HomeMy WebLinkAboutLEG 06-14 City of Report to
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Council
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PICKERING Report Number: LEG 06-14
Date: July 14, 2014
From: Paul Bigioni
Director, Corporate Services & City Solicitor
Subject: Proposed Sale of Lands in the Duffin Heights Neighbourhood to
Stonepay 7603860 Canada Incorporated
- File: L-4600-003-12
Recommendation:
1. That the Agreement of Purchase and Sale between The Corporation of the City of
Pickering as Vendor and Stonepay 7603860 Canada Incorporated as Purchaser,
included as Attachment 1 hereto, be approved;
2. That the Mayor and City Clerk be authorized to execute the said Agreement of
Purchase and Sale subject to minor revisions acceptable to the Chief
Administrative Officer and the Director, Corporate Services & City Solicitor; and
3. That the appropriate City of Pickering officials be authorized to take the necessary
action to give effect hereto.
Executive Summary: Stonepay 7603860 Canada Incorporated ("Stonepay") has
offered to purchase approximately 12.5 ha of land owned by the City within the Duffin
Heights Neighbourhood. Stonepay's offer is contained within the Agreement of
Purchase and Sale (the "Agreement") included as Attachment 1 to this Report. City staff
recommend that the City enter into the Agreement.
Financial Implications: The Agreement provides that Stonepay shall pay to the City
the purchase price of$20,246,195. The closing date set out in the Agreement is
September 30, 2014, and the purchase price must be paid to the City on that date.
Discussion: The City is the owner of approximately 12.5 ha of land (the
"Lands") suitable for medium density residential development within the Duffin Heights
Neighbourhood. Pursuant to Council's direction, City staff implemented a process
whereby the City entertained offers to purchase the Lands. For that purpose, an
Invitation to Submit Offer, together with detailed information concerning the Lands, was
published and posted on the City's website. Of the various offers received, City staff
recommend that Council approve the offer submitted by Stonepay. The purchase price
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Report LEG 06-14 July 14, 2014
Subject: Proposed Sale of Lands in the Duffin Heights Neighbourhood Page 2
set out in Stonepay's Agreement is $20,246,195. This price compares favourably to the
appraised value of the Lands. The closing date set out in Stonepay's Agreement is
September 30, 2014, and the Agreement provides that the full balance of the purchase
price will be paid to the City on the closing date. It is important to note that the
Agreement does not provide for vendor take back mortgage financing, so the full
amount of the purchase price must be paid to the City on closing.
The Agreement has been revised to include an Addendum containing additional
provisions which are important to the City. The Addendum is consistent with the
directions previously given by Council concerning the Lands. The Addendum now
provides that Stonepay will compensate the City on closing for servicing costs
associated with the Lands which the City has previously paid pursuant to the Duffin
Heights Developers Group Cost Sharing Agreement. The Addendum further provides
that Stonepay will take on all obligations associated with the Lands under the Cost
Sharing Agreement. In addition, the Addendum provides that existing leases of land
from the City in the Duffin Heights neighbourhood will be terminated to the extent that
the leased premises form a part of the Lands. The Addendum also provides that
Stonepay shall be permitted to undertake soil testing and to commence planning
applications prior to closing.
Staff recommend that the City enter into the Agreement.
Attachments:
1. Agreement of Purchase and Sale between Stonepay 7603860 Canada
Incorporated and The Corporation of the City of Pickering.
Prepa - • ndorsed By:
k
Paul Bigi. n
Director, orpor. e Services & City Solicitor
PB:ks
Recommended for the consideration
of Pickering Ci Council
Airoir 1 ZO14
Tony Prevedel, P.Eng.
Chief Administrative Officer
CORP0227-07/01 revised
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4TTACHMENT# / TO REPORT# dLj 0 o it(
.of.,
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Agreement of Purchase and Sale
This Agreement made this 6TH day of JUNE , 2014..
Between;
The Corporation of the City of Pickering
hereinafter called the'Vendor
and
Stonepay 7603860 Canada Incorporated
hereinafter called the"Purchaser
Article 1
Interpretation •
1.1 Definitions. In. this Agreement,unless the context otherwise requires, the
terms in quotation marks which are set out below shall have the following
respective meanings:
(a) "Acceptance.Date rheans the date on which this Agreement of
Purchase and Sale is frilly executed by the Vendor and the Purchaser;
(b) "Agreement" or"This Agreement"means this Agreement between the
Vendor and the Purchaser and includes all schedules annexed hereto and
forming part hereof;
(c) "Authority" means any federal, provincial, regional, municipal or other
governmental authoritiif having jurisdiction and "Authorities" means any
two or more of any Authority; -
(d) -"Business Day"means any day other than a Saturday, Sunday or
statutory holiday in the Province of Ontario;
(e.) "City"means The Corporation of the City of Pickering;
(1) "Closing Date" means the date on which Closing occurs, which date shall
• be no later than September 30,2014 unless extended in accordance with
section.6.2 hereof and"Closing"means the completion of this Agreement
in accordance with its terms;
(g) "Deposit" mean that portion of the Purchase Price, payable by the
Purchaser to the Vendor in accordance with sections 23(a) and (b);
(h) "Primes shall mean the rate of interest charged by the Canadian Imperial
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Bank of Commerce for loans to its commercial customers in Toronto as at
the Closing Date;
(0 "Purchase Price" means the purchase price for the Real Property as
set out in section 2.2;
0) "Real Property" means the lands described on Schedule"A"attached
hereto;
(k) "Requisition Date' means the date that is 20 Business Days prior to
the Closing Date;
(I) "Utilities"shall-mean electricity, local gas, telecommunications services,
cable services and other utility services,
Headings.The division of this Agreement into separate Articles, Sections and
Schedules and the insertion of headings are for convenience of reference only -
and shall not affect the construction or interpretation of this Agreement
1.3: Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject-matter hereof and, except as
herein stated and in the instruments and documents to be executed and
delivered pursuant hereto:, contains all of the representations, wan-anties,and
agreements of the respective partied with respect to the subject matter hereof
There are no verbal representations,undertakings or agreements of any kind
between the parties except as set out herein. The Vendor's Invitation to Submit
Offer for the Real Property does not form a part of this Agreement
1.4 Severability. If any covenant, obligation or agreement of this Agreement, or
the application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement or the application of
such.covenant,obligation or agreement to persons or circ:umstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby. Each covenant, obligation and agreement of this Agreement shall be
separately valid and enforceable to the fullest extent permitted by law.
