APPENDIX "A"

SUBDIVISION AGREEMENTTHIS AGREEMENT made this day of , 1999.

BETWEEN:

REMINGTON HOMES (O'CONNOR) INC.,

(hereinafter called the "Developer")

OF THE FIRST PART,- and -

CITY OF TORONTO,

(hereinafter called the "City")

OF THE SECOND PART.WHEREAS the Developer warrants and represents that he is the owner of the lands and premises described in Schedule "A" attached hereto (hereinafter referred to as the "Lands");

AND WHEREAS the Developer has applied to the appropriate governmental authorities and agencies for approval of a registered plan of subdivision with respect to the Lands pursuant to the provisions of the Planning Act, as amended, a proposed copy of the said plan of subdivision being attached hereto as Schedule "B" (hereinafter referred to as the "Draft Plan");

AND WHEREAS the Developer warrants and represents that there are no encumbrancers of the Lands, save and except any encumbrancer that will be postponing its interest in the Lands to this Agreement;

AND WHEREAS this Agreement is entered into pursuant to the provisions of Subsection 51(26) of the Planning Act, as amended.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the covenants herein contained and other good and valuable consideration and the sum of ONE DOLLAR ($1.00) of lawful money of Canada now paid by each of the parties hereto to each of the other parties hereto (receipt whereof is hereby acknowledged) the parties hereto hereby covenant, promise and agree with each other as follows:

Section 1: Definitions

1.01 "Additional Works" means any Works or Special Works not specifically referred to in this Agreement, the schedules hereto or in the Plans and Specifications;

1.02 "Certificate of Completion" shall have the meaning attributed thereto in Sections 4.08, 8.00, and 11 hereof;

1.03 "City Solicitor" means a person or firm designated by the City for this purpose;

1.04 "Commissioner of Works & Emergency Services" means the Commissioner of Works & Emergency Services for the City and shall include his or her designate;

1.05 "construct" shall mean construct, install, complete and maintain;

1.06 "constructed" shall mean constructed, installed, completed and maintained;

1.07 "construction" shall mean construction, installation, completion and maintenance;

1.08 "Consulting Engineer" means a competent professional engineer or firm of engineers employed by the Developer and skilled and experienced in municipal work and land development projects and registered with the Association of Professional Engineers of Ontario, possessing a current certificate of authorization to practice professional engineering as required by the Professional Engineers Act;

1.09 "Developer" means the registered owner of the Lands at the execution of this Agreement and all successors in title to such registered owner;

1.10 "Draft Plan" shall have the meaning attributed thereto in the second recital of this Agreement;

1.11 "Final Acceptance" shall have the meaning attributed thereto in Section 11;

1.12 "Geodetic Bench Mark" shall have the meaning attributed thereto in Section 4.18;

1.13 "Grade Control Plan" shall have the meaning attributed thereto in Section 7;

1.14 "Lands" shall have the meaning attributed thereto in the first recital of this Agreement;

1.15 "Laws" means any federal, provincial or municipal statute, regulation, by-law, order, ordinance, rule, policy or resolution;

1.16 "Lot" shall mean any lot or block within the Plan, including any new lot created as a result of exempting any portion of the Lands from the lot and block provisions of the Planning Act;

1.17 "Maintenance Period" shall have the meaning attributed thereto in Section 17.00;

1.18 "Plan" means a plan of subdivision for the lands based on the Draft Plan and registered pursuant to the provisions of the Planning Act, as amended;

1.19 "Plans and Specifications" means all plans and specifications referred to in Schedule "C" and any other plans and specifications which may be required pursuant to paragraph 3.0 of this Agreement;

1.20 "Resident Supervision" means a degree of service much greater than is normally provided under contract administration by the Consulting Engineer, and shall require the placement of competent personnel, including supervisory, inspection and layout staff, on the project in order to provide continuous service during all phases of construction of the Services;

1.21 "Services" means all services which may be required to fully service the Lands and any lands adjacent thereto in conjunction with the Lands, whether municipal services or services of a nature or kind that are not deemed to be municipal services, and without limiting the generality of the foregoing, shall include roads, curbs, gutters, sidewalks, storm sewers, sanitary sewers, private sewage disposal systems, water system, drainage works, swales, grading, landscaping, sodding, seeding, erosion control works, street lighting, fencing, signage, and all services, works, facilities and matters incidental thereto or in connection therewith, or necessary to complete any and all of the foregoing and shall be deemed to include Works, Special Works and Additional Works;

1.22 "Special Works" means Services on lands other than the Lands;

1.23 "Structure" means a building or structure of any kind whatsoever, including any dwelling or building governed by the Building Code Act, R.S.O. 1990, c. B.13, as amended;

1.24 "third party" or "third parties" mean any person, firm or corporation not a party to this Agreement;

1.25 "Works" means Services within the Lands.

Section 2: Services

2.00 The Developer shall construct the Works and Special Works described in this Agreement, together with all Additional Works required to be constructed in conjunction therewith, or in addition thereto, as may be determined by the Commissioner of Works & Emergency Services in accordance with the provisions hereof, and in compliance with all Laws, it being understood and agreed that the Works and Special Works enumerated or referred to in this Agreement or the schedules thereto shall not be the only works required to be constructed by the Developer.

Section 3: Plans and Specifications

3.00 All Services shall be constructed in accordance with the Plans and Specifications approved by the City Engineer. Approval by the Commissioner of Works & Emergency Services shall be deemed not to have been given if the Plan has not been registered or if the Plans and Specifications do not comply with all applicable Laws. The Plans and Specifications referred to in Schedule "C" and any other Plans and Specifications approved by the Commissioner of Works & Emergency Services may be amended from time to time, provided such amendments are made on or noted on the approved copies, and such amendments shall not be in effect unless approved by the Commissioner of Works & Emergency Services. All Plans and Specifications, and any other plans or drawings required pursuant to this Agreement of any kind whatsoever, shall be prepared and submitted in accordance with "Design Criteria and Standard Detail Drawings" as adopted from time to time by the City and any elevations on any Plans and Specifications or any other plans required pursuant to this Agreement shall refer and relate to the Geodetic Bench Mark as referred to therein.

Section 4: Construction

4.00 The Developer shall not commence construction of any Services unless:

(a) the Plan and Specifications have been approved by the Commissioner of Works & Emergency Services;

(b) the Plan has been registered;

(c) the Developer has given five (5) full business days written notice to the Commissioner of Works & Emergency Services of the Developer's intention to commence work;

(d) the Developer has notified the Commissioner of Works & Emergency Services of the name of any contractor or contractors to be employed by the Developer in the construction of the Services; and

(e) the Developer has provided the Commissioner of Works & Emergency Services with a detailed schedule setting out the times when the Services will be constructed (hereinafter referred to as the "Schedule").

4.01 If construction of the Services has not been commenced within twelve (12) months after the approval of the Plans and Specifications, or if after commencement, work is interrupted for a period exceeding thirty (30) days and prior approval for such interruption of work has not been obtained from the Commissioner of Works & Emergency Services, the City may cause the Commissioner of Works & Emergency Services to revoke its approval of the Plans and Specifications. In the event of the revocation of such approval, the City may require the resubmission of Plans and Specifications in accordance with the then current standards and requirements of the City and other governmental agencies or authorities.

4.02 The Developer shall complete all Services herein referred to or required pursuant to this Agreement within two (2) years after the date of the registration of the Plan. Failure to fully complete all Services within that period of time shall be deemed to be a default of the Developer pursuant to the terms of this Agreement, and the City shall be entitled to avail itself of all remedies contained herein with respect to such default. Without limiting the generality of the foregoing, the City may require that the Developer ceases and desists from doing any further work on the Lands or pursuant to this Agreement, and the Developer hereby agrees to stop work if it receives notice to do so. The aforesaid Agreement to stop work refers to any and all construction of any nature or kind whatsoever in connection with the Lands, including the construction of houses or other buildings or structures on the lands, subject to Schedule "L".

4.03 The Developer shall construct all Services in accordance with the special conditions contained in Schedules "D", "E", "F" and "J" attached hereto. The Developer hereby agrees to construct the Services in accordance with the Schedules and to comply with all of the requirements contained in the said Schedules.

4.04 Notwithstanding the aforesaid, the Commissioner of Works & Emergency Services shall be permitted to schedule the construction of all Services in such order and in such priority as the Commissioner of Works & Emergency Services in the Commissioner of Works & Emergency Services's sole discretion deems advisable, and the Developer hereby agrees to abide by such scheduling as the Commissioner of Works & Emergency Services may from time to time direct, provided, however, that it is intended hereby that the scheduling submitted in accordance with Section 4.00(e) shall govern wherever possible.

4.05 If at any time and from time to time during the construction of the Services, the Commissioner of Works & Emergency Services is of the opinion that Additional Works are required to adequately provide for any of the Services referred to, or to properly service the lands or to provide for the best interest of the City and its inhabitants, the Developer shall construct such Additional Works as the Commissioner of Works & Emergency Services in writing directs. All Additional Works shall be constructed by the Developer in the same manner as if the same had been Works or Special Works, and without limiting the generality of the foregoing, such Additional Works shall be designed by the Consulting Engineer at the Developer's expense in accordance with criteria and standards set by the Commissioner of Works & Emergency Services and the design and construction of such Additional Works shall be subject to the approval of the Commissioner of Works & Emergency Services. Provided however the completion of Additional Works shall be on or before a date to be specified by the Commissioner of Works & Emergency Services, and shall in any event be completed expeditiously.

4.06 The Developer shall not connect any Services to existing municipal services without the prior written approval of the Commissioner of Works & Emergency Services.

4.07 All construction of Services shall be performed under the supervision of the Consulting Engineer, and in the event the Developer fails to employ such consulting Engineer, or the Consulting Engineer fails to provide the services enumerated in Section 5 hereof, the City may order the cessation of the construction of Services by the Developer and the Developer hereby agrees to cease and desist from any further construction of Services upon a written notice to that effect.

4.08 The construction of Services shall be deemed completed only upon the issuance of a Certificate of Completion by the Commissioner of Works & Emergency Services and Final Acceptance by the City in accordance with the terms of this Agreement.

4.09 No pavement shall be placed upon the streets, or sidewalks or curbs poured until compaction tests have been carried out upon the sub-grade and upon the granular base course by the City, and such pavement shall be placed upon the streets, and concrete shall be poured for sidewalks and curbs within a time period and in accordance with such conditions as specified by the Commissioner of Works & Emergency Services after the Commissioner of Works & Emergency Services has received, reviewed and approved such tests. The Developer shall reimburse the City for such tests.

4.10 The Developer shall raise or lower all valves, hydrants, water boxes, catch basins, manholes and any other Services to the final grade to the satisfaction of the Commissioner of Works & Emergency Services.

4.11 The Developer shall maintain the gravel and stone base or the asphalt in a useable condition for vehicular traffic and shall control dust to such a level acceptable to the Commissioner of Works & Emergency Services, and, until such time as the roads have been assumed by the City, the Developer shall repair any roadway forthwith after having been given notice by the Commissioner of Works & Emergency Services to make repairs. The Developer shall construct all streets that are connected to existing streets and roadways in such a manner as to provide a proper connecting link, including a transitional section. All debris and mud shall be removed promptly from all streets, including existing streets connected to such streets during and after construction. All street signs shall be posted (including the posting of temporary signs) as required by the Plans and Specifications and as directed by the Commissioner of Works & Emergency Services. The Developer shall reimburse the City for signs at all access points from existing streets to the Lands to advise the public of the current status of the road allowances within the Lands and the cost of the maintenance and replacement thereof if deemed necessary by the Commissioner of Works & Emergency Services.

