10348 Warden Avenue, Ontario, Canada Approximate Acre Residential Development Opportunity (Within the Future Urban Area) ELGIN MILLS RD E

Transcription

1 LAND FOR SALE Warden Avenue, Ontario, Canada Approximate Acre Residential Development Opportunity (Within the Future Urban Area) WARDEN AVENUE ELGIN MILLS RD E WARDEN AVE WOODBIN E AVE SUBJECT PROPERTY MAJOR MACKENZIE DR E Bid Tender Due Date: July 6, 2017 at 4:00pm (EDT) ROBERT SCOTT Executive Vice President* Colliers International robert.scott@colliers.com PAMELA LIEGLER Senior Vice President* Colliers International pamela.liegler@colliers.com 1

2 Table of Contents 1. INTRODUCTION Purpose of this RFO RFO PROCUREMENT PROCESS Estimated Timeline Data Room Site Visits KEY ISSUES Due Diligence Severance and Extension of Closing Date Deposit and VTB Brokerage Leasing Arrangement Secondary Plan PROPOSAL REQUIREMENTS Non-Disclosure Agreement SUBMISSION INSTRUCTIONS Submission Closing Time Language of Offers Receipt of Complete RFO Enquiries Communication Addenda * Sales Representative ** Broker This document has has been been prepared prepared by by Colliers Colliers International International for for advertising advertising and and general general information information only. only. Colliers Colliers International International makes makes no guarantees, representations or warranties of any kind, expressed or implied, regarding no the guarantees, information including, representations but not or limited warranties to, warranties of any kind, of content, expressed accuracy or implied, and reliability. regarding Any the interested information party including, should undertake but not limited their own inquiries as to the accuracy of the information. Colliers International excludes to, unequivocally warranties all of inferred content, or accuracy implied and terms, reliability. conditions Any and interested warranties party arising should out undertake of this document their own and inquiries excludes as all to liability the accuracy for loss of and damages arising there from. Colliers International is a worldwide affiliation of the independently information. owned Colliers and International operated companies. excludes This unequivocally publication all is the inferred copyrighted or implied property terms, of conditions Colliers International and warranties and /or arising its licensor(s). out of All rights reserved. Colliers Macaulay Nicolls Inc., Brokerage. this document and excludes all liability for loss and damages arising there from. Colliers International is a worldwide affiliation of independently owned and operated companies. This publication is the copyrighted property of Colliers International and /or its licensor(s) All rights reserved. Colliers Macaulay Nicolls (Ontario) Inc., Brokerage. 2

3 Table of Contents 5.7 Inconsistency Between Paper and Electronic Form Validity of Offers Mandatory Requirements EVALUATION Evaluation of Offers SELECTION OF PREFERRED PURCHASER AND AWARD Selection and Award Agreement of Purchase & Sale Proponent Debriefings RELATIONSHIP DISCLOSURE Relationship Disclosure RFO TERMS AND CONDITIONS No Obligation to Proceed No Contract Cost of Preparing the Offer Confidentiality of Information Reservation of Rights No Collusion Limitation of Damages INTERPRETATION Definitions Interpretation APPENDIX A - FORM OF NON-DISCLOSURE AGREEMENT * Sales Representative ** Broker This document has has been been prepared prepared by by Colliers Colliers International International for for advertising advertising and and general general information information only. only. Colliers Colliers International International makes makes no guarantees, representations or warranties of any kind, expressed or implied, regarding no the guarantees, information including, representations but not or limited warranties to, warranties of any kind, of content, expressed accuracy or implied, and reliability. regarding Any the interested information party including, should undertake but not limited their own inquiries as to the accuracy of the information. Colliers International excludes to, unequivocally warranties all of inferred content, or accuracy implied and terms, reliability. conditions Any and interested warranties party arising should out undertake of this document their own and inquiries excludes as all to liability the accuracy for loss of and damages arising there from. Colliers International is a worldwide affiliation of the independently information. owned Colliers and International operated companies. excludes This unequivocally publication all is the inferred copyrighted or implied property terms, of conditions Colliers International and warranties and /or arising its licensor(s). out of All rights reserved. Colliers Macaulay Nicolls Inc., Brokerage. this document and excludes all liability for loss and damages arising there from. Colliers International is a worldwide affiliation of independently owned and operated companies. This publication is the copyrighted property of Colliers International and /or its licensor(s) All rights reserved. Colliers Macaulay Nicolls (Ontario) Inc., Brokerage. 3