1.5 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the Province of OntariO and the applicable laws of
Canada.
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Article 2
Purchase and Sale
- 2.1 Purchase and Sale. The Purchaser hereby agrees to purchase from the
Vendor and the Vendor hereby agrees to sell to the Purchaser the Real
Property on the Closing Date on the terms and subject to the conditions herein
contained,for the Purchase Noe,subject to the adjustments as provided in this
Agreement
2.2 Purchase Price. The Purchase Price for the Real Property Shall be the sum of
TWENTY-MILLION TWO-HUNDRED FORTY-SIX THOUSAND ONE-HUNDRED NINETY-FIVE Dollars($20, 46,195.00 ) in lawful
money of Canada.
2.3 Payment of Purchase Price.The Purchase Price shall be payable to the Vendor
as follows:
The Purchase Price shall be payable by
(4 Certified cheque payable to the Vendor in the sum of
ONE-MILLION TWELVE-THOUSAND THREE-HUNDRED NINE 75/100 Dollars ($ 1.012.309.75 )in Lawful money of
Canada representing 5% of the Purchase Price, as a Deposit,the prior
receipt of which the Vendor hereby acknowledges; and
(b) certified cheque on the Closing Date payable to the Vendor,in the further
sum of NINETEEN-MILLION TWO-HUNDRED THIRTY-THREE THOUSAND EIGHT-HUNDRED EIGHTY-FNE 25/100 Dollars
$19,233,885.25 )in laWfill money of Canada representing the
balance of the. Purchase Price, subject to adjustments as provided herein:
The Deposit is delivered to the Vendor pending completion or other termination
Of this Agreement and shall be credited to the Purchase Price on Closing.The.
Deposit shall be held by the Vendor in a non-interest bearing account in the
event this Agreement is not completed due to the default of the Purchaser,the
. Deposit shall be retained by-the Vendor,as liquidated damages and not as a
penalty without prejudice to the Vendor's rights to any additional&alternative
reinedies available to it at law or pursuant to this Agreement
24 Adjustments,The Vendor and the Purchaser shall adjust as of midnight on the
day preceding the Closing Date on account of realty taxes; lithe final aril-bunt of
any item to be adjusted in accordance with this section cannot be determined
at Closing,then the initial adjustment for'such item made at Closing shall be'
estimated by the Vendor,acting reasonably. In each case,when such a cOst or
amount is actually determined,the Vendor and Purchaser agree to readjust the
amount of the Item forthwith.
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Article 3
Representations and Warranties
3.1 Warranties.The Purchaser hereby represents and warrants to the Vendor
that, as of the date hereof;
(a) the Purchaser is not a non-resident within the meaning of the Income Tax-
Act(Canada) or the Invest Trent Canada Ad(Canada);
(b). this Agreement and its obligations hereunder and the documents and
transactions contemplated herein have been duly and validly authorized by
all requisite proceedings on the Purchaser's part and constitute the
Purchaser's legal, valid, binding and enforceable obligations;
(c) the Purchaser will at Closing have the authority and ability to satisfy all
financial obligations of the Purchaser contemplated by this Agreement,
including hill payment of the balance of the Purchase Price, subject to the
adjustments, as provided iii Section 2.3;
(d) the Purchaser is now and at Closing,will be a body corporate existing in
good standing under the laws of the Province of Ontario with full corporate
power, authority and capacity to enter into this Agreement and carry out
the transactions c' nternptated hereby; and
(e) The Purchaser will at Closing have full and absolute right and power to
receive a transfer of the Real Property and to enter into any agreements
contemplated by this Agreement.
The Purchaser acknowledges that the Vendor has entered into this Agreement in full
reliance on the truth and'accuracy of all the Purchaser's warranties and
representations expressed herein.
