Loading...
HomeMy WebLinkAbout2007-101 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NO. 2007-101 Being a By-law to authorize the execution of a Servicing Agreement between the Corporation of the Municipality of Clarington and D.G. Biddle and Associates Limited for the detailed design and contract administration of Stevens Road capital construction project. WHEREAS the Council of The Corporation of the Municipality of Clarington has approved the recommendations of Report EGD-014-07, including the recommendation that the Corporation of the Municipality of Clarington enter into a Servicing Agreement with D.G. Biddle and Associates Limited for the detailed design and contract administration of Stevens Road capital construction project. NOW THEREFORE the Council of the Corporation of the Municipality of Clarington hereby enacts as follows: 1. The Mayor and Clerk are hereby authorized to execute a Servicing Agreement between the Corporation of the Municipality of Clarington and D.G. Biddle and Associates Limited. BY-LAW read a first and second time this 14th day of May, 2007. BY-LAW read a third time and finally passed this 14th day of May, 2007. 9rr-= Ji . . er~~yor. . ,"""", \ ! M.E.A./C.E.O. CLIENT/CONSULTANT AGREEMENT FOR MUNICIPAL WORKS 2007 AGREEMENT CONTENT PaQe Contents of MEA/CEO Consultants Agreement Form of Agreement AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES MEMORANDUM OF AGREEMENT dated the ~e day of MAY A. D. 2007 -BETWEEN- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Hereinafter called the 'Client' THE PARTY OF THE FIRST PART -AND- D.G. BIDDLE & ASSOCIATED LIMITED Hereinafter called the 'Consultant' THE PARTY OF THE SECOND PART WHEREAS the Client intends to Reconstruct Green Road from Highway #2 north to the south limit of future Stevens Road (unopened road allowance). The urbanization will include a 11.25m paved width, curb, storm sewers, lighting, sidewalks, pertinent turning lanes, possible landscaping, and future road expansion considerations hereinafter called the 'Project' and has requested the Consultant to furnish professional services in connection therewith; Preliminary Design, Detailed Design and Drawing Preparation, Preparation of Tender Documents and Contract Specification, Inspection and Contract Administration. NOW THEREFORE WITNESSETH that in consideration of the covenants contained herein, the Client and the Consultant mutually agree as follows: ARTICLE 1 - GENERAL CONDITIONS 1.01 Retainer The Client hereby retains the services of the Consultant in connection with the Project and the Consultant hereby agrees to provide the services described herein under the general direction and control of the Client. In this Agreement the word Consultant shall mean professionals and other specialists engaged by the Client directly and whose names are party to this Agreement. 1.02 Services The services to be provided by the Consultant and by the Client for the Project are set forth in Article 2 and such services as changed, altered or added to under Section 1.08 are hereinafter called the 'Services'. 1.03 Compensation The Client shall pay the Consultant in accordance with the provisions set forth in Article 3. For purposes of this agreement, the basis of payment shall be as specified in Article 3.2. 1.04 Staff and Methods The Consultant shall perform the services under this agreement with that degree of care, skill and diligence normally provided in the performance of such services as contemplated by the agreement at the time such services are rendered and as required by the Professional Engineers Act (RSO 1990, Chapter P. 28) and regulations therein. The Consultant shall employ only competent staff who will be under the supervision of a senior member of the Consultant's staff. 1.05 Drawings and Documents Subject to Section 3.2.4 of Article 3, drawings and documents or copies thereof required for the Project shall be exchanged between the parties on a reciprocal basis. Documents prepared by the Consultant for the Client, including record drawings, may be used by the Client, for the Project herein described. The Client has been assigned ownership of the drawings and documents by the Consultant and in accordance with Article 1.06, the Client indemnifies the Consultant for unauthorized use of the documents and deliverables. 1.06 Intellectual Property All concepts, products or processes produced by or resulting from the Services rendered by the Consultant in connection with the Project, or which are otherwise developed or first reduced to practice by the Consultant in the performance of his Services, and which are patentable, capable of trademark or otherwise, shall be considered as Intellectual Property and remain the property of the Consultant. The Client shall have permanent non-exclusive royalty-free license to use any concept, product or process, which is patentable, capable of trademark or otherwise produced by or resulting from the Services rendered by the Consultant in connection with the Project. 1.07 Records and Audit (a) In order to provide data for the calculation of fees on a time basis, the Consultant shall keep a detailed record of the hours worked by staff employed for the Project. (b) The Client may inspect timesheets and record of expenses and disbursements of the Consultant during regular office hours with respect to any item which the Client is required to pay on a time scale or disbursement basis as a result of this Agreement. (c) The Consultant, when requested by the Client, shall provide copies of receipts with respect to any disbursement for which the Consultant claims payment under this Agreement. 1.08 Changes and Alterations and Additional Services With the consent of the Consultant the Client may in writing at any time after the execution of the Agreement or the commencement of the Services delete, extend, increase, vary or otherwise alter the Services forming the subject of the Agreement, and if such action by the Client necessitates additional staff or services, the Consultant shall be paid in accordance with Section 3.2.1 for such additional staff employed directly thereon, together with such expenses and disbursements as allowed under Section 3.2.4. In the event that the client delays the project then the consultant shall have the right to renegotiate the agreement. 1.09 Suspension or Termination Either party may at any time by notice in writing to the other party, suspend or terminate the Services or any portion thereof at any stage of the project. Upon receipt of such written notice, the Consultant shall perform no further Services other than those reasonably necessary to close out his Services. In such an event, the Consultant shall be entitled to payment in accordance with Section 3.2. for any of the Consultant's staff employed directly thereon together with such expenses and disbursements allowed under Section 3.2. If the Consultant is practicing as an individual and dies before his Services have been completed, this Agreement shall terminate as of the date of his death, and the Client shall pay for the Services rendered and disbursements incurred by the Consultant to the date of such termination. 1.10 Indemnification The Consultant shall indemnify and save harmless the Client from and against all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which the Client, his employees, officers or agents may suffer, to the extent the Consultant is legally liable as a result of the negligent acts of the Consultant, his employees, officers or agents in the performance of this Agreement. The Client agrees to hold harmless, indemnify and defend the Consultant from and against any and all claim, losses, damages, liability and costs of defense arising out of or in any way connected with the presence, discharge, release or escape of contaminants of any kind, excluding only such liability as may arise out of the negligent acts of the Consultant in the performance of consulting services to the Client within this project. 1.11 Insurance The Client will accept the insurance coverage amount specified in this clause section (a) as the aggregate limit of liability of the Consultant and its employees for the Client's damages. a) Comprehensive General Liability and Automobile Insurance The Insurance Coverage shall be $1,000,000.00 per occurrence and in the aggregate for general liability and $1,000,000.00 for automobile insurance. When requested the Consultant shall provide the Client with proof of Comprehensive General Liability and Automobile Insurance (Inclusive Limits) for both owned and non-owned vehicles. b) Professional Liability Insurance The Insurance Coverage shall be in the amount of $1,000,000.00 per claim and in the aggregate. When requested, the Consultant shall provide to the Client proof of Professional Liability Insurance carried by the Consultant, and in accordance with the Professional Engineers Act (RSO 1990, Chapter P. 28) and regulations therein naming the Corporation of the Municipality of Clarington as an additional insured. c) Change in Coverage If the Client requests to have the amount of coverage increased or to obtain other special insurance for this Project then the Consultant shall endeavour forthwith to obtain such increased or special insurance at the Client's expense. It is understood and agreed that the coverage provided by these policies will not be changed or amended in any way nor cancelled by the Consultant until sixty (60) days after written notice of such change or cancellations has been personally delivered to the Client. 1.12 Contracting for Construction Neither the Consultant nor any person, firm or corporation associated or affiliated with or subsidiary to the Consultant shall tender for the construction of the Project, or have an interest either directly or indirectly in the construction of the Project. 1.13 Assianment Neither party may assign this Agreement without the prior consent in writing of the other. 1.14 Previous Agreements This Agreement supersedes all previous agreements, arrangements or understandings between the parties whether written or oral in connection with or incidental to the Project. 1.15 Approval bv Other Authorities Unless otherwise provided in this Agreement, where the work of the Consultant is subject to the approval or review of an authority, department of government, or agency other than the Client, such applications for approval or review shall be the responsibility of the Consultant, but shall be submitted through the offices of the Client and unless authorized by the Client in writing, such applications for approval or review shall not be obtained by direct contact by the Consultant with such other authority, department of government or agency. 1.16 Principals and Executives The use of Principals and Executives on a time basis by the Consultant, will be in accordance with Section 1.23.1 (c). 1.17 Sub-Consultants The Consultant may engage others as sub-consultants for specialized services provided that prior approval is obtained, in writing, from the Client and may add a mark-up of not more than 5% of the cost of such services to cover office administration costs when claiming reimbursement from the Client plus the cost of the additional insurance incurred by the Consultant for the specialized services. 1.18 Inspection The client, or persons authorized by the Client, shall have the right, at all reasonable times, to inspect or otherwise review the Services performed, or being performed, under the Project and the premises where they are being performed. 1.19 Publication The Consultant agrees to obtain the consent in writing of the Client before publishing or issuing any information regarding the Project. 1.20 Confidential Data 1.21 The Consultant shall not divulge any specific information identified as confidential, communicated to or acquired by him, or disclosed by the client in the course of carrying out the Services provided for herein. No such information shall be used by the Consultant on any other project without the approval in writing of the client. Dispute Resolution (a) If requested in writing by either the Client or the Consultant, the Client and the Consultant shall attempt to resolve any dispute between them arising out of or in connection with this Agreement by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties. If a dispute cannot be settled within a period of ninety (90) calendar days with the mediator, the dispute shall be referred to and finally resolved by arbitration under the rules of the province having jurisdiction or by an arbitrator appointed by the agreement of the parties. (b) No person shall be appointed to act as mediator or arbitrator who is in any way interested, financially or otherwise, in the conduct of the work on the Project or in the business or other affairs of either the Client or the Consultant. (c) The award of the arbitrator, including an award for costs if applicable, shall be final and binding upon the parties. (d) The provisions of The Arbitration's Act, R.S.O., 1991, Chapter 17, as amended shall apply. 1.22 Time The Consultant shall perform the Services expeditiously to meet the requirements of the Client and shall complete any portion or portions of the Services in such order as the Client may require. 1.23 1.23.1 The Client shall give due consideration to all designs, drawings, plans, specifications, reports, tenders, proposals and other information submitted by the Consultant, and shall make any decisions which he is required to make in connection therewith within a reasonable time so as not to delay the work of the Consultant. Estimates. Schedules and Staff List Preparation of Estimate of Fees. Schedule of Progress and Staff List When requested by the Client, and where payment is calculated on a time basis, the Consultant shall provide, for approval by the Client: (a) An estimate of the total fees to be paid for the Services. (b) A Schedule showing an estimate of the portion of the Services to be completed in each month and an estimate of the portion of the fee which will be payable for each such month. (c) A Staff list showing the number, classifications and hourly rate ranges for staff, Principals and Executives, for which the Consultant will seek payment on a time basis. The Consultant shall relate such information to the particular type of work that such staff is to perform, while employed on the Project. Such list shall designate the member of the Consultant's staff who is to be the liaison person between the Consultant and the Client. 1;23.2 Subseauent Chanoes in the Estimate of Fees. Schedule of Progress and Staff list The Consultant will require prior written approval, from the Client for any of the following changes: (a) Any increase in the estimated fees beyond those approved under Subsection 1.23.1 (a). (b) Any change in the schedule at progress which results in a longer period than provided in Subsection 1.23.1 (b). (c) Any change in the number, classification and hourly rate ranges of the staff provided under Subsection 1.23.1 (c). Monthlv Reporting of Progress When requested by the Client, the Consultant shall provide the Client with a written report showing the portion of the Services completed in the preceding month. 1.24 Additional Conditions 1.23.3 1. MUNICIPAL FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT (MFIPPA) All correspondence, documentation, and information provided to the Client by the Consultant, including the submission of proposals, shall become the property of the Client, and as such, is subject to the Municipal Freedom of Information and Protection of Privacy Act, and may be subject to release pursuant to the Act. 2. SUSPENSION OF WORK The Client may, without invalidating the contract, suspend performance by the Consultant from time to time of any part or all of the work for such reasonable period of time as the Client may determine. The resumption and completion of work after the suspension shall be governed by the schedule established by the Client. ARTICLE 2 - SERVICES 2.01 Services to be provided by Consultant (a) Special Services 1. Represent the Client with the public and other agencies for the duration of the project. 2. Services resulting from a Contractor's insolvency. 3. Preparation of changes in design where required by factors beyond the control of the Consultant. 4. Preparation of special progress certificates and final certificates for subsidy payments, grants or rebates. 5. Meetings as deemed necessary by both Client and Consultant throughout the duration of the project. 6. Provide the necessary documents for the Client to address the Class EA process documented in the MEA document, 'Municipal Class Environmental Assessment' dated June 2000. (b) Detailed Desian. Final Drawings and Specifications 7. Meet with respective staff and project team to establish requirements. 8. Undertake a total station survey of the site and prepare 1 :250 scale base plan and profile drawings on standard A 1 size sheets. All elevations shall be related to geodetic origin. 9. Complete utility circulation to establish services in each area. 10. Request quotations from Geotechnical Consultants for reports on the including a description of the proposed works. 11. The Consultant shall pay for Geotechnical Consultant's and invoice the Client accordingly. 12. Present design drawings at various completion stages for review with the Client. 13. Finalize design drawings and liaise with regulatory bodies and government agencies sufficient to obtain all necessary approvals and permits 14. Prepare tender documents and specifications for construction contract and a detailed cost estimate for the site. The Consultant will be responsible for providing all required copies of tender documents and drawings in order to tender the works. Twenty-five (25) sets of tender documents will be prepared and the Consultant shall bare all costs for the provision and reproduction of documents, drawings and plans. 