4 Summary of Key Information RFO TITLE CONTACT INFORMATION The title of this RFO is: Wagema Markham Parcel Disposition Project Proponents should use this title on all correspondence. The Contact(s) for this RFP are: Robert Scott Direct: (416) Pamela Liegler Direct: (416) SUBMISSION CLOSING TIME DELIVERY ADDRESS July 6th, 2017 at 4:00 p.m. (local time) Colliers International 245 Yorkland Boulevard, Suite 200 Toronto, Ontario M2J 4W9 Canada Attention: Robert Scott and Pamela Liegler 4

5 Introduction 1.1 PURPOSE OF THIS RFO The purpose of this request for offers ( RFO ) is to invite Proponents to prepare and submit competitive Offers for the purchase of approximately acres of land in the City of Markham which is presently subject to a severance application in respect of the lands municipally known as Warden Avenue and legally described as PIN LT, being Part of Lot 22, Concession 4, Markham, as in MA 47601, except Parts 1 and 2 on Reference Plan 64R-1685 and Part of Lot 23, Concession 4, Markham, as in MA (the Wagema Lands ) and which such acres are more particularly described in the survey posted to the Data Room (the Northern Parcel ) under an agreement of purchase and sale (the Agreement of Purchase & Sale ) (the Purchase Opportunity ). 5

6 RFO Procurement Process 2.1 ESTIMATED TIMELINE The following is Wagema s estimated timeline for the Purchase Opportunity: Activity Timeline RFO Issued to Proponents June 2, 2017 Submission Closing Time 4:00 pm on July 6th, 2017 This estimated timeline is subject to change at the sole discretion of Wagema. 2.2 DATA ROOM Colliers has established a web site to be used as an electronic data room (the Data Room ) in which it has deposited documents in its possession that it has identified as relevant to the Purchase Opportunity and to the Northern Parcel, and that may be useful to Proponents. Neither Colliers nor Wagema makes any representation as to the relevance, accuracy or completeness of any of the information available in the Data Room except as Colliers and/or Wagema may advise in writing with respect to a specific document. Colliers will grant Proponents access to the Data Room and will require Proponents to execute an agreement to keep information contained in the Data Room confidential. Upon execution of the Non-Disclosure Agreement, access to the Data Room will be granted to a Proponent. The information in the Data Room may be supplemented or updated from time to time. Although Wagema will attempt to notify Proponents of all updates, Proponents are solely responsible for ensuring they check the Data Room frequently for updates and to ensure the information used by the Proponents is the most current, updated information. 2.3 SITE VISITS Site visits will only be available to a Proponent on the following dates and times: (a) Tuesday, June 20, 2017 from 9:00 am to 12:00 pm; and (b) Thursday, June 22, 2017 from 1:00 pm to 4:00 pm. Please note that the following conditions apply to the site visit: (a) (b) All site visits by a Proponent will be in the company of a Wagema Representative. Any statements or commentary provided by any Wagema Representative during a site visit are non-binding. 6

7 RFO Procurement Process (c) (d) (e) A site visit will not constitute a representation of any kind, whether a representation of fact or otherwise. Proponents are not to seek commitments from any Wagema Representative during a site visit or otherwise seek an unfair competitive advantage. None of Colliers, Wagema nor any Wagema Representative shall be under any obligation to confirm, in writing or otherwise, any information exchanged during the meeting. 7

