrete curbs and gutters and sidewalks that are deficient will be removed and replaced as required. Fieldlight Boulevard Fieldlight Boulevard – from Glenview Road to Valley Farm Road. The proposed work includes asphalt resurfacing. Existing concrete curbs and gutters and sidewalks that are deficient will be removed and replaced as required. - 198 - Shadybrook Drive Shadybrook Drive – from Shadybrook Tot Lot (east end) to Spruce Hill Road. The proposed work includes asphalt resurfacing. Existing concrete curbs and gutters and sidewalks that are deficient will be removed and replaced as required. Bainbridge Drive Bainbridge Drive – from Kingston Road (Hwy #2) to 370m south of Kingston Road. The proposed work includes asphalt resurfacing. Existing concrete curbs and gutters and sidewalks that are deficient will be removed and replaced as required. - 199 - Pickering Parkway Pickering Parkway – from Valley Farm Road to 480m east of Valley Farm Road. The proposed work includes asphalt resurfacing. Existing concrete curbs and gutters and sidewalks that are deficient will be removed and replaced as required. Parkside Drive Parkside Drive – from New Street to 150m north of New Street. The proposed work includes asphalt resurfacing. Existing concrete curbs and gutters and sidewalks that are deficient will be removed and replaced as required. - 200 - Rawlings Drive Rawlings Drive – from Rambleberry Avenue to Glenanna Road. The proposed work includes asphalt resurfacing. Existing concrete curbs and gutters and sidewalks that are deficient will be removed and replaced as required. Chipmunk Street Chipmunk Street – from Sunrise Avenue to Oklahoma Drive. The proposed work includes asphalt resurfacing. All existing concrete barrier curbs will be removed and replaced with new concrete curbs and gutters. - 201 - Grenoble Boulevard Grenoble Boulevard – from Fuschia Lane to Naroch Boulevard (north end). The proposed work includes asphalt resurfacing. All existing concrete barrier curbs will be removed and replaced with new concrete curbs and gutters. Haller Avenue Haller Avenue – from Douglas Avenue to Liverpool Road. The proposed work includes asphalt resurfacing. All existing concrete barrier curbs will be removed and replaced with new concrete curbs and gutters. - 202 - Lublin Avenue Lublin Avenue – from Parkham Crescent to Alyssum Street. The proposed work includes asphalt resurfacing. Existing concrete curbs and gutters that are deficient will be removed and replaced as required. Rosefield Road Rosefield Road – from Glenview Road to Fieldlight Boulevard. The proposed work includes asphalt resurfacing. Existing concrete curbs and gutters and sidewalks that are deficient will be removed and replaced as required. - 203 - Report to Council Report Number: ENG 17-22 Date: May 24, 2022 From: Richard Holborn Director, Engineering Services Subject: Beachfront Park -Master Plan – Detailed Design -File: A-1440 Recommendation: 1.That Council approve the hiring of The MBTW Group for Consulting and Professional Services for the preparation of detailed design drawings and tender specifications for the implementation of the Beachfront Park Master Plan, in accordance with Purchasing Policy Item 10.03 (c), as the assignment is above $50,000.00; 2.That the fee proposal submitted by The MBTW Group for Consulting and Professional Services for the preparation of detailed design drawings and tender specifications for the implementation of the Beachfront Park Master Plan in the amount of $432,349.30 (HST included) be accepted; 3.That the total gross project cost of $549,587.00 (HST included), including the fee amount and other associated costs, and the total net project cost of $494,920.00 (net of HST rebate) be approved; 4.That Council authorize the Director, Finance & Treasurer to finance the total net project cost of $494,920.00 as approved in the 2022 Capital Budget to be funded by a transfer from the Parkland Reserve Fund; and, 5.That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: The City of Pickering retained The MBTW Group to complete the Beachfront Park Rehabilitation & Needs Assessment Study and the public engagement process in 2021. The study area extended along the lake front, from the Frenchman’s Bay Harbour Entrance to Alex Robertson Park. Following consultation with Toronto and Region Conservation Authority (TRCA) and City staff, two rounds of public engagement were completed using the City’s Let’s Talk Pickering platform. Resident comments were considered in the preparation of the Final Preferred Design Option which was endorsed by Council as the Beachfront Park Master Plan at the December 13, 2021 Council meeting (Resolution #745/21). As part of the 2022 Parks Capital Budget, $500,000 was approved for the preparation of the detailed design drawings of the new elements proposed in the Master Plan. - 204 - ENG 17-22 May 24, 2022 Subject: Beachfront Park Master Plan – Detailed Design Page 2 The MBTW Group have provided the City with a fee proposal and have assembled a design team that includes landscape architects, coastal, structural, electrical and civil engineers, and environmental consultants, for detailed design development and the preparation of tender ready drawings and specifications. In addition, an architectural firm is also being carried, to prepare a needs and assessment study of the existing Beachfront Park washroom. The Study will determine what building renovations will be required to make it more accessible, functional and suitable for all season use, and, considering it’s close proximity to the shoreline, what exterior building changes will permitted by the approval authorities. Staff are seeking Council’s approval to retain The MBTW Group to prepare the detailed design drawings and tender specifications. The MBTW Group have successfully completed several waterfront related projects for the City of Pickering many of which included professional design services. The MBTW Group also prepared the Master Plan for Beachfront Park. Staff are recommending that The MBTW Group be retained to prepare the detailed design drawings and tender specifications for this project at a total cost of $432,349.30 (HST included). The City will recognize considerable savings by retaining the same consultant who prepared the background studies and Master Plan. The total gross project cost which includes the consulting fees other associated costs, is estimated at $549,587.00 (HST included) and the total net project cost is estimated at $494,920.00 (net of HST rebate). Financial Implications: 1. Proposal Amount The MBTW Group Fee Proposal $382,610.00 HST (13%) 49,739.30 Total Gross Proposal Amount $432,349.30 2. Estimated Project Cost Summary The MBTW Group Fee Proposal $382,610.00 Associated Costs Topographic Survey (J.D. Barnes Limited) 14,950.00 Geotechnical Investigations (EXP Services Inc.) 30,400.00 Indigenous Peoples Consultation (allowance) 5,000.00 TRCA Permit Fees 7,500.00 Contingency 45,900.00 Sub Total $486,360.00 HST (13%) 63,227.00 Total Gross Project Cost $549,587.00 HST Rebate (11.24%) (54,667.00) Total Net Project Costs $494,920.00 - 205 - ENG 17-22 May 24, 2022 Subject: Beachfront Park Master Plan – Detailed Design Page 3 3.Approved Source of Funds – 2022 Parks Capital Budget Expense Code C10320.2206-504700 Source of Funds Parkland Reserve Fund Budget $500,000.00 Required $494,920.00 Total $500,000.00 $494,920.00 Net Project Cost under (over) Approved Funds $5,080.00 Discussion: The City of Pickering retained The MBTW Group to complete the Beachfront Park R ehabilitation & Needs A ssessment Study and the public engagement process i n 2021. Following consultation with Toronto and Region Conservation Authority (TRCA) and City staff, two rounds o f public e ngagement were completed using the City’s Let’s Talk Pickering platform. The first engagement process ran from June 14, 2021 to July 5, 2021, where both a passive and an active concept plan made available to the public for review and comment through an online survey. For the second round of public engagement, the consultant created a single revised concept plan based on the public responses received from the first round. An online presentation that provided a summary of the survey results from the first round and described the revised concept plan was posted and an online survey was also made available for public input and comment from August 27, 2021 to September 27, 2021. The Public Engagement Summary Report along with plans of the Final Preferred Design Option were presented to Council at the December 6, 2021 Executive Committee Meeting as part of Report ENG 25-21. The Final Preferred Design Option that was presented was endorsed by Council as the Beachfront Park Master Plan at the December 13, 2021 Council meeting (Resolution #745/21). As part of the 2022 Parks Capital Budget, $500,000 was approved for the preparation of the detailed design drawings of the elements proposed in the Master Plan. Funds for the implementation of the Master Plan will be included in future year Capital Budget requests. The MBTW Group, who completed the Beachfront Park Rehabilitation & Needs Assessment Study, were requested to provide a proposal. They have completed several waterfront related projects for the City of Pickering including the Rotary Frenchman’s Bay West Park Master Plan update, the Washroom Feasibility Study and detailed design, and the Phase 1 and Phase 2 implementation plans for this park. This company has provided excellent professional design services for the City. The City will recognize considerable savings and efficiencies by retaining the same consultant who prepared the Master Plan for this park. The MBTW Group has gained a thorough knowledge of the site through the preparation of various background studies, discussions with the landowners, stakeholders, and approval agencies and though the public consultation process that was completed as part of the master plan process. - 206 - ENG 17-22 May 24, 2022 Subject: Beachfront Park Master Plan – Detailed Design Page 4 The MBTW Group have provided the City with a fee proposal and have assembled the following design team: •The MBTW Group – Project Manager and Landscape Architects •Beacon Environmental Ltd. – Environmental and Ecological •Shoreplan Engineering – Shoreline and Coastal Engineers •Blackwell Engineering – Structural Engineers •MJS Consultants Inc. – Electrical Engineers •MTE Consultants Inc. – Civil Engineers •Pylons Architect Inc. – Architects Separate to this contact, the City will retain J.D. Barnes Limited to prepare a topographic survey of the subject site and EXP Services Inc. to complete the geotechnical investigations of the site. An allowance has also been included in the associated costs for this project for Indigenous Peoples Consultations. The subject site extends along Lake Ontario shoreline, from the Frenchman’s Bay Harbour Entrance, east to Alex Robertson Park. The project scope includes the preparation of detailed design drawings of the master plan elements and tender specifications. The Master Plan elements include the following features: West of Millennium S quare: • improvements t o the 6m wide access driveway/trail; • improved plaza-to-trail transition area; • gathering and seating nodes; • beach access paths; • shoreline/bank s tabilization; • space for a small rental/retail kiosk; • children’s p lay area; • low level pathway lighting; and, • cultural and natural heritage interpretation. Millennium S quare: • shade structure with seating; • stage platform; • reconstruction of Millennium Square; • possible relocation of the Millennium Mast sculpture; • possible renovation of existing washroom building (see text below); and, • investigations f or possible water feature/play area. - 207 - ENG 17-22 May 24, 2022 Subject: Beachfront Park Master Plan – Detailed Design Page 5 East of Millennium Square: •elevated 6.6m wide walkway structure with dedicated bike and pedestrian lanes; •pedestrian and maintenance beach access ramps; •observation platforms overlooking Hydro Marsh and the beach areas; •seating areas; •vegetative enhancements along the Hydro Marsh; •pathway lighting; and, •cultural and natural heritage interpretation. Many comments were received about the washroom facilities during the public consultation process. The public survey results indicated that the majority of the public would prefer that the existing washroom facility remain and be renovated rather than having a new washroom facility be constructed in a more distant location such as at the Liverpool parking lot. As such, included in the scope of this work is a user needs and assessment study for the existing washroom facility. The study will include analysis of the existing building and preparation of schematic design options for renovations and/or additions to the existing structure, or reconstruction of the building to provide a more accessible and functional building. As the structure is located within the shoreline hazard area, the TRCA will be consulted, to confirm what work they will permit on the existing structure. The preparation of detailed design of the preferred option is beyond the scope of this work and is not included in this fee proposal, but the selection of the preferred option will inform the design of the site work required surrounding this facility. A separate fee proposal for the detailed building design of the preferred option will be obtained after the preferred option has been determined and after funds for this design exercise have been approved in a future Capital Budget. The design team recommends a two stage approach for the detailed design process. The first stage of work, the Initial Detailed Design Development/Constructability Exercise, includes reviewing and analyzing the existing site conditions, determining the best design/structural solution for the elevated walkway based on the site conditions and cost analysis of the various options, design development of the Millennium Square and the area west of the square (shade structure, children’s play area and stage configuration, washroom alterations, possible water feature/play area, possible sculpture relocation, and reviewing site drainage issues), and consultation with staff, stakeholder groups, approval agencies and Indigenous Peoples. The second stage of work, the Detailed Design and Tender Document Preparation Stage, includes the preparation of detailed design drawings and specifications, submissions to the approval agencies, and preparation of detailed cost estimates of the work to better inform of the amount required to include in future year capital budget requests for construction. The cost for Contract Administration during construction has not been included for approval in this Report. Approval for these costs will be requested at a later date, in conjunction with the approval to award a tender for construction. The first stage of the work is proposed to commence upon award and proceed through to the fall of 2022, followed by the second stage, which will take place over the winter months and be complete in the spring of 2023. - 208 - ENG 17-22 May 24, 2022 Subject: Beachfront Park Master Plan – Detailed Design Page 6 Staff are seeking Council’s a pproval to retain The MBTW Group to prepare the detailed design drawings i n accordance with Purchasing Policy item 10.03 (c) which states: The Manager may obtain the services o f a particular consultant selected by the initiating Director without going through a competitive process. Where the funds a re available in the approved budget and the project or annual cost of a consulting or professional service assignment is e xpected to be: (c) Above $50,000 is s ubject to the additional approval of Council. The initiating Director shall submit the Report to Council to obtain approval. Staff are recommending that The MBTW Group be retained at a total cost of $432,349.30 (HST included). The total gross p roject cost which includes t he consulting fees other associated costs, is e stimated at $549,587.00 (HST included) and the total net project cost is estimated at $494,920.00 (net of HST rebate) and falls w ithin this l evel of approval. Attachments: 1. Council Resolution #745/21 dated December 17, 2021 2. Location map Prepared By: Approved/Endorsed By: Arnold Mostert, OALA Manager, Landscape & Parks D evelopment Richard Holborn, P Eng. Director, Engineering Services Cathy Bazinet Manager, Procurement Stan Karwowski, MBA, CPA, CMA Director, Finance & Treasurer AM:mjh Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original signed by:Original signed by: Original signed by:Original signed by: Original signed by: - 209 - Attachment #1 to Report ENG 17-22 Legislative Services Division Clerk’s Office Directive Memorandum December 17, 2021 To: Richard Holdborn Director, Engineering Services From: Susan Cassel City Clerk Subject: Direction as per Minutes of the Meeting of City Council held on December 13, 2021 Director, Engineering Services, Report ENG 25-21 Beachfront Park Rehabilitation & Needs Assessment -Summary of Public Engagement Process and -Endorsement of the Beachfront Park Master Plan Council Decision Resolution #745/21 1.That Report ENG 25-21 regarding a summary of the Public Engagement Process for Beachfront Park, as a follow-up to Report ENG 21-21, be received for information; 2.That the Final Preferred Design Option that was prepared in response to the input received through the public engagement process, be endorsed as the Beachfront Park Master Plan; and, 3.That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Please take any action deemed necessary. Susan Cassel Copy: Chief Administrative Officer - 210 - Attachment #2 to Report ENG 17-22 LI V E R P O O L R O A D ANNLAND STREET WHARF STREET 1:5,000 SCALE: Engineering Services Department Beachfront ParkLocation MapFeb 12, 2021 DATE: q Frenchman'sBay Lake Ontario - 211 - Report to Council Report Number: LEG 11-22 Date: May 24, 2022 From:Paul Bigioni Director, Corporate Services & City Solicitor Subject:City of Pickering Sale to SBB Industrial (Seaton) Limited Partnership - Part of PINs 26402-0167(LT), 26402-0096(LT) and 26386-0180(LT) -File: L-4610-007-21 Recommendation: 1.That Council approve the following Agreements, subject to minor revisions as may be acceptable to the Director, Corporate Services & City Solicitor and the Chief Administrative Officer: (a)Agreement of Purchase and Sale dated March 22, 2022, whereby the City has agreed to purchase approximately 38.44 acres of Seaton employment lands from Her Majesty the Queen in Right of Ontario as represented by the Minister of Government and Consumer Services; and (b)Agreement of Purchase and Sale whereby the City has agreed to sell the same parcel of Seaton employment lands to SBB Industrial (Seaton) Limited Partnership. 2.That Council authorize the Chief Administrative Officer to waive the conditions in section 6.04 of the Agreement referred to in 1(a) above if and when SBB Industrial (Seaton) Limited Partnership waives its conditions in the Agreement referred to in 1(b) above; 3.That upon the waiver of the above conditions, City staff be directed to proceed with completion of both of the above Agreements; and 4.That the appropriate City of Pickering officials be authorized to take the actions necessary to implement the recommendations in this report. Executive Summary: Attachment 1 is an Agreement of Purchase and Sale dated March 22, 2022 (the “Purchase Agreement”), whereby the City has agreed to purchase approximately 38.44 acres of Seaton employment lands (the “Property”) from Her Majesty the Queen in Right of Ontario as represented by the Minister of Government and Consumer Services (the "Province"). The Purchase Agreement is conditional upon the approval of City Council prior to May 27, 2022. Attachment 2 is a separate Agreement of Purchase and Sale (the “Sale Agreement”) whereby the City has agreed to sell the Property to SBB Industrial (Seaton) Limited Partnership (“SmartCentres”). The Sale Agreement is conditional for SmartCentres' benefit until May 19, 2022. - 212 - LEG 11-22 May 24, 2022 Subject: City of Pickering Sale to SBB Industrial (Seaton) Limited Partnership Page 2 Council approval of both of these Agreements of Purchase and Sale and waiver of the conditions in these Agreements will enable construction of commercial buildings on the Property consistent with the City’s Official Plan Policies, and will create employment opportunities within Seaton as contemplated by the Central Pickering Development Plan. Financial Implications: The purchase price in the Purchase Agreement is the same as in the Sale Agreement. The Purchase Agreement and the Sale Agreement will be closed on the same date. All purchase costs are passed on to SmartCentres. SmartCentres also indemnifies the City in respect of all servicing costs payable pursuant to the Seaton Landowners’ Group Cost Sharing Agreement. SmartCentres is also required by the Sale Agreement to refund to the City a proportionate share of any infrastructure costs that have been front-funded by the City, to the extent that such infrastructure benefits the Property. In addition, SmartCentres is required by the Sale Agreement to pay the City on closing an amount equal to the City’s land transfer tax, registration fees, other taxes, legal, marketing and any other third party expenses incurred by the City in relation to both the Purchase Agreement and the Sale Agreement. Discussion: The Seaton employment lands (Pickering's Innovation Corridor) are designated for prestige employment, and consist of approximately 323 hectares (800 acres) owned by the Province. The City's Official Plan designates this land as being suitable for light manufacturing, assembly and processing of goods, research and development facilities, business services, graphics and design, data and communications, offices and ancillary retail uses. The Chief Administrative Officer executed the Purchase Agreement on March 22, 2022 (Attachment 1 to this Report). The Purchase Agreement is conditional on Council’s approval. The Chief Administrative Officer also executed the Sale Agreement on March 22, 2022 (Attachment 2 to this Report). The Sale Agreement is conditional for SmartCentres’ benefit until May 19, 2022. The Sale Agreement is also conditional for the City’s benefit, on the City completing its purchase of the Property pursuant to the Purchase Agreement. Key Provisions of the Purchase Agreement: Purchase Price: $9,801,002.00 ($255,000 per acre) plus applicable HST Property Area: Approximately 38.44 acres Closing Date: No later than June 15, 2022 Conditions: City Council approval obtained before May 27, 2022 and the Sale Agreement is fully executed and binding. Land Servicing Costs: City must assume responsibility to pay servicing costs under the Seaton Landowners’ Group Cost Sharing Agreement. - 213 - LEG 11-22 May 24, 2022 Subject: City of Pickering Sale to SBB Industrial (Seaton) Limited Partnership Page 3 Participation Covenant: Repurchase - If, within ten years of closing, the Property is sold to a third party for a price in excess of the purchase price in the Purchase Agreement, the Province is entitled to take the difference. This is intended to prevent speculation. Right of First Offer - If a building permit and all required approvals have not been obtained within five years of closing to allow construction of a building of not less than 100,000 square feet, and if such construction has not commenced, the Province is entitled to repurchase the Property for the original purchase price plus servicing costs incurred to the date of repurchase. This is intended to encourage construction and occupancy, and to deter land banking. Key Provisions of the Sale Agreement: Purchase Price: Same as in Purchase Agreement Property Area: Same as in Purchase Agreement Closing Date: Same as in Purchase Agreement Conditions: Due diligence conditional period expires on May 19, 2022 and City’s Purchase Agreement is closed. Land Servicing Costs: SmartCentres assumes all responsibility for all servicing costs under the Seaton Landowners’ Group Cost Sharing Agreement and indemnifies the City in respect of them. ROFO and Repurchase: Repurchase - If, within five years of closing, the Property is sold to a third party and building construction is not substantially completed, the City can repurchase the Property for the original purchase price (plus eligible expenses if construction has commended). This is intended to prevent speculation. Right of First Offer - If a building permit and all required approvals have not been obtained within five years of closing to allow construction of a building of not less than 100,000 square feet, and if such construction has not commenced, the City is entitled to repurchase the Property for the original purchase price plus servicing costs incurred to the date of repurchase. This is intended to encourage construction and occupancy, and to deter land banking. The Property is shown in Attachment 3. SmartCentres has applied for site plan approval for the Property, and intends to build a 22,417 square meter (241,295 square foot) multi-tenant industrial building with office and warehouse space. Attachment 4 is the SmartCentres site plan. Approximately one half of the building to be constructed by SmartCentres will be occupied by a wholly-owned subsidiary of Bad Boy Furniture Warehouse Limited. The remaining portion of the building will be made available for lease by SmartCentres. The - 214 - LEG 11-22 May 24, 2022 Subject: City of Pickering Sale to SBB Industrial (Seaton) Limited Partnership Page 4 undeveloped portion of the Property (north of the multi-tenant building) will be retained by SmartCentres for future development. Council approval of both of these Agreements of Purchase and Sale will enable construction of commercial buildings on the Property consistent with the City’s Official Plan Policies, and will create employment opportunities within Seaton as contemplated by the Central Pickering Development Plan. At the present time, SmartCentres is completing its various due diligence searches. SmartCentres has until May 22, 2022 to complete its searches and waive the inspection condition in the Sale Agreement. Staff therefore recommend that Council authorize the Chief Administrative Officer to waive the Council approval condition in the Purchase Agreement if and when SmartCentres waives its condition in the Sale Agreement. This will enable the City to proceed with both Agreements of Purchase and Sale. This will also ensure that the City buys the Property only if SmartCentres has unconditionally agreed to buy it in turn from the City. Attachments: 1. Agreement of Purchase and Sale between Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services and The Corporation of the City of Pickering 2.Agreement of Purchase and Sale between The Corporation of the City of Pickering and SBB Industrial (Seaton) Limited Partnership 3.Aerial photograph of the Property 4.SmartCentres Site Plan Prepared/Endorsed By: Original Signed By: Paul Bigioni Director, Corporate Services & City Solicitor PB:ks Recommended for the consideration of Pickering City Council Original Signed By: Marisa Carpino, M.A. Chief Administrative Officer - 215 - EXECUTION VERSION HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES as “Vendor” and THE CORPORATION OF THE CITY OF PICKERING as “Purchaser” AMENDED AND RESTATED AGREEMENT OF PURCHASE AND SALE MARCH 22, 2022 Attachment # 1 to Report LEG 11-22 - 216 - TABLE OF CONTENTS SECTION 1 DEFINITIONS ......................................................................................................... 2 SECTION 2 AGREEMENT OF PURCHASE AND SALE ............................................................ 8 SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE ...................................................... 8 SECTION 4 HARMONIZED SALES TAX ................................................................................... 9 SECTION 5 "AS IS WHERE IS", PURCHASER’S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY ........................................................................................... 10 SECTION 6 CLOSING CONDITIONS ...................................................................................... 14 SECTION 7 SALE APPROVAL ................................................................................................ 16 SECTION 8 CLASS EA REQUIREMENTS/ABORIGINAL CLAMS ......................................... 16 SECTION 9 RISK ..................................................................................................................... 18 SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS ............. 19 SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS ...... 19 SECTION 12 SEVERANCE ....................................................................................................... 20 SECTION 13 INTENTIONALLY DELETED ............................................................................. 20 SECTION 14 TITLE.................................................................................................................. 20 SECTION 15 NO ASSIGNMENT ETC. ..................................................................................... 21 SECTION 16 DEVELOPMENT AGREEMENTS ....................................................................... 22 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS ....... 23 SECTION 18 TENDER .............................................................................................................. 23 SECTION 19 ADJUSTMENTS .................................................................................................. 24 SECTION 20 ELECTRONIC REGISTRATION ........................................................................ 24 SECTION 21 CLOSING DELIVERABLES................................................................................ 25 SECTION 22 NOTICE .............................................................................................................. 26 SECTION 23 CONFIDENTIALITY ........................................................................................... 27 SECTION 24 GENERAL ........................................................................................................... 28 SECTION 25 IRREVOCABLE PERIOD ................................................................................... 29 - 217 - AMENDED AND RESTATED AGREEMENT OF PURCHASE AND SALE BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES (hereinafter collectively called the “Vendor”) OF THE FIRST PART -and - THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the “Purchaser”) OF THE SECOND PART RECITALS: A.The Vendor and the Purchaser entered into an agreement of purchase and sale dated February 25th respect to the Lands (the “Original Purchase Agreement”). B.The Vendor and Purchaser wish to amend and restate the Original Purchase Agreement on the terms and conditions contained herein. C.The Vendor is the owner in fee simple of the property defined as the “Lands” in Section 1.01(vv) of this Agreement. D.Vendor and OILC hereby confirm that OILC is the designated agent of the Vendor. E.The Lands are within the area covered by the “Central Pickering Development Plan” issued pursuant to the Ontario Planning and Development Act, 1994, S.O. 1994, c.23. F.The Lands are subject to the Development Agreements, and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. G.The Lands are subject to the Lease(s), and the Purchaser has agreed to assume the Lease(s) as they relate to the Lands on the terms and conditions as described in this Agreement. H.The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: - 218 - -2 - SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning, the terms defined in this Section 1.01 for all purposes of this Agreement, shall have the meanings set out below: (a)“Adjustments” means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. (b)“Affiliate” has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. (c)“Agreement” means collectively, this amended and restated agreement of purchase and sale, all Schedules attached hereto and every properly executed instrument which by its terms amends, modifies or supplements this Agreement. (d)“Applicable Laws” means, collectively, all statutes, laws, by-laws, regulations, ordinances and orders of any governmental Authority, including without limitation all Land Use Regulations. (e)“Approval Term” has the meaning ascribed to it in Section 7.03. (f)“As Is Where Is” has the meaning ascribed to it in Section 5.01. (g)“Assignee” has the meaning ascribed to it in Section 15.02. (h)“Assignment and Assumption Agreement” means an agreement by which the Vendor shall assign and the Purchaser shall become a party to a Development Agreement, Lease or Permitted Encumbrance and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement, Lea se or Permitted Encumbrance. (i)“Attribution Development Charges” means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase 1 RFEA) from time to time. (j)“Attribution Prepayment” means the sum of the “Regional Attribution Water Supply DC Prepayment” and the “Regional Attribution Sanitary Sewerage DC Prepayment” (as such terms are defined in the Phase 1 RFEA) from time to time. (k)“Authority” means any governmental or quasi-governmental authority, regulatory authority, government department, agency, commission, board, tribunal, body or department, or any court, whether federal, provincial or municipal, having jurisdiction over the Property, or the use thereof, and includes the City and the Region. (l)“Buildings” means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, upon or under the Lands, and all improvements and fixtures of the Vendor contained in, upon or on such buildings and structures which are used in the operation of same, and “Building” means any one of the Buildings. - 219 - -3 - (m)“Business Day” means any day on which the Government of Ontario normally conducts business. (n)“City” means the City of Pickering. (o)“City Sale Approval” means the necessary internal approvals required for the Transaction by the Council for the City. (p)“Class EA” means the Class Environmental Assessment Process for the Ministry of Infrastructure as it applies to OILC realty activities (being as at the Execution Date, the “Ministry of Infrastructure Public Work Class Environmental Assessment (Office Consolidation)”, as approved April 28, 2004 and amended on September 11, 2008 and on October 31, 2012), as approved, amended, or renewed from time to time by the Minister of the Environment and Climate Change pursuant to Section 14 of the Environmental Assessment Act, R.S.O. 1990, c. E.18. (q)“Class EA Requirements” has the meaning ascribed to it in Section 8.01. (r)“Closing” means the closing of the Transaction, including without limitation, the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. (s)“Closing Date” means the first Business Day that is 15 days following the date the Purchaser waives or satisfies its condition(s) contained in Section 5 and Section 6.04(b) of this Agreement, provided that in no event shall the Closing Date occur after the Outside Date. (t)“Community Use Land” has the meaning ascribed to it in the Seaton CSA. (u)“Contaminant” has, for the purposes of this Agreement, the same meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended, and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (v)“Cost Shared Service” has the meaning ascribed to it in the Seaton CSA. (w)“Crown Right Request” has the meaning ascribed to it in Section 12.01. (x)“DC Credit Recovery Payment” has the meaning ascribed to it in Section 16.03. (y)“Deposit” has the meaning ascribed to it in Section 3.01. (z)“Developable Area Share” has the meaning ascribed to it in the Seaton CSA. (aa) “Development Agreements” means, collectively, the Phase 1 RFEA, the Seaton CSA, the Pickering FIA, the Seaton-Durham CSA and the Master Parks Agreement, and “Development Agreement” means any one of such agreements. (bb) “Development Agreement Payment” means any payment required to be made, or security to be provided, to an Authority, to the Vendor, or to a trustee named under a Development Agreement, by the Purchaser at Closing hereunder and whether required by an Assignment - 220 - -4 - and Assumption Agreement or otherwise, and includes, but is not limited to, the DC Credit Recovery Payment, Attribution Prepayment, Development Agreement Security, Development Charge Payments, and Private Land Landowner Equivalency Payment. (cc)“Development Agreement Security” means any security required to be delivered by a Private Landowner pursuant to a Development Agreement, whether by letter of credit or otherwise. (dd)“Development Charge Credits” means the development charge credits earned pursuant to the Phase 1 RFEA. (ee) “Development Charge Prepayments” means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase 1 RFEA upon the development of Employment Lands. (ff) “Drainage Area Share” has the meaning ascribed to such term in the Seaton CSA. (gg) “Durham Owners” has the meaning ascribed to it in the Seaton-Durham CSA. (hh) “Employment Lands” means those lands designated as “Prestige Employment Lands” in the ‘Central Pickering Development Plan’. (ii)“Environmental Law” means, collectively, all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws, common law and deed restrictions, all by-laws, regulations, codes, licences, permits, orders, directives, guidelines, decisions rendered by any governmental Authority relating to the protection of the environment, natural resources, public health, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any Hazardous Substance, and all authorizations issued pursuant to such Applicable Laws, agreements or statutory requirements. (jj) “Environmental Objection” has the meaning ascribed to it in Section 5.02. (kk) “Environmental Reports” means the reports relating to the environmental condition of the Lands as identified in Schedule C. (ll)“Execution Date” means the date on which this Agreement has been executed and delivered by all parties hereto. (mm)“Expiry Date” has the meaning ascribed to it in Section 7.03. (nn) “Further Class EA Extension Period” has the meaning ascribed to it in Section 8.02(d)(i). (oo) “Further Extension Period” has the meaning ascribed to it in Section 8.03(b). (pp) “Hazardous Substance” includes, but is not limited to any hazardous or toxic chemical, waste, by-product, pollutant, contaminant, compound, product or substance, including without limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleum and its derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous - 221 - -5 - material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of, which is prohibited, controlled or regulated by any and is defined in or pursuant to any Environmental Law. (qq) “Heritage Requirements” has the meaning ascribed to it in Section 8.01(b). (rr) “HST” has the meaning ascribed to it in Section 4.01 of this Agreement. (ss) “Initial Class EA Extension Period” has the meaning ascribed to it in Section 8.02. (tt) “Initial Extension Period” has the meaning ascribed to it in Section 8.03. (uu) “Inspection Period” means that period of time which ends on the first Business Day that is fifty-five days following the Execution Date. (vv)“Lands” means the lands described in Schedule “A1” and outlined in red on the sketch plan attached hereto as Schedule “A2”. (ww) “Land Use Regulations” means collectively, any land use policies, regulations, by-laws, or plans of any Authority that apply to the use of the Property, including the existing Official Plans, zoning by-laws and zoning orders. (xx)“Land Transfer Tax Affidavit” has the meaning ascribed to it in Section 17.01. (yy) “Lease(s)” means all leases or licences of any portion of the Lands in force at Closing. (zz) “Master Parks Agreement” means the Master Parks Agreement dated May 1, 2017 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (aaa) “Municipality” means the municipality (or municipalities) where the Property is located. (bbb) “Offer Date” means the date the offer herein is submitted to the Vendor by the Purchaser. (ccc)“OILC” means Ontario Infrastructure and Lands Corporation. (ddd)“Open Data” means data that is required to be released to the public pursuant to the Open Data Directive; (eee) “Open Data Directive” means the Management Board of Cabinet’s Open Data Directive, updated on April 29, 2016, as same may be amended from time to time; (fff) “Outside Date” means June 15, 2022, or such other date as the parties agree. (ggg) “Participation Agreement” means the Participation Agreement attached hereto as schedule G and to be entered into between the Vendor and the Purchaser at Closing. (hhh) “Permitted Encumbrances” means, collectively, the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. - 222 - -6 - (iii)“Phase 1 RFEA” has the meaning ascribed to such term in the Seaton CSA. (jjj) “Phase 1 RFEA Lands” has the meaning ascribed to such term in the Phase 1 RFEA. (kkk) “Phase 1 Development” has the meaning ascribed to such term in the Seaton CSA. (lll)“Pickering FIA” means the Financial Impacts Agreement dated November 26, 2015 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the development of lands in Seaton. (mmm)“Private Landowner” has the meaning ascribed to such term in the Seaton CSA. (nnn) “Private Landowner Equivalency Payment” has the meaning ascribed to it in Section 16.06. (ooo) “Property” means, collectively, all of the right, title and interest of the Vendor in and to the Lands and the Buildings. (ppp) “Property Documents” means the documents in OILC’s current possession and related to the Property, as set out in Schedule C, and shall include, but shall not be limited to: (A)executed copies of any assignable service contracts, operating agreements and management agreements; (B)copies of assignable guarantees and warranties of materials, workmanship, labour and materials relating to the Property that are still in effect; (C)copies of the Environmental Reports, heritage reports, archaeological reports or any other report relating to the physical, geotechnical or environmental condition of the Property; (D)a copy of the Lease; (E)copies of all Permitted Encumbrances which are not registered against title to the Property; and (F)any plan of survey of the boundaries of the Property. (qqq) “Provincial Successor” has the meaning ascribed to such term in the Seaton CSA. (rrr) “Purchase Price” means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments. (sss) “Purchaser’s Reports” has the meaning ascribed to it in Section 5.06. (ttt) “Region” means the Regional Municipality of Durham. (uuu) “Regional Infrastructure” has the meaning ascribed to it in the Seaton CSA. - 223 - -7 - (vvv)“Requisition Date” has the meaning ascribed to it in Section 14.01. (www) “Sale Approval” means the necessary internal governmental approvals required for the Transaction including, but not limited to, the approval of the Lieutenant Governor-in- Council pursuant to Section 9 of the Ministry of Infrastructure Act, 2011 S.O. 2011, C. 9, Sched. 27. (xxx)“Sale Approval Date” means the date that the Sale Approval was granted. (yyy) “SCS” means SCS Consulting Group Ltd., being the professional land development engineering consultants acting on behalf of the trustees under the Development Agreements. (zzz) “Seaton Community” means the developable land as determined by the Central Pickering Development Plan, as may be further refined, and as determined by the Seaton CSA. (aaaa) “Seaton CSA” means the Amended and Restated Cost Sharing Agreement dated November 26, 2015 between the Vendor and other owners of development land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (bbbb) “Seaton-Durham CSA” means an agreement dated November 26, 2015 between the Vendor, the Private Landowners and the Durham Owners to provide for the recovery of certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. (cccc)“Seaton Trustee” means the trustee as provided for in the Seaton CSA, as it is from time to time. As of the Execution Date, the Seaton Trustee is North Pickering Community Management Inc. (dddd)“Servicing Costs” has the meaning ascribed to it in Section 16.07. (eeee) “Subsequent Phase” means development of land in the Seaton Community, the development of which is not covered by the Phase 1 RFEA, and for which no allocation of sewer or water capacity has currently be granted by any Authority. (ffff) “Transaction” means, collectively, the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. (gggg) “Vendor” means Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services and includes, for the purpose of any exculpatory clause and indemnity included in this Agreement in favour of the Vendor, OILC, any ministries, agencies, representatives, servants, employees, agents, invitees, officers, directors, contractors and licensees of Her Majesty the Queen in right of Ontario and OILC, and their brokers, service provider(s) and any other entity over whom the Vendor or OILC may reasonably be expected to exercise control. - 224 - -8 - SECTION 2 AGREEMENT OF PURCHASE AND SALE 2.01 The Vendor agrees to sell, transfer and assign to the Purchaser all of the right, title and interest of the Vendor in the Property and the Purchaser agrees to purchase, acquire and assume the Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments on the Closing Date. 2.02 The Purchase Price shall be calculated by multiplying the area of the Lands in acres by a per acre price of: (a)TWO HUNDRED AND FIFTY-FIVE THOUSAND DOLLARS ($255,000) per acre. It is estimated that the area of the Lands is approximately 38.4353 acres more or less, which would result in a Purchase Price of NINE MILLION EIGHT HUNDRED AND ONE THOUSAND AND TWO DOLLARS ($9,801,002.00). 2.03 The Purchaser shall NOT be entitled to direct title of the Property to any other person or entity at Closing. SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor’s solicitor in trust, by wire transfer: (a)Within two Business Days of the submission of this offer to purchase, a sum equal to five percent (5%) of the estimated Purchase Price, as a deposit to be held in accordance with the terms of this Agreement; (b)Within two Business Days following the Execution Date, a further sum equal to five percent (5%) of the estimated Purchase Price, as a deposit to be held in accordance with the terms of this Agreement; and (c)Within two Business Days following the satisfaction or waiver of the Purchaser’s conditions in Section 6.04(a), a further sum equal to ten percent (10%) of the Purchase Price, as a further deposit to be held in accordance with the terms of this Agreement (collectively, the “Deposit”). 3.02 The parties authorize OILC to invest the Deposit with a Canadian bank as identified in Schedule I of the Bank Act, R.S., 1991, c. B.46 (Canada) in a term or certificate of deposit (such investment to be available to OILC through its trust account bank and which investment allows liquidation of the investment as necessary for the anticipated Closing Date or earlier termination of this Agreement as herein provided) if OILC determines, acting reasonably, that anticipated interest to be earned will justify any related expenses, considering the rate of interest to be earned and the anticipated time the Deposit will be held before Closing. Any and all interest earned thereon shall accrue to the benefit of and, subject to Sections 3.03 and 5.03, be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. 3.03 If the Transaction is not completed in accordance with this Agreement for any reason other than the default of the Purchaser hereunder, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, if any, forthwith after termination of this Agreement. If the --- - 225 - - 9 - Transaction is not completed in accordance with this Agreement due to a specific default by the Purchaser, then the Deposit, together with all interest accrued thereon, shall be forfeited to the Vendor as liquidated damages and not as a penalty. 3.04 If the Transaction is completed, the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct forthwith following Closing. 3.05 On Closing the Purchase Price shall be paid and satisfied as follows: (a) by release of the Deposit to the Vendor; and (b) the balance of the Purchase Price, as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to OILC in trust by way of wire transfer, such payment being deemed to have been made when OILC’s financial institution confirms receipt of such wire transfer. 3.06 In addition to the Purchase Price, at Closing the Purchaser shall pay, or cause to be paid, all Development Agreement Payments to the Vendor, to the applicable Authority, or to the applicable trustee under a Development Agreement, as applicable. 3.07 The Purchaser acknowledges that at Closing it will be required to provide, or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.08 The Transaction shall be completed on the Closing Date at the offices of the Vendor’s solicitors. SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax (“HST”) payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act, R.S.C. 1985, c. E.15 (Canada) (the “Act”). Subject to Section 4.02, the Purchaser agrees to pay to the Vendor, on the Closing Date, as a condition of completion of this Transaction by wire transfer, certified cheque or bank draft, all HST payable as a result of this Transaction in accordance with the Act. 4.02 Notwithstanding Section 4.01 above, the Vendor shall not collect HST from the Purchaser in this Transaction if, on Closing, the Purchaser is registered under the Act and in that event, the Purchaser shall: (a) file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act; and (b) provide to the Vendor, on the Closing Date, a certificate confirming that the Purchaser is registered under the Act for the purposes of collecting and remitting HST, and confirming its HST registration number under the Act, together with an indemnity in favour of the Vendor for any and all HST, fines, penalties, actions, costs, losses, claims, damages or expenses and/or interest which may become payable by, or assessed against, the Vendor as a result of the Vendor’s failure to collect HST from the Purchaser on the Closing Date, such certificate and indemnity to be in a form satisfactory to the Vendor’s solicitor, acting reasonably, - 226 - -10 - failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. 4.03 The Purchaser's obligations under this Section 4 shall survive and not merge on Closing. SECTION 5 "AS IS WHERE IS", PURCHASER’S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a)in entering into this Agreement, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property, including, without limitation, the physical and environmental condition of the Property and a review of any documentation respecting the Property, and the Purchaser acknowledges it is not relying on any information furnished by the Vendor or any other person on behalf of, or at the direction of, the Vendor in connection therewith; (b)the Purchaser is purchasing and shall accept, assume and take title to the Property and any improvements thereon in an “As Is, Where Is” condition. The term “As Is, Where Is” means in its condition or state on the Offer Date, without any agreement, representation or warranty of any kind whatsoever, either express or implied on the part of the Vendor, as to the condition of the soil, the subsoil, the ground and surface water or any other environmental matters, the condition of the Lands, suitability for development, physical characteristics, profitability, the condition of the Buildings, or any other matter respecting the Property whatsoever, including without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant, the use to which the Property may be put and its zoning, the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser’s intended development of the Property, or as to the accuracy, currency or completeness of any information or documentation supplied to the Purchaser in connection with the Property; and (c)the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof. The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing, the Purchaser accepts, assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not make and is not authorized by the Vendor to make, prior to completion of this Transaction, any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property, including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Property. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period, the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil, the subsoil, the ground and surface water or any other environmental matter relating to the Property, including, without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant. - 227 - -11 - If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on, in, at, under, emanating from or onto the Property that would be in excess of the guidelines for any of the permitted uses under the current zoning by-law affecting the Property, the risk or presence of which the Purchaser is not prepared to assume, then the Purchaser shall, by written notice, provide such evidence to the Vendor within the Inspection Period by way of a report of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance, Hazardous Substance or Contaminant and quantify the remediation cost (collectively, an “Environmental Objection”). Upon receipt of an Environmental Objection, the Vendor may, at its option and in its sole discretion: (a)undertake, as the Purchaser’s sole and exclusive remedy, to take such actions, complete such work and/or implement such measures, in the Vendor’s sole discretion as to means and methods, as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after the Closing Date if compliance prior to Closing is not, in the Vendor’s opinion, reasonably possible, to the satisfaction of the Purchaser, acting reasonably; provided that if the Vendor selects the option in this paragraph (a), the Vendor and the Purchaser shall enter into an agreement on Closing providing for correction of the non-compliance post-Closing as set out above, and for access to the Property by the Vendor, which agreement shall be in form satisfactory to the parties and their solicitors, each acting reasonably; (b)credit the Purchaser, as the Purchaser’s sole and exclusive remedy, the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price, in an amount to be acceptable to the Purchaser, acting reasonably, in which event the Purchaser shall, on Closing, expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser’s failure to remediate the Hazardous Substance, Contaminant and/or matter of non-compliance; (c)terminate this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor; or (d)refuse to do either (a), (b), or (c) above in which event the Purchaser shall have the option of either: (i) completing the Transaction without adjustment to the Purchase Price; or (ii) terminating this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor. The Vendor shall have fifteen (15) Business Days from receipt of the Environmental Objection to make its election under (a), (b), (c) or (d) above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said fifteen (15) Business Day period, the Vendor will be deemed to have elected option (d) above. The Purchaser shall have twelve (12) days from the date of the Vendor's election or deemed election under (d) above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph (d) above and in the event the Purchaser fails to make an election within said twelve (12) day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. - 228 - -12 - 5.03 During the Inspection Period, the Vendor will permit the Purchaser together with its employees, agents or consultants access to the Property, at reasonable times and upon a minimum of one (1) Business Days’ prior written notice to the Vendor, to carry out, at the Purchaser’s sole expense and risk, such investigations, tests and inspections as the Purchaser deems necessary, provided that the Purchaser takes all reasonable care in the conduct of such investigations, tests and inspections. All tests, investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property . The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations, tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the same condition it was in prior to such investigations, tests and inspections. The Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser’s and/or its agents’ or consultants’ presence on the Property or the Purchaser’s and/or its agents’ or consultants’ activities on or in connection with the Property. The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses, costs, claims, third party actions, damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03. The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2) years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser, within five (5) days of the Execution Date, the Property Documents listed in Schedule C. The Purchaser acknowledges and agrees that: (i) the Property Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations or warranties whatsoever with respect to the content, completeness or accuracy of the Property Documents, or the environmental or any other condition of the Property; (ii) the Vendor shall not be liable to the Purchaser, its agents, employees or lending institution in any way for any error, omission or inaccuracy contained in any Property Document; and (iii) as of the Closing Date, the Purchaser shall become solely liable for all condi tions and Hazardous Substances and/or Contaminants existing at the Property, whether known or unknown by the Purchaser, and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property. The Purchaser shall be entitled to review the Property Documents and the Development Agreements during the Inspection Period and the Vendor agrees to use commercially reasonable efforts to cause SCS to deliver to the Purchaser any financial statements, projections and budgets with respect to the Development Agreements requested by the Purchaser, acting reasonably, (the “Other Information”). 5.06 The Purchaser covenants and agrees that the Property Documents provided by the Vendor and any and all third party reports, findings, recommendations, opinions and information resulting from the Purchaser’s due diligence (“Purchaser’s Reports”) and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23. If this Agreement is terminated for any reason, the Purchaser will promptly return to the Vendor all Purchaser’s Reports and Property Documents without keeping copies. The Purchaser shall deliver to the Vendor forthwith following receipt, copies of any and all Purchaser’s Reports the Purchaser commissions or obtains during the course of its investigations. - 229 - - 13 - 5.07 In the absence of: (i) the Purchaser delivering an Environmental Objection; and (ii) this Agreement terminating as a result of the condition set forth in Section 6.04(a) not having been waived or satisfied, the Purchaser shall be conclusively deemed to accept the Property in its As Is, Where Is condition, having waived all requisitions concerning any matters relating to the Property, save for any valid requisition on title made prior to the expiry of the Inspection Period, and the Purchaser shall accept full responsibility for all conditions related to the Property, and the Purchaser shall comply, at its sole cost, with all orders relating to the condition of the Property issued by any competent government Authority, court or administrative tribunal, including any order issued against the Vendor including without limitation, any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 5.08 As an inducement to, and as further consideration for, the Vendor agreeing to sell the Property to the Purchaser upon the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser shall forever release and covenant not to sue the Vendor and its affiliates, subsidiaries, related legal entities, employees, directors, officers, appointees and agents (each individually, a “Vendor Party” and collectively, the “Vendor Parties”) with respect to anything arising out of the environmental or any other condition of the Property as of the Closing Date or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property as of the Closing Date, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser’s Reports or any other report, document or information discovered during the course of the Purchaser’s due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. Nothing herein shall prevent the Purchaser from suing any third party who is not a Vendor Party, for any such condition, provided that the Purchaser hereby indemnifies and saves harmless the Vendor Parties for any claim made against a Vendor Party by any such third party resulting from such law suit. The foregoing shall in no way prevent the Purchaser from requiring compliance by the Vendor of any obligation to remediate which arises pursuant to Section 5.02(a). 5.09 From and after the Closing Date, the Purchaser shall be responsible for, and hereby agrees to indemnify, defend and save harmless the Vendor Parties from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Proper ty including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. - 230 - -14 - 5.10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests, including, but not limited to, an agreement whereby the Purchaser shall reaffirm the release, covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as schedule F. Notwithstanding the foregoing, the release, covenant not to sue and indemnifications set forth in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser, and Purchaser shall be bound by them, regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein, this Section 5 shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION 6 CLOSING CONDITIONS 6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a)the Vendor shall have obtained the Sale Approval pursuant to Section 7 of this Agreement; (b)all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (c)the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (d)the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements, including all required Assignment and Assumption Agreements; and (e)all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in part by the Vendor, or by its solicitors on its behalf, in the sole and absolute discretion of the Vendor by written notice to the Purchaser. The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. 6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period, if any, and the Vendor fails to notify the Purchaser or the Purchaser’s solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Vendor’s sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i) in the event the Agreement is terminated as a result of the condition set forth in Section 6.01(a), neither the Vendor - 231 - -15 - nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction, and (ii) in the event the Agreement is terminated as a result of the non-fulfilment of any of the conditions set forth in Section 6.01(b), 6.01(c) or 6.01(d), the Deposit shall be forfeited to the Vendor as liquidated damages and not as a penalty. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a)the Outside Date has not occurred; (b)On or before the expiration of the Inspection Period: (i)the City has obtained the City Sale Approval, which approval may be provided in the sole and unfettered discretion of the City and which the Vendor acknowledges may be arbitrarily and unreasonably withheld; and (ii)the City has entered into a binding agreement of purchase and sale with the ultimate purchaser of the Lands, on terms acceptable to the City in its sole and unfettered discretion. (c)all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (d)the representations and warranties of the Vendor set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; and (e)all documents and deliveries required to be executed and/or delivered by the Vendor shall have been executed and delivered to the Purchaser in accordance to this Agreement. 6.05 The conditions set forth in Section 6.04 are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, or by its solicitors on its behalf, in the sole and absolute discretion of the Purchaser by written notice to the Vendor. The conditions are conditions precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 If the conditions set forth in Section 6.04(a) or (b) are not fulfilled within the applicable time period and/or the Purchaser fails to notify the Vendor or the Vendor’s solicitors that such condition has been waived, this Agreement shall be null and void, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. 6.07 If a condition set forth in Section 6.04 is not fulfilled within the applicable time period, if any, and/or the Purchaser fails to notify the Vendor or the Vendor’s solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Purchaser’s sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. - 232 - -16 - SECTION 7 SALE APPROVAL 7.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition: within thirty (30) days from the Offer Date, the Vendor shall have obtained the Sale Approval, which approval the Purchaser acknowledges may be arbitrarily and unreasonably withheld. The Vendor shall notify the Purchaser if and when such approval is obtained, and the date of such notification if obtained shall be the date of commencement of the Inspection Period. 7.02 The Purchaser agrees that should the Vendor be unable to satisfy the condition set out in Section 7.01 within the said thirty (30) day period, then the Vendor may, at its option and in its sole discretion, extend this time period for an additional fifteen (15) days by notice in writing to the Purchaser within the initial thirty (30) day period, provided that such date shall not extend beyond the Inspection Period. 7.03 The Purchaser acknowledges that any Sale Approval that the Vendor obtains with respect to the Property may be subject to the limitations stated therein, including but not limited to a limitation that such approval shall be valid for a specified period of time from the date of such Sale Approval (the “Approval Term”), in which event such Sale Approval shall cease to be valid on the date upon which the Approval Term concludes (the “Expiry Date”), or on such date that such other limitation(s), if any, is/are not met and satisfied. In the event that the Vendor shall have obtained a Sale Approval for the Property in satisfaction of the condition set out in Section 7.01, and in the event that the completion of the Transaction has not occurred on or before the Expiry Date set out in such Sale Approval or such date that such other limitation(s), if any, is/are not met and satisfied, notwithstanding any waiver of the condition set out in Section 7.01, this Agreement shall then be null and void, the Deposit and any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages. SECTION 8 CLASS EA REQUIREMENTS/ABORIGINAL CLAIMS 8.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition on or before the Closing Date: the Vendor shall have completed the Class EA for the Property and the Transaction (collectively, the “Class EA Requirements”). For purposes of this condition, the Class EA Requirements shall, without limitation, include and be deemed to include the following specific requirements: (a)the requirements of the Environmental Assessment Act, R.S.O. 1990, c.E. 18, as approved, amended, or renewed from time to time, as they apply to the Property and the Transaction (the “Environmental Requirements”); and (b)the requirements of the Standards & Guidelines for Conservation of Provincial Heritage Properties issued by the Ministry of Tourism, Culture and Sport pursuant to Section 25.2 of the Ontario Heritage Act, R.S.O. 1990, c.O.18, as approved, amended, or renewed from time to time, as they apply to the Property and the Transaction (the "Heritage Requirements"). - 233 - -17 - 8.02 Notwithstanding any other provision of this Agreement, the completion of the Transaction is subject to continuing compliance to the Closing Date with all Class EA Requirements. In the event that prior to the Closing Date: (a)any governing Authority makes or issues, or the Vendor receives any notice or communication from any governing Authority that it is considering whether to make or issue, any order or directive pursuant to the Class EA Requirements that necessitates that the Vendor, in addition to the actions and measures taken aforesaid, take other or different actions or measures to comply with the Class EA Requirements (including, without limitation, an order or directive requiring the Vendor to comply with Part II of the Environmental Assessment Act); (b)a written request has been made to the Minister of the Environment, of which the Vendor has notice, that other or different measures be taken to comply with the Class EA Requirements; then the Vendor may, at its option and in its sole discretion, extend the Closing Date for at least an additional thirty (30) days (the “Initial Class EA Extension Period”) by notice in writing to the Purchaser during which time the Vendor shall: (c)use reasonable efforts to determine whether the request in subsection (b) above has been satisfied or has been refused; and (d)at its option and in its sole discretion, either: (i)comply with such order or directive (as the same may be modified or withdrawn) at its own expense, in which event the Vendor may extend the Closing Date up to (but no more than) three times, for a further period of thirty (30) days each (for a maximum of ninety (90) days in the aggregate) (collectively, the “Further Class EA Extension Period”); or (ii)within the Initial Class EA Extension Period or at any time within the Further Class EA Extension Period, terminate this Agreement by written notice to the Purchaser, in which case this Agreement shall be null and void and of no further force and effect and the Deposit and any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations purs uant to Section 5.03 of this Agreement. 