4.12 In the event the Developer has, with the consent of the City, commenced work on the Services, but before the Services have been given final acceptance by the City pursuant to the provisions of this Agreement, and any of the Services fail to function, or do not function properly, or are constructed in such a manner as to cause damage or pose a threat of damage of any nature or kind whatsoever, and in the sole opinion of the Commissioner of Works & Emergency Services, rectification or action is required to prevent damage or hardship to persons or property, the Developer shall, upon the written instructions of the Commissioner of Works & Emergency Services, do all acts and things as are required by the Commissioner of Works & Emergency Services to rectify the condition. In the event the condition as aforesaid is an emergency, or immediate rectification is required, then the City may take such action and do all such acts and things as are considered necessary and advisable in the place and stead of the Developer, and the Developer shall reimburse the City for any and all expenses incurred, whether directly or indirectly by the City, in connection with the same.

4.13 The City reserves the right to designate points of ingress and egress to the Lands for any purpose whatsoever until Final Acceptance. The Developer shall, at the Developer's expense, erect permanent type barricade in accordance with such specifications and at such locations as the Commissioner of Works & Emergency Services may in writing direct. If for any reason whatsoever, any person, firm or corporation, their servants and agents, or any unauthorized persons (including trespassers) damage or leave debris or mud in, under, upon or over any of the Services, whether by misadventure, inadvertence, lack of knowledge, intentionally or otherwise, the Developer shall forthwith repair any such Services and remove any debris or mud as the Commissioner of Works & Emergency Services may in writing direct.

4.14 The Developer shall maintain the Lands in a tidy condition and free from the accumulation of waste products and debris and shall cut all grasses and weeds at any time and from time to time to prevent growth in excess of fifteen (15) centimetres in height. When all work is substantially performed pursuant to this Agreement, the Developer shall remove the Developer's surplus products, tools, construction machinery, equipment, waste products and debris from the Lands, including any waste products and debris on the Lands caused by third parties. Notwithstanding the presence of successors in title to the original developer or third parties on the Lands, the Developer shall at all times continue to be responsible for maintaining the Lands in a tidy condition and free from the accumulation of waste, and the Developer shall remove or cause the removal of any waste products or debris from the Lands and Services or cut grasses and as aforesaid when requested to do so in writing by the Commissioner of Works & Emergency Services. The Developer shall be released from this obligation on a lot-by-lot basis only after the unconditional occupancy certificate is issued for the lot.

4.15 Defective work, whether the result of poor workmanship, use of defective products or damage through carelessness or other act of commission or omission of the Developer, and whether incorporated in the Services or not, which has been rejected by the Commissioner of Works & Emergency Services as failing to conform with the intent of this Agreement or the standards of the City, shall be removed promptly and replaced or repaired promptly in accordance with the directions of the Commissioner of Works & Emergency Services.

4.16 The City, the Commissioner of Works & Emergency Services and their respective servants and agents or representatives shall at any and all time have access to the Lands for any purpose whatsoever in connection with this Agreement and the Developer hereby grants the aforementioned right of access.

4.17 If the Developer covers or permits to be covered work that has been designated for special tests, inspections or approvals by the Commissioner of Works & Emergency Services before such special tests, inspections or approvals have been made, given or completed, the Developer shall, if so directed by the Commissioner of Works & Emergency Services, uncover such work, have the inspection or test satisfactorily completed and make good such work at the Developer's expense. The Commissioner of Works & Emergency Services may order any part or parts of the Services to be specially examined should he believe that such work is not in accordance with the requirements of this Agreement. If, upon examination such work is in the opinion of the Commissioner of Works & Emergency Services found not in accordance with the requirements of this Agreement, the Developer shall correct such work and regardless of any finding as aforesaid the Developer shall pay all expenses in connection with the provisions of this clause.

4.18 The Developer shall establish a monument as a permanent Geodetic Bench Mark within the Plan in a location and in such manner as approved by the Commissioner of Works & Emergency Services. Such monument shall be preserved and maintained by the Developer, and if necessary, the Developer shall, at the request of the Commissioner of Works & Emergency Services, establish such additional monuments for Geodetic Bench Marks as the Commissioner of Works & Emergency Services may require.

Section 5: Consulting Engineer

5.00 The Developer shall employ a Consulting Engineer to:

(a) design all Services;

(b) prepare and furnish all drawings, plans, specifications, reports and certificates as required by the Commissioner of Works & Emergency Services, or pursuant to this Agreement, at any time and from time to time;

(c) obtain all approvals required from all other governmental authorities or agencies;

(d) provide the field layout, the contract administration and Resident Supervision and inspection of the construction of all Services;

(e) maintain all records of construction and upon completion, advise the Commissioner of Works & Emergency Services of all construction changes and final measurements;

(f) provide the City with "as constructed" drawings from time to time upon completion of the construction of the Services;

(g) act as the Developer's representative in all matters pertaining to the construction of the Services; and

(h) perform such additional functions and services as may be required pursuant to this Agreement.

5.01 The employment of the Consulting Engineer by the Developer shall be confirmed to the City in a written letter of undertaking signed by the Consulting Engineer, acknowledging that he is aware of the terms of this Agreement and undertaking to provide the City with thirty (30) days' notice before withdrawing his services.

5.02 In the event the Consulting Engineer fails to provide services in accordance with the contract with the Developer as herein provided, or in accordance with the terms of this Agreement, or should the Consulting Engineer withdraw his services for the Developer, such failure or withdrawal shall be deemed to be a default pursuant to this Agreement.

Section 6: Other Consultants

6.00 The City may, at its option, require other consultants to assist the Commissioner of Works & Emergency Services, or otherwise supervise, inspect, or submit reports to the City, and the Developer shall pay for the cost of such additional consultants. If during the construction of the Services, the Commissioner of Works & Emergency Services or the City deems it necessary to revise or alter the Plans and Specifications, the Developer shall cause its Consulting Engineer to revise the same and submit such revisions to the Commissioner of Works & Emergency Services for approval. In such event, all Services shall be constructed in accordance with such approved revised Plans and Specifications.

6.01 The Developer shall, at all times and from time to time, at the Developer's expense, furnish all reasonable aid and assistance to the Consulting Engineer, the Commissioner of Works & Emergency Services and any other consultant, inspector or inspection firm in connection with this Agreement, the Services, the Plan, or the Lands, including all necessary testing and inspection of material and methods as may be required by the Consulting Engineer, the Commissioner of Works & Emergency Services, inspector or inspection firm, including the provision of reasonable facilities for the inspection of any materials and workmanship, and, when required, the provision of samples for testing. All tests required as aforesaid, shall be carried out in accordance with the specifications of the person requesting such test, and shall be performed at the cost of the Developer. Notwithstanding any inspection that may be carried out by the Commissioner of Works & Emergency Services, or any inspector or inspection firm on behalf of the City, the failure of the Commissioner of Works & Emergency Services or the said inspector or inspection firm to condemn or object to any defective work or material shall not constitute a waiver of any specification or the approval or acceptance of any defective work or material, and the Developer shall remain responsible for all and any work done or required to be done in accordance with the terms of this Agreement, including the repair or replacement of any defective work or material, at the Developer's sole cost and expense. In the event the Commissioner of Works & Emergency Services has required any quantitative or qualitative test for any purpose whatsoever as a precondition of any further construction, the Developer shall not construct such Services for which the test is required until such test has been received, reviewed and approved by the Commissioner of Works & Emergency Services and has issued an order in connection therewith. Such order may specify such work and in what manner it should be done, and may be subject to conditions and may specify that such work is to be completed within a specified time period, and the Developer shall comply with all terms of such order.

Section 7: Drainage, Grade Control and Erosion Control

7.00 The Developer agrees that prior to the application for any building permit for any Structure on the Plan, it will prepare and have approved by the Commissioner of Works & Emergency Services a Grade Control Plan for all Lots. The Grade Control Plan shall show all details required by the Commissioner of Works & Emergency Services, and without limiting the generality of the foregoing, shall show:

(a) all Lots;

(b) proposed locations for building envelopes, envelopes for private sewage disposal systems, and Private water supply systems;

(c) all existing and final grades at all corners of the Lots and all intermediate points of grade change;

(d) all original contours;

(e) all proposed finished front yard grades at building line for each Lot and finished floor grades and the lowest basement elevation for any proposed Structure on the Lands;

(f) the proposed direction of the rear yard drainage with any swales and rear yard catch basins required for any Lot;

(g) the location of the Geodetic Bench Mark monument as designated by the Commissioner of Works & Emergency Services;

(h) all embankments and retaining wall details required to effect the grading;

(i) sufficient external elevations and features to demonstrate how the development ties into adjacent properties; and

(j) limits of all areas requiring engineered fill.

7.01 The Developer agrees to operate a grade control program to the satisfaction of the Commissioner of Works & Emergency Services to ensure that all proposed development on the Lands conforms with the intent of the approved Grade Control Plan. In the event, in the opinion of the Commissioner of Works & Emergency Services, the Developer is not conforming with the Grade Control Plan, the Commissioner of Works & Emergency Services may issue a work order specifying what changes, alterations, or corrections the Developer is required to make. Failure to make such changes, alterations or corrections forthwith upon demand, or within a period of time prescribed by the Commissioner of Works & Emergency Services, shall be deemed to be default by the Developer under the terms of this Agreement.

7.02 All Lots and all lands owned by the Developer abutting the Lands shall be graded to drain in accordance with the Grade Control Plan. Until the roads laid out according to the Plan have been expressly assumed by the City as part of the City road system, the Developer shall provide adequate drainage of the surface water from the Lands. The Developer shall construct all Services in such a manner that no damage shall result by reason of the drainage therefrom or in connection therewith to persons other than the Developer or to property owned by persons other than the Developer. For the purposes of this clause, "persons other than the Developer" shall include successors in title to the Developer. The Developer shall grant and convey or cause to be granted and conveyed any and all easements required for drainage purposes herein referred to or as may be required from time to time in the discretion of the Commissioner of Works & Emergency Services. If Services are to be constructed to drain the Lands through lands other than the Lands, all such Services shall be designed in a sufficient size for the drainage requirements of an overall drainage area to be determined by the Commissioner of Works & Emergency Services.

7.03 The Developer shall provide that all foundation weeping tiles of any Structure constructed on the lands shall be constructed in such a manner to be approved by the Commissioner of Works & Emergency Services.

7.04 The Developer shall upon request of the Commissioner of Works & Emergency Services, take such erosion control measures and construct such erosion control works as the Commissioner of Works & Emergency Services may in writing direct. Such erosion control measures may, without limiting the generality of the foregoing, include:

(a) temporary sodding or seeding;

(b) temporary grading measures;

(c) use of barriers, fencing and embankments;

(d) permanent planting, seeding, or sodding;

(e) use of rip-rap or other similar methods;

(f) construction of culverts, drains and spillways;

(g) sedimentation ponds, retention ponds, detention ponds or siltation ponds.

Section 8: Maintenance

8.00 The Developer covenants and agrees to keep in a proper state of repair and operation all Services for a minimum period of two (2) years from the date of the issuance of the Certificate of Completion for such Services, and in any event until Final Acceptance thereof.