32 Limitation;Pro perty Sold "As is, Where is".. The Purchaser shall purchase
the Real Property as it exists,without representation, warranty or condition on
the part of the Vendor with respect to fitness, developability,planning approvals,
the timing or cost of development, condition,zoning, environmental state, soil
conditions or physical condition,whether express or implied. The Purchaser
acknowledges that it has relied entirely upon its own inspections and
investigations with respect to the quantity, quality,planning status,developability,
timing and cost of development,environmental l state and value of the Real
Properly.Without limiting the generality of the foregoing,the Purchaser
acknowledges that the Vendor accepts no liability whatsoever for the findings,
accuracy or other matters contained in the Vendor's Invitation to Submit Offer,
any Addenda thereto., or any documents contained or referred to therein or in
any reports,plans, memoranda or other documents provided by the Vendor.
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Article 4
Purchaser=s Covenants
4.1 Harmonized Sales Tax.The Purchaser agrees that it will be as at the Closing
Date a registrant for Harmonized Sales Tax(H.S.T.)under the Excise Tax Act,
R.S.C. 1985,c. E-15 as amended, and will provide evidence of same in form and
substance reasonably satisfactory to the Vendor and its solicitors at the Closing
Date,including without limitation,a statutory declaration sworn by a senior officer
of the Purchaser confirming the Purchaser's H.S.T. registration number and that
such registration continues:to be in full force arid effect and an indemnity to.the
Vendor for any F .S.T.(and related penalties,costs, interest, or other amounts)
claimed from the Vendor in the event the Purchaser does not pay the H.S.T.
payable by it in respect of this transaction. In tie event that the Purchaser
shalt-fail to deliver such evidence arid such indemnity to the Vendor,then the
Purchaser shall pay to the Vendor, in addition to the Purchase Price herein, in
accordance with the Purchaser's obligation to pay and the Vendor's obligation to
collect H..S.T. under the said Act, an amount equal to thirteen (13%) per cent of
the Purchase Price or such other amount as is required pursuant to the said Act •
on the Closing Date. All sums required to be paid by the Purchaser as set out in
this Agreement shall be exclusive of H.S.T. and Purchaser shall pay all such sums
together With applicable H.S.T.
4.2 Assignment The Purchaser agrees that it shall not assign this Agreement in.
whole or in part or otherwise grant any of its rights hereunder to any person,firm
or corporation without the prior written approval of the Vendor, which approval
the Vendor may arbitrarily withhold. \Mthout limiting the Vendor's discretion in
granting its approval, in the event of any such approved assignment,the
Purchasershall continue to remain liable hereunder and the assignee shall be
bound by all of the terms and conditions contained herein.
Article 5
Title Review
5.1 Title Review;The Vendor shall not be bound to produce any abstract of title,
title deeds, survey or other evidence of title, other than as may be in the
possession of the Vendor.The Purchaser is to be allowed until the Requisition
Date to examine the title at its own expense. If within that time any valid objection
to the title is made in writing to the Vendor which the Vendor is unable or unwilling
to remove, remedy or satisfy and which the Purchaser will not waive,this
Agreement shall, notwithstanding any intermediate acts or negotiations in respect
of such objections be null and void,and the Deposit shall be returned by the
Vendor without interest or deduction. Save as to any valid objection so made
within such time,the Purchaser shall be conclusively deemed to have accepted
the title of The Vendor to the Real Property..
5.2 Title.The title shall be good and free from all encumbrances, save for any
subdivision or development agreements, any easements for drainage,drainage
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structures,.hydro, gas,sewers,water,telephone or like services and rights of
entry, easements, covenants and licenses referred to in this Agreement or in any
Subdivision Agreement, Development Agreement,and/or Site Plan Agreement and
the permitted encumbrances set out in Schedule"B"attached hereto..
Article 6
Closing
6.1 Preparation of Documents..A transfer of the Real Property shalt be
prepared by the Vendor, provided, however, that any Reference Plan which.may
be required to create a registrable legal description of the Real Property shall be
prepared and deposited at the expense of the Purchaser. All registration .
charges, land transfer tax, provincial sales tax and harmonized sates taxes(if
.any) payable in connection With the sale of the Real Property-shall be paid by
the Purchaser:.The Vendor and Purchaser shall deliver, each to the other, an
undertaking to readjust all items on the Statement of Adjustments as necessary,
and a bring-down certificate,with respect to representations and warranties..
. 6.2 {.Closing.The Closing shall be held in the Land Registry Office.for the Land
. • Titles Division of Durham(No.40), or if available, by electronic registration,.on
the Olosing.Date.The Vendor shall have the sole right and option from time to
time to extend-the Ciosirtg_Date.for_a.period_or.periods up_to an aggregate-of -
ninety(90)days on giving ten (10) Business Days' notice to the Purchaser.
Article 7
Remedies
7.1 In the event of the Purchaser's default, the Vendor may, in its sole and absolute
discretion,by notice in writing given to the Purchaser,terminate this Agreement.
The Vendor's right.to terminate is in addition to and not in substitution for any
Other rights or remedies available to the Vendor at law or equity.
7.2 Indemnity.and Insurance The Purchaser shall indemnify and save harmless
the Vendorfrorn and against all claims,deni.ands, proceedings, actions, •
damages,costs and expenses which may be made or brought against the •
Vendor or which the Vendor'may sustain, incur or be put to either directly or
indirectly by reason of any breach of this Agreement,the performance or non-
performance of any other work on or in respect of the Real Property by the
Purchaser or any person for whom the Purchaser is responsible at law. The
\ledor shall not be liable in respect of any claim, demand, action or
proceeding which_may be made or brought against the Purchaser by any
•
subsequent purchaser or owner of the Real Property; and the Purchaser shall
• indemnify and save harmless the Vendor in respect thereof.