15. Determine any road rerouting necessary to accommodate design and construction and notify appropriate agencies such as Police, Ambulance, Fire etc. (c) Evaluation of Tender and Recommendations for Award 16. Prepare and co-ordinate tender advertisements, including preparing tender ad. 17. Provide assistance and attend an on-site meeting during the tendering period to review the scope of work and provide responses to questions from prospective bidders attending the meeting. 18. Provide answers to questions from tenderers (bidders) throughout the tendering period, provide records of discussions and issue addenda, where required. 19. Evaluate tender submissions and verify Contractor's qualifications. 20. Prepare a summary report of the tender evaluations and make recommendation to the Client of the lowest acceptable bidder for Contractor selection. 21. Following review and approval by the Client for the selected Contractor, prepare all required contractual documents and issue the award of contract and notice to commence the work. 22. Prepare an agenda and arrange and attend a pre-construction meeting with the successful Contractor and the Client, utility companies and other essential authorities at the Client Offices. (d) Consultant's Services for Construction Administration on Municipal Proiect The Contractor is responsible for discharging his obligations under the terms and conditions of the construction contract and is responsible for the quality of work. The Consultant, on behalf of the Client, provides supervision of the Project during construction and protects the best interest of the Client at all times including safety, financial issues, quality of materials and workmanship, and aspects related to the general public. It is understood that only work which has actually been seen during examination of representative samples can be said to have been appraised, and comments on the balance of the work are assumptions based upon extrapolation. The Consultant shall fully administer and inspect all construction activities, which include, but are not limited to the following: General Review During Construction 1. Advise and direct the construction Contractor on the Consultant's interpretation of the drawings and specifications and issue supplementary details and instructions during the construction period as required. 2. Confirm and monitor the Contractor's construction schedule in conjunction with actual construction activities and comment on the procedures, methods and sequence of work. 3. Assess and advise on the validity of costs for additions to or deletions from the contract. 4. Maintain construction records, monitor and control project costs, and report on the progress of construction to the Client. 5. Provide liaison with residents as necessary, addressing concerns that may arise during or from the construction of the works. 6. Process Contractor's monthly payment certificates. Prepare substantial performance and final certificates. 7. Co-ordinate all bi-weekly site meetings during the construction period and provide all parties present and the Client with minutes of meetings. 8. Provide shop drawing review and review of proposed construction methods to ensure that the Contractor's work complies with all design requirements. 9. Advise with respect to alternative construction methods or materials proposed by the Contractor and prepare change orders for approval by the Director of Engineering Services. 10. Provide site inspection services to adequately control the accuracy and quality of the contract work. On site inspector shall have a minimum of five years relevant experience and be acceptable to the Director of Engineering Services. 11. Provide layout controls with offset stakes at agreed interval and establish working points for project. 12. Co-ordinate on site testing during construction to verify acceptability of materials and workmanship (provide records of such testing) by an authorized inspection and testing company ensuring material testing in accordance with the Client's Design Guidelines. The Consultant shall pay for sub-consultant testing costs and invoice the Client accordingly. 13. Meetings during construction Contract Administration - one (1) pre-construction meeting followed by on-site construction meetings bi-weekly or as required. Attendance by both the inspector and contract administrator is mandatory. Resident Staff Services During Construction Resident staff services will be provided by the Consultant on a full time basis. Such services include: 1. Provide reference line and elevation to the Contractor and, where necessary, check the construction Contractor's line and grade and provide documentation of such as required. 2. Report to the Client and make recommendations if the Consultant determines that the Contractor is not carrying out his work in accordance with the Contract Documents or that the Contractor's work does not satisfy the intent of the design or does not substantially conform with plans and specifications. 3. Arrange for or carry out all necessary field testing and inspection of materials and equipment installed. 4. Investigate, report and advise on unusual circumstances which come to the Consultant's attention during construction. 5. Provide all final inspections of the work at the conclusion of the construction period, as required for final acceptance of the project by the Client. 6. Prepare "as-built" drawings and provide the Client with one (1) copy of the information both in hard copy (mylars) and in digital format in UTM coordinates, NAD 1983, Zone 17. 7. Provide a final inspection at the end of the maintenance period to ensure that all work is in compliance with contracts. Provide recommendation to Owner on release of the Contractor's maintenance security. 8. Maintain sufficient data to determine periodic progress of the Project. 9. Review construction Contractor's request for payments as to progress, quantities of work completed and materials delivered to the site and advise the Client. 2.02 ServIces to be provided by Client Client's Services for General Municipal Project The Client shall provide the Consultant with the following Services, notwithstanding that, should the Client be unable to provide any of the Services hereunder, services under (1) may be assigned to the Consultant under Section 1.08. 1. Access to and, where necessary, copies of existing plans, profiles or other topographic information showing or pertaining to existing conditions within the Project area. 2. General direction of the Consultant in the provision of the Services and approvals from time to time as necessary during the currency of this Agreement. 3. Arrange and make provision for the Consultant's entry and ready access to property (public and private) as well as to the site of the Project, as necessary to enable him to perform his services. 4. Designate in writing an individual to act as his Representative who will transmit instructions to and receive information from the Consultant. The Consultant shall be entitled to rely upon the information, direction and approvals provided by the Client pursuant to clauses 1 through 4 hereof, inclusive, as being accurate in the performance of the Consultant's Services under this Agreement. ARTICLE 3 - FEES AND DISBURSEMENTS 3.1 Definitions For the purpose of this Agreement, the following definitions shall apply: (a) Cost of the Work: (i) The "Cost of the Work" shall mean the total cost of the Project including all materials, equipment, sales taxes, labour and contractor's overhead and profit, necessary to complete the work for which the Consultant prepares designs, drawings or specifications, for which he is responsible. Where sales taxes are not included in the cost of the work, the fee shall be adjusted upwards by the factor equivalent to the sales taxes. The adjusted fee may be computed to the nearest one-tenth of one percent (1/10%). (ii) Wherever the client furnishes labour or other service which is incorporated in the work, the current price of labour or other service when the work was executed shall be used to compute the Cost of the Work. (iji) Whenever used materials or equipment is furnished by or on behalf of the Client, the fair market value of such materials or equipment, as though it was purchased new, shall be used to compute the Cost of the Work. (iv) In computing the Cost of the Work, no deductions shall be made on account of any penalties or damages claimed by the Client from any contractor or on account of any other sum withheld from any contractor. (v) The Cost of the Work shall not include any fees and disbursements due to the Consultant, the Client's engineering and office expenses, or cost of land. (b) Site: Site includes the actual work site and other locations where the checking of materials, equipment and workmanship is carried out. 3.2 Basis of Pavment 3.2. 2 Fees Calculated on a Time Basis CLASSIFICATION The Client shall pay the Consultant a fee, calculated on a time basis, for that part of the Services not described in Article 2. Fees on a time basis for all staff shall be hourly rates based on job classifications as follows: * HOURLY RATES APPLICABLE AS OF APRIL 1. 2007 - 2 Man - 3 Man RATE PER HOUR $ 150.00 103.00 95.00 75.00 108.00 108.00 95.00 77.00 68.00 67.00 56.00 45.00 108.00 68.00 110.00 142.00 60.00 10.00 20.00 5.00 $ 2.00 / print $ 10.00 / mylar $ 0.48/km Principal Engineer Senior Project Engineer Intermediate Engineer Junior Engineer Planning Manager Project Design Manager Technician 6 Technician 5 Technician 4 Technician 3 Technician 2 Technician 1 Project Construction Manager Field Inspector Survey Crew Clerical Total Station GPS System Cad Station Printing Mileage 3.2.2.2 * These rates are subject to revision and do not include the Goods and Services Tax (G.S.T.) Time Expended All time expended on the assignment, whether in the Consultant's office, at the Client's premises, or elsewhere, and including travel time, shall be chargeable. This also includes, but is not limited to, stenographic and clerical staff engaged in the preparation of documents such as reports and specifications. 3.2.3 3.2.3.1 Lump-Sum Fee / Negotiated Fee Lump-Sum Fee Basis (a) Fees for the scope of work covered under this Agreement will be on a Lump-Sum Fee Basis, inclusive for labour and reimbursable expenses as submitted by the Consultant in the amount of $28,200.00 exclusive of G.S.T. (b) Monthly progress invoices will be based on the percentage of project completed or milestone achieved. Invoices for fees are due upon presentation. Accounts unpaid after 30 days are subject to monthly interest charges at a rate of 2% per month. The Consultant reserves the right, without penalty, to discontinue services in the event of non-payment. (c) If the project is abandoned or delayed for any reason beyond the Consultant's control, the Client shall pay a fee for services rendered to that date, plus the termination expenses reasonably incurred by the Consultant in winding down the project. (d) GST will be added to the Lump-Sum Fee. 3.2.4 Reimbursable Expenses Reimbursable Expenses shall include but not be limited to: vehicle use charges, travelling and living expenses, long distance telephone charges, facsimile transmission charges, printing and reproductions, progress photography, advertising for tenders, special delivery and express charges, overtime premium costs, supplies, and equipment. 3.3 Pavment 3.3.1 Fees Calculated on a Time Basis The Consultant shall submit an invoice to the Client for all Services completed in the immediately preceding month. Interest at a rate of two percent per month (2% percent monthly) will be paid on the total outstanding unpaid balance commencing 30 days after the Client has received the Consultant's invoice. 3.3.3 Lump Sum Fee/Negotiated Fee (a) Compensation The Client will compensate the Consultant in accordance with the fees and charges for services as set out in the proposal or as otherwise mutually agreed. All fees and charges will be payable in Canadian funds unless noted otherwise. Invoices will be due and payable, as presented and without hold backs, by the Client upon receipt. Interest on overdue accounts will be charged at the rate of 2% per month. . ' SIGNED, SEALED AND DELIVERED in the presence of: CONSULTANT The signatory shall have the authority to bind the corporation or company for purposes of this agreement D.G. Biddle & Associates Limited ~ Devon G. Biddie, President /(~ It! 1eJ07 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON The signatory shall have the authority to ".::1' ""'::tipaJ;1y 0' its agen"" fo, pU'POses of this agreement ~/}zn_t~_/Jt:) -MA Y6~GHAIIUflANJREE~_/E.{J.\lARI5!N A. S. C'e;;,7 /7~ //4- ))"::.~ eon .--- .;:rr1 E'2f' /1 R pro; -? '9 ~L[m( / M.E.A./C.E.O. CLIENT/CONSULTANT AGREEMENT FOR MUNICIPAL WORKS 2007 AGREEMENT CONTENT Paqe Contents of MEA/CEO Consultants Agreement Form of Agreement AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES MEMORANDUM OF AGREEMENT dated the 161. ~ day of~uneJ .J"u\y A. D. 2007 -BETWEEN- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Hereinafter called the 'Client' THE PARTY OF THE FIRST PART -AND- D.G. BIDDLE & ASSOCIATED LIMITED Hereinafter called the 'Consultant' THE PARTY OF THE SECOND PART WHEREAS the Client intends to Construct Stevens Road, the unopened road allowance between Concession 1 & 2, from Clarington Boulevard to Green Road as outlined in the Stevens Road Extension Agreement dated the 151 day of March 2006 between Halloway Holdings Limited, West Diamond Properties Inc., and The Corporation of the Municipality of Clarington. The construction program will include storm sewers, 9.5m paved width, curbs, sidewalks, pertinent turning lanes, lighting, and possible landscaping. hereinafter called the 'Project' and has requested the Consultant to furnish professional services in connection therewith; Preliminary Design, Detailed Design & Drawing preparation, preparation of Tender Documents & Contract Specifications, Inspection, Contract Supervision, Administration, and Cost Accounting. NOW THEREFORE WITNESSETH that in consideration of the covenants contained herein, the Client and the Consultant mutually agree as follows: ARTICLE 1 - GENERAL CONDITIONS 1.01 Retainer The Client hereby retains the services of the Consultant in connection with the Project and the Consultant hereby agrees to provide the services described herein under the general direction and control of the Client. In this Agreement the word Consultant shall mean professionals and other specialists engaged by the Client directly and whose names are party to this Agreement. 1.02 Services The services to be provided by the Consultant and by the Client for the Project are set forth in Article 2 and such services as changed, altered or added to under Section 1.08 are hereinafter called the 'Services'. 1.03 Compensation The Client shall pay the Consultant in accordance with the provisions set forth in Article 3. For purposes of this agreement, the basis of payment shall be as specified in Article 3.2. 1.04 Staff and Methods The Consultant shall perform the services under this agreement with that degree of care, skill and diligence normally provided in the performance of such services as contemplated by the agreement at the time such services are rendered and as required by the Professional Engineers Act (RSO 1990, Chapter P. 28) and regulations therein. The Consultant shall employ only competent staff who will be under the supervision of a senior member of the Consultant's staff. 1.05 Drawings and Documents Subject to Section 3.2.4 of Article 3, drawings and documents or copies thereof required for the Project shall be exchanged between the parties on a reciprocal basis. Documents prepared by the Consultant for the Client, including record drawings, may be used by the Client, for the Project herein described. The Client has been assigned ownership of the drawings and documents by the Consultant and in accordance with Article 1.06, the Client indemnifies the Consultant for unauthorized use of the documents and deliverables. 1.06 Intellectual Propertv All concepts, products or processes produced by or resulting from the Services rendered by the Consultant in connection with the Project, or which are otherwise developed or first reduced to practice by the Consultant in the performance of his Services, and which are patentable, capable of trademark or otherwise, shall be considered as Intellectual Property and remain the property of the Consultant. The Client shall have permanent non-exclusive royalty-free license to use any concept, product or process, which is patentable, capable of trademark or otherwise produced by or resulting from the Services rendered by the Consultant in connection with the Project. 1.07 Records and Audit (a) In order to provide data for the calculation of fees on a time basis, the Consultant shall keep a detailed record of the hours worked by staff employed for the Project. (b) The Client may inspect timesheets and record of expenses and disbursements of the Consultant during regular office hours with respect to any item which the Client is required to pay on a time scale or disbursement basis as a result of this Agreement. (c) The Consultant, when requested by the Client, shall provide copies of receipts with respect to any disbursement for which the Consultant claims payment under this Agreement. 