MA-Al. APPROVED AT REGIONAL COUNCIL June 9,201 1 MA-A. INTERDEPARTIMENTAL

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1 Region of Peel APPROVED AT REGONAL COUNCL June 9,201 1 MA-A. NTERDEPARTMENTAL MA-Al. Bram East Phase 1 Reimbursement of All Front End Financed Works Wrap-Up Report - City Of Brampton, Ward 10 Deferred to the June 23, Regional Council meeting

2 REPORT Meeting Date: June 23, 20% '1 Regional Council DATE: June 10,201 REPORT TTLE: BRAM EAST PHASE REMBURSEMENT OF ALL FRONT END FNANCED WORMS WRAP-UP REPORT - CTY OF BRAMPTON, WARD 10 FROM: Norma Trim, Chief Financial Officer and Commissioner of Corporate Services Dan Labrecque, Commissioner of Public Works RECOMMENDATON That the capital works constructed by Ontario nc. (the "Owners' Trustee") for the BoltonlBrampton Sanitary Trunk Sewer which was deemed necessary to facilitate adequate servicing within the Bram East Phase 1 Benefitting Area be set up under Capital Project in the amount of $301,806 plus Goods and Services Tax (GST); And further, that the necessary funds for Capital Project in the amount of $301,806 be financed from the DC South Peel Wastewater Reserve R3515 ($181,084) and the Wastewater Capital Finance Stabilization Reserve R0242 ($1 20,722); And further, that the budget for the projects constructed by the Owners' Trustee and outlined in Appendix of the report from the Chief Financial Officer and Commissioner of Corporate Services and the Commissioner of Public Works dated June 10, 2011, and titled "Bram East Phase 1 Reimbursement of All Front End Financed Works Wrap-up Report - City of Brampton, Ward 10" be adjusted to reflect the reallocation of funding sources between the Water and Wastewater Development Charge Reserves and the Wastewater Capital Finance Stabilization Reserve for a net reduction of $278,363; And further, that a final agreement for the costs of infrastructure within the Bram East Phase Secondary Plan substantially in the form contained in Appendix! of the subject report, which represents the final outstanding amounts payable to the Owners' Trustee be executed by duly authorized signing officers of the Regional Corporation.

3 June 10,201 1 BRAM EAST PHASE 1 REMBURSEMENT OF ALL FRONT END FNANCED WORMS WRAP-UP REPORT - CTY OF BRAMPTON, WARD 10 e The Bram East Phase 1 Service in Lieu Agreement between Ontario nc. (the "Owners' Trustee") and the Region of Peel was executed on January 27, 1998 and provided a framework for the provision of Regional water, wastewater and roads infrastructure required for the development of lands within the Bram East Secondary Plan Q Additional water, wastewater and road infrastructure was identified and captured under subsequent agreements implemented from January 2001 through August Reimbursement of the Owners' Trustee was to have been entirely from development charge revenue but over time it was determined necessary to use the installed works in part to service existing development and to reimburse in part from utility rate funded e Q Q n total, costs for water and wastewater infrastructure were valued at $8,239, plus GST payable to the Owners' Trustee. The Region has received eleven invoices from the Owners' Trustee; five dated April 7, 2008 with a total value of $2,176, plus GST and the remaining six dated June 30, 2010 with a total value of $6,063, plus GST. As per the Bram East Service in Lieu Agreement and subsequent lmplementation Agreements the Region has paid three annual installments of $1.0 million (GST inclusive) each, commencing in the year Council approval is required to finance Capital Project for the Bolton/Brampton Sanitary Trunk Sewer in the amount of $301,806. Staff is also seeking Council approval to reallocate approved funding between water and wastewater reserves in order to reflect adjustments to the costs of the Bram East projects that are payable to the Owners' Trustee with an overall savings of $278,363 as outlined in Appendix prior to implementation of the final agreement. Council approval is required to enter into a final agreement with the Owners' Truste (Appendix 11) for a one-time cash payment which would include the 2011 annual payme of $1.0 million (GST inclusive) bursement of the Owners' Truste DSCUSSON d. Background a) Bram East Agreements The general purpose of the Bram East Front End Financing Agreements was to allow development of lands within the Bram East Phase 1 Development Area ahead of the Region's proposed schedule with minimal financial risk to the Region. The Bram East Phase Service in Lieu Agreement between Ontario nc. (the "Owners' Trustee") and the Region of Peel was executed on January 27, As development within the area progressed in stages over time, additional water and wastewater infrastructure were identified and constructed to accommodate growth in accordance with Regional standards. Some of this additional infrastructure was captured under the First and Second lmplementation Agreements which were executed on January 29, 2001, as well as the Fourth mplementation Agreement which was executed on August 12, Some of this infrastructure was constructed in accordance with 7. (3), of the Bram East Phase 1 Service in Lieu Agreement as works required by the Commissioner