8.03 Notwithstanding any other provision of this Agreement, if at any time prior to the Closing Date the Vendor receives notification or otherwise becomes aware of any claim or potential claim whatsoever for an interest in respect of the Property, by any First Nation or other aboriginal group or individual, in relation to any constitutional right, treaty right, land claim, surrender agreement or consultation right, including, without limitation, an interest in the title to the Property, a right to the use of the whole or any part of the Property, a restriction on the use of the Property or any part thereof for any purpose, a restriction on access to the Property or any part thereof, a claim for compensation, arising out of any interest or claimed interest in the Property or a right of consultation in relation to the Property, then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date for at least an additional thirty (30) days (the “Initial Extension Period”) by notice in writing to Purchaser during which time the Vendor shall: - 234 - - 18 - (a) determine in its sole and unfettered discretion if such claim, potential claim or interest is capable of being satisfied or whether appropriate releases can be obtained from all interested parties to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date free and clear of any such claim, potential claim or interest; (b) enter into arrangements which enable the Vendor to complete the sale of the Property in accordance with Section 8.03(a), for which purpose it may extend the Closing Date up to (but no more than) three times, for a further thirty (30) days each (for a maximum of ninety (90) days in the aggregate) (collectively, the “Further Extension Period”); or (c) within the Initial Extension Period or at any time within the Further Extension Period, have the right to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. 8.04 If at any time prior to Closing, the Vendor receives notification or otherwise becomes aware of any requirements imposed by an Authority, including without limitation any additional Heritage Requirements, not otherwise contemplated in this Section 8 and with which the Vendor must comply as a condition of completing the Transaction, then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date up to three (3) times for a period of thirty (30) days each time (maximum ninety (90) days) by notice in writing to Purchaser during which time the Vendor shall: (a) determine in its sole and unfettered discretion if such requirement can be satisfied so as to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date; or (b) have the right, with or without a determination pursuant to subsecti on (a) above, to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and the Deposit plus any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchasers obligations pursuant to Section 5.03 of this Agreement. SECTION 9 RISK 9.01 Until completion of this Agreement on the Closing Date, the Property shall be and remain at the risk of the Vendor, except as otherwise provided in Section 5. The Purchaser acknowledges that the Vendor, in respect of damage to the Property, is self-insured. In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchaser’s and/or its agents, consultants or representatives entries and/or activities on or to the Property, in which event Section 5.03 shall govern) (the “Pre-Closing Damage”), the Vendor may elect (i) to forthwith repair the Property to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price; or (ii) to reduce the Purchase Price by an amount equal to the cost required to complete the repair as estimated by an independent qualified architect or engineer jointly retained by the Vendor and the Purchaser, acting reasonably and at arm’s length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost, or (iii) unless the Purchaser agrees to accept title to the Property notwithstanding the election of the Vendor - 235 - -19 - not to remediate or compensate to terminate this Agreement in which case the Deposit shall, subject to Section 5.03, be immediately returned to the Purchaser, with interest and without deduction, and neither party shall, subject to Section 5.03, have any further rights or obligations hereunder. 9.02 From and including the Closing Date, the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before, on or after the Closing Date and, without being limited by the foregoing, any state, nature, quality or condition in, on, under or near the Property existing as of the Closing Date, whenever and however arising, whether known or unknown and whether environmental or otherwise, and whether such responsibilities and liabilities are imposed by law, equity or any governing Authority. SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the execution, delivery and performance by the Vendor of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Vendor is a party are within the Vendor’s legal power and jurisdiction and have been duly authorized and approved by all necessary action on the part of the Vendor. 10.02 The Vendor represents and warrants to the Purchaser that this Agreement has been, and each agreement to be executed and delivered by the Vendor pursuant to this Agreement, will be duly and validly executed and delivered by the Vendor, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Vendor, enforceable against the Vendor in accordance with their respective terms. 10.03 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C. 1985, c.1 (5th Supp.). 10.04 The Vendor represents and warrants that there are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Property or which would restrict the ability of the Vendor to transfer the Property to the Purchaser. 10.05 Any information provided by the Vendor or its agents, including the Property Documents, and any comments made by any Vendor Party are for the assistance of the Purchaser in allowing it to make its own inquiries. The Vendor makes no representations or warranties as to, and takes no responsibility for, the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or OILC or with any of their respective directors, officers, appointees, employees or agents. The Purchaser agrees to provide a Statutory Declaration in the form attached hereto as Schedule D at the time of execution by the Purchaser of this Agreement. The Purchaser acknowledges that in the event that the information upon which the Statutory Declaration was provided has changed, the Purchaser shall inform the Vendor of such change up to and including the Closing Date. - 236 - - 20 - 11.02 The Purchaser represents and warrants to the Vendor that the execution, delivery and performance by the Purchaser of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Purchaser is a party are within the Purchaser’s legal power and jurisdiction and, subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04, will have been duly authorized and approved by all necessary action on the part of the Purchaser. 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been, and, subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04, each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. 11.04 The Vendor shall deliver and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition, subject to: (i) the Lease(s); (ii) the Development Agreements; and (iii) the Permitted Encumbrances. 11.05 As of the Closing Date, the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. 11.06 Without limiting the generality of the foregoing, the Purchaser shall comply with the terms of the Permitted Encumbrances, any agreement entered into by the Vendor with any Authority relating to the Property, all other agreements relating to public utilities and municipal services, the Land Use Regulations, all relevant municipal by-laws and all registered restrictions. The Purchaser further agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date, to the extent that such contractual obligations have been disclosed to the Purchaser as part of the Property Documents or otherwise, or are within the actual knowledge of the Purchaser. SECTION 12 SEVERANCE 12.01 The Purchaser acknowledges that the Vendor will invoke “Crown Right” to sever property (i.e. the ability of the Crown to divide land referenced under the subdivision control provisions of the Planning Act) in connection with the Transaction. SECTION 13 INTENTIONALLY DELETED 13.01 INTENTIONALLY DELETED SECTION 14 TITLE 14.01 The Purchaser shall have until the day which is twenty (20) Business Days before the Closing Date (the “Requisition Date”) to investigate title to the Property at the Purchaser's expense. The Purchaser agrees not to call for the production of any title deed, abstract, survey or other evidence of title to the Lands except such as are in the possession of OILC or the Vendor. - 237 - -21 - 14.02 On the Closing Date, the Purchaser shall accept title to the Property in an As Is Where Is condition subject to the following: (a)the Land Use Regulations; (b)the Development Agreements and notices thereof; (c)the Lease(s); (d)all Community Use Land obligation pursuant to the Seaton CSA; and (e)the Permitted Encumbrances. The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements, restrictions or covenants, encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If, prior to the expiry of the Inspection Period, the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove, remedy and satisfy and which the Purchaser will not waive, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such termination or otherwise out of this Agreement and parties shall have no further obligations or liabilities hereunder. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement, or any assignment of this Agreement, or any part of either, or register a caution in relation thereto, without , in each instance, obtaining the prior written consent of the Vendor, which consent may be arbitrarily and unreasonably withheld. 15.02 If the Vendor consents to an assignment of this Agreement to a third party (the “Assignee”), the Purchaser shall cause the Assignee and the Purchaser, to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement. The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee, such Assignee shall provide a similar representation, warranty and Statutory Declaration as required of the Purchaser in Section 11.01 - 238 - - 22 - SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall, as part of its acquisition of the Property, assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements, and it covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such Development Agreement, whether such security is to be lodged with an Authority or otherwise, upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally with the other Private Landowners, except as explicitly provided in the Development Agreements. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA. The Purchaser agrees that at Closing, and as a condition of Closing, that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase 1 RFEA in respect of the Lands. The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community, whether or not the Lands are within the Phase 1 Lands, and shall take into account indexing as provided for in the Phase 1 RFEA. The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the “DC Credit Recovery Payment”. 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City. The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA, and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore, the Purchaser acknowledges that the infrastructure projects to be funded pu rsuant to the Pickering FIA are Cost Shared Services under the Seaton CSA, and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 16.05 The Purchaser acknowledges that the Lands include Phase 1 RFEA Lands and, therefore, prior to the issuance of a building permit with respect to the development of such lands, unless otherwise provided for in a front ending agreement relating to Subsequent Phase development, the Purchaser will have to pay, in addition to any Attribution Development Charges payable with respect to the development of the Lands, the Attribution Prepayment applicable to the Property. The Phase 1 RFEA provides that Development Charge Credits earned by virtue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building permits for lands that are Phase 1 RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA). Furthermore, by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a payment to the S eaton Trustee in an amount to be determined by the Seaton Trustee pursuant to the terms of the Seaton CSA, which will bring the Purchaser into a position in which the Purchaser will have funded the costs of Regional Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private - 239 - -23 - Landowners within the Seaton Community, this payment to be referred to herein as the “Private Landowner Equivalency Payment”. 16.07 The Purchaser acknowledges and agrees that at Closing, it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee, unless otherwise provided for herein, whether on a Developable Area Share or Drainage Area share or otherwise as applicable (referred to herein as “Servicing Costs”). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA. The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee, and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. 16.09 The Seaton-Durham CSA provides for the recovery of certain costs of the construction of Regional Infrastructure that relate to the over-sizing of such services for which Development Charge Credits are not available. The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor, except for the Affidavit of Residence and Value of the Consideration (“Land Transfer Tax Affidavit”), which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors. Money must be tendered in Canadian funds by electronic wire, bank draft or negotiable cheque certified by a Canadian chartered bank, trust company, or credit union. The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned, the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has complet ed all steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the tendering party’s solicitor without the cooperation or participation of the other party’s solicitor, and specifically when the tendering party’s solicitor has electronically “signed” the Transfer/Deed of Land and any other closing document, if any, to be electronically registered for completeness - 240 - - 24 - and granted access to the other party’s solicitors to same, but without the necessity for the tendering party’s solicitor actually releasing such documents to the other party’s solicitor for registration. SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates, utility costs, rents, legal costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario. Such Adjustments shall be made on the basis that, except as may be otherwise expressly provided for in this Agreement: (a) the Vendor shall be responsible for all expenses and liabilities and entitled to all income from the Property up to the Closing Date; and (b) the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the Closing Date. 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonably possible. Any amounts payable by one party to the other, as determined by the parties, acting reasonably, shall be paid within thirty (30) days of the request for such payment. On the Closing Date, the Vendor and the Purchaser shall exchange undertakings to re-adjust the foregoing items, if necessary. 19.03 All Adjustments to be made under Section 19.01 shall be completed on or before the date which is no later than six (6) months from the Closing Date and no re-adjustment may be made by either party thereafter. SECTION 20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.O. 1991, c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the exchange of closing funds, non- registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction); and (b) be subject to conditions whereby the lawyer(s) receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada (the “Document Registration Agreement”). - 241 - -25 - SECTION 21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement, the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser’s solicitors on or before the Closing Date, each of the following: (a)possession of the Property in an As Is Where Is condition, subject to the Leases, and subject to the rights of others as set out in the Permitted Encumbrances; (b)an assignment of the Leases, whether complete or partial, the Development Agreements and Permitted Encumbrances, as applicable; (c)notice to the tenant(s) or licensee(s) pursuant to the Leases informing them of the sale of the Lands and directing them to make future rent payments to the Purchaser; (d)an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax Affidavit); (e)an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f)a direction regarding the payment of funds; (g)statement of Adjustments; (h)Document Registration Agreement as set out in Schedule E; (i)A statement of the Development Agreement Payments in the form set forth at Schedule H; and (j)such other deeds, conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement, the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor’s Solicitors on or before the Closing Date: (a)confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b)confirmation of wire transfer for any Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Servicing Costs; (c)a certified cheque, bank draft or confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; (d)confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement, if applicable - 242 - -26 - (e)an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f)HST Declaration and Indemnity, as contemplated in Section 4, if applicable; (g)an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the Execution Date pursuant to Section 11.01; (h)an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the date of execution of this Agreement pursuant to Section 11.01; (i)Document Registration Agreement in the form attached as Schedule E; (j)an Assignment and Assumption Agreement for the Leases; (k)an Assignment and Assumption Agreement for each of the Development Agreements, in substantially the same forms as were delivered as part of the closing of the Prior Purchased Lands; (l)a Participation Agreement in form attached hereto as schedule G; (m)an Assumption Agreement for the Permitted Encumbrances, as applicable; (n)the Purchaser’s Closing Agreement in the form attached hereto as schedule F; (o)such other deeds, conveyances, resolutions and other documents as the Vendor or its solicitors may reasonably require in order to implement the intent of this Agreement. SECTION 22 NOTICE 22.01 Any notice or other communication required or permitted to be given hereunder (“Notice”) must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and if it is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: The Corporation of the City of Pickering One The Esplanade Pickering Ontario, L1V 6K7 - 243 - -27 - Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Email: pbigioni@pickering.ca and to the Purchaser’s Solicitors at: Torys LLP 79 Wellington Street West Suite 3000 Box 270, TD Centre Toronto Ontario, M5K 1N2 Attention: Andy Gibbons / Nooreen Bhanji Email: agibbons@torys.com / nbhanji@torys.com and to the Vendor at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 Toronto, ON M5G 2L6 Attention: Vice President, Sales and Acquisitions Email: ___________________ And: Attention: Director, Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto, ON M5G 2C8 Email: ___________________ or to such other address as a party designates by Notice from time to time in accordance with the foregoing. SECTION 23 CONFIDENTIALITY 23.01 The Vendor and Purchaser agree to take all necessary precautions to maintain the confidentiality of the terms and conditions contained herein. The parties acknowledge that this Agreement and any information or documents that are provided hereunder may be released pursuant to the applicable provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.M.56, as amended and Open Data may be released pursuant to the Open Data Directive. This - 244 - -28 - acknowledgment shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. 23.02 The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub- contractors shall, subject to Section 23.01, maintain the confidentiality and security of all materials and information which is the property of the Vendor and in the possession or under the control of the Purchaser pursuant to this Agreement. The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub-contractors shall not directly or indirectly disclose or use, either during or following the term of this Agreement, except where required by law, any material or information belonging to the Vendor pursuant to this Agreement, without first obtaining the prior written consent of the Vendor for such disclosure or use and in the event of termination of this Agreement, the Purchaser will be responsible for returning all such documentation and information to the Vendor without making copies. SECTION 24 GENERAL 24.01 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or completing any matter provided for in this Agreement may be extended or abridged by an agreement in writing, signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly authorized in this regard. If anything in this Agreement is to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day. 24.02 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser and their respective successors and permitted assigns. The Vendor and the Purchaser acknowledge and agree that the representations, covenants, agreements, rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction, but shall survive completion and remain in full force and effect and be binding upon the parties, save and except as may be otherwise expressly provided for in this Agreement. 24.03 Whenever the singular is used in this Agreement, it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.04 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether oral or written, of the parties pertaining thereto, including the Original Agreement. There is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property, except as specifically set forth in this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. 24.05 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.06 Wherever this Agreement makes reference to a requirement for the consent or approval of the Vendor, such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. - 245 - -29 - 24.07 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.08 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance, to any extent, shall be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such provisions or part thereof to any person, party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.09 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION 25 IRREVOCABLE PERIOD 25.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor constitutes an offer under seal, which is irrevocable for twenty-five (25) days from the date it is submitted to the Vendor and open for acceptance by the Vendor during said twenty-five (25) day period. This offer, once accepted on the Execution Date, constitutes a binding contract of purchase and sale. This offer may be made and accepted by electronic transmission, including electronic signature provided that the original hard copy, with original signatures is received by both parties within five (5) days of the electronic acceptance. The Purchaser, in submitting this offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor. [no further text on this page] - 246 - -30 - IN WITNESS WHEREOF the parties hereto have executed this Agreement as evidenced by their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this day of March, 2022. THE CORPORATION OF THE CITY OF PICKERING By: Name: Title: By: Name: Title: I/We have authority to bind the Corporation ACCEPTED BY the Vendor this day of March, 2022. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES as represented by ONTARIO INFRASTRUCTURE AND LANDS CORPORATION By: Name: Title: By: Name: Title: Authorizing Signing Officer Marisa Carpino Chief Administrative Officer Toni Rossi President, Real Estate 28th - 247 - 38997-2007 33346622.5 SCHEDULE A-1 DESCRIPTION OF LANDS Firstly Part of Lot 24, Concession 5 Pickering, designated as Part 10 on Plan 40R-30896, City of Pickering, being part of PIN 26402-0167(LT) Secondly Part of Lot 24, Concession 5 Pickering, designated as Part 31 on Plan 40R-29467, SAVE AND EXCEPT Parts 5 and 6 on Plan 40R-25010, City of Pickering, being part of PIN 26402-0167(LT) Thirdly Part of the Road Allowance between Lots 24 and 25, Concession 5 Pickering, designated as Part 3 on Plan 40R-29474, City of Pickering, being part of PIN 26402-0096(LT) Fourthly Part of Lots 25 and 26, Concession 5 Pickering, designated as Part 6 on Plan 40R-29467, City of Pickering, being part of PIN 26386-0180(LT) Fifthly Part of Lots 25 and 26, Concession 5 Pickering, designated as Part 9 on Plan 40R-30896, City of Pickering, being part of PIN 26386-0180(LT) - 248 - SCHEDULE A-2 SKETCH OF LANDS ...,-• 0n1.., ... o Seaton Lands -Bundle 6 Transaction 2 - 249 - SCHEDULE B PERMITTED ENCUMBRANCES (a)General Encumbrances: (i)the Leases and any notices of such Leases, if any, registered on title to the Lands, including all easements, rights of way, restrictions, restrictive covenants, servitudes and other similar rights in land contained in the Leases, which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants’ interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii)liens for real property taxes (which term includes charges, rates and assessments) or charges for electricity, power, gas, water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii)any easements, rights of way, restrictions, building schemes, licences, restrictive covenants and servitudes, rights of access or use, airport zoning regulations and other similar rights in land (including, without limitation, rights of way and servitudes for sewers, drains, gas and water mains, electrical power, telephone and cable conduits, poles, wires or cables) granted to, reserved or taken by any person which do not, in the aggregate, materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease, licence, franchise, grant, agreement or permit, subdivision, development, servicing, encroachment, site plan, parking or other similar agreement with any Authority or public or private utility; (iv)title defects or irregularities which do not, in the aggregate, materially and adversely impair the use of the Property for the purpose for which it is presently held; (v)any cost sharing, common use, reciprocal or other similar agreements relating to the use and/or operation of the Property and/or adjoining properties provided the same are complied with in all material respects and all security given by the parties thereto to each other to secure their respective obligations thereunder; (vi)any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant of the Property from the Crown; (vii)any rights of expropriation, access or use, or any other right conferred or reserved by or in any statute of Canada or the Province of Ontario; (viii)the provisions of all applicable laws including by-laws, regulations, ordinances, land use contracts, development agreements and similar instruments relating (without limitation) to development, use and zoning; (ix)encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands encroaching on the Property which do not materially and adversely affect the present use of the Property; - 250 - (x)all registered and unregistered agreements, easements, rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that otherwise run with the Lands; and (xi)any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. (b) Specific Encumbrances: (i)All instruments registered on title to the Property as of the Closing Date provided that the Vendor is not in material breach thereof and, where applicable, consent to transfer to Purchaser, if required, has been obtained, including but not limited to: 1.Notice of the Phase 1 RFEA; 2.Notice of the Pickering FIA; 3.Notice of the Seaton CSA; 4.Notice of the Seaton-Durham CSA. - 251 - SCHEDULE C PROPERTY DOCUMENTS Lease dated as of November 25, 1981 between HMQ, as landlord, and Kenneth Saunders and Joy Saunders, the tenants, as amended by a lease amending agreement dated as of February 2, 1998. Lease dated January 29, 2003 originally between the Vendor, as landlord, and TM Mobile Inc., together with all amendments, renewal and assignments in respect thereof - 252 - SCHEDULE D STATUTORY DECLARATION Canada Province of Ontario TO WIT: ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE MATTER OF THE TITLE TO <> AND IN THE MATTER OF A SALE THEREOF from HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES (the “Vendor”) to THE CORPORATION OF THE CITY OF PICKERING (the “Purchaser”) I, ___________________, of the __________________, in the Province of Ontario, DO SOLEMNLY DECLARE, that: 1.I am the _____________________{title} of the Purchaser and as such have knowledge of the matters hereinafter declared. 2.The Purchaser and Ontario Infrastructure and Lands Corporation (“OILC”) are arm’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale, which would lead to the presumption that the parties are not arm’s length parties. 3.The Purchaser and the Vendor are arm’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale, which would lead to the presumption that the parties are not arm’s length parties. 4.Except as expressly set out in Schedule A to this Declaration: (a)to the best of the knowledge and belief of the undersigned, there are no outstanding legal disputes or actions between the Vendor and Purchaser; (b)the Purchaser is not in conflict with OILC with respect to the above transaction; and (c)the Purchaser is not in conflict with the Vendor with respect to the above transaction. AND I make this solemn Declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act. DECLARED by the above-named ) Declarant, before me at the __________ of ) - 253 - __________, this ) day of , 202___. ) ________________________ ) ) A Commissioner, etc. ) - 254 - SCHEDULE E DOCUMENT REGISTRATION AGREEMENT DOCUMENT REGISTRATION AGREEMENT BETWEEN: <> (hereinafter referred to as the “Vendor’s Solicitor”) AND: <> (hereinafter referred to as the “Purchaser’s Solicitor”) RE: Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the “Vendor”) sale to <> (the “Purchaser”) of the property legally described as <>, City of <>, being the whole of PIN <>(LT) (the “Property” pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, dated <> and accepted <> (the “Purchase Agreement”), Scheduled to be completed on <> (the “Closing Date”) FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged), the parties hereto hereby undertake and agree as follows: Holding Deliveries In Escrow 1.The Vendor’s Solicitor and the Purchaser’s Solicitor shall hold all funds, keys and closing documentation exchanged between them (the “Requisite Deliveries”) in escrow, and shall not release or otherwise deal with same except in accordance with the terms of this Agreement. Both the Vendor’s Solicitor and the Purchaser’s Solicitor have been authorized by their respective clients to enter into this Agreement. Once the Requisite Deliveries can be released in accordance with the terms of this Agreement, any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lender.1 Advising of Concerns with Deliveries 2.Each of the parties hereto shall notify the other as soon as reasonably possible following their respective receipt of the Requisite Deliveries (as applicable) of any defect(s) with respect to same. Selecting Solicitor Responsible for Registration 3.The Purchaser’s Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined) unless the box set out below indicating that the Vendor’s Solicitor will be responsible for such registration has been checked. For the purposes of this Agreement, the solicitor responsible for such registration shall be referred to as the “Registering Solicitor” and the other solicitor shall be referred to as the “Non-Registering Solicitor”: Vendor’s Solicitor will be registering the Electronic Documents 1Solicitors should continue to refer to the Law Society of Upper Canada p ractice guidelines relating to recommended procedures to follow for the discharge of mortgages. □ - 255 - Responsibility of Non-Registering Solicitor 4.The Non-Registering Solicitor shall, upon his/her receipt and approval of the Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of: a)the registration of the Electronic Documents; b)the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows [________ a.m./p.m. on the Closing Date] (the “Release Deadline”), and provided that notice under paragraph 7 below has not been received; or c)receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. If the Purchase Agreement does not specify a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m. on the Closing Date. Responsibility of Registering Solicitor 5.The Registering Solicitor shall, subject to paragraph 7 below, on the Closing Date, following his/her receipt and approval of the Requisite Deliveries (as applicable), register the documents listed in Schedule A annexed hereto (referred to in this agreement as the “Electronic Documents”) in the stated order of priority therein set out, as soon as reasonably possible once same have been released for registration by the Non- Registering Solicitor, and immediately thereafter notify the Non-Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). Release of Requisite Deliveries by Non- Registering Solicitor 6 Upon registration of the Electronic Documents and notification of the Non-Registering solicitor in accordance with paragraph 5 above, the Non- Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. Returning Deliveries where Non-registration 7.Any of the parties hereto may notify the other party that he/she does not wish to proceed with the registration2 of the Electronic Documents, and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents, then each of the parties hereto shall forthwith return to the other party their respective Requisite Deliveries. Counterparts & Gender 8.This agreement may be signed in counterparts, and shall be read with all changes of gender and/or number as may be required by the context. Purchase Agreement Prevails if Conflict or Inconsistency 9.Nothing contained in this agreement shall be read or construed as altering the respective rights and obligations of the Purchaser and the Vendor as more particularly set out in the Purchase Agreement, and in the event of any conflict or inconsistency between the provisions of this agreement and the Purchase Agreement, then the latter shall prevail. Telefaxing Deliveries & Providing Originals if Requested 10.This agreement (or any counterpart hereof), and any of the closing documents hereinbefore contemplated, may be exchanged by telefax or similar system reproducing the original, provided that all such documents have been properly executed by the appropriate parties. The party transmitting any such document(s) shall also provide the original executed version(s) of same to the recipient within 2 business days after the Closing Date, unless the recipient has indicated that he/she does not require such original copies. 2 For the purpose of this Agreement, the term “registration” shall mean the issuance of registration number(s) in respect of the Electronic Documents by the appropriate Land Registry Office. - 256 - Dated this ______ day of <>, 202. Dated this _____ day of <>, 202 Name/Firm Name of Vendor’s Solicitor Name/Firm Name of Purchaser’s Solicitor <> <> ________________________________ __________________________________ (Signature) (Signature) Note: This version of the Document Registration Agreement was adopted by the Joint LSUC-CBAO Committee on Electronic Registration of Title Documents on March 29, 2004 and posted to the web site on April 8, 2004. Schedule “A” 1.Transfer from <> to <>. - 257 - SCHEDULE F CLOSING AGREEMENT TO: Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the “Vendor”) AND TO: Ontario Infrastructure and Land Corporation (the “Vendor’s Agent”) RE: The Corporation of the City of Pickering (the “Purchaser”) purchase from the Vendor of the property legally described as Part XXX, Concession XXX, Geographic Township of Pickering, designated as Part XXX on Plan 40R-XXX, City of Pickering, Regional Municipality of Durham (the “Property”) pursuant to an Agreement of Purchase and Sale between the Purchaser and the Vendor dated XXX, as amended from time to time (the “Purchase Agreement”) In consideration of and notwithstanding the Closing of the Transaction and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged): 1.The Purchaser agrees to accept, assume and take title the Property and any improvements thereon in an “As Is Where Is” condition in accordance with Section 5.01 of the Purchase Agreement. 2.The Purchaser confirms that all provisions of the Purchase Agreement that by their express terms are to survive and not merge on Closing shall survive and not merge on Closing. 3.The Purchaser confirms that all representations and warranties made by the purchaser in the Purchase Agreement remain true and correct as if repeated here. 4.The Purchaser reaffirms all indemnities made by it in the Purchase Agreement. 5.The Purchaser reaffirms the release and covenant not to sue provided for in Section 5.08 and 5.10 of the Purchase Agreement. 6.This Agreement shall not merge on Closing but shall survive Closing. 7.Unless otherwise defined herein, all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 8.The Vendor and Vendor’s Agent may rely on a signed electronically transmitted copy of this Agreement which shall constitute and be treated for all purposes as signed original of this Agreement. - 258 - 9.This Agreement shall be binding upon the successors and permitted assigns of the Purchaser and sh all enure to the benefit of the Vendor and its successors and assigns. DATED as of the XX day of XXX, 2022. THE CORPORATION OF THE CITY OF PICKERING Per: _____________________________________ Name: Title: Per: _____________________________________ Name: Title: I have authority to bind the Corporation. - 259 - SCHEDULE G PARTICIPATION AGREEMENT BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES -and- THE CORPORATION OF THE CITY OF PICKERING RECITALS: A.Her Majesty the Queen in right of Ontario, as represented by the Minister of Government and Consumer Services (the “Province”) is the owner in fee simple of the land described in Appendix “A” to this Participation Agreement (the “Property”). Ontario Infrastructure and Lands Corporation confirms that it is the designated agent of the Province. B.The Corporation of the City of Pickering (the “Initial Transferee”) is the proposed transferee of the Property as at the date hereof pursuant to an Agreement of Purchase and Sale between the Province and the Initial Transferee, fully executed on <<Enter Date>> (the “Sale Agreement”). NOW THEREFORE in consideration of the mutual covenants hereinafter set forth, the transfer of the Property from the Province to the Transferee and other good and valuable consideration, the parties hereto agree as follows: 1.For the purposes of this Participation Agreement: “Affiliate” means a wholly owned subsidiary of the Transferee. “Base Amount” means, subject to paragraph 11, [NTD – enter purchase price] in respect of the Property, as such purchase price was adjusted pursuant to the Sale Agreement and, if applicable, is recalculated based on a pro-rata basis in accordance with paragraph 2 below in respect of any portion of the Property. “Business Day” means any day on which the Government of Ontario normally conducts business. “Closing Date” means the date upon which the Property is transferred by the Province to the Transferee pursuant to the Sale Agreement, being <<Enter Closing Date>>. “Development Agreements” has the meaning ascribed thereto in the Sale Agreement. - 260 - “Eligible Expenses” means, subject to paragraph 11, in respect of a Sale Interest, the aggregate of the following: (a)100% of the cumulative total of all hard and soft costs incurred in respect of capital improvements (determined in accordance with generally accepted accounting principles) made by or on behalf of the Transferee to the Sale Interest from and after the Closing Date; unless a New Building has been built on the Property which has achieved Substantial Completion, then 110% of the cumulative total of all hard and soft costs incurred in respect of capital improvements (determined in accordance with generally accepted accounting principles) made by or on behalf of the Transferee to the Sale Interest from and after the Closing Date; (b)for the purpose of calculating Profit only (and no, for certainty, for the purpose of calculating the repurchase Purchase Price pursuant to paragraph 2 below) any real estate commission payable by the Transferee in disposing of the Sale Interest to a Third Party purchaser in an amount not to exceed the then current industry practice; (c)reasonable legal and accounting fees paid by the Transferee in disposing of the Sale Interest; (d)any amounts paid by the Transferee pursuant to the terms of the Development Agreements in respect of the Sale Interest, less any amounts which the Transferee may have received by way of development credits or otherwise in respect of the Sale Interest, during the period of the Transferee’s ownership of the Sale Interest; (e)the following in connection with the acquisition by the Transferee of the Sale Interest: (i) reasonable legal and accounting fees paid by the Transferee; (ii) registration costs and land transfer tax; and (iii) if applicable, all acquisition costs that the Transferee was required to reimbursed to the Initial Transferee when the Transferee acquired the Sale Interest, including land transfer tax reimbursed to the Initial Transferee. “Profit” means, in respect of a Sale Interest, the amount by which the Sale Price, less the Eligible Expenses, exceeds the Base Amount with respect to such Sale Interest. “Sale Price” means, in respect of a Sale Interest that is proposed to be sold to a Third Party purchaser or, if applicable, has been acquired by a Third Party purchaser from a Transferee, the value in lawful money of Canada of all consideration and benefit paid or agreed to be paid for the Property or portion thereof, including all buildings and improvements, by such Third Party purchaser dealing with the Transferee, including the value of all chattels situate thereon which are then owned by the Transferee and which are intended to pass on such sale transaction and the value of any encumbrances or mortgages assumed by such purchaser or taken back as part of the consideration for such sale transaction. “Substantial Completion” means substantial performance of the New Building in accordance with the Construction Act (Ontario), as amended. “Term” means the period commencing on the date hereof and expiring on the date which is ten (10) years following such date. - 261 - “Third Party” means, in respect of a Person, another Person that is not at arm’s length to such Person or who is not an Affiliate of such Person. “Transferee” means the Initial Transferee and any successor in title to the Property during the Term. 2.It is the express intention of the Province and the Transferee that there shall be no speculation with respect to all or any portion of the Property. In the event of a sale or proposed sale of all or any portion of the Property (the “Sale Interest”) by the Transferee to a Third Party at any time during the Term, at the option of the Province, either: (i) the Province shall have the right to repurchase the Sale Interest at a purchase price equal to the Base Amount plus the Eligible Expenses in respect thereof (as such purchase price is calculated in accordance with this paragraph 2, the “Purchase Price”) and otherwise on the terms and conditions set out in this paragraph 2; or (ii) one hundred percent (100%) of Profit, if any, as defined below shall be paid to the Province and the amount of such Profit shall be a charge on the Property in favour of the Province until paid. In determining the Base Amount and calculating the Profit for a Sale Interest that is a portion of the Property, the Base Amount shall be adjusted and calculated on a pro-rata basis based on the acreage of such portion being transferred, as shown by evidence (e.g. a reference plan) provided by the Transferee to the Province at no cost to the Province, to the satisfaction of the Province. With respect to any capital improvement costs or other costs or expenses involved in the calculation of the Sale Price, Eligible Expenses, Profit or the price at which the Province is to repurchase the Sale Interest in accordance with this Participation Agreement, the Transferee shall provide all documents, records and invoices in sufficient detail, at no cost to the Province, to allow analysis and approval of such calculation(s) by the Province. If the Transferee intends to sell the Sale Interest to a Third Party, or otherwise market for sale the Sale Interest to Third Parties, the following shall apply: (a)The Transferee shall give a notice (the “Sale Notice”) to the Province, which Sale Notice shall state such intentions, and shall contain an offer to sell to the Province the Sale Interest at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2. (b)The Province shall have the right, exercisable by notice in writing given to the Transferee within 90 days following receipt of a Sale Notice (the “Offer Period”) to elect to: (i)purchase the Sale Interest (the “Acceptance Notice”) at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2; or (ii)not to purchase the Sale Interest (the “Rejection Notice”) but instead to require that one hundred percent (100%) of Profit, if any, as defined above shall be paid to the Province if (and only if) the Transferee completes a sale of the Sale Interest with a Third Party. (c)If within the Offer Period, the Province delivers an Acceptance Notice to the Transferee, there shall be created at such time, automatically and without any further action or automatically and without any further action or documentation, an agreement of purchase and sale between the Province and the Transferee pursuant to which the Transferee agrees to sell to the Province, and the Province agrees to purchase from the Transferee, the Sale Interest at the Purchase Price and on the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as - 262 - defined therein) and Development Agreements, provided that: (i) Closing will occur on the date which is 60 days after the Province delivers the Acceptance Notice; (ii) if the Sale Interest is subject to one or more tenancies with Third Party(ies), such tenancies shall be assigned to the Province, and the Purchase Price shall be subject to customary adjustment in respect thereof, all of which tenancy provisions shall be on terms and conditions customary for tenanted industrial property in the Greater Toronto Area; and (iii) such agreement of purchase and sale shall be subject to the Province obtaining any required approvals prior to closing date as determined by this paragraph; provided that if such agreement of purchase and sale terminates other than solely due to the Transferee’s default thereunder, the Province shall be deemed to have delivered a Rejection Notice upon the occurrence of such termination. (d)If no notice is delivered by the Province pursuant to paragraph 2(b), the Province shall be deemed to have delivered a Rejection Notice. (e)If the Province delivers, or is deemed to have delivered, a Rejection Notice, the Transferee may sell the Sale Interest to any Third Party at such purchase price and on such terms and conditions it agrees to, in its sole and absolute discretion, with such Third Party; provided that: (i) one hundred percent (100%) of Profit, if any, as defined above shall be paid to the Province if (and only if) the Transferee completes such sale of the Sale Interest with a Third Party; and (ii) if a sale of the Subject Interest does not occur within 180 days following the date of delivery or deemed delivery of a Rejection Notice, the Transferee must again comply with this paragraph 2 in respect of any future proposed sale of all or any part of the Property. 3.In the event that the Transferee has failed to: (a)obtain and deliver copies to the Province, of all development approvals, building permits and other third permits or consents required by Applicable Law from the City of Pickering or other appropriate Authority to commence construction on the Property a building of not less than 100,000 square feet (the “New Building”); and (b)commence construction of the New Building, on or before the fifth anniversary of the date of this Participation Agreement (the “Approval Period”), then at any time, and from time to time, after expiry of the Approval Period, the Province shall have the right, but not the obligation, upon written notice during the Repurchase Notice Period to the Transferee of its intention to repurchase the Property (the “Repurchase Notice”), to repurchase the Property, for a purchase price equal to: (i)the Base Amount; plus (ii)any amounts paid by the Transferee pursuant to the terms of the Development Agreements, less any amounts which the Transferee may have received by way of development credits or otherwise, during the period of the Transferee’s ownership of the Property; (c)Provided however that if the inability of the Transferee to commence construction of the New Building during the Approval Period is a result of the City of Pickering or other appropriate - 263 - Authority refusing to issue the necessary permits and approvals or taking unreasonable delays in issuing such permits and approvals following receipt of a complete application by the Transferee for the New Building, and if the Transferee has submitted a complete application to construct the New Building within four years of the date hereof, then the Approval Period shall be extended during the time that the Transferee pursues approval of such plans at the applicable Local Planning Appeal Tribunal or court with jurisdiction, in which case and the Approval Period shall end four months after such applicable judicial process has completed and all applicable appeal periods have passed. 4.If the Province delivers the Repurchase Notice to the Transferee during the Repurchase Notice Period, there shall be created at such time, automatically and without any further action or documentation, an agreement of purchase and sale between the Province and the Transferee pursuant to which the Transferee agrees to sell to the Province, and the Province agrees to purchase from the Transferee, subject to all required approvals to be obtained within 90 days, the Property at the price calculated in accordance with paragraph 3 and substantially consistent with the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements but otherwise to be in a form agreed to by the Province and the Transferee, each acting reasonably, provided that: (a) Closing will occur on the date which is 60 days after the Province delivers the written notice that it has received all required approvals; and (b) the Transferee shall return the Property to the Province in its original condition it was in immediately prior to the transfer of the Property from the Province to Initial Transferee and, if applicable, the Transferee shall have the obligation to restore the Property to such condition at no cost to the Province. Any delivery of the Repurchase Notice following the expiry of the Repurchase Notice Period shall be null and void, and no agreement of purchase and sale shall be created upon such delivery. In this Participation Agreement, “Repurchase Notice Period” means the period commencing on the day following the fifth anniversary of the date of this Participation Agreement and ending on the 120th day following such day. 5.The Transferee acknowledges that the Province may be required to obtain certain approvals to exercise any of the options under this Participation Agreement. 6.The Province and the Transferee agree and acknowledge that the provisions of paragraph 2 shall not be applicable to (and none of the following shall constitute a sale or transfer for the purposes hereof), and the Transferee shall be entitled to do each of the following without triggering the provisions of paragraph 2: (a)any transfer or sale of a Sale Interest by the Transferee to an Affiliate of the Transferee provided that the Transferee provides the Province with 15 days prior written notice of such transfer and provided that each such transferee assumes the obligations of the Transferee in compliance with paragraph 9 below; in the event of such a transfer or sale the Eligible Expenses of such Transferee in regard to such Sale Interest shall be deemed to be the sum of the costs of such Affiliate and of its affiliated Transferee from which it acquired such Sale Interest; or (b)any bona fide mortgage or encumbrance of the Property or any part thereof in favour of a Third Party to secure the repayment of borrowings by the Transferor to the extent such - 264 - borrowings are in respect of the acquisition and/or improvement of the Property or any part thereof and for no other purpose or property; or (c)a sale by a bona fide Third Party mortgagee of the Property or any part thereof referred to in paragraph (b) above following, provided however that such mortgagee and the Province, each acting reasonably, enter into an acknowledgement and assumption of this Participation Agreement, which acknowledgement and assumption shall not provide for a right of repurchase for the Province upon such sale, but shall require payment of Profit resulting from such sale by such mortgagee, and shall require that any transferee of the Property or part thereof from such mortgagee enter into an assumption agreement in compliance with paragraph 9 below. 7.The Transferee acknowledges and agrees that the Province shall have all the rights and remedies of a secured party under the Personal Property Security Act and a mortgagee under the Mortgages Act in the event that such Transferee fails to pay any amount owing to the Province pursuant to this Participation Agreement. 8.On the Closing Date the Transferee will register in the appropriate land registry office a Notice of this Participation Agreement on title to the Property immediately following the transfer to the Transferee and prior to any mortgage or other instrument (other than Permitted Encumbrances pursuant to, and as defined in, the Sale Agreement). 9.The Transferee acknowledges that the provisions of this Participation Agreement run with title to the Property, and the Transferee covenants not to sell, transfer or otherwise alienate the Property or any part thereof to any affiliated entity or any third party unless such transferee agrees in writing to assume the obligations of the Transferee herein and be bound by the terms of this Participation Agreement in respect of the Property or such part thereof, as the case may be, in a form satisfactory to the Province. 10.At least 15 Business Days prior to the scheduled completion of a transfer of title to the Property or portion thereof, the Transferee shall deliver to the Province a sworn declaration setting forth the proposed Sale Price and Eligible Expenses and if there is any Profit, including information used to calculate the Sale Price, Eligible Expenses and Base Amount in accordance with this Participation Agreement, in reasonable detail to allow analysis and approval of the calculation of the Sale Price, Eligible Expenses and Profit (if any) by the Province. The declaration shall also include the calculation of the Profit payable by the Transferee to the Province. Prior to the completion of any transfer of the Property or any portion thereof by the Transferee, the Transferee must first obtain the approval of the calculation of the Sale Price, Eligible Expenses and the Profit, in writing, from the Province, and make arrangements to pay the Profit to the Province, if any, which arrangements must be satisfactory to the Province, acting reasonably. 11.In the case of a sale of a Sale Interest by a Transferee to a Third Party during the Term, the Profit payable to the Province pursuant to Section 2(e) hereof shall take into account any Profit paid to the Province pursuant to this Agreement on a prior sale of a Sale Interest to a Third Party during the Term, it being the intent that the: (A) the Eligible Expenses in respect of each sale of a Sale Interest shall be the relevant costs incurred by such Transferee during its period of ownership of such Sale Interest; and (B) the Base Amount in respect of such Sale Interest shall be the Sale Price in respect - 265 - paid by such Transferee in respect thereof, calculated based on a pro-rata basis in accordance with paragraph 2 above in respect of any portion of the Property if applicable. 12.Any notice or other communication required or permitted to be given hereunder ("Notice") must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and if it is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: [_________________] and to the Transferee’s solicitor at: [_________________] and to the Province at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 Toronto, ON M5G 2L6 Attention: Vice President, Sales and Acquisitions Facsimile: 416-327-3942 And: Attention: Director, Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto, ON M5G 2C8 Facsimile: 416-326-2854 or at such other addresses as the parties may designate from time to time. 13.This Participation Agreement may be executed and delivered in counterparts and any such counterpart may be delivered in its original form or by facsimile transmission and each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same Agreement. 14.This Participation Agreement shall be binding upon, and enure to the benefit of the Transferee and the Province and their respective successors and permitted assigns. - 266 - [BALANCE OF PAGE INTENTIONALLY LEFT BLANK – SIGNING PAGE FOLLOWS] - 267 - DATED the <<Day>>, day of <<Month>>, <<Year>>. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: By: Name: Title: I/We have authority to bind the Corporation. DATED the <<Day>>, day of <<Month>>, <<Year>>. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES AS REPRESENTED BY ONTARIO INFRASTRUCTURE AND LANDS CORPORATION Per: Name: <<Director/Project Manager’s Name>> Title: <<Title>>, Sales, Easements & Acquisitions I have the authority to bind the Corporation. - 268 - APPENDIX “A” [_________________] - 269 - Schedule H DEVELOPMENT AGREEMENT PAYMENTS RE: Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services (the “Vendor”) s/t The Corporation of the City of Pickering (the “Purchaser”) [INSERT LEGAL DESCRIPTION] Closing Date: Development Agreement Payments to Vendor under Section 16.03 and 16.07 D/C Credit Recovery Payment $ Servicing Costs $ Seaton CSA $ Development Agreement Payments to Applicable Trustee under Section 16.06 Private Landowner Equivalency Payment $ Seaton CSA $ Seaton-Durham CSA $ Development Agreement Security under Section 16.01 Phase 1 RFEA $ Drawdown LC w/ Region of Durham $ Security w/ Region of Durham Seaton CSA $ Seaton-Durham CSA $ TOTAL AMOUNT $ All without duplication. E.&O.E. - 270 - Attachment # 2 to Report LEG 11-22 3'8£11)1@J(H9Mfl065054 THE CORPORATION OF THE CITY OF PICKERING as "Vendor" and SBB INDUSTRIAL (SEATON) LIMITED PARTNERSHIP as "Purchaser" AGREEMENT OF PURCHASE AND SALE MARCH 22, 2022 EXECUTION COPY - 271 - TABLE OF CONTENTS SECTION 1 DEFINITIONS ...................................................................................................................... 2 SECTION 2 AGREEMENT OF PURCHASE AND SALE ..............•...............•...........................•......... 7 SECTION 3 DEPOSIT/ PAYMF.NT OF PURCHASE PRICE ............................................................. 7 SECTION 4 HARMONIZED SALES TAX ........................................................................................... 10 SECTION 5 "AS IS WHERE IS", PURCHASER'S INSPECTION PERIOD, AND ENVIRONM .. ENT AL INDEMNITY ....................................................................................................... t t SECTION 6 CLOSING CONDITIONS ................................................................................................. 15 SECTION 7 EXTENSION OF CLOSING ............................................................................................. 17 SECTION 8 INTENTIONALLY DELETED ......................................................................................... 17 SECTION 9 RISK ..................................................................................................................................... 17 SECTION 10 VENDOR'S WARRANTIES, REJ>RESENTATIONS AND COVENANTS .............. 18 SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS ....... 19 SECTION 12 INTENTIONALLY DELETED ....................................................................................... 19 SECTION 13 INTENTIONALLY DELETED ....................................................................................... 19 SECTION 14 TITLF. ................................................................................................................................ 19 SECTION 15 NO ASSIGNMENT ETC .................................................................................................. 20 SECTION 16 DEVELOPMENT AGREEMENTS ................................................................................ 21 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS ........ 23 SECTION 18 TENDER ............................................................................................................................ 24 SECTION 19 ADJUSTMENTS ............................................................................................................... 24 SECTION 20 ELECTRONIC REGISTRATION .................................................................................. 24 SECTION 21 CLOSING OF.LIVERABLES .......................................................................................... 25 SECTION 22 NOTICE ............................................................................................................................. 27 SECTION 23 CONFIDENTIALITY ...................................................................................................... 28 SECTION 24 GENERAL ......................................................................................................................... 28 SECTION 25 IRREVOCABLE PERIOD ....................................................................•......................... 29 :rsoo1,a,oo19M»06sos A - 272 - AGREEMENT OF PURCHASE AND SALE dated as of the 22nd day of March, 2022 BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the "Vendor") -and- SBB INDUSTRIAL (SEATON) LIMITED PARTNERSHIP, by its general partner, SBB INDUSTRIAL (SEATON) GP INC. (hereinafter called the "Purchaser") OF THE FIRST PART OF THE SECOND PART RECITALS: A. The Vendor has entered into an agreement of purchase and sale with Her Majesty The Queen in Right of Ontario, as represented by The Minister of Government and Consumer Services, ("HMQ") for the purpose of acquiring the fee simple to the property defined as the "Lands" in Section 1.0 I (nn) of this Agreement (the "HMQ Purchase Agreement"), in order to immediately thereafter, sell such fee simple interest in the Lands to the Purchaser. B. HMQ is the owner in fee simple of the Lands as of the date hereof. C. The Lands are subject to the Development Agreements, and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. D. The Lands are subject to the Lease(s), and the Purchaser has agreed to assume the Lease(s) as they relate to the Lands on the terms and conditions as described in this Agreement. E. The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 3'891.11®6'F9M906505.4 - 273 - -2 - SECTION! DEFINITIONS 1,01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning, the tenns defined in this Section 1.0 I for all purposes of this Agreement, shall have the meanings set out below: (a) "Adjustments" means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. (b) "Affiliate" has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. (c) "Agreement" means collectively, this agreement of purchase and sale, all Schedules attached hereto and every properly executed instrument which by its terms amends, modifies or supplements this Agreement. (d) "Applicable Laws" means, collectively, all statutes, laws, by-laws, regulations, ordinances and orders of any governmental Authority, including without limitation all Land Use Regulations. ( e) "As Is Where Is" has the meaning ascribed to it in Section 5.0 I. (t) "Assignee" has the meaning ascribed to it in Section 15.02. (g) "Assignment and Assumption Agreement" means an agreement by which the Vendor shall assign and the Purchaser shall become a party to a Development Agreement, Lease Permitted Encumbrance or the Participation Agreement and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement, Lease Permitted Encumbrance or the Participation Agreement. (h) "Attribution Development Charges" means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase I RFEA) from time to time. (i) "Attribution Prepayment" means the sum of the "Regional Attribution Water Supply DC Prepayment" and the "Regional Attribution Sanitary Sewerage OC Prepayment" (as such terms are defined in the Phase I RFEA) from time to time. G) "Authority" means any governmental or quasi-governmental authority, regulatory authority, government department, agency, commission, board, tribunal, body or department, or any court, whether federal, provincial or municipal, having jurisdiction over the Property, or the use thereof, and includes the City and the Region. (k) "Buildings" means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, upon or under the Lands, and all improvements and fixtures of the Vendor contained in, upon or on such buildings and Tor#: 102451%.9 38997-2007 34906505.4 - 274 - -3 - structures which are used in the operation of same, and "Building" means any one of the Buildings. (1) "Business Day" means any day on which the Government of Ontario normally conducts business. (m) "City" means the City of Pickering. (n) "Closing" means the closing of the Transaction, including without limitation, the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. (o) "Closing Date" means , subject to Section 7.01 , the first Business Day that is 15 days following following the satisfaction or waiver of the Purchaser's conditions in Section 6.04(a). (p) "Community Use Land" has the meaning ascribed to it in the Seaton CSA. ( q) "Contaminant" has, for the purposes of this Agreement, the same meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended, and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (r) "Cost Shared Service" has the meaning ascribed to it in the Seaton CSA. (s) "DC Credit Recovery Payment" has the meaning ascribed to it in Section 16.03. (t) "Deposit" has the meaning ascribed to it in Section 3.01. (u) "Developable Area Share" has the meaning ascribed to it in the Seaton CSA. (v) "Development Agreements" means, collectively, the Phase 1 RFEA, the Seaton CSA, the Pickering FIA, the Seaton-Durham CSA and the Master Parks Agreement, and "Development Agreement" means any one of such agreements. (w) "Development Agreement Payment" means any payment required to be made, or security to be provided, to an Authority, to the Vendor, or to a trustee named under a Development Agreement, by the Purchaser at Closing hereunder and whether required by an Assignment and Assumption Agreement or otherwise, and includes, but is not limited to , the DC Credit Recovery Payment, Attribution Prepayment, Development Agreement Security, Development Charge Prepayments, and Private Landowner Equivalency Payment. (x) "Development Agreement Security" means any security required to be delivered by a Private Landowner pursuant to a Development Agreement, whether by letter of credit or otherwise. (y) "Development Charge Credits" means the developm en t charge credits earned pursuant to the Phase 1 RFEA. Tor#: 10245196. 