8.01 Without limiting the generality of any of the foregoing, the Developer hereby agrees during the maintenance period and until Final Acceptance as follows:

(a) to rectify, replace, or repair any Services not constructed in accordance with the approved Plans and Specifications or in accordance with the "as constructed" drawings provided by the Developer upon completion of construction;

(b) to maintain all roads within the Plan in a mud and dust free condition and free of debris and obstructions;

(c) to cut all grasses and weeds on the Lands that are not occupied at any time and from time to time to prevent growth in excess of fifteen (15) centimetres in height;

(d) to do all maintenance and repairs as the Developer may be directed to do in writing by the Commissioner of Works & Emergency Services;

(e) to ramp with asphalt all manholes and catch basins and appurtenances on the roadway until the application of the final coat of asphalt, or set the manholes level with base course asphalt and raise the manholes to finished grade with manhole lift rings to final grade of final coat of asphalt;

(f) to re-ramp all manholes and catch basins and raise or lower all valves, hydrants, water boxes and any other Services as may be required and in accordance with the directions of the Commissioner of Works & Emergency Services;

(g) to plug all openings in the building drains to prevent the entry of earth or any foreign materials into any storm or sanitary sewer;

(h) to keep visible, replace and obtain all water boxes, survey stakes, and any other Services required to be kept visible and maintained pursuant to this Agreement, or as directed by the Commissioner of Works & Emergency Services;

(i) to maintain the street lighting in good working order;

(j) to rectify and repair all settlements, depressions or any other defects on the roadway;

(k) to provide curb depressions adjacent to any approved driveway entrance to a roadway, and to replace any original depressions not required or approved with curbs in accordance with the specifications of the Commissioner of Works & Emergency Services;

(l) to be responsible for all winter maintenance and garbage collection within the Plan except as set out herein:

(a) in its sole discretion, the City may clear snow and collect household refuse on roads within the Plan only if the following conditions are met:

(i) a written request, for the provision of snow removal and/or household refuse collection services, is submitted to the Commissioner of Works & Emergency Services by the Developer;

(ii) all conditions of occupancy have been met and occupancy has occurred;

(iii) roads within the Plan are connected to existing assumed roads;

(iv) all maintenance holes and catchbasins are ramped with base course asphalt;

(v) roads are kept clear of dust, debris, building materials and any other items that would, in the opinion of the Commissioner of Works & Emergency Services, impede movement of City vehicles or equipment;

(b) the clearing of snow or collection of household refuse from roads within the Plan prior to the Assumption of Services shall not be construed for any purpose whatsoever as Acceptance or Assumption of the Services or roads by the City. The Developer agrees to absolve and indemnify the City from any and all liability of any kind whatsoever arising from such winter maintenance or household refuse collection directly or indirectly;

and to provide a secondary means of access if required by the City.

Provided however, the City may in its sole discretion perform this obligation for or on behalf of the Developer, and in doing so charge the Developer a fee based on rates established by the Ministry of Transportation for such work. The City shall not be responsible for any damage to Services as a result of this work, and in the event the City damages its equipment as a result of any breach of the Developer of the terms of this Agreement, the Developer shall pay all costs and expenses for the repair or replacement of such equipment. Nothing herein shall be construed as maintenance by the City for the purposes of creating any statutory duty on the City for the maintenance of public highways or with respect to the assumption of the roadways as public highways, it being understood and agreed that the City status in this capacity is as a sub-contractor or agent of the Developer and not as a municipality.

8.02 If during any maintenance period provided herein, in the opinion of the City or the Commissioner of Works & Emergency Services, the Developer is not adequately performing its obligations pursuant to this Agreement, or such obligations are not being performed expeditiously or in the best interests of the City, the City may, without prior notice to the Developer, enter upon the lands and repair, replace or otherwise obtain the Services at the Developer's expense.

Section 9: Building Permits

9.00 The City may refuse the issuance of a building permit for any Structure on any Lot, if:

(a) the Developer is in default of any of the provisions of this Agreement;

(b) the Commissioner of Works & Emergency Services has not given preliminary approval (which shall not be deemed to be a Certificate of Completion within the meaning of this Agreement) with respect to the completion of the construction of all of the Works, Special Works and any Additional Works previously required pursuant to this Agreement, except final course of asphalt in the streets;

(c) suitable access has not been provided by the Developer sufficient for vehicular traffic to the Lot, including secondary access if required by the City;

(d) an adequate supply of water is not available for the Structure;

(e) the Developer has not furnished the City with satisfactory evidence that the sewer and water facilities required to service the Lot or block have been completed on the street upon which the Lot or block fronts, and are connected to the City's water and sewer system, so as to provide adequate sewer and water services to the Lot or block;

(f) a site and grading plan for the Lot for which a building permit has been applied has not been filed with the City which shows:

(i) dimension property limits of the Lot;

(ii) proposed location of the Structure;

(iii) proposed lowest basement elevation and proposed lowest opening and proposed finished floor grades of the Structure;

(iv) proposed finished lot grades;

(v) existing and proposed lot grades for each of the corners of the Lot and intermediate points of grade change; and

(vi) the finished road grades adjacent to the Lot. Such site and grading plan shall have been approved by the Consulting Engineer and shall contain a certificate by such Consulting Engineer which shall certify the following:

(A) that the said site and grading plan is in conformity with the Grade Control Plan approved by the Commissioner of Works & Emergency Services and the road grades as shown on the Plans and Specifications approved by the Commissioner of Works & Emergency Services;

(B) that the Consulting Engineer has examined the plans and drawings for the Structure to be erected on the Lot;

(C) that the siting of the proposed Structure as shown on the site and grading plan accurately reflects the proposed Structure as shown on the plans and drawings for which a building permit has been applied;

(D) that the said site and grading plan has been approved by the agency or agencies having jurisdiction over approval of private sewage disposal systems and private water supply system;

(g) all of the conditions contained in Schedule "F" have not been complied with, including any approvals from any other governmental agency;

(h) the Lot is not visibly staked with stakes on all lot corners protruding at least 0.6 metres above the existing grade with an orange tag attached thereto and the Lot number is not clearly identified with a sign containing the appropriate marking with letters or numbers of at least fifteen (15) centimetres in height at least one (1) metre above the existing grade and located in the middle of the limit of the Lot adjacent to the roadway;

(i) the Toronto Hydro Electric Commission has not certified that the Developer has fully complied with its requirements for the provision of:

(i) the installation of an underground electric distribution system to adequately service the lands and all structures to be erected on the lands;

(ii) the payment of all fees, charges and costs required to be paid to the Toronto Hydro Electric Commission to provide for such a system; and

(iii) the conveyance of all easements or lands or the execution of all agreements required by the Toronto Hydro Electric Commission in connection with electric services for the lands and structures to be erected on the Lands;

(j) the City Solicitor has not certified that the Plan has been registered and that all easements and conveyances required to be conveyed pursuant to this Agreement have been received in satisfactory form and have been registered and that the title with respect to any conveyance is free and clear of any liens or encumbrances and in the case of easements is not subordinate to any liens or encumbrances;

(k) all dead trees on the Lands have not been removed;

(l) a curb cut has not been made at the approved location for a driveway to the Lot in a manner and at a location approved by the Commissioner of Works & Emergency Services and the remaining curb and gutter have not been constructed in accordance with the requirements of the Commissioner of Works & Emergency Services. If deemed necessary by the City or the Commissioner of Works & Emergency Services, the applicant for a building permit shall pay a curb deposit at the time of the issuance of the building permit in an amount and on such terms as determined by the City;

(m) a letter of credit has not been provided to the City, in form satisfactory to the City Solicitor and Treasurer, providing security in the amount of $50,000.00 as security at the rate of $5,000.00 per Lot, up to a total of 10 Lots, for compliance with the provisions of Section 10 hereof. The City acknowledges that it is prepared to waive the necessity of a separate letter of credit for this sum at the time the letter of credit is provided as set out in Schedule "G" solely on the understanding that the said sum of $50,000.00 shall be covered within said letter of credit at such time as the Developer would have been entitled otherwise to a reduction in said letter (i.e. the letter of credit shall not be reduced in this amount upon completion of the first $50,000.00 of work or services). The letter of credit shall be reduced at the rate of $5,000.00 per Lot upon the issuance of unconditional occupancy certificates for each of the last ten lots in the Plan to be sold;

(n) all letters of credit have not been provided by the Developer;

(o) all applicable Laws have not been complied with; or

(p) a letter of credit has not been provided to the City, in a form satisfactory to the City Solicitor, providing security in the amount of $156,000.00 as security at the rate of $2,000.00 per Lot for 78 Lots, for compliance with the provisions of Schedule "D" relating to the grading and sodding of Lots. The City acknowledges that it is prepared to waive the necessity of a separate letter of credit for this sum at the time the letter of credit is provided as set out in Schedule "G" solely on the understanding that the said sum of $156,000.00, together with the sum set out in subsection 9.00(n) (totalling $206,000.00) shall be covered within said letter of credit at such time as the Developer would have otherwise been entitled to a reduction in said letter (i.e. the letter of credit shall not be reduced in this amount upon completion of the first $156,000.00 of work or services). The letter of credit shall be reduced, as regards this $156,000.00, at the rate of $2,000.00 per Lot upon the issuance of unconditional occupancy certificates for each of the Lots in the Plan.

Section 10: Occupancy Certificates

10.00 The Developer hereby agrees that no structure erected on any Lot shall be occupied for any purpose whatsoever unless an "occupancy certificate" has been issued by the City, to permit occupancy of such Structure, and such occupancy certificate may provide:

(a) that the issuance of the occupancy certificate is conditional upon any matter or thing stated in such occupancy certificate, and that in the event such conditions are not complied with, then in the discretion of the City, the occupancy certificate may be revoked;

(b) for the posting of security upon the issuance of an occupancy certificate to provide for the compliance of certain matters or things, and without limiting the generality of the foregoing, such matters or things may include the following:

(i) the completion of the Structure as required by the Building Code Act, R.S.O. 1990, c. B.13, as amended;

(ii) the construction of Services;

(iii) the rectification or completion of any grading, sodding or seeding of the Lot;

(iv) finishing of the driveway;

(v) exterior painting of the Structure or other external finishing of the Structure; and

(vii) any other matter or thing being a requirement of this Agreement or with respect to compliance with any Laws;

10.01 The Developer hereby covenants and agrees to advise any purchaser of any Lot of the requirement pertaining to occupancy certificates as herein contained, and hereby further covenants and agrees that in any agreement whereby the Developer purports to sell, convey, transfer, assign, lease or otherwise deal with any Lot, the Developer shall obtain an acknowledgment from the other party to such an agreement that such other party is aware of the provisions of this Agreement pertaining to occupancy certificates. In the event the Developer does not obtain such an acknowledgment, the Developer shall be deemed to be in default pursuant to the terms of this Agreement. The Developer, forthwith after receipt of a copy of such an acknowledgment shall file a true copy thereof with the City Solicitor.

10.02 The City may refuse to issue an occupancy certificate if:

(a) the Developer is in default of any of the provisions of this Agreement;

(b) the Commissioner of Works & Emergency Services has revoked his preliminary approval given pursuant to sub-paragraph (b) of Section 9.00 hereof;

(c) approval has not been given by the Commissioner of Works & Emergency Services for the connection of water services, sanitary sewer, storm sewers or storm drainage, or such other services if applicable to the Structure or Lot;

(d) suitable access for vehicular traffic to the Lot has not been provided by the Developer or is not continuing to be provided by the Developer, including secondary access if required by the City, and for the purposes of this paragraph, suitable access shall be deemed to include keeping all roadways clear of debris and obstructions and free of snow and ice in accordance with City standards;

(e) all work on the Lot has not been done in accordance with site plan approval as referred to in paragraph (f) of Section 9.00 hereof;

(f) the Lot is not visibly staked with stakes on all Lot corners protruding at least 0.6 metres above the existing grade with an orange tag attached thereto and the Lot number is not clearly identified with a sign containing the appropriate marking with letters or numbers of at least fifteen (15) centimetres in height, at least one (1) metre above the existing grade and located in the middle of the limit of the Lot adjacent to the roadway and all iron bars or other markers as shown on the Plan as registered are not visible and have not been replaced if necessary;

(g) hydro-electric services are not connected to the Structure and all requirements of Toronto Hydro Electric Commission have not been complied with with respect to the Lot;

(h) street lighting, if required by this Agreement, has not been provided by the Developer adjacent to the Lot;

(i) all roof drainage and foundation weeping tiles of the Structure have not been completed or are not constructed as approved by the Commissioner of Works & Emergency Services;

(j) the Structure has not been constructed in accordance with all plans in respect of which a building permit has been issued and in compliance with the Building Code Act, R.S.O. 1990, c. B.13, as amended, or in the opinion of the Chief Building Official for the City of Toronto, the Structure is not habitable;

(k) the driveway to the Structure is not constructed with granular material to a standard which will facilitate vehicular traffic as may be specified by the Commissioner of Works & Emergency Services or otherwise specified in this Agreement, and if applicable, pursuant to the provisions of this Agreement, is not hard surfaced to a standard approved by the Commissioner of Works & Emergency Services;