4 M9-A!-Y -3- June 10,201 1 BRAM EAST PHASE REMBURSEMENT OF ALL FRONT END FNANCED WORKS WRAP-UP REPORT - CTY OF BRAMPTON, WARD 10 of Public Works to ensure adequate servicing ("Additional Services") or identified within Executed Subdivision Agreements. Reimbursement terms of the Bram East Phase 1 Service in Lieu Agreement and subsequent Agreements stated that after the final Acceptance Certificate had been issued by the Region for the works, the Owners' Trustee could request payment twice a year (April and October) with the total amount payable capped at $1.0 million per year interest free. b) Conditions Within Bram East Agreements A number of conditions were established for the protection of the Region. These conditions included a $1.0 million annual reimbursement cap and a requirement that a pre-determined number of building permits had to be issued per Registered Plan prior to reimbursement becoming payable by the Region to ensure that the Region would not be subject to financial risk in conjunction with the Bram East front-ending arrangements. Although building permits issued to date do not equate to complete build-out of the area, it is the opinion of staff that repayment of the constructed infrastructure should not be delayed on the basis of this condition as it is apparent that Bram East Phase 1 is being built as planned. There is a benefit in bringing closure to this arrangement as the original agreement was executed over ten years ago and the community is now almost fully built-out. The Bram East Front End Financing Agreements provided only for reimbursement to the front ending developers of growth related costs which the Region could recover through a development charge by-law. Subsequently it was determined that the trunk sewer along Ebenezer Road (project OF) provided a benefit to existing development and therefore it was deemed appropriate for these works to be funded from the Wastewater Development Charge Reserve as well as the Wastewater Capital Stabilization Reserve. The final reimbursement amount now recommended to Council is therefore partially financed from a non-development charge (utility rate) source. This reflects the nongrowth component of the developer installed works, reimbursement of which is not covered by the front end financing agreements. Authority to make full reimbursement is being requested through this report. c) Additional Services The alignment of the BoltonBrampton Trunk Sanitary Sewer twinning, within the Clarkway Tributary Valley, was originally identified in the 1999 Development Charges Background Study. n 2002, approximately 280m of the trunk sewer was constructed as "Additional Services". As development in the area progressed, the original alignment of the BramptonBolton Trunk Sewer was re-evaluated due to the revised, much stricter Toronto Region Conservation requirements making the construction of the trunk sewer prohibitive in this location. A new route for the required trunk sewer was established via Gore Road and Highway 50 and consequently construction proceeded in that direction. t should be noted that the Service n Lieu Agreement authorized the Commissioner of Public Works to request the construction of additional infrastructure as deemed necessary to provide for adequate servicing of the Bram East Phase 1 Development Area. The initial section of the trunk sewer constructed within the Clarkway Tributary Valley is still in service today.

5 -4- June 10,2011 BRAM EAST PHASE '1 REMBURSEMENT OF ALL FRONT END FNANCED WORMS WRAP-UP REPORT -CTY OF BRAMPTON, WARD '10 Peel staff are of the opinion that the Owners' Trustee should be reimbursed for the construction of this infrastructure at the total amount of $301,806 (plus GST), which is below the original budgeted amount in the 999 Development Charges Background Study. 2. Findings The reasonable cost of the water and wastewater works constructed by the Owners' Trustee amounts to $8,239, plus GST compared to an overall approved budget of $8,517,756 plus GST. There is a need to reallocate funding sources between the Water and Wastewater Development Charges Reserves and the Wastewater Capital Finance Stabilization Reserve in order to reflect the actual cost of the infrastructure constructed for each capital project constituting the Bram East related infrastructure. The reallocation of funding and the overall savings of $278,363 is presented in Appendix of this report. To date eleven invoices have been issued from the Owners' Trustee including five invoices dated April 7, 2008 in the amount of $2,176, plus GST and a further six invoices dated June 30, 2010 in the amount of $6,063, plus GST. Commencing in 2008, three annual payments capped at $1.0 million each (GST inclusive) as per the Agreement have been made to the Owners' Trustee. Through its legal counsel, the Owners' Trustee has requested to enter into a final agreement which would include the annual payment of $1.0 million (GST inclusive) in addition to an accelerated one-time cash settlement of the remaining costs, rather than continuing with annual payments capped at $1.0 million per year. 3. Proposed Direction t is the opinion of Regional staff that the original objectives of the Bram East Agreement have been fulfilled. The entire identified infrastructure has been installed at the developers' expense and all applicable development charges were paid at the time of building permit issuance. As the area is nearing build-out, the financial risk to the Region is no longer an issue. Staff also note that managing this complex agreement has required considerable staff resources which have impacted Corporate Finance, Legal Services, and Engineering and Construction within Public Works. t would be to the mutual benefit of the Region and the landowners to enter into a final agreement for an accelerated one-time cash settlement for the remaining balance to be paid to the Owners' Trustee under this arrangement. After deducting the 2011 annual payment from the cost of construction, it is proposed that a discounted cash flow approach be used to calculate the 'remaining balance to be paid to the Owners' Trustee. The proposed one-time payment of $4,815, plus GST represents the present value of all future annual payments combined. A copy of the Final Agreement is presented in Appendix of this report.