9 38997-2007 34906505.4 - 275 - (z) "Development Charge Prepayments" means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase 1 RFEA upon the development of Employment Lands. (aa) "Drainage Area Share" has the meaning ascribed to such term in the Seaton CSA. (bb) "Durham Owners" has the meaning ascribed to it in the Seaton-Durham CSA. (cc) "Employment Lands" means those lands designated as "Prestige Employment Lands" in the 'Central Pickering Development Plan'. (dd) "Environmental Law'' means, collectively, all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws , common law and deed restrictions, all by-laws, regulations, codes, licences, permits, orders, directives, guidelines, decisions rendered by any governmental Authority relating to the protection of the environment, natural resources, public health, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any Hazardous Substance, and all authorizations issued pursuant to such Applicable Laws, agreements or statutory requirements. (ee) "Environmental Objection" has the meaning ascribed to it in Section 5.02. (fl) "Environmental Reports" means the reports relating to the environmental condition of the Lands as identified in Schedule C. (gg) "Execution Date" means the date on which this Agreement has been executed and delivered by all parties hereto. (hh) "Hazardous Substance" includes, but is not limited to any hazardous or toxic chemical, waste, by-product, pollutant, contaminant, compound, product or substance, including without limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleum and its derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of, which is prohibited, controlled or regulated by any and is defined in or pursuant to any Environmental Law. (ii) "HMQ" has the meaning ascribed to it in the recitals above. (ii) "HMQ Acquisition Costs" has the meaning ascribed to it in Section 17 .02. (kk) "HMQ Purchase Agreement" has the meaning ascribed to it in the recitals above. (!I) "HST" has the meaning ascribed to it in Section 4.01. (mm) "Inspection Period" means that period of time which ends on the first Business Day that is 45 days following the Execution Date. Tori/; 10245196.9 3 8997-2007 34906505.4 - 276 - -5 - (nn) "Lands" means the land(s) described in Schedule A-1 and outlined in red on the sketch plan attached hereto as Schedule A -2. ( oo) "Land Transfer Tax Affidavit" has the meaning ascribed to it in Section 17.01. (pp) "Land Use Regulations" means collectively, any land use policies, regulations, by-laws, or plans of any Authority that apply to the use of the Property, including the existing Official Plans, zoning by-laws and zoning orders. (qq) "Lease(s)" means all leases or licences of any portion of the Lands in force at Closing. ( rr) "Master Parks Agreement" means the Master Parks Agreement dated May l, 2017 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (ss) "Municipality" means the municipality (or municipalities) where the Property is located. (tt) "Offer Date" means the date the offer herein is submitted to the Vendor by the Purchaser. (uu) "OILC" means Ontario Infrastructure and Lands Corporation. (vv) "Open Data" means data that is required to be released to the public pursuant to the Open Data Directive. (ww) "Open Data Directive" means the Management Board of Cabinet's Open Data Directive, updated on April 29, 2016, as same may be amended from time to time. (xx) "Participation Agreement" means the participation agreement to be entered into between the Vendor and HMQ at Closing, which participation agreement shall be substantively in the form attached to the HMQ Purchase Agreement. (yy) "Permitted Encumbrances" means, collectively, the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. (zz) "Phase 1 RFEA" has the meaning ascribed to such term in the Seaton CSA. (aaa) "Phase 1 RFEA Lands" has the meaning ascribed to such term in the Phase 1 RFEA. (bbb) "Pickering FIA" means the Financial Impacts Agreement dated November 26, 2015 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the development of lands in Seaton. (ccc) "Private Landowner" has the meaning ascribed to such term in the Seaton CSA. (ddd) "Private Landowner Equivalency Payment" has the meaning ascribed to it in Section 16.06. Tor#: 10245196.9 38997-2007 34906505.4 - 277 - -6- (eee) "Property" means, collectively, all of the right, title and interest of the Vendor in and to the Lands and the Buildings. (fff) "Property Documents" means the documents in OILC's current possession and related to the Property, as set out in Schedule C, and shall include, but shall not be limited to: (A) executed copies of any assignable service contracts, operating agreements and management agreements; (B) copies of assignable guarantees and warranties of materials, workmanship, labour and materials relating to the Property that are still in effect; (C) copies of the Environmental Reports, heritage reports, archaeological reports or any other report relating to the physical, geotechnical or environmental condition of the Property; (D) copies of all Lease(s); (E) copies of all Permitted Encumbrances which are not registered against title to the Property; and (F) any plan of survey of the boundaries of the Property. (ggg) "Provincial Successor" has the meaning ascribed to such term in the Seaton CSA. (hhh) "Purchase Price" means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments. (iii) "Purchaser's Reports" has the meaning ascribed to it in Section 5.06. Gjj) "Region" means the Regional Municipality of Durham. (kkk) "Regional Infrastructure" has the meaning ascribed to it in the Seaton CSA. (lll) "ROFO and Repurchase Agreement" means the ROFO and Repurchase Agreement attached hereto as Schedule G to be entered into between the Vendor and the Purchaser on Closing. (mmm) "SCS" means SCS Consulting Group Ltd., being the professional land development engineering consultants acting on behalf of the trustees under the Development Agreements. (nnn) "Seaton Community" means the developable land as determined by the Central Pickering Development Plan, as may be further refined , and as determined by the Seaton CSA. (ooo) "Seaton CSA" means the Amended and Restated Cost Sharing Agreement dated November 26, 2015 between the Vendor and other owners of development land in the Tor#: 10245 196.9 38997-2 007 34906505.4 - 278 - -7 - Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (ppp) "Seaton-Durham CSA" means an agreement dated November 26 , 2015 between the Vendor, the Private Landowners and the Durham Owners to provide for the recovery of certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase I RFEA from the Durham Owners. ( qqq) "Seaton Trustee" means the trustee as provided for in the Seaton CSA , as it is from time to time. As of the Execution Date, the Seaton Trustee is North Pickering Community Management Inc. (rrr) "Servicing Costs" has the meaning ascribed to it in Section 16.07. (sss) "Subsequent Phase" means development of land in the Seaton Community , the development of which is not covered by the Phase I RFEA, and for which no allocation of sewer or water capacity has currently be granted by any Authority. (ttt) "Transaction" means, collectively, the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. (uuu) "Vendor Parties" has the meaning ascribed to in Section 5.08. SECTION2 AGREEMENT OF PURCHASE AND SALE 2 .01 Subject to the closing of the HMQ Purchase Agreement and transfer of the fee simple interest in the Property to the Vendor pursuant thereto, the Vendor agrees to sell, transfer and assign to the Purchaser all of the right, title and interest of the Vendor in the Property and the Purchaser agrees to purchase, acquire and assume the Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments on the Closing Date. 2 .02 The Purchase Price shall be calculated by multiplying the area of the Lands in acres by a per acre price of $255,000 per acre for the Lands. The area of the Lands is 38.4353 acres, which would result in a Purchase Price of $9,801,002.00. SECTION3 DEPOSIT/ PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor's solicitor in trust (or as otherwise directed by the Vendor), by wire transfer: (a) Upon the submission of this offer to purchase, a sum equal to five percent (5%) of the Purchase Price, as a deposit to be held in accordance with the terms of this Agreement ; (b) Within two Business Days following the Execution Date a further sum equal to five percent (5%) of the Purchase Price, as a further deposit to be held in accordance with the terms of this Agreement; and Tor#: 10245 196 .9 38997-200 7 3490 6505 .4 - 279 - -8 - (c) Within two Business Days following the satisfaction or waiver of the Purchaser's conditions in Section 6.04(a), a further sum equal to ten percent (10%) o f the P urchase Price, as a further deposit to be held in accordance with the terms of this Agreement, (collectively, the "Deposit"). (d) If the Vendor directs that the deposit be payable to OILC or OILC's solicitors, then reference to "Vendor's solicitors" in this Section 3.01 shall be deemed to be "OILC or OILC's solicitors, as applicable." (e) The Deposit shall be invested by the Vendor's solicitors in an interest-bearing trust account with one of the six largest Schedule I Canadian chartered banks pending completion of the Transaction or earlier termination of this Agreement. The Deposit shall be credited against the Purchase Price on Closing and any and all interest earned thereon shall accrue to the benefit of and, subject to Sections (d) and 5.03, be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. The Vendor's solicitors are hereby authorized and directed to pay the Deposit ( or such portion of it as has been delivered by the Purchaser), together with all interest accrued thereon, in the manner contemplated by the provisions of this Section 3.02. (t) The Deposit shall be held by the Vendor's solicitors in trust in an interest-hearing account, interest bearing investment certificate or term deposit, or similar investment, with a Canadian Schedule I chartered bank pending Closing or earlier tennination of this Agreement. It is expressly agreed that for the purposes of section 57 of the Law Society Act (Ontario), interest accrued on the Deposit shall be disposed ofin accordance with this Agreement, which constitutes an "arrangement in writing" for the purposes of paragraph 57(5)(a) of such Act, and shall not be held in trust for the Law Foundation of Ontario. (g) In holding and dealing with the Deposit pursuant to this Agreement, the Vendor's solicitors shall not be bound in any way by any agreement other than this Agreement, and the Vendor's solicitors shall not be considered to assume any duty, liability or responsibility other than to hold the Deposit in accordance with the provisions of this Agreement and to pay the Deposit, and any interest earned thereon, to the Person becoming entitled thereto in accordance with the terms of this Agreement, except in the event of a dispute among the parties to this Agreement as to entitlement to the Deposit. In the case of such dispute, the Vendor's solicitors may, in their discretion, hold the Deposit pending resolution of said dispute, or may, in their discretion, pay the Deposit into court, whereupon the Vendor's solicitors shall have no further obligations relating to the De posit. (h) N othing in this Agreement shall make the Vendor's solicitors responsible or liable in any matter for the sufficiency, correctness, genuineness or validity of any notice, certificate, authorization, direction and/or any other document to be delivered pursuant to this Agreement and accordingly, the Vendor's solicitors shall be at liberty to accept any notices, certificates, authoriz.ations or directions of each of the parties or any other documents provided by such parties to the Vendor's solicitors as to any statements of facts as conclusive evidence of the truth of such statements and the Vendor's solicitors shall be in no way bound to call for further evidence or be responsible for any loss that may be occasioned by its failing to do so. For greater certainty, the Vendor's solicitors shall be entitled to assume or rely upon the authority of the person or entity making or signing such Tor/le 10245!96.9 38997-2007 34906505.4 - 280 - -9 - notice, certificate, authorization, direction and/or other document, the genuineness of the signatures thereto and the accuracy of the matters set out therein, with the right, but without the duty or obligation on the part of the Vendor 's solicitors, to inquire beyond the face of any such notice, certificate, authorization , direction and/or other document received by it and the Vendor's solicitors shall be relieved of any liability or responsibility for any loss or damage which may arise as the result of the acceptance by the Vendor's solicitors of any such notice, certificate, authorization, direction and/or other document received by it in good faith. The Vendor's solicitors shall retain the right not to act and shall not be held liable for refusing to act unless it has, in its sole judgement, received clear documentation which complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. The Vendor's solicitors shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Vendor's solicitors, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation , regulation or guideline. Further, should the Vendor's solicitors, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti -terrorist legislation, regulation or guideline, then it shall have the right to pay the Deposit into court without further liability on fifteen (15) days' written notice to the parties, provided (i) that the Vendor's solicitors written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Vendor's solicitors satisfaction within such fifteen (15) day period, then such resignation shall not be effective. (i) The Vendor's solicitors shall not be liable for any action taken or omitted by it, in good faith and in the exercise of its reasonable judgment in connection with the Deposit. G) The parties to this Agreement expressly acknowledge to the Vendor's solicitors that the Vendor 's solicitors may rely upon the provisions of this Section 3.02 notwithstanding that the Vendor 's solicitors are not a Party to this Agreement. 3.02 If the Transaction is not completed in accordance with this Agreement for any reason other than the default of the Purchaser hereunder, the Deposit shall , subject to Section 5.03, be returned to the Purchaser with accrued interest, if any , forthwith after termination of this Agreement. If the Transaction is not completed in accordance with this Agreement due to a specific default by the Purchaser, then the Deposit, together with all interest accrued thereon, shall be forfeited to the Vendor as liquidated damages and not as a penalty. 3.03 If the Transaction is completed, the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct forthwith following Closing. 3.04 On Closing the Purchase Price shall be paid and satisfied as follows: (a) by release of the Deposit to the Vendor; and (b) the balance of the Purchase Price, as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to, at the election of the Vendor, either (i) the Vendor in trust; or (ii) HMQ by way of a written direction from the Vendor, which direction shall be Tor#: 1024 5196.9 38997-2007 34906505.4 - 281 - -10 - provided not less than two (2) Business Days prior to Closing. The balance of the Purchase Price shall be payable by way of wire transfer, such payment being deemed to have been made when the recipient's financial institution confirms receipt of such wire transfer. 3.05 In addition to the Purchase Price, at Closing the Purchaser shall pay , or cause to be paid, all Develupmenl Agreement Payments to the Vendor or as the Vendor may direct, to the appropriate Authority, or to the appropriate trustee under a Development Agreement. 3.06 The Purchaser acknowledges that at Closing it will be required to provide, or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.07 The Transaction shall be completed on the Closing Date at the offices of the Vendor's solicitors. SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax ("HST ") payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act, R.S.C. 1985, c. E.15 (Canada) (the "Act"). Subject to Section 4 .02, the Purchaser agrees to pay to the Vendor , on the Closing Date, as a condition of completion of this Transaction by wire transfer, certified cheque or bank draft , all HST payable as a result of this Transaction in accordance with the Act. 4.02 Notwithstanding Section 4.01 above , the Vendor shall not collect HST from the Purchaser in this Transaction if, on Clo sin g, the Purchas er (or the applicable beneficial owner, if th e Purcha<;er is acting as nominee or bar e trustee) is registered under the Act and in that event, the Purchaser shall: (a) file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act ; and (b) provide to the Vendor , on the Closing Date , a certificate confirming that the Purchaser ( or the applicable beneficial owner, if the Purchaser is acting as nominee or bare trustee) is reg ister ed under th e Act for the purposes of coll ec ting and remitting HST , and confirming its HST registration number under the Act , together with an ind emnity in favour of the Vendor for any and all HST, fines, penalties, actions, costs, losses , claims , damages or expenses and/or interest which may become payable by , or assessed against , the Vendor as a result of the Vendor 's failure to collect HST from the Purchaser on th e Closing Date , such certificate and ind emnity to be in a form satisfactory to the Vendor's solicitor, acting reasonably , failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. 4.03 The Purchaser 's obligations under this Section 4 shall survive and not merge on Closing. Tor#; !0245196 .9 3 8997 -2007 34906505.4 - 282 - -11 - SECTION S "AS IS WHERE IS", PURCHASER'S INSPECTION PER IOD, AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a) in entering into this Agreement, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property , including, without limitation, the physical and environmental condition of the Property and a review of any documentation respecting the Property, and the Purchaser acknowledges it is not relying on any information furnished by the Vendor or any other person on behalf of, or at the direction of, the Vendor in connection therewith; (b) the Purchaser is purchasing and shall accept, assume and take title to the Property and any improvements thereon in an "As Is, Where Is" condition. The term "As Is, Where Is" means in its condition or state on the Offer Date, without any agreement, representation or warranty of any kind whatsoever, either express or implied on the part of the Vendor, as to the condition of the soil, the subsoil, the ground and surface water or any other environmental matters, the condition of the Lands, suitability for development, physical characteristics, profitability, the condition of the Buildings, or any other matter respecting the Property whatsoever, including without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant, the use to which the Property may be put and its zoning, the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser's intended development of the Property, or as to the accuracy, currency or completeness of any information or documentation supplied to the Purchaser in connection with the Property; and (c) the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof. The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing, the Purchaser accepts, assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Us e Regulations and the Purchaser shall not make and is not authorized by the Vendor to make, prior to completion of this Transaction, any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property , including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Property. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period, the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil , the subsoil, the ground and surface water or any other environmental matter relating to the Property, including, without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant. If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non -compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on, in, at , under, emanating from or onto the Property that would be in excess of the guidelines for any of the permitted uses under the current zoning by -law affecting the Property, the risk or presence of which the Purchaser is not prepared to assume, then Tor#: 1024 5196.9 38997-2007 34906505.4 - 283 - -12 - the Purchaser shall, by written notice, provide such evidence to the Vendor within the Inspection Period by way of a report of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance, Hazardous Substance or Contaminant and quantify the remediation cost (collectively, an "Environmental Objection"). Upon receipt of an Environmental Objection, the Vendor may, at its option and in its sole discretion: (a) undertake, as the Purchaser's sole and exclusive remedy, to take such actions, complete such work and/or implement such measures, in the Vendor's sole discretion as to means and methods, as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after the Closing Date if compliance prior to Closing is not, in the Vendor's opinion, reasonably possible, to the satisfaction of the Purchaser, acting reasonably; provided that if the Vendor selects the option in this paragraph (a), the Vendor and the Purchaser shall enter into an agreement on Closing providing for correction of the non-compliance post-Closing as set out above, and for access to the Property by the Vendor, which agreement shall be in form satisfactory to the parties and their solicitors, each acting reasonably; (b) credit the Purchaser, as the Purchaser's sole and exclusive remedy, the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price in an amount to be acceptable to the Purchaser, acting reasonably, in which event the Purchaser shall, on Closing, expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser's failure to remediate the Hazardous Substance, Contaminant and/or matter of non-compliance; (c) terminate this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor; or (d) refuse to do either (a), (b), or (c) above in which event the Purchaser shall have the option of either: (i) completing the Transaction without adjustment to the Purchase Price; or (ii) terminating this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor. The Vendor shall have thirteen (13) Business Days from receipt of the Environmental Objection to make its election under (a), (b), (c) or (d) above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said thirteen (13) Business Day period, the Vendor will be deemed to have elected option ( d) above. The Purchaser shall have seven (7) days from the date of the Vendor's election or deemed election under (d) above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph (d) above and in the event the Purchaser fails to make an election within said seven (7) day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. 5.03 During the Inspection Period, the Vendor will permit the Purchaser together with its employees , agents or consultants access to the Property, at reasonable times and upon a minimum of three (3) Tor#: I 0245196.9 38997-2007 34906505.4 - 284 - -13 - Business Days' prior written notice to the Vendor, to carry out, at the Purchaser's sole expense and risk, such investigations, tests and inspections as the Purchaser deems necessary, provided that the Purchaser takes all reasonable care in the conduct of such investigations, tests and inspections. All tests, investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property. The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations, tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the same condition it was in prior to such investigations, tests and inspections. The Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser's and/or its agents' or consultants' presence on the Property or the Purchaser's and/or its agents' or consultants' activities on or in connection with the Property. The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses, costs, claims, third party actions, damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03. The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2) years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser, the Property Documents listed in Schedule C and the Development Agreements within five (5) days of the date of receipt by the Vendor of the same from HMQ. The Purchaser acknowledges and agrees that: (i) the Property Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations or warranties whatsoever with respect to the content, completeness or accuracy of the Property Documents, or the environmental or any other condition of the Property; (ii) the Vendor shall not be liable to the Purchaser, its agents, employees or lending institution in any way for any error, omission or inaccuracy contained in any Property Document; and (iii) as of the Closing Date, the Purchaser shall become solely liable for all conditions and Hazardous Substances and/or Contaminants existing at the Property, whether known or unknown by the Purchaser, and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property. The Purchaser shall be entitled to review the Property Documents and the Development Agreements during the Inspection Period and the Vendor agrees to use commercially reasonable efforts to cause SCS to deliver to the Purchaser any financial statements, projections and budgets with respect to the Development Agreements requested by the Purchaser, acting reasonably, (the "Other Information"). 5.06 The Purchaser covenants and agrees that the Property Documents provided by the Vendor and any and all third party reports, findings, recommendations, opinions and information resulting from the Purchaser's due diligence ("Purchaser's Reports") and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23. If this Agreement is terminated for any reason, the Purchaser will promptly return to the Vendor all Purchaser's Reports and Property Documents without keeping copies. The Purchaser shall deliver to the Vendor forthwith following receipt, copies of any and all Purchaser's Reports the Purchaser commissions or obtains during the course of its investigations. Tor#: 10245196.9 38997-2007 34906505.4 - 285 - -14 - 5.07 In the absence of: (i) Purchaser delivering an Environmental Objection; and (ii) this Agreement terminating as a result of the condition set forth in Section 6.04(a) not having been waived or satisfied, the Purchaser shall be conclusively deemed to accept the Property in its As ls, Where ls condition, having waived all requisitions concerning any matters relating to the Property, save for any valid requisition on title made prior to the expiry of the Inspection Period, and the Purchaser shall accept full responsibility for all conditions related to the Property, and the Purchaser shall comply, at its sole cost, with all orders relating to the condition of the Property issued by any competent government Authority, court or administrative tribunal, including any order issued against the Vendor including without limitation, any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 5.08 As an inducement to, and as further consideration for, the Vendor agreeing to sell the Property to the Purchaser upon the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser shall forever release and covenant not to sue the Vendor and its affiliates, subsidiaries, related legal entities, employees, directors, officers, appointees and agents (each individually, a "Vendor Party" and collectively, the "Vendor Parties") with respect to anything arising out of the environmental or any other condition of the Property as of the Closing Date or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property as of the Closing Date, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser's Reports or any other report, document or information discovered during the course of the Purchaser's due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal htj ury or death, property damage, statutory claims under Environmental Laws and claims for contribution. Nothing herein shall prevent the Purchaser from suing any third party who is not a Vendor Party, for any such condition, provided that the Purchaser hereby indemnifies and saves harmless the Vendor Parties for any claim made against a Vendor Party by any such third party resulting from such law suit. The foregoing shall in no way prevent the Purchaser from requiring compliance by the Vendor of any obi igation to remediate which arises pursuant to Section 5.02(a). 5,09 From and after the Closing Date, the Purchaser shall be responsible for, and hereby agrees to indemnify, defend and save harmless the Vendor Parties from , any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of I Jazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up , remedial, removal, monitoring or restoration work required by any federal , provincial, or local government agency or political subdivision because of the presence of Torl:I: 10245!96,9 3R9'17-2007 Wl06505.4 - 286 - -15 - Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium , structure or paved surface or emanating therefrom. 5 .10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests , including, but not limited to, an agreement whereby the Purchaser shall reaffirm the release, covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as 0. Notwithstanding the foregoing, the release, covenant not to sue and indemnifications set forth in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser, and Purchaser shall be bound by them, regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein, this Section 5 shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION6 CLOSING CONDITIONS 6 .01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) HMQ and the Vendor, shall have negotiated and entered into the HMQ Purchase Agreement and shall have satisfied or waived all of the conditions and requirements set out in the HMQ Purchase Agreement, as applicable therein, and the transactions provided for therein shall have been completed in accordance with the terms and conditions thereof, including that the Vendor shall have acquired the Property from HMQ , all of which shall have occurred prior to June 15, 2022 (the "Outside Date") and prior to Closing; (b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; ( c) the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (d) the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements , including all required Assignment and Assumption Agreements; and ( e) all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in part by the Vendor, or by its solicitors on its behalf, in the sole and absolute discretion of the Vendor by written notice to the Purchaser. The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. Tor#: 10245196 .9 38997-2007 34906505.4 - 287 - -16 - 6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period, if any, and the Vendor fails to notify the Purchaser or the Purchaser's solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Vendor's sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i) in the event the Agreement is terminated as a result of the non-fulfilment of the condition set forth in Section 6.0l(a), neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction, and (ii) in the event the Agreement is terminated as a result of the non-fulfilment ofany of the conditions set forth in Section 6.0l(b), 6.0l(c) or 6.0l(d), the Deposit shall be forfeited to the Vendor as liquidated damages and not as a penalty. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) on or before the expiration of the Inspection Period, the Purchaser shall have satisfied itself in its sole and unfettered discretion, with the physical condition of the Lands, the environmental condition of the Lands, the zoning of the Lands, the Participation Agreement, the Development Agreements, the Property Documents, the Other Information, the Lease(s), and all of its other due diligence tests, evaluations, inspections and investigations, including, but not limited to, the conditions set out in Section 5.05; (b) HMQ and the Vendor, shall have negotiated and entered into the HMQ Purchase Agreement and shall have satisfied or waived all of the conditions and requirements set out in the HMQ Purchase Agreement, as applicable therein, and the transactions provided for therein shall have been completed in accordance with the terms and conditions thereof, including that the Vendor shall have acquired the Property from HMQ, all of which shall have occurred prior to the Outside Date and prior to Closing; (c) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respects at the times contemplated in this Agreement; ( d) the representations and warranties of the Vendor set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; and (e) all documents and deliveries required to be executed and/or delivered by the Vendor shall have been executed and delivered to the Purchaser in accordance to this Agreement. 6.05 The conditions set forth in Section 6.04 is for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, or by its solicitors on its behalf, in the sole and absolute discretion of the Purchaser by written notice to the Vendor. The conditions are conditions precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 If a condition set forth in Section 6.04 is not fulfilled within the applicable time period, if any , and/or the Purchaser fails to notify the Vendor or the Vendor's solicitors that such condition has Tor#: 10245196,9 38997-2007 34906505.4 - 288 - -17 - been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Purchaser's sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. SECTION7 EXTENSION OF CLOSING 7.01 Subject always to the restriction set out in Section 10.06 herein, any extension of the "Closing Date" pursuant to (and as defined in) the HMQ Purchase Agreement shall automatically effect a similar extension to the Closing Date pursuant to this Agreement, it being the intention that the Closing Date hereunder shall always be the same day as the "Closing Date" pursuant to (and as defined in) the HMQ Purchase Agreement and the Closing hereunder shall always be immediately following the "Closing" under (and as defined in) the HMQ Purchase Agreement. The Vendor agrees to give the Purchaser prompt notice of any exercise by HMQ its option under the HMQ Purchase Agreement to extend the closing date thereunder in accordance with the terms and conditions therein. SECTIONS INTENTIONALLY DELETED SECTION9 RISK 9.01 Until completion of this Agreement on the Closing Date, the Property shall be and remain at the risk of the Vendor, except as otherwise provided in Section 5. The Purchaser acknowledges that the Vendor, in respect of damage to the Property , is self-insured. In the event of damage to the Property on or before the Closing Date ( other than damage occasioned during or resulting from the Purchaser's and/or its agents, consultants or representatives entries and/or activities on or to the Property, in which event Section 5.03 shall govern) (the "Pre-Closing Damage"), the Vendor may elect (i) to forthwith repair the Property to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price; or (ii) to reduce the Purchase Price by an amount equal to the cost required to complete the repair as estimated by an independent qualified architect or engineer jointly retained by the Vendor and the Purchaser, acting reasonably and at arm's length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost, or (iii) unless the Purchaser agrees to accept title to the Property notwithstanding the election of the Vendor not to remediate or compensate to terminate this Agreement in which case the Deposit shall, subject to Section 5.03, be immediately returned to the Purchaser, with interest and without deduction, and neither party shall, subject to Section 5.03, have any further rights or obligations hereunder. 9.02 From and including the Closing Date, the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before , on or after the Closing Date and, without being limited by the foregoing , any state , nature , quality or condition in , on, under or near the Property existing as of the Closing Date, whenever and however arising, whether known or Tor#: 10245 I 96 .9 38997-2007 34906505.4 - 289 - -18 - unknown and whether environmental or otherwise, and whether such responsibili ties and liabili t ies are imposed by law, equity or any governing Authority. SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the execution, delivery and performance by the Vendor of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Vendor is a party are within the Vendor's legal power and jurisdiction and have been duly authorized and approved by all necessary action on the part of the Vendor. 10.02 The Ve ndor represents and warrants to the Purchaser that this Agreement has been, and each agreement to be executed and delivered by the Ve ndor pursuant to this Agreement, will be duly and validly executed and delivered by the Vendor, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Vendor, e nforceable against the Vendor in accordance with their respective terms. 10.03 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C. 1985, c.1 (stJ• Supp.). 10.04 The Vendor represents and warrants that there are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Property or which would restrict the ability of the Vendor to transfer the Property to the Purchaser. 10.05 The Vendor represents and warrants that on or prior to the Execution Date, the Vendor and HMQ have entered into the HMQ Purchase Agreement, a true and complete copy of which has been provided to the Purchaser, and which HMQ Purchase Agreement is in full force and has not bee n amended. 10.06 The Vendor covenants that it shall not agree to any amendment of the HMQ Purchase Agreement without the prior written permission of the Purchaser, which consent may be arbitrarily withheld if the Purchaser determines, acting reasonably, that such amendment would have an adverse effect on the rights of the Purchaser under this Agreement, but otherwise such consent will not be unreasonably withhe ld or unduly delay ed . Notwithstanding the foregoing, the Vendor covenants that it shall not agree to any amendment or extension to the "Closing Date" pursuant to (and as defined in) the HMQ Purchase Agreement that is not expressly provided for therein without the prior written pennission of the Purchaser, which consent may be arbitrarily withheld if the amendment or e xt ension of the "Closing Date" is afte r the Outside Date. 1 o. 07 Any information provided by the Vendor or its agents, including the Property Documents, and any comments made by any Vendor Party are for the a s sistance of the Purchaser in allowing it to make its own inquiries. The V e ndor makes no representations or warrantie s as to, and takes no responsibility for, the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. Tor#: 10245196.9 38 99 7-2007 3490650S.4 - 290 - -19 - SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or any Vendor Party. 11.02 The Purchaser represents and warrants to the Vendor that the execution, delivery and performance by the Purchaser of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Purchaser is a party are within the Purchaser's legal power and jurisdiction and, will have been duly authorized and approved by all necessary action on the part of the Purchaser. 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been, and each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. 11.04 The Vendor shall deliver and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition, subject to: (i) the Lease(s); (ii) the Development Agreements; and (iii) the Permitted Encumbrances. 11.05 As of the Closing Date, the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. 11.06 Without limiting the generality of the foregoing, the Purchaser shall comply with the terms of the Permitted Encumbrances, any agreement entered into by the Vendor with any Authority relating to the Property, all other agreements relating to public utilities and municipal services, the Land Use Regulations, all relevant municipal by-laws and all registered restrictions. The Purchaser further agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date, to the extent that such contractual obligations have been disclosed to the Purchaser as part of the Property Documents or otherwise, or are within the actual knowledge of the Purchaser. SECTION 12 INTENTIONALLY DELETED SECTION 13 INTENTIONALLY DELETED SECTION 14 TITLE 14.01 The Purchaser shall have until the expiry of the Inspection Period to investigate title to the Property at the Purchaser's expense. The Purchaser agrees not to call for the production of any title deed, abstract, survey or other evidence of title to the Lands except such as are in the possession of the Vendor. Tor#: 10245196.9 38997-2007 34906505.4 - 291 - -20 - 14.02 On the Closing Date, the Purchaser shall accept title to the Prope1ty in an As ls Where ls condition subject to the following: (a) the Land Use Regulations; (b) the Development Agreements and notices thereof; (c) the Lease(s); (d) all Community Use Land obligation pursuant to the Seaton CSA; ( e) the Participation Agreement; (f) the ROFO and Repurchase Agreement; and (g) the Permitted Encumbrances. The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements, restrictions or covenants, encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If, prior to the expiry of the Inspection Period, the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove, remedy and satisfy and which the Purchaser will not waive, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such termination or otherwise out of this Agreement and parties shall have no further obligations or liabilities hereunder. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement, or any assignment of this Agreement, or any part of either, or register a caution in relation thereto, or direct title to the Property , without, in each instance, obtaining the prior written consent of the Vendor, which consent may be arbitrarily and unreasonably withheld. Notwithstanding the foregoing, the Purchaser may, upon prior written notice to the Vendor, assign this Agreement to an Affiliate of the Purchaser but the Purchaser shall not be relieved of any of its liabilities or obligations hereunder in the event of any such assignment to an Affiliate. 15.02 If the Vendor consents to an assignment of this Agreement to a third party (the "Assignee"), the Purchaser shall cause the Assignee and the Purchaser, to covenant in writing in favour of the Tori/: 10245196.9 38997 -2007 34906505.4 - 292 - -21 - Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement. The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee, such Assignee shall provide a similar representation, warranty and Statutory Declaration as required of the Purchaser in Section I 1.01. SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall, as part of its acquisition of the Property, assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements, and it covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such Development Agreement, whether such security is to be lodged with an Authority or otherwise, upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally with the other Private Landowners, except as explicitly provided in the Development Agreements. Furthermore, the Purchaser acknowledges and agrees the assumed liabilities under the Development Agreements (including, but not limited to, all amounts required to be paid by the Purchaser on Closing pursuant to the terms of the Development Agreements) may be material in nature and the Purchaser acknowledges that it has been provided with sufficient opportunity to fully assess the nature and quantum of such assumed liabilities. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. Furthermore and for greater certainty, the Purchaser acknowledges that from and after Closing it shall be responsible for its share of the costs of all services and/or public infrastructure relating to the Lands, including, but not limited to, its proportionate share ofany front funded costs which may have been paid by any third parties prior to Closing with respect to such services and/or public infrastructure. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase I RFEA. The Purchaser agrees that at Closing, and as a condition of Closing, that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase I RFEA in respect of the Lands. The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community, whether or not the Lands are within the Phase 1 RFEA Lands, and shall take into account indexing as provided for in the Phase I RFEA. The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the "DC Credit Recovery Payment". 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City. The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA , and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore, the Purchaser acknowledges that the infrastructure projects to be funded pursuant to Tor#: 10245196.9 38997-2007 34906505.4 - 293 - -22- the Pickering FIA are Cost Shared Services under the Seaton CSA, and the costs of which are to be cost shared pursuant to the tenns of the Seaton CSA. Additionally, the Purchaser acknowledges that the Vendor has front-funded certain design, construction, inspection and contract administration of some of the following works (the "City Front-funded Works") which benefit the Lands: (a) civil servicing, including water main, sanitary sewer, storm sewer, related connections, local road works; (b) electrical and utilities, including street lighting and utility relocation; (c) landscaping, including tree clearing, boulevard works, tree planting, topsoil and sod; ( d) land acquisition and easement costs; and ( e) permits and approvals. The Purchaser acknowledges and agrees that at Closing, and as a condition of Closing, that it shall reimburse the Vendor, as an adjustment to the Purchase Price, and/or shall post such letter of credit security as is required, as determined by Sabourin Kimble & Associates Ltd., for all costs that the Vendor has incurred with respect to the Purchaser's bencfitting share of the City Front-Funded Works, as well as an estimate of any City Front-Funded Works to be completed following Closing, which reimbursement shall be determined by Sabourin Kimble & Associates Ltd., acting reasonably, based on information, allocations, methodologies and amounts disclosed to the Purchase r prior to the satisfaction or waiver of the Purchaser's conditions in Section 6.04(a); provided that no such adjustment or security shall be in duplication of any payment or security the Purchaser is required to make or give as a part of the Development Agreement Payments. 16.05 The Purchaser acknowledges that the Lands include Phase 1 RFEA Lands and, therefore, prior to the issuance of a building permit with respect to the development of such lands, unless otherwise provided for in a front ending agreement relating to Subsequent Phase development, the Purchaser will have to pay, in addition to any Attribution Development Charges payable with respect to the development of the Lands, the Attribution Prepayment applicable to the Property. The Phase 1 RFEA provides that Development Charge Credits earned by virtue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building pennits for lands that are Phase 1 RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA). Furthennore, by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a paym~nl to the Seaton Trustee in an amount to be determined by the Seaton Trustee pursuant to the tenns of the Seaton CSA, which will bring the Purchaser into a position in which the Purchaser will have funded the costs of Regional Infrastructure pursuant to the Phase 1 RF EA on the same basis as the other Private Landowners within the Seaton Community, this payment to be referred to herein as the "Private Landowner Equivalency Payment". 16.07 The Purchaser acknowledges and agrees that at Closing, it wi ll make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services Tor#: 10245196.9 38997-2007 3490(,.~05 4 - 294 - -23 - applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee, unless otherwise provided for herein, whether on a Developable Area Share or Drainage Area Share or otherwise as applicable (referred to herein as "Servicing Costs"). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA. The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee, and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. 16.09 The Seaton-Durham CSA provides for the recovery of certain costs of the construction of Regional Infrastructure that relate to the over-sizing of such services for which Development Charge Credits are not available. The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor, except for the Affidavit of Residence and Value of the Consideration ("Land Transfer Tax Affidavit"), which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. Furthermore and in addition to the foregoing amounts, the Purchaser agrees that it shall pay to the Vendor on Closing, the following amounts: (a) an amount equal to the amount of Land Transfer Tax, registration fees and any other taxes and fees payable in connection with the Vendor's purchase of the Lands from HMQ pursuant to the terms of the HMQ Purchase Agreement, which are not recoverable by the Vendor from the appropriate taxing authority; (b) all legal and other third-party expenses incurred or payable by the Vendor in connection with (i) the Transaction; and (ii) the acquisition of the Lands from HMQ pursuant to the terms of the HMQ Purchase Agreement, including, but not limited to, costs associated with any environmental site investigations performed by or on behalf of the Vendor with respect to the Lands, if any; (c) all marketing costs for which the Vendor is responsible or for which the Vendor has been required to pay in order to acquire the Lands pursuant to the terms of the HMQ Purchase Agreement, collectively, the "HMQ Acquisition Costs". The HMQ Acquisition Costs shall be set out in the statement of Adjustments. Tor#: 1024 5196.9 38997-2007 34906505.4 - 295 - ~ 24 - SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors. Unless expressly set out to the contrary herein, money must be tendered in Canadian funds by electronic wire. The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned, the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the tendering party's solicitor without the cooperation or participation of the other party's solicitor, and specifically when the tendering party's solicitor has electronically "signed" the Transfer/Deed of Land and any other closing document, if any, to be electronically registered for completeness and granted access to the other party's solicitors to same, but without the necessity for the tendering party's solicitor actually releasing such documents to the other party's solicitor for registration. SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates, utility costs, rents, legal costs, HMQ Acquisition Costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario. Such Adjustments shall be made on the basis that, except as may be otherwise expressly provided for in this Agreement: (a) the Vendor shall be responsible for all expenses and liabilities and entitled to all income from the Property up to the Closing Date; and (b) the Purchaser shall be responsible for all expenses and liabilities and entitled to aH income from the Property from and including the Closing Date. 19.02 Adjustments that cannot be detennined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonably possible. Any amounts payable by one party to the other, as determined by the parties, acting reasonably, shall be paid within thirty (30) days of the request for such payment. On the Closing Date, the Vendor and the Purchaser shall exchange undertakings to re-adjust the foregoing items, if necessary. 19.03 All Adjm,tment!'. to be made under Section 19.01 shall be completed on or before the date which is no later than six (6) months from the Closing Date and no re-adjustment may be made by either party thereafter. SECTION20 ELECTRONIC REGISTRATION 20.01 Where the Propetty is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.O. 1991, c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the exchange of closing funds, non- Tor#: 10245196.9 '.\R997-?.007 34906505.4 - 296 - -25 - registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction); and (b) be subject to conditions whereby the lawyer( s) receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada (the "Document Registration Agreement") and attached hereto as Schedule E. SECTION21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement, the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser's solicitors on or before the Closing Date, each of the following: (a) possession of the Property in an As Is Where Is condition, subject to the Lease(s), and subject to the rights of others as set out in the Permitted Encumbrances; (b) an Assignment and Assumption Agreement for the Lease(s); ( c) an Assignment and Assumption Agreement for each of the Development Agreements; ( d) an Assignment and Assumption Agreement for the Permitted Encumbrances, as applicable; (e) an Assignment and Assumption Agreement for the Participation Agreement; (f) notice to the tenant(s) or licensee(s) pursuant to the Lease(s) informing them of the sale of the Lands and directing them to make future rent payments to the Purchaser; (g) an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax Affidavit); (h) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (i) a direction regarding the payment of funds; (i) statement of Adjustments; (k) Document Registration Agreement as set out in Schedule E; (I) the ROFO and Repurchase Agreement in form attached hereto as Schedule G ; (m) a statement of the Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Tor#: 10245 196 .9 38997-2007 34906505 .4 - 297 - -26 - Servicing Costs and wire transfer instructions for the payment thereof, which statement shall be in the form attached hereto as Schedule I; and (n) such other deeds, conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement, the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor's Solicitors on or before the Closing Date: (a) confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b) confirmation of wire transfer for any Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalcncy Payment, and Servicing Costs; ( c) a certified cheque, bank draft or a confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; ( d) confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement, if applicable; (e) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f) HST Declaration and Indemnity, as contemplated in Section 4, if applicable; (g) Document Registration Agreement in the form attached as Schedule E; (h) an Assignment and Assumption Agreement for the Lease(s); (i) an Assignment and Assumption Agreement for each of the Development Agreements; G) an Assignment and Assumption Agreement for the Permitted Encumbrances, as applicable; (k) an Assignment and Assumption Agreement for the Participation Agreement; (I) the ROFO and Repurchase Agreement in the form attached hereto as Schedule G; (m) the Purchaser's Indemnity and Covenant Not to Sue in the form attached hereto as O; and (n) such other deeds, conveyances , resolutions and other documents as the Vendor or its solicitors may reasonably require in order to implement the intent of this Agreement. Tor#: 10245196.9 38997-2007 34906505.4 - 298 - -27 - SECTION 22 NOTICE 22.01 Any notice or other communication required or permitted to be given hereunder ("Notice") must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and if it is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: ifto the Purchaser at: 3200 Highway 7 Vaughan, ON L4K 5Z5 Attention: Legal Department Email: j amato @ smartcentres.com with a copy to the Purchaser's solicitors at: Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, ON M5V 317 Attention: Email: Steven Martin smartin@dwpv.com if to the Vendor at: The Corporation of the City of Pickering One The Esplanade Pickering Ontario, L 1 V 6K7 Attention: Email: Paul Bigioni, Director, Corporate Services and City Solicitor 12b igioni @ ickerin .ca with a copy to the Vendor's solicitors at: Tor#: 10245 I 96 . 9 Torys LLP 79 Wellington Street West Suite 3000 Box 270, TD Centre Toronto Ontario, MSK 1 N2 38997-2007 34906505.4 - 299 - Attention: Email: -28 - Andy Gibbons/ Nooreen Bhanji agibbons@tory s.co m / nbhanji @tory s .com or to such other address as a party designates by Notice from time to time in accordance with the foregoing. SECTION23 CONFIDENTIALITY 23.01 The Vendor and Purchaser agree to take all necessary precautions to maintain the confidentiality of the terms and conditions contained herein. The parties acknowledge that this Agreement and any information or documents that are provided hereunder may be released pursuant to the applicable provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F .31 , as amended and the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended and Open Data may be released pursuant to the Open Data Directive. This acknowledgment shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. 23.02 The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub- contractors shall, subject to Section 23.01 , maintain the confidentiality and security ofall materials and information which is the property of the Vendor and in the possession or under the control of the Purchaser pursuant to this Agreement. The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub-contractors shall not directly or indirectly disclose or use, either during or following the term of this Agreement, except where required by law, any material or information belonging to the Vendor pursuant to this Agreement, without first obtaining the prior written consent of the Vendor for such disclosure or use and in the event of termination of this Agreement, the Purchaser will be responsible for returning all such documentation and information to the Vendor without making copies. SECTION24 GENERAL 24.01 From and after the Execution Date, the Purchaser shall indemnify and save harmless the Vendor Parties from , any and all costs (including legal , consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), including, but not limited to, any such costs, claims , demands, actions, prosecutions, administrative hearings , fines, losses, damages, penalties, judgements, awards and liabilities that may result from a breach by the Vendor under the HMQ Purchase Agreement, that may arise as a result of any acts or omissions on the part of the Purchaser or any breach by the Purchaser of the terms of this Agreement. For greater certainty, the Purchaser acknowledges and agrees that the Vendor has agreed to enter into the HMQ Purchase Agreement, solely for the purposes of enabling the sale of the Lands to the Purchaser as set out in this Agreement. 24.02 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or completing any matter provided for in this Agreement may be extended or abridged by an agreement in writing, signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly authorized in this regard. If anything in this Tor#: 10245196.9 38997-2007 34906505.4 - 300 - -29 - Agreement is to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day. 24.03 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser and their respective successors and permitted assigns. The Vendor and the Purchaser acknowledge and agree that the representations, covenants, agreements, rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction, but shall survive completion and remain in full force and effect and be binding upon the parties, save and except as may be otherwise expressly provided for in this Agreement. 24.04 Whenever the singular is used in this Agreement, it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.05 This Agreement constitutes the entire agreement between the parties and there is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property, except as specifically set forth in this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. 24.06 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.07 Wherever this Agreement makes reference to a requirement for the consent or approval of the Vendor, such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. 24.08 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.09 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance, to any extent, shall be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such provisions or part thereof to any person, party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.10 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION25 IRREVOCABLE PERIOD 25.01 Signature of this offer (this "Offer") by the Purchaser to purchase the Property on and subject to the terms of this Agreement and the submission thereof to the Vendor constitutes an offer under seal , which is irrevocable for thirty (30) days from the date it is submitted to the Vendor (the Tori/: 10245 196 .9 38997-2007 34906505.4 - 301 - -30 - "Acceptance Date") and open for acceptance by the Vendor at any time on or before the Acceptance Date. This Offer, if (and only if) accepted by the Vendor on or before the Acceptance Date, shall then constitute a binding contract of purchase and sale of the Property on and subject to the terms of this Agreement. If this Offer is not accepted by the Vendor on or before the Acceptance Date, this Offer shall be null and void and of no further effect. This Offer may be made and accepted in accordance with the foregoing by electronic transmission, including electronic signature provided that the original hard copy, with original signatures is received by both parties within five (5) days of the electronic acceptance. The Purchaser, in submitting this Offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this Offer are or will be acceptable to the Vendor. [ no further text on this page] Tor#: 10245196.9 38997-2007 J4906.'i0H - 302 - IN WITNESS WHEREOF the parties hereto have executed this Agreement as evidenced by their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this 11 th day of March, 2022. SBB INDUSTRIAL (SEATON) LIMITED PARTNERSHIP, by its gene ral partner, SBB INDUSTRIAL (SEATON) GP INC. Name. Title: I/We have authority to bind the Partnership ACCEPTED BY the Vendorthis ___ day of ______ ....,2022, 't891.ll~V9WJ06505.4 THE CORPORATION OF THE C ITY OF PICKERING By: By: --------------- Name: Title: --------------- Name: Title: I/We have authority to bind the Corporation - 303 - SCHEDULE A-1 LEGAL DESCRIPTION OF LANDS Legal Description Firstly Part ofLot 24, Concession S Pickering, designated as Part 10 on Plan 40R-30896, City of Pickering, being part of PlN 26402-0167(LT) Secondly Part of Lot 24, Concession 5 Pickering, designated as Part 31 on Plan 40R-29467, SA VE AND EXCEPT Parts 5 and 6 on Plan 40R-25010, City of Pickering, being part of PIN 26402-0167(LT) Thirdly Part of the Road Allowance between Lots 24 and 25, Concession S Pickering, designated as Part 3 on Plan 40R-29474, City of Pickering, being part of PIN 26402-0096(LT) Fourthly Part of Lots 25 and 26, Concession 5 Pickering, designated as Part 6 on Plan 40R-29467, City of Pickering, being part of PIN 26386-0lS0(L T) Fifthly Part of Lots 25 and 26, Concession 5 Pickering, designated as Part 9 on Plan 40R-30896, City of Pickering, being part of PIN 26386-0180(L T) Tor#: 10245196.9 38997-2007 34906505 .4 - 304 - SCHEDULE A-2 LANDS The site plan depicting the Property below is for reference only. In the event of any inconsistency or conflict between this site plan and the legal description of the Property in Schedule A-1, the legal description in Schedule A-1 shall prevail. :· ~ ... ~o Seaton Lands -Bundle 6 Transaction 2 Tor#: 10245196. 