8 Key Issues 3.1 DUE DILIGENCE It is Wagema s intention that all customary due diligence (legal, physical, financial and documentary) will have been conducted by a Proponent prior to the submission of an Offer, such that there will only be customary closing conditions contemplated by the Agreement of Purchase & Sale. In this regard, and to facilitate the due diligence process and the submission of the Offers by the Proponents, Colliers has made available, in the Data Room, due diligence materials in respect of the Northern Parcel. As stated in Section 2.2, neither Colliers nor Wagema makes any representation as to the relevance, accuracy or completeness of any of the information available in the Data Room, except as Colliers or Wagema may advise in writing with respect to a specific document. Wagema will, however, make available on Closing, those reliance letters identified in the Data Room for use by the Proponents. 3.2 SEVERANCE AND EXTENSION OF CLOSING DATE The Agreement of Purchase & Sale will grant Wagema successive rights to extend the closing date (the Closing Date ) for additional periods not to exceed one hundred and fifty (150) days, in the aggregate, if the severance (the Severance ) of the Northern Parcel from the remaining portion of the Wagema Lands is not completed prior to the closing of purchase and sale contemplated by the Agreement of Purchase & Sale ( Closing ). In the event that Severance is not obtained prior to the Closing Date, as extended, Wagema shall have the right to terminate the Agreement of Purchase & Sale and the Deposit shall be returned to the Purchaser, together with interest accrued thereon. 3.3 DEPOSIT AND VTB Proponents are encouraged to submit an Offer which contemplates a minimum cash deposit of five percent (5%) of the Purchase Price (the Deposit ). It is unlikely that a Deposit in an amount less than five percent (5%) of the Purchase Price would be favourably considered. Wagema is also prepared to consider a VTB in a maximum principal amount equal to fifty percent (50%) of the Purchase Price. Other than as set forth in this Section 3.3, Wagema has not specified the amount of the Deposit nor the terms and conditions of the VTB. The quantum of the Deposit and the terms and conditions of the VTB proposed by the Proponent may be considered in Wagema s evaluation of the Offers, in Wagema s sole discretion. 3.4 BROKERAGE Wagema has engaged Colliers with respect to the Purchase Opportunity and shall be responsible for payment of Collier s commission in accordance with the terms of an agreement between Wagema and Colliers. Any and all fees payable to a brokerage retained by the Proponent shall be paid directly by the Proponent. 8

9 Key Issues 3.5 LEASING ARRANGEMENT Wagema currently farms the whole of the Wagema Lands. All Offers should contemplate a lease of the Northern Parcel being entered into by Wagema, as tenant, with the Proponent, as landlord, pursuant to which Wagema will continue to farm the Northern Parcel, rent-free, for a term commencing on the Closing Date and expiring on the date the Proponent requires the Northern Parcel to be vacated for development purposes. 3.6 SECONDARY PLAN The Wagema Lands form part of the City of Markham s ( City ) Future Urban Area as set out in the Official Plan, a link to which has been posted in the Data Room. Wagema, together with other landowners, have agreed to cooperate with each other in order to obtain final and binding approval from the City to the secondary plan approved by Wagema and such landowners. Such secondary plan remains subject to review and has not yet been submitted to the City for approval. 9

10 Offer Requirements 4.1 NON-DISCLOSURE AGREEMENT As a condition of participating in this RFO, each Proponent must sign and deliver to a Contact Person a nondisclosure agreement ( Non-Disclosure Agreement ) on or before the date which is fifteen (15) calendar days following the date of issuance of this RFO, or such other date as may be determined by Wagema, in its sole discretion, in a form acceptable to Wagema in its discretion. Proponents will not be provided with full access to the Data Room, or be entitled to participate further in the Competitive Selection Process unless and until they have signed and delivered the Non-Disclosure Agreement. 10

11 Submission Instructions 5.1 SUBMISSION OF OFFER Proponents must submit an Offer either by: (a) to a Contact Person at the address set forth on the first page hereof; or (b) delivering a physical copy of the Offer to the Delivery Address, in each case, by the Submission Closing Time. The Offer should be made up an executed offer to purchase the Northern Parcel. 5.2 LANGUAGE OF OFFERS Offers should be in English. Any portion of an Offer not in English may not be evaluated. 5.3 RECIEPT OF COMPLETE RFO Proponents are responsible to ensure that they have received the complete RFO, as listed in the table of contents of this RFO, plus any Addenda. A submitted Offer will be deemed to have been prepared on the basis of the entire RFO issued prior to the Submission Closing Time. Wagema accepts no responsibility for any Proponent lacking any portion of this RFO. 5.4 ENQUIRIES (a) (b) Any enquiry regarding any aspect of this RFO (each, an Enquiry ) should be directed to a Contact Person. Neither Colliers nor Wagema is required to provide a response to any Enquiry. Information offered from sources other than a Contact Person with regard to this RFO is not official, may be inaccurate, and should not be relied on in any way, by any person for any purpose COMMUNICATION The following provisions will apply to any communications with a Contact Person, or the delivery of documents to a Contact Person by , where such communications or deliveries are permitted by the terms of this RFO: (a) neither Colliers nor Wagema assumes any risk or responsibility or liability whatsoever to any Proponent: (i) for ensuring that any system being operated for Colliers or Wagema is in good working order, able to receive transmissions, or not engaged in receiving other 11