6 June 10,201 1 BRAM EAST PHASE 1 REMBURSEMENT OF ALL FRONT END FNANCED WORKS WRAP-UP REPORT - CTY OF BRAMPTOM, WARD 10 FNANCAL MPLCATONS The remaining cost to be paid to the Owners' Trustee is $5,382, plus GST. f Council approves the one-time cash payment of $4,815, plus GST, the Region of Peel would reimburse the Owners' Trustee on June 30, The one-time payment would be funded from Regional Water, Regional Wastewater, South Peel Wastewater Development Charges Reserves and the Wastewater Capital Finance Stabilization Reserve. Given that the capital works identified in Appendix of the subject report were completed prior to July 1, 2010, there are no Harmonized Sales Tax implications affecting this agreement. CONCLUSON With Council approval, the Region would enter into a final agreement with the Owners' Trustee to make a one-time cash payment in the amount of $4,815, plus GST for the cost of the infrastructure constructed by the Owners' Trustee within Bram East. This one-time payment would include the annual payment of $1.O million (GST inclusive) and the remaining costs would be discounted to today's value. /3 Norma Trim Chief Financial Officer and Commissioner of Corporate Services 7 Dan Labrecque Commissioner of Public Works Approved for Submission: D. Szwarc, Chief Administrative Officer For further information regarding this report, please contact David Bingham, Treasurer and Director of Corporate Finance at extension 4292 or via at binghamd@peelregion. ca Authored By: Brenda CampbeN c. Legislative Services

7 Appendix Summaw of Final Proiect Costs Renardinq Bram East Related nfrastructure (C + D+ E) (c) (D) (El Proposed Revised Payable to Payable to Other Expenses Variance Proiect # Oriainal Budaet Budaet Trustee Developer to Date () of Funds (*) (A) (6) (Schedules A & B of (Schedule C of Final (B - A) Water Proiects Final Agreement) Agreement) $ 1,083, $ 679, $ 357, $ 321, $ ($404,006.00) Total Water Projects $ 3,771, $ 2,854, $ 2,218, $ 634, $ ($916,861.00) Wastewater Proiects $ 403, $ 393, $ 393, $ $ ($9,079.00) $ 248, $ 133, $ 133, $ $ ($114,836.00) OF $ 3,221, $ 3,573, $ 3,573, $ $ $352, OF $ 1,200, $ 1,551, $ 1,551, $ $ $351, >! $ 329, $ 85, $ 66, $ 17, $ 1, ($243,448.00) Total Wastewater $ 5,402, $ 5,738, $ 5,718, $ 17, $ 2, $ 336, Projects Subtotal $ 9,173, $ 8,593, $ 7,937, $ 652, $ 3, ($580,169.00) New Proiect Reauest $ $ $ $ $ $301, Grand Total $ 9,173, $ 8,894,841.OO $ 8,239, $ 652, $ 3, ($278,363.00) Notes: (1) nternal Charges (2) Brackets denote savings DC Regional Water DC Regional Wastewater DC South Peel Wastewater Wastewater Capital Finance Stabilization Reserve