1.08 ChanQes and Alterations and Additional Services With the consent of the Consultant the Client may in writing at any time after the execution of the Agreement or the commencement of the Services delete, extend, increase, vary or otherwise alter the Services forming the subject of the Agreement, and if such action by the Client necessitates additional staff or services, the Consultant shall be paid in accordance with Section 3.2.1 for such additional staff employed directly thereon, together with such expenses and disbursements as allowed under Section 3.2.4. In the event that the client delays the project then the consultant shall have the right to renegotiate the agreement. 1.9 Suspension or Termination Either party may at any time by notice in writing to the other party, suspend or terminate the Services or any portion thereof at any stage of the project. Upon receipt of such written notice, the Consultant shall perform no further Services other than those reasonably necessary to close out his Services. In such an event, the Consultant shall be entitled to payment in accordance with Section 3.2. for any of the Consultant's staff employed directly thereon together with such expenses and disbursements allowed under Section 3.2. If the Consultant is practicing as an individual and dies before his Services have been completed, this Agreement shall terminate as of the date of his death, and the Client shall pay for the Services rendered and disbursements incurred by the Consultant to the date of such termination. 1.10 Indemnification The Consultant shall indemnify and save harmless the Client from and against all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever which the Client, his employees, officers or agents may suffer, to the extent the Consultant is legally liable as a result of the negligent acts of the Consultant, his employees, officers or agents in the performance of this Agreement. The Client agrees to hold harmless, indemnify and defend the Consultant from and against any and all claim, losses, damages, liability and costs of defense arising out of or in any way connected with the presence, discharge, release or escape of contaminants of any kind, excluding only such liability as may arise out of the negligent acts of the Consultant in the performance of consulting services to the Client within this project. 1.11 Insurance The Client will accept the insurance coverage amount specified in this clause section (a) as the aggregate limit of liability of the Consultant and its employees for the Client's damages. a) Comprehensive General Liability and Automobile Insurance The Insurance Coverage shall be $1,000,000.00 per occurrence and in the aggregate for general liability and $1,000,000.00 for automobile insurance. When requested the Consultant shall provide the Client with proof of Comprehensive General Liability and Automobile Insurance (Inclusive Limits) for both owned and non-owned vehicles naming the Corporation of the Municipality of Clarington as additional insured. b) Professional Liability Insurance The Insurance Coverage shall be in the amount of $1 ,000,000.00 per claim and in the aggregate. When requested, the Consultant shall provide to the Client proof of Professional Liability Insurance carried by the Consultant, and in accordance with the Professional Engineers Act (RSO 1990, Chapter P. 28) and regulations therein. c) Change in Coverage If the Client requests to have the amount of coverage increased or to obtain other special insurance for this Project then the Consultant shall endeavour forthwith to obtain such increased or special insurance at no additional cost to the Consultant. It is understood and agreed that the coverage provided by these policies will not be changed or amended in any way nor cancelled by the Consultant until sixty (60) days after written notice of such change or cancellations has been personally delivered to the Client. 1.12 Contractina for Construction Neither the Consultant nor any person, firm or corporation associated or affiliated with or subsidiary to the Consultant shall tender for the construction of the Project, or have an interest either directly or indirectly in the construction of the Project. 1.13 Assignment Neither party may assign this Agreement without the prior consent in writing of the other. 1.14 Previous Agreements This Agreement supersedes all previous agreements, arrangements or understandings between the parties whether written or oral in connection with or incidental to the Project. 1.15 Approval bv Other Authorities Unless otherwise provided in this Agreement, where the work of the Consultant is subject to the approval or review of an authority, department of government, or agency other than the Client, such applications for approval or review shall be the responsibility of the Consultant, but shall be submitted through the offices of the Client and unless authorized by the Client in writing, such applications for approval or review shall not be obtained by direct contact by the Consultant with such other authority, department of government or agency. 1.16 Principals and Executives The use of Principals and Executives on a time basis by the Consultant, will be in accordance with Section 1.23.1 (c). 1.17 Sub-Consultants The Consultant may engage others as sub-consultants for specialized services provided that prior approval is obtained, in writing, from the Client and may add a mark-up of not more than 5% of the cost of such services to cover office administration costs when claiming reimbursement from the Client plus the cost of the additional insurance incurred by the Consultant for the specialized services. 1.18 Inspection The client, or persons authorized by the Client, shall have the right, at all reasonable times, to inspect or otherwise review the Services performed, or being performed, under the Project and the premises where they are being performed. 1.19 Publication The Consultant agrees to obtain the consent in writing of the Client before publishing or issuing any information regarding the Project. 1.20 Confidential Data The Consultant shall not divulge any specific information identified as confidential, communicated to or acquired by him, or disclosed by the client in the course of carrying out the Services provided for herein. No such information shall be used by the Consultant on any other project without the approval in writing of the client. 1.21 (a) Dispute Resolution If requested in writing by either the Client or the Consultant, the Client and the Consultant shall attempt to resolve any dispute between them arising out of or in connection with this Agreement by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties. If a dispute cannot be settled within a period of ninety (90) calendar days with the mediator, the dispute shall be referred to and finally resolved by arbitration under the rules of the province having jurisdiction or by an arbitrator appointed by the agreement of the parties. No person shall be appointed to act as mediator or arbitrator who is in any way interested, financially or otherwise, in the conduct of the work on the Project or in the business or other affairs of either the Client or the Consultant. The award of the arbitrator, including an award for costs if applicable, shall be final and binding upon the parties. The provisions of The Arbitration's Act, R.S.O., 1991, Chapter 17, as amended shall apply. (b) (c) (d) 1.22 Time The Consultant shall perform the Services expeditiously to meet the requirements of the Client and shall complete any portion or portions of the Services in such order as the Client may require. The Client shall give due consideration to all designs, drawings, plans, specifications, reports, tenders, proposals and other information submitted by the Consultant, and shall make any decisions which he is required to make in connection therewith within a reasonable time so as not to delay the work of the Consultant. Estimates. Schedules and Staff List 1.23 1.23.1 1.23.2 1.23.3 Preparation of Estimate of Fees. Schedule of Progress and Staff List When requested by the Client, and where payment is calculated on a time basis, the Consultant shall provide, for approval by the Client: (a) An estimate of the total fees to be paid for the Services. (b) A Schedule showing an estimate of the portion of the Services to be completed in each month and an estimate of the portion of the fee which will be payable for each such month. (c) A Staff list showing the number, classifications and hourly rate ranges for staff, Principals and Executives, for which the Consultant will seek payment on a time basis. The Consultant shall relate such information to the particular type of work that such staff is to perform, while employed on the Project. Such list shall designate the member of the Consultant's staff who is to be the liaison person between the Consultant and the Client. Subseauent Changes in the Estimate of Fees. Schedule of Progress and Staff List The Consultant will require prior written approval, from the Client for any of the following changes: (a) Any increase in the estimated fees beyond those approved under Subsection 1.23.1 (a). (b) Any change in the schedule at progress which results in a longer period than provided in Subsection 1.23.1 (b). (c) Any change in the number, classification and hourly rate ranges of the staff provided under Subsection 1.23.1 (c). Monthlv Reporting of Progress When requested by the Client, the Consultant shall provide the Client with a written report showing the portion of the Services completed in the preceding month. 1.24 Additional Conditions 1. MUNICIPAL FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY ACT (MFIPPA) All correspondence, documentation, and information provided to the Client by the Consultant, including the submission of proposals, shall become the property of the Client, and as such, is subject to the Municipal Freedom of Information and Protection of Privacy Act, and may be subject to release pursuant to the Act. 2. SUSPENSION OF WORK The Client may, without invalidating the contract, suspend performance by the Consultant from time to time of any part or all of the work for such reasonable period of time as the Client may determine. The resumption and completion of work after the suspension shall be governed by the schedule established by the Client. 3. STEVENS ROAD EXTENSION AGREEMENT The Consultant hereby agrees to abide by all terms and conditions with respect to the Municipality of Clarington obligations of the "Stevens Road Extension Agreement" between "Players Business Park Ltd." and 'West Diamond Properties Inc." and "Halloway Holdings Ltd." and the "Corporation of the Municipality of Clarington", dated March 1, 2006, a copy of which is attached to this Agreement. ARTICLE 2 - SERVICES 2.1 Services to be provided by Consultant (b) Preliminarv Desian and Reports 1. Meet with the appropriate representatives of the municipality, including the Municipal Engineer and Director of Engineering, Works Committee or Council to: Obtain full information on existing and proposed municipal services, roads and other facilities. Obtain the Client's standard criteria for design. Establish the extent of services to be provided and the manner of presentation. Obtain the Client's practice for the sharing of costs with public authorities, with private developers and with the public. 2. Conduct a physical reconnaissance and review topographical maps of the Project area to ascertain the location, topography, drainage and existing municipal services. 3. Prepare procedures and documents for the pre-selection of machinery and equipment. 4. Establish the design criteria for the design of the Project. 5. Assemble existing soils data and recommend additional soils programs. (c) Detailed Design. Final Drawings and Specifications 1. Meet with respective staff and project team to establish requirements. 2. Undertake a total station survey of the site and prepare 1 :500 scale base plan and profile drawings on standard A 1 size sheets. All elevations shall be related to geodetic origin. 3. Complete utility circulation to establish services in each area. 4. Request quotations from Geotechnical Consultants for reports on the including a description of the proposed works. 5. The Consultant shall pay for Geotechnical Consultant's and invoice the Client accordingly. 6. Present design drawings at various completion stages for review with the Client. 7. Finalize design drawings and liaise with regulatory bodies and government agencies sufficient to obtain all necessary approvals and permits 8. Prepare tender documents and specifications for construction contract and a detailed cost estimate for the site. The Consultant will be responsible for providing all required copies of tender documents and drawings in order to tender the works. Twenty-five (25) sets of tender documents will be prepared and the Consultant shall bare all costs for the provision and reproduction of documents, drawings and plans. 9. Determine any road rerouting necessary to accommodate design and construction and notify appropriate agencies such as Police, Ambulance, Fire etc. 10. Consultants responsibilities as required by the Client to fulfill the obligations of the Stevens Road Extension Agreement attached in Schedule 'A'. 11. Advisory services consisting of the following: environmental studies appraisals preparation of rate structures research soils investigation programs other special consultation and advice 12. Detailed topographic surveys. (d) Evaluation of Tender and Recommendations for Award 1. Prepare and co-ordinate tender advertisements, including preparing tender ad. 2. Provide assistance and attend an on-site meeting during the tendering period to review the scope of work and provide responses to questions from prospective bidders attending the meeting. 3. Provide answers to questions from tenderers (bidders) throughout the tendering period, provide records of discussions and issue addenda, where required. 4. Evaluate tender submissions and verify Contractor's qualifications. 5. Prepare a summary report of the tender evaluations and make recommendation to the Client of the lowest acceptable bidder for Contractor selection. 6. Following review and approval by the Client for the selected Contractor, prepare all required contractual documents and issue the award of contract and notice to commence the work. 7. Prepare an agenda and arrange and attend a pre-construction meeting with the successful Contractor and the Client, utility companies and other essential authorities at the Client Offices. (e) Consultant's Services for Construction Administration on Municipal Proiect The Contractor is responsible for discharging his obligations under the terms and conditions of the construction contract and is responsible for the quality of work. The Consultant, on behalf of the Client, provides supervision of the Project during construction and protects the best interest of the Client at all times including safety, financial issues, quality of materials and workmanship, and aspects related to the general public. It is understood that only work which has actually been seen during examination of representative samples can be said to have been appraised, and comments on the balance of the work are assumptions based upon extrapolation. The Consultant shall fully administer and inspect all construction activities, which include, but are not limited to the following: General Review During Construction 1. Advise and direct the construction Contractor on the Consultant's interpretation of the drawings and specifications and issue supplementary details and instructions during the construction period as required. 2. Confirm and monitor the Contractor's construction schedule in conjunction with actual construction activities and comment on the procedures, methods and sequence of work. 3. Assess and advise on the validity of costs for additions to or deletions from the contract. 4. Maintain construction records, monitor and control project costs, and report on the progress of construction to the Client. 5. Provide liaison with residents as necessary, addressing concerns that may arise during or from the construction of the works. 6. Process Contractor's monthly payment certificates. Prepare substantial performance and final certificates. 7. Co-ordinate all bi-weekly site meetings during the construction period and provide all parties present and the Client with minutes of meetings. 8. Provide shop drawing review and review of proposed construction methods to ensure that the Contractor's work complies with all design requirements. 9. Advise with respect to alternative construction methods or materials proposed by the Contractor and prepare change orders for approval by the Director of Engineering Services. 10. Provide site inspection services to adequately control the accuracy and quality of the contract work. On site inspector shall have a minimum of five years relevant experience and be acceptable to the Director of Engineering Services. 11. Provide layout controls with offset stakes at agreed interval and establish working points for project. 12. Co-ordinate on site testing during construction to verify acceptability of materials and workmanship (provide records of such testing) by an authorized inspection and testing company ensuring material testing in accordance with the Client's Design Guidelines. The Consultant shall pay for sub-consultant testing costs and invoice the Client accordingly. 