12 Submission Instructions transmissions such that a Proponent s transmission cannot be received; or (ii) if a permitted communication or delivery is not received by Colliers or Wagema, or received in less than its entirety, within any time limit specified by this RFO; and (b) all permitted communications with, or delivery of documents by to, a Contact Person will be deemed as having been received by such Contact Person on the dates and times indicated on such Contact Person s electronic equipment. 5.6 ADDENDA Wagema may, in its absolute discretion through a Contact Person, amend this RFO at any time by issuing a written Addendum. Written Addenda are the only means of amending or clarifying this RFO, and no other form of communication whether written or oral, including written responses to Enquiries as provided by Section 5.4, will be included in, or in any way amend, this RFO. Only the Contact Persons are authorized to amend or clarify this RFO by issuing an Addendum. No other employee or agent of Wagema is authorized to amend or clarify this RFO. Wagema will provide a copy of all Addenda to all Proponents. 5.7 INCONSISTENCY BETWEEN PAPER AND ELECTRONIC FORM If Wagema issues both a paper form of a document and a digital, electronic or other computer readable form, and if there is any conflict or inconsistency between the paper form of a document issued by or on behalf of Wagema to Proponents and the digital, electronic or other computer readable form, the paper form of the document will prevail. 5.8 VALIDITY OF OFFERS By submitting an Offer, each Proponent agrees that its Offer will remain fixed and irrevocable from the Submission Closing Time until midnight of the thirtieth (30th) calendar day following the Submission Closing Time (the Offer Validity Period ). A Proponent may indicate in its Offer an Offer Validity Period which exceeds thirty (30) calendar days. 5.9 MANDATORY REQUIRMENTS Wagema has determined that the following are the Mandatory Requirements, and that failing to meet such Mandatory Requirements will result in Wagema rejecting the Offer: 12

13 Submission Instructions (a) (b) the Proponent must have signed and delivered to a Contact Person the Non-Disclosure Agreement in accordance with Section 4.1; and the Offer must be received by or by delivery to the Delivery Address no later than the Submission Closing Time in accordance with Section

14 Evaluation 6.1 EVALUATION OF OFFERS (a) (b) Wagema will evaluate Offers on the basis of the Offer which provides the best value and certainty to Wagema, and minimizes risk to Wagema, as determined by Wagema, in its sole discretion. Wagema may, in its discretion, take any one or more of the following steps, at any time and from time to time, in connection with the review and evaluation, including ranking, of any aspect of an Offer: (i) (ii) independently consider, investigate, research, analyze, request or verify any information or documentation whether or not contained in any Offer; conduct reference checks relevant to the Purchase Opportunity, to verify any and all information regarding a Proponent, including its directors and officers; (iii) conduct any background investigations that it considers necessary in the course of the Competitive Selection Process; (iv) conduct credit, criminal record, litigation, bankruptcy, tax payer information and other checks; (v) seek clarification or more complete, supplementary, replacement or additional information or documentation from any Proponent or in connection with any Offer; and/or (vi) request interviews or presentations with any, all or none of the Proponents to clarify any questions or considerations based on the information included in Offers during the evaluation process, with such interviews or presentations conducted in the discretion of Wagema, including the time, location, length and agenda for such interviews or presentations. (c) (d) Without limiting the foregoing, Wagema may in its discretion, decline to review, evaluate or rank, or may reject outright any Offer, which, in the opinion of Wagema, is materially incomplete or irregular, which contains omissions, exceptions or variations not acceptable to or material to Wagema, which contains a false or misleading statement, claim or information, or for which background investigations reveal any false statements, criminal affiliations or activities by a Proponent. To enable Wagema to take any one or more of the above-listed steps, Wagema and/or Colliers may enter into separate and confidential communications of any kind whatsoever, including by 14