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The Vendor shall,not be liable to any real estate agent or brokerage for any
commission or fees, and the Purchaser shall indemnify and save harmless the
Vendor in respect thereof.
7.3 No Waiver. ko omission by the Vendor or Purchaser to enforce the strict
performance of their respective rights under this Agreement shall operate as a
waiver of any such rights, and no waiver by the Vendor or Purchaser of the
performance by the other of any covenant or provision of this.Agreement shall,
of itself, constitute a waiver of any subsequent breach of such covenant or
provision or any other covenant or provision.
Article 8
General
8.1 Notice..My notice given hereunder shall be in writing and may be
• personally delivered, transmitted by facsimile or mailed, provided at the time of
mailing there is no postal interruption, and it shall be conclusively deemed to
have been delivered immediately upon delivery, or if transmitted by facsimile,
upon transmission or if mailed, on the fourth(4th) Business Day after the date on
which such notice shall have been posted by prepaid registered mad to the
recipients address, Notice Shall be sent as follows or to such other address of
which either party may advise the other in accordance with the foregoing:
To The Vendor. The' pon of the City of Pickering
One The Esplanade
Pickering ON L1V 61(7
• Attention: Paul Bigioni
Director, Corporate Services&City Solicitor
Fax No.-. 905.420.9685
TO The Purchaser. 7603860 Canada Incorporated
2 Bloor Street West, Suite#700
Toronto ON M4W 3R1
Attention: Sal Stone, Regional Coordinator
Fax No.: 514_624.1401
82 Planning Act.This Agreement shall be effective to create an interest in
land only if the provisions of Section 50 of the Planning Act, R.S.O. 1990) c.P-1
3, as amended from time to time,are complied with by the Vendor on or before
completion.
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8.3 Tender. The parties waive personal tender and agree that tender shall be
validly and effectively made if the tendering party shall attend at the Registry
Office in which the title to the Real Property is recorded,at 3:00 p.m,on the
Closing Date and for the period of one-half hour is ready;willing and able to close.
Alternatively, tender may be validly and effectively made upon:the designated
solicitors for the party being tendered. Payment must be made upon the
designated solicitors for the party being tendered. Payment must be made or . •
tendered by certified cheque drawn on any Canadian Bank or trust company.
8,4 Gender/Context This Agreement and its acceptance are to be read with all
changes of gender or number required by the context
8.5 interpretation.The words"herein',"hereto", "hereunder,"heretofore",
'herewith', and similar expressions,refer to this Agreement and not to any clause,
sectlen or portion thereof, unless the context or subject matter otherwise so
requires. -
8.6. Binding Agreement.This Agreement when duly executed by the parties hereto
shall constitute a binding contract of purchase and sale and time shall in all
respects be of the essence.
8.7 No Merger. The provisions and covenants of this Agreement shall not merge
on the closing of this transaction, nor shall the delivery of transfers or deeds
be deemed to satisfy any covenants, agreements,terms or conditions
contained in this Agreement.
8.8 -Successors. Except as herein expressly provided,this Agreement shall extend
to, be binding upon and enure to the benefit of the successors and permitted
assigns of the parties hereto.
8.9 irrevocable.This Agreement has been executed by the Purchaser prior to
execution by the Vendor and until executed by the Vendor,this Agreement shall
constitute an irrevocable offer to purchase by the Purchaser to the Vendor until
4:30 pm ors.June 30,2014,. after which time, if not executed and delivered by
the Vendor such offer shall be null and void.
8.10 Confidentiality. The Purchaser, for itself, its directors, officers,
employees, engineers, surveyors, consultants and other advisers,
representatives and agents(collectively, "Representatives'), agree that they shall
not, except as required by law, disclose to anyone or use for any purpose other
than the acquisition and financing of the Real Property any information
concerning the Real Property, whether such information was disclosed by the
Vendor or obtained by the Purchaser or its Representatives through their own
investigations and inquiries.The Purchaser shall reveal such information only
to such Representatives (and not to any other persons)who need to know the
same for the purpose of the acquisition and financing of the Real Property and
who are informed of and instructed to comply with the provisions of this Section
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8.10. if this Agreement is terminated for any reason whatsoever, and as a
precondition to any return of the Deposit, the Purchaser shall deliver forthwith
and cause all of its Representatives to deliver forthwith to the Vendor all
documents,records and reports and all other information or data relating to the Real
Property, including all copies thereof,which the Purchaser or Its Representatives
obtained from the Vendor or otherwise'obtained in the course of their own
investigations, and shall keep and cause its Representatives to keep in strict
confidence all such information and all discussions between the Vendor and
Purchaser with respect to the Real Property and the transaction contemplated by
this Agreement.The obligations of the Purchaser under this Section shall survive
Closing or any termination of this Agreement.
8.11 Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original and all of which when taken together
shall be deemed to constitute one and the same instrument. Counterparts may
be executed either in original,electronic Of or telecopied form and the parties to:
this Agreement shall adopt any signatures received by email or receiving;
telecopier machine as original signatures of the parties:
8.12 Amendments. No supplement, modification, amendment or waiver of this
Agreement shall be binding unless executed in writing by the partiesher'eto in
the same manner as the execution of this Agreement.