13. Meetings during construction Contract Administration - one (1) pre-construction meeting followed by on-site construction meetings bi-weekly or as required. Attendance by both the inspector and contract administrator is mandatory. 14. Preparation of the proposed allocation of costs between the Client and private interests, including advising with respect to the administration of extended financial arrangements, computation of principal and interest and preparation of accounts. 15. Preparation of special progress certificates and final certificates for subsidy payments, grants or rebates. Resident Staff Services Durina Construction Resident staff services will be provided by the Consultant on a full time basis. Such services include: 1. Provide reference line and elevation to the Contractor and, where necessary, check the construction Contractor's line and grade and provide documentation of such as required. 2. Report to the Client and make recommendations if the Consultant determines that the Contractor is not carrying out his work in accordance with the Contract Documents or that the Contractor's work does not satisfy the intent of the design or does not substantially conform with plans and specifications. 3. Arrange for or carry out all necessary field testing and inspection of materials and equipment installed. 4. Investigate, report and advise on unusual circumstances which come to the Consultant's attention during construction. 5. Provide all final inspections of the work at the conclusion of the construction period, as required for final acceptance of the project by the Client. 6. Prepare "as-built" drawings and provide the Client with one (1) copy of the information both in hard copy (mylars) and in digital format in UTM coordinates, NAD 1983, Zone 17. 7. Provide a final inspection at the end of the maintenance period to ensure that all work is in compliance with contracts. Provide recommendation to Owner on release of the Contractor's maintenance security. 8. Maintain sufficient data to determine periodic progress of the Project. 9. Review construction Contractor's request for payments as to progress, quantities of work completed and materials delivered to the site and advise the Client. 2.2 Services to be provided by Client Client's Services for General Municipal Proiect The Client shall provide the Consultant with the following Services, notwithstanding that, should the Client be unable to provide any of the Services hereunder, services under (1) may be assigned to the Consultant under Section 1.08. 1. Access to and, where necessary, copies of existing plans, profiles or other topographic information showing or pertaining to existing conditions within the Project area. 2. General direction of the Consultant in the provision of the Services and approvals from time to time as necessary during the currency of this Agreement. 3. Arrange and make provision for the Consultant's entry and ready access to property (public and private) as well as to the site of the Project, as necessary to enable him to perform his services. 4. Designate in writing an individual to act as his Representative who will transmit instructions to and receive information from the Consultant. The Consultant shall be entitled to rely upon the information, direction and approvals provided by the Client pursuant to clauses 1 through 4 hereof, inclusive, as being accurate in the performance of the Consultant's Services under this Agreement. ARTICLE 3 - FEES AND DISBURSEMENTS 3.1 Definitions For the purpose of this Agreement, the following definitions shall apply: (a) Cost of the Work: (i) The "Cost of the Work" shall mean the total cost of the Project including all materials, equipment, sales taxes, labour and contractor's overhead and profit, necessary to complete the work for which the Consultant prepares designs, drawings or specifications, for which he is responsible. Where sales taxes are not included in the cost of the work, the fee shall be adjusted upwards by the factor equivalent to the sales taxes. The adjusted fee may be computed to the nearest one-tenth of one percent (1/10%). (ii) Wherever the client furnishes labour or other service which is incorporated in the work, the current price of labour or other service when the work was executed shall be used to compute the Cost of the Work. (iii) Whenever used materials or equipment is furnished by or on behalf of the Client, the fair market value of such materials or equipment, as though it was purchased new, shall be used to compute the Cost of the Work. (iv) In computing the Cost of the Work, no deductions shall be made on account of any penalties or damages claimed by the Client from any contractor or on account of any other sum withheld from any contractor. (v) The Cost of the Work shall not include any fees and disbursements due to the Consultant, the Client's engineering and office expenses, or cost of land. (b) Site: Site includes the actual work site and other locations where the checking of materials, equipment and workmanship is carried out. 3.2 Basis of Pavment 3.2.1 Fees Calculated on a Percentage of Cost Basis The Client shall pay the Consultant fees to be calculated as a percentage of the Cost of the Work for normal projects as outlined in the Calculation of Fee table inclusive of reimbursable expenses as described in Article 3.2.4.: CALCULATION OF FEE TYPE OF SERVICE Services provided under Articles 2.1 (b), (c) & (d) PERCENTAGE 7% of actual cost of work as outlined in Article 3.1 10% of actual cost of work as outlined in Article 3.1 Services provided under Article 2.1 (e) 3.2. 2 Fees Calculated on a Time Basis The Client shall pay the Consultant a fee, calculated on a time basis, for that part of the Services not described in Article 2. Fees on a time basis for all staff shall be hourly rates based on job classifications as follows: APPENDIX "A" * HOURLY RATES APPLICABLE AS OF APRIL 1. 2007 CLASSIFICATION RATE PER HOUR $ 150.00 103.00 95.00 75.00 108.00 108.00 95.00 77.00 68.00 67.00 56.00 45.00 108.00 68.00 110.00 142.00 60.00 10.00 20.00 5.00 $ 2.00 / print $ 10.00/ mylar $ 0.48 /km Principal Engineer Senior Project Engineer Intermediate Engineer Junior Engineer Planning Manager Project Design Manager Technician 6 Technician 5 Technician 4 Technician 3 Technician 2 Technician 1 Project Construction Manager Field Inspector Survey Crew - 2 Man - 3 Man Clerical Total Station GPS System Cad Station Printing Mileage *These rates are subject to revision and do not include the Goods and Services Tax (G.S.T.) 3.2.2.2 Time Expended All time expended on the assignment, whether in the Consultant's office, at the Client's premises, or elsewhere, and including travel time, shall be chargeable. This also includes, but is not limited to, stenographic and clerical staff engaged in the preparation of documents such as reports and specifications. 3.2.4 Reimbursable Expenses Reimbursable Expenses shall include but not be limited to: vehicle use charges, travelling and living expenses, long distance telephone charges, facsimile transmission charges, printing and reproductions, progress photography, advertising for tenders, special delivery and express charges, overtime premium costs, supplies, and equipment, chemical and physical tests. 3.3 Payment 3.3.2 Fees Calculated on a Percentage of Cost Basis (a) Monthlv Payment The Consultant shall submit an invoice to the Client for that part of the design of the Project completed in the immediately preceding month calculated upon the basis of the Consultant's estimate of the cost of that part of the Project, and, if the Client agrees with such estimate and that such part has been completed, the Consultant will be paid the amount of the fee so invoiced. Interest at the annual rate of 12.0 percent (1.0 percent monthly) will be paid on the total outstanding unpaid balance commencing 30 days after the Client has received the Consultants' invoice. (b) On Award of Contract Following the award of the contract for the construction of the Project, the Consultant shall recalculate his fee on the basis of the tender quantities and prices on which the contract for the construction of the Project was awarded, plus the estimated cost of materials and other services supplied by the Client and upon such recalculation, the amount paid to the Consultant shall be adjusted to equal the full amount of the recalculated fee including the repayment by the Consultant of any overpayment made to the Consultant. (c) Delav of Award of Contract In the event the contract for construction of the Project is not awarded within .J.L months of the acceptance of the Design by the Client the final fee for design shall be determined as in paragraph (a) above, and paragraph (b) shall not apply. Further services for the Project beyond the 12 months will be undertaken on a time basis. (d) On Completion of the Work Following Completion of the Work, the Consultant shall recalculate his fee on the basis of the actual cost of the work and upon such recalculation the amount paid to the Consultant shall be adjusted to equal the full amount of the recalculated fee including the repayment by the Consultant of any overpayment to the Consultant. SIGNED, SEALED AND DELIVERED in the presence of: CONSULTANT The signatory shall have the authority to bind the corporation or company for purposes of this agreement Z9 za:; 7 THE CORPORATION OF The signatory shall have the authority to bind the municipality or its agency for purposes of this agreement ne~~or - -.... , C. Anne Greentree, Deputy Clerk STEVENS ROAD EXTENSION AGREEMENT THIS STEVENS ROAD EXTENSION AGREEMENT made as of the 151 day of March, 2006. BE TWE EN: PLAYERS BUSINESS PARK LTD. and (hereinafter called "Players") WEST DIAMOND PROPERTIES INC. (hereinafter called "West Diamond") (Both collectively hereinafter called "Players-West Diamond") OF THE FIRST PART - and - HALLOWAY HOLDINGS LIMITED (hereinafter called "Halloway") OF THE SECOND PART - and - THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter called the "Municipality") OF THE THIRD fART WHEREAS: A. Players-West Diamond and Halloway (hereinafter sometimes referred to collectively as the "Owners" and individually as an "Owner"), respectively, are the owners of certain lands, portions of which are located in the Bowmanville West Town Centre designated by the Municipality's proposed Official Plan Amendments 43 and 44 ("OPA 43" and "OPA 44"). OPA 43 and OP A 44 were adopted by the Municipality's Council at its meeting on March 1, 2006. These lands are designated "General Commercial" and "Street-Related Commercial" by OP A 44. -2- They are referred to individually as the "Owner's Commercial Lands" and collectively as the "Owners' Commercial Lands". Copies of OPA 43, OPA 44 and Zoning By-law Amendments 2006-046 and 2006-047 are contained in Schedule "A" to each of the Principles of Understanding referred to in Recital D ofthis Agreement; B. The titles to the Owners' Commercial Lands referred to in Recital A are registered in the Land Registry Office for the Land Titles Division of Durham (No. 40) and comprise portions of the lands identified by the following Property Identification Numbers ("PIN"): PIN # 26612-0113 26612-0114 26612-0024 26613-0106 26613-0107 26613-0033 26613-0034 26613-0035 Owner Players West Diamond Players Halloway Halloway Halloway Halloway Halloway C. This Agreement deals with the construction of the planned Stevens Road Extension between Durham Road 57 and Green Road. It is shown on Map "B" attached to proposed OPA 44; D. Players-West Diamond and Halloway, respectively, have entered into separate Principles of Understanding with the Municipality which were made as of March 1, 2006 regarding the development of their respective portions of the Owners' Commercial La..llds and certain other matters; E. Each of the Principles of Understanding referred to in Recital D provides for its unwinding in the circumstances set out in paragraph 2 of each of the Principles of Understanding and also provides for their termination under certain circumstances as set out in paragraph 22 of the Halloway Principle of Understanding and paragraph 23 of the Players-West Diamond Principles of Understanding; -3- F. The term "Final Approval" when used in this Stevens Road Extension Agreement has the same meaning as it has in the two Principles of Understanding referred to in Recital D, except that when the term "Final Approval" is used in this Agreement in reference to an Owner's Commercial Lands, it shall be deemed to refer to the lands owned by that Owner in respect of whose lands the Principles executed by that Owner apply, and when the term "Final Approval" is used in this Agreement in reference to the Owners' Commercial Lands, it shall be deemed to refer to the lands to which the combination of the lands referred to in both of the Principles apply; G. The term "Total Floor Area" has the same meaning as it has' for the purposes of the Municipality's Zoning By-law, By-law 84-63, as amended, except that in the case of lands within a Large Format Commercial (C8) Zone established by Zoning By-law Amendment 2006- 047, the area of a permitted "garden centre" as defined in section 22A.l (a)(vi) which is added to the aforesaid By-law 84-63 by section 2 of Zoning By-law Amendment 2006-047, shall be excluded from the calculation of the total floor area of buildings or structures, provided that the required parking is provided; and H. The execution of this Stevens Road Extension Agreement by the Mayor and Municipal Clerk is authorized by By-law 2006-051 passed by the Municipality's Council at its meeting on March 1, 2006, NOW THEREFORE in consideration of the premises herein contained and the sum of TWO DOLLARS ($2.00) and other good and valuable consideration (the receipt whereof by each of the Parties is hereby acknowledged) each of the Parties covenants and agrees with the other Parties as follows: RECITALS 1. Each of Recitals A to G is hereby incorporated into the operative part of this Stevens Road Extension Agreement and each shall be construed as covenants contained in this Agreement. -4- FINANCING. TIME OF CONSTRUCTION AND MAINTENANCE AND REPAIR OF DEVELOPER- FUNDED SECTION OF STEVENS ROAD EXTENSION 2. (a) Players-West Diamond and Halloway, respectively, shall pay to the Municipality the cost of construction of the Stevens Road Extension between Green Road and Clarington Boulevard (the "Developer-Funded Section") as provided in this Agreement. (b) The Municipality shall be responsible to undertake the design and construction of both the Developer-Funded Section and the Municipally-Funded Section of the Stevens Road Extension and shall commence construction of them at the time specified in paragraph 3, provided that Players-West Diamond and/or Halloway provide the Municipality with the funds required for the design and construction of the Developer-Funded Section as provided for in this Agreement. The Municipality acknowledges that it shall be responsible for the maintenance and repair of the Stevens Road Extension at its cost, unless and until it is pennanently closed as a public highway, and the Owners shall not be responsible for the maintenance and repair ofthe Stevens Road Extension. CONSTRUCTION OF MUNICIPALLY-FUNDED SECTION OF STEVENS ROAD EXTENSION FROM DURHAM ROAD 57 TO CLARINGTON BOULEVARD 3. The Municipality acknowledges that it will acquire any necessary land and construct at its cost the section of the Stevens Road Extension between Durham Road 57 and Clarington Boulevard ("Municipally-Funded Section"). It will not require Players-West Diamond and Halloway to contribute to the cost of the Municipally-Funded Section other than pursuant to the Development Charges By-law 2005-108 of the Municipality or the annual tax levy of the Municipality. Construction of the Municipally-Funded Section will be commenced by the Municipality as soon as is reasonably practicable after the later to occur of the date on which Final Approval of OPA 43, OPA 44, Zoning By-law Amendments 2006-046 and 2006-047as they apply to either of the Owner's Commercial - 5 - Lands or the Owners' Commercial Lands is received, and the date on which an Owner gives the Municipality written notice that it intends to develop a "Large Format Retail Store" containing a minimum of 2,600 square metres of Total Floor Area on any portion of the Owner's Commercial Lands and waives its right to terminate the Principles of Understanding which it has executed with the Municipality. COST OF CONSTRUCTION OF DEVELOPER-FuNDED SECTION 4. The parties acknowledge that the current estimated cost of constmction of the section of the Stevens Road Extension between Clarington Boulevard and Green Road ("Developer- Funded Section") to an ''Urban Profile" (as defined in Schedule "A" hereto) ("Urban Profile Works") is Five Hundred Ninety-Six Thousand One Hundred and Thirty-Six ($596,136.00) Dollars ("Urban Profile Works Cost Estimate"). The current estimated cost of construction of the Developer-Funded Section to a "Rural Profile" as defined in Schedule "B" hereto ("Rural Profile Works") is Three Hundred Twenty-One Thousand Six Hundred and Forty-Four ($321,644.00) Dollars ("Rural Profile Works Cost Estimate"). The assumptions used for the calculations of the Urban Profile Works Cost Estimate and the Rural Profile Works Cost Estimate are set out in Schedule "c" hereto. OWNERS' PAYMENTS TO BE SECURED BY PERFORMANCE GUARANTEE 5. The performance guarantee ("Performance Guarantee") referred to in this Stevens Road Extension Agreement to be provided by each Owner pursuant to this Agreement to secure obligations to the Municipality hereunder shall either be cash (which shall be deposited in a segregated reserve account by the Municipality) or an irrevocable