15 Evaluation meetings or interviews, with any person, including any Proponent. Wagema has no obligation whatsoever to take the same steps, or to enter into the same or any communications in respect of all Proponents and Offers, or in respect of any Proponent, including the Proponent whose Offer is the subject of the review or evaluation, as the case may be. (e) (f) (g) The review and evaluation, including the ranking, of any Offer may rely on, and take into account any information and documentation, including any clarification, more complete, supplementary and additional or replacement information or documentation, including information and documentation obtained through any of the above-listed investigations, research, analyses, checks, and verifications. Proponents will not submit any clarification, information or documentation in respect of the Offer after the Submission Closing Time without the prior written approval of Wagema or at the invitation or request of Wagema. If any information, including information as to experience or capacity, contained in an Offer is not verified to Wagema s satisfaction through such checks, Wagema may, in its discretion, not consider such cited experience, capacity or other information. Wagema is not bound by industry custom or practice in taking any of the steps listed above, in exercising any of its discretions, in formulating its opinions and considerations, exercising its discretions in making any decisions and determinations, or in discharging its functions under or in connection with this RFO, or in connection with any Proponent, Offer, or any part of an Offer. 15

16 Selection of Preferred Purchaser and Award 7.1 SELECTION AND AWARD (a) (b) Wagema shall have the right to select and negotiate with multiple Preferred Purchasers. If Wagema selects one or more Preferred Purchasers, Wagema will invite such Preferred Purchaser(s) to enter into final discussions to settle all terms of the Agreement of Purchase & Sale, based on the applicable Offer, including any clarifications that the Preferred Purchaser may have provided during the evaluation of Offers. If for any reason Wagema determines that it is unlikely to reach final agreement with a Preferred Purchaser, then Wagema may terminate the discussions with such Preferred Purchaser and proceed in any manner that Wagema may decide, in consideration of its own best interests, including: (i) (ii) proceeding with discussions with the other Preferred Purchaser(s) to reach final agreement for completing the Purchase Opportunity; terminating the procurement process entirely and proceeding with some or all of the Purchase Opportunity in some other manner; or (iii) inviting one of the other Proponents to enter into discussions to reach final agreement for completing the Purchase Opportunity. (c) Any final approvals required by Wagema will be conditions precedent to the final execution or commencement of the Agreement of Purchase & Sale. 7.2 AGREEMENT OF PURCHASE AND SALE It is the intention of Wagema that the Agreement of Purchase & Sale will be substantially on Wagema s form of agreement of purchase and sale and will be executed by the Preferred Purchaser without further substantive amendment, except for changes, modifications and additions: (a) (b) relating to the determination by Wagema, in its discretion, of which parts, if any, of the Offer are to be incorporated by reference or otherwise, into the Agreement of Purchase & Sale or otherwise pursuant to express provisions of the Agreement of Purchase & Sale; to those provisions or parts of the Agreement of Purchase & Sale which are indicated as being subject to completion or finalization, or which Wagema determines in its discretion require completion or finalization, including provisions which require modification or the insertion or addition of information relating to the Proponent s formation (e.g., corporate, partnership or trust structure); 16

17 Selection of Preferred Purchaser and Award (c) (d) (e) required by Wagema to complete, based on the Offer, any provision of the Agreement of Purchase & Sale, including changes, modifications and additions contemplated in, or required under the terms of, the Agreement of Purchase & Sale; that are necessary to create or provide for a legally complete, enforceable and binding agreement; or that enhance clarity in legal drafting. Wagema also reserves the right in its discretion to negotiate changes to the Agreement of Purchase & Sale and to a Preferred Purchaser s Offer. 7.3 PROPONENT DEBRIEFINGS Proponent debriefings will not be offered by Wagema. 17