(l) the Lot has not been sodded or seeded, and if applicable, in accordance with the requirements of this Agreement;

(m) a location survey prepared by an Ontario Land Surveyor showing the location of all structures on the Lot has not been approved by the City with respect to compliance with all applicable Laws and site plan agreements or site plan conditions contained herein or otherwise;

(n) the Commissioner of Works & Emergency Services has not issued a certificate of approval certifying that the lot grading for the Lot has been completed in accordance with the provisions of paragraph (f) of Section 9.00 hereof. Such certificate of approval shall not be issued by the Commissioner of Works & Emergency Services unless the Consulting Engineer has provided the Commissioner of Works & Emergency Services with the following:

(i) a plan based on the location survey referred to in subparagraph (o) of Section 10.02 hereof showing the finished floor grades of the Structure, the finished lot grades of the Lot and the drainage pattern for the Lot;

(ii) a certificate that the finished lot grading and drainage pattern of the Lot and the location and elevation of the Structure are in conformity with the approved lot grading plan or any other Plans or Specifications affecting the Lot;

(iii) a certificate that any applicable Services on the Lot connected to Services adjacent to the Lot have been constructed in a good and workmanlike manner, and in accordance with the provisions of this Agreement or other requirements of the Commissioner of Works & Emergency Services; or

(iv) a house number, such number to be designated by the City, has been permanently attached to the Structure;

(o) the Commissioner of Works & Emergency Services has not given a Certificate of Completion with respect to the completion of the construction of all of the Works, Special Works and any Additional Works previously required pursuant to this Agreement, except final course of asphalt in the streets;

(p) all applicable Laws have not been complied with;

(q) all street name signs and traffic control signs specified on the Plans and Specifications have not been installed to the satisfaction of the Commissioner of Works & Emergency Services.

Section 11: Final Acceptance

11.00 The City may accept all or a part of the Services as completed upon the issuance of a Certificate of Completion and after the expiry of all Maintenance Periods provided herein, and the City may refuse to accept all or a part of the Services unless:

(a) the Developer has complied with all of the provisions of this Agreement and is not in default pursuant to any of the provisions of this Agreement;

(b) the Developer has complied with all applicable Laws;

(c) the Developer has furnished a current statutory declaration to the City whereby the Developer declares that the Developer has paid all accounts that are payable in connection with the construction of the services and that there are no outstanding claims or liens with respect thereto;

(d) the City has received from an Ontario Land Surveyor a current certificate certifying that he has found or replaced all standard iron bars and all monuments for school blocks, park blocks, easements, walkways and conveyances for general municipal purposes shown on the Plan as registered and as shown on any reference plan prepared for the purposes of any easements required pursuant to this Agreement;

(e) the Consulting Engineer has provided the City with a certificate certifying that the Services have been constructed in conformity with this Agreement and in accordance with the Plans and Specifications, subject to any variation or amendment as approved in writing by the City or the Commissioner of Works & Emergency Services as the case may be;

(f) payment of a cash security deposit or the posting of an irrevocable letter of credit in favour of the City in an amount and on such terms to be determined by the City as security for Services for any Lot for which an occupancy certificate has not been issued at the time of Final Acceptance;

(g) the Developer has supplied to the City with the original tracings or drawings of all engineering drawings for the Services, to show the final "as constructed" conditions;

(h) the Developer has supplied to the City such additional surveys, plans, conveyances, easements, and documents requested by the City;

(i) the City has issued unconditional occupancy certificates pursuant to the provisions of Section 10 hereof for not less than eighty-five (85%) percent of the Lots within the Phase; and

(j) all Services have been completed, accepted and assumed by by-law.

11.01 Upon the City being satisfied that all of the Services required to be constructed pursuant to this Agreement have been constructed in compliance therewith, and that such Services are able to perform the function for which they were intended to be constructed, and upon the termination of the guarantee or Maintenance Periods, and upon maintenance of the said Services having been carried out to the satisfaction of the Commissioner of Works & Emergency Services, and upon compliance with all Laws, and upon the City having considered this Agreement and all of the terms and conditions contained herein, and upon a By-law of Council of the City to the effect that the City is prepared to accept all or part of the Services being enacted, then the City may in writing indicate such Final Acceptance of such services whereupon:

(a) except as to matters intended to survive such event, or unless otherwise agreed to in writing, the Developer shall be released from any further obligations pursuant to this Agreement with respect to such Services for which Final Acceptance has been given;

(b) any streets dedicated as a condition of this Agreement or by virtue of the registration of the Plan and included in such Final Acceptance shall then be deemed assumed by the City and notwithstanding anything else contained in this Agreement or any actions by the City at any time prior to such event, such roads shall not be deemed to be assumed by the City until Final Acceptance thereof as herein provided.

11.02 Notwithstanding any actions of the City prior to Final Acceptance as aforesaid, no Services shall be deemed assumed by the City for any purpose whatsoever. The Developer shall at all times be liable for the performance and maintenance of such Services until Final Acceptance thereof.

Section 12: Financial Requirements

12.00 Prior to the commencement of construction of any of the Works and Services (including any grading), the Developer shall provide the City with an amount payable in cash or by certified cheque being not less than 100% of the total cost as determined by Schedule "G" attached hereto, which shall be held by the City as security for the obligations of the Developer pursuant to any of the provisions of this agreement. If in the opinion of the City at any time and from time to time, such amounts are insufficient, such amounts may be increased, and the Developer shall pay such additional sum as may be required as a result of such increase. In determining the sufficiency of the amount, regard need not be placed solely to the particulars outlined in Schedule "G" attached hereto, but the total cost of satisfying all of the obligations of the Developer pursuant to any of the provisions of this Agreement. The City may accept an irrevocable letter of credit drawn on a chartered bank of Canada acceptable to the City in lieu of such total cash amounts referred to in Schedule "G" attached hereto and such additional amounts as determined by the City, provided such letter of credit shall be in a form acceptable to the City Solicitor and Treasurer and contain the following provisions:

(a) the letter of credit shall be security for any obligations of the Developer pursuant to the provisions of this Agreement, without any limitations whatsoever;

(b) drawings on the letter of credit shall be permitted upon presentation of a letter from the City to the bank claiming default by the Developer under the terms of this Agreement, and such default shall not be limited to the actions of the Developer;

(c) partial drawings shall be permitted;

(d) if the City has not determined the extent of the default or the amount required to rectify the default or compensate the City or third parties as a result thereof, the City may draw on the full amount of the Letter of Credit without any requirement to justify the amount of the draw;

(e) if the letter of credit is not renewed at least thirty (30) days prior to the date of expiry by an irrevocable letter of renewal or replacement letter of credit in such form and on such terms acceptable to the City Solicitor and Treasurer, the City may be permitted to draw on up to 100% of the letter of credit on or before the date of expiry.

12.01 All reductions on the letter of credit shall be in the sole discretion of the City and the City shall not be obligated to reduce the letter of credit by any amounts based on actual work performed by the Developer.

12.02 In the event the Developer fails to provide sufficient cash or a letter of credit as required pursuant to the provisions of this Agreement, such failure shall be deemed to be a substantial default pursuant to provisions of this Agreement and such default shall enable the City to realize on all or a part of the Lands secured by this Agreement in the same manner as if the City was enforcing its rights as a mortgagee against such lands.

12.03 Prior to the registration of the Plan (or at any time set out in Schedule "H", whichever is later), the Developer shall pay to the City in cash or by certified cheque the total amount of such levies, fees, deposits, assessments and charges more particularly set out in Schedule "H" attached hereto. In the event any of the fees and charges are estimated, the City shall account to the Developer for such fees and charges when they are actually incurred, and if additional monies are required with respect to such fees and charges, the Developer shall pay such fees and charges forthwith to the City.

Section 13: Conveyances and Easements

13.00 The Developer hereby agrees to convey or cause to be conveyed those lands and premises more particularly set out in Schedule "I" attached hereto to such grantees as the City may direct and in such form and manner acceptable to the City Solicitor. If the conveyance is to be made in fee simple, such conveyance shall be for good and marketable title to the lands to be conveyed, free and clear of all liens and encumbrances. If the conveyance is by way of easement, the form of the conveyance shall be acceptable to the City Solicitor, and the grantee shall acquire good and marketable title to the easement free and clear of all liens and encumbrances, or in the alternative, any encumbrancer affecting the lands being subject matter of the easement shall postpone and subordinate its interest in favour of the grantee on such terms and in such form approved by the City Solicitor. All conveyances, whether in fee simple or for easements, shall be made at the Developer's expense, and the Developer shall reimburse the City for any and all costs and expenses incurred by the City, whether directly or indirectly for the aforesaid.

13.01 In addition to the conveyances and easements described in Schedule "I" attached hereto, if in the opinion of the City additional easements or conveyances are required in connection with or to facilitate the Services, then upon request, the Developer shall convey or cause to be conveyed such additional lands or easements on the same terms and conditions as if the same had been included in Schedule "I" attached hereto, provided such request for any additional land or easement required to be conveyed to the City shall not include any of the Lands covered by any Structure, and provided further, any request for a conveyance of any part of the Lands in fee simple shall be limited to the obligation of the Developer hereunder and shall not be binding on any Purchaser of any Lot on which a dwelling has been erected.

13.02 The Developer hereby agrees that the Developer shall obtain from any purchaser of the Lands, or any part thereof, or of any Lot, a covenant to grant on any Part of the Lands not covered by any Structure such additional easements required for utility or drainage purposes by the City as the City may in writing advise. Notwithstanding the aforesaid, registration of this Agreement on title to the Lands shall be deemed to be binding on all successors in the title to the Developer.

13.03 The Developer hereby agrees that in any agreement for the sale, conveyance, or other disposition of any Lot or any part of the Lands to another person or corporation, the Developer shall obtain from such person or corporation a covenant for a right of entry for a period of twenty (20) years from the date of such conveyance for drainage and grading purposes. Notwithstanding the aforesaid, registration of this Agreement on title to the Lands shall be deemed to have the effect of such reservation and shall be binding on all successors in title to the Developer.

13.04 All conveyances referred to in this section shall be at the expense of the Developer and the Developer shall provide all reference plans requested by the City Solicitor in connection with such conveyances.

13.05 The Developer shall not use any of the lands or easements conveyed pursuant to this Agreement or any other lands owned by the City or by any governmental agency or body or by any utility, or subject to any easement in favour of the City or any governmental agency or body or any utility, for the depositing of any debris or storage of earth or material in connection with the development of the Lands or otherwise, and the Developer shall be responsible for preventing and removing the same from the Lands or other lands as aforesaid caused by third parties, at the Developer's expense. If necessary, the Developer shall, at the direction of the Commissioner of Works & Emergency Services, erect signs, temporary barriers and fencing to prevent the same.

Section 14: Insurance

14.00 Prior to the registration of the Plan, the Developer shall maintain insurance, and continue to maintain such insurance until final acceptance, against all damages or claims for damage with an insurance company satisfactory to the City. Such policy or policies shall include the City as a named insured and a certified copy of such insurance policy shall be delivered to the City and be in full force and effect until a Certificate of Completion has been issued by the Commissioner of Works & Emergency Services for all Services required pursuant to this Agreement and final acceptance by the City of such Services. Such policy of insurance shall be in a form acceptable to the City Solicitor and without limiting the generality of the foregoing, shall provide:

(a) that the minimum limits shall be not less than $2,000,000.00 for any single occurrence;

(b) that it shall not contain an exclusion for blasting;

(c) that the insurance premium has been prepaid for a period of not less than one year;

(d) that the policy will provide that it is not cancellable unless prior notice by registered mail has been received by the City from the insurer not less than thirty (30) days prior to the cancellation date;

(e) the policy shall not contain a deductible clause, provided however, if the policy does contain a deductible clause, the same shall be approved by the City, and the Developer shall provide an additional cash deposit payable to the City in an amount to be determined by the City. In the event of claims made against the City to which the deductible applies, the City shall appoint an independent adjuster to investigate such claim, and the finding of the independent adjuster shall authorize the City to pay such claims deemed valid by such adjuster out of the additional cash deposit posted with the City. In the event such additional cash deposits are deemed to be insufficient by the City at any time and from time to time, the Developer hereby agrees to pay such additional cash deposits forthwith to the City. All costs of the adjuster shall be borne by the Developer.