and unconditional letter(s) of credit issued by a bank listed in Schedule I or II of the Bank Act in a fonn and containing terms and conditions that are acceptable to the Municipality's Director of Finance. The amount of each Owner's Performance Guarantee shall be as provided for in this Agreement and shall be adjusted from time to time as provided in this Agreement. - 6- NOTICES RESPECTING THE DEVELOPER-FuNDED SECTION 6. Prior to or concurrently with the enactment by the Municipality (or if an appeal is made respecting the removal of the H (Holding) symbol to the Ontario Municipal Board, by the Board) of any amendment to Zoning By-law Amendment 2006-047 to remove the H (Holding) symbol from any portion of the Owners' Commercial Lands on which a Large Format Retail Store is permitted, such Owner (the "Initiating Owner") shall give written notice (the "First Notice") to the other Owner and the Municipality stating that it intends to provide the funding for the construction of the Developer-Funded Section. Within fifteen (15) days after the First Notice is given, the other Owner to whom the First Notice is given (the "Responding Owner") shall give written notice (the "Second Notice") to the First Owner and the Municipality stating whether it will: (a) provide its share of the funding of the Urban Profile Works Cost Estimate in accordance with paragr.aph 7 (the "Urban Profile Option''); or (b) pay the costs of upgrading the Developer-Funded Section from a Rural Profile to an Urban Profile in accordance with paragraph 9 (the "Rural Profile Option"). If the Second Notice is not delivered within such fifteen (15) day period, the Responding Owner shall be deemed to have selected the Rural Profile Option. FuNDING REQUIRED FOR URBAN PROFILE OPTION 7. If the Responding Owner selects the Urban Profile Option, then each Owner shall be responsible to pay to the Municipality fifty per cent (50%) of the costs of the design and construction of the Urban Profile Works, and shall, not later than thirty (30) days following the date that the First Notice is delivered, deposit with the Municipality a Performance Guarantee in an amount equal to fifty per cent (50%) of the Urban Profile Works Cost Estimate which shall be used by the Municipality to pay such costs in accordance with paragraph 13 of this Agreement. -7 - FuNDING REQUIRED FOR RURAL PROFILE OPTION 8. In the event that the Responding Owner selects the Rural Profile Option, then the Initiating Owner shall be responsible to pay to the Municipality the costs of the design and construction of the Rural Profile Works. Not later than thirty (30) days following the date that the First Notice is delivered, the Initiating Owner shall deposit with the Municipality a Performance Guarantee in an amount equal to one hundred per cent (100%) of the Rural Profile Works Cost Estimate which shall be used by the Municipality to pay such costs in accordance with paragraph 13 of this Agreement. FUNDING REQUIRED TO UPGRADE RURAL PROFILE TO URBAN PROFILE 9. If the Responding Owner selects the Rural Profile Option, then the Responding Owner shall be responsible to pay to the Municipality one hundred (100%) per cent of the costs of upgrading the Developer-Funded Section from a Rural Profile to an Urban Profile (the "Rural to Urban Upgrade Works"), and shall deposit with the Municipality a Performance Guarantee in an amount equal to the one hundred (100%) per cent of the estimated costs thereof (the "Rural to Urban Upgrade Works Cost Estimate") prior to the submission of an application to the Municipality to amend Zoning By-law Amendment 2006-_ to remove the H (Holding) symbol from any portion of the Owner's Commercial Lands of the Responding Owner. REVISED WORKS COST ESTIMATES AND ADDITIONAL PAYMENTS 10. (a) Prior to the payment to the Municipality of the As-Constructed Costs of the Urban Profile Works, the Rural Profile Works, or the Rural to Urban Upgrade Works as contemplated by this Agreement; the Municipality's Director of Engineering Services may from time to time give written notice to each of Players- West Diamond and Halloway respectively, of his revised cost estimate for the construction of the Urban Profile Works ("Urban Profile Revised Works Cost Estimate"), the Rural Profile ("Rural Profile Revised Works Cost Estimate") - 8 - and/or the Rural to Urban Upgrade Works ("Rural to Urban Upgrade Revised Works Cost Estimate"), together with an explanation of the reason for the revised cost estimate. The amount to be paid for the design and construction of the Urban Profile Works, the Rural Profile Works and/or the Rural to Urban Upgrade Works and the amount of each Owner's required Performance Guarantee shall be deemed to be the amount of any Urban Profile Revised Works Cost Estimate, Rural Profile Revised Works Cost Estimate or Rural to Urban Upgrade Revised Works Cost Estimate, as the case may be. Following the giving of notice pursuant to this paragraph, the latest Urban Profile Revised Works Cost Estimate, the latest Rural Profile Revised Works Cost Estimate and/or the latest Rural to Urban Upgrade Revised Works Cost Estimate shall be deemed to be the Urban Profile Works Cost Estimate, the Rural Profile Works Cost Estimate and the Rural to Urban Upgrade Works Cost Estimate, as the case may be, for the purposes of this Agreement. (b) If the Municipality's Director of Engineering Services gives to the Owners written notice of the Urban Profile Revised Works Cost Estimate subsequent to the Owners having deposited Performance Guarantees with the Municipality pursuant to paragraph 7, then each Owner shall deposit with the Municipality an additional Performance Guarantee in an amount equal to fifty (50%) per cent of the amount of the increase in the Urban Profile Works Cost Estimate within thirty (30) days of such notice. (c) If the Municipality's Director of Engineering Services provides to an Owner written notice of a Rural Profile Revised Works Cost Estimate or a Rural to Urban Upgrade Revised Works Cost Estimate subsequent to the responsible Owner having deposited a Performance Guarantee with the Municipality pursuant to paragraph 8 or 9, as the case may be, then the responsible Owner shall deposit with the Municipality an additional Performance Guarantee in an amount equal to one hundred (100%) per cent of the amount of the increase in the Rural Profile Works Cost Estimate or the Rural to Urban Upgrade Revised Works Cost Estimate, as the case may be, within thirty (30) days of such notice. - 9- AS-CONSTRUCTED COSTS 11. Upon completion of the Urban Profile Works, the Rural Profile Works or the Rural to Urban Upgrade Works, as the case may be, the Municipality's Director of Engineering Services shall give Players-West Diamond and Halloway written notice that the Stevens Road Extension has been completed and dedicated as a public road by By-law passed pursuant to the Municipal Act, 2001 ("Completed"). No later than the ten (10) days following the date on which this written notice is given to the Owners, the Municipality's Director of Engineering Services shall give written notice to Players-West Diamond and Halloway of the as-constructed costs thereof. If the as-constructed costs exceed the Urban Profile Works Cost Estimate, the Rural Profile Works Cost Estimate, or the Rural to Urban Upgrade Works Cost Estimate, whichever is applicable, forthwith after written demand is given to it by the Municipality the Owner that is responsible for the costs thereof pursuant to paragraph7, 8 or 9, shall pay the Municipality any amount by which such as-constructed costs exceed the Urban Profile Works Cost Estimate, the Rural Profile Works Cost Estimate, or the Rural to Urban Upgrade Works Cost Estimate, as the case may be ("As-Constructed Payment"). If the as-constructed costs are determined by the Municipality's Director of Engineering Services to be less than the Urban Works Cost Estimate, the Rural Profile Works Cost Estimate or the Rural to Urban Upgrade Works Cost Estimate, whichever is applicable, the Municipality shall return any Performance Guarantee not required for the payment of the design and construction costs of the Urban Profile Works, the Rural Profile Works or the Rural to Urban Upgrade Works within thirty (30) days after written notice is given pursuant to this paragraph by the Director to the Owner or the Owners, as the case may be. MUNICIPALITY TO CONSULT WITH OWNERS 12. The Municipality will consult with the Owners or their consulting engineers in respect of the design of and preparation of the tender documents for the Urban Profile Works, the Rural Profile Works and the Rural to Urban Upgrade Works, and in respect of any extras or change orders requested to the construction contracts therefor. During regular business - 10 - hours of the Municipality, at a time to be arranged with the Municipality's Director of Engineering Services in advance not less than one (1) week prior to the call for tenders by the Municipality or prior to the issuance of a change order or extra to the construction contract, as the case may be, the Owners shall be given the opportunity to inspect such plans and documentation as may be reasonably required for such consultation. USE OF FUNDS BY THE MUNICIPALITY 13. (a) The Municipality shall: (i) use the performance Guarantee and the As-Constructed Payments provided by the Owners in respect of the Urban Profile Warks Cost Estimate only to pay for costs actually incurred in respect of Urban Profile Works, and shall pay fifty per cent (50%) of each such cost incurred from the Performance Guarantees and/or the As-Constructed Payments provided by each Owner; (ii) use the Performance Guarantee and As-Constructed Payments provided by the Initiating Owner in respect of the Rural Profile Works Cost Estimate only to pay for costs actually incurred in respect of Rural Profile Works; and (iii) use the Performance Guarantee and As-Constructed Payments provided by the Responding Owner in respect of the Rural to Urban Upgrade Works Cost Estimate only to pay for costs actually incurred in respect of Rural to Urban Upgrade Works. (b) During regular business hours of the Municipality, at a time to be arranged in advance with the Municipality's Director of Engineering Services, the Owners may inspect copies of such documentation as may be reasonably required to verify the costs so incurred by the Municipality (including copies of invoices, approved purchase orders and/or certified progress certificate in respect of such costs). - 11 - CONSEQUENCES OF DEFAULT 14. In the event that either or both of Players-West Diamond and Halloway fail to provide any Performance Guarantee or make any payments to the Municipality required pursuant to this Agreement within the time periods required herein, the Owner in default shall not apply for or require the issuance of any permit for the construction of or occupancy by or occupy any Large Format Retail Store on any portion of the said Owner's Commercial Lands pursuant to the Ontario Building Code Act until such Performance Guarantee or payments (including the payment of any interest that has accrued pursuant to paragraph 15) have been fully deposited or made. UNPAID MONIES 15. Except as otherwise provided in this Agreement, the due date of any money payable under it, unless a different due date is specified in this Agreement, shall be ten (10) days after the date of the giving of written notice by the Municipality to Players-West- Diamond and/or Halloway, as the case may be. Where an Owner is in default in respect of such payment, interest shall be calculated and be paid to the Municipality by the Owner in default on all sums for the Owner is in default at the same rate, and in the same manner, and at the same time as is the case with municipal taxes which are in arrears at the date on which the default in question commences. OBLIGATIONS NOT JOINT 16. The obligations of each of Players-West Diamond and Halloway under this Stevens Road Extension Agreement are several, and not joint or joint and several. - 12- CONDITION TO CONSENT TO DIVIDE OR APPROVAL OF DRAFT PLAN 17. Players-West Diamond and Halloway hereby irrevocably consent to the imposition of a condition by the Region of Durham Land Division Committee on an application for provisional consent to divide their respective lands comprising a portion of the Owners' Commercial Lands or by the approving authority under the Planning Act on the approval of a draft plan of subdivision which would divide any such lands into lots or blocks, requiring the deposit of the Performance Guarantee required by paragraphs 7, 8 and 9 of this Agreement. ACTING REASONABLY 18. All discretionary decisions of officials of the Municipality and the Municipality which are referred to in this Agreement shall be deemed to be qualified by the words "acting reasonably". ASSUMPTION AGREEMENT REQUIRED 19. (a) Players- West Diamond and Halloway severally covenant and agree with the Municipality that until the Performance Guarantees required by paragraph 7 of this Agreement are deposited with the Municipality, it shall be a general and indispensable condition of any sale, mortgage or charge or a lease for a term including entitlement to renew of21 years or more either of the whole or anyone or more portions of the Owners' respective lands or any assignment or sublease of such a leasable interest with an unexpired term including entitlement to renew of 21 years or more of the whole or anyone or more portions of such lands, that each proposed transferee, mortgagee, chargee, lessee, assignee or sub-lessee, as the case may be, has entered into an agreement with the Municipality prior to and conditional on the transaction in question taking place assuming each of their obligations and covenants provided for in this Agreement ("Assumption Agreement"). Where a mortgage, charge, lease, assignment of lease or sublease of a leasehold interest is given by way of security for financing then such mortgagee, - 13 - chargee, lessee, assignee or sub-lessee, thereunder shall not be bound to assume Players', West Diamond's, Halloway's or an assuming party's ("Assuming Party") as the case may be, obligations and covenants, unless and until such mortgagee, chargee, lessee, assignee or sub-lessee takes possession or control of the property pursuant to such security. Where the obligations and covenants of a party to this Agreement other than the Municipality have been assumed unconditionally by a transferee, lessee, assignee or sub-lessee, as the case may be, who has acquired all or a portion of the Owner's Commercial Lands and has entered into an Assumption Agreement with the Municipality, then the Owner is hereby released from its obligations and covenants hereunder to the extent that such obligations and covenants have been so assumed. (b) Concurrent with the delivery of this Agreement by each of Players, \Vest Diamond and Halloway to the Municipality, each of them shall deliver to the Municipality an application duly executed by such Owner in registerable form and containing such terms as the Municipality's Solicitor, acting reasonably, requires made pursuant to section 118 of the Land Titles Act to restrict the transfer, charge or lease, assignment of lease or sub-lease of a leasehold in one of the Owner's Commercial Lands or any portion thereof without the prior written consent of the Municipality. The Owner or an Assuming Party, as the case may be, shall request the consent of the Municipality by notice in writing given to the Municipality not later than three (3) weeks prior to the date specified in the notice of a proposed transfer, mortgage, charge, lease, assignment of lease or sublease of a leasehold interest, as the case may be. The written consent of the Municipality shall be granted and the Municipality shall notify the Land Registry Office of that fact prior to the date of the proposed transfer, mortgage, charge, lease, assignment or sub-lease of a leasehold interest, as the case may be, provided that (i) the P"O"-';C"1I"\nC' nf ..."r~n-r..n"\'h 1 Q(,,) 13'-J3, ("I1'3"1("1-h~r1 ~nd (1-;\ 11"" nt:Jor-~C'C'a""T A. ""l11'"Y\'1"\t;n.n .1 V.1~.1VU.1O;) v pu U6J.UPJ.1. .l.J '" u..L\oI ~u."'.1"'..I..1\,1u., (..I.,lJ. \.1) u.J.J.J .U.\J,,",\J\o.;JUu.J..J .L ~1.:hJ'..UU.p\..1V.l Agreement has been made by the proposed transferee, mortgagee, chargee, lessee, assignee or sub-lessee, as the case may be. - 14- (c) On the deposit with the Municipality of the Performance Guarantees required in paragraphs 7 or 8 and 9, whichever is(are) applicable, paragraphs 19(a) and 19(b) shall terminate and have no further force or effect and the Municipality shall cooperate with and execute any necessary documents prepared by the Owners in their application to expunge the Notice under section 118 of the Lands Titles Act from the title to the Owners' respective lands. Any necessary reference plan of surveyor amendment thereto required to accomplish this end shall be prepared and deposited on title at the cost of the Owner or an Assuming Party, as the case may be. NOTICE 20. If any notice or other document is required to be or may be given by the Municipality or by any official of the Municipality to the Owners by this Agreement, or by an Owner to the Municipality, such notice shall be transmitted by telefax, mailed by first class prepaid post or delivered to: The Owners: Players- West Diamond: c/o West Diamond Properties Inc. 30 Floral Parkway Concord, ON UK 4Rl Attention: Mr. Robert DeGasperis and: c/o Players Business Park Ltd. 1700 Langstaff Road Suite 2003 Concord, ON L4K 3S3 Attention: Mr. Bruce Fischer and: Halloway: Halloway Holdings Limited. 