18 Relationship Disclosure 8.1 RELATIONSHIP DISCLOSURE (a) (b) Each Proponent should fully disclose all relationships it may have with Wagema or any other Person providing advice or services to Wagema with respect to the Purchase Opportunity or any other matter that gives rise, or might give rise, to an unfair advantage by written notice addressed to a Contact Person promptly after becoming aware of any such relationship. At the time of such disclosure, the Proponent will include sufficient information and documentation to demonstrate that appropriate measures have been, or will be, implemented to mitigate, minimize or eliminate the actual, perceived or potential conflict of interest or unfair advantage, as applicable. The Proponent will provide such additional information and documentation and implement such additional measures as Wagema may require in its discretion in connection with Wagema s consideration of the disclosed relationship and proposed measures. 18

19 RFO Terms and Conditions 9.1 NO OBLIGATION TO PROCEED This RFO does not commit Wagema to select a Preferred Purchaser or enter into an Agreement of Purchase & Sale and Wagema reserves the complete right to at any time reject all Offers, and to terminate this RFO and the Competitive Selection Process and proceed with the Purchase Opportunity in some other manner. 9.2 NO CONTRACT Other than to the extent provided in the Non-Disclosure Agreement, this RFO is not a contract between Wagema and any Proponent nor is this RFO an offer or an agreement to sell the Northern Parcel. No contract of any kind for the sale of the Northern Parcel whatsoever is formed under, or arises from this RFO, or as a result of, or in connection with, the submission of an Offer, unless Wagema and a Preferred Purchaser execute and deliver the Agreement of Purchase & Sale, and then only to the extent expressly set out in the Agreement of Purchase & Sale. 9.3 COST OF PREPARING THE OFFER Each Proponent is solely responsible for all costs it incurs in the preparation of its Offer, including all costs of providing information requested by Wagema, attending meetings and conducting due diligence. 9.4 CONFIDENTIALITY OF INFORMATION All information pertaining to the Purchase Opportunity received by any Proponent through participation in this RFO is confidential and may not be disclosed without written authorization from a Contact Person, and in no event will a Proponent discuss the Purchase Opportunity with any member of the public or the media without the prior written approval of Wagema. 9.5 RESERVATION OF RIGHTS Wagema reserves the right, in its discretion, to: (a) (b) (c) modify, cancel or suspend the Competitive Selection Process at any time for any reason; accept or reject any Offer based on Wagema s evaluation of the Offers and, in particular, Wagema is not obliged to select the Offer with the highest Purchase Price; waive a defect or irregularity in an Offer and accept that Offer, as the same may be amended, supplemented or replaced from time to time; 19

20 RFO Terms and Conditions (d) (e) (f) (g) reject, disqualify or not accept any or all Offers without any obligation, compensation or reimbursement to any Proponent; re-advertise for new Offers to this RFO or a modified RFO, call for tenders, or enter into negotiations for this Purchase Opportunity or an opportunity of a similar nature; negotiate any aspects of a Preferred Purchaser s Offer; and extend, from time to time, any date, time period or deadline provided in this RFO, upon written notice to all Proponents. 9.6 NO COLLUSION (a) (b) Proponents and their employees and representatives involved with the Offer, will not discuss or communicate, directly or indirectly, with (a) any other Proponent or any individual member, director, officer, employee, consultant, advisor, agent or representative of any other Proponent regarding the preparation, content or representation of their Offers; (b) the Engineer; or (c) the Manager, and with respect to paragraphs (b) and (c), in each case, their respective members, directors, officers, employees, consultants, advisors, agents or any other representatives. By submitting an Offer, a Proponent, on its own behalf and as authorized agent of each firm, corporation or individual member of the Proponent, represents and confirms to Wagema, with the knowledge and intention that Wagema shall rely on such representation and confirmation, that its Offer has been prepared without collusion or fraud, and in fair competition with Offers from other Proponents. 9.7 LIMITATION OF DAMAGES Each Proponent: (a) agrees not to bring any Claim against Wagema, Colliers or any of their respective employees, advisors or representatives in respect of this RFO or Competitive Selection Process, including: (i) (ii) if Wagema accepts a non-compliant proposal or otherwise breaches, the terms of this RFO or the Competitive Selection Process; or if the Purchase Opportunity or Competitive Selection Process is modified, suspended or cancelled for any reason (including modification of the scope of the Purchase Opportunity or modification of this RFO or both) or Wagema exercises any rights under this RFO; and 20

