HomeMy WebLinkAboutLEG 04-17�� ��
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From
Subject:
Paul Bigioni
Director, Corporate Services & City Solicitor
Report to
Council
Report Number: LEG 04-17
Date: May 15, 2017
Proposed Sale of Lands in Duffin Heights to Madison Communities Limited
- File: L-4610-009-16
Recommendation:
That the Agreement of Purchase and Sale between The Corporation of the City of Pickering
as Vendor and Madison Communities Limited as Purchaser, included as Attachment No. 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 actions as
indicated in this report.
Executive Summary: Madison Communities Limited ("Madison") has offered to purchase
approximately 4.29 ha of land owned by the City within the Duffin Heights Neighbourhood.
Madison's offer is contained within the Agreement of Purchase and Sale (the "Agreement")
included as Attachment No. 1 to this Report. City staff recommend that the City enter into the
Agreement.
Financial Implications: The Agreement provides that Madison shall pay to the City the
purchase price of $23,000,000. The closing date set out in the Agreement is May 26, 2017, and
the purchase price must be paid to the City on that date.
Discussion: The City is the owner of approximately 4.29 ha of land (the "Lands")
suitable for mixed use 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 Madison. The
purchase price set out in Madison's Agreement is $23,000,000. This price compares favourably to
the appraised value of the Lands. The closing date set out in Madison's Agreement is May 26,
2017, 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
Report LEG 04-17
Subject: Proposed Disposition of Lands in Du�n Heights
May 15, 2017
Page 2
closing. The Agreement also contains provisions requiring Madison to 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, and further requiring that
Madison assume all future servicing cost obligations associated with the Lands.
Staff recommend that the City enter into the Agreement.
Attachments: '
1. Agreement of Purchase and Sale befinreen Madison Communities Limited and
The Corporation of the City of Pickering
Pre are /Approved By:
.�.
Paul igio i
Directo. Cor rate Services & City Solicitor
Recommended for the consideration
of Pickering City Council
� 8� 20�7
Tony Prevedel, P.Eng.
Chief Administrative Officer
CORP0227-07/01 revised
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ATTACHMENT# / TO REPORT# ��� C� `(- - ( '�
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Agreement of Purchase and Sale
This Agreement made this �j�� day of i"ta�,� ., 2017.
Between:
The Corporation of the City of Pickering
hereinafter called the "Vendo�"
and
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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" means the date on which this Agreement of
Purchase and Sale is fully executed by the Vendor and the Purchaser,
(b) "AgreemenY' or "This AgreemenY' means this Agreement beiween 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
govemmental authority having jurisdiction and "Authorities" means any
two or more of any Auttioriry;
,(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;
(fl "Closing Date" means the date on which Closing occurs, which date shall
be no later than May 26, 2017 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 wifh sections 2.3 (a) and (b);
(h) "Prime" shall mean the rate of interest charged by the Canadian Imperial
(i)
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ATTACHMENT#___ � ___TO REPORT.#
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Bank of Commerce for loans to its commercial customers in Toronto as at -
the Closing Date;
"Purchase Price" means the purchase price for the Real Property as
set out in section 2.2;
"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.
1.2 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, warranties, and
agreements of the respective parties 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 circumstances 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 govemed by, and construed in
accordance with, the laws of the Province of Ontario and the applicable laws of
Canada.
2
ATTACHMENT#__/ __ TO REPORT:#
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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 Price, subject to the adjustments as provided in this
Agreement.
2.2 Purchase Price. The Purchase Price forthe Real Property shall be the sum of
Dollars ($pZ3�000� 000.o(a in lawful
money of Canada. —�'W �� -� h,� �� � ��p � j� o � ��S
2.3 Payment of Purchase Price. The Purchase Price shall be payable to the Vendor
as follows:
The Purchase Price shall be payable by:
(a) certified cheque payable to the Vendor in the sum of
Dollars (� I�J50�o�•0�) 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 Dollars
($a►, 850�000.00 ) in lawful 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. fn 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 or altemative
remedies available to it at law or pursuant to this Agreement.
2.4 Adjustments. The Purchase Price shall be adjusted as of midnight on the day
preceding the Closing Date on account of realty taxes and payments made under
the Duffin Heights Developers Cost Sharing Agreement (the "CSA"). If the final
amount 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.
2.5 Cost Sharing Agreement The Vendor and the Purchaser acknowledge that the
Vendor has paid for certain servicing costs related to the Real Property, as
ATTACHMENT#. f TO REPORT#
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required pursuant to the CSA. The amount of servicing costs paid by the Vendor
prior to the Closing Date and allocable to the Real Property 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, or if the City has paid any other.costs allocable to the real
property under the CSA on or before the Closing Date, then tFie Vendor and the
Purchaser undertake to readjust the amount of such additional costs forthwith. On
Closing, the Vendor and the Purchaser shall enter into an agreement, on terrris
satisfactory to the Vendor acting reasonably, whereby the Purchaser agrees to: (i)
execute the CSA and any subsequent amendments thereto as a Participating
Owner (as defined in the CSA), (ii) assume all obligations related to the Real
Property under the CSA and (iii) release and indemnify the Vendor from all
obligations arising under the CSA with respect to the Real Property.