177 Nonquon Road "oth .....'0 k 1'1 or Oshawa, ON LI G 3S2 - 15 - OR, To the Municipality: The Municipality of Clarington 40 Temperance Street Bowmanville, ON LIC 3A6 Attention: Director of Planning Services Fax: 905-623-0830 or such other telefax number or address of which either party has notified the other party in writing. Any such notice telefaxed or mailed or delivered shall be deemed good and sufficient notice under the terms of this Agreement and if telefaxed or delivered prior to 4:30 p.m. on any business day (excluding Saturdays, Sundays and statutory holidays) shall be deemed to have been received at the time of delivery or transmission and if mailed by pre-paid registered mail, it shall be deemed to have been received on the third business day (excluding Saturdays, Sundays and statutory holidays) following the mailing thereof. Notwithstanding the foregoing, in the event that it may be reasonably anticipated that due to Force Majeure any notice will not be received within the time limit set out above, then such notice shall be sent by an alternate means of transportation which may reasonably be anticipated will cause the notice to be received reasonably expeditiously by the addressee. FORCE MAJEURE 21. "Force Majeure" means any delay for the duration of the delay which is imposed by reason of strikes, lockouts, riots, wars or acts of military authority, acts of public enemies, sabotage, epidemics, washouts, nuclear and radiation activity or fallouts, rebellion or civil commotion, fire or explosion; flood, wind, water, earthquake or other casualty, or an Act of God and any act, omission or event whether of the kind herein enumerated or otherwise not within the control of the Owners, none of which has been caused by the deliberate default or act or omission by such party and none of which has been avoidable by the exercise of reasonable effort or foresight by such party. The Owners shall notify the Municipality of the commencement, duration and consequence (so far as the same is within the knowledge of the Owners) of any Force Majeure - 16- affecting the performance of any of its obligations hereunder within thirty (30) days of such knowledge. UNWINDING OR TERMINATION OF AGREEMENT 22. (a) If both the Principles of Understanding dated March 1, 2006 between Players- West Diamond, 1613881 and the Municipality and the Principles of Understanding also dated March 1, 2006 between Halloway and the Municipality unwind or terminate as provided therein, save for the provisions of this paragraph 22, this Stevens Road Extension Agreement shall unwind and shall have no further effect on the day on which the latest of such Principles of Understanding to unwind or to terminate, unwinds or terminates. If this Agreement unwinds, no later than sixty (60) days after the date on which this Stevens Road Extension Agreement unwinds, the Performance Guarantees provided to the Municipality to the extent that they have not been used in accordance with this Agreement will be returned without interest by the Municipality to the party who paid them to the Municipality. (b) If one only but not both of the Principles of Understanding between Players, West Diamond, 1613881 and the Municipality and the Principles of Understanding between Halloway and the Municipality unwinds or terminates pursuant to its provISIons: (i) the provisions of this Stevens Road Extension Agreement shall continue to apply, save that all references to and to the duties of the party to the Principles of Understanding which has unwound or terminated shall be deemed to be references to the party to the Principles of Understanding that has not unwound or terminated and remains in effect. All necessary changes to this Stevens Road Agreement shall be deemed to have been made in order to give effect to the intent of this paragraph 22(b )(i); and (ii) the Owner respecting whose Principles of Understanding with the Municipality have not unwound or terminated, shall be responsible to pay - 17 - for the costs of constructing the Rur~l Profile Works pursuant to paragraphs 8, 10 and I I , and on payment of the Performance Guarantee to the Municipality as provided in paragraphs 8 and 10 and any amount required to be paid to the Municipality pursuant to paragraph 11, that Owner shall be deemed to be released from its duty to pay an amount equal to one-half the cost ofthe Urban Profile Works. (c) If an Owner's Principles of Understanding has unwound or terminated, the Municipality shail execute at that Owner's request such documents prepared by the Owner as are necessary to remove the registration of this Agreement or Notice thereof and the Notice under section 118 of the Land Titles Act referred to in paragraph 19(c) from the title to that Owner's Commercial Lands. (d) For the purposes of this paragraph 22, the Players-West Diamond Principles of Understanding shall be deemed to have terminated upon the delivery by Players- West Diamond or the Municipality of a notice of termination in accordance with the provisions of paragraph 23(a) of the Players-West Diamond Principles of Understanding, and the Halloway Principles of Understanding shall be deemed to have terminated upon the delivery by Halloway or the Municipality of a notice of termination in accordance with the provisions of paragraph 22(a) of the Halloway Principles of Understanding. REGISTRA nON 23. The parties hereto other than the Municipality consent to the registration of a Notice of this Agreement as a charge against the tide to the Owners' Commercial Lands. Forthwith after an Owner has satisfied its obligations pursuant to this Agreement, the Municipality shall execute at the Owner's written request, such documents prepared by that Owner as are necessary to remove the registration of this Agreement or Notice thereof from title to that Owner's Commercial Lands. - 18 - TERMINATION OF AGREEMENT 24. Without derogating from paragraph 22 and except paragraphs 11 and 15 which shall survive its termination under this paragraph 24, this Agreement shall terminate on the day on which written notice that the Stevens Road Extension has been Completed is given by the Municipality's Director of Engineering Services pursuant to paragraph 11. Without derogating from the provisions of paragraph 23, forthwith thereafter the Municipality shall execute at the Owner's written request, such documents prepared by that Owner as are necessary to remove the registration of this Agreement or Notice thereof and the Notice under section 118 of the Land Titles Act referred to in paragraph 19(c) from the title to that Owner's Commercial Lands. TIME OF THE ESSENCE 25. Time is of the essence oftrus Agreement. AUTHORITY OF MUNICIPALITY 26. Players, West Diamond and Halloway acknowledge and agree that the Municipality has authority to enter into this Agreement, that every provision hereof is authorized by the law and fully enforceable by the parties, and that this Agreement is executed by the Municipality in reliance on the acknowledgement and agreement of Players, West Diamond and Halloway as aforesaid. STATUS STATEMENT 27. Within ten (10) days of receiving a written request from any Owner, the Municipality shall provide a written statement either confirming that the requesting Owner is in good standing and not in default of any provisions of this Agreement, or setting out the manner and extent to which such requesting Owner is in default. The statement shall also - 19 - confirm the total amounts of the Performance Guarantee and payments that have been made by the requesting Owner to the Municipality pursuant to this Agreement. FURTHER ASSURANCES 28. The parties hereby covenant and agree to forthwith execute and provide all further documents, instruments and assurances as may be necessary or required in order to carry out (and give effect to) the true intent of this Agreement, and to effect the registration against and release from title to the lands subject to this Agreement of such notices or other instruments in accordance with the provisions of this Agreement. ENUREMENT 29. This Agreement shaH enure to the benefit of and be binding on the Parties hereto, and their respective successors and assigns. COUNTERP ART EXECUTION 30. This Agreement may be executed in counterparts. - 20- IN WITNESS WHEREOF the Parties hereto have hereunto have set their hands and seals the day and year first above written and the Parties hereto have hereunto affixed their corporate seals by the hands oftheir proper officers duly authorized in that behalf. . SIGNED, SEALED AND DELIVERED in the presence of: ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON a~ WEST DIAMO PERTIES INC. Name: Name: Title: Title: Name: Name: Title: Title: GS J:m. [.., M ,1 f: 0 v A;/ SCHEDULE "A" Developer-Funded Section of Steven Roads Extension - Urban Profile The tenn "Urban Profile" means the following: Roads and Storm Sewers 1. Site Preparation 2. Earth Excavation (lm depth) 3. Granular 'A' (150mm) 4. Granular 'B' (450mm) 5. 40mm HL3 6. 80m.rn HL8 7. Curb and Gutter 8. Subdrain 9. Storm Sewer Pipe 10. Catch Basins 11. Catch Basin Leads 12. Storm Sewer Manholes 13. Contingencies 14. Design 15. Contract Administration Streetscape 1. Decorative Street Lights 2. Concrete Sidewalk 3. Concrete Sidewalk (2.0m Width) 4. Topsoil 5. Trees 6. Contingencies 7. Design 8. Contract Administration SCHEDULE "B" Developer-Funded Section of Stevens Road Extension - Rural Profile The term "Rural Profile" means the following: Roads and Storm Sewers 1. Site Preparation 2. Earth Excavation (1m depth) 3. Granular lA' (150mm) 4. Granular IB' (450mm) 5. 40mm HL3 6. 80mm HL8 7. Storm Sewer Pipe 8. Catch Basins 9. Catch Basin Leads 10. Storm Sewer Manholes 11. Contingencies 12. Design 13. Contract Administration Streetscape 1. Decorative Street Lights 2. Topsoil and Sod 3. Contingencies. 4. Design 5. Contract Administration SCHEDULE "C" Urban Profile Works Cost Estimate and Rural Profile Works Cost Estimate (Attached) W l- e:( :E i= en w I- e:(C/) wO 0:::0 <(z Z...JO 0<(- 1-0:::1- C)I-frl Z Z (.1) Q2Wc :30<( ",3:0 -<CO::: LL:EZ Ol-<C ~CI)OO _~o::: ..J:>::J <CWZ a:...J0 O...J- --C/) Z>Z ::JZW ~~t< 3:W 00 m<C o 0::: I. en' z W > W l- f/) I (I) o ... :J o en en c .- "C C :J U. C)~ .5 c 'e .- :J E g ~.~ __0 _ 0 c CI) ns (I) o - en o a .5 eo 1: - -0 .(1) c o' :2:.~ ... II) (1) (1) D..O 'e= ns IC)- o c E 0::: (1) .- ...J c o .. c- 'i: (,,) UJ (1) o c ... 0 (I) ._ a..... o ::J -.Q (I) .- >b (I) C co (,,) c o .... 0)' cQ .~ c ns (3 - ... S0 o 0 1-0 ClS.... (,) U) .so (1)0 (I) ~g, g ~ E . '- ~( .c o (1)- "cO) _ C en 'C c..!! 00 -; 0 'e- ns" I o ns j 0::: 0 II)~ c c (I) (I) > (I) (I) '- -(!) ~ E o 0 c.t: ~:: 00'0 2 0:: '- - en ClS CI) ... > ~ - ~ 0=:; o .!! 0 .!><;t\ 101.(1)1oloii CD ("') ~ CD Q') It) ~ o ,..... ,..... T"" ~ o ~ to ~ o to T"" ~ ~ ~I ("')1 . i "C : > co c o +J C) C 'C ~ o o +J "0 0:: s:: a) Q) 1(5 <0 (t') T"" <0 m It) ~ II i I I i s o I- "C c I! (!) .I I I I \ 21-Sep-05 MUNICIPALITY OF CLARINGTON BOWMANVILLE WEST MAIN CENTRAL AREA UNIT COST PER METRE TO CONSTRUCT STEVENS ROAD 9.5m WIDTH URBAN SECTION item Spec. Description of Item Estimated Unit Unit Price Total No. . No. Quantitv ROADS & STORM SEWERS 1. SITE PREPARATION --- ---- --- $10.00 2. 0 EARTH EXCAVATION (1m depth) 10.90 CU.M. 8.00 $87.20 3; GRANULAR 'A' (150mm) 3.76 T 18.00 $67.72 4. GRANULAR 'B' (450mm) 11.87 T 12.00 $142.44 5. 0 40mm HL3 1.02 T 65.00 $66.57 I 6. 80mm HL8 2.05 T 57.00 $116.75 7. CURB & GUTTER 2.00 M 45.00 $90.00 8. SUBDRAIN 2.00 M 10.00 $20.00 9. STORM SEWER PIPE 0.67 M 200.00 $134.00 10. CATCH BASINS 0.03 EA 1800.00 $48.24 11. CATCH BASINS LEADS 0.13 M 125.00 $15.91 12. STORM SEWER MANHOLES 0.02 EA 4000.00 $67.00 TOT AL ROADS & STORM $865.82 USE $900.00 / Contingencies 10.00% $86.58 Design 7.00% $60.61 Contract Administration 10.00% $86.58 TOTAL ROADS AND STORM $1,099.60 Pius 5% 2006 Cost Estimate $1,160.00 I I I I 21-Sep-05 MUNICIPALITY OF CLARINGTON BOWMANVILLE WEST MAIN CENTRAL AREA STEVENS ROAD STEETSCAPE TREATMENT - TYPE 1 - FULL TREATMENT Item Spec.' Description of Item J:stimatec Unit ~nit PricE Total No. No. Quantitv ..- STREETSCAPE 1. DECORATIVE STREET LIGHTS 0.03 EA 5000.00 $165.00 2. TREE GUARDS 0.00 EA 400.00 $0.00 3. TREE GRATES 0.00 EA 800.00 $0.00 4. BENCHES 0.00 EA 1200.00 $0.00 5. TRASH RECEPTICALS 0.00 EA 800.00 $0.00 6: BIKE RACKS 0.00 EA 400.00 $0.00 7. SIGNAGE 0.00 L.S. ---- $0.00 8. CONCRETE SIDEWALK 2.00 M2 45.00 $90.00 9. PRECAST PAVERS (PEDESTRIAN) 0.00 M2 85.00 $0.00 10, PRECAST PAVERS (VEHICULAR) 0.00 M2 95.00 $0.00 11. CONCRETE SIDEWALK (2.0m WIDT 2.00 M2 45.00 $90.00 11. TOPSOIL 1.12 M3 20.00 $22.33 12. TREES 0.17 EA 450.00 $74.35 SODDING 5.50 M2 2.50 $13.75 SUB-TOTAL STREETSCAPE CONSTRUCTION $455.43 Contingencies 10.00% $45.54 Design 7.00% $31.88 Contract Administration 10.00% $45.54 TOTAL STREETSCAPE $578.39 Plus 5% 2006 Cost Estimate $610.00 W I- < :E i= rJ) W I- <CI) wO 0::0 <z Z..JO 0<- 1-0::1- C)I-fd ZZCI) ii:~c ::) Z'<( 0-0 <0:::: U-:'!:..J Ol-~ ~m::> ::i3:O:::: ct.wz -..JO O..J- _-CI) z>z ::>Zw :e<t- :EX 3:W 00 'm < o 0:: en Z w > W I- en Q) o ... :s o CI) en c: :0 c :s u. c: ... 0 CD ._ 0.- o ~ _.0 CD .t: >- Q) c: o 0 o c: o - . 0)0 C . .t: 0 ..!!l o ~ -- CII)C'CSII) Cl.!!! -0 00 .- Co) mc:t- c~ CI C Q) c:p .- C 0. 'Oo~_ 20 J!3 ~ .E ~ m 0 ....c... ~'E tiS 0:9 _ Q) .... 't:l III b-u fa 8 ~ J9 II) a- g -g E Q) 0 0 .s 11. o::(/) 'tJ=_ COO)e o c O:Q)- ..J c o :p c. .t: Co) II) Q) o 3: o 0: 0) c ~ III ';( Q) Q)'O .c ... ... nl 0)> c.!!:! o ;j - 0 nl_ 'Om ~ 5' /r... III g' C .- Q) ... >.!!! Q)U .... - V) 0 ....'" 0'0 C nl o 0 :wD: Co) c ;jQ) b e ~C> o E Co) 0 CD a- D:.... -q- -q- <0_ ...... C\/ C") ~ ltl o o ~ ~ Ol ~ ~ (C. ..... N ('i) ~ 1.0 1.0 m ~ o m. C\/ ~ 1.0 <0 <0 ~ ~ co C") ('t) :r en l- f B. ~ a: "0 a: on <: Q) > .S! ~ on on Q) <: 'jji :> en Iii C Ql E :> u o Cl >- ~ o <( 9: >. c o I;: !.l <: Ql E :> u o Q >- ~ ~ :=0 on C) C :p Qi en "C c 11I .. C lJ) E a o 9 .d ~ iri c: o - rn. e' 'C co o o - -0 0::: c: Q) e! CD jij ..... o .... 'C c:: l! C) 21-Sep-05 . . MUNICIPALITY OF CLARINGTON BOWMANVILLE WEST MAIN CENTRAL AREA UNIT COST PER METRE TO CONSTRUCT STEVENS ROAD RURAL ROAD SECTION Item Spec. Description of Item Estimated Unit Uilit Price Total No. No. Quantity ROADS & STORM SE\,A'{ERS 1. SITE PREPARATION ---- --- ---- $10.00 2. 0 EARTH EXCAVATION (1m depth) 10.90 CU.M. 8.00 $87.20 3. GRANULAR 'A' (150mm) 3.76 T 18.00 $67.72 4. GRANULAR 'B' (450mm) 11.87 T 12.00 $142.44 5. 0 40mm HL3 1.02 T 65.00 $66.57 6. 80mm HL8 0.75 T 57.00 $43.01 7. CURB & GUTTER 0.00 M 45.00 $0.00 8. SUBDRAIN 0.00 M 1.00 $0.00 9. STORM SEWER PIPE 0.20 M 200.00 $40.00 10. CATCH BASINS . 0.01 EA 1800.00 $14.40 11. CATCH BASINS LEADS . 0.04 M 125.00 $4.75 12. STORM SEWER MANHOLES 0.01 'EA 4000.00 $20.00 13. AUXILARY LANES AT INTERSECTIC 0.00 M 225.00 $0.00 TOTAL ROADS & STORM $496.09 USE $500.00 Contingencies 10.00% $49.61 Design 7.00% It':!" 7':! I .,.",,,,,.,..,v Contract Administration 10.00% $49.61 TOTAL ROADS AND STORM $630.03 PILis 5% 2006 Cost Estimate $665.00 21-Sep-05 . MUNICIPALITY OF CLARINGTON . BOWMANVILLE WEST MAIN CENTRAL AREA STEVENS ROAD STEETSCAPE TREATMENT;. RURAL ROAD SECTION Item Spec. Description of Item Estimated Unit Unit Price Total No. No. Quantity STREETSCAPE 1. DECORATIVE STREET LIGHTS 0.03 EA 5000.00 $165.00 . 2. TREE GUARDS 0.00 EA 400.00 $0.00 3. TREE GRATES 0.00 EA 800.00 $0.00 4. BENCHES 0.00 EA 1200.00 $0.00 5. TRASH RECEPTICALS 0.00 EA 800.00 $0.00 6. BIKE RACKS 0.00 EA 400.00 $0.00 7. SIGNAGE 0.00 L.S. $0.00 8. CONCRETE SIDEWALK 0.00 M2 45.00 $0.00 , 9: PRECAST PAVERS (PEDESTRIAN) 0.00 M2 85.00 $0.00 10. PRECAST PAVERS (VEHICULAR) 0.00 M2 95.00 $0.00 11. CONCRETE SIDEWALK (2.0m WIDTH) 0.00 M2 45.00 $0.00 11. TOPSOIL & SOD 10.00 M2 5.00 $50.00 12. TREES 0.00 EA 450.00 $0.00 . SODDING (See Above) 0.00 M2 . 2.50 $0.00 SUB-TOTAL STREETSCAPE CONSTRUCTION $215.00 Contingencies 10.00% $21.50 Design I 7.00% $1505l Contract Administration 10.00% $21.50 TOTAL STREETSCAPE $273.05 Plus 5% 2006 Cost Estimate $290.00 to N >- ~ ('i') 0') N a: I d N d cC z ..- Z f- Cl C) z w ~ :z: ~ - Q. 0 :IE ~~ ~ - . ~ Cl :>: .. Iii ii: lD - oS CD 0 ~ 0 -l W ~~ - W <( > ~ 0 i C) ci a: w Q. a: 1: Q. e:s~ C) < I:L z ~ ~ :>: lD Iii CD 0 w z -; z ~ Cl en 0 LU a 0 E 0 ci ~ E 0 ll) ci '" .q: 0 5 I <D en Ll) ~ ~ n ~ .I1l '" w U ::J '" !!1 'M'O'"?j lSV'3 ...--- E co 1::l E ~g-~ 0::: 0 C'l E o N E ~ 0-- 6 n ci w Cl z <( 0::: ~ E E z 8 ::( I') 0::: o OJ ::> (() E o ci ~~ ~~ (() w 0:: ~ 'M'O'"?j 153M :.::: ~ 6~:t~. 9O~ q.~ O~ .~~. 6Mp'lll:lt<MIl6MP\9Zt611~'PS\gZ€6Z'Z~\'10.roJdv.^'.sl\' 01 ..0 N W to ~ a a N U ~ u ::E <( 3i :J W Z '< <( -, 0 ~ en Cl ~ ii: Z CD ~ ~ ci < u '" z <( 0:::: ~ ~ I' I-q :JO:: OE (/)0>- IN<( I-Z~ 0::00 O-...J Zl-...J ...JO<( <(WI ~ oCf( -(/) o...(/) ~ .. >- 0 o ~I-o:: d ~ 0 Z 0 E E o ll) E E o o o I-<(O::z (/)W<(O WO::00 ~<(Z~ W...J~~ ::lC2(/)~ -1-00 ~Z<(~ <(WO:J ~OO::~ ~Z...Ju 0<(<(2 Q):2:g~ ...J Vi W I- o Z o W Z ::E 0::: W I- W O. I- wo::: ,...,0 ~a... OW 1-0::: w"'" 0:::< ::>U 1-- UZ ::>:e o:::U I-~ (/)0 oW <~ Or o:::cn E E E E 00 ~ll) n~ ..... -l :ex ti w i3 0: Q. * * ...---* w* u"'--- <0:::: I.J..W 0:::0 ::>~ lIlOJ .................. I -'iiliiiiii-ti 10. +' Io.:::i Gl 0 1Il;:::- Gl ell ... gJ c:""'-:::' .-:c C g: Cl 0 1ll:!9 c: 10.- g Gl lU c.~ ~j cii I I- 0.... W o X 2 I- o I * * West Bowmanville Town Centre Private Street Cros~ Section R.eQUirements '~Dl~'-- So~ \- \'O~ il~OL~L t\~ll() lo~ l\ SEGMENT "A" King Street to first East-West driveway . 