21 RFO Terms and Conditions (b) waives any and all Claims against Wagema, Colliers or any of their respective employees, advisors or representatives for loss of anticipated profits or loss of opportunity if no agreement is made between Wagema and the Proponent for any reason, including: (i) (ii) if Wagema accepts a non-compliant proposal or otherwise breaches the terms of this RFO or the Competitive Selection Process; or if the Purchase Opportunity or Competitive Selection Process is modified, suspended or cancelled for any reason (including modification of the scope of the Purchase Opportunity or modification of this RFO or both) or Wagema exercises any rights under this RFO. 21

22 Interpretations 10.1 DEFINITIONS In this RFO: Addenda means all Addendum issued under this RFO from time to time; Addendum means an addendum to this RFO issued by a Contact Person as described in Section 5.6; Agreement of Purchase & Sale has the meaning set out in Section 1.1; Business Day means any day that is not a weekend or public holiday in the Province of Ontario; Claim means any claim, demand, suit, action, or cause of action, whether arising in contract, tort or otherwise, and all costs and expenses relating thereto; Closing has the meaning set out in Section 3.2; Closing Date has the meaning set out in Section 3.2; Colliers means Colliers Macaulay Nicolls Inc.; Competitive Selection Process means the overall process for the selection of a Preferred Purchaser for the Purchase Opportunity including, but not limited to, this RFO stage; Contact Person means one of the two persons identified as such on the cover page of this RFO; Data Room has the meaning set out in Section 2.2; Delivery Address means the delivery address identified as such on the cover page of this RFO; Deposit has the meaning set out in Section 3.3; Engineer means SCS Consulting Group Ltd.; Enquiry has the meaning set out in Section 5.4; Laws means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and the terms and conditions of any grant of approval, permission, authority or licence 22

23 Interpretations of any governmental authority; Manager means Webb + Co Limited; Mandatory Requirements means the Offer requirements described in Section 5.9; Non-Disclosure Agreement has the meaning set out in Section 4.1; Northern Parcel has the meaning set out in Section 1.1; Offer means an offer to purchase the Northern Parcel submitted in response to this RFO; Offer Validity Period has the meaning set out in Section 5.8; Preferred Purchaser means a Proponent selected pursuant to this RFO to enter into negotiations with Wagema for an Agreement of Purchase & Sale; Proponent means each proponent invited to participate in the RFO; Purchase Opportunity has the meaning set out in Section 1.1; Purchase Price means the purchase price for the Northern Parcel proposed by a Proponent as set forth in its Offer; RFO has the meaning set out in Section 1.1; Severance has the meaning set out in Section 3.2; Submission Closing Time means the time and date indicated in Section 2.1; Trustee means Berczy Glen Landowners Group Inc.; VTB means a vendor take back mortgage; Wagema means Wagema Nominee Limited, and its successors and assigns; Wagema Lands has the meaning set out in Section 1.1; and Wagema Representative means Robert Scott, Pamela Liegler and/or any other individual advised by Wagema, in writing, to the Proponents. 23

24 Interpretations 10.2 INTERPRETATION In this RFO: (a) (b) (c) (d) (e) (f) the use of headings is for convenience only and headings are not to be used in the interpretation of this Agreement; a reference to a Section or Appendix, unless otherwise indicated, is a reference to a Section of or Appendix to this RFO; words imputing any gender include all genders, as the context requires, and words in the singular include the plural and vice versa; the word including when used in this RFO is not to be read as limiting; each Appendix attached to this RFO is an integral part of this RFO as if set out at length in the body of this RFO; and any reference in this RFO to any statute includes all regulations and subordinate legislation made under or in connection with that statute at any time, and is to be construed as a reference to that statute as amended, modified, restated, supplemented, extended, re-enacted, replaced or superseded at any time. 24

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26 4. 5. (a) (b) 6. (a) (b) (a)

27 (i) (ii) (iii) (b) (c) (d) (e) (f) (g) (h)

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29 1. (a) (i) (ii) (iii) (iv) (v) (b) (c)

30 (d) (e) TOR_LAW\ \9

31 6. 7. TOR_LAW\ \9

32 TOR_LAW\ \9

33 TOR_LAW\ \9