Section 15: Liens Upon the Lands

15.00 The Developer and Mortgagees hereby consent to the registration of this Agreement upon the Lands and hereby acknowledge that the same constitutes a first lien upon the Lands (not subject to any other liens or encumbrances) as security for any obligation of the Developer pursuant to this Agreement, in priority to any interest of the said Developer and Mortgagees. The said lien shall be enforceable upon a judgment or order of any court and all or any part of the Lands may be realized as security for such lien in the same manner as if the City was enforcing its rights as a mortgagee under a mortgage.

15.01 The Mortgagees agree that in the event of their obtaining or transferring the equity of redemption in the Lands under their mortgage, the title thereto shall be subject to the terms hereof in the same manner as if they had executed this Agreement as Developer.

Section 16: Default

16.00 Any default by the Developer, or by its agents, servants, heirs, executors, administrators, successors or assigns of any provision of this Agreement shall permit the City to enforce its rights pursuant to this Agreement by taking any of the following actions, or any combinations thereof:

(a) issue a stop work order, whereupon the Developer shall cease and desist from any and all work upon the Lands or any part thereof, notwithstanding the conveyance of all or part of the Lands to a successor in title;

(b) draw on any letter of credit held as security by the City pursuant to this Agreement, whether for payment in full or in part;

(c) any cash or deposits held by the City pursuant to this Agreement or any proceeds obtained from the presentation of any letter of credit, whether received from the Developer, the Builder, or any other person, firm or corporation, may be applied on account of any expenses incurred, whether directly or indirectly, or damages suffered by the City, as a result of any default as aforesaid or apply the same towards the cost of completing or performing any of the obligations of the Developer pursuant to this Agreement, or on account of liquidated damages. For the purposes of this paragraph "cost of completing or performing any of the obligations of the Developer pursuant to this Agreement" includes all costs and expenses deemed necessary or appropriate by the City and without limiting the generality of the foregoing may include:

(i) the appointment and employment of a manager;

(ii) the appointment and employment of a replacement for the Consulting Engineer;

(iii) other consultants;

(iv) administrative costs;

(v) interest;

(vi) legal expenses;

(vii) the reimbursement of third parties who have incurred a loss or have suffered damages as a result of the default of the Developer pursuant to the terms of this Agreement; and

(viii) the payment of any and all costs or expenses incurred, whether directly or indirectly in connection with any of the provisions of Section 16 hereof;

(d) perform or cause to be performed, at the Developer's expense, any and all of the obligations of the Developer pursuant to this Agreement and for this purpose enter upon the Lands and do all work upon the Lands or upon any lands affected by the conveyances or easements, or other lands as the City may decide;

(e) bring any proceeding in the nature of specific performance, injunction or other equitable remedy, it being acknowledged by the Developer that damages at law may be an inadequate remedy for a default or threatened default or breach of this Agreement;

(f) bring any action at law by or on behalf of the City or any other party as a result of any default under this Agreement in order to recover damages;

(g) institute any other legal Proceedings to enforce any of the provisions of this Agreement or compliance with any Laws or to take any other action deemed appropriate in the sole opinion of the City.

16.01 Any action taken or remedy elected by the City, shall not be or construed to be mutually exclusive of any other action not taken or remedy not elected by the City, nor shall the City be required to take any action or elect any remedy, other than such action or remedy which the City in its sole discretion determines advisable, and the City shall not be liable to any party to this Agreement or otherwise for failure to take any action or elect any remedy. No consent or waiver, express or implied by the City to or of any breach or default hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default, and the City hereby expressly reserves its rights to rescind or repeal any waiver, whether express or implied, with respect to any breach or default, whereupon the City shall have all of its rights and remedies pursuant to this Agreement, notwithstanding its previous consent or waiver. Failure on the part of the City to complain of any act or failure to act or to declare or notify the Developer of any breach or default, irrespective of how long such failure continues, shall not constitute a consent or waiver of the City of its rights hereunder. Nothing herein shall give any third party the right to compel the City to enforce any of its remedies pursuant to this Agreement or to hold the City or its agents accountable or liable for any acts or omissions with respect to this Agreement.

Section 17: Performance Guarantees

17.00 The Developer hereby agrees that the Services shall be constructed in a good and workmanlike manner free of any defect, notwithstanding such defect being as a result of faulty workmanship, material or design, so that such Services shall operate for the purpose for which they were intended free of any defects for a period of not less than two (2) years from the date upon which a Certificate of Completion for such Services has been issued, and during such guarantee period, the Developer shall repair any defects that may be required in accordance with the requirements of the Commissioner of Works & Emergency Services (hereinafter called the "Maintenance Period"). Provided however, nothing herein shall require the Commissioner of Works & Emergency Services to issue a Certificate of Completion for any Services until all Services have been constructed, unless in the sole opinion of the Commissioner of Works & Emergency Services, it is desirable to issue such Certificate of Completion for a part of such Services.

17.01 Prior to the issuance of any Certificate of Completion for any Services, and when requested to do so by the City, the Developer shall provide the City with a maintenance guarantee for such Services with respect to which the Certificate of Completion is to be issued, as follows:

(a) an amount payable in cash or by certified cheque to the City being not less than 20% of the estimated cost of the Services for which a Certificate of Completion is to be issued, such estimated costs to be determined by the Commissioner of Works & Emergency Services, and such amount shall be held by the City as security for the obligations of the Developer pursuant to any of the provisions of this Agreement. If in the opinion of the City, at any time and from time to time, such amount is insufficient, such amount may be increased and the Developer shall pay such additional sum as may be required as a result of such increase. Determining the sufficiency of the amount, regard need not be placed solely on the estimated cost of the Services as aforesaid but the total cost of satisfying all of the obligations of the Developer pursuant to any of the provisions of this Agreement. The City will accept an irrevocable letter of credit drawn on a chartered bank of Canada acceptable to the City in lieu of such cash amounts referred to above, provided such letter of credit, or increased letter of credit as the case may be, shall be in a form acceptable to the City Solicitor and contain the following provisions:

(i) the letter of credit shall be security for any obligations of the Developer pursuant to the provisions of this Agreement, without any limitations whatsoever;

(ii) drawings on the letter of credit shall be permitted upon presentation of a letter from the City to the bank claiming default by the Developer under the terms of this Agreement, and such default shall not be limited to the actions of the Developer;

(iii) partial drawings shall be permitted;

(iv) if the City has not determined the extent of the default or the amount required to rectify the default or compensate the City or third parties as a result thereof, the City may draw on the full amount of the letter of credit without any requirement to justify the amount of the draw;

(v) if the letter of credit is not renewed at least thirty (30) days prior to the date of expiry by an irrevocable letter of renewal or replacement letter of credit, in such form and on such terms acceptable to the City Solicitor and the Treasurer, the City may be permitted to draw on up to 100% of the letter of credit on or before the date of expiry.

Section 18: Ownership

18.00 All the Services to be constructed on lands conveyed to the City or to such other government agency as herein provided, whether by a conveyance in fee simple or by easement, shall upon construction thereof at any and from time to time, vest wholly in the City, and the Developer shall have no claims or rights thereto, except as expressly provided herein to the contrary, and the Developer hereby further waives any claim or right pursuant to the Construction Lien Act in respect thereof or the Lands.

Section 19: Taxes

19.00 The Developer hereby agrees:

(a) to pay all current taxes and arrears of taxes assessed or charged against the Lands, prior to the registration of the Plan;

(b) to pay all taxes as aforesaid as and when the same become due and payable;

(c) to commute and pay all charges, including the City's share, with respect to existing local improvements, assessed against the Developer or the Lands or any adjacent lands, if in the opinion of the City such charges for local improvements should be commuted and prepaid.

Section 20: Phases

20.00 The Lands shall be developed and building permits for Structures on the Lands shall only be issued in accordance with the phases and at the tines as set out and established in Schedule "K" hereof and on such terms and conditions as set out therein.

Section 21: Schedules

21.00 All the Schedules referred to herein and attached hereto shall be and form part of this Agreement. The Developer acknowledges and agrees that the Developer shall comply with all of the requirements set out in all of the said Schedules, at the Developer's own cost and expense.

Section 22: Variation in Registered Plan

22.00 If the registered Plan varies from the Plan on which this Agreement is based, and as a result of such variations, certain changes are required to be made to this Agreement or the Schedules attached thereto or with respect to the financial requirements of the Developer in connection therewith, it shall be sufficient for the City to deliver to the Developer a letter indicating the amendments to this Agreement, whereupon such amendments shall be deemed to be incorporated into this Agreement. The Developer hereby covenants and agrees to comply with the terms and conditions of such amendments as if they had been incorporated into the original agreement, and the encumbrancers hereby further acknowledge and agree that such amendments shall have the same effect as if they had been originally incorporated into this Agreement to which they are a party.

22.01 Schedule "M" attached hereto is a certificate from an Ontario Land Surveyor as to the frontage and area of all Lots and Blocks for the purpose of allowing the determination as to conformity with the zoning by-laws in effect at the time of issuance of a building permit.

Section 23: Assignment

23.00 The Developer hereby agrees not to assign this Agreement without the express consent to be obtained in writing from the City. Such consent may be refused by the City unless:

(a) the proposed assignee has executed an assumption agreement acceptable to the City Solicitor;

(b) the Consulting Engineer has agreed to be employed by the proposed assignee and continue on to act as Consulting Engineer as required by this Agreement;

(c) the encumbrancers have consented to the assignment;

(d) the Developer is not in default under any of the terms of this Agreement.

Section 24: Time of the Essence

24.00 Time shall at all times be of the essence of this Agreement.

Section 25: Notice

25.00 All notices, demands or requests provided for or permitted to be given pursuant to this Agreement shall be made in writing as follows:

(a) if made to the City, shall be addressed to the City of Toronto with a copy to the Commissioner of Works & Emergency Services, City Treasurer and City Solicitor until further notice. Notice to the City of Toronto and to the City Treasurer and City Solicitor shall be given at East York Civic Centre, 850 Coxwell Avenue, East York, Ontario M4C 5R1. Notice to the Commissioner of Works & Emergency Services shall be given as follows:

"Attention: Director of Engineering Services, Districts 1 & 2, 16th Floor, Metro Hall, Toronto, Ontario M5V 3C6"

(b) to the Developer at 181 Bay Street, Suite 2800, Toronto, Ontario M5J 2T3.

25.01 All notices, demands or requests shall be deemed to have been properly given if delivered personally or sent by prepaid and registered mail, return receipt requested. If notice is given by mail, the same shall be effective five (5) business days upon being deposited with the post office, or upon proof of delivery by return receipt. However, in the event of the interruption of postal services, the notice shall not be deemed to have been given during such period of interruption, unless the notice has been actually received.

Section 26: Governing Law

26.00 This Agreement shall be interpreted, construed and enforced in accordance with the Laws of the Province of Ontario.

Section 27: Severability

27.00 If any provision in this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by Law.

Section 28: Status Reports

28.00 Recognizing that each party hereto may find it necessary from time to time to establish to third parties the then current status of performance hereunder, each party agrees upon the written request of any other party, to furnish promptly a written statement on the state of any matter pertaining to this Agreement to the best of the knowledge and belief of the party making such statement.