2.6 Vendor's Condition. This Agreement is conditional upon the approval of the
Vendor's Council prior to April 21, 2017. This condition has been included for the
sole benefit of the Vendor. If this condition is not fulfilled, then this Agreement 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, cost or
damages, and the Deposit shall be returned forthwith to the Purchaser without
interest or deduction.
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 Investment Canada Act (Canada);
(ti) 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 full payment of the balance of the Purchase Price, subject to the
adjustments, as provided in 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 capaciry to enter into this Agreement and carry out
the transactions contemplated hereby; and
4
ATTACHMENT# �
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(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 Purchasers warranties and
representations expressed herein.
32 Limitation: Property 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, public highway access,
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 ihe quantity, quality, pianning
status, developability, timing and cost of development, environmental state and
value of the Real Property. 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.
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 F�cise 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 soticitors 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 and effect and an indemnity to the
Vendor for any H.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 the event that the Purchaser
shall fail to deliver such evidence and such indemniry to the Vendor, then the
Purchaser shall pay to the Vendor, in addition to the Purchase Price herein, in
accordance with the Purchase�'s obligation to pay and the Vendors 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.
42 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
o � �- r �---
ATTACHMENT# � TO REPORT# ��� O�'- 1�"-
(P .of l-� .
the Vendor may arbitrarily withhold. Without limiting the Vendors discretion in
granting its approval; in the event of any such approved assignment, the
Purchaser shall 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 Requisfion
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 dbjections be null and void, and the Deposit shall be retumed 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
structures, hydro, gas, sewers, water, telephone or like services and rights of
entry, easements, covenants and licenses referred to in fhis Agreement or in any
Subd'nrision 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 shall 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 sales ta�ces (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 registra6on, on
the Closing Date. The Vendor shall have the sole right and option from time to
time to extend the Closing Date for a period or periods up to an aggregate of
ninety (90) days on giving ten (10) Business Days' notice to the Purchaser.
0
ATTACHMENT# � TO REPORT# �--�' � � ��'� l �
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Article 7
Remedies
7.1 In the event of the Purchasers default, the Vendor may, in its sole and absolute
discretion, by notice in wrifing given to the Purchaser, terminate this Agreement.
The Vendors 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 Vendor from and against all claims, demands, 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
Vendor 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.
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. No omission by the Vendor or Purchaser to enforce the strict
pertormance 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
pertormance 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. Any notice given hereunder shall be in writing and may be
personally delivered, transmitted by facsimile br 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 mail to.the
recipienYs 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:
ATTACHNiENT# � TO REPORT# ��� � �— j��--
� .of. � �'
To The Vendor. The Corporation of the City of Pickering
One The Esplanade
Pickering ON L1V 6K7
Attention: Paul Bigioni
Director, Corporate Services & City Solicitor
Fax No.: 905.420.9685
To The Purchaser. j`� p�� s o(� COMM �n ��� cS ��wt �� ed .
3 (�q ��:.�roCLt �c�� T
C�'C��� � O I��0.r i� r�.� v 3 6�
Attention: t� ,9 � �` S• r�ge. �f'
Fax No.: C�l�b,� �� I,- ti a�.9
8.2 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.
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
OfFce 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.
Altematively, �ender 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 GenderlContext. 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", "heretop, "hereunder', "heretofore",
°herewith", and similar expressions, refer to this Agreement and not to any clause,
section 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.
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ATTACHMENT#
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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 permiited
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 Ag�eement shall
constitute an irrevocable offer to purchase by the Purchaser to the Vendor until
4:30 pm on March 20, 2017, 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 informaiion onfy
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
8.10. If this Agreement is terminated for any reason whatsoever, and as a
precondition to any retum 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 pdf or telecopied form and the parties to
this Agreement shall adopt any signatures received by email or reaeiving
telecopier machine as original signatures of the perties.
8.12 Amendments. No supplement, modification, amendment or waiver of this
Agreement shall be binding unless executed in writing by the parties hereto in
the same manner as the execution of this Agreement.
8.13 Time. Time shall be of the essence of this Agreement.
ATTACHMENT# r TO REPORT# ��C,� p�'" ��
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8.'t4 Schedules. The following schedules are attached hereto and form a part of
this Agreement: •
Schedule "A" — Legal Description of the Reai Property
Schedule °B" — Permitted Encumbrances
Schedule °C" — Additional Provisions and Development Proposal [rf any].