20 metre r.o.w. this may be tapered down where the private street intersects with a public street to the satisfaction of the Director of Engineering Services 10.0 m to 12.0 m curb face to curb face hard surface boulevards on both sides trees to be planted 8 metre a.c. and setback 1.5 m from curb light standards 40 metres a.c. on both sides of the road . . . . SEGMENT "B" Between East-West driveways e 20 metre r.o.w. 10.0 m to 12.0 m curb face to curb face trees to be planted 8 metre a.c. and setback 1.5 m from curb light standards 40 metres a.c. on both sides of the road west side will include: i) 2.0 metre wide sidewalk abutting parking spaces ii) 2.05 metre landscaped boulevard containing street trees and shrubs east side will include: i) 4.05 m wide landscape boulevard containing street trees and enhanced landscaping providing screening of parking areas. . . . . SEGMENT "c" Second East-West driveway to Stevens Road . 20 metre r.o.w. 10.0 m to 12.0 m curb face to curb face combination of hard surface and landscaped boulevards on both sides as approved by the Director of Planning and the Director or Engineering. trees to be planted 8 metre a.c. and setback 1.5 m from curb except in paved area providing access to the loading and service areas light standards 40 metres a.c. on both sides of the road . . . . SCHEDULE"G" Tenns and Conditions of Aln'eement of Purchase and Sale of Private Roads Without derogating from paragraph 7 of these Principles, the Agreement of Purchase and Sale arising from the exercise ofthe Option shall contain the following terms and conditions: 1. Taxes and rent shall be apportioned between the parties and allowed to the Completion Date, as same may be extended pursuant to the terms of this Schedule. 2. The Municipality shall be permitted until the Completion Date, as same may be extended . pursuant to the terms of this Schedule, to search title to Private Road C. Title to the Private Road C shall be free and clear from all restrictions, charges, liens and encumbrances except as specifically provided for in these Principles and save and except for: (a) any registered municipal agreements and registered agreements with publicly regulated utilities, providing such have been complied with or security has been posted to ensure compliance and completion, as evidenced by a letter from the relevant municipality or regulated utility; and (b) any minor easements for the supply of domestic utility or telephone services to the property or adj acent property, (collectively, "Permitted Encumbrances"). 3. If, within the time provided, any valid objection to title is made in writing to the Vendor or the Vendor's solicitor and which the Owner is unable to remove, remedy or satisfy by the Completion Date and which the Municipality will not waive, then the Municipality, at its option, from time to time, may extend the Completion Date, by giving notice in writing to the Vendor or the Vendor's solicitor setting forth such extended Completion 2 Date, provided that the last of such extended Completion Dates is not more than ninety (90) days following the original Completion Date. Until the extended Completion Date(s), the Vendor shall seek to resolve or satisfy all such objections to title in good faith and diligently. Save as to any valid objection so made and, except for any objection going to the root of title, the Municipality shall be conclusively deemed to have accepted the Vendor's title to Private Road C. 4. If the Vendor has been unable to remove, remedy or satisfy any valid objection to title by the completion Date, and as same may have been extended pursuant to the terms of this Schedule, then the Municipality, at its option, may deliver a Notice of Expropriation pursuant to the Expropriations Act, and the Vendor agrees not to dispute such Notice of Expropriation. The Municipality may thereafter register a Plan of Expropriation and the Vendor agrees that, notwithstanding the date of registration of such Plan of Expropriation, the compensation payable to the Vendor and any encumbrances shall be a nominal consideration. 5. The Option shall run with and bind the title to Private Road C and shall be binding upon the Vendor's successors and assigns. 6. No reference to or exercise of any specific right or remedy by the Municipality shall prejudice or preclude it from any other remedy in respect thereof, whether allowed at law or in equity or expressly provided in these Principles. No such remedy shall be exclusive or dependent upon any other such remedy but the Municipality may, from time to time, exercise anyone or more such remedies independently or in combination. 7. On the Completion Date, the Municipality shall be paid the amount, if any, which shall be necessary for the Municipality to pay to the Receiver General for Canada in order to satisfy the Municipality's liability in respect of tax payable by the Owner under the non- residency provisions of the Income Tax Act by reasons of the exercise of the Option. The Municipality shall not claim such credit if the Vendor delivers, on the Completion Date, the prescribed Certificate or a Statutory Declaration that the Vendor is not then a non- 3 resident of Canada. The Vendor shall also deliver on the Completion Date to the Municipality evidence of compliance of the transaction with the Family Law Act, as amended or repealed and replaced from time to time. 8. The Transfer/Deed, save for the Land Transfer Tax Affidavit, shall be prepared In registrable form at the expense of the Vendor. 9. Time shall, in all respects, be of the essence hereof, provided that the time for doing or completing any matter provided for herein may be extended or abridged by an agreement in writing signed by the Municipality and the Owner or by their respective solicitors who are expressly appointed in this regard. 10. Private Road C shall be and remain until completion at the risk of the Vendor. 11. The Option and the completion of this transaction shall be governed by the laws of the Province of Ontario. THIS INDEMNITY AGREEMENT made as ofthe 1st day of March, 2006. BETWEEN: PLAYERS BUSINESS PARK LTD. and (hereinafter called "Players") WEST DIAMOND PROPERTIES INC. (hereinafter called "West Diamond") (Collectively hereafter called "Players-West Diamond") OF THE FIRST PART - and - HALLOWAY HOLDINGS LIMITED (hereinafter called "Halloway") OF THE SECOND PART - and - THE CORPORATION OF THE MUNICIPALITY OF CLARlNGTON (hereinafter called the "Municipality") OF THE THIRD PART WHEREAS: A. At its meeting on March 1,2006, the Municipality's Council adopted or passed Official Plan Amendment 43 ("OP A 43"), Official Plan Amendment 44 ("OP A 44"), Zoning By-law . Amendment 2006-046 a..Tld ZOIling By-law Amendment 2006-047 as they apply to certain lands owned by Players-West Diamond and Halloway, respectively ("Planning Documents"). On the same date, the Municipality entered into Principles of Understanding with Players, West Diamond and 1613881 ("Players-West Diamond Principles") and Principles of Understanding with Halloway ("Halloway Principles"). As well, on the same date the Municipality, Players- West Diamond and Halloway entered into the Stevens Road Extension Agreement; and 2 B. The Municipality's Council passed By-law 2006-052 to authorize the Mayor and Municipal Clerk to execute this Indemnity Agreement on behalf of the Municipality, NOW THEREFORE in consideration of the premises herein contained and the sum of TWO DOLLARS ($2.00) and other good and valuable consideration (the receipt whereof by each of the Parties is hereby acknowledged) each of the Parties covenants and agrees with the other Parties as follows: r'n npe-~t: - ,lth tJ,. 1\1 -:~:-~I:4-. "-'\ru . a .on V'Y 1 lie 1 Ull.~lJ.Ja ny I. If the Municipality's Council adopts or enacts proposed OP A 43, OP A 44 and Zoning By-law Amendments 2006-046 and 2006-047 as they apply to the Owners' Commercial Lands (as defined in the Players- West Diamond Principles) ("Players-West Diamond Planning Documents") and to the Owner's Commercial Lands (as defined in the Halloway Principles) ("Halloway Planning Documents") and any appeal is made to the Ontario Municipal Board in respect of either of these Planning Documents, Players-West Diamond, Halloway and the Municipality will cooperate to achieve the "Final Approval" (as defined in the Players-West Diamond Principles and the Halloway Principles, respectively) of the Players-West Diamond Planning Documents and the Halloway Planning Documents. Players- West Diamond, Halloway and the Municipality will use every reasonable effort to avoid the necessity of a hearing and to ensure the efficient conduct of the hearing if one is required. Also, Players-West Diamond, Halloway and the Municipality will work together to coordinate their respective cases so as to streamline the hearing to avoid duplication and to minimize costs. Costs Where There are Appeals 2. (a) In satisfaction of the Municipality's policy regarding costs, Players-West Diamond and Halloway will pay to the Municipality the Municipality's reasonable legal and consulting costs for any Ontario Municipal Board or Court 3 proceedings arising from any appeal of any of the Planning Documents in order to achieve their Final Approval. Players-West Diamond will be responsible only for that portion of the costs of any appeal(s) of the Players-West Diamond Planning Documents in order to achieve Final Approval of the Players-West Diamond Planning Documents. These costs shall be those which are detennined by the Municipality's Director of Planning Services, acting reasonably, to be reasonable attributable to the Ontario Municipal Board and/or Court appeal(s) of the Players-West Diamond Planning Documents. Halloway will be responsible only for that portion of the costs of an appeal(s) of the Halloway Planning Documents in order to achieve Final Approval of the Halloway Planning Documents. These costs shall also be those which are determined by the Municipality's Director of Planning Services, acting reasonably, to be reasonably attributable to the Ontario Municipal Board or Court appeals of the Halloway Planning Documents. (b) The costs that are determined by the aforesaid Director to be the costs that should be borne by PI ayers- West Diamond and Halloway jointly will be paid by Players- West Diamond and Halloway to the Municipality in the following proportions: Players-West Diamond 65% and Halloway 35%. (c) Costs referred to in paragraphs 2(a) and 2(b) will be paid by Players-West Diamond and Halloway, respectively to the Municipality within 30 days after a written invoice is given by the Municipality to them or either of them, as the case may be. Such supporting material that the aforesaid Director, acting reasonably, considers to be necessary shall be given to either or both Players-West Diamond and Halloway, as the case may be, with each invoice. Invoices shall be supported by copies of invoices rendered to the Municipality by its solicitor and by its consultants. Invoices are to be rendered by the Mupicipality monthly, if possible. 3. Notwithstanding the foregoing provisions of paragraph 2, if any appeals to the Ontario Municipal Board or Court proceedings arising therefrom is brought only in respect of the 4 Players-West Diamond Planning Documents, Players-West Diamond shall pay the Municipality 100% of the Municipality's reasonable legal and consulting costs. If any appeal to the Ontario Municipal Board or Court proceedings resulting therefrom is brought only in respect of the Halloway Planning Documents, Halloway shall pay the Municipality 100% of the Municipality's reasonable legal and consulting costs. In each case, the Municipality's Director of Planning Services, acting reasonably, shall make the determinations necessary to implement the intent of this paragraph 3. The provisions of paragraph 2( c) respecting invoices and payments shall apply with all necessary amendments to implement the intent of this paragraph 3 being considered to have been made. Costs of Preparine and Reeisterine on Title Principles of Understandiue: and Other Aereements 4. Players-West Diamond will indemnify the Municipality against 50% of the reasonable legal and consulting costs and disbursements incurred by it in preparing and registering on title the Principles of Understanding between Players-West Diamond, 1613881 Ontario Inc. and the Municipality and between Halloway Holdings Limited and the Municipality made as of March 1, 2006, and 100% of the reasonable costs of preliminary site plan review including traffic, engineering, design and legal costs resulting in the approval of the Concept Plan for Development provided for in the Players-West Diamond Principles. They will also indemnify the Municipality against 50% of the reasonable legal and consulting costs and disbursements incurred by the Municipality in preparing the Stevens Road Extension Agreement between Players-West Diamond, Halloway and the Municipality and this Agreement. 5. Halloway will indemnify the Municipality against 50% of the reasonable legal and consulting costs and disbursements incurred by it in preparing and registering on title the Principles of Understanding between Halloway and the Municipality and between Players-West Diamond, 1613881 and the Municipality made as of March 1, 2006, and 100% of the reasonable costs of preliminary site plan review including traffic, engineering, design and legal costs resulting in the approval of the Concept Plan for 5 Development as provided in the Halloway Principles. It will also indemnify the Municipality against 50% of the reasonable legal and consulting costs and disbursements incurred by the Municipality in preparing the Stevens Road Extension Agreement between Players-West Diamond, Halloway and the Municipality and this Agreement. 6. The payment of costs referred to in paragraphs 4 and 5 will be made within thirty (30) days from the date the Municipality gives written notice requiring payment to Players- West Diamond and Halloway, respectively. Notice 7. If any notice or other document is required to be or may be given by the Municipality or by any official of the Municipality to the Owners by this Agreement, or by an Owner to the Municipality, such notice shall be transmitted by telefax, mailed by first class prepaid post or delivered to: The Owners: Players-West Diamond: c/o West Diamond Properties Inc. 30 Floral Parkway Concord, ON L4K 4Rl Attention: Mr. Robert DeGasperis and: c/o Players Business Park Ltd. 1700 Langstaff Road Suite 2003 Concord, ON UK 383 Attention: Mr. Bruce Fischer and: Halloway: Halloway Holdings Ltd. 177 Nonquon Road 20th Floor Oshawa, ON L 1 G 382 6 OR, To the Municipality: The Municipality of Clarington 40 Temperance Street Bowmanville, ON LIC 3A6 Attention: Director of Planning Services Fax: 905-623-0830 or such other telefax number or address of which either party has notified the other party in writing. Any such notice telefaxed or mailed or delivered shall be deemed good and sufficient notice under the terms of this Agreement and iftelefaxed or delivered prior to 4:30 p.m. on any business day (excluding Saturdays, Sundays and statutory hoiidays) shall be deemed to have been received at the time of delivery or transmission and if mailed by pre-paid registered mail, it shall be deemed to have been received on the third business day (excluding Saturdays, Sundays and statutory holidays) following the mailing thereof. Notwithstanding the foregoing, in the event that it may be reasonably anticipated that due to Force Majeure any notice will not be received within the time limit set out above, then such notice shall be sent by an alternate means of transportation which may reasonably be anticipated will cause the notice to be received reasonably expeditiously by the addressee. Authority of Municipality 8. Players, West Diamond and Halloway acknowledge and agree that the Municipality has authority to enter into this Agreement, that every provision hereof is authorized by the law and fully enforceable by the parties, and that this Agreement is executed by the Municipality in reliance on the acknowledgement and agreement of Players, West Diamond and Halloway as aforesaid. Time of the Essence 9. Time is of the essence of this Agreement. 7 IN WITNESS WHEREOF the Parties hereto have hereunto have set their hands and seals the day and year first above written and the Parties hereto have hereunto affixed their corporate seals by the hands oftheir proper officers duly authorized in that behalf. SIGNED, SEALED AND DELIVERED In the presence of: ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) THE CORPORATION OF THE MUNICIPALITY LARlNGTON Name: Name: Title: Title: PLAYERS BU PARK LTD. Name: Title: Name: Title: ~50 AYHOLDING~-IffD.L)/l1IT~Ovlfll if .~ '7(. Name' . lit VIY'Title:~ D Name: Title: SCHEDULE "J" Insert copy of letter from Brent Clarkson dated July 13. 2005 Referred to in paraeraph 9 7050 Weston Road. Suit~ #230 WOI>dhridge, Ont~rio14L 8G7 T: (90S) 761.5588 F: (905) 76l.5589 Ibllltrce: ] (800) 813.9204 www.mhhcplan.col11 r'm g M.lt:Naughton MA. KIP. RPP BCTlIilrd P. Hermsen BES, MCIP. RPP ['<lU) R. Britton 81:S, MCIP, RPP W. Brenl (;1;lrl<.$')I\ MA. MeIP. RPP J:ltne.: D. Parl<.iTl BES. MCIP, RPP Duol M. Wjc:b~ BES Kris Menzies Hf,S, M(;JP RPP Ol'fk~~ in: . Kitchcn~r ,V;1llghiln . London . Kingston . Bilrrie City, '[own and R.ur~l Planning Municipal Plans ilnd Studies Land Development Urban l)c.ign { Community Planl\itlg Landscape Archite.:turo: N;\lurill H.~sourcc: and As",rcgs.tc Pl.snnil18 E.'tpl:rt Bvidencc ;uld Mtdiation Project Management 13 July 2005 Mayor John Mutton Municipality of Clarington 40 Temperance Street BOWMANVILLE, Ontario . LiC 3A6 Sent by fax and courier Dear Sir: RE: PROPOSED BOWMANVILLE HOME DEPOT, CLARINGTON BOULEVARD, BOWMANVILLE, OUR FILE 9316CK Mr. Crome has asked me to clarify the commitment I made on behalf of Home Depot at the Committee meeting ofJune 13 and has further asked if there are any additional measures which Home. Depot might be prepared to implement to bring the proposal even closer to the draft urban"design policies. Please accept this correspondence in response to Mr. Crome's email inquiry which is attached for yo'ur easy reference. The numbers in the subheadings below relate to the numbered questions posed by Mr. Crome. 