9 38997-2007 34906505.4 - 305 - SCHEDULED PERMITTED ENCUMBRANCES (a) General Encumbrances: Tori/: 10245196.9 (i) the Leases, if any, (for greater certainty including expired leases registered against title to the Lands) and any notices of such leases registered on title to the Lands, including all easements, rights of way, restrictions, restrictive covenants, servitudes and other similar rights in land contained in the Leases, which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants' interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii) liens for real property taxes (which term includes charges, rates and assessments) or charges for electricity, power, gas, water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii) any easements, rights of way, restrictions, building schemes, licences, restrictive covenants and servitudes, rights of access or use, airport zoning regulations and other similar rights in land (including, without limitation, rights of way and servitudes for sewers, drains, gas and water mains, electrical power, telephone and cable conduits, poles, wires or cables) granted to, reserved or taken by any person which do not, in the aggregate, materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease, licence, franchise , grant, agreement or permit, subdivision, development, servicing, encroachment, site plan, parking or other similar agreement with any Authority or public or private utility; (iv) title defects or irregularities which do not, in the aggregate, materially and adversely impair the use of the Property for the purpose for which it is presently held; (v) any cost sharing, common use, reciprocal or other similar agreements relating to the use and/or operation of the Property and/or adjoining properties provided the same are complied with in all material respects and all security given by the parties thereto to each other to secure their respective obligations thereunder; (vi) any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant of the Property from the Crown; (vii) any rights of expropriation, access or use, or any other right confeJTed or reserved by or in any statute of Canada or the Province of Ontario; (viii) the provisions of all applicable laws including by-laws, regulations, ordinances, land use contracts, development agreements and similar instruments relating (without limitation) to development, use and zoning; (ix) encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands 38997-2007 34906505.4 - 306 - encroaching on the Property which do not materially and adversely affect the present use of the Property; (x) all registered and unregistered agreements, easements , rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that otherwise run with the Lands; and (xi) any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. (b) Specific Encumbrances: All instruments registered on title to the Property as of the Closing Date provided that the Vendor is not in material breach thereof and, where applicable, consent to transfer to Purchaser, if required, has been obtained, including but not limited to: 1. Notice of the Phase 1 RFEA; 2. Notice of the Pickering FIA; 3. Notice of the Seaton CSA; 4. Notice of the Seaton-Durham CSA; 5. Notice of the Participation Agreement; and 6. Notice of the ROFO and Repurchase Agreement. Tor#: 10245196.9 38997-2007 34906505 .4 - 307 - SCHEDULEC PROPERTY DOCUMENTS Lease dated as of November 25, 1981 between HMQ, as landlord, and Kenneth Saunders and Joy Saunders, the tenants, as amended by a lease amending agreement dated as of February 2, 1998 . Lease dated January 29, 2003 originally between the Vendor, as landlord, and TM Mobile Inc., together with all amendments, renewal and assignments in respect thereof. Tor#: 10245 196.9 38997-2007 34906505.4 - 308 - Tor#: 10245196.9 38997-2007 34906505.4 SCHEDULED INTENTIONALLY DELETED - 309 - SCHEDULEE DOCUMENT REGISTRATION AGREEMENT BETWEEN: <> (hereinafter referred to as the "Vendor's Solicitor") AND: <> (hereinafter referred to as the "Purchaser's Solicitor") RE: The Corporation of the City of Pickering (the "Vendor") sale to<> (the "Pu rchaser") of the property legally described as<>, City of<>, being the whole of PIN <>(LT) (the "Property") pursuant to an Agreement of Purcha'le and Sale between the Purchaser, as purchaser, und the Vendor , as vendor, dated<> and accepted<> (the "Purchase Agreement"), scheduled to be completed on<> (the "Closing Date") Holding Deliveries In Escrow Advising of Concerns with Deliveries FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged), the parties hereto hereby undertake and agree as follows: 1. The Vendor's Solicitor and the Purchaser 's Solicitor shall hold all funds, keys and closing documentation exchanged between them (the "Requisite Deliveries") in escrow , and shall not release or otherwise deal with same except in accordance with the terms of this Agreement. Both the Vendor 's Solicitor and the Purchaser's Solicitor have been authorized by their respective clients to enter into this Agreement. Once the Requisite Deliveries can be released in accordance with the terms of this Agreement , any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lender.1 2. Each of the parties hereto shall notify the other as soon as reasonably possible following their respective receipt of the Requisite Deliveries (as applicable) of any (fofoct(s) with respect to same. 1So!icitors should continue lo refer to the Law Society of Upper Canada practice guidelines relating to recommended proc edures to follow for the discha rge of mortgages. Tor/I : !0245196.9 3 8 997-2007 34 90650 5 .4 - 310 - Selecting Solicitor Responsible for Registration Responsibility of Non-Registering Solicitor Responsibility of Registering Solicitor Release of Requisite Deliveries by Non-Registering Solicitor Tor#: 10245196.9 38997-2007 34906505.4 3. The Purchaser's Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined) unless the box set out below indicating that the Vendor's Solicitor will be responsible for such registration has been checked. For the purposes of this Agreement, the solicitor responsible for such registration shall be referred to as the "Registering Solicitor" and the other solicitor shall be referred to as the "Non-Registering Solicitor": Vendor's Solicitor will be registering the Electronic D Documents 4. The Non-Registering Solicitor shall, upon his/her receipt and approval of the Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of: a) the registration of the Electronic Documents; b) the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows ~---a.m./p.m. on the Closing Date] (the "Release Deadline"), and provided that notice under paragraph 8 below has not been received; or c) receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. If the Purchase Agreement does not specify a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m. on the Closing Date. 5. The Registering Solicitor shall, subject to paragraph 7 below, on the Closing Date, following his/her receipt and approval of the Requisite Deliveries (as applicable), register the documents listed in Schedule A annexed hereto (referred to in this agreement as the "Electronic Documents") in the stated order of priority therein set out, as soon as reasonably possible once same have been released for registration by the Non-Registering Solicitor, and immediately thereafter notify the Non-Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). 6 Upon registration of the Electronic Documents and notification of the Non-Registering solicitor in accordance with paragraph 5 above, the Non- Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. - 311 - Returning Deliveries where Non-registration Counterparts &Gender Purchase Agreement Prevails if Conflict or Inconsistency Telefax.ing Deliveries & Providing Originals if Requested 7. Any of the parties hereto may notify the other party that he/she does not wish to proceed with the registration 2 of the Electronic Documents, and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documenls, then each ofthc parties hereto shall forthwith return to the other party their respective Requisite Deliveries. 8. This agreement may be signed in counterparts, and shall be read with all changes of gender and/or number as may be required by the context. 9 . Nothing contained in this agreement shall be read or construed as altering the respective rights and obligations of the Purchaser and the Vendor as more particularly set out in the Purchase Agreement, and in the event of any conflict or inconsistency between the provisions of this agreement and the Purchase Agreement , then the latter shall prevail. 10. This agreement (or any counterpart hereof), and any of the closing documents hereinbefore contemplated, may be exchanged by telefax or similar system reproducing the original , provided that all such documents have been properly executed by the appropriate parties. The party transmitting any such document(s) shall also provide the original executed version(s) of same to the recipient within 2 business days after the Closing Date, unless the recipient has indicated that he/she does not require such original copies. Dated this ___ day of<>, 20 _ Dated this __ day of<>, 20 _ Name/Finn Name of Purchaser 's Soli~itor Name/Firm Name of Vendor's Solicitor <> <> (Signature) (Signature) Note: This version of the Document Registration Agreement was adopted by the Joint LSUC-CBAO Committee on Electro11ic Registration of Title Documents on March 29, 2004 and posted to the web site on April 8, 2004. 2 For the purpo se of this Agreement, the term "registration" shall mean the issuance of registration number( s) in respect of the Electronic Documents by the appropriate Land Registry Office . Tor#: 10245196.9 38997-2007 34906505.4 - 312 - Schedule "A" 1. Transfer from <> to <>. 2. Notice of ROFO and Repurchase Agreement in favour of The Corporation of the City of Pickering. Tori/: 10245 I 96.9 38997 -2007 34906505.4 - 313 - Tor#: 10245196.9 38997-2007 34906505.4 SCHEDULEF INTENTIONALLY DELETED - 314 - BETWEEN: RECITALS: SCHEDULEG ROFO AND REPURCHASE AGREEMENT THE CORPORATION OF THE CITY OF PICKERING -and- SBB INDUSTRIAL (SEATON) LIMITED PARTNERSHIP, by its general partner, SBB INDUSTRIAL (SEATON) GP INC. A. The Corporation of the City of Pickering (the "City") has entered into an agreement of purchase and sale dated as of ______ (the "HMQ Purchase Agreement") with Her Majesty The Queen in Right of Ontario, as represented by The Minister of Infrastructure, (the "Province") for the purpose of acquiring the fee simple to the property (the "Property") described in Appendix "A" to this ROFO and Repurchase Agreement (the "Agreement"). B. The City has entered into an agreement of purchase and sale dated as of ______ (the "Sale Agreement") with SBB Industrial (Seaton) Limited Partnership (the "Initial Transferee") in order to immediately following the completion of the transactions contemplated pursuant to the HMQ Purchase Agreement (the "HMQ Closing") to sell the fee simple interest in the Property to the Initial Transferee. C. On the HMQ Closing, the Province and the City entered into a participation agreement (the "HMQ Participation Agreement") as was required pursuant to the HMQ Purchase Agreement. D. On the completion of the transactions contemplated pursuant to the Sale Agreement the Initial Transferee: (a) assumed the obligations of the City in the HMQ Participation Agreement and agreed to be bound by the terms of thereof in respect of the Property, as was required pursuant to the HMQ Participation Agreement; and (b) entered into this Agreement with the City as was required pursuant to the Sale Agreement. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth, the transfer of the Property from the City to the Transferee and other good and valuable consideration, the parties hereto agree as follows: 1. For the purposes of this Agreement: "Affiliate" means a wholly owned subsidiary of the Transferee. "Base Amount" means, subject to paragraph 10, [NTD-enter purchase price] in respect of the Property, as such purchase price was adjusted pursuant to the Sale Agreement and, if applicable, is Tor#: 10245196.9 38997-2007 34906505.4 - 315 - -2 - recalculated based on a pro-rata basis in accordance with paragraph 2 below in respect of any portion oflhe Property. "Business Day" means any day on which the Government of Ontario normally conducts business. "Closing Date" means the date upon which the Property is transferred by the City to the Initial Transferee pursuant to the Sale Agreement, being <<Enter Closing Date>>. "Development Agreements" has the meaning ascribed thereto in the Salt: Agreement. "Eligible Expenses" means, subject to paragraph I 0, in respect of a Sale Interest, the aggregate of the following: (a) I 00% of the cumulative total of all hard and soft costs incurred in respect of capital improvements (as capital is detennined in accordance with generally accepted accounting principles) made by or on behalf of the Transferee to the Sale Interest from and after the Closing Date; (b) reasonable legal and accounting fees paid by the Transferee in disposing of the Sale Interest; and (c) any amounts paid by the Transferee pursuant to the terms of the Development Agreements in respect of the Sale Interest, less any amounts which the Transferee may have received by way of development credits or otherwise in respect of the Sale Interest, during the period of the Transferee's ownership of the Sale Interest. "Sale Price" means, in respect of a Sale Interest that is acquired by a Third Party purchaser from a Transferee, the value in lawful money of Canada of all consideration and benefit paid or agreed to be paid for the Property or portion thereof, including all buildings and improvements, by such Third Party purchaser dealing with the Transferee, including the value of all chattels situate thereon which are then owned by the Transferee and which are intended to pass on such sale transaction and the value of any encumbrances or mortgages assumed by such purchaser or taken back as part of the consideration for s uch sale transaction. "Substantial Completion" means substantial performance of the New Building in accordance with the Construction Act (Ontario), as amended. ''Term" means the period commencing on the date hereof and expiring on the earlier of (i) the date on which the New Building has reached Substantial Completion; and (ii) the date which is five (5) years following the date hereof. "Third Party" means, in respect of a Person, another Person that is not at arm's length to such Person or who is not an Affiliate of such Person. "Transferee" means the Initial Transferee and any successor in title to the Property during the Term. 2. In the event of a sale or proposed sale of all or any portion of the Property (the "Sale Interest") by the Transferee to a Third Party at any time during the Term, at the option of the City, subject to Tor#: 10245 196.9 38997-2007 34906505.4 - 316 - - 3 - paragraph 8(a) the City shall have the right to repurchase the Sale Interest at a purchase price equal to: (a) if the Permits have not been obtained by the Transferee , an amount equal to the purchase price determined pursuant to paragraph 4, mutatis mutandis; or (b) if the Permits have been obtained by the Transferee, but the New Building has not reached Substantial Completion: an amount equal to the Base Amount plus the Eligible Expenses in respect thereof, (as such purchase price is calculated in accordance with this paragraph 2, the "P u rchase Price") and otherwise on the terms and conditions set out in this paragraph 2. In determining the Base Amount for a Sale Interest that is a portion of the Property , the Base Amount shall be adjusted and calculated on a pro-rata basis based on the acreage of such portion being transferred, as shown by evidence (e.g. a reference plan) provided by the Transferee to the City at no cost to the City , to the reasonable satisfaction of the City. With respect to any capital improvement costs or other costs or expenses involved in the calculation of the Purchase Price or price at which the City is to repurchase the Sale Interest in accordance with this Agreement, the Transferee shall provide all documents, records and invoices in sufficient detail , at no cost to the City, to allow analysis and approval of such calculation(s) by the City, acting reasonably. 3. If the Transferee intends to sell the Sale Interest to a Third Party , or otherwise market for sale the Sale Interest to Third Parties, the following shall apply: (a) The Transferee shall give a notice (the "Sale Notice") to the City , which Sale Notice shall state such intentions, and shall contain an offer to sell to the City the Sale Interest at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2. (b) Subject to paragraph 8(a), the City shall have the right, exercisable by notice in writing given to the Transferee within 90 days following receipt of a Sale Notice (the "Offer Period") to elect to: (i) purchase the Sale Interest (the "Acceptance Notice") at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2; or (ii) not to purchase the Sale Interest (the "Rejection Notice"). ( c) If within the Offer Period, the City delivers an Acceptance Notice to the Transferee, subject to paragraph 8(a), there shall be created at such time, automatically and without any further action or automatically and without any further action or documentation, an agreement of purchase and sale between the City and the Transferee pursuant to which the Transferee agrees to sell to the City, and the City agrees to purchase from the Transferee, the Sale Interest at the Purchase Price and on the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements, provided that: (i) Closing will occur on the date which is 60 days after the City delivers the Acceptance Notice; (ii) if the Sale Interest is subject to one or more tenancies with Third Party(ies), such tenancies shall be assigned to the City, and the Purchase Price shall be subject to customary adjustment in respect thereof, all of which tenancy provisions shall be on terms and conditions customary for tenanted industrial property in the Greater Toronto Area; and Tor#: 10245196.9 38997-2007 34906505 .4 - 317 - - 4 - (iii) such agreement of purchase and sale shall not be subject to the City obtaining any required approvals, it being agreed that any such approvals shall be sought and obtained prior to the City delivering an Acceptance Notice; further provided that if such agreement of purchase and sale terminates due to the City's default thereunder, the City shall be deemed to have delivered a Rejection Notice upon the occurrence of such termination. (d) If no notice is delivered by the City pursuant to paragraph 3(b), or if paragraph 8(a) applies, the City shall be deemed to have delivered a Rejection Notice. (e) If the City delivers, or is deemed to have delivered, a Rejection Notice, the Transferee may sell the Sale Interest to any Third Party at such purchase price and on such terms and conditions it agrees to, in its sole and absolute discretion, with such Third Party; provided that if a sale of the Sale Interest does not occur within 180 days following date of delivery or deemed delivery of a Rejection Notice, the Transferee must again comply with this paragraph 2 in respect of any future proposed sale of all or any part of the Property. 4. In the event that the Transferee has failed to: (a) obtain and deliver copies to the City, of all development approvals, building permits and other third permits or consents required by Applicable Law from the City or other appropriate Authority to commence construction on the Property a building of not less than 100,000 square feet (the "New Building", and such approvals, permits and consents, the "Permits"); and (b) commence construction of the New Building, on or before the fifth anniversary of the date of this Agreement provided that any such delays are not as a result of the City or other appropriate Authority unreasonably refusing to issue the necessary Permits or taking unreasonable delays in issuing such Permits, following receipt of a complete application by the Transferee for the same, then at any time, and from time to time, after the fifth anniversary of the date of this Agreement, subject to paragraph 8(b ), the City shall have the right, but not the obligation, upon written notice during the Repurchase Notice Period to the Transferee of its intention to repurchase the Property (the "Repurchase Notice"), to repurchase the Property, for a purchase price equal to: (i) the Base Amount; plus (ii) any amounts paid by the Transferee pursuant to the terms of the Development Agreements in respect of the Sale Interest, less any amounts which the Transferee may have received by way of development credits or otherwise, during the period of the Transferee's ownership of the Property; 5. If the City delivers the Repurchase Notice to the Transferee during the Repurchase Notice Period, subject to paragraph 8(b), there shall be created at such time, automatically and without any further action or documentation, an agreement of purchase and sale between the City and the Transferee pursuant to which the Transferee agrees to sell to the City, and the City agrees to purchase from the Transferee, subject to all required approvals to be obtained within 90 days, the Property at the price calculated in accordance with paragraph 4 and substantially consistent with the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements, but Tor#: 10245196.9 38997-2007 34906505.4 - 318 - -5 - otherwise to be a in a form agreed to by the City and Transferee, each acting reasonably , provided that: (a) Closing will occur on the date which is 60 days after the City delivers the written notice that it has received all required approvals; and (b) the Transferee shall return the Property to the City in its original condition it was in immediately prior to the transfer of the Property from the City to Initial Transferee and, if applicable , the Transferee shall have the obligation to restore the Property to such condition at no cost to the City. Any delivery of the Repurchase Notice following the expiry of the Repurchase Notice Period shall be null and void, and no agreement of purchase and sale shall be created upon such delivery. In this Agreement, "Repurchase Notice Period" means the period commencing on the day following the fifth anniversary of the date of this Agreement and , subject to paragraph 8(b), ending on the 90 th day following such day. 6. The Transferee acknowledges that the City may be required to obtain certain approvals to exercise any of the options under this Agreement. 7. The City and the Transferee agree and acknowledge that the provisions of paragraph 2 shall not be applicable to (and none of the following shall constitute a sale or transfer for the purposes hereof), and the Transferee shall be entitled to do each of the following without triggering the provisions of paragraph 2: (a) any transfer or sale of a Sale Interest by the Transferee to an Affiliate of the Transferee provided that the Transferee provides the City with 15 days prior written notice of such transfer and provided that each such transferee assumes the obligations of the Transferee in compliance with paragraph IO below; in the event of such a transfer or sale the Eligible Expenses of such Transferee in regard to such Sale Interest shall be deemed to be the sum of the costs of such Affiliate and of its affiliated Transferee from which it acquired such Sale Interest; or (b) any bona fide mortgage or encumbrance of the Property or any part thereof in favour of a Third Party to secure the repayment of borrowings by the Transferor to the extent such borrowings are in respect of the acquisition and/or improvement of the Property or any part thereof and for no other purpose or property; or ( c) a sale by a bona fide Third Party mortgagee of the Property or any part thereof referred to in paragraph (b) above, provided however that such Mortgagee and the City, each acting reasonably, enter into an acknowledgement and assumption of this Participation Agreement, which acknowledgement and assumption shall not provide for a right of repurchase for the Province upon such sale, but shall require that any transferee of the Property or part thereof from such mortgagee enter into an assumption agreement in compliance with paragraph 9 below. 8. The City acknowledges and agrees that the rights of the City under this Agreement are subordinate in all respect to the rights of the Province pursuant to the HMQ Participation Agreement. Accordingly: (a) if the Province validly delivers an "Acceptance Notice" pursuant to (and as defined in) the HMQ Participation Agreement in respect of a Sale Interest, then upon such delivery: (i) the Offer Period hereunder shall immediately expire; (ii) the City shall be deemed to have delivered a Rejection Notice hereunder in respect of such Sale Interest; and (iii) if applicable, any agreement and purchase and sale in respect of such Sale Interest created Tor#: 10245196.9 38997-2007 34906505.4 - 319 - -6- hereunder by the prior delivery of an Acceptance Notice by the City shall be null and void and of no further force or effect; and (b) if the Province validly delivers a "Repurchase Notice" pursuant to (and as defined in) the HMQ Particlpation Agreem~nt, then upon such delivery: (i) the Repurchase Notice Period hereunder shall immediately expire; and (ii) if applicable, any agreement and purchase and sale in respect of the Property created hereunder by the prior delivery of a Repurchase Notice by the City shall be null and void and of no further force or effect. For certainty, and notwithstanding any provision of this Agreement, the Sale Agreement, the HMQ Participation Agreement and/or the HMQ Purchase Agreement, the City does not have any right to participation in any "Profit" (as defined in the HMQ Participation Agreement) or any other amounts payable by a transferee of a Sale Interest, it being agreed that the right of participation in such Profit is as between the City and the Province, the sole right of the Province pursuant to the HMQ Participation Agreement. 9. On the Closing Date the Transferee will register in the appropriate land registry office a Notice of this Agreement on title to the Property immediately following the transfer to the Transferee and prior to any mmigage or other instrument ( other than Pennitted Encumbrances pursuant to, and as defined in, the Sale Agreement, including notice of the HMQ Participation Agreement). 10. The Transferee acknowledges that the provisions of this Agreement run with title to the Property, and the Transferee covenants not to sell, transfer or otherwise alienate the Property or any part thereof to any affiliated entity or any third party unless such transferee agrees in writing to assume the obligations of the Transferee herein and be bound by the terms of this Agreement in respect of the Property or such part thereof, as the case may be, in a form satisfactory to the City, acting reasonably. I I . In the case of sale of a Sale Interest by a Transferee to a Third Party during the Term: (A) the Eligible Expenses in respect of such Sale Interest shall be the relevant costs incurred by such Transferee dwing its period of ownership of such Sale Interest that are captured by the definition of "Eligible Expenses"; and (B) the Base Amount in respect of such Sale Interest shall be the Sale Price paid by such Transferee in respect thereof, calculated based on a pro-rata basis in accordance with paragraph 2 above in respect of any portion of the Property if applicable. 12. Any notice or other communication required or permitted to be given hereunder ("Notice") must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and if it is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: ifto the Transferee at: Tor#: 10245196.9 3200 Highway 7 Vaughan, ON L4K SZS 38997-2007 3490650S.~ - 320 - -7 - Attention: Legal Department Email: j amato@smartcentres.com with a copy to the Transferee's solicitors at: Davies Ward Phillips & Vineberg LLP 155 Wellington Street West Toronto, ON M5V3J7 Attention: Email: Steven Martin smartin@dwpv.com if to the City at: The Corporation of the City of Pickering One The Esplanade Pickering Ontario, L 1 V 6K7 Attention: Email: Paul Bigioni, Director, Corporate Services and City Solicitor gb igi oni @gickering.ca with a copy to the City's solicitors at: Torys LLP 79 Wellington Street West Suite 3000 Box 270, TD Centre Toronto Ontario, M5K 1 N2 Attention: Andy Gibbons/ Nooreen Bhanji Email: a s .com I nbhan ·i tor s.c om or to such other address as a party designates by Notice from time to time in accordance with the foregoing. 13. This Agreement may be executed and delivered in counterparts and any such counterpart may be delivered in its original form or by facsimile transmission and each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same Agreement. 14. This Agreement shall be binding upon, and enure to the benefit of the Transferee and the City and their respective successors and permitted assigns. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK-SIGNING PAGE FOLLOWS] Tor#: 10245196.9 38997-2007 34906505.4 - 321 - - 8 - DATED the <<Day>>, day of <<Month>>, <<Year>>. DATCD the <<Day>>, day of <<Month>>, <<Year>>. Tor#: 10245196 .9 3 8997 -2 UU 7 3490650 5 .4 SBB INDUSTRIAL (SEATON) LIMITED PARTNERSHIP, by its general partner, SBB INDUSTRIAL (SEATON) GP INC . Per: Name: Title: 8y : Name : Title : I/We have authority to bind the Partnership. THE CORPORATION OF THE CITY OF PlCKER JNG Per: Name : Titl e: By: Name: Title: - 322 - - 9 - APPENDIX "A" J Tor#: 10245196.9 38997-2007 34906505.4 - 323 - SCHEDULEH P URCHASER'S ENVIRONMENT AL I NDEMNITY AND COVENANT NOT TO SU E TO: The Corporation of the City of Pickering (the "Vendor") AND TO: <<Purchaser's Solicitor Name and/or Law Firm Name>>, its solicitors RE: <<Purchaser(s) Name>> (the "Purchaser") purchase from the Vendor of the property legally described as <<Legal Description>>, being <<the whole OR part>> of PIN <<Enter PIN>> (LT) (the "Property") pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as venc.lur, accepted <<Date Offer Accepted>>, as may be amended from time to time (the "Purchase Agreement") In consideration the closing of the Transaction and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged: 1. The Purchaser agrees to accept, assume and take title the Property and any improvement thereon in an "As Is Where Is" condition in accordance with Section 5 of the Purchase Agreement. 2. The Purchaser acknowledges and hereby agrees to indemnify and save harmless the Vendor and its employees, directors, officers, appointees and agents from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties,judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with E nvironmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall spec ifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 3. The Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser forever releases and covenants not to sue the Vendor and its employees, directors, officers, appointees and agents with respect to anything ari sing out of the environme ntal or any other condition of the Property or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property, regardless of whether such environmental conditions or Tor#; 10245196.9 3 8997-2007 34 906505.4 - 324 - -2 - the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser's Reports or any other report, document or information discovered during the course of the Purchaser's due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. 4. This Indemnity shall not merge but shall survive the Date of Closing and shall be continuing obligation of the Purchaser. 5. Unless otherwise defined herein, all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 6. The provisions of this Purchaser's Environmental Indemnity and Covenant Not to Sue shall enure to the benefit of the Vendor and its successors and assigns and shall be binding upon the Purchaser and its successors and permitted assigns. DATED as of the ____ day of <<Month>>, <<Year>>. Tor#: 10245 196 .9 38997 -20 07 34906505.4 <<PURCHASER(S) NAME>> Per: Per: Name: <<Individual Signing Documents for Corporation>> Title: <<Title>> Name: <<Individual Signing Documents for Corporation, ifthere is a second person>> Title: <<Title>> I/We have the authority to bind the Corporation. - 325 - SCHEDULE I ST A TEMENT OF DEVELOPMENT AGREEMENT PAY M.ENTS RE: The Corporation of the City of Pickering (the "Purchaser") s/t SBB Industrial (Seaton) Limited Partnership [INSERT LEGAL DESCRIPTION) Closing Date: Development Agreement Payments to Vendor under Section 16.03 and 16.07 DIC Credit Recovery Payment Servicing Costs (Veridian) Seaton CSA $ $ $ Development Agreement Payments to Applicable Trustee under Section 16.06 Private Landowner Equivalency Payment $ Se~onCSA $ Seaton-Durham CSA $ Development Agreement Security under Section 16.01 Phase I RFEA Seaton CSA Seaton-Durham CSA TOTAL AMOUNT All without duplication. E.&O.E. Tor#: 10245196 .9 38997-2007 34906505.4 $ Drawdown LC w/ Region of Durham $ Security w/ Region of Durham $ $ $ - 326 - SCHEDULE A-2 SKETCH OF LANDS Attachment #3 to Report LEG 11-22 ...,-• 0n1.., ... o Seaton Lands -Bundle 6 Transaction 2 - 327 - At t a c h m e n t # 4 t o R e p o r t L E G 1 1 - 2 2 _c u L 5 0 0 / rn 0 0 / ;::J- o,: D f-- / 3: ARKING SPACES 3400mm 1'11DE x 5300mm (TYPE A) 1500mm WIDE x 5300mm SHARED AISLE 2400mm 1'11DE x 5300mm {TYPE B) .... O.B.C. 3.8.1.3. (4) SIDEWALK ACCESSIBLE TYPE A TYPE B ACCESSIBLE TYPE A +.I'---34DO --U150·,.,, _J,__ 2400 -~ DISABLED PARKING PERMIT SIGNS {RB-93) WALL MOUNTED TO BE INSTALLED AS NOTED. MAINTAIN MIN 1100mm CLEAR TO CURB PER O.B.C. 3.8.3.2. {1){C) ACCESSIBLE TYPE A TYPE B hi'---3400 ----ll150 2400 SIDEWALK ACCESSIBLE TYPE A 150Cl' --J,___ 3400 -+-17"1 50 TYPE B TYPE B 2400 _B_A_R_R_I E_R_F_R_E_E_P_:c'-A~-, _K_I N_G_ 1 ,, 0 ----< 0 @ SOUTH LIMIT OF PICKERING EMPLOYMENT LANDS EXPRESS TOLL ROUTE (TOLL ROAD) HWY 407 SITE PLAN NOTES [TI PROPERTY LINE [TI 2.6m x 5.3m PARKING STALL, PAINTED PARKING STRIPING PER CITY OF PICKERING MUNICIPAL STANDARDS. [I] PRINCIPAL ENTRANCE -TENANT FIT-UP SUBJECT TO INTERIOR AL TERA llON PERMIT [}J 1800mm MIN. WIDE SIDEWALK TYPICAL U.N.O [I] DRIVE-IN RAMP, SEE CIVIL DRA'MNGS FOR SLOPE % [TI CURB RAMP -SEE DETAIL 2/A1.0 [I] CONCRETE APRON -SEE CIVIL DRA'MNGS []J LANDSCAPE AREA -SEE LANDSCAPE DRAWINGS [TI TYPICAL ACCESSIBLE PARKING STALLS, PAINTED PARKING SlRIPING PER TRAFFIC AND PARKING BY-LAW 6604/05. TYPE "A" STALL TO HAVE 3.4m WIDE X 5.3m LONG AND TYPE "8" STALL TO HAVE 2.4m WIDE X 5.3m LONG, WITH A 1.5m WIDE PAINTED BARRIER FREE AISLE AND SIGNAGE REFER TO ONTARIO INTEGRATED ACCESSIBILITY STANDARDS. [IQ] RETAINING WALL. SEE CIVIL DRAWINGS (JI] CONCRETE DOLLY PAD AT lRAILER STALLS (JI] 150mm WIDE CURB TYPICAL [IT] FIRE DEPARTMENT CONNECTION / SIAMESE (JI] PAINTED PEDESlRIAN PATH (JI] ACCESSIBLE PARKING SIGNAGE (JI] RESERVED [j]:] HATCHED AREA DENOTES HEAVY DUTY ASPHALT. TYPICAL FOR ALL AREAS REQUIRING FIRE lRUCK OR TRACTOR lRUCK ACCESS. (JI] EXTERIOR STEEL STAIRS W/ TUBE STEEL GUARDRAIL, TYP. []QJ TRUCK LOADING DOCK, TYP. []j] lRAILER PARKING STALL (][] EXISTING MUNICIPAL SIDEWALK. SEE Cl~L DRAWINGS [TI] FIRE ACCESS ROUTE. MIN. 12.0m TURNING RADIUS CE] RESERVED (][] PROPOSED BICYCLE PARKING SPACES. EACH BICYCLE PARKING SPACE SHALL BE 600mm X 1800mm MIN. IN SIZE [}§J EXISTING FIRE HYDRANT (]D EXISTING ROGERS CELL TOWER & ENCLOSURE ~ HATCHED AREA RESERVED FOR lRUCK MANEUVERING 00 PROPOSED GARBAGE AREA WITH ENCLOSURE [}Q] LOCATION OF FUTURE DEMISING WALL/CORRIDOR DI] TEMPORARY TURNING CIRCLE [][j FUTURE SlREET A EXTENSION QI) ARMOUR STONE WALL. SEE Cl~L DRAl'.1NGS - 0 0 0 0 ® ® 1.5m CON 51 W/ILK 26.3 -461),..--...._ CONC STM a LO % 5rn o~c SI l>.l ... , ' \ 27 x- • • ),< X .-:-~2590 x-- \ ~ \ I Ii \1. .\\ \\ . Ii 0 . I. 11. .\\ l't . II. .. ii \\. Ii OVERALL SIT PLA SCAL : 1: 75 I.Br,, CONC SIDEWALK '\ ~ " ~ \~ ~ ' \~ \ \ ' \ I N CONSTRUCTION N RlH TRUE ORlH PAVEMENT RESERVED TOP FACE OF CURB. DEPRESSED CURB TRUNCATED DOMES WITH A HEIGHT OF 4.5-5.5mm, BASE DIAMETER OF 21-25mm REGULAR SPACING PAffiRN AT 55-65mm ON CENTRE A MINIMUM 600mm WIDE SECTION DETECTABLE WARNING SURFACE SHALL 3 BE PR0"4DED WHEN FLAT TRAVEL SURFACE ADJOINS A VEHICULAR WAY (0mm CURB FACE) -!-A~-, 9-.T~-s. S_S_I B_L_E_C_U_R_B_R_A_M_P ____ __,0 LAU I IUN: It-I HI~ ~Ht:t: I I~ NU I ~4"X~tf' 11 I~ A Kt:UULt:U jJKIN I PROJECT DATA ITEM PROPOSAL ZONING CATEGORY PEG LOT AREA (m'I 53,386.20 TOTAL GROSS FLOOR AREA (m'I 22,417.40 LOT COVERAGE% REQUIRED FRONT YARD SET BACK (m) REQUIRED HWY 407 SETBACK (m) REQUIRED INTERIOR SIDE YARD SET BACK (m) WEST LANDSCAPE BUFFER (ml SOUTH LANDSCAPE BUFFER (ml EAST LANDSCAPE BUFFER (ml NORTH LANDSCAPE BUFFER (m) BUILDING FLOOR AREA TENANT A (OFFICE) TENANT A (WAREHOUSE) TENANT A TOTAL TENANT B (OFFICE) TENANT B (WAREHOUSE) TENANT B TOTAL · TOTAL AREA PARKING REQUIREMENT DOCK STATICS DOCK-HIGH DOORS GRADE LEVEL DOORS PARKING INDUSTRIAL< 2,000 m2 PARKING INDUSTRIAL> 2,000 m2 PARKING OFFICE (3.5/100 m'I TOTAL NO. OF PARKING SPACES ACCESSIBLE PARKING SPACES TYPE "A": 3.4 m X 5.3 m TYPE "B": 2.4 m X 5.3 m + 1.5 m WALKWAY BICYCLE PARKING SPACE MIN. 0.6m x 1.8 m SITE LEGEND ,---7 I I L ___ _J [::::::::;:] NEW HEAVY DUTY PAVEMENT (HATCHED) NEW LANDSCAPED AREA (HATCHED) 5 14 32.5 3.4 10.3 3 14 1,200.00m' 9,246.47m 2 10,446.47m 2 1,200.oom' 10,770. 93m' 11,970. 93m 2 ZZ,417.4Dm' PROPOSED 195 4 TYPE "A" & 4 TYPE "B" 32 2 12 FIRE ACCESS ROUTE WllH 12.0M TURNING RADIUS 0 D.C. TRUCK LOAOING DOCK DOOR MAN DOOR GRADE LEVEL lRUCK DOOR 1500mm WIDE DEPRESSED OJRB FOR ACCESSIBLE PARKING AND PEDESTRIAN ACCESS -REFER TO DETAIL 2/A1.0 EXISTING PEG N/A 5 14 1.5 TBD TBD TBD TBD 12,917 ft 2 99,528 ft' 112,445 ft' 12,917 ft 2 115,937 ft' 128,854 ft 2 241,299 ft 2 REQUIRED 20 91 84 195 4 TYPE "A" & 3 TYPE "B" N/A N/A TBD >-• K) FlRE DEPT CONNECTIDN (VERIFY LDCATIDN 'MlH CML DRA'MNGS) PROPOSED FIRE HYDRANT (VERIFY LOCATICXII WllH aVIL DRAWINGS} --0 PROPOSED WALLPACK LIGHTING (VERIFY LOCATION 'MlH ELECTRICAL DRA'MNGS) PROPOSED LIGHTING POLE (VERIFY LDCATION 'MlH El£CTRICAL DRA'MNGS) TRANSFORMER LOCATIDN CURRENT PROPERTY LINE Q M.H DENOTES MANHOLE □ C.B PROPOSED CATCH BASIN NOTE: DEVELOPMENTS CONNECTING INTO THE TEMPORARY TURNING CIRCLE ARE REQUIRED TO OVERLAY ENTIRE ROAD SURFACE WITHIN THE TURN IN G CIRCLE. PAVEMENT DES IGN j_ ID 2% (~IN.) f R.O.W. i ..--2,. I 2%-2" (MIN.) I 35mm HL-3, ASPHALT SURFACE COURSE 50mm Hl-8, ASPHALT BASE COURSE 150mm GRANULAR 'A' 300mm GRANULAR 'B' ~ TEMPORARY co,:m cuss::; BASE CURB SECTION 'A-A' ~ EASEMENTS AS REQUIRED ----=='~~t:::=----;-., ~ TYPE "B" Tl====:."='~=::;:""~'::::::::::==::::::;-!j---------''----------jjti~ 1.5m CONC. SI DEWALK : 1~---,~,m-c~o-,c-.~s,o~~-,-LK--------~~====~ STREET UNE SIDEWALK BARRICADE AS REQU IRED All dimensions are In mlll!metres unless otherwise noted, -JA-~:M_N_T-~_O_RA_R_Y_T_U_R_N_IN_G_C_IR_C_L_E _ ____,0 w jE is l;l WARE MALCOMB Leading Design for Commercial Real Estate architecture planning interiors graphics civil engineering 180 bass pro mills drive. unit 103 vaughan. ontario. L4K 5W9 p 905.760.1221 f 905.248.3344 a busineoo 11ll1I1'! of WMA Inc. ~ SMARTCENTRES® /: 15 1; il' w jE REAL ESTATE INVESTMENT TRUST Cl) Cl) Wo c:t:z <( r <C ~ (9 0 <( z _J NZ z UJ -<( wz z 0:: (.) -UJ ~ ...J 0 ~o UJ ~ 0:::: (.) 0 -~ -a.. ct: r Cl) z <C <C 0 ~w Cl) Cl) z 0 e= <( z Cl "' 0 (/) 0 "' i z ct'. <( <( "' > <( w ...J ct'. w !); "' a.. "' "' w e e Cl Cl I-w w => => CJ) (/) (/) (/) (/) "' N -Cl I I F'! 5 ..., 0 <( J, J, Cl N N 0 0 N N PA / PM: R.BARDALEZ DRAWN BY: ET JOB NO.: TOR21-0109-00 SHEET A1 .0 - 328 - Report to Council Report Number: LEG 12-22 Date: May 24, 2022 From: Paul Bigioni Director, Corporate Services & City Solicitor Subject: City of Pickering Sale to Caplink Acquisitions Limited -Seaton Employment Lands, 149.9 acres comprising Provincial Bundle 8, Parcels 1 and 2 -File: L-4610-005-22 Recommendation: 1.That Council approve the following Agreements, subject to minor revisions acceptable to the Director, Corporate Services & City Solicitor and the Chief Administrative Officer: (a)Agreement of Purchase and Sale dated May 3, 2022, whereby the City has agreed to purchase approximately 149.9 acres of Seaton employment lands from Her Majesty the Queen in Right of Ontario as represented by the Minister of Government and Consumer Services; and (b)Agreement of Purchase and Sale whereby the City has agreed to sell the same parcel of Seaton employment lands to Caplink Acquisitions Limited; 2.That Council authorize the Chief Administrative Officer to waive the conditions in section 6.04 of the Agreement referred to in 1(a) above if and when Caplink Acquisitions Limited waives its conditions in the Agreement referred to in 1(b) above; 3.That upon the waiver of the above conditions, City staff be directed to proceed with completion of both of the above 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: Attachment 1 is an Agreement of Purchase and Sale dated May 3, 2022 (the “Purchase Agreement”), whereby the City has agreed to purchase approximately 149.9 acres of Seaton employment lands (the “Property”) from Ontario Infrastructure and Land Corporation (the "Province"). The Purchase Agreement is conditional upon the approval of City Council prior to May 27, 2022. Attachment 2 is a separate Agreement of Purchase and Sale (the “Sale Agreement”) whereby the City agrees to sell the Property to Caplink Acquisitions Limited (“Caplink”). The Sale Agreement contains a conditional period to enable Caplink to perform its due diligence searches. Council approval of both of these Agreements of Purchase and Sale and waiver of the conditions in these Agreements will enable construction of commercial buildings on the - 329 - LEG 12-22 May 24, 2022 Subject: City of Pickering Sale to Caplink Acquisitions Limited Page 2 Property consistent with the City’s Official Plan Policies, and will create employment opportunities within Seaton as contemplated by the Central Pickering Development Plan. Financial Implications: The purchase price in the Purchase Agreement is the same as in the Sale Agreement. The Purchase Agreement and the Sale Agreement will be closed on the same date. All purchase costs are passed on to Caplink. Caplink also indemnifies the City in respect of all servicing costs payable pursuant to the Seaton Landowners’ Group Cost Sharing Agreement. Caplink is also required by the Sale Agreement to refund to the City a proportionate share of any infrastructure costs that have been front-funded by the City, to the extent that such infrastructure benefits the Property. In addition, Caplink is required by the Sale Agreement to pay the City on closing an amount equal to the City’s land transfer tax, registration fees, other taxes, legal, marketing and any other third party expenses incurred by the City in relation to both the Purchase Agreement and the Sale Agreement. Discussion: The Seaton employment lands (Pickering's Innovation Corridor) are designated for prestige employment, and consist of approximately 323 hectares (800 acres) owned by the Province. The City's Official Plan designates this land as being suitable for light manufacturing, assembly and processing of goods, research and development facilities, business services, graphics and design, data and communications, offices and ancillary retail uses. The Chief Administrative Officer executed the Purchase Agreement on May 3, 2022 (Attachment 1 to this Report). The Purchase Agreement is conditional on Council’s approval. Caplink executed the Sale Agreement on May 3, 2022 (Attachment 2 to this Report). The Sale Agreement is conditional for Caplink’s benefit, to enable Caplink to review the Property. The Sale Agreement is also conditional on the City completing its purchase of the Property pursuant to the Purchase Agreement. Key Provisions of the Purchase Agreement: Purchase Price: $60,436,123.50 ($515,535.00 per acre for the Phase 1 parcel and $326,505.00 per acre for the Phase 2 parcel) plus applicable HST Property Area: Approximately 149.9 acres in total Closing Date: No later than July 29, 2022 Conditions: City Council approval must be obtained, and the Sale Agreement must be fully executed and binding. Land Servicing Costs: City must assume responsibility to pay servicing costs under the Seaton Landowners’ Group Cost Sharing Agreement. - 330 - LEG 12-22 May 24, 2022 Subject: City of Pickering Sale to Caplink Acquisitions Limited Page 3 Participation Covenant: Repurchase - If, within ten years of closing, the Property is sold to a third party for a price in excess of the purchase price in the Purchase Agreement, the Province is entitled to take the difference. This is intended to prevent speculation. Right of First Offer - If a building permit and all required approvals have not been obtained within five years of closing to allow construction of a building of not less than 200,000 square feet, and if such construction has not commenced, the Province is entitled to repurchase the Property for the original purchase price plus servicing costs incurred to the date of repurchase. This is intended to encourage construction and occupancy, and to deter land banking. Key Provisions of the Sale Agreement: Purchase Price: Same as in Purchase Agreement Property Area: Same as in Purchase Agreement Closing Date: Same as in Purchase Agreement Conditions: Conditional on Purchaser inspection, amendment of Regional Front Ending Agreement to include Phase 1 of the Property (for provision of Regional services), and completion of City’s Purchase Agreement. Land Servicing Costs: Caplink assumes all responsibility for all servicing costs under the Seaton Landowners’ Group Cost Sharing Agreement and indemnifies the City in respect of them. ROFO and Repurchase: Repurchase - If, within five years of closing, the Property is sold to a third party and building construction is not substantially completed, the City can repurchase the Property for the original purchase price (plus eligible expenses if construction has commended). This is intended to prevent speculation. Right of First Offer - If a building permit and all required approvals have not been obtained within five years of closing to allow construction of a building of not less than 200,000 square feet, and if such construction has not commenced, the City is entitled to repurchase the Property for the original purchase price plus servicing costs incurred to the date of repurchase. This is intended to encourage construction and occupancy, and to deter land banking. The Property is shown in Attachment 3. Attachment 4 is the Caplink site concept plan. Caplink Limited is proposing to develop a phased food manufacturing campus. The Property will be developed in two Phases. The Phase 1 lands are located west of Whites Road between Highways 7 and 407 and east of a natural heritage system, having a land area of approximately 60.8 acres. Phase 1 will include four manufacturing plants and one distribution - 331 - LEG 12-22 May 24, 2022 Subject: City of Pickering Sale to Caplink Acquisitions Limited Page 4 centre having a total gross floor area of 107,301 square metres (1,155,000 square feet). Vehicular access to each industrial building will be provided from a future collector road off of Highway 7. The Phase 2 lands have a land area of approximately 89.1 acres, are located west of the natural heritage system and will have similar uses, but will be developed at a later date. To facilitate this development, applications for Draft Plan of Subdivision, Zoning By-law Amendment and Site Plan Approval will be required. The purpose of the draft plan of subdivision to is create four development blocks (one for each industrial building), a new 22- metre wide public road, two stormwater management blocks, two natural heritage feature blocks and one heritage lot. The purpose of the Zoning By-law Amendment is to rezone the Property from “Rural Agriculture (A)” within Zoning By-law 3037 to “Prestige Employment General (PEG)” and “Prestige Employment Node (PEN)” zone categories within the Seaton Zoning By-law 7364/14, to permit light manufacturing, food processing, office, storage and warehousing. Each industrial building will be subject to Site Plan Approval. A pre- consultation meeting was held on April 8, 2022. The purpose of the pre-consultation was to allow the Caplink and its consultants to present and discuss their proposal with relevant City staff and external agencies. Staff and agencies provided preliminary feedback on the proposal, identified key issues, commented on the approvals that will be required, and confirmed the supporting information/materials/studies that are required to be submitted with the future planning applications. Caplink has advised that it intends to submit applications for Draft Plan of Subdivision and Zoning By-law Amendment before the end of May, 2022. Council approval of both of these Agreements of Purchase and Sale will enable construction of commercial buildings on the Property consistent with the City’s Official Plan Policies, and will create employment opportunities within Seaton as contemplated by the Central Pickering Development Plan. At the present time, Caplink is completing its various due diligence searches. Caplink has until June 17, 2022 to complete its searches and waive the inspection condition in the Sale Agreement. Staff therefore recommend that Council authorize the Chief Administrative Officer to waive the Council approval condition in the Purchase Agreement if and when Caplink waives its condition in the Sale Agreement. This will enable the City to proceed with both Agreements of Purchase and Sale. This will also ensure that the City buys the Property only if Caplink has unconditionally agreed to buy it in turn from the City. Attachments: 1.Agreement of Purchase and Sale between Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services and The Corporation of the City of Pickering 2.Agreement of Purchase and Sale between The Corporation of the City of Pickering and Caplink Acquisitions Limited 3.Map of the Property 4.Caplink Conceptual Site Plan - 332 - LEG 12-22 May 24, 2022 Subject: City of Pickering Sale to Caplink Acquisitions Limited Page 5 Prepared/Endorsed 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: Original Signed By: - 333 - Execution copy (v8) HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES as “Vendor” and THE CORPORATION OF THE CITY OF PICKERING as “Purchaser” AGREEMENT OF PURCHASE AND SALE MAY 3, 2022 IO BUNDLE 8 LANDS Attachment #1 to Report LEG 12-22 - 334 - TABLE OF CONTENTS SECTION 1 DEFINITIONS ......................................................................................................... 1 SECTION 2 AGREEMENT OF PURCHASE AND SALE ............................................................ 8 SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE ...................................................... 8 SECTION 4 HARMONIZED SALES TAX ................................................................................... 9 SECTION 5 "AS IS WHERE IS", PURCHASER’S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY ........................................................................................... 10 SECTION 6 CLOSING CONDITIONS ...................................................................................... 14 SECTION 7 SALE APPROVAL ................................................................................................ 16 SECTION 8 CLASS EA REQUIREMENTS/ABORIGINAL CLAMS ......................................... 17 SECTION 9 RISK ..................................................................................................................... 19 SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS ............. 20 SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS ...... 20 SECTION 12 SEVERANCE ....................................................................................................... 21 SECTION 13 INTENTIONALLY DELETED ............................................................................. 21 SECTION 14 TITLE.................................................................................................................. 21 SECTION 15 NO ASSIGNMENT ETC. ..................................................................................... 22 SECTION 16 DEVELOPMENT AGREEMENTS ....................................................................... 23 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS ....... 24 SECTION 18 TENDER .............................................................................................................. 24 SECTION 19 ADJUSTMENTS .................................................................................................. 25 SECTION 20 ELECTRONIC REGISTRATION ........................................................................ 25 SECTION 21 CLOSING DELIVERABLES................................................................................ 26 SECTION 22 NOTICE .............................................................................................................. 27 SECTION 23 CONFIDENTIALITY ........................................................................................... 28 SECTION 24 GENERAL ........................................................................................................... 29 SECTION 25 IRREVOCABLE PERIOD ................................................................................... 30 - 335 - AGREEMENT OF PURCHASE AND SALE BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES (hereinafter collectively called the “Vendor”) OF THE FIRST PART - and - THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the “Purchaser”) OF THE SECOND PART RECITALS: A. The Vendor is the owner in fee simple of the property defined as the “Lands” in Section 1.01(ww) of this Agreement. B. Vendor and OILC hereby confirm that OILC is the designated agent of the Vendor. C. The Lands are within the area covered by the “Central Pickering Development Plan” issued pursuant to the Ontario Planning and Development Act, 1994, S.O. 1994, c.23. D. The Lands are subject to the Development Agreements, and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. E. The Lands are subject to the Lease(s), and the Purchaser has agreed to assume the Lease(s) as they relate to the Lands on the terms and conditions as described in this Agreement. F. The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning, the terms defined in this Section 1.01 for all purposes of this Agreement, shall have the meanings set out below: - 336 - -2 - (a)“Adjustments” means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. (b)“Affiliate” has the meaning set out in the Business Corporations Act, R.S.O. 1990, c. B. 16. (c)“Agreement” means collectively, agreement of purchase and sale, all Schedules attached hereto and every properly executed instrument which by its terms amends , modifies or supplements this Agreement. (d)“Applicable Laws” means, collectively, all statutes, laws, by-laws, regulations, ordinances and orders of any governmental Authority, including without limitation all Land Use Regulations. (e)“Approval Term” has the meaning ascribed to it in Section 7.03. (f)“As Is Where Is” has the meaning ascribed to it in Section 5.01. (g)“Assignee” has the meaning ascribed to it in Section 15.02. (h)“Assignment and Assumption Agreement” means an agreement by which the Vendor shall assign and the Purchaser shall become a party to a Development Agreement, Lease or Permitted Encumbrance and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement, Lease or Permitted Encumbrance. (i)“Attribution Development Charges” means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase 1 RFEA) from time to time. (j)“Attribution Prepayment” means the sum of the “Regional Attribution Water Supply DC Prepayment” and the “Regional Attribution Sanitary Sewerage DC Prepayment” (as such terms are defined in the Phase 1 RFEA) from time to time. (k)“Authority” means any governmental or quasi-governmental authority, regulatory authority, government department, agency, commission, board, tribunal, body or department, or any court, whether federal, provincial or municipal, having jurisdiction over the Property, or the use thereof, and includes the City and the Region. (l)“Buildings” means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, upon or under the Lands, and all improvements and fixtures of the Vendor contained in, upon or on such buildings and structures which are used in the operation of same, and “Building” means any one of the Buildings. (m)“Business Day” means any day on which the Government of Ontario normally conducts business. (n)“City” means the City of Pickering. - 337 - - 3 - (o) “City Sale Approval” means the necessary internal approvals required for the Transaction by the Council for the City. (p) “Class EA” means the Class Environmental Assessment Process for the Ministry of Infrastructure as it applies to OILC realty activities (being as at the Execution Date, the “Ministry of Infrastructure Public Work Class Environmental Assessment (Office Consolidation)”, as approved April 28, 2004 and amended on September 11, 2008 and on October 31, 2012), as approved, amended, or renewed from time to time by the Minister of the Environment and Climate Change pursuant to Section 14 of the Environmental Assessment Act, R.S.O. 1990, c. E.18. (q) “Class EA Requirements” has the meaning ascribed to it in Section 8.01. (r) “Closing” means the closing of the Transaction, including without limitation, the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. (s) “Closing Date” means the date that is the later of: (i) the first Business Day that is 20 Business Days following the date the Purchaser waives or satisfies its condition(s) contained in Section 5 and Section 6.04(d); (ii) the first Business Day that is 10 Business Days following the deposit of the Reference Plan with the Land Registry Office, provided that in no event shall the Closing Date occur after the Outside Date; or such other date as the parties may agree, acting reasonably. (t) “Community Use Land” has the meaning ascribed to it in the Seaton CSA. (u) “Contaminant” has, for the purposes of this Agreement, the same meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended, and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (v) “Cost Shared Service” has the meaning ascribed to it in the Seaton CSA. (w) “Crown Right Request” has the meaning ascribed to it in Section 12.01. (x) “DC Credit Recovery Payment” has the meaning ascribed to it in Section 16.03. (y) “Deposit” has the meaning ascribed to it in Section 3.01. (z) “Developable Area Share” has the meaning ascribed to it in the Seaton CSA. (aa) “Development Agreements” means, collectively, the Phase 1 RFEA, the Seaton CSA, the Pickering FIA, the Seaton-Durham CSA and the Master Parks Agreement, and “Development Agreement” means any one of such agreements. (bb) “Development Agreement Payment” means any payment required to be made, or security to be provided, to an Authority, to the Vendor, or to a trustee named under a Development Agreement, by the Purchaser at Closing hereunder and whether required by an Assignment and Assumption Agreement or otherwise, and includes, but is not limited to, the DC Credit Recovery Payment, Attribution Prepayment, Development Agreement Security, Development Charge Payments, and Private Land Landowner Equivalency Payment. - 338 - - 4 - (cc) “Development Agreement Security” means any security required to be delivered by a Private Landowner pursuant to a Development Agreement, whether by letter of credit or otherwise. (dd) “Development Charge Credits” means the development charge credits earned pursuant to the Phase 1 RFEA. (ee) “Development Charge Prepayments” means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase 1 RFEA upon the development of Employment Lands. (ff) “Drainage Area Share” has the meaning ascribed to such term in the Seaton CSA. (gg) “Durham Owners” has the meaning ascribed to it in the Seaton-Durham CSA. (hh) “East Parcel” means that part of the Property described as the “East Parcel” on the sketch plan attached hereto as Schedule “A-2”. (ii) “Employment Lands” means those lands designated as “Prestige Employment Lands” in the ‘Central Pickering Development Plan’. (jj) “Environmental Law” means, collectively, all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws, common law and deed restrictions, all by-laws, regulations, codes, licences, permits, orders, directives, guidelines, decisions rendered by any governmental Authority relating to the protection of the environment, natural resources, public health, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any Hazardous Substance, and all authorizations issued pursuant to such Applicable Laws, agreements or statutory requirements. (kk) “Environmental Objection” has the meaning ascribed to it in Section 5.02. (ll) “Environmental Reports” means the reports relating to the environmental condition of the Lands as identified in Schedule C. (mm) “Execution Date” means the date on which this Agreement has been executed and delivered by all parties hereto. (nn) “Expiry Date” has the meaning ascribed to it in Section 7.03. (oo) “Further Class EA Extension Period” has the meaning ascribed to it in Section 8.02(d)(i). (pp) “Further Extension Period” has the meaning ascribed to it in Section 8.03(b). (qq) “Hazardous Substance” includes, but is not limited to any hazardous or toxic chemical, waste, by-product, pollutant, contaminant, compound, product or substance, including without limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleum and its derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or - 339 - - 5 - handling of, which is prohibited, controlled or regulated by any and is defined in or pursuant to any Environmental Law. (rr) “Heritage Requirements” has the meaning ascribed to it in Section 8.01(b). (ss) “HST” has the meaning ascribed to it in Section 4.01 of this Agreement. (tt) “Initial Class EA Extension Period” has the meaning ascribed to it in Section 8.02. (uu) “Initial Extension Period” has the meaning ascribed to it in Section 8.03. (vv) “Inspection Period” means that period of time which ends on the first Business Day that is 45 days following the Execution Date. (ww) “Lands” means the lands described in Schedule “A1” and outlined in red on the sketch plan attached hereto as Schedule “A2”, as such description may be amended pursuant to Section 13.01 hereof. (xx) “Land Use Regulations” means collectively, any land use policies, regulations, by-laws, or plans of any Authority that apply to the use of the Property, including the existing Official Plans, zoning by-laws and zoning orders. (yy) “Land Transfer Tax Affidavit” has the meaning ascribed to it in Section 17.01. (zz) “Lease(s)” means all leases or licences of any portion of the Lands in force at Closing. (aaa) “Master Parks Agreement” means the Master Parks Agreement dated May 1, 2017 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (bbb) “Municipality” means the municipality (or municipalities) where the Property is located. (ccc) “Offer Date” means the date the offer herein is submitted to the Vendor by the Purchaser. (ddd) “OILC” means Ontario Infrastructure and Lands Corporation. (eee) “Open Data” means data that is required to be released to the public pursuant to the Open Data Directive; (fff) “Open Data Directive” means the Management Board of Cabinet’s Open Data Directive, updated on April 29, 2016, as same may be amended from time to time; (ggg) “Outside Date” means July 29, 2022, or such other date as the parties agree. (hhh) “Participation Agreement” means the Participation Agreement attached hereto as schedule G and to be entered into between the Vendor and the Purchaser at Closing. (iii) “Permitted Encumbrances” means, collectively, the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. (jjj) “Phase 1 RFEA” has the meaning ascribed to such term in the Seaton CSA. - 340 - - 6 - (kkk) “Phase 1 RFEA Lands” has the meaning ascribed to such term in the Phase 1 RFEA. (lll) “Phase 1 Development” has the meaning ascribed to such term in the Seaton CSA. (mmm) “Pickering FIA” means the Financial Impacts Agreement dated November 26, 2015 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the developmen t of lands in Seaton. (nnn) “Private Landowner” has the meaning ascribed to such term in the Seaton CSA. (ooo) “Private Landowner Equivalency Payment” has the meaning ascribed to it in Section 16.06. (ppp) “Property” means, collectively, all of the right, title and interest of the Vendor in and to the Lands and the Buildings. (qqq) “Property Documents” means the documents in OILC’s current possession and related to the Property, as set out in Schedule C, and shall include, but shall not be limited to: (A) executed copies of any assignable service contracts, operating agreements and management agreements; (B) copies of assignable guarantees and warranties of materials, workmanship, labour and materials relating to the Property that are still in effect; (C) copies of the Environmental Reports, heritage reports, archaeological reports or any other report relating to the physical, geotechnical or environmental condition of the Property; (D) a copy of all Leases; (E) copies of all Permitted Encumbrances which are not registered against title to the Property; and (F) any plan of survey of the boundaries of the Property. (rrr) “Provincial Successor” has the meaning ascribed to such term in the Seaton CSA. (sss) “Purchase Price” means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments. (ttt) “Purchaser’s Reports” has the meaning ascribed to it in Section 5.06. (uuu) “Reference Plan” has the meaning ascribed to such term in Section hereof. (vvv) “Region” means the Regional Municipality of Durham. (www) “Regional Infrastructure” has the meaning ascribed to it in the Seaton CSA. - 341 - -7 - (xxx)“Requisition Date” has the meaning ascribed to it in Section 14.01. (yyy) “Sale Approval” means the necessary internal governmental approvals required for the Transaction including, but not limited to, the approval of the Lieutenant Governor-in- Council pursuant to Section 9 of the Ministry of Infrastructure Act, 2011 S.O. 2011, C. 9, Sched. 27. (zzz) “Sale Approval Date” means the date that the Sale Approval was granted. (aaaa) “SCS” means SCS Consulting Group Ltd., being the professional land development engineering consultants acting on behalf of the trustees under the Development Agreements. (bbbb) “Seaton Community” means the developable land as determined by the Central Pickering Development Plan, as may be further refined, and as determined by the Seaton CSA. (cccc)“Seaton CSA” means the Amended and Restated Cost Sharing Agreement dated November 26, 2015 between the Vendor and other owners of development land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (dddd)“Seaton-Durham CSA” means an agreement dated November 26, 2015 between the Vendor, the Private Landowners and the Durham Owners to provide for the recovery of certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. (eeee) “Seaton Trustee” means the trustee as provided for in the Seaton CSA, as it is from time to time. As of the Execution Date, the Seaton Trustee is North Pickering Community Management Inc. (ffff) “Servicing Costs” has the meaning ascribed to it in Section 16.07. (gggg) “Subsequent Phase” means development of land in the Seaton Community, the development of which is not covered by the Phase 1 RFEA, and for which no allocation of sewer or water capacity has currently be granted by any Authority. (hhhh) “Transaction” means, collectively, the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. (iiii)“Vendor” means Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services and includes, for the purpose of any exculpatory clause and indemnity included in this Agreement in favour of the Vendor, OILC, any ministries, agencies, representatives, servants, employees, agents, invitees, officers, directors, contractors and licensees of Her Majesty the Queen in right of Ontario and OILC, and their brokers, service provider(s) and any other entity over whom the Vendor or OILC may reasonably be expected to exercise control. (jjjj) “Vendor Parties” has the meaning ascribed to such term in Section 5.08. (kkkk) “West Parcel” means that part of the Property described as the “West Parcel” on the sketch plan attached hereto as Schedule A-2. - 342 - - 8 - SECTION 2 AGREEMENT OF PURCHASE AND SALE 2.01 The Vendor agrees to sell, transfer and assign to the Purchaser all of the right, title and interest of the Vendor in the Property and the Purchaser agrees to purchase, acquire and assume the Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments on the Closing Date. 2.02 The Purchase Price for the Lands shall be calculated as follows: (a) The Purchase Price for the East Parcel shall be based on a per acre price of FIVE HUNDRED AND FIFTEEN THOUSAND FIVE HUNDRED AND THIRTY-FIVE DOLLARS ($515,535.00). It is estimated that the area of the East Parcel is 60.8 acres more or less, which would result in a Purchase Price of THIRTY-ONE MILLION THREE HUNDRED AND FORTY-FOUR THOUSAND FIVE HUNDRED AND TWENTY-EIGHT DOLLARS ($31,344,528.00). Provided however, that the actual Purchase Price for the East Parcel shall be calculated based on the area of the Lands as determined by the Reference Plan to be prepared pursuant to Section 13.01 or by such reference plans as may have been deposited prior to the date hereof. (b) The Purchase Price for the West Parcel shall be based on a per acre price of THREE HUNDRED AND TWENTY SIX THOUSAND FIVE HUNDRED AND FIVE DOLLARS ($326,505.00). It is estimated that the area of the West Parcel is 89.1 acres more or less, which would result in a Purchase Price of TWENTY-NINE MILLION NINETY-ONE THOUSAND FIVE HUNDRED AND NINETY -FIVE DOLLARS AND FIFTY CENTS ($29,091,595.50). Provided however, that the actual Purchase Price for the West Parcel shall be calculated based on the area of the Lands as determined by the Reference Plan to be prepared pursuant to Section 13.01 or by such reference plans as may have been deposited prior to the date hereof. 2.03 The Purchaser shall NOT be entitled to direct title of the Property to any other person or entity at Closing. SECTION 3 DEPOSIT / PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor’s solicitor in trust, by wire transfer: (a) Within five Business Days of the submission of this offer to purchase, a sum equal to five percent (5%) of the estimated Purchase Price, as a deposit to be held in accordance with the terms of this Agreement; (b) Within two Business Days following the Execution Date, a further sum equal to five percent (5%) of the estimated Purchase Price, as a deposit to be held in accordance with the terms of this Agreement; and (c) Within two Business Days following the satisfaction or waiver of the Purchaser’s conditions in Section 6.04(a), a further sum equal to ten percent (10%) of the Purchase --- - 343 - - 9 - Price, as a further deposit to be held in accordance with the terms of this Agreement (collectively, the “Deposit”). 3.02 The parties authorize OILC to invest the Deposit with a Canadian bank as identified in Schedule I of the Bank Act, R.S., 1991, c. B.46 (Canada) in a term or certificate of deposit (such investment to be available to OILC through its trust account bank and which investment allows liquidation of the investment as necessary for the anticipated Closing Date or earlier termination of this Agreement as herein provided) if OILC determines, acting reasonably, that anticipated interest to be earned will justify any related expenses, considering the rate of interest to be earned and the anticipated time the Deposit will be held before Closing. Any and all interest earned thereon shall accrue to the benefit of and, subject to Sections 3.03 and 5.03, be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. 