8.13 Time. Time shall be of the essence of this Agreement.
8.14 Schedules.The following schedules are attached hereto and form a part of
this Agreement
Schedule "A" Legal Description of the Real Property -
Schedule"B"— Permitted Encumbrances
Schedule"C"—Additional Provisions and Development Proposal[if any).
in Witnese Whereof the Parties Heretd Have Duly Executed This Agreement,Offered by
the Purchaser This 6TH Day Of JUNE , 2014.
Pet:
Name: Sal Stone
Title: Regional Coordinator
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Per:
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Name:
• Title:
• WWe have authority to bind the Corporation,
Accepted by the Vendor this day of , 2014. •
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The Corporation of the City of Pickering
David Ryan, Mayor
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Debbie Shields,City Clerk'
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10.
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Schedule "A"
Legal Description of the Real Property
See attached.
Firstly,
Part of Lot 19,Concession 3,Pickering,designated as Part 10, -
Plan 40R-25821,City of Pickering,being PIN 28383-0800 L T;
and
Secondly,
Part of Lots 19 and 20,Concession 3,Pickering,being part of
PIN 26383-0018 LT
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•
Schedule "B"
Permitted Encumbrances
(1) Reservations or exceptions of mines and minerals.
(2) Reservations or exceptions in the original grant from the Crown and all statutory'
exceptions, reservations, limitations,and conditions tO title provided for in the
Land Titles Act(Ontario).
(3) Liens for taxes, assessments or charges_not yet due.
(4) Easements, rights-of-way and/or licences now registered (or to be registered
hereafter)for the supply and installation of utility services, drainage,telephone
services,electricity,fencing,gas,catch basins storm and/or sanitary sewers,
water, cable television and/or any other service(s).
(8) Municipal or gover rin rental agreements and agreements with publicly regulated
utilities, including,without limitation, any development,site plan, subdivision,
engineering and/or other municipal agreement(or similar agreements entered
into with any governmental authorities) and amendment thereto now registered
(or to be registered hereafter) including,without limitation, any agreements
and/or document required as a condition of subdivision and/or site plan
approval.
(6) Utility Agreements.
(7) Duffin Heights Developers Group Cost Sharing Agreement,as amended from
time to time.
(8) Instrument Na CO94360,being a 13y4aw regarding subdivision control.
(9) instrument No. DR429851,being Airport Zoning Regulations, as amended from
time to time
(10) instrument No. D143061E, being a right-a-way.
(11) instrument No. D143990, being an easement for sewer Main purposes.
•
•
•
78
•
• Schedule "C"
Additional Provisions and Development Proposal [if anyl
See attached..
•
•
79
Draft Development Concept Plan
DUFFIN HEIGHTS LAKEVIEW
7603860 CANADA INCORPORATED
Duffin Heights Vacant Parcel, Pickering
June 2014
1
STONEPAY
;;: 2 Bloor Street West
Suite 700
Toronto, ON
M4W 3R1
SION EPAY
Prepared in conjunction with.GHD:
GHD WHITBY
110 Scotia Court Unit 41
Whitby Ontario
MO L1 N 8Y7
80
DUFFIN HEIGHTS LAKEVIEW - Draft Development Concept Plan
STONEPAY
1 EXECUTIVE SUMMARY
The purpose of this Draft Development Concept Plan is to offer accompanying information to the
Submission of an Agreement for the Purchase and Sale dated 2014-06-06, of a 12.5 hectare vacant land
located in the Duffin Heights Neighbourhood,Pickering,Ontario. It is a general outline of the planning
direction Stonepay(7603860 Canada Inc)intends to follow should the company succeed in acquiring the
vacant land.
Proposal
Stonepay(7603860 Canada Incorporated)is a Canadian real estate land developer and builder actively
engaged in the industry since 1972. Founded in Montreal,Canada,initially as a single-family
homebuilder, throughout the years the company has successfully completed many comprehensive
gated communities as well a wide variety of building product types.The company distinguishes itself by
extended-term commitments to the facilities management of its builds,significantly superseding the
industry norms.Among its long-standing clients,the company includes many multi-national
corporations including but not limited to many of the world's largest energy sector entities.Stonepay
has successfully completed many Canadian residential and expatriate communities throughout the
world at always the highest Canadian standards.The company has long standing relationships with
many local real estate professionals,including local builders,developers,and most notably with present
land owners within the Duffin Heights Neighbourhood. Committed to the City of Pickering,Stonepay is
enthusiastic of the growth of the city and is actively envisioning a shift of the company's regional office
to the City of Pickering.This would enable the company to further strengthen its ties with the
community while serving as an active employer in the City of Pickering. Since the start,Stonepay has
been and always will be committed to Health,Safety,Sustainability,and Environment.The company's
_portfolio of projects falls well within the scope of the proposed development of these lands. Most
significantly,Stonepay welcomes the opportunity to work with senior staff and city council for the
provision of the community.