In Witness Whereof the Parties Hereto Have Duly Executed This Agreement.
Offered by the Purchaser This �(`C� Day Of ,..� 0.�� ,
2017.
Per:
Name: 1"� �v � i�e�
Title: �,S,O
Per:
Name:
Title:
I/We have authority to bind the Corporation.
Accepted by the Vendor this� `f day of /'�,�(�- � , 2017.
The Corporation of the City of Pickering
David Ryan, May ,
�t�l� /`�i7.7A�uc
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/-{'st� f�Gti-�'e�i '��-F'''-��.) C� C���-�L .
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10
ATTACHMENT# � TO REPORT# dL�C� �i � r�""�
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Schedule "A"
Legal Description of the Real Properiy
Firstly,
PIN 26383-0802(LT)
Part Lot 19 Concession 3, Pickering, Parts 2, 3, 4 and 5 Plan 40R26764; subject to
an easement in gross over Parts 6 and 7 Plan 40R28759 as in DR1463116; subject
to an easement in gross over Parts 7 and 9 Plan 40R28759 as in DR1463117; City
of Pickering
Secondly,
PIN 26383-1230(LT)
Part Lots 19 Concession 3, Pickering; subject to an easement in gross over Part 4
Plan 40R28759 as in DR1463116; City of Pickering
�•
ATTACHMENT# j
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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 Tdles 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).
(5) Municipal or governmental 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 amendments thereto now registered
(or to be registered hereafter) including, without limitation, any agreements
and/or documents 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 No. C094360, being a By-law regarding subdivision control.
(9) Instrument No. DR429851, being Airport Zoning Regulations, as amended from
time to time.
(10) Instrument No. DR900023, being a Region of Durham Servicing Agreement.
(11) Instrument No. DR1463116, being an easement in favour of the Region of
Durham for constructing, operating and maintaining a sanitary sewer.
(12) lnstrument No. DR1463117, being an easement in favour of the Region of
Durham for constructing, operating and maintaining a watermain.
ATTACHMENT# �
Schedule "C"
Additional Provisions and Development Proposal
Due Dilieence Condition & Inspection Period
��
1. "Inspection Period" means the period of thirty days (30) days following the Acceptance
Date
TO REPORT# ��..� �%�.,� ��
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2. After acceptance of this Agreement, the Purchaser, its planners, engineers, surveyors or '
other agents, shall be allowed to enter the Property from time to time for the purpose of
obtaining data, conducting soil tests environmental testing, surveying, and any other
purpose required for investigation of the status of the Property. All inquiries,
investigations or inspections shall be carried out at the Purchaser's sole cost, risk and
expense. The Purchaser shall indemnify the Vendor from any damage caused by its entry
and activities on the Property and shall restore the Property to their original condition
after entry.
3. The Vendor hereby consents to the release to the Purchaser, its servants, agents or
solicitors, of information pertaining to the Property from any municipal, provincial. or
other governmental or regulatory authority which may be required by the Purchaser or its
agents in connection with investigations to be conducted by the Purchaser or its solicitors
hereunder, and the conducting of such inspections that may be required by any such
municipal, provincial or other govemmental or regulatory authority in connection
therewith. The Vendor will provide within two (2) Business Days of the Acceptance
Date, executed authorizations of the Vendor that may be used by the Purchaser in
connection with the foregoing inquiries.
4. The Purcliaser may at its option terminate this Agreement within the Inspection Period, if
it is not satisfied, in its sole and absolute discretion, with the state of the Property, the
. development potential, or any other matter with respect to its investigation of the .
Property (which right of termination is herein called the "Due Diligence Condition"). The
said termination is to be in writing delivered to the Vendor and upon such termination
being exercised, this Agreement shall be null and void and the Purchaser shall be entitled
to the retum of its deposits in full together with accrued interest and neither party shall
have any further obligations to each other hereunder. The parties acknowledge that
notwithstanding that the satisfaction of the conditions in this paragraph are within the
sole, absolute and unfettered discretion of the Purchaser that this Agreement is binding in
accordance with its terms. If the Purchaser does not waive this right in writing during the
Inspection Period, then it shall be deemed to have terminated this Agreement.
ATTACHMENT# j TO REPORT# �� �� ( �"
j � .of. � -� .