3.03 If the Transaction is not completed in accordance with this Agreement for any reason other than the default of the Purchaser hereunder, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, if any, forthwith after termination of this Agreement. If the Transaction is not completed in accordance with this Agreement due to a specific default by the Purchaser, then the Deposit, together with all interest accrued thereon, shall be forfeited to the Vendor as liquidated damages and not as a penalty. 3.04 If the Transaction is completed, the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct forthwith following Closing. 3.05 On Closing the Purchase Price shall be paid and satisfied as follows: (a) by release of the Deposit to the Vendor; and (b) the balance of the Purchase Price, as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to OILC in trust by way of wire transfer, such payment being deemed to have been made when OILC’s financial institution confirms receipt of such wire transfer. 3.06 In addition to the Purchase Price, at Closing the Purchaser shall pay, or cause to be paid, all Development Agreement Payments to the Vendor, to the applicable Authority, or to the applicable trustee under a Development Agreement, as applicable. 3.07 The Purchaser acknowledges that at Closing it will be required to provide, or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.08 The Transaction shall be completed on the Closing Date at the offices of the Vendor’s solicitors. SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax (“HST”) payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act, R.S.C. 1985, c. E.15 (Canada) (the “Act”). Subject to Section 4.02, the Purchaser agrees to pay to the Vendor, on the Closing Date, as a condition of completion of this Transaction by wire transfer, certified cheque or bank draft, all HST payable as a result of this Transaction in accordance with the Act. - 344 - -10 - 4.02 Notwithstanding Section 4.01 above, the Vendor shall not collect HST from the Purchaser in this Transaction if, on Closing, the Purchaser is registered under the Act and in that event, the Purchaser shall: (a)file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act; and (b)provide to the Vendor, on the Closing Date, a certificate confirming tha t the Purchaser is registered under the Act for the purposes of collecting and remitting HST, and confirming its HST registration number under the Act, together with an indemnity in favour of the Vendor for any and all HST, fines, penalties, actions, costs, losses, claims, damages or expenses and/or interest which may become payable by, or assessed against, the Vendor as a result of the Vendor’s failure to collect HST from the Purchaser on the Closing Date, such certificate and indemnity to be in a form satisfactory to the Vendor’s solicitor, acting reasonably, failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. 4.03 The Purchaser's obligations under this Section 4 shall survive and not merge on Closing. SECTION 5 "AS IS WHERE IS", PURCHASER’S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a)in entering into this Agreement, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property, including, without limitation, the physical and environmental condition of the Property and a review of any documentation respecting the Property, and the Purchaser acknowledges it is not relying on any information furnished by the Vendor or any other person on behalf of, or at the direction of, the Vendor in connection therewith; (b)the Purchaser is purchasing and shall accept, assume and take title to the Property and any improvements thereon in an “As Is, Where Is” condition. The term “As Is, Where Is” means in its condition or state on the Offer Date, without any agreement, representation or warranty of any kind whatsoever, either express or implied on the part of the Vendor, as to the condition of the soil, the subsoil, the ground and surface water or any other environmental matters, the condition of the Lands, suitability for development, physical characteristics, profitability, the condition of the Buildings, or any other matter respecting the Property whatsoever, including without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant, the use to whi ch the Property may be put and its zoning, the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser’s intended development of the Property, or as to the accuracy, currency or completeness of any information or documentation supplied to the Purchaser in connection with the Property; and - 345 - -11 - (c)the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof. The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing, the Purchaser accepts, assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not make and is not authorized by the Vendor to make, prior to completion of this Transaction, any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property, including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Property. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period, the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil, the subsoil, the ground and surface water or any other environmental matter relating to the Property, including, without limitation, comp liance with Environmental Law, the existence of any Hazardous Substance or Contaminant. If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on, in, at, under, emanating from or onto the Property that would be in excess of the guidelines for any of the permitted uses under the current zoning by-law affecting the Property, the risk or presence of which the Purchaser is not prepared to assume, then the Purchaser shall, by written notice, provide such evidence to the Vendor within the Inspection Period by way of a report of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance, Hazardous Substance or Contaminant and quantify the remediation cost (collectively, an “Environmental Objection”). Upon receipt of an Environmental Objection, the Vendor may, at its option and in its sole discretion: (a)undertake, as the Purchaser’s sole and exclusive remedy, to take such actions, complete such work and/or implement such measures, in the Vendor’s sole discretion as to means and methods, as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after the Closing Date if compliance prior to Closing is not, in the Vendor’s opinion, reasonably possible, to the satisfaction of the Purchaser, acting reasonably; provided that if the Vendor selects the option in this paragraph (a), the Vendor and the Purchaser shall enter into an agreement on Closing providing for correction of the non-compliance post-Closing as set out above, and for access to the Property by the Vendor, which agreement shall be in form satisfactory to the parties and their solicitors, each acting reasonably; (b)credit the Purchaser, as the Purchaser’s sole and exclusive remedy, the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price, in an amount to be acceptable to the Purchaser, acting reasonably, in which event the Purchaser shall, on Closing, expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser’s failure to remediate the Hazardous Substance, Contaminant and/or matter of non-compliance; - 346 - - 12 - (c) terminate this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor; or (d) refuse to do either (a), (b), or (c) above in which event the Purchaser shall have the option of either: (i) completing the Transaction without adjustment to the Purchase Price; or (ii) terminating this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor. The Vendor shall have fifteen (15) Business Days from receipt of the Environmental Objection to make its election under (a), (b), (c) or (d) above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said fifteen (15) Business Day period, the Vendor will be deemed to have elected option (d) above. The Purchaser shall have twelve (12) days from the date of the Vendor's election or deemed election under (d) above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph (d) above and in the event the Purchaser fails to make an election within said twelve (12) day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. 5.03 During the Inspection Period, the Vendor will permit the Purchaser together with its employees, agents or consultants access to the Property, at reasonable times and upon a minimum of one (1) Business Days’ prior written notice to the Vendor, to carry out, at the Purchaser’s sole expense and risk, such investigations, tests and inspections as the Purchaser deems necessary, provided that the Purchaser takes all reasonable care in the conduct of such investigations, tests and inspections. All tests, investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property. The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations, tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the same condition it was in prior to such investigations, tests and inspections. The Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser’s and/or its agents’ or consultants’ presence on the Property or the Purchaser’s and/or its agents’ or consultants’ activities on or in connection with the Property. The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses, costs, claims, third party actions, damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03. The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2) years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser, within five (5) days of the Execution Date, the Property Documents listed in Schedule C. The Purchaser acknowledges and agrees that: (i) the Property Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations or warranties whatsoever with respect to the content, completeness or accuracy of the Property Documents, or the environmental or any other condition of the Property; (ii) the Vendor shall not be liable to the Purchaser, its agents, employees or lending institution in any way for any error, omission or inaccuracy contained in any Property Document; and (iii) as of the Closing Date, the Purchaser shall become solely liable for all conditions and - 347 - - 13 - Hazardous Substances and/or Contaminants existing at the Property, whether known or unknown by the Purchaser, and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property. The Purchaser shall be entitled to review the Property Documents and the Development Agreements during the Inspection Period and the Vendor agrees to use commercially reasonable efforts to cause SCS to deliver to the Purchaser any financial statements, projections and budgets with respect to the Development Agreements requested by the Purchaser, acting reasonably, (the “Other Information”). 5.06 The Purchaser covenants and agrees that the Property Documents provided by the Vendor and any and all third party reports, findings, recommendations, opinions and information resulting from the Purchaser’s due diligence (“Purchaser’s Reports”) and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23. If this Agreement is terminated for any reason, the Purchaser will promptly return to the Vendor all Purchaser’s Reports and Property Documents without keeping copies. The Purchaser shall deliver to the Vendor forthwith following receipt, copies of any and all Purchaser’s Reports the Purchaser commissions or obtains during the course of its investigations. 5.07 In the absence of: (i) the Purchaser delivering an Environmental Objection; and (ii) this Agreement terminating as a result of the condition set forth in Section 6.0 4(a) not having been waived or satisfied, the Purchaser shall be conclusively deemed to accept the Property in its As Is, Where Is condition, having waived all requisitions concerning any matters relating to the Property, save for any valid requisition on title made prior to the expiry of the Inspection Period, and the Purchaser shall accept full responsibility for all conditions related to the Property, and the Purchaser shall comply, at its sole cost, with all orders relating to the condition of the Property issued by any competent government Authority, court or administrative tribunal, including any order issued against the Vendor including without limitation, any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 5.08 As an inducement to, and as further consideration for, the Vendor agreeing to sell the Property to the Purchaser upon the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser shall forever release and coven ant not to sue the Vendor and its affiliates, subsidiaries, related legal entities, employees, directors, officers, appointees and agents (each individually, a “Vendor Party” and collectively, the “Vendor Parties”) with respect to anything arising out of the environmental or any other condition of the Property as of the Closing Date or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property as of the Closing Date, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser’s Reports or any other report, document or information discovered during the course of the Purchaser’s due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. Nothing herein shall prevent the Purchaser from suing any third party who is not a Vendor Party, for any such condition, provided that the Purchaser hereby indemnifies and saves harmless the Vendor Parties for any claim made against a Vendor Party by any such third party resulting from such law suit. The foregoing shall in no way prevent the Purchaser from requiring compliance by the Vendor of any obligation to remediate which arises pursuant to Section 5.02(a). - 348 - - 14 - 5.09 From and after the Closing Date, the Purchaser shall be responsible for, and hereby agrees to indemnify, defend and save harmless the Vendor Parties from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 5.10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests, including, but not limited to, an agreement whereby the Purchaser shall reaffirm the release, covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as schedule F. Notwithstanding the foregoing, the release, covenant not to sue and indemnifications set forth in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser, and Purchaser shall be bound by them, regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein, this Section 5 shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION 6 CLOSING CONDITIONS 6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) the Vendor shall have obtained the Sale Approval pursuant to Section 7 of this Agreement; (b) the Reference Plan, if required, shall have been deposited with the Durham Land Registry Office pursuant to Section 13.01 of this Agreement; (c) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; - 349 - - 15 - (d) the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (e) the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements, including all required Assignment and Assumption Agreements; and (f) all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in part by the Vendor, or by its solicitors on its behalf, in the sole and absolute discretion of the Vendor by written notice to the Purchaser. The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. 6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period, if any, and the Vendor fails to notify the Purchaser or the Purchaser’s solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Vendor’s sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i) in the event the Agreement is terminated as a result of the condition set forth in Section 6.01(a), neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction, and (ii) in the event the Agreement is terminated as a result of the non-fulfilment of any of the conditions set forth in Section 6.01(c), 6.01(d) or 6.01(e), the Deposit shall be forfeited to the Vendor as liquidated damages and not as penalty. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) the Outside Date has not occurred; (b) the Reference Plan, shall have been deposited with the Durham Land Registry Office pursuant to Section 13.01 of this Agreement; (c) the Phase 1 RFEA has been amended to include the East Parcel as lands within the Phase 1 RFEA Lands, as such term is defined in the Phase 1 RFEA; (d) On or before the expiration of the Inspection Period: (i) the City has obtained the City Sale Approval, which approval may be provided in the sole and unfettered discretion of the City and which the Vendor acknowledges may be arbitrarily and unreasonably withheld; (ii) the City has entered into a binding agreement of purchase and sale with the ultimate purchaser of the Property, on terms acceptable to the City in its sole and unfettered discretion; and - 350 - - 16 - (iii) the ultimate purchaser of the Property from the City has waived its conditions which expire at the expiration of the inspection period as defined in the purchase and sale agreement described at Section 6.04(d)(ii). (e) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (f) the representations and warranties of the Vendor set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; and (g) all documents and deliveries required to be executed and/or delivered by the Vendor shall have been executed and delivered to the Purchaser in accordance to this Agreement. 6.05 The conditions set forth in Section 6.04 are for the sole benefit of the Purchaser and may be waived in whole or in part by the Purchaser, or by its solicitors on its behalf, in the sole and absolute discretion of the Purchaser by written notice to the Vendor. The conditions are conditions precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 If the condition set forth in Section 6.04(c) has not been fulfilled within in the applicable time period, the Purchaser shall have the right to extend the Closing Date by a period or periods not exceeding in the aggregate 60 days in order to permit such condition to be fulfilled. 6.07 If the conditions set forth in Section 6.04(a) or (b) are not fulfilled within the applicable time period and/or the Purchaser fails to notify the Vendor or the Vendor’s solicitors that such condition has been waived, this Agreement shall be null and void, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. 6.08 If a condition set forth in Section 6.04 is not fulfilled within the applicable time period, if any, and/or the Purchaser fails to notify the Vendor or the Vendor’s solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Purchaser’s sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. SECTION 7 SALE APPROVAL 7.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition: prior to June 30, 2022, the Vendor shall have obtained the Sale Approval, which approval the Purchaser acknowledges may be arbitrarily and unreasonably withheld. The Vendor shall notify the Purchaser if and when such approval is obtained, and the date of such notification if obtained shall be the date of commencement of the Inspection Period. 7.02 The Purchaser agrees that should the Vendor be unable to satisfy the condition set out in Section 7.01 by June 30, 2022, then the Vendor may, at its option and in its sole discretion, extend the irrevocable period for an additional fifteen (15) days by notice in writing to the Purchaser to be provided before June 30, 2022. - 351 - - 17 - 7.03 The Purchaser acknowledges that any Sale Approval that the Vendor obtains with respect to the Property may be subject to the limitations stated therein, including but not limited to a limitation that such approval shall be valid for a specified period of time from the date of such Sale Approval (the “Approval Term”), in which event such Sale Approval shall cease to be valid on the date upon which the Approval Term concludes (the “Expiry Date”), or on such date that such other limitation(s), if any, is/are not met and satisfied. In the event that the Vendor shall have obtained a Sale Approval for the Property in satisfaction of the condition set out in Section 7.01, and in the event that the completion of the Transaction has not occurred on or before the Expiry Date set out in such Sale Approval or such date that such other limitation(s), if any, is/are not met and satisfied, notwithstanding any waiver of the condition set out in Section 7.01, this Agreement shall then be null and void, the Deposit and any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages. SECTION 8 CLASS EA REQUIREMENTS/ABORIGINAL CLAIMS 8.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of the following condition on or before the Closing Date: the Vendor shall have completed the Class EA for the Property and the Transaction (collectively, the “Class EA Requirements”). For purposes of this condition, the Class EA Requirements shall, without limitation, include and be deemed to include the following specific requirements: (a) the requirements of the Environmental Assessment Act, R.S.O. 1990, c.E. 18, as approved, amended, or renewed from time to time, as they apply to the Property and the Transaction (the “Environmental Requirements”); and (b) the requirements of the Standards & Guidelines for Conservation of Provincial Heritage Properties issued by the Ministry of Tourism, Culture and Sport pursuant to Section 25.2 of the Ontario Heritage Act, R.S.O. 1990, c.O.18, as approved, amended, or renewed from time to time, as they apply to the Property and the Transaction (the "Heritage Requirements"). 8.02 Notwithstanding any other provision of this Agreement, the completion of the Transaction is subject to continuing compliance to the Closing Date with all Class EA Requirements. In the event that prior to the Closing Date: (a) any governing Authority makes or issues, or the Vendor receives any notice or communication from any governing Authority that it is considering whether to make or issue, any order or directive pursuant to the Class EA Requirements that necessitates that the Vendor, in addition to the actions and measures taken aforesaid, take other or different actions or measures to comply with the Class EA Requirements (including, without limitation, an order or directive requiring the Vendor to comply with Part II of the Environmental Assessment Act); (b) a written request has been made to the Minister of the Environment, of which the Vendor has notice, that other or different measures be taken to comply with the Class EA Requirements; - 352 - - 18 - then the Vendor may, at its option and in its sole discretion, extend the Closing Date for at least an additional thirty (30) days (the “Initial Class EA Extension Period”) by notice in writing to the Purchaser during which time the Vendor shall: (c) use reasonable efforts to determine whether the request in subsection (b) above has been satisfied or has been refused; and (d) at its option and in its sole discretion, either: (i) comply with such order or directive (as the same may be modified or withdrawn) at its own expense, in which event the Vendor may extend the Closing Date up to (but no more than) three times, for a further period of thirty (30) days each (for a maximum of ninety (90) days in the aggregate) (collectively, the “Further Class EA Extension Period”); or (ii) within the Initial Class EA Extension Period or at any time within the Further Class EA Extension Period, terminate this Agreement by written notice to the Purchaser, in which case this Agreement shall be null and void and of no further force and effect and the Deposit and any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. 8.03 Notwithstanding any other provision of this Agreement, if at any time prior to the Closing Date the Vendor receives notification or otherwise becomes aware of any claim or potential claim whatsoever for an interest in respect of the Property, by any First Nation or other aboriginal group or individual, in relation to any constitutional right, treaty right, land claim, surrender agreement or consultation right, including, without limitation, an interest in the title to the Property, a right to the use of the whole or any part of the Property, a restriction on the use of the Property or any part thereof for any purpose, a restriction on access to the Property or any part thereof, a claim for compensation, arising out of any interest or claimed interest in the Property or a right of consultation in relation to the Property, then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date for at least an additional thirty (30) days (the “Initial Extension Period”) by notice in writing to Purchaser during which time the Vendor shall: (a) determine in its sole and unfettered discretion if such claim, potential claim or interest is capable of being satisfied or whether appropriate releases can be obtained from all interested parties to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date free and clear of any such claim, potential claim or interest; (b) enter into arrangements which enable the Vendor to complete the sale of the Property in accordance with Section 8.03(a), for which purpose it may extend the Closing Date up to (but no more than) three times, for a further thirty (30) days each (for a maximum of ninety (90) days in the aggregate) (collectively, the “Further Extension Period”); or (c) within the Initial Extension Period or at any time within the Further Extension Period, have the right to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and neither party shall be further liable to the other pursuant to this Agreement other than the Purchaser’s obligations pursuant to Section 5.03 of this Agreement. - 353 - - 19 - 8.04 If at any time prior to Closing, the Vendor receives notification or otherwise becomes aware of any requirements imposed by an Authority, including without limitation any additional Heritage Requirements, not otherwise contemplated in this Section 8 and with which the Vendor must comply as a condition of completing the Transaction, then the Vendor may at its option and in its sole and unfettered discretion extend the Closing Date up to three (3) times for a period of thirty (30) days each time (maximum ninety (90) days) by notice in writing to Purchaser during which time the Vendor shall: (a) determine in its sole and unfettered discretion if such requirement can be satisfied so as to enable the Vendor to complete the sale of the Property to the Purchaser by the Closing Date; or (b) have the right, with or without a determination pursuant to subsection (a) above, to terminate this Agreement by written notice to the Purchaser in which case the Agreement shall be null and void and of no further force and effect and the Deposit plus any interest accrued thereon shall, subject to Section 5.03, be returned to the Purchaser and neither party shall be further liable to the other pursuant to this Agreement other than the Purchasers obligations pursuant to Section 5.03 of this Agreement. SECTION 9 RISK 9.01 Until completion of this Agreement on the Closing Date, the Property shall be and remain at the risk of the Vendor, except as otherwise provided in Section 5. The Purchaser acknowledges that the Vendor, in respect of damage to the Property, is self-insured. In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchaser’s and/or its agents, consultants or representatives entries and/or activities on or to the Property, in which event Section 5.03 shall govern) (the “Pre-Closing Damage”), the Vendor may elect (i) to forthwith repair the Property to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price; or (ii) to reduce the Purchase Price by an amount equal to the cost required to complete the repair as estimated by an independent qualified architect or engineer jointly retained by the Vendor and the Purchaser, acting reasonably and at arm’s length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost, or (iii) unless the Purchaser agrees to accept title to the Property notwithstanding the election of the Vendor not to remediate or compensate to terminate this Agreement in which case the Deposit shall, subject to Section 5.03, be immediately returned to the Purchaser, with interest and without deduction, and neither party shall, subject to Section 5.03, have any further rights or obligations hereunder. 9.02 From and including the Closing Date, the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before, on or after the Closing Date and, without being limited by the foregoing, any state, nature, quality or condition in, on, under or near the Property existing as of the Closing Date, whenever and however arising, whether known or unknown and whether environmental or otherwise, and whether such responsibilities and liabilities are imposed by law, equity or any governing Authority. - 354 - - 20 - SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the execution, delivery and performance by the Vendor of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Vendor is a party are within the Vendor’s legal power and jurisdiction and have been duly authorized and approved by all necessary action on the part of the Vendor. 10.02 The Vendor represents and warrants to the Purchaser that this Agreement has been, and each agreement to be executed and delivered by the Vendor pursuant to this Agreement, will be duly and validly executed and delivered by the Vendor, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Vendor, enforceable against the Vendor in accordance with their respective terms. 10.03 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C. 1985, c.1 (5th Supp.). 10.04 The Vendor represents and warrants that there are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Property or which would restrict the ability of the Vendor to transfer the Property to the Purchaser. 10.05 Any information provided by the Vendor or its agents, including the Property Documents, and any comments made by any Vendor Party are for the assistance of the Purchaser in allowing it to make its own inquiries. The Vendor makes no representations or warranties as to, and takes no responsibility for, the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or OILC or with any of their respective directors, officers, appointees, employees or agents. The Purchaser agrees to provide a Statutory Declaration in the form attached hereto as Schedule D at the time of execution by the Purchaser of this Agreement. The Purchaser acknowledges that in the event that the information upon which the Statutory Declaration was provided has changed, the Purchaser shall inform the Vendor of such change up to and including the Closing Date. 11.02 The Purchaser represents and warrants to the Vendor that the execution, delivery and performance by the Purchaser of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Purchaser is a party are within the Purchaser’s legal power and jurisdiction and, subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04, will have been duly authorized and approved by all necessary action on the part of the Purchaser. 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been, and, subject to the Purchaser obtaining the City Sale Approval in accordance with the condition set forth in Section 6.04, each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser, and this Agreement constitutes, - 355 - - 21 - and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. 11.04 The Vendor shall deliver and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition, subject to: (i) the Lease(s); (ii) the Development Agreements; and (iii) the Permitted Encumbrances. 11.05 As of the Closing Date, the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. 11.06 Without limiting the generality of the foregoing, the Purchaser shall comply with the terms of the Permitted Encumbrances, any agreement entered into by the Vendor with any Authority relating to the Property, all other agreements relating to public utilities and municipal services, the Land Use Regulations, all relevant municipal by-laws and all registered restrictions. The Purchaser further agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date, to the extent that such contractual obligations have been disclosed to the Purchaser as part of the Property Documents or otherwise, or are within the actual knowledge of the Purchaser. SECTION 12 SEVERANCE 12.01 The Purchaser acknowledges that the Vendor will invoke “Crown Right” to sever property (i.e. the ability of the Crown to divide land referenced under the subdivision control provisions of the Planning Act) in connection with the Transaction. SECTION 13 REFERENCE PLAN 13.01 If required, the Vendor agrees to prepare and deposit in the Durham Land Registry Office, a reference plan(s) of survey of the Lands, or such portion thereof, if required (the “Reference Plan”). The parties acknowledge that the Property may not be conveyed until such a time as a Reference Plan deposited with the Durham Land Registry Office provides a registerable description of the Lands. The Purchaser shall pay, as an adjustment on Closing, the cost of preparing the Reference Plan if a new Reference Plan is required. The area of the Lands shall be conclusively determined by the Reference Plan. The parties acknowledge and agree that the Lands shall not include any of the “Natural Heritage Lands” as shown in the Central Pickering Development Plan approved pursuant to the Ontario Planning and Development Act, 1994. Should a new Reference Plan be required, the Vendor will provide the Purchaser and the Purchaser’s Solicitors with a draft Reference Plan prior to it being deposited, and the Vendor shall take into consideration reasonable comments provided by the Purchaser prior to finalization and deposit of the Reference Plan. The Purchase Price shall be adjusted based on the areas as determined by the Reference Plan. SECTION 14 TITLE 14.01 The Purchaser shall have until the day which is twenty (20) Business Days before the Closing Date (the “Requisition Date”) to investigate title to the Property at the Purchaser's expense. The - 356 - - 22 - Purchaser agrees not to call for the production of any title deed, abstract, survey or other evidence of title to the Lands except such as are in the possession of OILC or the Vendor. 14.02 On the Closing Date, the Purchaser shall accept title to the Property in an As Is Where Is condition subject to the following: (a) the Land Use Regulations; (b) the Development Agreements and notices thereof; (c) the Lease(s); (d) all Community Use Land obligation pursuant to the Seaton CSA; and (e) the Permitted Encumbrances. The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements, restrictions or covenants, encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If, prior to the expiry of the Inspection Period, the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove, remedy and satisfy and which the Purchaser will not waive, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such termination or otherwise out of this Agreement and parties shall have no further obligations or liabilities hereunder. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement, or any assignment of this Agreement, or any part of either, or register a caution in relation thereto, without , in each instance, obtaining the prior written consent of the Vendor, which consent may be arbitrarily and unreasonably withheld. 15.02 If the Vendor consents to an assignment of this Agreement to a third party (the “Assignee”), the Purchaser shall cause the Assignee and the Purchaser, to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement. The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee, such Assignee shall provide a similar representation, warranty and Statutory Declaration as required of the Purchaser in Section 11.01 - 357 - - 23 - SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall, as part of its acquisition of the Property, assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements, and it covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such Development Agreement, whether such security is to be lodged with an Authority or otherwise, upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally with the other Private Landowners, except as explicitly provided in the Development Agreements. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA. The Purchaser agrees that at Closing, and as a condition of Closing, that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase 1 RFEA in respect of the Lands. The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community, whether or not the Lands are within the Phase 1 Lands, and shall take into account indexing as provided for in the Phase 1 RFEA. The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the “DC Credit Recovery Payment”. 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City. The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA, and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore, the Purchaser acknowledges that the infrastructure projects to be funded pu rsuant to the Pickering FIA are Cost Shared Services under the Seaton CSA, and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 16.05 The Purchaser acknowledges that, following the satisfaction of the condition set out in Section 6.04(c), the Lands include Phase 1 RFEA Lands and, therefore, prior to the issuance of a building permit with respect to the development of such lands, unless otherwise provided for in a front ending agreement relating to Subsequent Phase development, the Purchaser will have to pay, in addition to any Attribution Development Charges payable with respect to the development of the Lands, the Attribution Prepayment applicable to the Property. The Phase 1 RFEA provides that Development Charge Credits earned by virtue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building permits for lands that are Phase 1 RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA). Furthermore, by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a payment to the Seaton Trustee in an amount to be determined by the Seaton Trustee pursuant to the terms of the Seaton CSA, which will bring the Purchaser into a position in which the Purchaser will have funded the - 358 - - 24 - costs of Regional Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private Landowners within the Seaton Community, this payment to be referred to herein as the “Private Landowner Equivalency Payment”. 16.07 The Purchaser acknowledges and agrees that at Closing, it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee, unless otherwise provided for herein, whether on a Developable Area Share or Drainage Area share or otherwise as applicable (referred to herein as “Servicing Costs”). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA. The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee, and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. 16.09 The Seaton-Durham CSA provides for the recovery of certain costs of the construction of Regional Infrastructure that relate to the over-sizing of such services for which Development Charge Credits are not available. The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. 16.10 It is acknowledged by the Purchaser that as of the date hereof, neither the East Parcel nor the West Parcel are Phase 1 RFEA Lands within the Phase 1 RFEA. SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor, except for the Affidavit of Residence and Value of the Consideration (“Land Transfer Tax Affidavit”), which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors. Money must be tendered in Canadian funds by electronic wire, bank draft or negotiable cheque certified by a Canadian chartered bank, trust company, or credit union. The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned, the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the - 359 - - 25 - tendering party’s solicitor without the cooperation or participation of the other party’s solicitor, and specifically when the tendering party’s solicitor has electronically “signed” the Transfer/Deed of Land and any other closing document, if any, to be electronically registered for completeness and granted access to the other party’s solicitors to same, but without the necessity for the tendering party’s solicitor actually releasing such documents to the other party’s solicitor for registration. SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates, utility costs, rents, legal costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario. Such Adjustments shall be made on the basis that, except as may be otherwise expressly provided for in this Agreement: (a) the Vendor shall be responsible for all expenses and liabilities and entitle d to all income from the Property up to the Closing Date; and (b) the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the Closing Date. 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonably possible. Any amounts payable by one party to the other, as determined by the parties, acting reasonably, shall be paid within thirty (30) days of the request for such payment. On the Closing Date, the Vendor and the Purchaser shall exchange undertakings to re-adjust the foregoing items, if necessary. 19.03 All Adjustments to be made under Section 19.01 shall be completed on or before the date which is no later than six (6) months from the Closing Date and no re-adjustment may be made by either party thereafter. SECTION 20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.O. 1991, c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the exchange of closing funds, non- registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction); and (b) be subject to conditions whereby the lawyer(s) receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada (the “Document Registration Agreement”). - 360 - - 26 - SECTION 21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement, the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser’s solicitors on or before the Closing Date, each of the following: (a) possession of the Property in an As Is Where Is condition, subject to the Leases, and subject to the rights of others as set out in the Permitted Encumbrances; (b) an assignment of the Leases, whether complete or partial, the Development Agreements and Permitted Encumbrances, as applicable; (c) notice to the tenant(s) or licensee(s) pursuant to the Leases informing them of the sale of the Lands and directing them to make future rent payments to the Purchaser; (d) an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax Affidavit); (e) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f) a direction regarding the payment of funds; (g) statement of Adjustments; (h) Document Registration Agreement as set out in Schedule E; (i) A statement of the Development Agreement Payments in the form set forth at Schedule H; and (j) such other deeds, conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement, the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor’s Solicitors on or before the Closing Date: (a) confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b) confirmation of wire transfer for any Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Servicing Costs; (c) a certified cheque, bank draft or confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; (d) confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement, if applicable - 361 - - 27 - (e) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f) HST Declaration and Indemnity, as contemplated in Section 4, if applicable; (g) an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the Execution Date pursuant to Section 11.01; (h) an updated Statutory Declaration in the form set out in Schedule D is required in the event that there have been any changes to the information contained in the Statutory Declaration provided to the Vendor prior to the date of execution of this Agreement pursuant to Section 11.01; (i) Document Registration Agreement in the form attached as Schedule E; (j) an Assignment and Assumption Agreement for the Leases; (k) an Assignment and Assumption Agreement for each of the Development Agreements, in substantially the same forms as were delivered as part of the closing of the Prior Purchased Lands; (l) a Participation Agreement in form attached hereto as schedule G; (m) an Assumption Agreement for the Permitted Encumbrances, as applicable; (n) the Purchaser’s Closing Agreement in the form attached hereto as schedule F; (o) such other deeds, conveyances, resolutions and other documents as the Vendor or its solicitors may reasonably require in order to implement the intent of this Agreement. SECTION 22 NOTICE 22.01 Any notice or other communication required or permitted to be given hereunder (“Notice”) must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and if it is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: The Corporation of the City of Pickering One The Esplanade Pickering Ontario, L1V 6K7 - 362 - - 28 - Attention: Paul Bigioni, Director, Corporate Services and City Solicitor Email: pbigioni@pickering.ca and to the Purchaser’s Solicitors at: Torys LLP 79 Wellington Street West Suite 3000 Box 270, TD Centre Toronto Ontario, M5K 1N2 Attention: Andy Gibbons / Nooreen Bhanji Email: agibbons@torys.com / nbhanji@torys.com and to the Vendor at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 Toronto, ON M5G 2L6 Attention: Vice President, Sales and Acquisitions Email: ___________________ And: Attention: Director, Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto, ON M5G 2C8 Email: ___________________ or to such other address as a party designates by Notice from time to time in accordance with the foregoing. SECTION 23 CONFIDENTIALITY 23.01 The Vendor and Purchaser agree to take all necessary precautions to maintain the confidentiality of the terms and conditions contained herein. The parties acknowledge that this Agreement and any information or documents that are provided hereunder may be released pursuant to the applicable provisions of the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended and the Municipal Freedom of Information and Protection of Privacy Act , R.S.O. 1990, c. M.56, as amended and Open Data may be released pursuant to the Open Data Directive. This - 363 - - 29 - acknowledgment shall not be construed as a waiver of any right to object to the release of this Agreement or of any information or documents. 23.02 The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub- contractors shall, subject to Section 23.01, maintain the confidentiality and security of all materials and information which is the property of the Vendor and in the possession or under the control of the Purchaser pursuant to this Agreement. The Purchaser agrees to ensure that the Purchaser, its officers, employees, agents and sub-contractors shall not directly or indirectly disclose or use, either during or following the term of this Agreement, except where required by law, any mat erial or information belonging to the Vendor pursuant to this Agreement, without first obtaining the prior written consent of the Vendor for such disclosure or use and in the event of termination of this Agreement, the Purchaser will be responsible for returning all such documentation and information to the Vendor without making copies. SECTION 24 GENERAL 24.01 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or completing any matter provided for in this Agreement may be e xtended or abridged by an agreement in writing, signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly authorized in this regard. If anything in this Agreement is to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day. 24.02 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser and their respective successors and permitted assigns. The Vendor and the Purchaser acknowledge and agree that the representations, covenants, agreements, rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction, but shall survive completion and remain in full force and effect and be binding upon the parties, save and except as may be otherwise expressly provided for in this Agreement. 24.03 Whenever the singular is used in this Agreement, it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.04 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether oral or written, of the parties pertaining thereto. There is no representation, warranty, collateral agreement or condition affecting this Agreement or the Property, except as specifically set forth in this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. 24.05 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.06 Wherever this Agreement makes reference to a requirement for the consent or approval of the Vendor, such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. - 364 - - 30 - 24.07 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.08 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance, to any extent, shall be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such provisions or part thereof to any person, party or circumstance other than those to which it is held invalid or unenforceable shall not be affected thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.09 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION 25 IRREVOCABLE PERIOD 25.01 Signature of this Agreement by the Purchaser and the submission thereof to the Vendor constitutes an offer under seal, which is irrevocable until June 30, 2022. This offer, once accepted on the Execution Date, constitutes a binding contract of purchase and sale. This offer may be made and accepted by electronic transmission, including electronic signature provided that the original hard copy, with original signatures is received by both parties within five (5) days of the electronic acceptance. The Purchaser, in submitting this offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this offer are or will be acceptable to the Vendor. [no further text on this page] - 365 - - 31 - IN WITNESS WHEREOF the parties hereto have executed this Agreement as evidenced by their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this 3rd day of May, 2022. THE CORPORATION OF THE CITY OF PICKERING By: Name: Marisa Carpino Title: Chief Administrative Officer By: Name: Title: I/We have authority to bind the Corporation ACCEPTED BY the Vendor this day of , 2022. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES as represented by ONTARIO INFRASTRUCTURE AND LANDS CORPORATION By: Name: Title: By: Name: Title: Authorizing Signing Officer - 366 - SCHEDULE A-1 DESCRIPTION OF LANDS Registerable description not available. - 367 - SCHEDULE A-2 SKETCH OF LANDS EAST PARCEL - 368 - West Parcel - 369 - SCHEDULE B PERMITTED ENCUMBRANCES (a) General Encumbrances: (i) the Leases and any notices of such Leases, if any, registered on title to the Lands, including all easements, rights of way, restrictions, restrictive covenants, servitudes and other similar rights in land contained in the Leases, if any (for greater certainty including expired leases registered against title to the Lands) which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants’ interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii) liens for real property taxes (which term includes charges, rates and assessments) or charges for electricity, power, gas, water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii) any easements, rights of way, restrictions, building schemes, licences, restrictive covenants and servitudes, rights of access or use, airport zoning regulations and other similar rights in land (including, without limitation, rights of way and servitudes for sewers, drains, gas and water mains, electrical power, telephone and cable conduits, poles, wires or cables) granted to, reserved or taken by any person which do not, in the aggregate, materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease, licence, franchise, grant, agreement or permit, subdivision, development, servicing, encroachment, site plan, parking or other similar agreement with any Authority or public or private utility; (iv) title defects or irregularities which do not, in the aggregate, materially and adversely impair the use of the Property for the purpose for which it i s presently held; (v) any cost sharing, common use, reciprocal or other similar agreements relating to the use and/or operation of the Property and/or adjoining properties provided the same are complied with in all material respects and all security given by the parties thereto to each other to secure their respective obligations thereunder; (vi) any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant of the Property from the Crown; (vii) any rights of expropriation, access or use, or any other right conferred or reserved by or in any statute of Canada or the Province of Ontario; (viii) the provisions of all applicable laws including by-laws, regulations, ordinances, land use contracts, development agreements and similar instruments relating (without limitation) to development, use and zoning; (ix) encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands - 370 - encroaching on the Property which do not materially and adversely affect the present use of the Property; (x) all registered and unregistered agreements, easements, rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that otherwise run with the Lands; and (xi) any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. (b) Specific Encumbrances: (i) All instruments registered on title to the Property as of the Closing Date provided that the Vendor is not in material breach thereof and, where applicable, consent to transfer to Purchaser, if required, has been obtained, including but not limited to: 1. Notice of the Phase 1 RFEA; 2. Notice of the Pickering FIA; 3. Notice of the Seaton CSA; 4. Notice of the Seaton-Durham CSA. - 371 - SCHEDULE C PROPERTY DOCUMENTS 1. Residential Lease dated January 21, 1994 between Her Majesty the Queen in Right of Ontario, as represented by the Chair of the Management Board of Cabinet, as landlord, and John James Bird and Deborah Anne Bird, as tenants, as amended by a lease amending agreement dated August 15, 2013 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and John James Bird and Deborah Anne Bird, as tenants. 2. License Agreement made as of July 25, 2017 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as licensor, and Veridian Connections Inc., as licensee. 3. Farm Lease (Land Only) dated June 20, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and Harry Vale, as tenant, as amended by a lease amending agreement dated October 1, 2019, with effect as of January 1, 2019, between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Government and Consumer Services, as landlord, and Harry Vale, as tenant. 4. Farm Lease (Land Only) dated June 22, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and Ken Toms, as tenant. 5. Farm Lease with Residence dated June 25, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and William Turner and Ken Toms, as tenants. 6. Net Land Lease (Farm – Land Only) dated May 1, 2020 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Government and Consumer Services, as landlord, and William Larkin, as tenant. 7. The memorandum of understanding dated October 2012 which contemplates the entering into of a future Phase Regional Front Ending Agreement - 372 - SCHEDULE D STATUTORY DECLARATION Canada Province of Ontario TO WIT: ) ) ) ) ) ) ) ) ) ) ) ) ) ) IN THE MATTER OF THE TITLE TO <> AND IN THE MATTER OF A SALE THEREOF from HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES (the “Vendor”) to THE CORPORATION OF THE CITY OF PICKERING (the “Purchaser”) I, ___________________, of the __________________, in the Province of Ontario, DO SOLEMNLY DECLARE, that: 1. I am the _____________________{title} of the Purchaser and as such have knowledge of the matters hereinafter declared. 2. The Purchaser and Ontario Infrastructure and Lands Corporation (“OILC”) are arm’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale, which would lead to the presumption that the parties are not arm’s length parties. 3. The Purchaser and the Vendor are arm’s length parties and the Purchaser has received no special knowledge nor special consideration in entering into the above Agreement of Purchase and Sale, which would lead to the presumption that the parties are not arm’s length parties. 4. Except as expressly set out in Schedule A to this Declaration: (a) to the best of the knowledge and belief of the undersigned, there are no outstanding legal disputes or actions between the Vendor and Purchaser; (b) the Purchaser is not in conflict with OILC with respect to the above transaction; and (c) the Purchaser is not in conflict with the Vendor with respect to the above transaction. AND I make this solemn Declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act. DECLARED by the above-named ) Declarant, before me at the __________ of ) - 373 - __________, this ) day of , 202___. ) ________________________ ) ) A Commissioner, etc. ) - 374 - SCHEDULE E DOCUMENT REGISTRATION AGREEMENT DOCUMENT REGISTRATION AGREEMENT BETWEEN: <> (hereinafter referred to as the “Vendor’s Solicitor”) AND: <> (hereinafter referred to as the “Purchaser’s Solicitor”) RE: Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the “Vendor”) sale to <> (the “Purchaser”) of the property legally described as <>, City of <>, being the whole of PIN <>(LT) (the “Property” pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, dated <> and accepted <> (the “Purchase Agreement”), Scheduled to be completed on <> (the “Closing Date”) FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged), the parties hereto hereby undertake and agree as follows: Holding Deliveries In Escrow 1. The Vendor’s Solicitor and the Purchaser’s Solicitor shall hold all funds, keys and closing documentation exchanged between them (the “Requisite Deliveries”) in escrow, and shall not release or otherwise deal with same except in accordance with the terms of this Agreement. Both the Vendor’s Solicitor and the Purchaser’s Solicitor have been authorized by their respective clients to enter into this Agreement. Once the Requisite Deliveries can be released in accordance with the terms of this Agreement, any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mortgage lender.1 Advising of Concerns with Deliveries 2. Each of the parties hereto shall notify the other as soon as reasonably possible following their respective receipt of the Requisite Deliveries (as applicable) of any defect(s) with respect to same. Selecting Solicitor Responsible for Registration 3. The Purchaser’s Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined) unless the box set out below indicating that the Vendor’s Solicitor will be responsible for such registration has been checked. For the purposes of this Agreement, the solicitor responsible for such registration shall be referred to as the “Registering Solicitor” and the other solicitor shall be referred to as the “Non-Registering Solicitor”: Vendor’s Solicitor will be registering the Electronic Documents 1Solicitors should continue to refer to the Law Society of Upper Canada p ractice guidelines relating to recommended procedures to follow for the discharge of mortgages. - 375 - Responsibility of Non-Registering Solicitor 4. The Non-Registering Solicitor shall, upon his/her receipt and approval of the Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of: a) the registration of the Electronic Documents; b) the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows [________ a.m./p.m. on the Closing Date] (the “Release Deadline”), and provided that notice under paragraph 7 below has not been received; or c) receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. If the Purchase Agreement does not specify a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m. on the Closing Date. Responsibility of Registering Solicitor 5. The Registering Solicitor shall, subject to paragraph 7 below, on the Closing Date, following his/her receipt and approval of the Requisite Deliveries (as applicable), register the documents listed in Schedule A annexed hereto (referred to in this agreement as the “Electronic Documents”) in the stated order of priority therein set out, as soon as reasonably possible once same have been released for registration by the Non- Registering Solicitor, and immediately thereafter notify the Non-Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). Release of Requisite Deliveries by Non- Registering Solicitor 6 Upon registration of the Electronic Documents and notification of the Non-Registering solicitor in accordance with paragraph 5 above, the Non- Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. Returning Deliveries where Non-registration 7. Any of the parties hereto may notify the other party that he/she does not wish to proceed with the registration2 of the Electronic Documents, and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents, then each of the parties hereto shall forthwith return to the other party their respective Requisite Deliveries. Counterparts & Gender 8. This agreement may be signed in counterparts, and shall be read with all changes of gender and/or number as may be required by the context. Purchase Agreement Prevails if Conflict or Inconsistency 9. Nothing contained in this agreement shall be read or construed as altering the respective rights and obligations of the Purchaser and the Vendor as more particularly set out in the Purchase Agreement, and in the event of any conflict or inconsistency between the provisions of this agreement and the Purchase Agreement, then the latter shall prevail. Telefaxing Deliveries & Providing Originals if Requested 10. This agreement (or any counterpart hereof), and any of the closing documents hereinbefore contemplated, may be exchanged by telefax or similar system reproducing the original, provided that all such documents have been properly executed by the appropriate parties. The party transmitting any such document(s) shall also provide the original executed version(s) of same to the recipient within 2 business days after the Closing Date, unless the recipient has indicated that he/she does not require such original copies. 2 For the purpose of this Agreement, the term “registration” shall mean the issuance of registration number(s) in respect of the Electronic Documents by the appropriate Land Registry Office. - 376 - Dated this ______ day of <>, 202. Dated this _____ day of <>, 202 Name/Firm Name of Vendor’s Solicitor Name/Firm Name of Purchaser’s Solicitor <> <> ________________________________ __________________________________ (Signature) (Signature) Note: This version of the Document Registration Agreement was adopted by the Joint LSUC -CBAO Committee on Electronic Registration of Title Documents on March 29, 2004 and posted to the web site on April 8, 2004. Schedule “A” 1. Transfer from <> to <>. - 377 - SCHEDULE F CLOSING AGREEMENT TO: Her Majesty the Queen in right of Ontario as represented by the Minister of Government and Consumer Services (the “Vendor”) AND TO: Ontario Infrastructure and Land Corporation (the “Vendor’s Agent”) RE: The Corporation of the City of Pickering (the “Purchaser”) purchase from the Vendor of the property legally described as Part XXX, Concession XXX, Geographic Township of Pickering, designated as Part XXX on Plan 40R-XXX, City of Pickering, Regional Municipality of Durham (the “Property”) pursuant to an Agreement of Purchase and Sale between the Purchaser and the Vendor dated XXX, as amended from time to time (the “Purchase Agreement”) In consideration of and notwithstanding the Closing of the Transaction and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged): 1. The Purchaser agrees to accept, assume and take title the Property and any improvements thereon in an “As Is Where Is” condition in accordance with Section 5.01 of the Purchase Agreement. 2. The Purchaser confirms that all provisions of the Purchase Agreement that by their express terms are to survive and not merge on Closing shall survive and not merge on Closing. 3. The Purchaser confirms that all representations and warranties made by the purchaser in the Purchase Agreement remain true and correct as if repeated here. 4. The Purchaser reaffirms all indemnities made by it in the Purchase Agreement. 5. The Purchaser reaffirms the release and covenant not to sue provided for in Section 5.08 and 5.10 of the Purchase Agreement. 6. This Agreement shall not merge on Closing but shall survive Closing. 