1. Leeds Certification As indicated on June 13, Home Depot, subject to obtaining all approvals, is prepared to construct its building so that it can be LEEDS certified. The ((basic" level of certification is proposed. Home Depot ha~ retained Mark Opresnik, BCP Technologies Ltd as a LEEDS Accredited Professional to assist in obtaining the certification, The following is a list :lfi~ems which Home Depot intends to implement to obtain the LEEDS certifk....tjon: . Implementation of an erosion and sedimentation control plan; . Encouragement of employees to carpool; . Installation of water efficient plumbing fixtures with the objective of reducing water use by 20%; . Systems Commissioning: ensuring that systems are designed) installed and calibrated to operate as intended; also, installation of energy management system for light fixtures and HV AC equipment; . Measurement and Verification: Providing for the ongoing accountability and optimization of building energy and water consumption performance over time. . Construction Waste Management: Divert construction) demolition and land clearing debris from landfill disposal; Redirect recyclable resources back to the manufacturing process and redirect re-useable materials to appropriate sites; . Recycled Content: Encouragement of contractor and subtrades to use recycled material including recycled content in steelt concrete (fly ash), window frames) ete; . Local/Regional Materials, 20% Manufactured Locally: secure materials and products from local sources to support local economy and reduce transportation and energy costs; · I.ow-emitting Materials, Carpet: use aflow-emitting carpet in appropriate areas of storei · Pedi-Mats: installation of foot grills at the entrances to' keep contaminants out of the building; · Recycling: provision of recycling receptacles; · Cardboard Recycling: installation of cardboard baler in the receiving area so that all cardboard is recycledi . · T5 Fluorescent Lighting: usedin sales area to reduce energy consumption. Home Depot recently won recognition from BC Hydro for this initiative; · Glazing: installation of high efficiency glazing systems using low-E glass and argon glass; · Storm water management: controlled flow water release system on building roof; · Bike racks: installation for employees and customers; · Skylights: provided in the interior of the Garden Centre to allow dayHghting · No Smoking policy: Home Depot has a no'smoking policy inside its buildings. Implementation of these LEEDS items is estimated to cost $270,000. 2, Brick and Stone Pre-Cast Panels 4 It is proposed that brick and stone precast panels be installed rather than Home Depot's prototype white aggregate precast panels. As indicated in my presentation on June 13. the brick and stone precast p~nels will be installed around the entire building except for the proposed garden centre which will be a combination of brick and stone precast together 'with decorative fencing. I have requested that coloured elevations be available for my presentation to Council on Friday which will illustrate this proposal. . It is estimated that the additional cost for the brick and stone precast panels is $100,000. 3. ~'Lher Architectural Enhancements Proposed on Tune 13 As ind:~~ated on June 13, the following changes to the proposed S::Le plan to address Clarington's urban design objectives were offered: '. · Shift of the garden centre to the east side of the site; · Enhanced landscaping along the Clarington Blvd. frontage; · Elimination of the east and north driveways around the building; · Shift the building to the north and east so that it .frames the street; · Eliminate the rear lumber loading doori · Shift the receiving area away from the garden centre; and · lnstallation of a central walkway within the parking area. In terms of other architectural enhancements proposed, I indicated that Home Depot was prepared to do the following; · . Architectural end featurl: framing the tool rental centre entrance; · Architectural end feature at the northwest corner of the building; · lnstallatio'n of 4 inch reveals to provide articulation to provide shadows; · Installation of cornice trim around the buildingj 2 . Substantially different design of the main vestibule to add height and articulation to provide more prominence atthe front of the store; . . Installation of a substantial roof element at the front entrance as opposed to the standard pre-cast peak; . . Installation of precast screen around the garden centre; and . installation Qfbrick and stone precast panels as described above. 4. Additional Landscaping Proposed on Tune 13 Prior to my presentation on June 13 I had provided staff and members of Council with photographs of other Home Depot stores. Several parties ex.pressed a liking for the example where the garden centre was next to the street. but commented further that; in addition to deciduous plantings, it would be appropriate [0 consider additional coniferous plantings. During my presentation of June 131 indicated that Home Depot was prepared to "beef up" the landscaping to implement this suggestion. See below for a further discussion on landscaping. 5. 6. 7. and 8. Additional Changes. Rear Side of StaTe. Garden Centre. and Masonry Feature Home Depot has given further consideration to the Municipality's proposed urban design policies imd is prepared t6 implement the following additional design changes: . an additional roof peak over the garden centre at the north east corner; . two additional roof peaks along the rear elevation; . one additional roof peak along the front elevation; . continuous canopy connecting the front vestibule and the lumber canopy; . installation of spandrel glass doors (4) along the rear elevation; . installation of spandrel glass sections (3) along the rear elevation; . installation of a masonry/fence feature along a portion of the Clarington Blvd. frontage where parking is near the street; . installation of trees at 9 metre centre~ rather than the 10 to 12 metre centres originally proposed; and . installation of parking island trees in acc(\rdance with draft urban design policies Unfortunately the drawings illustrating these changes will not be available until late Thursday night, so I will present them to you at the special Council Meeting scheduled for Friday at 10:30. We have now had an opportunity to cost out the changes Home Depot is prepared to implement. The total cost of the June 13 suggestions together with these additional suggestions, not including the cost of the upgraded precast panels, is $813)500. The total commitment for upgrades. including the LEEDS certification, the brick and stone precast panels and the other upgrades is $1,183)500.00. . 9. Option to Purchase Private North South Road Mr. Crome asked if Home Depot was prepared to provide an offer to purchase the private north south road connecting Highway 2 and the new Concession Road. Home Depot believes that this would create additional operational and zoning difficulties. particularly related to the loading area. As ,\ result, Home Depot is not prepar~d to provide su,h ~n offer at this time,. 3 We understand that the "offer to purchase" was suggested to allow the creation of a new public road at some point in the future in the event the site were ever re~developed. If this is the case, Home Depot is prepared to have a clause in its site plan agreement indicating that if the site is ever redeveloped for some other purpose that consideration be given to selling the lands necessary for a public road at that timet at fair market value. . Municipal Consideration Home Depot is making these commitments on a without prejudice basis on the understanding that the Municipality of Clarington: I) Adopts Official Plan Amendment 44 and the implementing zoning by-law on July 15t 2005, including the revisions requested by Mr. BrYce Jordan, Sernas Associates (Memorandums of July 8, 2005 and July 11. 2005) as they pertain the Halloway/Home Depot site.. . 2) Modifies Sections 6 and 8 of the Council Resolution of June 27, 2005 to accommodate the combined Halloway/Home Depot proposal deleting the need for Uptown Avenue to cross through the HaUoway site and pennitting the Heme Depot to be located in the north east corner of the property. . 3) Permits Home Depot to have limited outdoor display areas provided that there is no outdoor storage ofbuiIding or landscaping materials; and . 4) Approves a site plan in substantial compliance with the site plan presented to Council on July 15,2005 (a reduced copy,is attached hereto). Thank you for your consideration and I look forward to discussing these matters with you and members ofCoundl more fully at the meeting ofJuly 151 2005. Sincerely, MHBC PLANNING tu~. W. 13RENT CLARKSON) MA, MelP) RPP Copy: Dennis Heffernon, David Crome, Sylvain Rivet, Blair Aplite, John Chow, Lyn Townsend. Bob Hann, Bryce Jordan 4 ~"'""-~~ -~~ \: r ~f~~ . '~~: ~1tU- SCHEDULE "L" Map showine Street C and Uptown Extension as Public Streets Schedule "L" ..J ~ 0 ~ ~ W ~ 2 ~ Cf) 2 ..J W Z Cf) 0 ~ 0:: Z ..J ~ ~ a::: W w 0 ~ 0 0... I- 0 ~ ..J W 2 ~ 0 0 0 W ~ ~ I- W :r: W ~ ~ 0 ~ 0 ..J~ W Cf) W u V> '-' :r: ~ w 2 ~ ~ 0 ~~ I- Z...J '-' 2 0... 0 (I) 0 en 2 I..J - ..J 2 0 I Z2 W => 3:>- w~ ~ I~ W 0 0 ~ ~ ~ Wo 2 ~ oer:: o- w- wI- er:: :::> I- (1)1- 0 ~- 0 1-< :22 v>Z I ..J 2 2 0 zl- w~ Z C _2 ~ 0 :::>W ~w -w hi w :::> :::> CD 00 :2 cr:: Z \-2 _0 0 ~o w 0 w ~ 2 I cr::W 0::1- ~ (/):::> 0- ~Cf) '-' -I- :::>Cf) wo w~ oCf) er:: lL. z 2 :2 >0 ~ OW -w l- lL. W 0 0 w zer:: ~o z 3m ~er:: ...Jer:: ~er:: Cf) 0 t:) u U 2 wo.. 0 ...J lL.'-' 0 I [J ~ [I I I S I m i!lilllill . ~t * I . . . . . ... . I a~VA3ln08 N01~NIHv'1~ C'\J >- ~ ::z: C> :c o 0::: If) Z W (;j I- vj N33~~ ,,---------------- CJ!!!:-!lJgton REPORT ENGINEERING SERVICES DEPARTMENT Meeting: GENERAL PURPOSE AND ADMINISTRATION COMMITTEE Date: Monday January 22, 2007 Resolution #: Report #: EGD-014-07 File #:CRC.StevensRd.1 By-law #: Subject: CONSULTING ENGINEERING SERVICES FOR STEVENS ROAD STEVENS ROAD EXTENSION - GREEN ROAD TO CLARINGTON BOULEVARD Recommendations: It is respectfully recommended that the General Purpose and Administration Committee recommend to Council the following: 1. THAT Report EGD-014-07 be received; 2. THAT Purchasing By-law 2006-127 Section 15.14 be waived for the design and contract administration of Stevens Road; 3. THAT the firm of D.G. Biddle and Associates Limited be retained to furnish professional engineering services for the detailed design and contract administration of Stevens Road capital construction project in the amount of $57,000.00 exclusive of GST; and 4. THAT the Mayor and Clerk be authorized to execute an Engineering Agreement with D.G. Biddle and Associates Limited once it has been prepared to the satisfaction of the Director of Engineering. 5. THAT D.G. Biddle and Associates be notified of Council's decision. CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET, BOWMANVILLE, ONTARIO L 1C 3A6 T 905-623-3379 F 905-623-9282 Report #EGD-014-07 Page 2 Respectfully by. Reviewed by: Franklin Wu Chief Administrative Officer ASC/BMB/jo January 15. 2007 Report #EGD-014-07 Page 3 1.0 BACKGROUND 1. 1 Through the development approval process, Clarington Council has been involved with the progression of Bowmanville West Main Central Area. Engineering SeNices staff is presently preparing to complete the construction of Stevens Road from Green Road to Clarington Boulevard to facilitate development in the area as well as future residential developments to the north. This section of Stevens Road will link Green Road to Regional Road 57. 1.2 The Municipality of Clarington will receive funding through development agreements for the costs of engineering services and construction of this new section of Stevens Road. Halloway Holdings Limited, Players Business Park Ltd., and West Diamond Properties Inc. have all executed the Stevens Road Extension Agreement with the Municipality securing these funds for the Municipal project. 2.0 CONCLUSION 2.1 D.G. Biddle and Associates Limited are engineering consultants for the owner of the Home Depot development. They are completing the detailed design for the development project and have completed preliminary design works for Stevens Road through the development approval process. As such, their familiarity with the project makes them the desirable choice to be retained for the project and provide the detailed design and contract administration for the Municipality's construction of Stevens Road. D.G. Biddle and Associates are also providing engineering services for the Municipality's reconstruction of Green Road from the limit of the Stevens Road project, south to Highway 2. As such, these projects can then be designed and administered together due to their relative geodetic location in the fjeld. The Municipality will benefit from this fiscally through reduced engineering costs, coordination measures, and possible errors or oversights throughout the entire project process. 2.2 Our staff has dealt with D.G. Biddle and Associates Limited on previous projects within the Municipality. We have been pleased with their performance and have found their work very satisfactory. Their extensive knowledge and background for Report #EGO.014-07 Page 4 the area will provide an appropriate level of service and economic benefit to the Municipality. 2.3 The Municipality has a standard consulting services agreement which outlines the terms and conditions for their consulting services to the Municipality. The agreement with D.G. Biddle and Associates Limited will be prepared on the same basis as our standard consulting agreement endorsed by the Professional Engineers of Ontario and subject to the satisfaction of the Director of Engineering Services. Attachments: Attachment 1 - Key Map List of Interested Parties: Mr. Bill Creamer D. G. Biddle & Associates r- tn -d et: oil ~ et: Stevens Road "= ~ = et: = ~ ~ 100 c..? ='0 = 100 - ~ ~~ '2-~ ~ = - = u= Uptown Avenue . ............... ""'-'" .--j ,; , . . i 1-.. -_.~ i !j "~ ,)<);'1'''; :i h+R~"'" ,; i! Ii! I! ..,/?>":.f:7 R ~~~ __ ~ J I r----:_._&;~ ~.=~T~;:::~jt~r;r~ ;':7 f C. I , . 1 ...--.-.....,' I , <:-:;: ~'"l,.._,~ t1,~ [j ,.. :;:; Ii ~ Ii r~-L~jW~1\)/~~t-~ :~ 'i I i ~~ LT!'---'Y ~{~:i8 . .' I:::::~>~,.,~ I I r~: ! i r1 ~~J L.\~nJl~~it T" ';-<::::""" ~,.,' !CJ...~te~e~~.!3~~__-=1 tJtL / ,~-~~bili ~ . ~'....''''',..., . . j, . I.'.-"';"-',---i--'-"-'.! .f-.-..----.-,';..~. . \ ; 0 . ""1-. '.-'-'. V,....f(<)-'<'::..... -~ r~~:-"..~ ii !..J!dptownLAvei~'''--'-i'::)c,1:~:/:h:;~{~~ i: "i~'""1--::':-') ,__ n~ '[ ;"...., i j i / /' Ji'i ih-,.)~~,,/ "'~"'F'.J-~ " ,-" ---..... (' " J "- _.-.-~-._~ ~--( ,...; '-"s:;~ ~ ~.~~;t::::i r=~ot:':::~~n~=::~r~:~~--l ir--:~~~;:;J~~~~ti-~t~~ i~~tj;,~ ~ !%pt1 M;f'~lrJ f l;iwy. NO.2 f I />,.._,~_"<)l.,,,!-,. ! -..l."u,"(,,-~.. $~i,~ tJ:~l}~ ifi L.. ....._J L.\)". ,J.<; .~~'\S~~~~\~ ~1~~"('\r'{<~;~~~ fJ.'.'''ill.' ,,;,,~:j t~ "~i-'-", \/'''./ I ,'ro. c-."':' r~}.j <."'. <) i ( 7"'--( 'S;, ~i~~%~j:~J i/\'::::;~:;(/ rm] @.'~18;r~t~~;~...",,\ :<;~.; 'J r;:L\ biC~ r.*,':,o1' li,",/ \ ; Jr" -~, ""1. 'H .: ' . / ~';'~f; '. 'Oi::..\..\ i ",J:::::::; \.,:,~~iiil [:: KEY M ' BOWMANVILLE .:>< >;~::;-:::"~,,'l~i't]illq ~ AP "''', "'''''~' , / i {/ f:;l Hi! FEI.. ! R." ie' ",.", ''IT,,", r:'""",,," ~'" r~ n. _.____ _" ........ ----.----' ...........-......-.--.-..---.-1 ..... ..-----. . N w~ ~ e s DRAWN BY: E.L. DATE: January 15, 2007 REPORT EGD-014-07 ATTACHMENT NO.1 G:\Attachments\SlevensRd.mxd ClfE-wgtnn January 30, 2007 Glenn Genge D.G. Biddle & Associates 4 Foster Creek Court Newcastle, ON L 1 B 1 E6 Dear Mr. Genge: RE: CONSULTING ENGINEERING SERVICES FOR STEVENS ROAD STEVENS ROAD EXTENSION - GREEN ROAD TO CLARINGTON BOULEVARD OUR FILE: A05.GEIT04.GE At a meeting held on January 22, 2007, the Council of the Municipality of Clarington passed the following resolution # GPA-044-07: "THAT Report EGD-014-07 be received; THAT Purchasing By-law 2006-127 Section 15.14 be waived for the design and contract administration of Stevens Road; THAT the firm of D.G. Biddle and Associates Limited be retained to furnish professional engineering services for the detailed design and contract administration of Stevens Road capital construction project in the amount of $57,000.00 exclusive of GST; THAT the Mayor and Clerk be authorized to execute an Engineering Agreement with D.G. Biddle and Associates Limited once it has been prepared to the satisfaction of the Director of Engineering Services; and THAT D.G. Biddle and Associates be notified of Council's decision." Yours truly, 0(,7 Z[r-- "( . (7'\.' 'I a. Anne Greentree, B.A., A.M.C.T. Deputy Clerk ; ~:m ~!4,I:...j- r"~:'.:'~;:!:;6' J Of l' -".'--.- ""'~"_""'~___.H._r :..t'~":_";.J - . ~~r"'7::'j.; ," -'-...,-.------,.-, ,-.-'---- . -" -,-.. ..- ; ''''''.... ."-.'r ....... ',_.,_...~ . ""_" ,_ . '_~'.~'.' __~__ _ " -- -', C'--'~"'" '~.,~.~.~,..~_.." , r. {l U "Z"" n')::-;~ '\.;.:'\: ': v~; ...\J;J! CAG*bmb . ,,-..... --,.- ..", -....-'-", .;":)::.,'.:~~-_<.,,,~; r,-.-' cc: Tony Cannella, Director, Engineering'Services Bill Creamer Marie Marano, Director of Corporate Services CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCESTREET.BOWMA'NV1Lt:E7~ONTARIO,<.,..L1 C.,3A6 T 905-623-3379 . ~-~--... '-"'''''-.07 _. .".......". ,"o..,,~.,...__ ..--_",. . .......