Section 29: General Indemnification

29.00 The Developer hereby agrees to indemnify and save the City completely harmless with respect to any claims, demands, costs, actions, causes of action, suits, proceedings, debts, damages or costs whatsoever, at law or in equity, suffered or incurred by the City, whether directly or indirectly, as a result of this Agreement, the Lands, the Plan, or as a result of any other matter or thing in connection therewith or pertaining thereto, including any default by the Developer pursuant to the terms of this Agreement, or by reason of any negligence or wrongful act of the Developer, its servants, agents or representatives, and without limiting the generality of the foregoing, such indemnification shall extend to the following:

(a) all legal and consulting fees and disbursements as a result of legal and consulting services rendered to the City in connection with this Agreement, the Lands, the Plan or any other matter or thing in connection herewith or pertaining thereto;

(b) all administrative costs incurred by the City, to be calculated at the rate of two (2) times the pay scale applicable to persons employed by the City in connection with such administrative services, but in any event shall not be less than $350.00 Dollars per lot.

(c) any costs and damages suffered by third parties as a result of the negligence of the Developer or the default of the Developer pursuant to the terms of this Agreement or the contravention of any Laws, notwithstanding the fact that such third parties have not claimed or are not entitled to claim against the City for such damages or costs;

(d) the cost of all Services and the employment of all persons, firms and corporations in connection with this Agreement or referred to herein.

29.01 The Developer shall pay promptly any and all accounts rendered by the City to the Developer pursuant to any provision of this Agreement, and all accounts shall be due and payable upon the date that the same are rendered. Failure to pay such accounts within fifteen (15) days from the date thereof shall result in interest being added thereto at the rate of one and one-quarter (1-1/4%) per cent per month until payment in full has been received.

Section 30: Due Diligence

30.00 The Developer covenants and agrees with the City that it shall carry out its duties and obligations diligently and expeditiously hereunder and with due care.

Section 31: Terminology

31.00 All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and vice versa and shall refer solely to the parties signatory thereto except where otherwise specifically provided. Titles of articles and sections are for convenience only, and neither limit nor amplify the provisions of this Agreement, and all references herein to articles, sections, paragraphs or subdivisions thereof, shall refer to the corresponding article, section, paragraph or subdivision thereof, unless specified reference is made to such articles, sections or subdivisions of another document or instrument.

Section 32: Binding Agreement

32.00 Subject to the restrictions on assignment hereof by the Developer, this Agreement shall enure to the benefit of and be binding upon the respective successors and assigns of each of the parties hereto. If a party hereto is a person, this Agreement shall further be binding upon the respective heirs, executors, legal representatives and administrators of such person. "Successors and assigns" shall include any successor in title to the Developer as if such successor in title had entered into this Agreement in the place and stead of the Developer, and in the event of more than one successor in title to the Developer, or successors in title to part of the Lands, all of such parties collectively shall be deemed to be the Developer pursuant to the terms of this Agreement. For greater certainty, it is intended that the obligations of the Developer shall also be binding upon all of the successors in title to the Developer of the Lands save and except any Lands conveyed to the City, but no conveyance to any successor in title shall relieve the Developer of its obligations pursuant to this Agreement.

Section 33: Counterparts

33.00 This Agreement may be simultaneously executed in several counterparts each of which when so executed shall be deemed to be an original and such counterparts together shall constitute but one and the same instrument.

IN WITNESS WHEREOF the parties hereto have affixed their corporate seals, duly attested by the hands of their proper signing officers in that respect.

SIGNED, SEALED AND DELIVERED ) CITY OF TORONTO

In the presence of )

)

Authorized by Report No. of ) Per:

the East York Community Council adopted )

by City Council on the , and )

day of 1999. ) Per:

)

)

)

) REMINGTON HOMES

) (O'CONNOR) INC.

)

)

) Per:

) Name:

) Title:

)

) Per:

) Name:

) Title:

)

) I/We have authority to bind the

) Corporation.

)

SCHEDULE "A"

LEGAL DESCRIPTION OF THE LANDS

1590 O'CONNOR DRIVE

CITY OF TORONTO

ALL AND SINGULAR that certain parcel or tract of land and premises situate, lying and being in the City of Toronto (formerly Township of East York, in the County of York and Province of Ontario), and being composed of part of Block D, on the west side of O'Connor Drive, according to plan filed in the Registry Office as number 3683, containing by admeasurement five and fifty-three one hundredths acres (5.53) be the same more or less, and which said parcel is more particularly described as follows:

COMMENCING at the southeasterly angle of the said Block D where an iron bar has been planted;

THENCE northerly along the westerly limit of O'Connor Drive as shown on Plan 3683, one hundred and eight feet and eleven inches (108 ft. 11 inches) to a stake planted at the beginning of a curve in the said limit of O'Connor Drive and continuing still northly along the said westerly limit of O'Connor Drive on a curve to the left having a radius of nine hundred and fifty-seven feet (957 ft. 0 inches) a distance of three hundred and eighty-seven feet and half an inch (387 ft. 0 1/2 inch) to an iron pipe planted at the end of said curve;

THENCE north six degrees forty-five minutes and forty seconds east, still along the said westerly limit of O'Connor Drive as shown on Plan 3683, two hundred and fifty-six feet and three-quarters of an inch (256 ft. 0 3/4 inch) more or less to a point therein marked by an iron pipe where the said limit of O'Connor Drive is intersected by a line drawn parallel to the northerly limit of the said Block D and distant sixty-six feet (66 ft. 0 inch) measured southeasterly therefrom and at right angles thereto and the said point being distant seventy-two feet and a quarter of an inch (72 ft. 0 1/4 inch) more or less measured southerly along the said limit of O'Connor Drive from the northeasterly angle of the said Block D;

THENCE south seventy-two degrees and fifty-eight minutes west along the said parallel line four hundred feet (400 ft. 00 inches) to a stake planted;

THENCE south nine degrees and six minutes west, six hundred and ninety-three feet and four inches (693 ft. 4 inches) more or less to a stake planted in the southerly limit of the said Block D distant three hundred feet (300 ft. 0 inch) measured westerly therealong from the said southeasterly angle of the said Block D;

THENCE easterly along the said southerly limit of said Block D, three hundred feet (300 ft. 0 inch) to the place of beginning.

As previously described in Instrument No. TB195592.

SCHEDULE "B"

APPROVED REDUCED COPY OF

THE DRAFT PLAN

1590 O'CONNOR DRIVE

CITY OF TORONTO

[To be provided]

SCHEDULE "C"

DESCRIPTION OF APPROVED PLANS AND SPECIFICATIONS

1590 O'CONNOR DRIVE

CITY OF TORONTO

SCHEDULE "D"

SPECIAL CONDITIONS REGARDING CONSTRUCTION OF SERVICES

1590 O'CONNOR DRIVE

CITY OF TORONTO

1. General

1.1 The Developer hereby agrees that all Services to be installed by the Developer pursuant to this Agreement shall be designed and constructed in accordance with the Plans and Specifications and in accordance with the Ontario Provincial Standards (OPS) and the City of Toronto standards to the satisfaction of the Commissioner of Works & Emergency Services as well as in accordance with the requirements of the Ministry of Environment (MOE) and those of the Toronto Region Conservation Authority (TRCA) and any other authority where required.

1.2 The Developer hereby agrees to obtain written approvals in accordance with the following requirements:

1.2.1 Prior to the initiation of grading and prior to the registration of the Plan or any phase thereof, the Developer shall obtain written approval of the City for the removal of trees, topsoil, and commencement of grading;

1.3 The Developer hereby agrees that all Services to be installed by the Developer pursuant to this Agreement shall be constructed in accordance with the recommendations of the Soil Eng Limited report entitled AA Soil Investigation for Proposed Townhouse Development@ dated December, 1998.

2. Roadways

2.1 The Developer shall construct the public roadways in accordance with the Plans and Specifications, and in accordance with the OPS and the City of Toronto standards to the satisfaction of the Commissioner of Works & Emergency Services and as per the following standards:

2.1.1 Streets 1, 2, 3 and 4 as shown on the Draft Plan shall be constructed in accordance with the typical road cross-section for 16.5 m road allowances as shown on the Plans and Specifications and the pavement shall consist of the following:

(a) Subgrade compacted to ninety-five (95%) percent standard proctor density;

(b) Two hundred and fifty millimetres (250) minimum compacted depth of 50 mm crusher run limestone;

(c) One hundred and fifty millimetres (150) minimum compacted depth of 19 mm crusher run limestone;

(d) The granular depths set out are minimum only and are subject to recommendations by qualified soil consultants and approval by the Commissioner of Works & Emergency Services, ground conditions and phasing of the construction; and

(e) 65 mm compacted depth of hot-mix, hot-laid base course asphalt, MTO, HL-8, course mix, 40 mm compacted depth of surface course asphalt, MTO, HL-3, fine mix.

2.1.2 The Lane 1 and Lane 2 roadways as shown on the Draft Plan shall be constructed in accordance with the typical road cross-section for public laneways as shown on the Plans and Specifications and the pavement shall consist of the following:

(a) Subgrade compacted to ninety-five (95%) percent standard proctor density;

(b) One hundred and fifty millimetres (150) minimum compacted depth of 19 mm crusher run limestone;

(c) The granular depths set out are minimum only and are subject to recommendations by qualified soil consultants and approval by the Commissioner of Works & Emergency Services, ground conditions and phasing of the construction; and

(d) 150 mm depth of 30 mpa concrete with 5% - 7% air entrainment.

2.2 The Developer agrees to restore O'Connor Drive and Northline Road in accordance with the Plans and Specifications and in accordance with the OPS to the satisfaction of the Commissioner of Works & Emergency Services.

3. Lot Grading

3.1 All Lots on the Draft Plan shall be graded in accordance with the Plans and Specifications.

3.2 All areas disturbed or area graded must be graded to the satisfaction of the Commissioner of Works & Emergency Services. Ground cover must also be placed on these areas to the satisfaction of the Commissioner of Works & Emergency Services.

3.3 The Developer agrees that the overall grading plans and the individual lot grading plans are to reflect minimal grade changes in areas of any trees that may be required to be retained.

4. Street Name and Traffic Signs/Markings

4.1 The Developer shall provide and install all street names and traffic control signs/markings specified on the Plans and Specifications and as may be required by Provincial legislation and local municipal By-laws and to the satisfaction of the City.

4.2 The Developer agrees that all streets shall be named to the satisfaction of the City.

5. Tree Preservation

5.1 The Developer agrees to prepare a report satisfactory to the City, identifying any trees which are located on any portion of the lands and which are worthy of preservation, and detailing the manner in which these trees will be protected during and after construction, and to carry out the recommendations of the said report;

5.2 The Developer agrees to provide appropriate security satisfactory to the City to guarantee preservation of trees;

5.3 The Developer agrees that trees will not be removed without the specific consent of the City.

5.4 The Developer agrees that upon the registration of the overall final plan all diseased and dead trees upon the Lands covered by the proposed plan of subdivision will be cut down and removed from the Land. The decision of the City shall be final as to the designation of such trees as diseased or dead and as to the manner of disposal of diseased trees.

5.5 The Developer agrees to enter into a tree preservation agreement with the City in the event that any City owned boulevard trees are located adjacent to the Lands and to provide the City with tree deposit funds to protect against damage to the trees.

6. Topsoil

6.1 The Developer agrees that no topsoil shall be removed from the Lands. The Developer is solely responsible for ensuring that sufficient topsoil is available for all Lots to comply with the requirements of this Agreement. Topsoil shall not be stored on the Lands nor on any adjacent lands unless the approval of the City has first been obtained for the location of such storage and in no case shall topsoil be stored in a location which interferes with construction.

6.2 The Developer shall prepare and submit an area grading plan to the City for review and approval. The area grading plan shall clearly identify all measures to be taken to mitigate such nuisances as dust, erosion and siltation on existing residents and roadways. The Developer shall implement all mitigative measures contained in the area Grading Plan. Mitigative measures shall include, but are not limited to, grading and applying a seed and mulch mixture to all disturbed areas and stockpiles, and the installation of adequate erosion and siltation controls.