7. Unless otherwise defined herein, all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 8. The Vendor and Vendor’s Agent may rely on a signed electronically transmitted copy of this Agreement which shall constitute and be treated for all purposes as signed original of this Agreement. - 378 - 9. This Agreement shall be binding upon the successors and permitted assigns of the Purchaser and shall enure to the benefit of the Vendor and its successors and assigns. DATED as of the XX day of XXX, 2022. THE CORPORATION OF THE CITY OF PICKERING Per: _____________________________________ Name: Title: Per: _____________________________________ Name: Title: I have authority to bind the Corporation. - 379 - SCHEDULE G PARTICIPATION AGREEMENT BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES -and- THE CORPORATION OF THE CITY OF PICKERING RECITALS: A. Her Majesty the Queen in right of Ontario, as represented by the Minister of Government and Consumer Services (the “Province”) is the owner in fee simple of the land described in Appendix “A” to this Participation Agreement (the “Property”). Ontario Infrastructure and Lands Corporation confirms that it is the designated agent of the Province. B. The Corporation of the City of Pickering (the “Initial Transferee”) is the proposed transferee of the Property as at the date hereof pursuant to an Agreement of Purchase and Sale between the Province and the Initial Transferee, fully executed on <<Enter Date>> (the “Sale Agreement”). NOW THEREFORE in consideration of the mutual covenants hereinafter set forth, the transfer of the Property from the Province to the Transferee and other good and valuable consideration, the parties hereto agree as follows: 1. For the purposes of this Participation Agreement: “Affiliate” means a wholly owned subsidiary of the Transferee. “Base Amount” means, subject to paragraph 11, [NTD – enter purchase price] in respect of the Property, as such purchase price was adjusted pursuant to the Sale Agreement and, if applicable, is recalculated based on a pro-rata basis in accordance with paragraph 2 below in respect of any portion of the Property. “Business Day” means any day on which the Government of Ontario normally conducts business. “Closing Date” means the date upon which the Property is transferred by the Province to the Transferee pursuant to the Sale Agreement, being <<Enter Closing Date>>. “Development Agreements” has the meaning ascribed thereto in the Sale Agreement. - 380 - “Eligible Expenses” means, subject to paragraph 11, in respect of a Sale Interest, the aggregate of the following: (a) 100% of the cumulative total of all hard and soft costs incurred in respect of capital improvements (determined in accordance with generally accepted accounting principles) made by or on behalf of the Transferee to the Sale Interest from and after the Closing Date; (b) for the purpose of calculating Profit only (and no, for certainty, for the purpose of calculating the repurchase Purchase Price pursuant to paragraph 2 below) any real estate commission payable by the Transferee in disposing of the Sale Interest to a Third Party purchaser in an amount not to exceed the then current industry practice; (c) reasonable legal and accounting fees paid by the Transferee in disposing of the Sale Interest; (d) any amounts paid by the Transferee pursuant to the terms of the Development Agreements in respect of the Sale Interest, less any amounts which the Transferee may have received by way of development credits or otherwise in respect of the Sale Interest, during the period of the Transferee’s ownership of the Sale Interest; (e) the following in connection with the acquisition by the Transferee of the Sale Interest: (i) reasonable legal and accounting fees paid by the Transferee; (ii) registration costs and land transfer tax; and (iii) if applicable, all acquisition costs that the Transferee was required to reimbursed to the Initial Transferee when the Transferee acquired the Sale Interest, including land transfer tax reimbursed to the Initial Transferee. “Profit” means, in respect of a Sale Interest, the amount by which the Sale Price, less the Eligible Expenses, exceeds the Base Amount with respect to such Sale Interest. “Sale Price” means, in respect of a Sale Interest that is proposed to be sold to a Third Party purchaser or, if applicable, has been acquired by a Third Party purchaser from a Transferee, the value in lawful money of Canada of all consideration and benefit paid or agreed to be paid for the Property or portion thereof, including all buildings and improvements, by such Third Party purchaser dealing with the Transferee, including the value of all chattels situate thereon which are then owned by the Transferee and which are intended to pass on such sale transaction and the value of any encumbrances or mortgages assumed by such purchaser or taken back as part of the consideration for such sale transaction. “Term” means the period commencing on the date hereof and expiring on the date which is ten (10) years following such date. “Third Party” means, in respect of a Person, another Person that is not at arm’s length to such Person or who is not an Affiliate of such Person. “Transferee” means the Initial Transferee and any successor in title to the Property during the Term. 2. It is the express intention of the Province and the Transferee that there shall be no speculation with respect to all or any portion of the Property. In the event of a sale or proposed sale of all or any portion - 381 - of the Property (the “Sale Interest”) by the Transferee to a Third Party at any time during the Term, at the option of the Province, either: (i) the Province shall have the right to repurchase the Sale Interest at a purchase price equal to the Base Amount for such Sale Interest plus the Eligible Expenses in respect thereof (as such purchase price is calculated in accordance with this paragraph 2, the “Purchase Price”) and otherwise on the terms and conditions set out in this paragraph 2; or (ii) one hundred percent (100%) of Profit, if any, as defined below shall be paid to the Province and the amount of such Profit shall be a charge on the Property in favour of the Province until paid. In determining the Base Amount and calculating the Profit for a Sale Interest that is a portion of the Property, the Base Amount shall be adjusted and calculated on a pro-rata basis based on the acreage of such portion being transferred and the actual purchase price for such Sale Interest, as shown by evidence (e.g. a reference plan) provided by the Transferee to the Province at no cost to the Province, to the satisfaction of the Province. With respect to any capital improvement costs or other costs or expenses involved in the calculation of the Sale Price, Eligible Expenses, Profit or the price at which the Province is to repurchase the Sale Interest in accordance with this Participation Agreement, the Transferee shall provide all documents, records and invoices in sufficient detail, at no cost to the Province, to allow analysis and approval of such calculation(s) by the Province. If the Transferee intends to sell the Sale Interest to a Third Party, or otherwise market for sale the Sale Interest to Third Parties, the following shall apply: (a) The Transferee shall give a notice (the “Sale Notice”) to the Province, which Sale Notice shall state such intentions, and shall contain an offer to sell to the Province the Sale Interest at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2. (b) The Province shall have the right, exercisable by notice in writing given to the Transferee within 90 days following receipt of a Sale Notice (the “Offer Period”) to elect to: (i) purchase the Sale Interest (the “Acceptance Notice”) at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2; or (ii) not to purchase the Sale Interest (the “Rejection Notice”) but instead to require that one hundred percent (100%) of Profit, if any, as defined above shall be paid to the Province if (and only if) the Transferee completes a sale of the Sale Interest with a Third Party. (c) If within the Offer Period, the Province delivers an Acceptance Notice to the Transferee, there shall be created at such time, automatically and without any further action or automatically and without any further action or documentation, an agreement of purchase and sale between the Province and the Transferee pursuant to which the Transferee agrees to sell to the Province, and the Province agrees to purchase from the Transferee, the Sale Interest at the Purchase Price and on the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements, provided that: (i) Closing will occur on the date which is 60 days after the Province delivers the Acceptance Notice; (ii) if the Sale Interest is subject to one or more tenancies with Third Party(ies), such tenancies shall be assigned to the Province, and the Purchase Price shall be subject to customary adjustment in respect thereof, all of which tenancy provisions shall be on terms and conditions customary for tenanted industrial property in the Greater Toronto Area; and (iii) such agreement of - 382 - purchase and sale shall be subject to the Province obtaining any required approvals prior to closing date as determined by this paragraph; provided that if such agreement of purchase and sale terminates other than solely due to the Transferee’s default thereunder, the Province shall be deemed to have delivered a Rejection Notice upon the occurrence of such termination. (d) If no notice is delivered by the Province pursuant to paragraph 2(b), the Province shall be deemed to have delivered a Rejection Notice. (e) If the Province delivers, or is deemed to have delivered, a Rejection Notice , the Transferee may sell the Sale Interest to any Third Party at such purchase price and on such terms and conditions it agrees to, in its sole and absolute discretion, with such Third Party; provided that: (i) one hundred percent (100%) of Profit, if any, as defined above shall be paid to the Province if (and only if) the Transferee completes such sale of the Sale Interest with a Third Party; and (ii) if a sale of the Subject Interest does not occur within 180 days following the date of delivery or deemed delivery of a Rejection Notice, the Transferee must again comply with this paragraph 2 in respect of any future proposed sale of all or any part of the Property. 3. In the event that the Transferee has failed to: (a) obtain and deliver copies to the Province, of all development approvals, building permits and other third permits or consents required by Applicable Law from the City of Pickering or other appropriate Authority to commence construction on the Property a building of not less than 200,000 square feet (the “New Building”); and (b) commence construction of the New Building, on or before the fifth anniversary of the date of this Participation Agreement (the “Approval Period”), then at any time, and from time to time, after expiry of the Approval Period, the Province shall have the right, but not the obligation, upon written notice during the Repurchase Notice Period to the Transferee of its intention to repurchase the Property (the “Repurchase Notice”), to repurchase the Property, for a purchase price equal to: (i) the Base Amount; plus (ii) any amounts paid by the Transferee pursuant to the terms of the Development Agreements, less any amounts which the Transferee may have received by way of development credits or otherwise, during the period of the Transferee’s ownership of the Property; (c) Provided however that if the inability of the Transferee to commence construction of the New Building during the Approval Period is a result of the City of Pickering or other appropriate Authority refusing to issue the necessary permits and approvals or taking unreasonable delays in issuing such permits and approvals following receipt of a complete application by the Transferee for the New Building, and if the Transferee has submitted a complete application to construct the New Building within four years of the date hereof, then the Approval Period shall be extended during the time that the Transferee pursues approval of such plans at the applicable Local Planning Appeal Tribunal or court with jurisdiction, in which case and the - 383 - Approval Period shall end four months after such applicable judicial process has completed and all applicable appeal periods have passed. 4. If the Province delivers the Repurchase Notice to the Transferee during the Repurchase Notice Period, there shall be created at such time, automatically and without any further action or documentation, an agreement of purchase and sale between the Province and the Transferee pursuant to which the Transferee agrees to sell to the Province, and the Province agrees to purchase from the Transferee, subject to all required approvals to be obtained within 90 days, the Property at the price calculated in accordance with paragraph 3 and substantially consistent with the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements but otherwise to be in a form agreed to by the Province and the Transferee, each acting reasonably, provided that: (a) Closing will occur on the date which is 60 days after the Province delivers the written notice that it has received all required approvals; and (b) the Transferee shall return the Property to the Province in its original condition it was in immediately prior to the transfer of the Property from the Province to Initial Transferee and, if applicable, the Transferee shall have the obligation to restore the Property to such condition at no cost to the Province. Any delivery of the Repurchase Notice following the expiry of the Repurchase Notice Period shall be null and void, and no agreement of purchase and sale shall be created upon such delivery. In this Participation Agreement, “Repurchase Notice Period” means the period commencing on the day following the fifth anniversary of the date of this Participation Agreement and ending on the 120th day following such day. 5. The Transferee acknowledges that the Province may be required to obtain certain approvals to exercise any of the options under this Participation Agreement. 6. The Province and the Transferee agree and acknowledge that the provisions of paragraph 2 shall not be applicable to (and none of the following shall constitute a sale or transfer for the purposes hereof), and the Transferee shall be entitled to do each of the following without triggering the provisions of paragraph 2: (a) any transfer or sale of a Sale Interest by the Transferee to an Affiliate of the Transferee provided that the Transferee provides the Province with 15 days prior written notice of such transfer and provided that each such transferee assumes the obligations of the Transferee in compliance with paragraph 9 below; in the event of such a transfer or sale the Eligible Expenses of such Transferee in regard to such Sale Interest shall be deemed to be the sum of the costs of such Affiliate and of its affiliated Transferee from which it acquired such Sale Interest; or (b) any bona fide mortgage or encumbrance of the Property or any part thereof in favour of a Third Party to secure the repayment of borrowings by the Transferor to the extent such borrowings are in respect of the acquisition and/or improvement of the Property or any part thereof, and/or in respect of the purchase, refurbishment and/or replacement of equi pment used at the Property, and for no other purpose or property; or (c) a sale by a bona fide Third Party mortgagee of the Property or any part thereof referred to in paragraph (b) above following, provided however that such mortgagee and the Province, each acting reasonably, enter into an acknowledgement and assumption of this Participation - 384 - Agreement, which acknowledgement and assumption shall not provide for a right of repurchase for the Province upon such sale, but shall require payment of Profit (subject to, as applicable, Section 12 below) resulting from such sale by such mortgagee, and shall require that any transferee of the Property or part thereof from such mortgagee enter into an assumption agreement in compliance with paragraph 9 below. 7. The Transferee acknowledges and agrees that the Province shall have all the rights and remedies of a secured party under the Personal Property Security Act and a mortgagee under the Mortgages Act in the event that such Transferee fails to pay any amount owing to the Province pursuant to this Participation Agreement. 8. On the Closing Date the Transferee will register in the appropriate land registry office a Notice of this Participation Agreement on title to the Property immediately following the transfer to the Transferee and prior to any mortgage or other instrument (other than Permitted Encumbrances pursuant to, and as defined in, the Sale Agreement). 9. The Transferee acknowledges that the provisions of this Participation Agreement run with title to the Property, and the Transferee covenants not to sell, transfer or otherwise alienate the Property or any part thereof to any affiliated entity or any third party unless such transferee agrees in wr iting to assume the obligations of the Transferee herein and be bound by the terms of this Participation Agreement in respect of the Property or such part thereof, as the case may be, in a form satisfactory to the Province. 10. At least 15 Business Days prior to the scheduled completion of a transfer of title to the Property or portion thereof, the Transferee shall deliver to the Province a sworn declaration setting forth the proposed Sale Price and Eligible Expenses and if there is any Profit, including information used to calculate the Sale Price, Eligible Expenses and Base Amount in accordance with this Participation Agreement, in reasonable detail to allow analysis and approval of the calculation of the Sale Price, Eligible Expenses and Profit (if any) by the Province. The declaration shall also include the calculation of the Profit payable by the Transferee to the Province. Prior to the completion of any transfer of the Property or any portion thereof by the Transferee, the Transferee must first obtain the approval of the calculation of the Sale Price, Eligible Expenses and the Profit, in writing, from the Province, and make arrangements to pay the Profit to the Province, if any, which arrangements must be satisfactory to the Province, acting reasonably. 11. In the case of a sale of a Sale Interest by a Transferee to a Third Party during the Term, the Profit, if any, payable to the Province pursuant to Section 2(e) hereof in connection with such sale shall take into account any Profit paid to the Province pursuant to this Agreement on a prior sale of a Sale Interest to a Third Party during the Term, it being the intent that the : (A) the Eligible Expenses in respect of each sale of a Sale Interest shall be the relevant costs incurred by such Transferee during its period of ownership of such Sale Interest; and (B) the Base Amount in respect of such Sale Interest shall be the Sale Price in respect paid by such Transferee in respect thereof, calculated based on a pro-rata basis in accordance with paragraph 2 above in respect of any portion of the Property if applicable. 12. In the case of a sale by a bona fide Third Party mortgagee of the Property or any part thereof referred to in paragraph Error! Reference source not found. above, where the mortgagee is one of the five - 385 - largest Schedule I Canadian chartered banks, the Profit, if any, payable in connection with such sale shall be the greater of: (a) amount by which the Sale Price in respect thereof exceeds the aggregate of the following: (i) the indebtedness outstanding under such mortgage; provided that such indebtedness shall not be greater than an amount equal to 70% of such bank’s valuation of the Property or relevant part thereof, excluding any equipment located on the Property (other than equipment required for the operation of the building, including but not limited to HVAC systems), which valuation shall be determined in accordance with such bank’s then customary lending practices; (ii) unpaid interest in respect of such indebtedness; and (iii) reasonable costs incurred by such bank in connection with the enforcement of such mortgage and the sale of the Property or part thereof; and (b) the amount that would otherwise be determined to be Profit pursuant to paragraph Error! Reference source not found.. 13. Any notice or other communication required or permitted to be given hereunder ("Notice") must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and if it is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: [_________________] and to the Transferee’s solicitor at: [_________________] and to the Province at: c/o Ontario Infrastructure and Lands Corporation Sales and Acquisitions 1 Dundas Street West Suite 2000 Toronto, ON M5G 2L6 Attention: Vice President, Sales and Acquisitions Facsimile: 416-327-3942 And: Attention: Director, Legal Services (Real Estate and Leasing) 777 Bay Street, Suite 900 Toronto, ON M5G 2C8 - 386 - Facsimile: 416-326-2854 or at such other addresses as the parties may designate from time to time. 14. This Participation Agreement may be executed and delivered in counterparts and any such counterpart may be delivered in its original form or by facsimile transmission and each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same Agreement. 15. This Participation Agreement shall be binding upon, and enure to the benefit of the Transferee and the Province and their respective successors and permitted assigns. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK – SIGNING PAGE FOLLOWS] - 387 - DATED the <<Day>>, day of <<Month>>, <<Year>>. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: By: Name: Title: I/We have authority to bind the Corporation. DATED the <<Day>>, day of <<Month>>, <<Year>>. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF GOVERNMENT AND CONSUMER SERVICES AS REPRESENTED BY ONTARIO INFRASTRUCTURE AND LANDS CORPORATION Per: Name: <<Director/Project Manager’s Name>> Title: <<Title>>, Sales, Easements & Acquisitions I have the authority to bind the Corporation. - 388 - APPENDIX “A” [_________________] - 389 - Schedule H DEVELOPMENT AGREEMENT PAYMENTS RE: Her Majesty the Queen in Right of Ontario as Represented by the Minister of Government and Consumer Services (the “Vendor”) s/t The Corporation of the City of Pickering (the “Purchaser”) [INSERT LEGAL DESCRIPTION] Closing Date: Development Agreement Payments to Vendor under Section 16.03 and 16.07 D/C Credit Recovery Payment $ Servicing Costs $ Seaton CSA $ Development Agreement Payments to Applicable Trustee under Section 16.06 Private Landowner Equivalency Payment $ Seaton CSA $ Seaton-Durham CSA $ Development Agreement Security under Section 16.01 Phase 1 RFEA $ Drawdown LC w/ Region of Durham $ Security w/ Region of Durham Seaton CSA $ Seaton-Durham CSA $ TOTAL AMOUNT $ All without duplication. E.&O.E. - 390 - 4152-5502-2902.9 38997-2012 35086724.2 THE CORPORATION OF THE CITY OF PICKERING as "Vendor" and CAPLINK ACQUISITIONS LIMITED as "Purchaser" AGREEMENT OF PURCHASE AND SALE MAY3,2022 IO BUNDLE 8 LANDS Execution Version Attachment #2 to Report LEG 12-22 - 391 - TABLE OF CONTENTS SECTION 1 DEFINITIONS .......................................................................................................................2 SECTION 2 AGREEMENT OF PURCHASE AND SALE .....................................................................7 SECTION 3 DEPOSIT/ PAYMENT OF PURCHASE PRICE ..............................................................8 SECTION 4 HARMONIZED SALES TAX ............................................................................................11 SECTION 5 "AS IS WHERE IS", PURCHASER'S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY ........................................................................................................11 SECTION 6 CLOSING CONDITIONS ..................................................................................................16 SECTION 7 EXTENSION OF CLOSING ..............................................................................................18 SECTION 8 INTENTIONALLY DELETED..........................................................................................18 SECTION 9 RISK......................................................................................................................................18 SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS ...............19 SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS ........20 SECTION 12 INTENTIONALLY DELETED ........................................................................................21 SECTION 13 REFERENCE PLAN .........................................................................................................21 SECTION 14 TITLE .................................................................................................................................21 SECTION 15 NO ASSIGNMENT ETC...................................................................................................22 SECTION 16 DEVELOPMENT AGREEMENTS .................................................................................22 SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS .........24 SECTION 18 TENDER .............................................................................................................................25 SECTION 19 ADJUSTMENTS ................................................................................................................25 SECTION 20 ELECTRONIC REGISTRATION ...................................................................................26 SECTION 21 CLOSING DELIVERABLES ...........................................................................................26 SECTION 22 NOTICE ..............................................................................................................................28 SECTION 23 CONFIDENTIALITY .......................................................................................................29 SECTION 24 GENERAL ..........................................................................................................................29 SECTION 25 IRREVOCABLE PERIOD ...............................................................................................31 4 !52-5502-2902.9 38997-2012 35086724.2 - 392 - AGREEMENT OF PURCHASE AND SALE dated as of the 3 rd day of May, 2022 BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (hereinafter called the "Vendor") OF THE FIRST PART -and - CAPLINK ACQUISITIONS LIMITED (hereinafter called the "Purchaser") OF THE SECOND PART RECITALS: A. As of the date hereof Her Majesty The Queen in Right of Ontario, as represented by The Minister of Government and Consumer Services, ("HMQ") is the owner in fee simple of the property defined as the "Lands" in Section 1.0 I (pp) of this Agreement. B. The Lands are subject to the Development Agreements, and the Purchaser has agreed to assume the Development Agreements as they relate to the Lands. C. The Lands are subject to the Lease(s), and the Purchaser has agreed to assume the Lease(s) as they relate to the Lands on the terms and conditions as described in this Agreement. D. The Vendor offered to purchase the property from HMQ on the terms and conditions set forth in an offer (which offer, if accepted by HMQ, is referred to as the "HMQ Purchase Agreement"), in order to immediately thereafter, sell such fee simple interest in the Lands to the Purchaser. E. The Purchaser has offered to purchase the Property from the Vendor on the terms and conditions hereinafter set forth. NOW THEREFORE in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 4152-5502-2902.9 38997-2012 35086724.2 - 393 - - 2 - SECTION 1 DEFINITIONS 1.01 Definitions Unless the context expressly or by necessary implication indicates a contrary meaning, the terms defined in this Section 1.01 for all purposes of this Agreement, shall have the meanings set out below: (a) "Adjustments" means the adjustments to the Purchase Price provided for and determined pursuant to this Agreement. (b) "Affiliate" has the meaning set out in the Business C01porations Act, R.S.O. 1990, c. B. 16. (c) "Agreement" means collectively, this agreement of purchase and sale, all Schedules attached hereto and every properly executed instrument which by its terms amends, modifies or supplements this Agreement. (d) "Applicable Laws" means, collectively, all statutes, laws, by-laws, regulations, ordinances and orders of any governmental Authority, including without limitation all Land Use Regulations. (e) "As Is Where Is" has the meaning ascribed to it in Section 5.01. (f) "Assignee" has the meaning ascribed to it in Section 15 .02. (g) "Assignment and Assumption Agreement" means an agreement by which the Vendor shall assign and the Purchaser shall become a patty to a Development Agreement, Lease Permitted Encumbrance or the Participation Agreement and whereby the Purchaser assumes the responsibility of the Vendor with regard to the Property pursuant to such Development Agreement, Lease Permitted Encumbrance or the Participation Agreement. (h) "Attribution Development Charges" means the Regional Attribution Water Supply DC and the Regional Attribution Sanitary Sewerage DC (as such terms are defined in the Phase 1 RFEA) from time to time. (i) "Attribution Prepayment" means the sum of the "Regional Attribution Water Supply DC Prepayment" and the "Regional Attribution Sanitary Sewerage DC Prepayment" (as such terms are defined in the Phase I RFEA) from time to time. G) "Authority" means any governmental or quasi-governmental authority, regulatory authority, government depmiment, agency, commission, board, tribunal, body or depatiment, or any court, whether federal, provincial or municipal, having jurisdiction over the Property, or the use thereof, and includes the City and the Region. (k) "Buildings" means, individually or collectively, as the context requires, all buildings, structures and fixed improvements located on, upon or under the Lands, and all improvements and fixtures of the Vendor contained in, upon or on such buildings and structures which are used in the operation of same, and "Building" means any one of the Buildings. 4152-5502-2902.9 38997-2012 35086724.2 - 394 - - 3 - (I) "Business Day" means any day on which the Government of Ontario normally conducts business. (m) "City" means the City of Pickering. (n) "Closing" means the closing of the Transaction, including without limitation, the payment of the Purchase Price and the delivery of the closing documents in accordance with the provisions of this Agreement. ( o) "Closing Date" means, subject to Section 7 .0 l, the date that is the later of: (i) the first Business Day that is 20 Business Days following the date the Purchaser waives or satisfies its condition(s) contained in Section 6.04a); and (ii) the first Business Day that is 10 Business Days following the deposit ofthe Reference Plan with the Land Registry Office, or such other date as the parties may agree, acting reasonably, provided that in no event shall the Closing Date occur after the Outside Date unless agreed to by the Purchaser, in its sole discretion. (p) "Community Use Land" has the meaning ascribed to it in the Seaton CSA. (q) "Contaminant" has, for the purposes of this Agreement, the same meaning as that contained in the Environmental Protection Act, R.S.O. 1990, c. E.19, as amended, and shall include the requirements of any and all guidelines and/or policies issued by the Ontario Ministry of the Environment and Climate Change and/or the Ministry of Labour. (r) "Cost Shared Service" has the meaning ascribed to it in the Seaton CSA. (s) "DC Credit Recovery Payment" has the meaning ascribed to it in Section 16.03. (t) "Deposit" has the meaning ascribed to it in Section 3.01. (u) "Developable Area Share" has the meaning ascribed to it in the Seaton CSA. (v) "Development Agreements" means, collectively, the Phase 1 RFEA, the Seaton CSA, the Pickering FIA, the Seaton-Durham CSA and the Master Parks Agreement, and "Development Agreement" means any one of such agreements. (w) "Development Agreement Payment" means any payment required to be made, or security to be provided, to an Authority, to the Vendor, or to a trustee named under a Development Agreement, by the Purchaser at Closing hereunder and whether required by an Assignment and Assumption Agreement or otherwise, and includes, but is not limite,d to, the DC Credit Recovery Payment, Attribution Prepayment, Development Agreement Security, Development Charge Prepayments, and Private Landowner Equivalency Payment. (x) "Development Agreement Security" means any security required to be delivered by a Private Landowner pursuant to a Development Agreement, whether by letter of credit or otherwise. (y) "Development Charge Credits" means the development charge credits earned pursuant to the Phase 1 RFEA. 4152-5502-2902.9 38997-2012 35086724.2 - 395 - - 4 - (z) "Development Charge Prepayments" means the prepayments on account of the Regional Attributions Development Charges required to be paid to the Region pursuant to the Phase I RFEA upon the development of Employment Lands. (aa) "Drainage Area Share" has the meaning ascribed to such term in the Seaton CSA. (bb) "Durham Owners" has the meaning ascribed to it in the Seaton-Durham CSA. (cc) "East Parcel" means that part of the Property described as the "East Parcel" on the sketch plan attached hereto as Schedule A-2. (dd) "Employment Lands" means those lands designated as "Prestige Employment Lands" in the 'Central Pickering Development Plan'. (ee) "Environmental Law" means, collectively, all Applicable Laws and agreements with governmental Authorities and all other applicable federal and provincial statutes, municipal and local laws, common law and deed restrictions, all by-laws, regulations, codes, licences, permits, orders, directives, guidelines, decisions rendered by any governmental Authority relating to the protection of the environment, natural resources, public health, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, packaging, transport, handling, containment, clean-up or other remediation or corrective action of any Hazardous Substance, and all authorizations issued pursuant to such Applicable Laws, agreements or statutory requirements. (ff) "Environmental Objection" has the meaning ascribed to it in Section 5.02. (gg) "Environmental Reports" means the reports relating to the environmental condition of the Lands as identified in Schedule C. (hh) "Execution Date" means the date on which this Agreement has been executed and delivered by all patties hereto. (ii) "Hazardous Substance" includes, but is not limited to any hazardous or toxic chemical, waste, by-product, pollutant, contaminant, compound, product or substance, including without limitation, any Contaminant, asbestos, polychlorinated biphenyls, petroleum and its derivatives, by-products or other hydrocarbons and any other liquid, solid or gaseous material the exposure to, or manufacture, possession, presence, use, generation, storage, transportation, treatment, release, disposal, abatement, cleanup, removal, remediation or handling of, which is prohibited, controlled or regulated by any and is defined in or pursuant to any Environmental Law. (ij) "HMQ" has the meaning ascribed to it in the recitals above. (kk) "HMQ Acquisition Costs" has the meaning ascribed to it in Section 17 .02. (II) "HMQ Purchase Agreement" has the meaning ascribed to it in the recitals above. (mm) "HST" has the meaning ascribed to it in Section 4.01. 4152-5502-2902.9 38997-2012 35086724.2 - 396 - - 5 - (nn) "Inspection Period" means that period of time which ends on the first Business Day that is 45 days following the later of: (i) the Execution Date; and (ii) the "Execution Date" pursuant to (and as defined in) the HMQ Purchase Agreement. (oo) "Irrevocable Period" has the meaning ascribed to it in Section 25.01. (pp) "Lands" means the land(s) described in Schedule A-1 and outlined in red on the sketch plan attached hereto as Schedule A-2, as such description and sketch plan may be amended pursuant to Section 13.01. ( qq) "Land Transfer Tax Affidavit" has the meaning ascribed to it in Section 17.01. (rr) "Land Use Regulations" means collectively, any land use policies, regulations, by-laws, or plans of any Authority that apply to the use of the Property, including the existing Official Plans, zoning by-laws and zoning orders. (ss) "Lease(s)" means all leases or licences of any portion of the Lands in force at Closing. (tt) "Master Parks Agreement" means the Master Parks Agreement dated May 1, 2017 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of establishing arrangements pertaining to the satisfaction of the park dedication requirements for the Seaton Community. (uu) "Municipality" means the municipality (or municipalities) where the Prope1ty is located. (vv) "Offer Date" means the date the offer herein is submitted to the Vendor by the Purchaser. (ww) "OILC" means Ontario Infrastructure and Lands Corporation. (xx) "Open Data" means data that is required to be released to the public pursuant to the Open Data Directive. (yy) "Open Data Directive" means the Management Board of Cabinet's Open Data Directive, updated on April 29, 2016, as same may be amended from time to time. (zz) "Outside Date" means July 29, 2022, or such other date as the pmties agree. (aaa) "Participation Agreement" means the participation agreement to be entered into between the Vendor and HMQ at Closing, which participation agreement shall be substantively in the form attached to the HMQ Purchase Agreement. (bbb) "Permitted Encumbrances" means, collectively, the encumbrances listed in Schedule B and any encumbrances created under the terms of this Agreement. ( ccc) "Phase 1 RFEA" means the Seaton Regional Infrastructure Front Ending Agreement entered into amongst the Vendor, the Region and other owners of development land in the Seaton Community respecting the front end financing of certain Regional Infrastructure required for the development of Seaton Phase 1 (as defined in the Phase 1 RFEA) and the 4152-5502-2902.9 38997-2012 35086724.2 - 397 - - 6 - design and construction of such Regional Infrastructure by the Vendor, the Region and such other owners. ( ddd) "Phase 1 RFEA Lands" has the meaning ascribed to such term in the Phase 1 RFEA. (eee) "Phase 1 Prestige Employment Lands" has the meaning ascribed to such term in the Phase 1 RFEA. (fff) "Pickering FIA" means the Financial Impacts Agreement dated November 26, 2015 entered into by the City, and the owners of other development land in the Seaton Community for the purpose of confirming arrangements pertaining to the financing and construction of certain infrastructure and other related matters affecting the development of lands in Seaton. (ggg) "Private Landowner" has the meaning ascribed to such term in the Seaton CSA. (hhh) "Private Landowner Equivalency Payment" has the meaning ascribed to it in Section 16.06. (iii) "Property" means, collectively, all of the right, title and interest of the Vendor in and to the Lands and the Buildings. (jjj) "Property Documents" means the documents in OILC's current possession and related to the Property, as set out in Schedule C, and shall include, but shall not be limited to: (A) executed copies of any assignable service contracts, operating agreements and management agreements; (B) copies ofassignable guarantees and warranties of materials, workmanship, labour and materials relating to the Property that are still in effect; (C) copies of the Environmental Reports, heritage repmts, archaeological reports or any other repmt relating to the physical, geotechnical or environmental condition of the Property; (D) copies of all Lease(s); (E) copies of all Permitted Encumbrances which are not registered against title to the Property; and (F) any plan of survey of the boundaries of the Property. (kkk) "Provincial Successor" has the meaning ascribed to such term in the Seaton CSA. (lll) "Purchase Price" means the total amount determined by Section 2.02 that shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments. (mmm) "Purchaser's Reports" has the meaning ascribed to it in Section 5.06. 4152-5502-2902.9 38997-2012 35086724.2 - 398 - - 7 - (nnn) "Region" means the Regional Municipality of Durham. ( ooo) "Regional Infrastructure" has the meaning ascribed to it in the Seaton CSA. (ppp) "Reference Plan" has the meaning ascribed to it in Section 13.01. (qqq) "ROFO and Repurchase Agreement" means the ROFO and Repurchase Agreement attached hereto as Schedule G to be entered into between the Vendor and the Purchaser on Closing. (rrr) "SCS" means SCS Consulting Group Ltd., being the professional land development engineering consultants acting on behalf of the trustees under the Development Agreements. (sss) "Seaton Community" means the developable land as determined by the Central Pickering Development Plan, as may be further refined, and as determined by the Seaton CSA. (ttt) "Seaton CSA" means the Amended and Restated Cost Sharing Agreement dated November 26, 2015 between the Vendor and other owners of development land in the Seaton Community to provide for the sharing of the costs of development in the Seaton Community. (uuu) "Seaton-Durham CSA" means an agreement dated November 26, 2015 between the Vendor, the Private Landowners and the Durham Owners to provide for the recovery of certain costs of construction of Regional Infrastructure to be incurred by the Vendor and the Private Landowners pursuant to the Phase 1 RFEA from the Durham Owners. (vvv) "Seaton Trustee" means the trustee as provided for in the Seaton CSA, as it is from time to time. As of the Execution Date, the Seaton Trustee is North Pickering Community Management Inc. (www) "Servicing Costs" has the meaning ascribed to it in Section 16.07. (xxx) "Subsequent Phase" means development of land in the Seaton Community, the development of which is not covered by the Phase 1 RFEA, and for which no allocation of sewer or water capacity has CU!Tently be granted by any Authority. (yyy) "Transaction" means, collectively, the purchase and sale of the Property provided for in this Agreement and all other matters contemplated in this Agreement. (zzz) "Vendor Parties" has the meaning ascribed to in Section 5.08. (aaaa) "West Parcel" means that patt ofthe Property described as the "West Parcel" on the sketch plan attached hereto as Schedule A-2. 4152-5502-2902.9 38997-2012 35086724.2 - 399 - - 8 - SECTION2 AGREEMENT OF PURCHASE AND SALE 2.01 Subject to the closing of the HMQ Purchase Agreement and transfer of the fee simple interest in the Property to the Vendor pursuant thereto, the Vendor agrees to sell, transfer and assign to the Purchaser all of the right, title and interest of the Vendor in the Property and the Purchaser agrees to purchase, acquire and assume the Property from the Vendor for the Purchase Price which shall be paid by the Purchaser to the Vendor for the Property, exclusive of HST and subject to the Adjustments on the Closing Date. 2.02 The Purchase Price for the Property shall be calculated as follows: (a) The Purchase Price for the East Parcel shall be based on a per acre price of FIVE HUNDRED AND FIFTEEN THOUSAND FIVE HUNDRED AND THIRTY-FIVE DOLLARS ($515,535.00). It is estimated that the area of the East Parcel is 60.8 acres more or less, which would result in a Purchase Price of THIRTY-ONE MILLION THREE HUNDRED AND FORTY-FOUR THOUSAND FIVE HUNDRED AND TWENTY EIGHT DOLLARS ($31,344,528.00). Provided however, that the actual Purchase Price for the East Parcel shall be calculated based on the area of the Lands as determined by the Reference Plan to be prepared pursuant to Section 13.01 or by such reference plans as may have been deposited prior to the date hereof. (b) The Purchase Price for the West Parcel shall be based on a per acre price of THREE HUNDRED AND TWENTY SIX THOUSAND FIVE HUNDRED AND FIVE DOLLARS ($326,505.00). It is estimated that the area of the West Parcel is 89.1 acres more or less, which would result in a Purchase Price of TWENTY-NINE MILLION NINETY-ONE THOUSAND FIVE HUNDRED AND NINETY-FIVE DOLLARS AND FIFTY CENTS ($29,091,595.50). Provided however, that the actual Purchase Price for the West Parcel shall be calculated based on the area of the Lands as determined by the Reference Plan to be prepared pursuant to Section 13.01 or by such reference plans as may have been deposited prior to the date hereof. SECTION3 DEPOSIT /PAYMENT OF PURCHASE PRICE 3.01 The Purchaser will pay to Vendor's solicitor in trust, by wire transfer: (a) Within five Business Days following the submission of this offer to purchase, a sum equal to five percent (5%) of the Purchase Price, as estimated at Section 2.02 hereof, as a deposit to be held in accordance with the terms of this Agreement; (b) Within two Business Days following the Execution Date a further sum equal to five percent ( 5%) of the Purchase Price, as estimated at Section 2.02 hereof, as a further deposit to be held in accordance with the terms of this Agreement; and (c) Within two Business Days following the satisfaction or waiver of the Purchaser's conditions in Section 6.04a) a further sum equal to ten percent (10%) ofthe Purchase Price, as estimated at Section 2.02 hereof, as a frniher deposit to be held in accordance with the terms of this Agreement, 4152-5502-2902.9 38997-2012 35086724.2 - 400 - - 9 - (collectively, the "Deposit"). (d) The Deposit shall be invested by the Vendor's solicitors in an interest-bearing trust account with one of the six largest Schedule I Canadian chartered banks pending completion of the Transaction or earlier termination of this Agreement. The Deposit shall be credited against the Purchase Price on Closing and any and all interest earned thereon shall accrue to the benefit of and, subject to Sections (d) and 5.03, be paid to the Purchaser forthwith following the Closing Date or earlier termination of this Agreement. The Vendor's solicitors are hereby authorized and directed to pay the Deposit ( or such portion of it as has been delivered by the Purchaser), together with all interest accrued thereon, in the manner contemplated by the provisions of this Section 3.02. (e) The Deposit shall be held by the Vendor's solicitors in trust in an interest-bearing account, interest bearing investment certificate or term deposit, or similar investment, with a Canadian Schedule I chartered bank pending Closing or earlier termination of this Agreement. It is expressly agreed that for the purposes of section 57 of the Law Society Act (Ontario), interest accrued on the Deposit shall be disposed of in accordance with this Agreement, which constitutes an "anangement in writing" for the purposes of paragraph 57(5)(a) of such Act, and shall not be held in trust for the Law Foundation of Ontario. (f) In holding and dealing with the Deposit pursuant to this Agreement, the Vendor's solicitors shall not be bound in any way by any agreement other than this Agreement, and the Vendor's solicitors shall not be considered to assume any duty, liability or responsibility other than to hold the Deposit in accordance with the provisions of this Agreement and to pay the Deposit, and any interest earned thereon, to the Person becoming entitled thereto in accordance with the terms of this Agreement, except in the event of a dispute among the parties to this Agreement as to entitlement to the Deposit. In the case of such dispute, the Vendor's solicitors may, in their discretion, hold the Deposit pending resolution of said dispute, or may, in their discretion, pay the Deposit into court, whereupon the Vendor's solicitors shall have no further obligations relating to the Deposit. (g) Nothing in this Agreement shall make the Vendor's solicitors responsible or liable in any matter for the sufficiency, correctness, genuineness or validity of any notice, certificate, authorization, direction and/or any other document to be delivered pursuant to this Agreement and accordingly, the Vendor's solicitors shall be at liberty to accept any notices, certificates, authorizations or directions of each of the parties or any other documents provided by such parties to the Vendor's solicitors as to any statements of facts as conclusive evidence of the truth of such statements and the Vendor's solicitors shall be in no way bound to call for further evidence or be responsible for any loss that may be occasioned by its failing to do so. For greater certainty, the Vendor's solicitors shall be entitled to assume or rely upon the authority of the person or entity making or signing such notice, certificate, authorization, direction and/or other document, the genuineness of the signatures thereto and the accuracy of the matters set out therein, with the right, but without the duty or obligation on the part of the Vendor's solicitors, to inquire beyond the face of any such notice, certificate, authorization, direction and/or other document received by it and the Vendor's solicitors shall be relieved of any liability or responsibility for any loss or damage which may arise as the result of the acceptance by the Vendor's solicitors of any such notice, certificate, authorization, direction and/or other document received by it in good faith. The Vendor's solicitors shall retain the right not to act and shall not be held 4152-5502-2902,9 38997-2012 35086724.2 - 401 - -IO - liable for refusing to act unless it has, in its sole judgement, received clear documentation which complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. The Vendor's solicitors shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Vendor's solicitors, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline. Further, should the Vendor's solicitors, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to pay the Deposit into comt without further liability on fifteen (15) days' written notice to the patties, provided (i) that the Vendor's solicitors written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Vendor's solicitors satisfaction within such fifteen (15) day period, then such resignation shall not be effective. (h) The Vendor's solicitors shall not be liable for any action taken or omitted by it, in good faith and in the exercise of its reasonable judgment in connection with the Deposit. (i) The patties to this Agreement expressly acknowledge to the Vendor's solicitors that the Vendor's solicitors may rely upon the provisions of this Section 3.02 notwithstanding that the Vendor's solicitors are not a Party to this Agreement. 3.02 If the Transaction is not completed in accordance with this Agreement for any reason other than the default of the Purchaser hereunder, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest forthwith after termination of this Agreement. If the Transaction is not completed in accordance with this Agreement due to a specific default by the Purchaser, then the Deposit, together with all interest accrued thereon, shall be forfeited to the Vendor as liquidated damages and not as a penalty. 3.03 If the Transaction is completed, the Deposit shall be credited against the Purchase Price due on Closing and all interest accrued thereon shall be paid to the Purchaser or as it may direct fo1thwith following Closing. 3.04 On Closing the Purchase Price shall be paid and satisfied as follows: (a) by release of the Deposit to the Vendor; and (b) the balance of the Purchase Price, as adjusted pursuant to this Agreement shall be paid on the Closing Date by the Purchaser to, at the election of the Vendor, either (i) the Vendor in trust; or (ii) HMQ by way of a written direction from the Vendor, which direction shall be provided not less than two (2) Business Days prior to Closing. The balance of the Purchase Price shall be payable by way of wire transfer, such payment being deemed to have been made when the recipient's financial institution confirms receipt of such wire transfer. 3.05 In addition to the Purchase Price, at Closing the Purchaser shall pay, or cause to be paid, all Development Agreement Payments to the Vendor or as the Vendor may direct, to the appropriate Authority, or to the appropriate trustee under a Development Agreement. 4152-5502-2902.9 38997-2012 35086724.2 - 402 - -11 - 3.06 The Purchaser acknowledges that at Closing it will be required to provide, or cause to be provided, Development Agreement Security to the appropriate Authority pursuant to one or more of the Development Agreements. 3.07 The Transaction shall be completed on the Closing Date at the offices of the Vendor's solicitors. SECTION 4 HARMONIZED SALES TAX 4.01 The Purchase Price does not include the Harmonized Sales Tax ("HST") payable by the Purchaser in respect of the purchase of the Property pursuant to the Excise Tax Act, R.S.C. 1985, c. E.15 (Canada) (the "Act"). Subject to Section 4.02, the Purchaser agrees to pay to the Vendor, on the Closing Date, as a condition of completion of this Transaction by wire transfer, certified cheque or bank draft, all HST payable as a result of this Transaction in accordance with the Act. 4.02 Notwithstanding Section 4.01 above, the Vendor shall not collect HST from the Purchaser in this Transaction if, on Closing, the Purchaser ( or the applicable beneficial owner, if the Purchaser is acting as nominee or bare trustee) is registered under the Act and in that event, the Purchaser shall: (a) file returns and remit such HST to the Receiver General for Canada when and to the extent required by the Act; and (b) provide to the Vendor, on the Closing Date, a certificate confirming that the Purchaser (or the applicable beneficial owner, if the Purchaser is acting as nominee or bare trustee) is registered under the Act for the purposes of collecting and remitting HST, and confirming its HST registration number under the Act, together with an indemnity in favour of the Vendor for any and all HST, fines, penalties, actions, costs, losses, claims, damages or expenses and/or interest which may become payable by, or assessed against, the Vendor as a result of the Vendor's failure to collect HST from the Purchaser on the Closing Date, such certificate and indemnity to be in a form satisfactory to the Vendor's solicitor, acting reasonably, failing which the Purchaser shall pay to the Vendor on Closing the HST payable by the Purchaser with respect to this Transaction and the Vendor shall remit such HST to the appropriate Authority in accordance with the Act. 4.03 The Purchaser's obligations under this Section 4 shall survive and not merge on Closing. SECTIONS "AS IS WHERE IS", PURCHASER'S INSPECTION PERIOD, AND ENVIRONMENTAL INDEMNITY 5.01 The Purchaser acknowledges and agrees that: (a) in entering into this Agreement, the Purchaser has relied and will continue to rely entirely and solely upon its own inspections and investigations with respect to the Property, including, without limitation, the physical and environmental condition of the Property and a review of any documentation respecting the Prope1iy, and the Purchaser acknowledges it 4152-5502-2902.9 38997-2012 35086724.2 - 403 - -12 - is not relying on any information furnished by the Vendor or any other person on behalf of, or at the direction of, the Vendor in connection therewith; (b) the Purchaser is purchasing and shall accept, assume and take title to the Prope1iy and any improvements thereon in an "As Is, Where Is" condition. The term "As Is, Where Is" means in its condition or state on the Offer Date, without any agreement, representation or warranty of any kind whatsoever, either express or implied on the part of the Vendor, as to the condition of the soil, the subsoil, the ground and surface water or any other environmental matters, the condition of the Lands, suitability for development, physical characteristics, profitability, the condition of the Buildings, or any other matter respecting the Property whatsoever, including without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant, the use to which the Prope1iy may be put and its zoning, the development potential of the Property or the ability of the Purchaser to obtain approvals with respect to the Purchaser's intended development of the Property, or as to the accuracy, currency or completeness of any information or documentation supplied to the Purchaser in connection with the Prope1iy; and (c) the Vendor shall have no obligations or responsibility to the Purchaser after Closing with respect to any matter relating to the Property or the condition thereof. The provisions of this Section 5.01 shall survive and not merge on Closing. Without limiting the foregoing, the Purchaser accepts, assumes and takes title to the Property subject to the land uses currently permitted on the Property by the applicable Land Use Regulations and the Purchaser shall not make and is not authorized by the Vendor to make, prior to completion ofthis Transaction, any applications to the Municipality or any governmental Authority for changes or variances to the uses currently permitted on the Property, including without limitation changes or variances to official plans and/or zoning by-laws applicable to the Prope1iy. 5.02 During the period of time commencing on the Execution Date and expiring on the expiration of the Inspection Period, the Purchaser may carry out whatever investigations it considers necessary to satisfy itself with respect to the condition of the soil, the subsoil, the ground and surface water or any other environmental matter relating to the Prope1iy, including, without limitation, compliance with Environmental Law, the existence of any Hazardous Substance or Contaminant. If as a result of such investigations the Purchaser has or acquires evidence within the Inspection Period that there exists a condition of non-compliance with Environmental Law or the presence of a Hazardous Substance or Contaminant on, in, at, under, emanating from or onto the Property that would be in excess of the guidelines for any of the permitted uses under the current zoning by-law affecting the Property, the risk or presence of which the Purchaser is not prepared to assume, then the Purchaser shall, by written notice, provide such evidence to the Vendor within the Inspection Period by way of a repmi of a recognized and qualified environmental consultant who shall specify in detail the nature of the non-compliance, Hazardous Substance or Contaminant and quantify the remediation cost ( collectively, an "Environmental Objection"). Upon receipt of an Environmental Objection, the Vendor may, at its option and in its sole discretion: (a) unde1iake, as the Purchaser's sole and exclusive remedy, to take such actions, complete such work and/or implement such measures, in the Vendor's sole discretion as to means and methods, as may be necessary to correct the matter of non-compliance prior to the Closing Date or as soon as reasonably possible after 4152-5502-2902.9 38997-2012 35086724.2 - 404 - -13 - the Closing Date if compliance prior to Closing is not, in the Vendor's opinion, reasonably possible, to the satisfaction of the Purchaser, acting reasonably; provided that if the Vendor selects the option in this paragraph a, the Vendor and the Purchaser shall enter into an agreement on Closing providing for correction of the non-compliance post-Closing as set out above, and for access to the Property by the Vendor, which agreement shall be in form satisfactory to the patties and their solicitors, each acting reasonably; (b) credit the Purchaser, as the Purchaser's sole and exclusive remedy, the quantified cost of correcting the matter of non-compliance as an adjustment to the Purchase Price in an amount to be acceptable to the Purchaser, acting reasonably, in which event the Purchaser shall, on Closing, expressly assume the obligation and undertake to correct the matter of non-compliance as soon as possible after the Closing Date and shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser's failure to remediate the Hazardous Substance, Contaminant and/or matter of non-compliance; (c) terminate this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor; or (d) refuse to do either a, b, or c above in which event the Purchaser shall have the option of either: (i) completing the Transaction without adjustment to the Purchase Price; or (ii) terminating this Agreement in which event the Deposit shall, subject to Section 5.03, be returned to the Purchaser with accrued interest, and without further liability to the Vendor. The Vendor shall have thirteen (13) Business Days from receipt of the Environmental Objection to make its election under a, b, c or d above by notice in writing to the Purchaser and in the event the Vendor fails to make an election within said thirteen (13) Business Day period, the Vendor will be deemed to have elected option d above. The Purchaser shall have seven (7) days from the date of the Vendor's election or deemed election under d above to elect, by notice in writing to the Vendor, to terminate or complete as per paragraph d above and in the event the Purchaser fails to make an election within said seven (7) day period the Purchaser shall be deemed to have elected to complete the Transaction without adjustment to the Purchase Price. 5.03 During the Inspection Period, the Vendor will permit the Purchaser together with its employees, agents or consultants access to the Property, at reasonable times and upon a minimum of three (3) Business Days' prior written notice to the Vendor, to carry out, at the Purchaser's sole expense and risk, such investigations, tests and inspections as the Purchaser deems necessary, provided that the Purchaser takes all reasonable care in the conduct of such investigations, tests and inspections. All tests, investigations and inspections conducted by the Purchaser or its representatives shall be commenced and completed prior to the expiration of the Inspection Period and shall be carried out as expeditiously as possible and at times and in such manner so as to not interfere with any tenants, occupants or licensees on the Property or the operation and maintenance of the Property. The Purchaser covenants and agrees to promptly repair or pay the cost of repair of any damage occasioned during or resulting from such investigations, tests and inspections of the Property conducted by the Purchaser or its representatives and to return the Property to substantially the 4152-5502-2902.9 38997-2012 35086724.2 - 405 - -14 - same condition it was in prior to such investigations, tests and inspections. The Vendor assumes no responsibility for and the Purchaser shall indemnify and save harmless the Vendor from and against any and all claims, demands, costs, damages, expenses and liabilities whatsoever arising from the Purchaser's and/or its agents' or consultants' presence on the Prope1ty or the Purchaser's and/or its agents' or consultants' activities on or in connection with the Property. The Vendor shall be entitled to deduct from the Deposit paid by the Purchaser hereunder the amount of any losses, costs, claims, third patty actions, damages and expenses which the Vendor may suffer as a result of a breach of this Section 5.03. The obligations in this Section 5.03 shall survive termination of this Agreement for a period of two (2) years and shall not merge on Closing. 5.04 Intentionally Deleted. 5.05 The Vendor agrees to provide to the Purchaser, the Prope1ty Documents listed in Schedule C and the Development Agreements within five (5) days of the date ofreceipt by the Vendor of the same from HMQ. The Purchaser acknowledges and agrees that: (i) the Prope1ty Documents are being provided to the Purchaser for informational purposes only and the Vendor makes no representations or warranties whatsoever with respect to the content, completeness or accuracy of the Property Documents, or the environmental or any other condition of the Property; (ii) the Vendor shall not be liable to the Purchaser, its agents, employees or lending institution in any way for any error, omission or inaccuracy contained in any Property Document; and (iii) as of the Closing Date, the Purchaser shall become solely liable for all conditions and Hazardous Substances and/or Contaminants existing at the Prope1ty, whether known or unknown by the Purchaser, and whether or not such conditions or Hazardous Substances and/or Contaminants are disclosed in the Property Documents or have been discovered by Purchaser in the course of its due diligence or other investigations or inspections of the Property. The Purchaser shall be entitled to review the Property Documents and the Development Agreements during the Inspection Period and the Vendor agrees to use commercially reasonable effo1ts to cause SCS to deliver to the Purchaser any financial statements, projections and budgets with respect to the Development Agreements requested by the Purchaser, acting reasonably, (the "Other Information"). 5.06 The Purchaser covenants and agrees that the Prope1ty Documents provided by the Vendor and any and all third patty reports, findings, recommendations, opinions and information resulting from the Purchaser's due diligence ("Purchaser's Reports") and the information contained therein shall be held in accordance with the confidentiality provisions set out in section 23. If this Agreement is terminated for any reason, the Purchaser will promptly return to the Vendor all Purchaser's Repo1ts and Prope1ty Documents without keeping copies. The Purchaser shall deliver to the Vendor forthwith following receipt, copies of any and all Purchaser's Repo1ts the Purchaser commissions or obtains during the course of its investigations. 5.07 In the absence of: (i) Purchaser delivering an Environmental Objection; and (ii) this Agreement terminating as a result of the condition set forth in Section 6.04a) not having been waived or satisfied, the Purchaser shall be conclusively deemed to accept the Property in its As Is, Where Is condition, having waived all requisitions concerning any matters relating to the Property, save for any valid requisition on title made prior to the expiry of the Inspection Period, and the Purchaser shall accept full responsibility for all conditions related to the Property, and the Purchaser shall comply, at its sole cost, with all orders relating to the condition of the Prope1ty issued by any competent government Authority, court or administrative tribunal, including any order issued against the Vendor including without limitation, any non-compliance with Environmental Law or relating to the existence of any Hazardous Substance or Contaminant. 4152-5502-2902.9 38997-2012 35086724.2 - 406 - -15 - 5.08 As an inducement to, and as further consideration for, the Vendor agreeing to sell the Prope1iy to the Purchaser upon the terms and conditions set forth in this Agreement, the Purchaser covenants and agrees that, effective as of the Closing Date, the Purchaser shall forever release and covenant not to sue the Vendor and its affiliates, subsidiaries, related legal entities, employees, directors, officers, appointees and agents ( each individually, a "Vendor Party" and collectively, the "Vendor Parties") with respect to anything arising out of the environmental or any other condition of the Property as of the Closing Date or the presence of Hazardous Substances or Contaminants in, on, under, or emanating from or onto the Property as of the Closing Date, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser's Reports or any other report, document or information discovered during the course ofthe Purchaser's due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. Nothing herein shall prevent the Purchaser from suing any third party who is not a Vendor Party, for any such condition, provided that the Purchaser hereby indemnifies and saves harmless the Vendor Parties for any claim made against a Vendor Party by any such third party resulting from such lawsuit. The foregoing shall in no way prevent the Purchaser from requiring compliance by the Vendor of any obligation to remediate which arises pursuant to Section 5.02a). 5.09 From and after the Closing Date, the Purchaser shall be responsible for, and hereby agrees to indemnify, defend and save harmless the Vendor Parties from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Property, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Prope1iy), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Property including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, property damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 5.10 The parties agree to execute and exchange at the time of Closing such further documentation as either party reasonably requests, including, but not limited to, an agreement whereby the Purchaser shall reaffirm the release, covenant not to sue and indemnifications regarding the condition of the Property and environmental matters set forth in this Section 5 in the form attached hereto as Schedule H. Notwithstanding the foregoing, the release, covenant not to sue and indemnifications set fo1ih in this Section 5 shall become effective and enforceable automatically upon the registration of the Transfer/Deed of Land in respect of the Property in favour of the Purchaser, and Purchaser 4152-5502-2902.9 38997-2012 35086724.2 - 407 - - I 6 - shall be bound by them, regardless of whether or not Purchaser executes any separate instrument at the time of Closing. 5.11 Unless otherwise expressly set out herein, this Section 5 shall not merge but shall survive the Closing Date and shall be a continuing obligation of the Purchaser. SECTION6 CLOSING CONDITIONS 6.01 The obligation of the Vendor to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) HMQ and the Vendor, shall have negotiated and entered into the HMQ Purchase Agreement and shall have satisfied or waived all ofthe conditions and requirements set out in the HMQ Purchase Agreement, as applicable therein, and the transactions provided for therein shall have been completed in accordance with the terms and conditions thereof, including that the Vendor shall have acquired the Property from HMQ, all of which shall have occurred prior to the Outside Date and prior to Closing; (b) the Reference Plan, if required, shall have been deposited within the Durham Land Registry Office pursuant to Section 13.01 of this Agreement; (c) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser shall have been complied with or performed in all material respects at the times contemplated in this Agreement; (d) the representations and warranties of the Purchaser set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (e) the Purchaser shall have executed all documents required to assume the obligations of the Vendor pursuant to the Development Agreements, including all required Assignment and Assumption Agreements; and (f) all documents and deliveries required to be executed and/or delivered by the Purchaser shall have been executed and delivered to the Vendor in accordance to this Agreement. 6.02 The conditions set forth in Section 6.01 are for the sole benefit of the Vendor and may be waived in whole or in pmt by the Vendor, or by its solicitors on its behalf, in the sole and absolute discretion of the Vendor by written notice to the Purchaser. The conditions are conditions precedent to the obligation of the Vendor to complete the herein Transaction on the Closing Date. 6.03 If a condition set forth in Section 6.01 is not fulfilled within the applicable time period, if any, and the Vendor fails to notify the Purchaser or the Purchaser's solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Vendor's sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, and (i) in the event the 4152-5502-2902.9 38997-20 !2 35086724.2 - 408 - -17 - Agreement is terminated as a result of the non-fulfilment of the condition set forth in Section 6.0l(a) or Section 6.0lb), neither the Vendor nor the Purchaser shall, subject to Section 5.03, be liable to the other for any loss, costs or damages, and the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction, and (ii) in the event the Agreement is terminated as a result of the non-fulfilment of any of the conditions set forth in Section 6.01 ( c ), 6.01 ( d), 6.01 ( e) or 6.01 f), the Deposit shall be forfeited to the Vendor as liquidated damages and not as a penalty. 