Development Highlights
Named Duffin Heights Lakeview,the proposed development follows the following vision:
• To construct a wide range of uses centered on key residential areas supported by possibility of
• mixed-use areas and community supporting Open Space
• Creation of residential areas that aim to present full range of housing and ownership types,with
freehold and condominium,detached,multiple attached dwellings,stacked dwellings, laneway
townhomes,street townhomes,and allow for the opportunity of low-rise to higher-density
apartments
• Focus will be on developing area sustainably as a whole from early concept to long-term care
• Design driven by community notion of Live,Work, and Play all within one same area
• Cooperation anticipated with neighbouring parcels in hopes of achieving more holistic design
program
• Ensure efficient and timely phasing of future infrastructure through Two Phase approach:
Phase One via proposed extension of Tillings Road and a new proposed road running north-
south, and Phase Two via proposed extension of Valley Farm Road
2
81
DUFFIN HEIGHTS LAKEVIEW - Draft Development Concept Plan
STONEPAY
• Dialogue with senior staff and city council for increased types of land use as per Regional,
Municipal,and Community guidance, notably South of proposed Valley Farm Road extension
• Management and preservation emphasizing ecological features of site
• Tree preservation and augmentation throughout the process
• Efficient urban planning leading to higher density, particularly along the arterial roads
Key Design Elements
• Two local streets that terminate at Village Green,creating view corridor.and terminal vista for
each road.
• Enhanced exposure and access to Village Green with second proposed local street frontage
• Street grid layout allowing for multiple connections to larger internal roadways
• Internal local roads proposed as 17 meters wide with sidewalks on both sides of road
• All major roads consistent with road profiles identified in Duffin Heights Neighbourhood
Development Guidelines
• Maximizing connectivity of local street patterns and walkways encouraging community
interaction and sustainable commuting
• Gradual buildup of density along major roads serving as buffer between spaces
• Functional elements such as Stormwater Management Ponds given carefully integrated to serve
both as functional and visual focal points
-- • -Varying density and-massing-to allow-for-more-interesting-overall-final-community-in-which —
Open Spaces and buildup environments weave together as community fabric
• • Consideration to public transit and pedestrian transit
• Incorporate community into central mixed-use corridor of Brock road which will serve as
connective spine allowing for pedestrian minded City that is safe, lively and attractive for all •
31
82
DUFFIN HEIGHTS LAKEVIEW - Draft Development Concept Plan
STONEPAY
2 INTRODUCTION
As per the Invitation to Submit Offer of June 6th,2014,this accompanying•Draft Development Concept
Plan has been prepared in support of Stonepay's (7603860 Canada Inc)submission of Offer for the
Purchase and Sale of a vacant 12.5 hectare land situated within the Duffin Heights Neighborhood of the
City of Pickering.This Proposal is a key element to the Offer and within it is found distinguishing
elements of which Stonepay(7603860 Canada Inc)looks forward to working on with senior staff and city
council for the provisions of this community.
GHD Pty Ltd(GHD) has been retained by Stonepay(7603860 Canada Inc)to assist in the preparation of this
Draft Development Concept Plan as an essential element of the Offer.
The Draft Development Concept Site Plan for the lands prepared by GHD depicts how the property is
proposed to be developed. It illustrates general tentative unit-type distribution,Stormwater
Management Facilities,and green space network components, all:
• in conformity with the Durham Region Official Plan (DOP)
• in conformity with the City of Pickering Official Plan (POP);
• consistent with the vision,guidelines and design principles of the Duffin Heights Development
Guidelines (DHDG); and
• consistent with the other applicable Design Guidelines adopted by the City of Pickering
The subject lands are currently zoned "A"—Agricultural Zone by the City of Pickering Zoning By-Law.No
3037,and require an amendment to the zoning by-law to allow urban development of the property.This
said, it is the group's opinion that it may be highly beneficial to investigate official plan amendments
allowing for greater types of land use on the said lands that follow the expected growth of the City,
including but not limited to possible mixed land use opportunities.
Site Context Considerations
The site is within the Duffin Heights Neighbourhood;a mixed use and mixed density area which will be
developed with a full range of public realm, residential neighbourhoods,and mixed retail and
commercial uses.
Directly abutting the land is the Brock Road Mixed Use Corridor which is expected to include higher
density, mid-rise and mixed-use buildings of high architectural quality.
The proposed Valley Farm Road extension and the proposed Tilling Road extension will provide new
arterial road to the west and center of the land respectively providing access to a broad range of
complimentary transportation routes and land uses found throughout the community, including the
future Seaton Center Retail development.
These lands also have easy access to the existing and future employment areas on Brock Road and
within the city, including the planned Pickering International Airport.All of these will provide
employment centers and related commercial opportunities within very close proximity of these lands.
The site is currently vacant undeveloped land so there is no service by Durham Region Transit public
transit at the site itself. 112D Brock Valley Farm is available from Dersan St and Brock Road.Additional
DRT Pulse connections are available at Kingston Road as well as GO Train service via the GO Pickering
station at Bayly St which includes the recently completed South Parking Structure.
4j
83
DUFFIN HEIGHTS LAKEVIEW - Draft Development Concept Plan
STONEPAY
3 DEVELOPMENT PROPOSAL OVERVIEW
The vision for the Duffin Heights lands is to construct a wide range of uses centered on key residential
areas supported by possible mixed-use areas. Inspired by the many majestic vistas prevalent throughout
the site,the community has been tentatively named Duffin Heights Lakeview.
Along with community supporting Open Space,the residential areas of Duffin Heights Lakeview will
present a full range of housing and ownership types,with freehold and condominium,detached,
multiple attached dwellings,stacked dwellings, laneway townhomes,street townhomes,and the
opportunity for low-rise to higher-density apartments.A focus will be given on sustainably developing
the area as a whole,driven by the community notion of a Live,Work,and Play lifestyle all within the
same area.