7. Electrical Distribution System and Street Lighting

The Developer agrees to satisfy all of the capital, servicing and other requirements, financial or otherwise, of Toronto Hydro Electric Commission (Toronto Hydro) related to the proposed plan of subdivision, including but not limited to:

7.1 entering into a financially secured agreement with Toronto Hydro in a form satisfactory to Toronto Hydro=s solicitor, at the Developer=s expense;

7.2 constructing such services as may be required by Toronto Hydro to service the proposed subdivision with hydro-electric service, at the sole cost and expense of the Developer, or alternatively, reimbursing Toronto Hydro for cost of the construction of such services (at the option of the City) as may be required by Toronto Hydro, including the provision of underground electrical distribution systems, street lighting and the cost of bringing the hydro plant and service to the limits of the proposed draft plan;

7.3 constructing all hydro related works and services required pursuant to this condition or in the agreement referred to above, in accordance with Toronto Hydro=s specifications and policies and pursuant to the direction of Toronto Hydro=s Customer Facilities Design and Construction Department;

7.4 granting to Toronto Hydro or the City as directed by Toronto Hydro, any easements that may be required for Toronto Hydro=s needs related to the proposed plan of subdivision, free and clear of all liens, charges and encumbrances, at no cost Toronto Hydro and in a form satisfactory to Toronto Hydro=s solicitor.

7.5 submitting plans in an electronic form, acceptable to Toronto Hydro, for all of the works and services required by Toronto Hydro, and requesting Toronto Hydro=s estimate of cost of all such works and services;

7.6 ensuring that the style of the street lighting meets with the City=s approval;

7.7 the location and number of duct banks, transformer pads, transformers, cabling and meters to be provided at the Developer=s expense shall be determined by Toronto Hydro;

7.8 street lights shall be installed at the Developer=s expense in locations as specified by Toronto Hydro. The Developer shall submit to the City and Toronto Hydro for approval, a street lighting plan for the streets, and lanes which complies with City and Toronto Hydro standards. Alternatively, the Developer shall make arrangements with Toronto Hydro to undertake this work and reimburse Toronto Hydro for the cost of construction of such services (at the option of Toronto Hydro). The Developer shall ensure that all of the works set out in the approved street lighting plan is carried out to the satisfaction of the City.

8. Other Utilities

8.1 The Developer agrees to make satisfactory arrangements financial and otherwise with the appropriate utility companies for the installation of electric, gas, cable, telephone and telecommunication services and to obtain all required approvals from these utility companies.

8.2 The Developer agrees to install these services underground within the road allowances or within other appropriate easements, which easements shall be granted by the Developer to the utility company without monetary consideration and in priority to all charges, liens and encumbrances; and

8.3 The Developer agrees to provide the City with written confirmation that the owner has satisfied all these utility companies= requirements.

8.4 The Developer agrees to provide to the City a Utility Co-ordination Plan with appropriate authorizations for each utility, all to the satisfaction of the City.

9. Drainage and Servicing Easements

The Developer covenants that such drainage and servicing easements as may be required for utilities, servicing and drainage purposes shall be obtained and granted by the Developer to the appropriate authority at the sole cost and expense of the Developer and shall be in a form satisfactory to the appropriate authority or the City Solicitor as the case may be.

10. Sodding Boulevards and Yards

10.1 The Developer shall rough grade, fine grade and place a minimum of 100 mm topsoil and nursery sod on all portions of the Lots to the satisfaction of the Commissioner of Works & Emergency Services prior to the application for a final occupancy certificate.

10.2 The Developer shall grade and place a minimum of 100 mm of topsoil and nursery sod on all portions of the public highways, which are not paved, and all drainage swales on public or private property to the satisfaction of the Commissioner of Works & Emergency Services.

11. Sanitary Sewer System

11.1 The Developer shall construct all sanitary sewers and appurtenances in accordance with the details outlined on the Plans and Specifications and in accordance with the OPS to the satisfaction of the Commissioner of Works & Emergency Services.

12. Storm Drainage

12.1 The Developer shall construct all storm sewers and appurtenances, ditches, water quantity control and water quality control measures and other miscellaneous drainage facilities in accordance with the details outlined on the Plans and Specifications. The design shall include provisions for all outside contributing areas.

12.2 The Developer shall construct, install and maintain any temporary or permanent erosion and siltation control devices or stormwater management facilities required by the Commissioner of Works & Emergency Services prior to the commencement of any construction and shall maintain these facilities in good working order. The Developer shall provide additional erosion and siltation control devices as may be required during construction of this project.

12.3 The Developer agrees to be responsible for the proper drainage within the Lands and for the effect of such drainage on all abutting properties.

12.4 The Developer, prior to the initiation of grading, shall submit to the Commissioner of Works & Emergency Services for review and approval, a stormwater management report describing and detailing how stormwater will be conveyed from the Lands, including any stormwater management techniques that may be required and the methods whereby erosion and sedimentation and their effects will be controlled and minimized on the Lands and in downstream areas during and after construction.

13. Water Distribution System

13.1 The Developer shall construct all watermains and appurtenances in accordance with the details outlined on the Plans and Specifications and in accordance with the OPS and the City of Toronto standards to the satisfaction of the Commissioner of Works & Emergency Services.

14. Fencing

14.1 The Developer shall construct fencing in accordance with the Plans and Specifications and shall construct fencing in other locations required by the City to the satisfaction of the City.

14.2 The Developer agrees that any fencing to be placed on the road allowances shall be located at least 0.3 m from the edge of sidewalk.

15. Walkways

15.1 The Developer shall construct walkways in accordance with the Plans and Specifications.

16. Landscaping

16.1 The Developer agrees to construct the landscaping in accordance with the Plans and Specifications to the satisfaction of the City. Landscaping of Lane 1 shall consist of grass and trees, all to the satisfaction of the City

17. Sidewalks

17.1 The Developer shall construct concrete sidewalks in accordance with the Plans and Specifications and in accordance with the City of Toronto standards to the satisfaction of the Commissioner of Works & Emergency Services.

17.2 The Developer shall construct sidewalks along both sides of all streets within the Draft Plan and along the east side of Lane 2 and along the south side of Northline Road to the satisfaction of the Commissioner of Works & Emergency Services.

17.3 The Developer shall construct a sidewalk on Northline Road and reconstruct the sidewalk on O'Connor Drive to remove existing curb cuts, strengthen sidewalks where they pass through entrances and to provide for replacement of sidewalk damaged by construction, all to the satisfaction of the Commissioner of Works & Emergency Services. The Developer shall ensure that the sidewalks through the access to the proposed public lanes will be continuous. At the roadway intersections with Northline Road and O'Connor Drive and the internal intersections of the public roads the sidewalks will have ramps to the satisfaction of the Commissioner of Works & Emergency Services.

17.4 The proposed sidewalks within the Draft Plan shall be constructed to a minimum width of 2 metres.

17.5 The Developer shall construct both on the Lands and at appropriate locations along the public sidewalk, wheelchair ramps to the satisfaction of the Commissioner of Developer Services to ensure that the site is fully accessible to disabled persons.

18. Meetings

18.1 Preconstruction Meetings

The Developer shall convene a meeting, prior to commencement of construction to be attended by the Developer's Consulting Engineer, all contractors to be employed on the site to construct the Services, the Commissioner of Works & Emergency Services, and the City and Ministries staff, where involved, to review the schedules of construction prepared by the Developer, the methods of construction and the specifications.

19. Testing and Inspection

The Developer shall be responsible for the cost of all inspection and testing.

20. As-Constructed Drawings

The Developer shall provide the City with computer generated (CAD) drawings of the plan of subdivision and of all reference plans. These plans shall be tied to horizontal control at a minimum of three locations at the extreme corners of the plan. As-built engineering drawings are to be provided in a digital exchange format (DXF) compatible with the City=s computer system. In addition, a set of mylar as built drawings and a video in VHS format of a video inspection of all sewers within the Plan, are to be submitted.

21. OLS Certificate

The Developer shall pay the cost of supplying and installing horizontal and vertical control and certification for the Lands by an Ontario Land Surveyor as part of the City=s survey monumentation program.

22. Canada Post

The Developer shall make satisfactory arrangements with Canada Post and the City for the provision of suitable sites for the installation of Canada Post mailboxes or such other arrangements as Canada Post may approve.

23. Energy and Water Saving Devices

The Developer agrees to employ energy and water saving devices in all the homes to be built within the plan to the satisfaction of the City.

24. Service Relocation Costs

The Developer agrees to reimburse the City for any service relocation costs incurred by the City in connection with the construction of services for the development.

25. Noise Impact

The Developer agrees that the noise control features/measures recommended in the "Noise Impact Review of Stationary Noise Sources, 1590 O'Connor Drive, Toronto, Ontario" dated February 17, 1999 and "Noise Impact Study, 1890 O'Connor Drive, Toronto, Ontario" dated February 9, 1999 by J. E. Coulter Associates Limited shall be implemented, to the satisfaction of the City.

26. Field Layout

Notwithstanding the provisions of Section 5.00(d) of this Agreement, if the horizontal and vertical control of the Works is to be undertaken by the Developer's Contractors, the Developer's Engineering Consultant shall provide periodic checks of the field layout. Such periodic checks of the field layout shall be undertaken at least once a week.

27. Blasting

Notwithstanding the provisions of Section 4.00(b) of this Agreement, if the Developer provides the City with a certificate certifying that no blasting will occur during the course of construction of the Works, the policy referred to in Section 4.00(b) need not contain the exclusion for blasting.

28. City Inspections

28.1 Notwithstanding the provisions of section 6.00 of this Agreement, all Services shall be constructed and installed under the observation of inspectors employed by the City and directed by the Commissioner of Works & Emergency Services.

28.2 At least two (2) days prior to commencement of construction, the Developer agrees to ensure that his Consulting Engineer notifies the City in writing of the proposed date of commencement of construction.

29. Construction Access

The Developer hereby acknowledges and agrees that the principle construction ingress and egress to and from the Lands shall be via Northline Road. The Developer shall submit an application for access to City roads, to Works and Emergency Services, Right-of-Way Management Section, District 1, East York Civic Centre.

SCHEDULE "E"

RESTRICTED LOTS OR BLOCKS REQUIRING

SITE PLAN APPROVAL AND AGREEMENT

1590 O'CONNOR DRIVE

CITY OF TORONTO

1. Blocks 1 to 13, both inclusive, on the Draft Plan.

SCHEDULE "F"

SPECIAL CONDITIONS RE LOTS

1590 O'CONNOR DRIVE

CITY OF TORONTO

1. Occupancy Certificate

1.1 Prior to the Issuance of an Occupancy Certificate for any Lot the Developer shall construct all fencing as required in Schedule "D", Paragraph 14 to the satisfaction of the Commissioner of Works & Emergency Services.

1.2 Prior to the Issuance of an Occupancy Certificate for any Lot, the City Chief Building Official or his or her designate shall be satisfied that water saving devices have been installed on all water closets, urinals, lavatory faucets, kitchen faucets and shower heads for any dwelling located on that Lot.

1.3 Prior to the Issuance of an Occupancy Certificate for any Lot, the Commissioner of Works & Emergency Services shall be satisfied that the roadways, with the exception of final course asphalt, have been completed.

2. Building Permits

2.1 Prior to the Issuance of the first Building Permit, the Developer shall:

2.1.1 Ensure that all the easements required to permit construction of the public services and the utilities have been approved by the Commissioner of Works & Emergency Services and City Solicitor and registered on title by the City, and shall submit satisfactory proof to the Commissioner of Works & Emergency Services that such easements have been obtained.

2.1.2 Provide a record of the site condition as outlined in the MOE guidelines.

2.1.3 Deposit funds with the City for the review of the building drawings and specifications to ensure the conformance with MOE and City requirements with respect to noise.

3. Fire Permits

The Developer acknowledges that fires may not be set on the Lands. Should an illegal fire be set, by the Developer, its servants, representatives or agents, the Developer hereby agrees to pay any costs which may be incurred as a result of the illegal fire and the City may draw on the Letter of Credit to recover such costs should the Developer refuse or fail to pay same.