6.04 The obligation of the Purchaser to complete the Transaction is conditional upon fulfillment of each of the following conditions on or before the Closing Date or any earlier date or time specified in this Agreement: (a) on or before the expiration ofthe Inspection Period, the Purchaser shall have satisfied itself in its sole and unfettered discretion, with the physical condition of the Lands, the environmental condition of the Lands, the zoning of the Lands, the Participation Agreement, the Development Agreements, the Property Documents, the Other Information, the Lease(s), and all of its other due diligence tests, evaluations, inspections and investigations, including, but not limited to, the conditions set out in Section 5.05; (b) HMQ and the Vendor, shall have negotiated and entered into the HMQ Purchase Agreement and shall have satisfied or waived all of the conditions and requirements set out in the HMQ Purchase Agreement, as applicable therein, and the transactions provided for therein shall have been completed in accordance with the terms and conditions thereof, including that the Vendor shall have acquired the Property from HMQ, all of which shall have occurred prior to the Outside Date and prior to Closing; (c) the Reference Plan, shall have been deposited within the Durham Land Registry Office pursuant to Section 13.01 of this Agreement; (d) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor shall have been complied with or perfotmed in all material respects at the times contemplated in this Agreement; (e) the representations and warranties of the Vendor set forth in this Agreement shall be true and accurate in all material respects as if made as of the Closing; (f) all documents and deliveries required to be executed and/or delivered by the Vendor shall have been executed and delivered to the Purchaser in accordance to this Agreement; and (g) the Phase 1 RFEA Amendment shall be finalized and entered into in accordance with Section 16.10. 6.05 The conditions set forth in Section 6.04 is for the sole benefit of the Purchaser and may be waived in whole or in patt by the Purchaser, or by its solicitors on its behalf, in the sole and absolute discretion ofthe Purchaser by written notice to the Vendor. The conditions are conditions precedent to the obligation of the Purchaser to complete the herein Transaction on the Closing Date. 6.06 Ifthe condition set forth in Section 6.04g) has not been fulfilled within in the applicable time period, the Purchaser shall have the right to extend the Closing Date by a period or periods not exceeding 4152-5502-2902.9 38997-2012 35086724.2 - 409 - -18 - in the aggregate 60 days in order to permit such condition to be fulfilled. It is acknowledged that the Vendor has a similar extension right pursuant to the HMQ Purchase Agreement, and the Vendor shall exercise such extension right if (and only) the Purchaser exercises the foregoing extension right for the same (and only the same) period(s) of time. 6.07 If a condition set fotth in Section 6.04 is not fulfilled within the applicable time period, if any, and/or the Purchaser fails to notify the Vendor or the Vendor's solicitors that such condition has been waived or the time period for compliance has been extended within the applicable time period allowed, if any (save and except for any condition which is to be satisfied on the Closing in connection with which it is hereby agreed that upon successful completion of the Transaction, such condition shall be deemed to have been satisfied), at the Purchaser's sole option, this Agreement shall be null and void, notwithstanding any intermediate act or negotiations, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction. SECTION7 EXTENSION OF CLOSING 7.01 Subject always to the restriction set out in Section 10.06 herein: (a) any extension of the irrevocable period pursuant to Section 7.02 of the HMQ Purchase Agreement shall automatically effect a similar extension to the Irrevocable Period pursuant to this Agreement, it being the intention that the Irrevocable Period hereunder shall always be the same period as the irrevocable period under the HMQ Purchase Agreement; and (b) any extension of the "Closing Date" pursuant to (and as defined in) the HMQ Purchase Agreement shall automatically effect a similar extension to the Closing Date pursuant to this Agreement, it being the intention that the Closing Date hereunder shall always be the same day as the "Closing Date" pursuant to (and as defined in) the HMQ Purchase Agreement and the Closing hereunder shall always be immediately following the "Closing" under (and as defined in) the HMQ Purchase Agreement. The Vendor agrees to give the Purchaser prompt notice of any exercise by HMQ its option under the HMQ Purchase Agreement to extend the closing date thereunder in accordance with the terms and conditions therein. SECTION 8 INTENTIONALLY DELETED SECTION9 RISK 9.01 Until completion of this Agreement on the Closing Date, the Prope1ty shall be and remain at the risk of the Vendor, except as otherwise provided in Section 5. The Purchaser acknowledges that the Vendor, in respect of damage to the Prope1ty, is self-insured. In the event of damage to the Property on or before the Closing Date (other than damage occasioned during or resulting from the Purchaser's and/or its agents, consultants or representatives entries and/or activities on or to the Prope1ty, in which event Section 5.03 shall govern) (the "Pre-Closing Damage"), the Vendor may elect (i) to forthwith repair the Prope1ty to the same state and condition as it was in at the Offer Date in which event the Purchaser will complete the Transaction without an abatement in the Purchase Price; or (ii) to reduce the Purchase Price by an amount equal to the cost required to 4152-5502-2902.9 38997-2012 35086724.2 - 410 - -19 - complete the repair as estimated by an independent qualified architect or engineer jointly retained by the Vendor and the Purchaser, acting reasonably and at arm's length in which event the Purchaser will complete the Transaction and accept a price reduction equal to such cost, or (iii) unless the Purchaser agrees to accept title to th(;) Property notwithstanding the election ofthe Vendor not to remediate or compensate to terminate this Agreement in which case the Deposit shall, subject to Section 5.03, be immediately returned to the Purchaser, with interest and without deduction, and neither party shall, subject to Section 5.03, have any further rights or obligations hereunder. 9.02 From and including the Closing Date, the Property shall be entirely at the risk of the Purchaser and the Purchaser shall accept and assume any and all responsibilities and liabilities arising out of or in any way connected with the Property whether they arose before, on or after the Closing Date and, without being limited by the foregoing, any state, nature, quality or condition in, on, under or near the Property existing as of the Closing Date, whenever and however arising, whether known or unknown and whether environmental or otherwise, and whether such responsibilities and liabilities are imposed by law, equity or any governing Authority. SECTION 10 VENDOR'S WARRANTIES, REPRESENTATIONS AND COVENANTS 10.01 The Vendor represents and warrants to the Purchaser that the execution, delivery and performance by the Vendor ofthis Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Vendor is a patty are within the Vendor's legal power and jurisdiction and have been duly authorized and approved by all necessary action on the part of the Vendor. 10.02 The Vendor represents and warrants to the Purchaser that this Agreement has been, and each agreement to be executed and delivered by the Vendor pursuant to this Agreement, will be duly and validly executed and delivered by the Vendor, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Vendor, enforceable against the Vendor in accordance with their respective terms. 10.03 The Vendor represents and warrants to the Purchaser that the Vendor is not a non-resident of Canada within the meaning and intended purpose of Section 116 of the Income Tax Act, R.S.C. 1985, c.1 (5 th Supp.). 10.04 The Vendor represents and warrants that there are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Property or which would restrict the ability of the Vendor to transfer the Property to the Purchaser. 10.05 The Vendor represents and warrants that on or prior to the Execution Date, the Vendor and HMQ have entered into the HMQ Purchase Agreement, a true and complete copy of which has been provided to the Purchaser, and which HMQ Purchase Agreement is in full force and has not been amended. 10.06 The Vendor covenants that it shall not agree to any amendment of the HMQ Purchase Agreement without the prior written permission of the Purchaser, which consent may be arbitrarily withheld if the Purchaser determines, acting reasonably, that such amendment would have an adverse effect on the rights of the Purchaser under this Agreement, but otherwise such consent will not be unreasonably withheld or unduly delayed. Notwithstanding the foregoing, the Vendor covenants 4152-5502-2902.9 38997-2012 35086724.2 - 411 - -20 - that it shall not agree to any amendment or extension to the "Closing Date" pursuant to (and as defined in) the HMQ Purchase Agreement that is not expressly provided for therein without the prior written permission of the Purchaser, which consent may be arbitrarily withheld if the amendment or extension of the "Closing Date" is after the Outside Date. 10.07 Any information provided by the Vendor or its agents, including the Property Documents, and any comments made by any Vendor Party are for the assistance of the Purchaser in allowing it to make its own inquiries. The Vendor makes no representations or warranties as to, and takes no responsibility for, the accuracy or completeness of the Property Documents or any other information it has provided to the Purchaser. 10.08 Following the Execution Date, the Purchaser shall be permitted, notwithstanding that it is not yet owner of the Property, to make application to the City for such development approvals, building permits and other third permits or consents that are required by Applicable Law from the City for the commencement of construction on the Property of one or more buildings. For certainty, the Purchaser shall not be entitled to commence such construction until following Closing, subject always to the term of such approvals, permits and consents. SECTION 11 PURCHASER'S WARRANTIES, REPRESENTATIONS AND COVENANTS 11.01 The Purchaser represents and warrants to the Vendor that the Purchaser does not have a conflict of interest with the Vendor or any Vendor Pmty. 11.02 The Purchaser represents and warrants to the Vendor that the execution, delivery and performance by the Purchaser of this Agreement, and each agreement to be executed and delivered pursuant hereto at Closing, to which the Purchaser is a pmty are within the Purchaser's legal power and jurisdiction and, will have been duly authorized and approved by all necessary action on the pmt of the Purchaser. 11.03 The Purchaser represents and warrants to the Vendor that this Agreement has been, and each agreement to be executed and delivered by the Purchaser pursuant to this Agreement, will be duly and validly executed and delivered by the Purchaser, and this Agreement constitutes, and each agreement to be executed and delivered pursuant hereto at Closing, when so executed and delivered will constitute, the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their respective terms. 11.04 The Vendor shall deliver and the Purchaser shall accept possession of the Property on the Closing Date in an As Is Where Is condition, subject to: (i) the Lease(s); (ii) the Development Agreements; and (iii) the Permitted Encumbrances. 11.05 As ofthe Closing Date, the Purchaser shall assume and be responsible as owner for the management and administration of the Property and the Vendor shall have no further responsibility whatsoever therefor. 11.06 Without limiting the generality of the foregoing, the Purchaser shall comply with the terms of the Permitted Encumbrances, any agreement entered into by the Vendor with any Authority relating to the Prope1ty, all other agreements relating to public utilities and municipal services, the Land Use Regulations, all relevant municipal by-laws and all registered restrictions. The Purchaser fu1ther 4152-5502-2902.9 38997-2012 35086724.2 - 412 - -21 - agrees and acknowledges that it shall be bound by any contractual obligations which the Vendor may have entered into concerning the Property prior to the Closing Date, to the extent that such contractual obligations have been disclosed to the Purchaser as part of the Property Documents or otherwise, or are within the actual knowledge of the Purchaser. SECTION 12 INTENTIONALLY DELETED SECTION 13 REFERENCE PLAN 13.01 If required, the Vendor agrees to prepare and deposit in the Durham Land Registry Office, a reference plan(s) of survey of the Lands, or such portion thereof, if required (the "Reference Plan"). The parties acknowledge that the Property may not be conveyed until such a time as a Reference Plan deposited with the Durham Land Registry Office provides a registerable description of the Lands. The Purchaser shall pay, as an adjustment on Closing, the cost of preparing the Reference Plan if a new Reference Plan is required. The area of the Lands shall be conclusively determined by the Reference Plan. The parties acknowledge and agree that the Lands shall not include any of the "Natural Heritage Lands" as shown in the Central Pickering Development Plan approved pursuant to the Ontario Planning and Development Act, 1994. Should a new Reference Plan be required, the Vendor will provide the Purchaser and the Purchaser's Solicitors with a draft Reference Plan prior to it being deposited, and the Vendor shall take into consideration reasonable comments provided by the Purchaser prior to finalization and deposit of the Reference Plan. The Purchase Price shall be adjusted based on the areas as determined by the Reference Plan. SECTION 14 TITLE 14.01 The Purchaser shall have until the expiry of the Inspection Period to investigate title to the Property at the Purchaser's expense. The Purchaser agrees not to call for the production of any title deed, abstract, survey or other evidence of title to the Lands except such as are in the possession of the Vendor. 14.02 On the Closing Date, the Purchaser shall accept title to the Property in an As Is Where Is condition subject to the following: (a) the Land Use Regulations; (b) the Development Agreements and notices thereof; (c) the Lease(s); (d) all Community Use Land obligation pursuant to the Seaton CSA; (e) the Participation Agreement; (f) the ROFO and Repurchase Agreement; and (g) the Permitted Encumbrances. 4152-5502-2902,9 38997-2012 35086724.2 - 413 - -22 - The Purchaser agrees to satisfy itself with respect to compliance with all such agreements, easements, restrictions or covenants, encumbrances and regulations referred to herein and agrees that the Vendor shall not be required to provide any evidence of compliance with same. 14.03 If, prior to the expiry of the Inspection Period, the Purchaser furnishes the Vendor in writing with a valid objection to title which the Vendor is unwilling or unable to remove, remedy and satisfy and which the Purchaser will not waive, this Agreement shall be terminated notwithstanding any intermediate acts or negotiations with respect to such objection, the Deposit shall, subject to Section 5.03, be returned to the Purchaser with interest and without deduction and the Vendor shall not be liable for any costs or damages suffered by the Purchaser arising out of such termination or otherwise out of this Agreement and parties shall have no further obligations or liabilities hereunder. 14.04 The Vendor hereby consents to the relevant Municipality releasing to the Purchaser any information in its records in connection with the Property and the Vendor agrees to execute and deliver such necessary authorizations as the Purchaser may reasonably require in this regard but any such authorization shall specifically prohibit the right of or a request for an inspection of the Property by the Municipality or any other Authority. SECTION 15 NO ASSIGNMENT ETC. 15.01 The Purchaser shall not assign or register this Agreement, or any assignment of this Agreement, or any paii of either, or register a caution in relation thereto, or direct title to the Prope1iy, without, in each instance, obtaining the prior written consent of the Vendor, which consent may be arbitrarily and unreasonably withheld. Notwithstanding the foregoing, the Purchaser may, upon prior written notice to the Vendor, assign this Agreement to an Affiliate of the Purchaser but the Purchaser shall not be relieved of any of its liabilities or obligations hereunder in the event of any such assignment to an Affiliate. 15.02 If the Vendor consents to an assignment of this Agreement to a third party (the "Assignee"), the Purchaser shall cause the Assignee and the Purchaser, to covenant in writing in favour of the Vendor to be jointly and severally bound by and to jointly and severally perform their respective obligations of this Agreement. The Purchaser shall not be released from its liabilities and obligations hereunder in the event of an assignment to an Assignee. 15.03 In the event of any assignment of this Agreement to an Assignee, such Assignee shall provide a similar representation, warranty and Statutory Declaration as required of the Purchaser in Section 11.01. SECTION 16 DEVELOPMENT AGREEMENTS 16.01 The Purchaser agrees that at Closing it shall, as part of its acquisition of the Prope1ty, assume the obligations of the Vendor regarding the Property pursuant to the Development Agreements, and it covenants to make all payments required by such Development Agreements and provide any Development Agreement Security required pursuant to any such Development Agreement, whether such security is to be lodged with an Authority or otherwise, upon the execution of any applicable Assignment and Assumption Agreement with the intent that the Purchaser shall be treated equally 4152-5502-2902.9 38997-2012 35086724.2 - 414 - -23 - with the other Private Landowners, except as explicitly provided in the Development Agreements. Furthermore, the Purchaser acknowledges and agrees the assumed liabilities under the Development Agreements (including, but not limited to, all amounts required to be paid by the Purchaser on Closing pursuant to the terms of the Development Agreements) may be material in nature and the Purchaser acknowledges that it has been provided with sufficient opportunity to fully assess the nature and quantum of such assumed liabilities. 16.02 The Purchaser acknowledges that the Development Agreements may have been registered against title to the Property and further acknowledges that the development of the Property is subject to the Development Agreements. Furthermore and for greater certainty, the Purchaser acknowledges that from and after Closing it shall be responsible for its share of the costs of all services and/or public infrastructure relating to the Lands, including, but not limited to, its proportionate share of any front funded costs which may have been paid by any third parties prior to Closing with respect to such services and/or public infrastructure. 16.03 The Purchaser acknowledges and agrees that the Vendor has made payments and incurred expenses which are subject to recovery by the Vendor through the issuance of Development Charge Credits pursuant to the terms and conditions of the Phase 1 RFEA. The Purchaser agrees that at Closing, and as a condition of Closing that it shall reimburse the Vendor for all costs that the Vendor has incurred which would be recoverable by the Vendor in the form of Development Charge Credits to be issued pursuant to the Phase 1 RFEA in respect of the Lands. The Purchaser acknowledges and agrees that the Seaton Trustee shall determine the amount Development Charge Credits entitlement earned and attributable to the Lands based on the Developable Area Share of the Lands in the Seaton Community, whether or not the Lands are within the Phase 1 RFEA Lands, and shall take into account indexing as provided for in the Phase 1 RFEA. The payment from the Purchaser to the Vendor pursuant to this section shall be referred to herein as the. "DC Credit Recovery Payment". 16.04 The Purchaser acknowledges that the Pickering FIA creates obligations with regard to the funding of certain infrastructure in Seaton under the jurisdiction of the City. The Purchaser covenants and agrees that it will abide by the terms and conditions of the Pickering FIA, and will execute any Assignment and Assumption Agreement as reasonably required by the Vendor or the City. Furthermore, the Purchaser acknowledges that the infrastructure projects to be funded pursuant to the Pickering FIA are Cost Shared Services under the Seaton CSA, and the costs of which are to be cost shared pursuant to the terms of the Seaton CSA. 16.05 The Purchaser acknowledges that, following the satisfaction of the condition set out in Section 6.04(g), the Lands will include Phase 1 RFEA Lands and, therefore, prior to the issuance of a building permit with respect to the development of such lands, unless otherwise provided for in a front ending agreement relating to Subsequent Phase development, the Purchaser will have to pay, in addition to any Attribution Development Charges payable with respect to the development of the Lands, the Attribution Prepayment applicable to the Property. The Phase 1 RFEA provides that Development Charge Credits earned by viliue of the payment of the Attribution Prepayment are not able to be utilized to satisfy the Attributions Development Charges payable upon the issuance of building permits for lands that are Phase 1 RFEA Lands, and further such Development Charge Credits will be administered by the Seaton Trustee. 16.06 The Purchaser acknowledges that on Closing the Purchaser will be a Provincial Successor (as such term is defined in the Seaton CSA). Furthermore, by virtue of being a Provincial Successor the Purchaser acknowledges and agrees that at Closing it will have to make a payment to the Seaton 4152-5502-2902.9 38997-2012 35086724.2 - 415 - -24 - Trustee in an amount to be determined by the Seaton Trustee pursuant to the terms of the Seaton CSA, which will bring the Purchaser into a position in which the Purchaser will have funded the costs of Regional Infrastructure pursuant to the Phase 1 RFEA on the same basis as the other Private Landowners within the Seaton Community, this payment to be referred to herein as the "Private Landowner Equivalency Payment". 16.07 The Purchaser acknowledges and agrees that at Closing, it will make a payment to the Vendor in an amount equal to the portion of the costs incurred by the Vendor for Cost Shared Services applicable to the Lands up to the Closing Date as confirmed by the Seaton Trustee, unless otherwise provided for herein, whether on a Developable Area Share or Drainage Area Share or otherwise as applicable (referred to herein as "Servicing Costs"). 16.08 The Purchaser acknowledges that the Lands include Community Use Lands and that such Community Use Lands are to be transferred to an Authority or the Seaton Trustee pursuant to the terms of the Seaton CSA. The Purchaser acknowledges and agrees that it will abide by the terms of the Seaton CSA with regard to such Community Use Lands which requires that they be conveyed to an Authority or the Seaton Trustee, and further that the Assignment and Assumption Agreement with regard to the Seaton CSA will specifically provide for such transfer of the Community Use Lands. 16.09 The Seaton-Durham CSA provides for the recovery of ce1tain costs of the construction of Regional Infrastructure that relate to the over-sizing of such services for which Development Charge Credits are not available. The Purchaser acknowledges that the Vendor has not made and is not making any representations or warranties that any such construction costs will be recovered from the Durham Owners. 16.10 It is acknowledged that as of the Offer Date the Property comprises Seaton Future Phases pursuant to (and as defined in) the Phase 1 RFEA and accordingly are not subject the Regional Infrastructure funding and related provisions that are applicable to Phase 1 RFEA Lands. It shall be a condition of this Agreement in favour of the Purchaser that on or before the Closing an amendment of the Phase 1 RFEA that provides for the inclusion of the entirety of the East Parcel as Phase I Prestige Employment Lands thereunder (the "Phase 1 RFEA Amendment") shall be finalized and entered into by all persons required to be a paity thereto, which Phase 1 RFEA Amendment shall be in a form and substance acceptable to the Purchaser, acting reasonably. The City shall: (i) not object, directly or indirectly, to the Phase I RFEA Amendment; and (ii) use commercially reasonable efforts to advocate to the Region that it agree to the Phase 1 RFEA Amendment. SECTION 17 PREPARATION OF TRANSFER/DEED DOCUMENTS AND FEES/COSTS 17.01 The Transfer/Deed of the Lands will be prepared by the Vendor, except for the Affidavit of Residence and Value of the Consideration ("Land Transfer Tax Affidavit"), which will be prepared by the Purchaser. 17.02 The Purchaser shall pay its own legal costs and registration costs. The Purchaser shall be responsible for the payment of any applicable Land Transfer Tax and registration fees and any other taxes and fees which may be payable in connection with the registration of the transfer/deed of the Property. Fmthermore and in addition to the foregoing amounts, the Purchaser agrees that it shall pay to the Vendor on Closing, the following amounts: 4152-5502-2902.9 38997-2012 35086724.2 - 416 - -25 - (a) an amount equal to the amount of Land Transfer Tax, registration fees and any other taxes and fees payable in connection with the Vendor's purchase of the Lands from HMQ pursuant to the terms of the HMQ Purchase Agreement, which are not recoverable by the Vendor from the appropriate taxing authority; (b) all legal and other third-party expenses incurred or payable by the Vendor in connection with (i) the Transaction; and (ii) the acquisition of the Lands from HMQ pursuant to the terms of the HMQ Purchase Agreement, including, but not limited to, costs associated with any environmental site investigations performed by or on behalf ofthe Vendor with respect to the Lands, if any; (c) all marketing costs for which the Vendor is responsible or for which the Vendor has been required to pay in order to acquire the Lands pursuant to the terms of the HMQ Purchase Agreement, collectively, the "HMQ Acquisition Costs". The HMQ Acquisition Costs shall be set out in the statement of Adjustments. SECTION 18 TENDER 18.01 Any tender of money or documents pursuant to this Agreement may be made on the Vendor or the Purchaser or their respective solicitors. Unless expressly set out to the contrary herein, money must be tendered in Canadian funds by electronic wire. The Vendor and the Purchaser acknowledge and agree that insofar as the tender of any documents to be electronically registered is concerned, the tender of same will be deemed to be effective and proper when the solicitor for the party tendering has completed all steps required by Teraview in order to complete this Transaction that can be performed or undertaken by the tendering party's solicitor without the cooperation or participation of the other party's solicitor, and specifically when the tendering party's solicitor has electronically "signed" the Transfer/Deed of Land and any other closing document, if any, to be electronically registered for completeness and granted access to the other party's solicitors to same, but without the necessity for the tendering party's solicitor actually releasing such documents to the other party's solicitor for registration. SECTION 19 ADJUSTMENTS 19.01 Adjustments between the Vendor and the Purchaser shall be made on the Closing Date for taxes, local improvement rates, utility costs, rents, legal costs, HMQ Acquisition Costs and other matters or items which are ordinarily the subject of adjustment for the purchase and sale of a property similar to the Property in the Province of Ontario. Such Adjustments shall be made on the basis that, except as may be otherwise expressly provided for in this Agreement: (a) the Vendor shall be responsible for all expenses and liabilities and entitled to all income from the Property up to the Closing Date; and (b) the Purchaser shall be responsible for all expenses and liabilities and entitled to all income from the Property from and including the Closing Date. 4152-5502-2902.9 38997-2012 35086724.2 - 417 - -26 - 19.02 Adjustments that cannot be determined on the Closing Date shall be determined by the parties as soon after the Closing Date as is reasonably possible. Any amounts payable by one party to the other, as determined by the patties, acting reasonably, shall be paid within thirty (30) days of the request for such payment. On the Closing Date, the Vendor and the Purchaser shall exchange undertakings to re-adjust the foregoing items, if necessary. 19.03 All Adjustments to be made under Section l 9.01 shall be completed on or before the date which is no later than six (6) months from the Closing Date and no re-adjustment may be made by either party thereafter. SECTION20 ELECTRONIC REGISTRATION 20.01 Where the Property is in an area where electronic registration is mandatory and the Transaction will be completed by electronic registration pursuant to Part III of the Land Registration Reform Act, R.S.O. 1990, c. L.4, and the Electronic Registration Act, S.O. 1991, c.44, and any amendments thereto, the Vendor and Purchaser acknowledge and agree that the exchange of closing funds, non registrable documents and other closing deliverables provided for herein and the release thereof to the Vendor and Purchaser will: (a) not occur at the same time as the registration of the transfer/deed (and any other documents intended to be registered in connection with the completion of this Transaction); and (b) be subject to conditions whereby the lawyer(s) receiving any of the closing deliverables will be required to hold same in escrow and not release same except in accordance with the terms of a document registration agreement between the said lawyers, the form of which is as recommended from time to time by the Law Society of Upper Canada (the "Document Registration Agreement") and attached hereto as Schedule E. SECTION21 CLOSING DELIVERABLES 21.01 Subject to the provisions of this Agreement, the Vendor covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Purchaser or the Purchaser's solicitors on or before the Closing Date, each of the following: (a) possession of the Property in an As Is Where Is condition, subject to the Lease(s), and subject to the rights of others as set out in the Permitted Encumbrances; (b) an Assignment and Assumption Agreement for the Lease(s); (c) an Assignment and Assumption Agreement for each of the Development Agreements; (d) an Assignment and Assumption Agreement for the Permitted Encumbrances, as applicable; (e) an Assignment and Assumption Agreement for the Paiticipation Agreement; (f) notice to the tenant(s) or licensee(s) pursuant to the Lease(s) infonning them of the sale of the Lands and directing them to make future rent payments to the Purchaser; 4152-5502-2902.9 38997-2012 35086724.2 - 418 - -27 - (g) an executed Transfer/Deed of Land in registrable form duly executed by the Vendor in favour of the Purchaser (save for any Land Transfer Tax Affidavit); (h) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (i) a direction regarding the payment of funds; G) statement of Adjustments; (k) Document Registration Agreement as set out in Schedule E; (1) the ROFO and Repurchase Agreement in form attached hereto as Schedule G; (m) a statement of the Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Servicing Costs and wire transfer instructions for the payment thereof, which statement shall be in the form attached hereto as Schedule I; and (n) such other deeds, conveyances and other documents as the Purchaser or its solicitors may reasonably require in order to implement the intent of this Agreement. 21.02 Subject to the provisions of this Agreement, the Purchaser covenants that it shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor or the Vendor's Solicitors on or before the Closing Date: (a) confirmation of wire transfer for the balance of the Purchase Price and Adjustments due on the Closing Date; (b) confirmation of wire transfer for any Development Agreement Payment payable to the Vendor, including the DC Credit Recovery Payment, the Private Landowner Equivalency Payment, and Servicing Costs; (c) a certified cheque, bank draft or a confirmation of wire transfer for any Development Agreement Payment payable to the applicable trustee under a Development Agreement; (d) confirmation of delivery of Development Agreement Security to any applicable authority or trustee under a Development Agreement, if applicable; (e) an undertaking to re-adjust the statement of Adjustments, if necessary, upon written demand; (f) HST Declaration and Indemnity, as contemplated in Section 4, if applicable; (g) Document Registration Agreement in the form attached as Schedule E; (h) an Assignment and Assumption Agreement for the Lease(s); (i) an Assignment and Assumption Agreement for each of the Development Agreements; 4152-5502-2902.9 38997-2012 35086724.2 - 419 - -28 - (j) an Assignment and Assumption Agree ment for the Permitted Encumb rances, as app li cab le; (k) an Assign ment and As s umption Agreement for the Pa rtic ip at ion Agree me nt ; (I) the ROFO and Re purchase Agreement in the form attac hed hereto as Schedule G ; (m) th e Purchaser's Jndemnity and Covena nt Not to Sue in the fo rm attached hereto as Schedul e H; and (n) s uch ot her deeds, conveyances, reso lut io ns and other documents as the Vendor or its sol ici tors may reasonably require in order to imp le ment th e intent of this Agreeme nt. SECTION22 NOTICE 22.01 Any notice or ot her comm unicat ion req uired or permitted to be g iv en hereunder ("Notice") must be in writing and must be given by e ma il or by delivery. Any ot her means of notice wi ll not be effectiv e fo r the purposes of this Ag reem ent. If a Notice is g iven in acco rd ance with the foregoing se ntenc e afte r 5:00 p.m. (To ronto time) on a Business Day, it shall be deemed to have been given on the nex t Bus in ess Day th ereafter and if it is giv e n in acco rd ance with the fo rego in g sentence on or pri or to 5 :00 p.m. (Toro nto tim e) on a Bu si ness Day, it s hall be deemed to have been received on s uc h day. Notice of change of add ress will a lso be gove rn ed by thi s Section . No ti ces and ot her co mmuni cat ions will be addressed as follow s : if to th e Purchase r at: 1295 Ormont Drive Toront o, Ontario M9L 2W6 Att ention : Ojus Ajmera 8mail : o jus@fgfb ra nd s.co m with a co py to the Purchaser's solic itors at: Davies Ward Phillips & Vineberg LL P 155 We llin gton Str eet West Toronto , ON M5V 3.17 Atte nti on: Steve n Mar tin Email: smart in @d wpv.com if to the Vendor at: The Corp ora tion of th e C ity of Pi ckering One The Esp lanade 4152-5502-2902.9 38997-2012 35086724,2 - 420 - -29 - Pickering Ontario, LIV 6K7 Attention: Paul Bigioni, Director, Corporate Services an d City Solicitor Email: pbigioni@pickering.ca with a copy to the Vendor's soli cit ors at: Torys LLP 79 Wellin gton Street West Suite 3000 Box 270, TD Ce ntre Toronto Ontario, MSK IN 2 Attention: Andy Gibbon s / Noore en Bhanji Email: agibbons@to rys .com I nbhanji @tor ys.co m or to such other address as a par ty de signates by Notice from time to time in accordance with the foregoin g. SECTION23 CONFIDENTIALITY 23.01 The Vendor and Purcha ser agree to take all necessary precautions to mainta in the co nfid e ntiality of th e terms and conditions contained he re in. The pa rti es acknow ledge th at thi s Agreement and a ny inform ation or documents th at are provided here und er may be rel ease d purs uant to the applicable provi sion s of th e Freedom ofInformation and Protection ofPrivacy A ct, R.S.O. l 990, c. F.31, as amended and th e Municipal Freedom ofInformation and Protection ofPrivacy Act, R.S.O. 1990, c. M.56, as amended and Open Data may be re leased purs uant to th e Op en Data Directive. Thi s acknowledgment shall not be construed as a waiver of any ri ght to object to the rel ease of this Agreement or of any information or do cum ent s. 23.02 The Pur chase r agree s to ens ure that the Purch aser, its officers , emp loyees, agents and sub contractors shal I, s ubj ect to Section 23.0 l, maintain th e confi denti a lity and secu ri ty ofall materials and in formation whi ch is the prope rty of the Vendo r and in the possession or under th e control of the Purchaser pursuant to thi s Agreement. The Purc hase r agrees to ensure that the Purchaser, its officers, emp loyees, agen ts and sub-contractors shall not directly or ind irectly disclose or use, either during or fo llowin g th e term of thi s Agreement, except where requ ired by law , any material or informat ion belong ing to the Ve ndor purs uant to thi s Agreement, without first obta ining the prior written con se nt of the Vendor for such di sclosure or use and in the event of te rmin ation of thi s Agreement, the Purcha se r wi ll be re spon sib le fo r returnin g a ll s uch document ation and info rmati on to the Vendor without ma kin g cop ies. SECTION24 GENERAL 24.01 From and after the Execution Date, the Purchaser s ha ll in demnify and save harmless th e Vendor Partie s from , a ny and all costs (including le ga l, consultant and wi tness co sts an d fee s), claim s, 41 S2·SS02·2902.9 38997-20 12 35086724 .2 - 421 - -30 - demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), including, but not limited to, any such costs, claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties, judgements, awards and liabilities that may result from a breach by the Vendor under the HMQ Purchase Agreement, that may arise as a result of any acts or omissions on the part of the Purchaser or any breach by the Purchaser of the terms of this Agreement. For greater ce1tainty, the Purchaser acknowledges and agrees that the Vendor has agreed to enter into the HMQ Purchase Agreement, solely for the purposes of enabling the sale of the Lands to the Purchaser as set out in this Agreement. 24.02 Time shall in all respects be of the essence of this Agreement, provided that the time for doing or completing any matter provided for in this· Agreement may be extended or abridged by an agreement in writing, signed by the Vendor and the Purchaser or by an agreement between their respective solicitors who are hereby expressly authorized in this regard. If anything in this Agreement is to be done on a day which is not a Business Day, the same shall be done on the next succeeding Business Day. 24.03 This Agreement shall be binding upon, and enure to the benefit of, the Vendor and the Purchaser and their respective successors and permitted assigns. The Vendor and the Purchaser acknowledge and agree that the representations, covenants, agreements, rights and obligations of the Vendor and the Purchaser under this Agreement shall not merge on the completion of this Transaction, but shall survive completion and remain in full force and effect and be binding upon the parties, save and except as may be otherwise expressly provided for in this Agreement. 24.04 Whenever the singular is used in this Agreement, it shall mean and include the plural and whenever the masculine gender is used in this Agreement it shall mean and include the feminine gender if the context so requires. 24.05 This Agreement constitutes the entire agreement between the parties and there is no representation, warranty, collateral agreement or condition affecting this Agreement or the Prope1ty, except as specifically set forth in this Agreement. This Agreement may not be modified or amended except by an instrument in writing signed by the pmties hereto. 24.06 This Agreement and the rights and obligations of the Vendor and the Purchaser shall be determined in accordance with the laws of the Province of Ontario. 24.07 Wherever this Agreement makes reference to a requirement for the consent or approval of the Vendor, such consent must be prior written consent and may be arbitrarily and unreasonably withheld in the sole and absolute discretion of the Vendor. 24.08 No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall any waiver constitute a continuing waiver unless otherwise expressed or provided. 24.09 If any provision of this Agreement or part thereof or the application thereof to any person or circumstance, to any extent, shall be determined to be invalid or unenforceable, the remainder of this Agreement or the application of such provisions or pmt thereof to any person, party or circumstance other than those to which it is held invalid or unenforceable shall not be affected 4152-5502-2902.9 38997-2012 35086724.2 - 422 - -31 - thereby. Each covenant, obligation and agreement in this Agreement shall be separately valid and enforceable to the fullest extent permitted by law. 24.10 Each of the parties hereto shall from time to time hereafter and upon any reasonable request of the other and in such form as may be satisfactory to both parties hereunder, execute and deliver, make or cause to be made all such further acts, deeds, assurances and things as may be required or necessary to more effectually implement and carry out the true intent and meaning of this Agreement. SECTION25 IRREVOCABLE PERIOD 25.01 Signature of this offer (this "Offer") by the Purchaser to purchase the Property on and subject to the terms of this Agreement and the submission thereof to the Vendor constitutes an offer under seal, which is irrevocable for a period ending on June 30, 2022 (the "Irrevocable Period") and open for acceptance by the Vendor at any time on or before the expiry of the Irrevocable Period. This Offer, if (and only if) accepted by the Vendor on or before the Irrevocable Period, shall then constitute a binding contract of purchase and sale of the Property on and subject to the terms of this Agreement. If this Offer is not accepted by the Vendor on or before the expiry of the Irrevocable Period, this Offer shall be null and void and of no further effect. This Offer may be made and accepted in accordance with the foregoing by electronic transmission, including electronic signature provided that the original hard copy, with original signatures is received by both parties within five (5) days of the electronic acceptance. The Purchaser, in submitting this Offer, acknowledges that there has been no promise or representation or assurance given to the Purchaser that any of the terms and conditions in this Offer are or will be acceptable to the Vendor. [ no further text on this page] 4152-5502-2902.9 38997-2012 35086724.2 - 423 - ---------------- ---------------- ---------------- IN WITNESS WHEREOF the parties hereto have executed this Agreement as evidenced by their properly authorized officers in that behalf as of the day and year first above written. OFFERED BY the Purchaser this 3rd day of May, 2022. CAPLINK ACQUISITIONS LIMITED By: Name: Ojus Ajmera Title: Vice-President By: Name: Title: I/We have authority to bind the Corporation ACCEPTED BY the Vendor this ___day of _______, 2022. THE CORPORATION OF THE CITY OF PICKERING By: ---------------Name: Title: By: Name: Title: I/We have authority to bind the Corporation 4 ]52-5502-2902.9 38997-2012 35086724.2 - 424 - SCHEDULE A-1 LEGAL DESCRIPTION OF LANDS Registerable description not available. 4152-5502-2902.9 38997-2012 35086724.2 - 425 - SCHEDULE A-2 LANDS East Parcel: -:7; ".' on, ..,o o Seaton -Bundle 8 Parcel 2, 63 .62 acres e Out•~•• P~,r r.,Onurlo 0 so 100 200 N~o: Bwndlt 9 p.,_.I 2tot a,1r,:,1~pu.rpous o,ty, D.r.• 70012019'Atn1 >nd Un11 lo be <oo/,mtd by tun,oy -Metere <I I52-5502-2902.9 38997-20 12 35086724 .2 - 426 - West Pal'cel: ;t·.,;· Onlorl u O Seaton • Bundle 8 Parcel 1, 91 .21 acres 0 50 100 200 NCl Queen·, PrlrterrorOnl\Yio Nome:Bundlo 8 Parcel 1 For lnuatretlve 11Jrpo1e1 onty. Date: 7130/2019w eu and um 1t1 to Ile connrmed tJ/ luM!y. Mete rs A 41 S2-SS02-2902 .9 38997-20 12 35086724 .2 - 427 - SCHEDULEB PERMITTED ENCUMBRANCES (a) General Encumbrances: (i) the Leases, if any, (for greater certainty including expired leases registered against title to the Lands) and any notices of such leases registered on title to the Lands, including all easements, rights of way, restrictions, restrictive covenants, servitudes and other similar rights in land contained in the Leases, which exist as of the Closing Date and any leasehold mortgages or security interests relating to tenants or the tenants' interest in respect thereof and which do not encumber the interest of the landlord thereunder; (ii) liens for real property taxes (which term includes charges, rates and assessments) or charges for electricity, power, gas, water and other services and utilities in connection with the Property or for construction in connection with the Property for amounts the payment of which is not yet due or delinquent; (iii) any easements, rights of way, restrictions, building schemes, licences, restrictive covenants and servitudes, rights of access or use, airport zoning regulations and other similar rights in land (including, without limitation, rights of way and servitudes for sewers, drains, gas and water mains, electrical power, telephone and cable conduits, poles, wires or cables) granted to, reserved or taken by any person which do not, in the aggregate, materially and adversely impair the use or marketability of any of the Property for the purposes for which it is presently held, and any rights reserved or vested in any Authority or public or private utility by the terms of any lease, licence, franchise, grant, agreement or permit, subdivision, development, servicing, encroachment, site plan, parking or other similar agreement with any Authority or public or private utility; (iv) title defects or irregularities which do not, in the aggregate, materially and adversely impair the use of the Property for the purpose for which it is presently held; (v) any cost sharing, common use, reciprocal or other similar agreements relating to the use and/or operation of the Prope1ty and/or adjoining prope1ties provided the same are complied with in all material respects and all security given by the paities thereto to each other to secure their respective obligations thereunder; (vi) any subsisting reservations, limitations, provisos, conditions or exceptions, including royalties, contained in the original grant of the Property from the Crown; (vii) any rights of expropriation, access or use, or any other right conferred or reserved by or in any statute of Canada or the Province of Ontario; (viii) the provisions of all applicable laws including by-laws, regulations, ordinances, land use contracts, development agreements and similar instruments relating (without limitation) to development, use and zoning; (ix) encroachments by any improvements on the Property over adjoining lands and easements or rights of way and/or any improvements on adjoining lands 4152-5502-2902.9 38997-2012 35086724.2 - 428 - encroaching on the Property which do not materially and adversely affect the present use of the Property; (x) all registered and unregistered agreements, easements, rights, covenants and/or restrictions in favour of municipalities, publicly or privately regulated utilities or adjoining owners, or that otherwise run with the Lands; and (xi) any encroachments that are shown on existing surveys or as may be revealed by an up-to-date survey. (b) Specific Encumbrances: All instruments registered on title to the Property as of the Closing Date provided that the Vendor is not in material breach thereof and, where applicable, consent to transfer to Purchaser, if required, has been obtained, including but not limited to: 1. Notice of the Phase l RFEA; 2. Notice of the Pickering FIA; 3. Notice of the Seaton CSA; 4. Notice of the Seaton-Durham CSA; 5. Notice of the Participation Agreement; and 6. Notice of the ROFO and Repurchase Agreement. 4152-5502-2902,9 38997-2012 35086724.2 - 429 - SCHEDULEC PROPERTY DOCUMENTS 1. Residential Lease dated January 21, 1994 between Her Majesty the Queen in Right of Ontario, as represented by the Chair of the Management Board of Cabinet, as landlord, and John James Bird and Deborah Anne Bird, as tenants, as amended by a lease amending agreement dated August 15, 2013 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and John James Bird and Deborah Anne Bird, as tenants. 2. License Agreement made as of July 25, 2017 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as licensor, and Veridian Connections Inc., as licensee. 3. Farm Lease (Land Only) dated June 20, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister oflnfrastructure, as landlord, and Harry Vale, as tenant, as amended by a lease amending agreement dated October 1, 2019, with effect as of January 1, 2019, between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Government and Consumer Services, as landlord, and Harry Vale, as tenant. 4. Farm Lease (Land Only) dated June 22, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and Ken Toms, as tenant. 5. Farm Lease with Residence dated June 25, 2018 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Infrastructure, as landlord, and William Turner and Ken Toms, as tenants. 6. Net Land Lease (Farm -Land Only) dated May 1, 2020 between Her Majesty the Queen in Right of Ontario, as represented by the Minister of Government and Consumer Services, as landlord, and William Larkin, as tenant. 7. The memorandum of understanding dated October 2012 which contemplates the entering into of a future Phase Regional Front Ending Agreement. 4152-5502-2902.9 38997-2012 35086724.2 - 430 - SCHEDULED INTENTIONALLY DELETED 4152-5502-2902.9 38997-2012 35086724.2 - 431 - SCHEDULEE DOCUMENT REGISTRATION AGREEMENT BETWEEN: <> (hereinafter referred to as the "Vendor's Solicitor") AND: <> (hereinafter referred to as the "Purchaser's Solicitor") RE: The Corporation of the City of Pickering (the "Vendor") sale to<> (the "Purchaser") of the property legally described as<>, City of<>, being the whole of PIN <>(LT) (the "Property") pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, dated<> and accepted<> (the "Purchase Agreement"), scheduled to be completed on<> (the "Closing Date") Holding Deliveries In Escrow Advising of Concerns with Deliveries FOR GOOD AND VALUABLE CONSIDERATION (the receipt and sufficiency of which is hereby expressly acknowledged), the patties hereto hereby undertake and agree as follows: 1. The Vendor's Solicitor and the Purchaser's Solicitor shall hold all funds, keys and closing documentation exchanged between them (the "Requisite Deliveries") in escrow, and shall not release or otherwise deal with same except in accordance with the terms of this Agreement. Both the Vendor's Solicitor and the Purchaser's Solicitor have been authorized by their respective clients to enter into this Agreement. Once the Requisite Deliveries can be released in accordance with the terms of this Agreement, any monies representing payout funds for mortgages to be discharged shall be forwarded promptly to the appropriate mmtgage lender. 1 2. Each of the parties hereto shall notify the other as soon as reasonably possible following their respective receipt of the Requisite Deliveries ( as applicable) of any defect(s) with respect to same. 1Solicitors should continue to refer to the Law Society of Upper Canada practice guidelines relating to recommended procedures to follow for the discharge of mortgages. 4152-5502-2902.9 38997-2012 35086724.2 - 432 - Selecting Solicitor Responsible for Registration Responsibility of Non-Registering Solicitor Responsibility of Registering Solicitor Release of Requisite Deliveries by Non-Registering Solicitor 3. The Purchaser's Solicitor shall be responsible for the registration of the Electronic Documents (as hereinafter defined) unless the box set out below indicating that the Vendor's Solicitor will be responsible for such registration has been checked. For the purposes of this Agreement, the solicitor responsible for such registration shall be referred to as the "Registering Solicitor" and the other solicitor shall be referred to as the "Non-Registering Solicitor": Vendor's Solicitor will be registering the Electronic DocumentsD 4. The Non-Registering Solicitor shall, upon his/her receipt and approval of the Requisite Deliveries (as applicable), electronically release for registration the Electronic Documents and shall thereafter be entitled to release the Requisite Deliveries from escrow forthwith following the earlier of: a) the registration of the Electronic Documents; b) the closing time specified in the Purchase Agreement unless a specific time has been inserted as follows ~---a.m./p.m. on the Closing Date] (the "Release Deadline"), and provided that notice under paragraph 8 below has not been received; or c) receipt of notification from the Registering Solicitor of the registration of the Electronic Documents. If the Purchase Agreement does not specify a closing time and a Release Deadline has not been specifically inserted the Release Deadline shall be 6.00 p.m. on the Closing Date. 5. The Registering Solicitor shall, subject to paragraph 7 below, on the Closing Date, following his/her receipt and approval of the Requisite Deliveries (as applicable), register the documents listed in Schedule A annexed hereto (referred to in this agreement as the "Electronic Documents") in the stated order of priority therein set out, as soon as reasonably possible once same have been released for registration by the Non-Registering Solicitor, and immediately thereafter notify the Non-Registering Solicitor of the registration particulars thereof by telephone or telefax (or other method as agreed between the parties). 6 Upon registration of the Electronic Documents and notification of the Non-Registering solicitor in accordance with paragraph 5 above, the Non Registering Solicitor shall be entitled to forthwith release the Requisite Deliveries from escrow. 4152-5502-2902.9 38997-2012 35086724.2 - 433 - Returning Deliveries where Non-registration Counterparts & Gender Purchase Agreement Prevails if Conflict or Inconsistency Telefaxing Deliveries & Providing Originals if Requested 7. Any of the parties hereto may notify the other party that he/she does not wish to proceed with the registration2 of the Electronic Documents, and provided that such notice is received by the other party before the release of the Requisite Deliveries pursuant to this Agreement and before the registration of the Electronic Documents, then each of the parties hereto shall forthwith return to the other party their respective Requisite Deliveries. 8. This agreement may be signed in counterparts, and shall be read with all changes of gender and/or number as may be required by the context. 9. Nothing contained in this agreement shall be read or construed as altering the respective rights and obligations of the Purchaser and the Vendor as more particularly set out in the Purchase Agreement, and in the event of any conflict or inconsistency between the provisions of this agreement and the Purchase Agreement, then the latter shall prevail. 10. This agreement (or any counterpart hereof), and any of the closing documents hereinbefore contemplated, may be exchanged by telefax or similar system reproducing the original, provided that all such documents have been properly executed by the appropriate patties. The party transmitting any such document(s) shall also provide the original executed version(s) of same to the recipient within 2 business days after the Closing Date, unless the recipient has indicated that he/she does not require such original copies. Dated this ___day of<>, 20_ Dated this __day of<>, 20_ Name/Firm Name of Vendor's Solicitor Name/Firm Name of Purchaser's Solicitor <> <> (Signature) (Signature) Note: This version of the Document Registration Agreement was adopted by the Joint LSUC-CBAO Committee oil Electronic Registration of Title Documents Oil March 29, 2004 and posted to the web site an A.nril s. 2004, 2 For the purpose of this Agreement, the term "registration" shall mean the issuance of registration number(s) in respect of the Electronic Documents by the appropriate Land Registry Office. 4152-5502-2902.9 38997-2012 35086724.2 - 434 - Schedule "A" 1. 2. Transfer from <> to <>. Notice ofROFO and Repurchase Agreement in favour of The Corporation of the City of Pickering. 4152-5502-2902.9 38997-2012 35086724.2 - 435 - SCHEDULEF INTENTIONALLY DELETED 4152-5502-2902.9 38997-2012 35086724.2 - 436 - SCHEDULEG ROFO AND REPURCHASE AGREEMENT BET WEEN: THE CORPORATION OF THE CITY OF PICKERING -and - CAPLINK ACQUISITIONS LIMITED RE CITALS: A. The Co rpora ti on of th e City of Pi cker ing (th e "City") has ent ered into a n agree men t of purchase and sa le dated as of _ _____ (t he "HMQ Purchase Ag1·cement") with Her Majes ty Th e Quee n in Right of Ontari o, as represe nt ed by The Mini ster of Infras tru cture, (the "Province") fo r the purp ose of ac qui ri ng th e fee simp le to th e pro pe rty (th e "Property") desc ri bed in Appe nd ix "A" to thi s ROFO and Repurchase Agreeme nt (th e "Agreement"). B. The City has ente red into an ag reement of p urc hase a nd sale date d as of _ _____ (t he "S ale Agreement") with Caplin k Acqui si ti ons Limi te d (the "Initial Transferee") in ord er to im medi ate ly fo ll ow in g the co mpleti on of th e tra nsac tio ns co ntempl ate d pu rsuan t to th e HMQ Purchase Ag ree men t (the "HMQ Clo sing ") to se ll th e fee s impl e inte res t in th e Pro perty to the In iti al T ransfe ree. C . On the HM Q C los ing, th e Prov in ce and the City entered in to a partici pati on ag ree ment (th e "HMQ Participation Agreem ent") as was requir ed pu rs ua nt to the HM Q Purc hase Agreeme nt. D . On th e co mpleti on of th e transacti ons co nte mpl ate d pu rsua nt to th e Sa le Agree men t th e lnit ia l T ra nsfe ree: (a) ass um ed th e obli gati ons of the City in t he HMQ Pa rtic ipati o n Agreement and agreed to be boun d by the term s of thereof in respect of th e Prope rty, as was required pursuant to the HMQ Pa rt ic ip ati on Agree ment; and (b) entered in to this Agree ment with th e City as was requi re d pursuant to t he Sale Ag reement. NOW THEREFORE in cons id e rati on of th e mutua l cove nants he re in afte r set fo rth, th e transfer of the Pr operty fro m the City to th e Transfe ree a nd othe r goo d and va lua bl e co nsid erat ion, the parties hereto agree as fo ll ows: I. For the pur poses of thi s Agree me nt: "Affiliate" mea ns a who ll y owned subs id ia ry of th e Transferee. "Base Amount" means, subjec t to paragrap h I 0, [NTD -enter purchase 1·ice) in respect of the Pro perty, as s uch purchase pri ce was adju ste d purs ua nt to th e Sa le Agreement a nd, if appli ca ble, is reca lcul ated based o n a pro-rata bas is in acco rdance with pa rag ra ph 2 be low in res pect of any porti on of th e Pro pe rty. 4 I 52•5502-2?02 .? 38997-2012 35086724 .2 - 437 - - 2 - "Business Day" means any day on which the Government of Ontario normally conducts business. "Closing Date" means the date upon which the Property is transferred by the City to the Initial Transferee pursuant to the Sale Agreement, being <<Enter Closing Date>>. "Development Agreements" has the meaning ascribed thereto in the Sale Agreement. "Eligible Expenses" means, subject to paragraph 10, in respect of a Sale Interest, the aggregate of the following: (a) 100% of the cumulative total of all hard and soft costs incurred in respect of capital improvements (as capital is determined in accordance with generally accepted accounting principles) made by or on behalf of the Transferee to the Sale Interest from and after the Closing Date; (b) reasonable legal and accounting fees paid by the Transferee in disposing of the Sale Interest; and (c) any amounts paid by the Transferee pursuant to the terms of the Development Agreements in respect of the Sale Interest, less any amounts which the Transferee may have received by way of development credits or otherwise in respect of the Sale Interest, during the period of the Transferee's ownership of the Sale Interest. "Sale Price" means, in respect of a Sale Interest that is acquired by a Third Patty purchaser from a Transferee, the value in lawful money of Canada of all consideration and benefit paid or agreed to be paid for the Prope1ty or p01tion thereof, including all buildings and improvements, by such Third Patty purchaser dealing with the Transferee, including the value of all chattels situate thereon which are then owned by the Transferee and which are intended to pass on such sale transaction and the value of any encumbrances or m01tgages assumed by such purchaser or taken back as part of the consideration for such sale transaction. "Term" means the period commencing on the date hereof and expiring on the earlier of: (i) the date on which Threshold Substantial Completion has been reached; and (ii) the date which is five (5) years following the date hereof. "Third Party" means, in respect of a Person, another Person that is not at arm's length to such Person or who is not an Affiliate of such Person. "Threshold Substantial Completion" means substantial performance (in accordance with the Construction Act (Ontario), as amended) on the Property of one or more buildings of not less than 400,000 square feet in the aggregate. "Transferee" means the Initial Transferee and any successor in title to the Prope1ty during the Term. 2. In the event of a sale or proposed sale of all or any p01tion of the Property (the "Sale Interest") by the Transferee to a Third Party at any time during the Term, at the option of the City, subject to paragraph 8.a) the City shall have the right to repurchase the Sale Interest at a purchase price equal to: 4152-5502-2902.9 38997-2012 35086724.2 - 438 - - 3 - (a) if the Permits have not been obtained by the Transferee, an amount equal to the purchase price determined pursuant to paragraph 4, mutatis mutandis; or (b) if the Permits have been obtained by the Transferee, but Threshold ·substantial Completion has not been reached, an amount equal to the Base Amount plus the Eligible Expenses in respect thereof, ( as such purchase price is calculated in accordance with this paragraph 2, the "Purchase Price") and otherwise on the terms and conditions set out in this paragraph 2. In determining the Base Amount for a Sale Interest that is a portion of the Property, the Base Amount shall be adjusted and calculated on a pro-rata basis based on the acreage of such portion being transferred, as shown by evidence (e.g. a reference plan) provided by the Transferee to the City at no cost to the City, to the reasonable satisfaction of the City. With respect to any capital improvement costs or other costs or expenses involved in the calculation of the Purchase Price or price at which the City is to repurchase the Sale Interest in accordance with this Agreement, the Transferee shall provide all documents, records and invoices in sufficient detail, at no cost to the City, to allow analysis and approval of such calculation(s) by the City, acting reasonably. 3. If the Transferee intends to sell the Sale Interest to a Third Party, or otherwise market for sale the Sale Interest to Third Parties, the following shall apply: (a) The Transferee shall give a notice (the "Sale Notice") to the City, which Sale Notice shall state such intentions, and shall contain an offer to sell to the City the Sale Interest at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2. (b) Subject to paragraph 8.a), the City shall have the right, exercisable by notice in writing given to the Transferee within 90 days following receipt of a Sale Notice (the "Offer Period") to elect to: (i) purchase the Sale Interest (the "Acceptance Notice") at the Purchase Price and otherwise on the terms and conditions set out in this paragraph 2; or (ii) not to purchase the Sale Interest (the "Rejection Notice"). (c) If within the Offer Period, the City delivers an Acceptance Notice to the Transferee, subject to paragraph 8.a), there shall be created at such time, automatically and without any further action or automatically and without any further action or documentation, an agreement of purchase and sale between the City and the Transferee pursuant to which the Transferee agrees to sell to the City, and the City agrees to purchase from the Transferee, the Sale Interest at the Purchase Price and on the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements, provided that: (i) Closing will occur on the date which is 60 days after the City delivers the Acceptance Notice; (ii) if the Sale Interest is subject to one or more tenancies with Third Party(ies), such tenancies shall be assigned to the City, and the Purchase Price shall be subject to customary adjustment in respect thereof, all of which tenancy provisions shall be on terms and conditions customary for tenanted industrial property in the Greater Toronto Area; and (iii) such agreement of purchase and sale shall not be subject to the City obtaining any required approvals, it being agreed that any such approvals shall be sought and obtained 4152-5502-2902.9 38997-2012 35086724.2 - 439 - - 4 - prior to the City delivering an Acceptance Notice; fmiher provided that if such agreement of purchase and sale terminates due to the City's default thereunder, the City shall be deemed to have delivered a Rejection Notice upon the occurrence of such termination. (d) Ifno notice is delivered by the City pursuant to paragraph 3.b), or if paragraph 8.a) applies, the City shall be deemed to have delivered a Rejection Notice. (e) If the City delivers, or is deemed to have delivered, a Rejection Notice, the Transferee may sell the Sale Interest to any Third Pmiy at such purchase price and on such terms and conditions it agrees to, in its sole and absolute discretion, with such Third Party; provided that if a sale of the Sale Interest does not occur within 180 days following date of delivery or deemed delivery of a Rejection Notice, the Transferee must again comply with this paragraph 2 in respect of any future proposed sale of all or any part of the Property. 4. In the event that the Transferee has failed to: (a) obtain and deliver copies to the City, of all development approvals, building permits and other third permits or consents required by Applicable Law from the City or other appropriate Authority to commence construction on the Property a building of not less than 200,000 square feet (the "New Building", and such approvals, permits and consents, the "Permits"); and (b) commence construction of the New Building, on or before the fifth anniversary of the date of this Agreement, provided that any such delays are not as a result of the City or other appropriate Authority unreasonably refusing to issue the necessary Permits or taking unreasonable delays in issuing such Permits, following receipt of a complete application by the Transferee for the same, then at any time, and from time to time, after the fifth anniversary of the date of this Agreement, subject to paragraph 8.b ), the City shall have the right, but not the obligation, upon written notice during the Repurchase Notice Period to the Transferee of its intention to repurchase the Prope1iy (the "Repurchase Notice"), to repurchase the Property, for a purchase price equal to: (i) the Base Amount; plus (ii) any amounts paid by the Transferee pursuant to the terms of the Development Agreements in respect of the Sale Interest, less any amounts which the Transferee may have received by way of development credits or otherwise, during the period of the Transferee's ownership of the Propetiy. 5. If the City delivers the Repurchase Notice to the Transferee during the Repurchase Notice Period, subject to paragraph 8.b), there shall be created at such time, automatically and without any fmiher action or documentation, an agreement of purchase and sale between the City and the Transferee pursuant to which the Transferee agrees to sell to the City, and the City agrees to purchase from the Transferee, subject to all required approvals to be obtained within 90 days, the Propetiy at the price calculated in ac.cordance with paragraph 4 and substantially consistent with the terms and conditions set out in the Sale Agreement, mutatis mutandis, including those terms and conditions in respect of Permitted Encumbrances (as defined therein) and Development Agreements, but otherwise to be in a form agreed to by the City and the Transferee, each acting reasonably, provided 4 !52-5502-2902.9 38997-2012 35086724.2 - 440 - - 5 - that: (a) Closing will occur on the date which is 60 days after the City delivers the written notice that it has received all required approvals; and (b) the Transferee shall return the Property to the City in its original condition it was in immediately prior to the transfer of the Property from the City to Initial Transferee and, if applicable, the Transferee shall have the obligation to restore the Property to such condition at no cost to the City. Any delivery of the Repurchase Notice following the expiry of the Repurchase Notice Period shall be null and void, and no agreement of purchase and sale shall be created upon such delivery. In this Agreement, "Repurchase Notice Period" means the period commencing on the day following the fifth anniversary of the date of this Agreement and, subject to paragraph 8.b), ending on the 90th day following such day. 6. The Transferee acknowledges that the City may be required to obtain certain approvals to exercise any of the options under this Agreement. 