Cooperation is anticipated with neighbouring parcels in the hopes of achieving a more holistic design
program.
Guided by a Two Phase approach,site access will be provided in a tentative First Phase via north-south
access by the proposed extension of Tillings Road and the implementation of a new tentatively road
running north-south. East-west access will be via the proposed extension of Valley Farm Road in a
tentative Second Phase, ultimately connecting Duffin Heights Lakeview to Brock Road.This plan would
ensure efficient and timely phasing of future infrastructure.
The tentative street grid layout allows for multiple connections to larger internal roadways, providing
two local streets that terminate at the Village Green,creating a view corridor and terminal vista for each
road.The Village Green will serve as.a community focal point within the development. In addition,
exposure to the Village Green is enhanced with a second proposed local street frontage..
Internal local roads are proposed as 17 meters wide with sidewalks on both sides of the road.This
element is vital to encouraging pedestrian commuting throughout the Duffin Heights Lakeview
community.
There is an idea of a gradual buildup of density along major roads serving as both a buffer and threshold
between the spaces. In addition,a sensibility to varying density and massing will be discussed to allow
for a more interesting overall sense of space in which Open Space and buildup environment flow
together throughout the area.
Functional elements such as Stormwater Management Ponds will be carefully integrated in order to
serve as both functional and visual focal points in the design language.There is an expectation to follow
through with this theme of form and function within the entire development.
•
84
y': DUFFIN HEIGHTS LAKEVIEW - Draft Development Concept Plan
STONEPAY
DUFFIN HEIGHTS
• I t ; �I
,._ DERSAN STREET
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. PROPOSED VALLEY FARM ROAD EXT:NS ON `-T'T"Y0F-1'E°ESL
OF T{3U?J
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4 DRAFT DEVELOPMENT CONCEPT PLAN DUFFIN HEIGHTS LAKEVIEW
(prepared by GHD)
85 •
DUFFIN HEIGHTS LAKEVIEW - Draft Development Concept Plan
STONEPAY
5 Background Information
•
Durham Region Official Plan
Within conformity to the Durham Regional Official Plan,notably sub-section BB Living Areas, Duffin
Heights Lakeview will incorporate a wide possible variety of housing types,sizes,and tenure.
Efficiency.of urban planning will lead to higher density, particularly along the arterial roads. In line with
the DOP and in consideration to the present Agricultural zoning of the site,it may prove interesting to
engage in a dialogue with the City of Pickering to address opportunities of aligning project with future
growth of the community, most notably in relation to the implementation of mixed-use development as
component of Official Plan Amendments.
Innovative design solutions including orientation and massing will seek to attenuate noise and optimize
orientation within the site context, particularly though careful density balancing through the site.
The proposed development will encourage the fundamental tenants of the DOP and promote cost-
effective development patterns that stimulate economic growth within the community.
City of Pickering Official Plan— Neighbourhood 15: Duffin Heights
Within conformity to the City of Pickering Official Plan,a broad mix of housing by form, location,size,
— and affordability is expected in the development: -- —"
All major roads, notably the proposed extension to Tillings Road and the proposed extension to Valley
Farm Road will be consistent with the road profiles identified in the Duffin Heights Neighbourhood
Development Guidelines.
Particular attention will be given to the architectural design of the entire lands.The architecture will be
unique to the area and will reference the rich history and vernacular of the city and region as well
promote the tremendous future potential of the city.
Analysis will further allow for the protection and appreciation of the natural heritage,features and
functions through management and preservation.An emphasis will be on the many Ecological features
of the site.Tree preservation will be carefully addressed throughout the development process and a
further commitment will ensure a green tone throughout the development.
As previously mentioned,the design of the Stormwater Management Facility will attempt to include
where feasible a creative integration into the development.
An attempt will be made to maximize the connectivity of local street patterns and walkways,further
encouraging community interaction and sustainable commuting throughout Duffin Heights Lakeview.
In line with the Duffin Heights Neighbourhood Guidelines,Duffin Heights Lakeview will be a unique
part of a lager network of communities within the city and thus the ultimate design goal will be to
attempt to interconnect with these other nodes.The close proximity to the central mixed-use corridor
of Brock road can serve as a linking spine that will allow for the further sustainable growth of a
pedestrian minded City that is safe, lively and attractive for all.
Ii
86
•
DUFFIN HEIGHTS LAKEVIEW - Draft Development Concept Plan
sraMErnY
6 PROPOSED CONSULTANT LIST
For the Duffin Heights Lakeview development Stonepay(7603860 Canada Inc) is committed to ensuring
that jobs stay local and that local talent is fostered to grow within the community; as such Stonepay
proposes to actively engage local firms throughout all stages of the project.A tentative short list of local
consultants follows:
• (i) Planning&Engineering Consultants—(GHD)
• (ii)Geotechnical/Soils Engineering-(Geologic)
• (iii)Tree Preservation—(Cosburn)
• (iv) Hydrogeologic-(as required)
• (v) Landscape Plans(Cosburn)
• (vi) Ontario Land Surveyor—(J.D. Barnes)
7 STONEPAY'S COMMITMENT TO PICKERING
As further commitment to both the City of Pickering and the Duffin Heights Community development
project,Stonepay(7603860 Canada Inc)is actively investigating the possible shifting of the majority of its
Southern Ontario operations to within the city limits of the municipality.This would enable the company
to further strengthen its ties with the community while serving as an active employer in the City of
Pickering.
al
87
Schedule"D"
Addendum to Agreement of Purchase and Sale (The "APS") Made Between The
Corporation of the City of Pickering ("Vendor") and Stonepay 7603860 Canada
Incorporated (the "Purchaser")
This Schedule"D" is an addendum to the APS and forms a part thereof.Any capitalized terms
used herein but not defined in this Addendum have the meaning ascribed thereto in the APS.