4. Fire Protection

The Developer shall ensure that all requirements of the City Fire Chief are complied with.

5. Re-Use of Scrap Materials

The Developer shall ensure, to as great an extent as possible, that scrap wood materials that can either be re-used shall not be taken to a landfill site. Such material shall either be used by the Developer or otherwise re-used.

6. Engineered Fill on Lots

The design of the fill shall be as per the recommendations of the Developer's geotechnical consultant. The areas of engineered fill on the Lots is to be shown on the area grading plans submitted to the City.

7. Drainage Swales

The owner of any Lot within the Draft Plan which has a drainage swale or swales shall be responsible to ensure that grades of drainage swales on their Lots are not altered and are properly maintained and the said Lot owner shall be solely responsible for any and all damages or injuries which may arise from the failure to do so.

8. Retaining Walls

The owners of any Lot within the Draft Plan which has a retaining wall constructed on it acknowledge and agree that it shall be the said owners= responsibility to maintain these works to the satisfaction of the City These owners acknowledge and agree that they shall be solely responsible for any and all damages or injuries which may arise from the failure to do so.

10. Fences

The owners of any Lot within the Draft Plan which has a fence constructed on it acknowledge and agree that it shall be the said owners= responsibility to maintain these works to the satisfaction of the City. These owners acknowledge and agree that they shall be solely responsible for any and all damages or injuries which may arise from the failure to do so.

11. Landscaping and Fencing Within Road Allowance

All Lot owners acknowledge and agree that it shall be the said owners= responsibility to maintain any fencing, ground cover, shrubs or trees within the public road allowance immediately adjacent to their Lot, to the satisfaction of the City.

12. Block 12

The Developer hereby agrees that Block 12 on the Draft Plan shall be conveyed to the owner of Block 1 on the Draft Plan and shall remain in common ownership with the said Block 1. The Developer agrees that a restrictive covenant shall be registered on title to both Block 1 and Block 12 providing for the merger of title as aforesaid and further requiring the owners, from time to time, of Block 1 to maintain, care for, repair and replace, as required, both the landscaping and the retaining wall located on said Block 12, at their own cost and expense, all to the satisfaction of the City.

13. Landscape Buffer Strip

The Developer agrees to construct a landscape buffer strip within the road allowance to be located to the rear of Blocks 2 to 6 on the Draft Plan, to the satisfaction of the City.

SCHEDULE "H"

LEVIES, FEES, ASSESSMENTS AND CHARGES PAYABLE

1590 O'CONNOR DRIVE

CITY OF TORONTO

1. Cash Payments

The Developer hereby agrees to make the following cash payments to the City immediately upon execution of this Agreement:

(i) All outstanding accounts presently submitted to Council for services for legal, planning and engineering services;

(ii) The current taxes and arrears of taxes assessed or charged against the Lands.

2. Letter of Credit

The Developer shall provide a Letter of Credit to the City in accordance with Section 12 and Schedule "G" of this Agreement.

3. Parkland Dedication

The parties agree that the total parkland dedication for the Lands required pursuant to By-law No. 85-92, as amended shall consist of the following:

(i) conveyance of Block 13 to the City for the purposes of a park;

(ii) the improvements required pursuant to Schedule "J"; and

(iii) a cash payment to be made by the Developer to the City, in the amount of $270,000.00, immediately upon execution of this Agreement.

The Developer agrees that the improvements to the park shall be completed by the earlier of:

(a) June 1, 2000; and

(b) substantial completion of all of the landscaping on all of the Lots.

4. Development Related Engineering Fees

4.1 The Developer agrees to pay at the time of first submission of the engineering drawings 1.5% of the estimated cost of constructing the Services.

4.2 Prior to release for construction of Services, the Developer agrees to pay towards the engineering and inspection costs, the balance of 3% of the final estimated Servicing costs related to servicing work and all other construction obligations for the Subdivision. The calculation of the fee will be based on the estimated Servicing costs used to calculate the amount of the Financial Security as set out in Schedule AG@ and the amount will be determined by the Commissioner of Works & Emergency Services, whose decision shall be final. It is acknowledged that these fees do not include the fee to review sewer and water works as required by the Ontario Water Resources Act, as amended from time to time or the associated Transfer of Approvals Program.

4.3 In the event that the Developer revises the concurred in engineering drawings, the Developer agrees to pay an additional engineering fee of 1% of the estimated cost of components of the Services being revised.

5. Development Charges Act

The parties acknowledge and agree that the Lands are not subject to the payment of any Development Charges in accordance with City of Toronto By-law No. 476-1999, as amended by By-law No. 644-1999.

SCHEDULE "I"

CONVEYANCES AND EASEMENTS

1590 O'CONNOR DRIVE

CITY OF TORONTO

1. Easements

1.1 Drainage and Servicing Easements

The Developer covenants and agrees that such drainage and servicing easements as may be required for utilities, servicing, and drainage purposes shall be obtained and granted at the sole cost and expense of the Developer to the appropriate authority and shall be in the form as may be required by the appropriate authority or the City Solicitor.

1.2 Easements to the City for Grading and Drainage

A general license and easement for grading and drainage purposes for 20 years over Blocks 1 to 12, both inclusive of the Draft Plan.

1.3 Utility Easements

Utilities (Telephone, Hydro, Gas, Cable TV, etc.) to be located within the road allowance at the locations shown on the typical road cross-section, approved as part of the Plans and Specifications. Easements for utilities located other than on road allowances, shall be provided by the Developer at such other locations as may be approved by the Commissioner of Works & Emergency Services.

1.4 Building Permits

No building permits shall be issued until all the easements required to permit construction of the public services and the utilities have been approved by the Commissioner of Works & Emergency Services and City Solicitor and registered on title by the City.

1.5 Easements to the City and/or Toronto Hydro for Street Lights, Electrical Conduits and Transformer Vaults

2. Public Highways

2.1 The streets and lanes to be constructed in this development shall be conveyed and dedicated to the City of Toronto as public highways at no cost to the City and free and clear of all liens and encumbrances.

3. Conveyances

The Developer shall convey or cause to be conveyed the following:

3.1 To the City of Toronto:

3.1.1 0.3m reserves - Block 14 on the Draft Plan.

3.1.2 Parkland - Block 13.

4. Restrictive Covenants

4.1 To the City of Toronto:

4.1.1 Restrictive Covenant as set out in Section 12 of Schedule "F2".

SCHEDULE "I2"

APPROVED REDUCED COPY OF REFERENCE PLAN

1590 O'CONNOR DRIVE

CITY OF TORONTO

[To be provided]

SCHEDULE "J"

PARKS, OPEN SPACES AND COMMUNITY LANDS

1590 O'CONNOR DRIVECITY OF TORONTO

1. The Developer shall make such park improvements to Block 8 as may be required by the City at the Developer=s expense and to the satisfaction of the City. The Developer shall submit for the approval of the City, a park improvement plan and shall carry out all improvements of the plan by the earlier of:

(a) June 1, 2000; and

(b) substantial completion of all of the landscaping on all of the Lots.

SCHEDULE "K"

SCHEDULE OF STAGES

1590 O'CONNOR DRIVE

CITY OF TORONTO

NIL

SCHEDULE "L"

MODEL HOMES AGREEMENT

1590 O'CONNOR DRIVE

CITY OF TORONTO

NIL

SCHEDULE "M"

DIMENSIONS OF LOTS AND BLOCKS

1590 O'CONNOR DRIVE

CITY OF TORONTO

[To be provided]

SCHEDULE "N"

SPECIAL WARNINGS AND NOTICES

1590 O'CONNOR DRIVE

CITY OF TORONTO

1. The Developer shall ensure that the following Special Warnings and Notices are included in all Agreements of Purchase and Sale for the Lots noted below and further that said Agreements shall require all subsequent Agreements of Purchase and Sale to contain same. In any event the Developer undertakes to deliver forthwith to all prospective purchasers who have executed Agreements of Purchase and Sale notices in substantially the same form as below and further to obtain acknowledgements executed by the said prospective purchasers on or before sale or transfer of any Lot to the purchaser. In addition, prospective purchasers of Lots are also hereby warned as follows:

1.1 "Occupancy

Occupancy of any dwelling within this Development is illegal unless an Occupancy Certificate has been obtained from the City of Toronto.

For Further Information Contact:

Chief Building Official

City of Toronto

East York Civic Centre

850 Coxwell Avenue

East York, Ontario

M4C 5R1

1.2 "Warning - Snow Ploughing

The Purchasers must be aware that Lanes 1 and 2 on the Draft Plan will receive the lowest priority for snow ploughing and at times may not be cleared at all. By executing this Agreement of Purchase and Sale, the Purchasers acknowledge the foregoing and agree to accept and tolerate this level of service.

1.3 "Warning -Adjacent Roadways

The Purchasers must be aware that this development is located adjacent to major City roadways which can be the source of disturbances such as noise, etc. By executing the Agreement of Purchase and Sale, the Purchasers acknowledge the foregoing and agree to accept and tolerate these disturbances.@

1.4 AWarning - Land Uses Within and Adjacent to the Plan

The Purchasers must be aware that this development is located adjacent to industrial and commercial areas and that the zoning for the Draft Plan permits industrial and commercial uses in the vicinity which can be the source of disturbances such as noise, odours, etc. By executing the Agreement of Purchase and Sale, the Purchasers acknowledge the foregoing and agree to accept and tolerate these disturbances.

1.5 "Warning - Parkland Area

The Purchasers acknowledge that he or she is aware that Block 13 of the Draft Plan may be utilized as parkland and can be used for both active and passive activities. The purchaser/grantee covenants and agrees that he or she will not object to the lawful use of these said lands for such purposes as the City may lawfully permit and in particular will not object to the resulting noise, lighting, or visual unsightliness of such uses."

1.6 "Warning - Noise Levels

1.7 "Notice - Drainage Swales

The Purchasers of any lot which has a drainage swale or swales shall be responsible to ensure that grades of drainage swales on their lots are not altered and shall be solely responsible for any and all damages or injuries which may arise from the negligent failure to do so."

1.8 ANotice - Landscaping and Fencing Within Road Allowances

All Lot Purchasers shall be responsible for the maintenance of any fencing, ground cover, shrubs or trees within the public road allowance immediately adjacent to their lot, to the satisfaction of the City.@

1.9 ANotice - Retaining Walls

The Purchasers of any Lot which has a retaining wall constructed on it shall be responsible for the maintenance of the retaining wall, to the satisfaction of the City.@

1.10 ANotice - Fences on Private Property

The Purchasers of any Lot which has a fence constructed on it shall be responsible for the maintenance of the fence, to the satisfaction of the City.@

1.11 ANotice - Transformer Vaults and Street Lights

The Purchasers are advised that their Lot may have a street light and/or a transformer pad located thereon. For those Lots with such installations, easements will be granted to the City and/or Toronto Hydro permitting access thereto from time to time for the purposes of maintenance, repair or replacement.@

1.12 ANotice - Alternative Street Design Standards

The Purchasers are advised that the streets and lanes within this Draft Plan have been constructed to alternative design standards released as guidelines by the Province of Ontario and that the street and lane right-of-way widths may be narrower than existing streets and lanes within the City.@

1.13 ANotice - On-Street Parking

The Purchasers are advised that the City has permitted on street parking on some of the streets within this plan.@

1.14 ANotice - Block 12 and Block 1, Section 12, Schedule AF2@

The Purchasers of Block 1 on the Draft Plan or lots eventually forming part of Block 1 are advised that title to Block 12 on the Draft Plan will also be conveyed to them. There will be a restrictive covenant registered on title to these two parcels which will require that title to these two parcels may not be separately conveyed, but must be conveyed together. As well, Block 12 will have located on it, landscaping and a retaining wall, all as shown on the Plans and Specifications. The restrictive covenant and this Agreement both provide that the owner from time to time of the lot or lots forming part of Block 1 shall be responsible for the care, maintenance, repair or replacement of the said landscaping and retaining wall, at their own cost and expense.