**PRELIMINARY CONCEPT**
, BASED ON ESTIMATED BOUNDARIES
f4.3Ha. Gross
t3.5Ha. NET of LOCA� ROADS
292m E 8 m
n
SfREEf iOWNS ii il �
15u �S.Sm f� �n
� E 354m 49 __i_
* SfREEf TOWNS E F
8 Bu OS.5m �
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N � � � g � Bu �S.Sm �4.Bm
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9u OS.Sm � E �
Porketta
3U.154Ha. 355m * W a
� SfREEf lOWNS E � ��
o � 9u OS.Sm � t24.8m
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� REPR LANE TOWNS _� �u''
� 17u 04.5m
6.Om REAR LANE �.C±--
4
E tBSm �
REAR UNE NWNS
'N 17u 94.Sm
VALLEY FARM ROAD EXTENSION 26m
65 UNITS — STREET TOWNS
57 UNITS — REAR LANE TOWNS �
85 UNITS — STACKED TOWNS
207 UNITS — TOTAL
SURFACE PARKING
VISTOR PARKING = 0.25/UNIT
=52 SPACES
� 17 SPACES FOR 5th UNIT STACKED TOWN
Q 69 SPACES REQUIRED
O 70 SPACES PROVIDED
�
�
U
�
�
m
Stoddart, Katherine
ATTACHMENT# l TO REPORT# L-��( �`I� j�
From: Bigioni, Paul
Sent: Friday, May 5, 2017 4:01 PM
To: Morris Sosnovitch
Cc: Christian Lamanna (christian@madisongroup.ca); Prevedel, Tony
Subject: RE: Madison communities p/f Pickering Brock Street
Morris,
The amendment to section 2.5 of the Agreement of Purchase and Sale set out in your email below is
agreed to by the City. Kindly forward your client's waiver of condition. Thank you.
Paul Bigioni
Direcfor, Corporate Services 8� City Solicitor � Corporate Services Department
905.420.4660 ext. 2048 � 1.866.683.2760
pbiqioni(a�pickerinq.ca �
� A� Your City. Right Now. pickerinq.ca
PICKERIN� � o�v������
From: Morris Sosnovitch [mailto:msosno@businesslawyers.comJ
Sent: Friday, May 5, 2017 3:35 PM
To: Bigioni, Paul <pbigioni@pickering.ca>
Cc: Christian Lamanna (christian@madisongroup.ca) <christian@madisongroup.ca>
Subject: Madison communities p/f Pickering Brock Street
Dear Paul
We wish to confirm the agreement between the City and the Purchaser to amend clause 2.5 of the Agreement of
Purchase and Sale to read as follows;
2.5 Cost Sharing Agreement. The Vendor and the Purchaser acknowledge that the Vendor has paid for certain servicing
and land costs related to the Real Property, as required pursuant to the CSA which as of May 5, 2017 are $443,086.
There will be no adjustment for the amount of servicing/land costs paid by the Vendor prior to the Closing Date and
allocable to the Real Property and the benefit of the same shall be included in the Purchase Price. On Closing, the
Vendor and the Purchaser shall enter into an agreement, on terms satisfactory to the Vendor acting reasonably,
whereby the Purchaser agrees to: (i) execute the CSA and any subsequent amendments thereto as a Participating Owner
(as defined in the CSA), (ii) assume all obligations related to the Real Property under the CSA and (iii) release and
indemnify the Vendor from all obligations arising under the CSA with respect to the Real Property.
All other terms of the Agreement to remain the same and time to continue of the essence.
Please confirm the agreement of the Vendor by return email.
Morris Sosnovitch --" �^ '�
Direct: 416368.6444
Main: 416368.0600
F�: 416.368.6068
Email: msosno e,businesslawyers.com
Website: www.businesslawyers.com
�P
eAaaisr�as ar�Q so��c�ro�s
1 Toronto Street, Suite 910, PO Box 28, Toronto; ON MSC 2V6
ATTACHMENT# �
/(r, .of.
_TO REPORT# �� (� ��- � `�-
l �-
fX7#tRfl(t6tTE �t��AERf,E:�iL EhiPLt3YME�t1 fIWFWCIMG FRR1h&GlitSlT�3G EEASth9is` LtTiC�A71�N . REAL €BTAFE
This email may contain confidential or privileged information and is only to be used by the intended recipient. If you receive this in
error, please contact the sender and delete this email from your system.
ATTACHMENT# 1 TO REPORT# � ��--��-
1 �--.of. ( �—
WAIVER OF CONDITION
RE: The Corporation of the City�of Pickering (the "Vendor"} sale to Madison Communities
Limited (the "Purchaser"} of the property described in PINs 26383-0802 (L'1� and 26383-
1230 (LT} (hereinafter collectiveIy calted the "Property") pursuant to an agreetttent of
purc6ase and sale dated March 3, 2017 (hereinafter called the "A,PS")
The Purchaser hereby waives the Due DiIigence Condition as se# out in Schedule "C" of the APS
between the Vendor and Purchaser dated March 3, 2Q17.
Dated at Toronto, this�' day of May, 2017.
MADISON
Per:
Name: Migue Sin;
Titte: A.S.O.
1 have authority to bind the
MBS:00579967-I - 20170336