The APS shall be deemed to be amended as follows:
1. Subject to the APS, the Closing Date shall be September 30, 2014 or such other date as
agreed to in writing by the parties in writing or confirmed by electronic transmission from
both parties.
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2. For the purpose of clarification, Schedule"C"to the APS refers to the Purchaser's Draft
Development Concept Plan dated June, 2014, which Draft Development Concept Plan
forms a part of the APS.
3. The Vendor and the Purchaser acknowledge that the Vendor has paid for certain
servicing costs, as required pursuant to the Duffin Heights Developers Group Cost
Sharing Agreement (the "CSA"). The amount of servicing costs paid by the Vendor to
date (as confirmed by the Trustee under the CSA) and allocable to the Real Property, is
$101;66959.-The Vendor and the Purchaser agree that this amount shall be shown on —the Statement of Adjustments and credited to the Vendor on Closing. If, for any reason,
the Trustee under the CSA revises its calculation of the amount of servicing costs paid
by the Vendor to date, then the Vendor and the Purchaser undertake to readjust the
amount of the servicing costs forthwith. On Closing, the Vendor and the Purchaser shall
enter into an agreement whereby the Purchaser agrees to execute the CSA and any
subsequent amendments thereto as a Participating Owner and assumes all obligations
related to the Real Property under the CSA and the Vendor is (i) released from all
obligations arising under the CSA with respect to the Real Property from and after the
Closing Date, and (ii) indemnified by the Purchaser in respect of all such obligations.
4. The APS is conditional upon the approval of the Vendor's Council prior to July 31, 2014.
This condition has been included for the sole benefit of the Vendor. If this condition is not
fulfilled, then the APS shall be null and void notwithstanding any intermediate act or
negotiations, and neither the Vendor nor the Purchaser shall be liable to the other for any
loss, costs or damages, and the Deposit shall be returned forthwith to the Purchaser
without interest or deduction.
5. The Vendor represents to the Purchaser and the Purchaser acknowledges that portions
of the Real Property are subject to two short term leases (the"Leases")which Leases
can be terminated by the Vendor upon 60 days' notice to the tenants thereunder. The
Vendor covenants and agrees to terminate the Leases on or before the Closing Date and
deliver the Real Property in vacant possession and shall deliver an indemnity to the
Purchaser for any damages that the Purchaser may suffer resulting from the Leases. In
the event that the Vendor is unable to terminate the Leases and deliver vacant
possession of the Real Property on the Closing Date then the parties agree to extend the
Closing Date until the 5"'day following written confirmation by the Vendor that it has
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successfully terminated the Lease and is able to deliver vacant possession to the
Purchaser.
6. From and after the payment of the Deposit, the Purchaser, its agents, representatives
and/or employees shall be allowed to enter upon the whole or any part of the Real
Property, from time to time, without notice to the Vendor, to undertake surveys and such
tests (including all bore holes required to complete all environmental and soil tests) as the
Purchaser may, in its sole and unfettered discretion, require, including without limitation,
the completion of such undertakings or matters required by the Purchaser to advance its
rezoning or draft plan approval, provided that the Purchaser shall restore the Real
Property to its original condition at its sole cost and expense in the event the transaction
does not close and indemnifies and saves the Vendor harmless from any and all costs,
expenses, liabilities, losses, penalties and damages incurred by the Vendor by reason of
damage caused by the Purchaser or the Purchaser's failure to comply with the foregoing
obligations. Notwithstanding any provision herein to the contrary, this indemnity shall
survive termination of this Agreement. Purchaser shall deliver such insurance to the
Vendor as the Vendor shall reasonably require. Notwithstanding, the Purchaser shall not
bore holes on any property utilized by the driving range tenant under its Lease.
7. From and after the payment of the Deposit, the Purchaser shall, at its own expense, be
entitled to make any applications and/or meet with and/or consult with, to any
governmental authority, to rezone the Property and/or make variances in the Property
zoning and/or to negotiate and finalize any subdivision and/or site plan or similar plan
with any governmental authority and the Vendor covenants and agrees that it will •
execute, at the sole cost of the Purchaser, any and all authorizations required by the
Purchaser to enable the Purchaser to carry out its rezoning and/or variance applications
and/or applications provided that such authorizations do not bind the Vendor or the Real
Property, with respect to any development application submitted by the Purchaser.
8. The Vendor covenants and agrees to execute any and all authorizations in writing
presented to it to enable the Purchaser to conduct all normal and usual titles searches of
the title to the Real Property.
9. Section 8.9 (Irrevocable) of the APS is hereby deleted. Save as provided for in this
Addendum, all other terms and covenants of the APS shall continue to be binding on the
parties and time shall remain of the essence thereof.
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