7. The City and the Transferee agree and acknowledge that the provisions of paragraph 2 shall not be applicable to (and none of the following shall constitute a sale or transfer for the purposes hereof), and the Transferee shall be entitled to do each of the following without triggering the provisions of paragraph 2: (a) any transfer or sale of a Sale Interest by the Transferee to an Affiliate of the Transferee provided that the Transferee provides the City with 15 days prior written notice of such transfer and provided that each such transferee assumes the obligations of the Transferee in compliance with paragraph 10 below; in the event of such a transfer or sale the Eligible Expenses of such Transferee in regard to such Sale Interest shall be deemed to be the sum of the costs of such Affiliate and of its affiliated Transferee from which it acquired such Sale Interest; or (b) any bona fide mortgage or encumbrance of the Property or any part thereof in favour of a Third Party to secure the repayment of borrowings by the Transferor to the extent such borrowings are in respect of the acquisition and/or improvement of the Property or any part thereof and for no other purpose or property; or (c) a sale by a bona fide Third Party mortgagee of the Property or any part thereof referred to in paragraph b above, provided however that such Mortgagee and the City, each acting reasonably, enter into an acknowledgement and assumption of this Participation Agreement, which acknowledgement and assumption shall not provide for a right of repurchase for the Province upon such sale, but shall require that any transferee of the Property or part thereof from such mortgagee enter into an assumption agreement in compliance with paragraph 9 below. 8. The City acknowledges and agrees that the rights of the City under this Agreement are subordinate in all respect to the rights of the Province pursuant to the HMQ Participation Agreement. Accordingly: (a) if the Province validly delivers an "Acceptance Notice" pursuant to (and as defined in) the HMQ Paiticipation Agreement in respect of a Sale Interest, then upon such delivery: (i) the Offer Period hereunder shall immediately expire; (ii) the City shall be deemed to have delivered a Rejection Notice hereunder in respect of such Sale Interest; and (iii) if applicable, any agreement and purchase and sale in respect of such Sale Interest created 4152-5502-2902.9 38997-2012 35086724.2 - 441 - - 6 - hereunder by the prior delivery of an Acceptance Notice by the City shall be null and void and of no further force or effect; and (b) if the Province validly delivers a "Repurchase Notice" pursuant to (and as defined in) the HMQ Pmticipation Agreement, then upon such delivery: (i) the Repurchase Notice Period hereunder shall immediately expire; and (ii) if applicable, any agreement and purchase and sale in respect of the Property created hereunder by the prior delivery of a Repurchase Notice by the City shall be null and void and of no further force or effect. For ce1tainty, and notwithstanding any provision of this Agreement, the Sale Agreement, the HMQ Pmticipation Agreement and/or the HMQ Purchase Agreement, the City does not have any right to participation in any "Profit" (as defined in the HMQ Participation Agreement) or any other amounts payable by a transferee of a Sale Interest, it being agreed that the right of pmticipation in such Profit is as between the City and the Province, the sole right of the Province pursuant to the HMQ Pmticipation Agreement. 9. On the Closing Date the Transferee will register in the appropriate land registry office a Notice of this Agreement on title to the Property immediately following the transfer to the Transferee and prior to any m01tgage or other instrument (other than Permitted Encumbrances pursuant to, and as defined in, the Sale Agreement, including notice of the HMQ Pmticipation Agreement). 10. The Transferee acknowledges that the provisions of this Agreement run with title to the Property, and the Transferee covenants not to sell, transfer or otherwise alienate the Property or any patt thereof to any affiliated entity or any third patty unless such transferee agrees in writing to assume the obligations of the Transferee herein and be bound by the terms of this Agreement in respect of the Property or such pmt thereof, as the case may be, in a form satisfactory to the City, acting reasonably. 11. In the case of sale of a Sale Interest by a Transferee to a Third Patty during the Term: (A) the Eligible Expenses in respect of such Sale Interest shall be the relevant costs incurred by such Transferee during its period of ownership of such Sale Interest that are captured by the definition of "Eligible Expenses"; and (B) the Base Amount in respect of such Sale Interest shall be the Sale Price paid by such Transferee in respect thereof, calculated based on a pro-rata basis in accordance with paragraph 2 above in respect of any portion of the Prope1ty if applicable. 12. Any notice or other communication required or permitted to be given hereunder ("Notice") must be in writing and must be given by email or by delivery. Any other means of notice will not be effective for the purposes of this Agreement. If a Notice is given in accordance with the foregoing sentence after 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been given on the next Business Day thereafter and ifit is given in accordance with the foregoing sentence on or prior to 5:00 p.m. (Toronto time) on a Business Day, it shall be deemed to have been received on such day. Notice of change of address will also be governed by this Section. Notices and other communications will be addressed as follows: ifto the Transferee at: 1295 Ormont Drive Toronto, Ontario M9L2W6 4152-5502-2902.9 38997-2012 35086724.2 - 442 - -7 - Attention: Ojus Ajmera Ema il: ojus@fgfbrands.com with a copy to th e Transferee's so li c itors at: Davi es Ward Phillips & Yin ebe rg LLP 155 Wellington Street West Toronto, ON M5V 317 Attent io n: Stev en Martin Email: s mart in@dwpv.com if to th e C ity at: The Corp oration of th e C ity of Pickering One The Esp lanade Pi ckering Ontario, LIV 6K7 Attention: Pau l Big io ni , Director, Co rporate Servi ces and City So li cito r Email: gb igioni@pickering,.ca with a copy to th e City's so li citors a t: Torys LLP 79 Well ington S treet West Suite 3000 Box 270, TD Centre Toront o Ontari o, M5K IN 2 Attention: Andy G ibbons/ Nooree n Bhanj i Email: ag,ibb o ns@torys.com / nbha nji @tory s.co01 or to s uch other address as a party designates by Notice fro m tim e to tim e in accordance with th e forego in g. 13. Th is Agreement may be executed and de! ivered in counterpa11 s and a ny such cou nte rp art may be de li vered in it s o ri g in al form o r by facs imil e tran smi ssion and each of which when so executed a nd de li vered s ha ll be dee med to be an o ri gin al and s uch counterparts toge ther s hall constit ute o ne and the sa me Agreement. 14 . Thi s Agreement s hall be bin ding upo n, and enure to the benefit of the Transferee and t he City and th e ir res pec tive succ essors and permitted assig ns. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK -SIGNING PAGE FOLLOWS! 4 152-5502-2902.? 38997-201 2 35086724,2 - 443 - - 8 - DA TED the <<Day>>, day of <<Month>>, <<Year>>. DATED the <<Day>>, day of<<Month>>, <<Year>>. CAPLINK ACQUISITIONS LIMITED Per: Name: Title: By: Name: Title: I/We have authority to bind the Corporation. THE CORPORATION OF THE CITY OF PICKERING Per: Name: Title: By: Name: Title: 4152-5502-2902.9 38997-2012 35086724.2 - 444 - -9 - APPENDIX "A" 4152-5502-2902.9 38997-20 12 35086724 ,2 - 445 - SCHEDULER PURCHASER'S ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO SUE TO: The Corporation of the City of Pickering (the "Vendor") AND TO: <<Purchaser's Solicitor Name and/or Law Firm Name>>, its solicitors RE: <<Purchaser(s) Name>> (the "Purchaser") purchase from the Vendor of the prope1ty legally described as <<Legal Description>>, being <<the whole OR part>> of PIN <<Enter PIN>> (LT) (the "Property") pursuant to an Agreement of Purchase and Sale between the Purchaser, as purchaser, and the Vendor, as vendor, accepted <<Date Offer Accepted>>, as may be amended from time to time (the "Purchase Agreement") In consideration the closing of the Transaction and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged: I. The Purchaser agrees to accept, assume and take title the Property and any improvement thereon in an "As Is Where Is" condition in accordance with Section 5 of the Purchase Agreement. 2. The Purchaser acknowledges and hereby agrees to indemnify and save harmless the Vendor and its employees, directors, officers, appointees and agents from, any and all costs (including legal, consultant and witness costs and fees), claims, demands, actions, prosecutions, administrative hearings, fines, losses, damages, penalties,judgments, awards (including awards of costs) and liabilities (including sums paid in settlement of claims), that may arise as a result of the condition of the Prope1ty, the presence of Hazardous Substances or Contaminants in, on or under the Lands, the Buildings or any structure or paved surface, or in any environmental medium (including, but not limited to, the soil, groundwater, or soil vapour on or under, or emanating from the Property), any order issued by any Authority in connection with the condition of the Property, or any loss, damage, or injury caused either directly or indirectly as a result of the condition of the Prope1ty including, without limitation, non-compliance with Environmental Law or the existence of any Hazardous Substance or Contaminant. Without limiting the generality of the foregoing, this indemnification shall specifically cover costs incurred, from and after the Closing Date, in connection with any claim for personal injury and/or death, prope1ty damage, investigation of site conditions and/or any clean-up, remedial, removal, monitoring or restoration work required by any federal, provincial, or local government agency or political subdivision because of the presence of Hazardous Substances, in, on or under the Lands, the Buildings or any environmental medium, structure or paved surface or emanating therefrom. 3. The Purchaser covenants and agrees that, effective as ofthe Closing Date, the Purchaser forever releases and covenants not to sue the Vendor and its employees, directors, officers, appointees and agents with respect to anything arising out of the environmental or any other condition of the Prope1ty or the presence of Hazardous Substances or Contaminants in, on, under, or 4152-5502-2902.9 38997-2012 35086724.2 - 446 - - 2 - emanating from or onto the Property, regardless of whether such environmental conditions or the presence of Hazardous Substances or Contaminants is known or unknown by the Purchaser and regardless of whether such condition is set forth in the Property Documents, the Purchaser's Reports or any other report, document or information discovered during the course of the Purchaser's due diligence or otherwise. The foregoing release and covenant not to sue shall apply to all claims at law or in equity, including, but not limited to, claims or causes of action for personal injury or death, property damage, statutory claims under Environmental Laws and claims for contribution. 4. This Indemnity shall not merge but shall survive the Date of Closing and shall be continuing obligation of the Purchaser. 5. Unless otherwise defined herein, all capitalized terms used herein have the meaning ascribed to them in the Purchase Agreement. 6. The provisions of this Purchaser's Environmental Indemnity and Covenant Not to Sue shall enure to the benefit of the Vendor and its successors and assigns and shall be binding upon the Purchaser and its successors and permitted assigns. DATED as of the ____ day of <<Month>>, <<Year>>. <<PURCHASER(S) NAME>> Per: Name: <<Individual Signing Documents for Corporation>> Title: <<Title>> Per: Name: <<Individual Signing Documents for Corporation, if there is a second person>> Title: <<Title>> I/We have the authority to bind the Corporation. 4152-5502-2902.9 38997-2012 35086724.2 - 447 - SCHEDULE I STATEMENT OF DEVELOPMENT AGREEMENT PAYMENTS RE: The Corporation of the City of Pickering (the "Purchaser") sit SBB Industrial (Seaton) Limited Partnership [INSERT LEGAL DESCRIPTION] Closing Date: Development Agreement Payments to Vendor under Section 16.03 and 16.07 DIC Credit Recovery Payment $ Servicing Costs (Veridian) $ Seaton CSA $ Development Agreement Payments to Applicable Trustee under Section 16.06 Private Landowner Equivalency Payment $ Seaton CSA $ Seaton-Durham CSA $ Development Agreement Security under Section 16.01 Phase 1 RFEA $ Drawdown LC wl Region of Durham $ Security wl Region of Durham Seaton CSA $ Seaton-Durham CSA $ TOT AL AMOUNT $ All without duplication. E.&O.E. 4152-5502-2902.9 38997-2012 35086724.2 - 448 - SCHEDULE A-2 4152-5502-2902.9 38997-2012 35086724.2 LANDS East Parcel: Attachment #3 to Report LEG 12-22 ':-'i'/2~;" Ontano O Seaton -Bund le 8 Parcel 2 , 63.62 acres COueen's Printer for Ontario For ilustrative purposes only. 'Areas and Li"nits to be oonfnned by survey. 0 so 100 -Me ters 200 Name : Burdle 8 Parcel 2 Da1e: 7/30ao1g N A - 449 - 4152-5502-2902.9 38997-2012 35086724.2 West Parcel: 3~~:t Ontario8 Seaton -Bundle 8 Parcel 1, 91.21 acres © Queen's Printer for Ontario For illustrative purposes only. •Areas and Limits to be confirmed ty survey 0 50 100 Meters 200 Name Bundle 8 Parcel 1 Date: 7130/2019 N A - 450 - i: , ,. < .; , .. . 0: 0 .. . .. • .. . < 0: w " .. . .. . ~" ,", -- CD - Si d e l l n e 2 0 5i d e l l n e 2 2 - ~ ;; l ! ;, Sl l l e ll n e Z 5 Sl d e l r t u ! 2 & No r t h Rd Sl d t l l n e l 2 ~ 5\ ! $ ~ :; i ' w\ \ r !) T " ,. _ l fi i ! r: i .. , . 4' 1 l II ~ ~ :. i ~ 0 - 'i ' _ ll l l l l 7 ~ "' ~ ,: , i -- § ~ ~ ~ g ;: ; Sl d e l i n ~ H • LL <. ! ) LL ~□ ~w " .. . J f- IQ_ 2 ~ ~ _J 45.7 64 .8 SI D E L I N E 2 6 BLOCK 49 Heritage Lot 0.73Acres 0.30Ha N70°14'40"E N70°21'05"E 44.030 28.300 E 174.065 "NN70°21'05"E 0654'5 0°E 2 2 7 "3 0192°3.45.6 '.5 '1 1 1 57202 5 21.9 N °55 0"818 .5 8W N3 .23 4 1 . 4 8. N06°11'40"E 6 1 6 . 1 6655 ..11 50.300 N19 °1 9'2 0" W N19 °1 9'2 0 "W 14 .0 30 .0 NEW 0 62.1 27 . 0 BLOCK 22 0 48.62Stormwater 12 .8 E "02'9 0 0 9 92. 180 92. 905 Pond °881 4 . 1 .222 8 . 9 2N 1.7 Acr es +/-BLOCK 32 N0 3°07'2 0"E 33.760 45.0 Natural Heritage E N "3 5 . 6 5 6 0 3 '°3 4 1 5 6 7°' 6 2621. 55 0N ."62 W 3.95Acres 10 4 3 . 7 16.71 [54'-10"] 1.60Ha N10°4 5'40"W 16.71 [54'-10"] 6.20 [20'-4"] 10.00 [32'-10"] 10 2. 8 1 3 2 . 1 125.080 NEW BLOCK 22 Stormwater Pond 4 .93 1.6 Acr es +/-N10°4 5'40"W 14.00 [45'-11"] 15[.5 409 '-10"] 75.400 8 .39 1 4 1 . 7 1 2 3 . 6 14.[0450 '-1 1 1 7 . 1 1"] 9 8 . 4 BLOCK 31 TE 305 UO . Setbac k 96R BLOCK 30 ERIFNatural Heritage Natural Heritage MT O 2.11Acres 3.07Acres 2 14m .45 0.85Ha 1.24Ha E '35" 43BLOCK 8 N12°14 6 . 9 .[0450 '-16 .0 1"] 74.9 Prestige Empl o yme nt General 1.1 4.00 [ 4 5 '7 - 1 1"3 ] 42.30Acres Se t b a ck 9 9 .0 4 5 MTO 17.12Ha 1 4 m 7 2 . 7 82.0 7 82.9 .54 "E 5 5'1 °2 71 4.00 [ 4 5 '- 1 1"N4] FIRE ROUTE 98.6 [45'-11"] 14.00 47.5 FI RE ROUT E N 6 3°01'40"E 14.00 20 .9 [ 4557.6 23 .3 65 '-11"] 14m MTO Setback N 63°0 1 '4 0 "E 47 .515 14m MTO Setback 11 4 .4 [45 14.00 291.575 '- 11"] N68°52'05"E N68°51'30"E 100.910 60.035 N68°52'05"E N68°52'05"E 20.120 Federal Airport Land Attachment #4 to Report LEG 12-22 RelocateNorthern Boundry of Seaton Neighboor 21 Heritage House ACCESS HIGHWAY 7 (MTO) N71°41'40"E 20.160 POINTHIGHWAY 7 (MTO) N71°18'20"E N71°18'20"E 20.130 N71°18'20"E N71°18'20"E N71°18'20"E 123.335279.42062.515 59.820 62.6 59.6 14 . 0 0 [4 5 ' - 1 1 " ] 14 . 0 0 [4 5 ' - 1 1 " ] 14m MTO Setback14m MTO Setback 14 . 0 0 [4 5 ' - 1 1 " ] 14m MTO Setback14 . 0 0 14m MTO Setback Heritage L ot: 414786 TOTAL TOTAL FIRE ROUTE 7. 5 0 [2 4 ' - 7 " ] 7.0 0 [2 3 ' - 0 " ] CAR PARKINGFIRE ROUTE 6 FIRE ROUTE FIRE ROUTECAR PARKING 815 HWY 7 Relocated 271220 Heritage 9 16393323 9 Hou se (FGF Screen WallScreen Wall Learning Studi0) 10 . 6 7 10 . 6 7 [3 5 ' - 0 " ] [3 5 ' - 0 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] 10 . 6 7 10 . 6 7 [3 5 ' - 0 " ] [3 5 ' - 0 " ] 2 Storey2 Storey 6.00 FI R E R O U T E 60 . 3 2 [1 9 7 ' - 1 1 " ] Office &TM [19'-8"]Office & TM 21 . 3 4 21 . 3 4Welfare Areas (22,700sf) 2109 sm Access Point FI R E R O U T E FG F W a y FI R E R O U T E Welfare Areas (22,700 sf) 5.00 5.00 [16'-5"]14 [16'-5"] FI R E R O U T E TRAILER STAGING 2109 sm 6. 5 0 [2 1 ' - 4 " ] TRAILER STAGINGBUILDING4214.6 [704'-0"]BUILDING3 83.00 6.50 6.50[9'-10"] [21'-4"] [21'-4"] 7 7 PATIO 214.6 [704'-0"]6.50 31.45 [21'-4"] [103'-2"] 41.98 [137'-9"]45.7 TOTAL GFA 231,000sf (21471sm)TOTAL GFA 231,000sf (21471sm)TRUCK TURN 19 19 16.5 16.5 16.5 [54'-0"] 16.5 [54'-0"] 16.5 [54'-0"] 16.5 [54'-0"] 1st Floor 220,000sf(20449sm) COURTYARD 16.5 [54'-0"] 16.5 [54'-0"]1st Floor 220,000sf(20449sm)[54'-0"] [54'-0"] [54'-0"] 93 . 3 [3 0 6 ' - 3 " ] 93 . 3 [3 0 6 ' - 3 " ] 16.5 16.5 16.5 16.5 [54'-0"] [54'-0"] [54'-0"] [54'-0"] 16.5 16.5 16.516.5 16.5 16.5 16.5 16.5 16.5 16.5 16.5 16.5 16.5 16.5 PATIO [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"][54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] 10 . 0 0 [2 3 ' - 0 " ] [4 5 ' - 1 1 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] 64 .8 21 . 3 4 21 . 3 4 21 . 3 4 21 . 3 4 Total Phase 1 (60 Acres) [3 2 ' - 1 0 " ] 5.0 0 10 . 0 0 [3 2 ' - 1 0 " ] [1 6 ' - 5 " ] 7. 0 0 2nd Floor 11,400 sf (1060 sm)2nd Floor 11,400 sf (1060 sm) [7 0 ' - 0 " ] [7 0 ' - 0 " ] 21 . 3 4 21 . 3 4 36 . 0 0 TRUCK TURNFlour Flour19.92 COURTYARDSilos Silos[65'-4"] *4 Plants & 1 DC (1.1 million sf) FI R E R O U T E Pr oc epter Grease Int erc epter 3000gal Pr oc epter Grease Int erc epter 3000gal r oug h in f or DAFSystem r oug h in f or DAFSystemMecha ni ca l Room 1300 sf Mechanical Room 1 300 sf S pri nkl er Room 1100 sf 21 11.00 [36'-1"] S pri nkl er Room 1 100 sf22 FI R E R O U T E 22.00 [72'-2"] 2x3000 KVA2x3000kva *1st 2 Plants- (Building 1 &2) 5.00 23 23 [2 5 ' - 0 " ] 7. 6 [2 5 ' - 0 " ] 6 Sc r e e n W a l l FI R E R O U T E E le ctri ca l Room SubstationElectri ca l RoomSUBSTATION 21.07 Sc r e e n W a l l 7. 6 [16'-5"] 1 200 sf12 DOCKS17 DOCKS 1200 sf 12 DOCKS 17 DOCKS 22 .0231 4'W x16'H OH Door 1 4'W x16'H OH Door FI R E R O U T E [69'-1"] Access TRANSIT WAY 24.7424.74 [81'-2"][81'-2"]AMMONIA ROOM 4,000 sf 22 22m Sc r e e n W a l l AMMONIA ROOM 4,000 sf 24' clear height 24' clear heightS truc tu ra l Pl at fo rm above 15 . 2 7 [5 0 ' - 1 " ] [5 0 ' - 1 " ] 15 . 2 7 DR I V E I N RA M P DRIVE IN RAMP for 4 cooling towers 6S tr uctural Pl at form above for 4 cooli ng t owers24.39 24.39 [80'-0"][80'-0"] [1 1 8 ' - 1 " ] 38 . 1 0 32 . 4 7 [1 2 5 ' - 0 " ] [1 0 6 ' - 6 " ] 2022/2023 (460,000 sf) 10x500KW 10x500KW GeneratorsGenerators FIRE ROUTEFIRE ROUTEFIRE ROUTE FIRE ROUTE 20 . 0 [1 6 ' - 5 " ] Of f i c e & T M We l f a r e A r e a s [1 6 ' - 5 " ] 5. 0 0 5.0 0 22 . 0 0 10.00 [32'-10"] TRAILER PARKING 51 TRAILER PARKINGFuture New Road & Access 10 . 0 0 [3 2 ' - 1 0 " ] [9 8 ' - 5 " ] Access Point TOTAL TOTAL 22 m 29 . 9 9 FIRE ROUTE Point [3 6 ' - 1 " ] [7 2 ' - 2 " ] Point Access Wonder Drive 11 . 0 0 12.19Bridge Alignment to Phase 2 (89 Acres land Access[40'-0"] Point PointCul-de-sac FIRE ROUTE FIRE ROUTE 35 . 0 7 [1 1 5 ' - 1 " ] [2 0 ' - 4 " ] [2 3 ' - 0 " ] 5. 0 0 [1 6 ' - 5 " ] FIRE ROUTE 5.0 0 [1 6 ' - 5 " ] 6. 2 0 10.00 10.00[32'-10"] [32'-10"] 7. 0 0 FIRE ROUTECAR PARKING CAR PARKING 200 238 PATIO PATIO 31 31 22.37 Screen Wall Screen Wall89 ACRES [73'-5"] 6 6 [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 10.67 10.6710.67 10.67 [7 0 ' - 0 " ] [7 0 ' - 0 " ] [7 0 ' - 0 " ] 21 . 3 4 21 . 3 4PARCEL [35'-0"] [35'-0"][35'-0"] [35'-0"] FI R E R O U T E 148.66 [487'-9"]2 Storey BUILDING5 (2 2 , 7 0 0 s f ) 21 0 9 s m FI R E R O U T E 2 S t o r e y 7.50 [24'-7"] Office &TM Welfare Areas 16.46 16.46 16.46 16.46 16.46 16.46 16.46 16.46 16.46 [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"] [54'-0"][54'-0"] [54'-0"] [54'-0"]3737(22,700sf) DISTRIBUTIONCTR.2109 sm 2nd Floor Office FI R E R O U T E 39.63 7.6 [25'-0"] 21.34 21.34 Cross Dock 64 . 5 5 [2 1 1 ' - 9 " ] 3,800 SF 9 39.637.6 7.007.009 [130'-0"][25'-0"] [23'-0"][23'-0"] TOTAL GFA 106,800 sf (9853sm) 21.34 21.34 21.34 21.34 21.34 21.34 [130'-0"][70'-0"] [70'-0"] [70'-0"] [70'-0"] [70'-0"] [70'-0"] [70'-0"] [70'-0"] 62.01 FI R E R O U T E FI R E R O U T E Sc r e e n W a l l 1st Floor 103,000sf(9574sm) [203'-5"]Current Road & Bridge Alignment 17 D O C K S 12 D O C K S AM M O N I A R O O M 4 , 0 0 0 s f S tr uct u r a l P l at fo r m a b o v e fo r 4 c o o l i ng t ow e r s 24 . 3 9 [8 0 ' - 0 " ] 24 . 7 4 2nd Floor 3,800sf(278sm)17 D O C K S 21 . 3 4 93.3 [306'-3"] [5 4 ' - 0 " ] 16 . 5 BUILDING1 TOTAL GFA 231,000sf (21471sm) 1st Floor 220,000sf(20449sm) 2nd Floor 11,400 sf (1060 sm) 16 . 5 [5 4 ' - 0 " ] 16 . 5 [5 4 ' - 0 " ] 21 4 . 6 [7 0 4 ' - 0 " ] 93.3 [306'-3"] 16 . 5 [5 4 ' - 0 " ] BUILDING2 FIRE ROUTETOTAL GFA 230,000sf (21378sm) 16 . 5 [5 4 ' - 0 " ] 40 . 7 1 [1 3 3 ' - 7 " ] 18 . 3 0 [6 0 ' - 1 " ] FIRE ROUTE 24 . 3 9 [8 0 ' - 0 " ] 24 . 7 4 AM M O N I A R O O M 4 , 0 0 0 s f 24 ' c l e a r h e i g h t St r u c t u r a l P l a t f o r m a b o v e fo r 4 c o o l i n g t o w e r s 32 219,000sf(20356sm) 2nd Floor 11,400 sf (1060 sm) 16 . 5 [5 4 ' - 0 " ] 21 4 . 6 [7 0 4 ' - 0 " ] 1st Floor32 30.47 [100'-0"] 24 ' c l e a r h e i g h t 10.00 [8 1 ' - 2 " ] [32'-10"] TRAILER PARKING [8 1 ' - 2 " ] 90 [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 16 . 5 [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] [5 4 ' - 0 " ] 5015.27 15.277.50 [50'-1"] [50'-1"][24'-7"] TRAILER PARKING [6 0 ' - 4 " ] 18 . 4 0 WH I T E S R O A D 38 38 7.00 [23'-0"] 3.00 [9'-10"] TRAILER PARKING10.0012 D O C K S 184.0 [32'-10"] 20 FI R E R O U T E FI R E R O U T E FI R E R O U T E [5 4 ' - 0 " ] 26 19 TRAILER PARKING 16 . 5 16 . 5 1 4'W x 1 6 ' H O H D o o r E le ctr i ca l R o o m 1 20 0 s f DRIVE INRAMP DRIVE INRAMP [5 4 ' - 0 " ] S pri nk l er R o o m 1 10 0 s f Me c h a n i c a l R o o m 1 300 s f Pr oc ep t e r G r e a s e In t er c ep t e r 3 0 0 0 g a l r ou g h i n f or D A F S y s t e m S pr i nk l er R o o m 1 1 0 0 s f Me c h a ni ca l R o o m Pr oc ep t e r G r e a s e In t er c ep t e r 3 0 0 0 g a l 1 3 0 0 s f r ou g h i n f or D A F S y s t e m Fl o u r El e c t r i ca l R o o m 1 2 0 0 s f 1 4'W x 1 6 ' H OH D o o r Fl o u r Si l o s [8 2 ' - 1 1 " ] Si l o s 25 . 1 1 [8 2 ' - 4 " ] 21 . 3 8 [7 0 ' - 2 " ] 6 TRUCK TURN 2x3000kva 10x500KW 10x500KW 2x3000kva COURTYARD SUBSTATION Generators Generators SUBSTATION [4 9 ' - 1 " ] 14 . 9 5 [3 2 ' - 1 0 " ] [1 3 ' - 1 " ] [5 7 ' - 9 " ] 17 . 6 0 [3 2 ' - 1 0 " ] [1 3 ' - 1 " ] 4.0 0 25 . 2 8 [1 0 5 ' - 5 " ] 10 . 0 0 32 . 1 2 EXISTING SUB DIVISION BLOCKS: *BLOCK 1 - 7.43 Acres *BLOCK 2 - 18.55 Acres Gross Developable - 50.6 acres *BLOCK 3 - 5.01 Acres minus internal road - 3.5 acres *BLOCK 5 - 5.58 Acres Net Developable = 47.1 acres *BLOCK 6 - 14.03 Acres 4. 0 0 10 . 0 0 HIGHWAY 407 *BLOCK 22 - 5.43 Acres (Storm water Pond)HIGHWAY 407 WHITES ROAD *BLOCK 30 - 2.11 Acres (Natural Heritage)INTERCHANGE *BLOCK 49 - 0.73 Acres (Heritage Lot & House) TOTAL - 58.87 Acres PROPOSED FGF FOOD Date: MANUFACTURING CAMPUS SITE PLAN CONCEPT # 6A March 26, 2022 60 ACRES - 451 - Report to Council Report Number: PLN 25-22 Date: May 24, 2022 From: Kyle Bentley Director, City Development & CBO Subject: Lease Agreement – Open Studio Art Café -Temporary Patio Program – use of City owned lands -File: D-1000-006 Recommendation: 1.That Council approve the Draft Lease Agreement for the Temporary Use of City Property adjacent to 617 Liverpool Road, between the City of Pickering and Open Studio Art Café for the period May 28, 2022 to November 30, 2022, as set out in Appendix I to Report PLN 25-22; 2.That the Mayor and City Clerk be authorized to execute the Lease Agreement between the City of Pickering and Open Studio Art Café in the form as appended to this report subject to revisions as may be acceptable to the Chief Administrative Officer, the City Solicitor and the Director, City Development & CBO; and 3.That the appropriate officials of the City of Pickering be authorized to take the necessary actions as indicated in this report. Executive Summary: Open Studio Art Café (OSAC), located at 617 Liverpool Road in the Nautical Village, has submitted a request to operate a temporary outdoor patio on the City owned boulevard in front of their establishment. The proposed location and design (see Location Map, Attachment #1) of the temporary patio space have met the requirements laid out by the City’s ‘Temporary Patios – Municipal Review and Approval Process’. Staff therefore recommends that the City enter into a lease agreement with OSAC for temporary use of the City’s boulevard from May 28, 2022 to November 30, 2022 (see Draft Licence Agreement, Appendix I). The OSAC temporary patio would be subject to terms that address the restriction of patio patron movements to within the identified boundary of the temporary patio, and that there is no amplified music permitted after 9:00 pm. The term of the Licence Agreement proposed is May 28, 2022 to November 30, 2022, in order to support the City’s Winter Maintenance Program in this neighbourhood. Financial Implications: There are no financial implications associated with this lease agreement. - 452 - Report PLN 25-22 May 24, 2022 Subject: Lease Agreement – Open Studio Art Café Page 2 Discussion: As set out in the City’s ‘Temporary Patios – Municipal Review and Approval Process’, operation of a temporary patio space on City owned property is subject to the execution of a Licence Agreement with the City and is permitted for a limited term of operation that does not conflict with the City’s municipal Winter Maintenance operations. Open Studio Art Café (OSAC) is located at 617 Liverpool Road in the Nautical Village. For the third consecutive year, they are requesting permission to operate a temporary patio space on the City owned boulevard at this address. Staff in Fire Services and Building Services have reviewed this request, and have no objection to the proposed design or location of the temporary patio space. In compliance with the Ontario Building Code, the maximum, combined interior and exterior seated occupancy for the café, has been set at 10 seats. The proposed term of the Licence Agreement is May 28, 2022 to November 30, 2022. The patio must be removed at the end of the term to accommodate the City’s Winter Maintenance program. OSAC has provided the requisite Certificate of Insurance noting the City as an added insured, in an amount as required by the City. Compliance with the Ontario Building Code, Ontario Fire Code, applicable Municipal By-laws and current Provincial and Region of Durham Health & Safety criteria must be maintained at all times, and are subject to inspection without notice. Staff therefore recommends the City enter into a Licence Agreement (see Draft Licence Agreement, Appendix I) with OSAC for the temporary use of the City owned boulevard, as indicated in the attached site drawing (see Attachment #1, Location Map). Any future use of the City’s boulevard for a seasonal patio use will be reviewed on an annual basis, and brought to Council for review. Appendix: Appendix I Draft Licence Agreement Attachment: 1.Location Map - 453 - Report PLN 25-22 May 24, 2022 Subject: Lease Agreement – Open Studio Art Café Page 3 Prepared By: Original Signed By Catherine Hodge Senior Coordinator, Development Liaison Approved/Endorsed By: Original Signed By Kyle Bentley, P. Eng. Director, City Development & CBO CH:ld Recommended for the consideration of Pickering City Council Original Signed By Marisa Carpino, M.A. Chief Administrative Officer - 454 - Appendix I to Report No. PLN 25-22 Draft Licence Agreement - 455 - 1 This Licence Agreement is made this 28th day of May, 2022. Between: Open Studio Art Café Inc. (the "Restaurant”) -and - The Corporation of the City of Pickering (the "City") Whereas the City owns the lands legally described as Liverpool Road, south of Annland Street being the Road Allowance between Lots 22 and 23, Range 3, Concession Broken Front, Pickering; and Whereas the Restaurant wishes to use a portion of the City-owned lands as shown in red on the location map attached hereto as Schedule “A” (the “Lands”) for the purpose of operating a temporary outdoor patio for the serving of food and beverages as shown on the plans and specifications attached hereto as Schedule “B” (the “Temporary Patio”); and Whereas the City has agreed to grant to the Restaurant a non-exclusive licence permitting the Temporary Patio on the Lands subject to the terms and conditions set out in this Licence. Now Therefore in consideration of the mutual covenants hereinafter set forth and other good and valuable consideration, the City and the Restaurant agree as follows: Licence 1.Subject to the terms of this Licence, the City grants permission to the Restaurant to use the Lands on a non-exclusive basis for the Temporary Patio. 2.The Restaurant acknowledges that this Licence does not create an interest in the Lands nor does the Restaurant claim any past or present interest, howsoever arising, as a result of or connected in any way with the use and occupation of the Lands. 3.The licence granted herein is only for the duration of this Licence and only for the purposes and uses stated herein. No other purposes shall be permitted without prior approval from the City. 4.The licence granted herein is not exclusive and the City reserves the right to enter onto the Lands and to grant, renew or extend licenses and other interests to other third parties. - 456 - 2 Term 5.Unless earlier terminated as provided herein, the term of this Licence shall commence on May 28, 2022, and expire on November 30, 2022 at 9:00 pm (the “Term”). 6.Except as otherwise provided for in this Licence, this Licence may be terminated by the City at any time and for any reason during the Term upon sixty (60) days prior written notice to the Restaurant. Notwithstanding the foregoing, if at any time the Restaurant is in default in the performance of any of the obligations under this Licence, the City shall have the right to terminate this Licence forthwith and thereupon all the rights of the Restaurant shall immediately cease. The City shall not be liable for payment to the Restaurant for any damage or loss arising from the termination of this Licence by the City pursuant to this Section 7.Upon the expiry or earlier termination of this Licence, the Restaurant shall remove the Temporary Patio, at its own expense, and restore the Lands to its original condition. Fee 8.The Restaurant shall not be required to pay to the City any fee for this Licence, but shall be responsible for payment of all applicable non-City permits, licences, staffing charges, and approval fees where applicable. Applicable Laws 9.The Restaurant shall comply strictly with all applicable law, by-laws, rules and regulations governing its use of the Lands for the Temporary Patio, including, but not limited to, the City’s Noise By-law, Traffic and Parking By-laws, the Ontario Building Code, the Ontario Fire Code, the Accessibility for Disabled Ontarians Act, and all applicable requirements of the Technical Standards & Safety Authority. 10.The Restaurant, where applicable, shall obtain all necessary permits, licenses and approvals that may be required in connection with its use of the Lands for the Temporary Patio, including, but not limited to: a)The City of Pickering form – ‘Request to Review for Temporary Patio’; b)Tents, should they be constructed, must comply with applicable building permit requirements under the Building Code Act, Ontario Building Code (OBC) and the City’s Temporary Tent Standard Operating Procedure (City Development Department); c)Compliance with the Health & Safety Guidelines as issued for outdoor patio operations by the Province of Ontario and the Durham Region Health Department; and d)No smoking signs to be placed, in accordance with the Durham Region smoking ban by-law. Fire Safety & Ontario Building Code 11.The Restaurant acknowledges that the Temporary Patio is subject without notice, to: - 457 - 3 a) inspections to be carried out by City of Pickering Fire Services to determine compliance with the Ontario Fire Code; and b)inspections to be carried out by City of Pickering Building Services Section to determine compliance with the Ontario Building Code. 12.The location of the Temporary Patio must maintain a 1.2 metre clearance from all fire hydrants or fire connections (Siamese) and they must be visible and accessible at all times. 13.Portable fire extinguishers, a)shall be present if cooking equipment is used on the Temporary Patio, and any location serving alcoholic beverages. Extinguishers must be properly rated for the hazard present. Portable extinguishers shall be kept operable and fully charged; b)shall be located so that they are easily seen and shall be accessible at all times; and c)in proximity to a fire hazard shall be located so as to be accessible without exposing the operator to undue risk. 14. Restaurant staff must be familiar with the safe operation of portable fire extinguishers in their work area. Utilities 15.The Restaurant shall assume all costs and expenses in connection with the Temporary Patio, including, but not limited to, all utility costs. 16.The Restaurant and its employees, agents and contractors, including its electrical support group, is prohibited from altering City electrical infrastructure, and is only permitted to use existing outlets. 17.The Restaurant shall ensure all power cords have been covered to avoid tripping hazards. 18.The City assumes no responsibility to the Restaurant for the temporary or unavoidable interruption of the supply of any public utility service due to any cause whatsoever. Hours of Operation 19.Subject to any other regulatory approval (e.g. liquor licence), the Restaurant will maintain their usual hours of operation for the existing restaurant. Conditions of Use 20.In compliance with the requirements of the Ontario Building Code, the maximum, combined occupancy for both interior and exterior seating is set at ten (10) seats. 21.The Restaurant will ensure that patrons using the temporary patio remain within the defined area of the temporary licence as detailed in Schedules A and B included herein at all times during open hours of operation of the temporary patio. - 458 - 4 22.The Restaurant will at all times comply with and ensure compliance with the terms of City of Pickering By-Law 6834/08, and specifically Schedule 2, Section 1 thereof, whereby no amplified noise or music is permitted between the hours of 9:00 pm and 7:00 am. Maintenance 23.The Restaurant shall ensure that the Lands and the Temporary Patio are maintained in a state of good and safe repair, and in a clean and sanitary condition during the Term, to the satisfaction of the City. The Restaurant shall immediately notify the City of any damage to the Lands. 24.In the event that the Restaurant wishes, during the Term, to replace or materially alter the Temporary Patio, the Restaurant shall not commence replacement or alteration unless: a)the City has approved the Restaurant’s plans, specifications and appearance of the proposed replacement or alteration; b)otherwise agreed to by the City, the replacement or alteration does not occupy an area that is larger than the Lands and shall be situate in the same location as the Temporary Patio; c)the Restaurant has received all regulatory approvals and/or the replacement or alteration complies with all regulatory requirements; and d)the Restaurant has obtained any necessary permits for the work to be undertaken. 25.The Restaurant shall ensure that any personnel installing, maintaining, replacing, altering or repairing the Temporary Patio shall be properly trained and fully qualified to perform the relevant work. The Restaurant shall ensure that it complies with the Construction Act and takes all necessary steps to prevent a lien from being claimed in respect of the Lands. Waste Management 26.The Restaurant shall remove any and all refuse generated by the use of the Temporary Patio, as it occurs and at the expense of the Restaurant. Insurance 27.The Restaurant, at its own expense, shall provide, a)comprehensive general public liability insurance, identifying the City as an additional insured, including coverage for personal injury, contractual liability, non-owned automobile liability, death and property damage, on an occurrence basis with respect to the Temporary Patio and the use and occupancy of the Lands, with coverage for any one occurrence or claim of not less than $5,000,000, which insurance shall protect the City in respect of claims by the Restaurant as if the City was separately insured; b)a certificate of insurance coverage in a form satisfactory to the City, which insurance coverage shall be kept in full force and effect throughout the Term; - 459 - 5 c)Thirty (30) days prior written Notice, by registered mail, will be given by the insurer(s) to the City of Pickering if this Policy is cancelled or if any material change occurs that would, for any reason, affect this Certificate or the City of Pickering as outlined in the coverage specified herein. Notice will be given to: The Corporation of the City of Pickering, Attention: City Development Department, One The Esplanade, Pickering, ON, L1V 6K7. 28.The Restaurant shall not do or omit or permit to be done anything that causes any insurance premium of the City to be increased, and if any insurance premium shall be so increased, the Restaurant shall pay to the City forthwith upon demand the amount of such increase. If notice of cancellation or lapse shall be given respecting any insurance policy of the City or if any insurance policy shall be cancelled or refused to be renewed by an insurer by reason of the use or occupation of the Lands, the Restaurant shall forthwith remedy or rectify such use or occupation upon being requested to do so in writing by the City and if the Restaurant shall fail to do so the City may, at its option, terminate this Licence forthwith by notice to the Restaurant. Liability and Indemnification 29.The City shall not be liable to the Restaurant for any loss, damage or personal injury (including death) relating to the Temporary Patio or the use and occupancy of the Lands, whether caused by fire, theft, burglary, or otherwise, unless such loss or damage was caused by the negligence or willful misconduct of the City, its servants, agents or employees. 30.Once any equipment is erected on the Lands, the Restaurant shall determine its own terms for overnight security of its equipment, and the Lands and equipment shall be and remain at the risk of the Restaurant. 31.Save and except for the gross negligence as it relates any of its to obligations under this Agreement, or willful misconduct of the City, the Restaurant agrees to indemnify and save the City, and all its directors, officers, employees, elected officials, agents, contractors and representatives harmless from any and all losses, actions, damages, claims, liability, costs, expenses and demands, of any kind, including, without limiting the generality of the foregoing, all claims for personal injury, illness or death, including any claims arising from the COVID-19 virus, or from any act or omission of the Restaurant or those for whom the Restaurant is at law responsible arising out of any action whatsoever by the Restaurant, its directors, employees, agents, contractors, invitees or anyone in connection with the Restaurant’s use and occupancy of the Lands or the presence of Temporary Patio on the Lands. This provision shall survive the expiration or earlier termination of this Licence. 32.The Restaurant waives any and all claims against, releases from liability and agrees not to sue the City, its directors, officers, employees, elected officials, agents, contractors and representatives for any personal injury, illness, death or any other loss sustained by the Restaurant or for which the Restaurant may be responsible arising out of, or in connection with the Restaurant’s use and occupancy of the Lands or the presence of the Temporary Patio on the Lands, including any loss arising from the COVID-19 virus. - 460 - 6 Force Majeure 33.The City shall not be liable for any damages caused by any delay or failure to perform the whole or any part of this Licence, where such performance is made impossible or impractical due to any cause direct or indirect, beyond the control of the City, including, but not limited to, labour disruptions, strikes, lockouts, fire, flood, storms, acts of nature, natural disasters, acts of war, insurrection and terrorism, outbreak, pandemic, epidemic, disease or emergency. Relationship of Parties 34.Nothing contained herein shall be deemed or construed by the parties, nor by any third party, as creating the relationship of principal and agent, landlord and tenant, partnership or of joint venture between the parties, it being understood and agreed that none of the provisions contained herein, nor any of the acts of the parties shall create any relationship between the parties other than that of licensor and licensee as described in this Licence. Commercial Tenancies Act 35.The parties agree that the provisions of the Commercial Tenancies Act DO NOT apply to this Licence between the parties Notice 36.Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be sufficiently given if sent by pre-paid registered mail from a post office in Canada addressed in the case of the City to: Pickering Civic Complex, One The Esplanade, Pickering, ON L1V 6K7 Email: citydev@pickering.ca Attention: Director, City Development & CBO Fax Number: 905.420.7648 and in the case of the Restaurant to: 617 Liverpool Road Pickering, ON L1W 1R1 Attention: Michele Bolton Email: draw@openstudioartcafe.com Phone Number: 905.420.2233 or cell: 905.626.7300 Such notice may be given by hand delivery or sent electronically by either party to the other. Any such notice mailed shall be deemed to have been given on the third (3rd) business day following such mailing or, if delivered by hand, shall be deemed to have been given on the day of delivery or, if sent electronically, shall be deemed to have been given on the business day following transmission. In the event of a postal strike or pending postal strike, any or all notices must be given by personal delivery or by electronic means. - 461 - 7 Title 37.The Restaurant hereby agrees to keep title to the Lands, including every part thereof, free and clear of any lien, encumbrance or security interest or notice thereof. The Restaurant shall not enter into any agreements for the Lands which would run with the Lands and become an obligation of the City upon termination or expiration of this Licence. Time 38.In all respects, time shall be of the essence of this Licence. Counterparts 39.This Licence may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute one and the same document. The execution of this Licence will not become effective until counterparts hereof have been executed by all the parties hereto. Counterparts may be executed either in original or electronic form and the parties adopt any signatures received in electronic form as original signatures of the parties. General 40.The City shall have the right to enter the Lands at any time for any reason. 41.The Restaurant agrees to ensure activities are limited to the typical operation of a commercial temporary outdoor patio and will not inhibit in any way the safety and enjoyment of the public or its use of the adjacent public owned lands. 42.The Restaurant shall not alter, add to or vary in any way any part of the Lands without the prior approval of the City. 43.This Licence shall not be assignable by the Restaurant without the consent of the City, which consent may be arbitrarily refused. 44.This Licence shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. 45.Schedules “A” and “B” attached to this Licence form part of this Licence. The recitals at the head of this Licence are true and accurate and form a part hereof. 46.No amendment to this Licence shall be effective unless it is in writing and signed by both parties. 47.The failure of any party to exercise any right, power or option or to enforce any remedy or to insist upon the strict compliance with the terms, conditions and covenants under this Licence shall not constitute a waiver of the terms, conditions and covenants herein with respect to that or any other or subsequent breach thereof nor a waiver by that party any time thereafter to require strict compliance with all terms, conditions and covenants hereof, including the terms, conditions and covenants with respect to which the party has failed to exercise such right, power or option. Nothing shall be construed or have the effect of a waiver except an instrument - 462 - 8 in writing signed by a duly authorized officer of the applicable party which expressly waives a right, power or option under this Licence. 48.The headings in this Licence have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope of meaning of this Licence nor any of the provisions hereof. 49.The Restaurant shall not have the right to register this Licence or notice thereof against title to the Lands or any part thereof. In Witness Whereof the City and the Restaurant have executed this Licence as of the date first written above. Open Studio Art Café Inc. _________________________________ Name: Title: _____________________________________ Name: Title: I/We have authority to bind the Corporation. The Corporation of the City of Pickering Dave Ryan, Mayor Susan Cassel, City Clerk - 463 - 9 Schedule “A” Location Map of the Lands Location of temporary patio on City of Pickering lands, known legally as: Liverpool Road, south of Annland Street being the Road Allowance between Lots 22 and 23, Range 3, Concession Broken Front, Pickering Temporary Patio Location – Open Studio Art Café Municipal boulevard in front of 617 Liverpool Road, Pickering - 464 - 10 Schedule “B” Plans and Specifications of the Temporary Patio Proposed plans and specifications for the temporary patio are subject to inspection by the City and must comply at all times with current Health & Safety regulations as may be issued by the Province of Ontario's COVID-19 response framework or Region of Durham Health Department. Regardless of the configuration of the patio tables, a combined maximum of 10 seats is permitted for the total interior and exterior occupancy of the Open Studio Art Café. Not to scale - 465 - Attachment #1 to Report PLN 25-22 Location Map File: Temporary Patio for Open Studio Art Café Applicant: Open Studio Art Café Property Description: Liverpool Road, south of Annland Street being the Road Allowance between Lots 22 and 23, Range 3, Concession Broken Front, Pickering (617 Liverpool Road) Date: May 12, 2022 - 466 - Memo To: Susan Cassel May 13, 2022 City Clerk From: Catherine Rose Chief Planner Copy: Manager, Development Review & Urban Design Planner II Subject: Amending By-law for Zoning By-law Amendment Application A 06/21 Unique AT Holding Corporation Part of Lot 21, Concession 1, Now Parts 5, 10, 13, 19, 24, 27 to 30, 38, 41, 43 40R-31180 Amending By-law 7936/22 Statutory Public Meeting Date September 13, 2021 Planning & Development Committee Date May 2, 2022 Purpose and Effect of By-law To permit a high-density, mixed-use development consisting of 2 residential towers having heights of 46 and 54 storeys, with a total of approximately 1,067 residential units, on the north side of future Celebration Drive. Council Meeting Date May 24, 2022 Note On May 2, 2022, the Planning & Development Committee endorsed staff’s recommendation that the draft Zoning By-law Amendment, as set out in Appendix I to Report PLN 24-22, be finalized and forwarded to Council for enactment. The by-law has been revised slightly to permit a maximum of 10 surface parking spaces in the front yard, rather than to permit 35 percent of the total surface parking spaces in the front yard. This revision will provide greater clarity when reviewing plans for zoning compliance. Original Signed By Catherine Rose IL:ld J:\Documents\Development\D-3300\2021\A 06-21 - Unique AT Holding Corp (UC 4 & 5)\12. By-law Attachments By-law Text Schedules I & II - 467 - The Corporation of the City of Pickering By-law No. 7936/22 Being a By-law to amend Zoning By-law 7553/17, as amended, to implement the Official Plan of the City of Pickering, Region of Durham, Part of Lot 21, Concession 1, Now Parts 5, 10, 13, 19, 24, 27 to 30, 38, 41, 43 40R-31180, in the City of Pickering (A 06/21) Whereas the Council of The Corporation of the City of Pickering deems it desirable to permit a high-density, mixed-use development on lands being Part of Lot 21, Concession 1, Now Parts 5, 10, 13, 19, 24, 27 to 30, 38, 41, 43 40R-31180, City of Pickering; And whereas an amendment to By-law 7553/17, as amended, is therefore deemed necessary; Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: 1.Schedule 2, Land Use Categories, of Zoning By-law 7553/17, as amended, is further amended by rezoning the lands depicted on Schedule I to this By-law from City Centre Two (CC2) to Open Space (OS). 2.Section 6, Exceptions, and Schedule 7 of Zoning By-law 7553/17, as amended, is further amended by adding a new Exception E17 as follows: 6.17.1 Zone Provisions The following regulations apply: a) Notwithstanding Section 4.2 b) ii) and Schedule 5, related to Maximum Building Height, the height of a building or structure wholly located within the area identified by the dashed lines as shown on Figure 6.17.2 (a) is specified by the number following the HT symbol as shown on Figure 6.17.2 (a). b) Notwithstanding Section 3.1, Table 1, related to Parking Space Requirements, the minimum parking ratio shall be 0.65 parking spaces per apartment dwelling unit for residents, and 0.15 parking spaces per apartment dwelling unit for visitors. c) Notwithstanding Section 2.19, related to Natural Heritage System Zone Setback, the minimum 4.0 metre setback between an aisle located above established grade and a Natural Heritage System Zone boundary shall not apply. d) Notwithstanding Section 3.7 a), related to Surface Parking Spaces, a maximum of ten surface parking spaces may be located in the front yard of buildings. e) Notwithstanding Section 3.7 b), related to Surface Parking Spaces, a minimum 2.5 metre wide landscaped area shall be required and permanently maintained between the street line of future Celebration Drive and the parking spaces or aisles. - 468 - By-law No. 7936/22 Page 2 f) Notwithstanding Section 4.2 j) i) and ii) related to Minimum Main Wall Stepback for Buildings greater than 37.5 metres and buildings equal to and greater than 73.5 metres, the minimum main wall stepback shall not apply. g) Notwithstanding Section 4.2 k) i) related to Balcony Requirements, the minimum area of a balcony is 4 square metres. h) Notwithstanding Section 3.8 c) related to Parking Structures, stairs and air vents associated with a parking structure are permitted in a front yard. i) Notwithstanding Section 4.2 f) ii) related to Podium Requirements for Buildings greater than 37.5 metres, structures on the podium for noise attenuation purposes may exceed the maximum podium height of 20.0 metres. j) Notwithstanding Section 4.2 d) ii) and iv) related to Building Setback from Street Line, the maximum building setback shall be 13.0 metres from future Celebration Drive. k) Notwithstanding Section 2.4 a) related to Permitted Encroachments, projections such as awnings, canopies and other similar architectural features may project a maximum of 2.0 metres into the required front yard setback. 6.17.2 Special Site Figures Figure 6.17.2 (a) 3.Schedule 7, Exceptions, of Zoning By-law 7553/17, as amended, is further amended by adding an E17 notation as depicted on Schedule II to this By-law. 4.That By-law 7553/17, as amended, is hereby further amended only to the extent necessary to give effect to the provisions of this By-law. Definitions and subject matters not specifically dealt with in this By-law shall be governed by relevant provisions of By-law 7553/17, as amended. - 469 - By-law No. 7936/22 Page 3 5.That this By-law shall come into force in accordance with the provisions of the Planning Act. By-law passed this 24th day of May, 2022. ___________________________________ David Ryan, Mayor ___________________________________ Susan Cassel, City Clerk - 470 - Clerk Mayor N Schedule I to By-Law 7936/22 Passed This 24th Day of May 2022 CC2 Alliance Road Highway 401 Future Celebration Drive Sa n d y B e a c h R o a d From CC2 to OS - 471 - Clerk Mayor N Schedule II to By-Law 7936/22 Passed This 24th Day of May 2022 E17 Alliance Road Highway 401 Future Celebration Drive Sa n d y B e a c h R o a d E10 E10 - 472 - Memo To: Susan Cassel May 13, 2022 City Clerk From: Catherine Rose Chief Planner Copy: Manager, Development Review & Urban Design Planner II Subject: Amending By-law for Zoning By-law Amendment Application A 04/19 R. Taghipour (1964 Royal Road) Amending By-law 7937/22 for Zoning By-law Amendment Application A 04/19 Statutory Public Meeting Date June 15, 2020 Planning & Development Committee Date March 7, 2022 Subject Lands Located on the west side of Royal Road, north of Kingston Road, municipally known as 1964 Royal Road (see Location Map) Purpose and Effect of By-law 7937/22 To rezone the subject lands from an "R3” - Detached Dwelling - Third Density Residential Zone to an “R3/SD” dual residential zone category to permit a semi-detached dwelling and a detached dwelling with appropriate zoning provisions fronting Royal Road. Council Meeting Date for By-law May 24, 2022 Notes: The Recommendation Report was brought forward to the Planning & Development Committee on March 7, 2022. No further revisions to the By-law are required. Original Signed By Catherine Rose FC:ld \\Fs\planning\Documents\Development\D-3300 Zoning By-law Amendments (A Applications)\2011-2019\2019\A 04-19\Memos\By-law Chart Memo to Clerks.docx Attachments Location Map By-law (Text & Schedules) - 473 - De nm ar Road Kingsto n R o a d Finch Avenue Br o c k R o a d Ro y a l R o a d Gu i l d R o a d Jay wi n Cir c l e Alwin C i r c l e Diana Princess Of Wales Park Denmar Park Brockridge Community Park 1:4,000 SCALE: © The Corporation of the City of Pickering Produced (in part) under license from: © Queens Printer, Ontario Ministry of Natural Resources. All rights reserved.;© Her Majesty the Queen in Right of Canada, Department of Natural Resources. All rights reserved.; © Teranet Enterprises Inc. and its suppliers all rights reserved.; © Municipal Property Assessment Corporation and its suppliers all rights reserved.; City Development Department File:Applicant:Property Description: THIS IS NOT A PLAN OF SURVEY. Date: Mar. 09, 2020 ¯ E SubjectProperty Hydro Corridor L:\PLANNING\01-MapFiles\A\2019\A 04-19 - R. Taghipour\A04-19_LocationMap.mxd Location Map A 04/19 R. Taghipour Lot 5, Plan 316 (1964 Royal Road) Hydro Corridor - 474 - The Corporation of the City of Pickering By-law No. 7937/22 Being a By-law to amend Restricted Area (Zoning) By-law 3036, as amended, to implement the Official Plan of the City of Pickering, Region of Durham, in Lot 5, Plan 316, in the City of Pickering. (A 04/19) Whereas the Council of The Corporation of the City of Pickering received an application to rezone the subject lands being Lot 5, Plan 316 in the City of Pickering to permit two semi- detached dwellings; And whereas an amendment to By-law 3036, as amended, is therefore deemed necessary; Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: 1.Schedules I and II Schedules I and II attached hereto with notations and references shown thereon is hereby declared to be part of this By-law. 2.Area Restricted The provisions of this By-law shall apply to those lands in Lot 5, Plan 316, in the City of Pickering, designated “R3/SD” on Schedule I attached hereto. 3.General Provisions No building, structure, land or part thereof shall hereafter be used, occupied, erected, moved or structurally altered except in conformity with the provisions of this By-law. 4.Definitions In this By-law, (1)“Bay, Bow, Box Window” shall mean a window that protrudes from the main wall, usually bowed, canted, polygonal, segmental, semicircular or square sided with window on front face in plan; one or more storeys in height, which may or may not include a foundation; may or may not include a window seat; and may include a door. (2)“Dwelling, Semi Detached or Semi-Detached Dwelling” shall mean one of a pair of single dwellings, such as dwellings being attached together horizontally in whole or in part above grade, below grade, or both above and below grade. (3)“Height, Building” shall mean the vertical distance between the established grade, at the front of the house, and in the case of a flat roof, the highest point of the roof surface or parapet wall, or in the case of a mansard roof the deck line, or in the case of a gabled, hip or gambrel roof, the mean height between eaves and ridge. - 475 - By-law No. 7937/22 Page 2 (4)(a) “Lot” shall mean an area of land fronting on a street which is used or intended to be used as the site of a building, or group of buildings, as the case may be, together with any accessory buildings or structures, or a public park or open space area, regardless of whether or not such lot constitutes the whole of a lot or block on a registered plan of subdivision. (b)“Lot Frontage” shall mean the width of a lot between the side lot lines measured along a line parallel to and 7.5 metres distant from the front lot line. (5)“Private Garage” shall mean an enclosed or partially enclosed structure for the storage of one or more vehicles, in which structure no business or service is conducted for profit or otherwise. (6)(a) “Yard” shall mean an area of land which is appurtenant to and located on the same lot as a building or structure and is open, uncovered, and unoccupied above ground except for such accessory buildings, structures, or other uses as are specifically permitted thereon. (b)“Front Yard” shall mean a yard extending across the full width of a lot between the front lot line of the lot and the nearest wall of the nearest main building or structure on the lot. (c)“Front Yard Depth” shall mean the shortest horizontal dimension of a front yard of a lot between the front lot line and the nearest wall of the nearest main building or structure on the lot. (d)“Rear Yard” shall mean a yard extending across the full width of a lot between the rear lot line of the lot, or where there is no rear lot line, the junction point of the side lot lines, and the nearest wall of the nearest main building or structure on the lot. (e)“Rear Yard Depth” shall mean the shortest horizontal dimension of a rear yard of a lot between the rear lot line of the lot, or where there is no rear lot line, the junction point of the side lot lines, and the nearest wall of the nearest main building or structure on the lot. (f)“Side Yard” shall mean a yard of a lot extending from the front yard to the rear yard, and from the side lot line to the nearest wall of the nearest main building or structure on the lot. (g)“Side Yard Width” shall mean the shortest horizontal dimension of a side yard of a lot between the side lot line and the nearest wall of the nearest main building or structure on the lot. - 476 - By-law No. 7937/22 Page 3 5.Provisions (a)Uses Permitted (“R3/SD” Zone) No person shall within the lands designated “R3/SD” on Schedule I attached hereto, use any lot or erect, alter, or use any building or structure for any purpose except the following: (i)detached dwellings subject to the provisions of By-law 3036, as amended, except that the Maximum Building Height shall be 10.0 metres; (ii)semi-detached dwellings (b)Zone Requirements for semi-detached dwellings: (i) Lot Area (minimum) 350 square metres (ii) Lot Frontage (minimum) 7.5 metres (iii) Front Yard Depth (minimum) 7.5 metres (iv) Side Yard Depth (minimum) (i)1.2 metres except where dwellings on abutting lots share a common wall, no interior side yard shall be required adjacent to that wall on either lot (ii)1.8 metres to the north lot line for a lot in the diagonally hatched area as shown on Schedule II (v) Rear Yard Depth (minimum) 7.5 metres (vi) Lot Coverage (maximum) 36 percent (vii) Building Height (maximum) 10 metres (viii) Parking Requirements (minimum) 2 parking spaces per dwelling unit (ix) Garage Requirements Minimum one private garage per lot attached to the main building, the vehicular entrance of which shall be located not less than 6.0 metres from the front lot line. - 477 - By-law No. 7937/22 Page 4 (x) Interior Garage Size (minimum) A private garage shall have a minimum width of 3.0 metres and a minimum depth of 6.0 metres provided, however, the width may include one interior step and the depth may include two interior steps 6.Special Regulations The following special provisions shall apply to lands zoned “R3/SD” on Schedule I: (a)Obstruction of Yards (maximum): (i)uncovered and covered unenclosed porches and associated stairs not exceeding 1.5 metres in height above established grade may encroach a maximum of 2.0 metres into the minimum required front or flankage yard; (ii)uncovered balconies, decks and associated stairs, not exceeding 1.5 metres in height above grade may encroach a maximum of 3.0 metres into the required rear yard, provided they are setback 0.6 metres from a side lot line; (iii)balconies located above the first floor projecting or inset in the rear are prohibited; (iv)bay, box or bow window, with or without foundation, having a width of up to 4.0 metres may encroach a maximum of 0.6 metres into any required yard or half the required side yard, whichever is less; and (v)window sills, chimney breasts, fireplaces, belt courses, cornices, pilasters, eaves, eaves troughs, and other similar architectural features are permitted to project a maximum of 0.6 metres into any required yard and are required to be setback 0.6 metres from a side lot line. 7.By-law 3036 By-law 3036, as amended, is hereby further amended only to the extent necessary to give effect to the provisions of this By-law as it applies to the area set out in Schedules I and II attached hereto. Definitions and subject matters not specifically dealt with in this By-law shall be governed by relevant provisions of By-law 3036, as amended. - 478 - By-law No. 7937/22 Page 5 8.Effective Date This By-law shall come into force in accordance with the provisions of the Planning Act. By-law passed this 24th day of May, 2022. ___________________________________ David Ryan, Mayor ___________________________________ Susan Cassel, City Clerk - 479 - Kingsto n R o a d G u i l d R o a d Ro y a l R o a d D e n m a r R o a d Clerk Mayor N Schedule I to By-Law 7937/22 Passed This 24th Day of May 2022 R3/SD 45.7m 45.7m 15 . 5 m 15 . 5 m - 480 - Ro y a l R o a d G u i l d R o a d Kingsto n R o a d Clerk Mayor N 45.7m 45.7m 7. 7 5 m 7. 7 5 m Schedule II to By-Law Passed This 24th Day of May 2022 7937/22 - 481 - Memo To: Mayor Ryan May 24, 2022 Members of Council From: Jennifer Eddy Director, Human Resources Copy: Chief Administrative Officer City Clerk Subject: Appointment By-law – Deputy Fire Chief File: A-1440-001-22 Attached, please find a draft By-law to appoint Nigel Robinson effective May 30, 2022, as Deputy Fire Chief to act in place of the Fire Chief should he be unable to perform the duties of the Fire Chief or is absent from the workplace. Please note that this By-law also repeals the existing By- law 7758/20 appointing Stephen Boyd as Deputy Fire Chief. Acting assignments will continue to be awarded in accordance with operational needs and where practicable on a rotating basis between the two Deputy Fire Chiefs. This B y-law provides the Acting Fire Chief with all the associated authorities of the Fire Chief. This draft By-law is representative of our current practice and complies with the Ontario Fire Protection and Prevention Act, 1997. It is attached for consideration of City Council at their May 24, 2022 meeting. Thank you. JE:lb Attachment: Draft By-law No. 7938/22 - 482 - The Corporation of the City of Pickering By-law No. 7938/22 Being a by-law to appoint a Deputy Fire Chief of The Corporation of the City of Pickering Whereas Section 6 (1) of the Fire Protection and Prevention Act, 1997, S.O. 1997, Chapter 4, as amended provides that if a fire department is established for the whole or a part of a municipality, the Council of the municipality shall appoint a fire chief for the fire department; And Whereas The Corporation of the City of Pickering has enacted By-law 7929/22 appointing Stephen Boyd as Fire Chief; And Whereas Section 6 (6) of the Fire Protection and Prevention Act, 1997, S.O. 1997, c.4, as amended provides that a fire chief may delegate his or her powers or duties under sections 14, 19 and 20 and such other powers and duties as may be prescribed to any firefighter or class of firefighters, subject to such limitations, restrictions or conditions as may be prescribed or set out in the delegation; Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: 1.That Nigel Robinson is hereby appointed Deputy Fire Chief of The Corporation of the City of Pickering to carry out any and all duties of the Fire Chief in their absence and such appointment shall take effect on May 30, 2022; and, 2.That Bylaw 7758/20, being a By-law to appoint Stephen Boyd as Deputy Fire Chief, is hereby repealed effective May 30, 2022. By-law passed this 24th day of May, 2022. ________________________________ Dave Ryan, Mayor ________________________________ Susan Cassel, City Clerk - 483 - Memo To: Susan Cassel City Clerk May 18, 2022 From: Paul Bigioni Director, Corporate Services & City Solicitor Copy: Director, City Development & CBO (Acting) Division Head, Water Resources & Development Services Subject: Request for Road Naming By-law -Block 3, Plan 40M-2692 (Finch Avenue) File: Roadded.604 When Plan 40M-2692 was registered, the road widening block (Block 3) was dedicated to the City of Pickering as public highway. The said block was not named in the registered plan. It is recommended that Council enact the attached draft by-law naming Block 3, Plan 40M-2692 Finch Avenue. Attached is a location map and the draft by-law for the consideration of City Council at is meeting scheduled for May 24, 2022. PB:ca Attachments: Location Map Draft By-law 7939/22 - 484 - Finch Avenue Al t o n a R o a d Shadow Place 1:2,000 SCALE: © The Corporation of the City of Pickering Produced (in part) under license from: © Queens Printer, Ontario Ministry of Natural Resources. All rights reserved.;© Her Majesty the Queen in Right of Canada, Department of Natural Resources. All rights reserved.; © Teranet Enterprises Inc. and its suppliers all rights reserved.; © Municipal Property Assessment Corporation and its suppliers all rights reserved.; PN-6 City Development Department Location Map File:Applicant: Property Description:ROADDED 604 City of Pickering Block 3, 40M2692 THIS IS NOT A PLAN OF SURVEY. Date: Mar. 16, 2021 E BLOCK 340M2692 - 485 - The Corporation of the City of Pickering By-law No. 7939/22 Being a by-law to name Block 3, Plan 40M-2692 Whereas The Corporation of the City of Pickering is the owner of Block 3, Plan 40M-2692; and, Whereas pursuant to the Municipal Act, the Council of a local municipality may pass by-laws for giving names of highways. Now therefore the Council of The Corporation of the City of Pickering hereby enacts as follows: 1.Block 3, Plan 40M-2692 is hereby named “Finch Avenue”. By-law passed this 24th day of May, 2022. ________________________________ David Ryan, Mayor ________________________________ Susan Cassel, City Clerk - 486 -