8 Appendix FNALZATON OF SERVCE N LEU AGREEMENTS - BRAM EAST This Agreement made as of, BETWEEN: ONTARO NC. (the "Owners1 Trustee") THE REGONAL MUNCPALTY OF PEEL (the "Region") WHEREAS the Owners' Trustee and the Region (the "Parties") wish to enter into this Finalization of Service in Lieu Agreements (the "Agreement") to resolve all outstanding matters as set out below; AND WHEREAS: (a) The Owners' Trustee represents as trustee, a group of owners known as the Bram East Phase Developers Group ("Front Ending Owners") and has entered into a Service in Lieu Agreement with the Region dated December 18, 1997, followed by four Memorandum of Agreements relating to: (i) (ii) First lmplementation Agreement: Bram East Phase 1 Front Ending (Water Services), dated January 29, 2001, Second lmplementation Agreement: Bram East Phase 1 Front Ending (Sanitary Sewer Services), dated January, 2001, (iii) Third lmplementation Agreement: Bram East Phase 1 Front Ending (Traffic mpact Study and Road nfrastructure mprovements), dated April 23, 2002, (iv) Fourth lmplementation Agreement: Bram East Phase 1 Front Ending (Watermain), dated August 13, 2004, (the "Service Agreements") resulting in the Owners' Trustee, with the approval of the Region, constructing at the cost of the Front Ending Owners certain sanitary sewer and watermains (the works) described in Schedule "A to this Agreement (the "Regional Services"); (b) Schedule "A" constitutes the works constructed under the Service in Lieu Agreement, the First, Second, and Fourth lmplementation agreements, (the "Regional Services") where payment is to be made to the Owners' Trustee;

9 tndix Schedule "B" constitutes the works constructed as part of subdivision servicing - included in subdivision agreements that refers back to the Bram East Phase 1 Service in Lieu Agreement, however; is not specifically referenced in the Service in Lieu Agreement or the lmplementation Agreements, (the "Regional ServicesJ') where payment is to be made to the Owners' Trustee; Schedule "C" constitutes the works constructed as part of subdivision servicing - included in subdivision agreements and not referenced in the Service in Lieu Agreement or the lmplementation Agreements, (the "Regional Services") where payment is to be made to the developer directly; The Third lmplementation Agreement: Bram East Phase Front Ending (Traffic mpact Study and Road nfrastructure mprovements) dated April 23, 2002, are works that are not covered by this Agreement and are not for the purposes of this Agreement Regional Services; The Front Ending Owners are as described in Schedule "D" and were at the time of execution of the Service Agreements, or thereafter became, the registered and beneficial owners of the lands shown on Schedule "E" to this Agreement and hereinafter referred to as the "Benefiting Area"; Each of the Front Ending Owners has executed an agreement with the Region which, in part, provides: (i) (ii) that the Region shall be entitled to deal with the Owners' Trustee in the place and stead of each owner and to accept a receipt for the payment of monies from the Owners' Trustee as if it were a receipt from the Front Ending Owner without enquiring further, and nothing contained in the Service Agreements shall be deemed to obligate the Region to ensure, see to or enquire into the distribution to any Front Ending Owner of any funds paid by the Region to the Owners' Trustee; the development of the lands in the Benefitting Area and the acquisition by the Region of the Regional Services is an ongoing process which commenced in 2004; the Region has agreed in the Service Agreements to reimburse the Owners' Trustee for the Reimbursable Costs of the Regional Services in accordance with the Service Agreements, having regard to the extent and timing of the development which has occurred in the Benefitting Area and the amount to be reimbursed is not to exceed one million dollars per year; three (3) such payments in the amount of one million dollars each (including GST) have been made by the Region to the Owners' Trustee in 2008,2009 and 2010; in addition to the Reimbursable Costs, the Region agrees to reimburse the Owners' Trustee for the reasonable costs of the Regional Services, which are attributable to the servicing of existing development not recoverable by

10 Appendix means of development charges. These reasonable costs combined with the Reimbursable Costs are referred to as the Total Reimbursable Costs; (k) the Owners' Trustee has agreed to accept a one time discounted payment from the Region for the balance of the Total Reimbursable Costs of the Regional Services as full compensation for its cost of construction and installation of the Regional Services and will release and indemnify the Region upon and subject to the terms of this Agreement. NOVV THEREFORE in consideration of the payments of the Total Reimbursable Costs contemplated herein and mutual covenants herein contained, the Parties hereto covenant and agree as follows: 1. The Region has reviewed the actual cost of construction and installation of the Regional Services as defined in Schedules "A and "B" and has approved the sum of $8,239, plus GST as that part of such costs incurred by the Front Ending Owners which is reimbursable to the Owners' Trustee as the Total Reimbursable Costs pursuant to and subject to the terms of the Service Agreements as final acceptance of each part of the Regional Services is issued. 2. The Regional Services referred to in paragraph one are comprised of the following projects: Works Constructed Under mplementation Agreements Project No F & F & F OF ( ) OF Total D No. & Schedule A, Schedule A 2A, Schedule A 2A, Schedule A 3A, Schedule A 4A, Schedule A Amount $ 1,518, GST 3,573, GST 301, GST 1,551, GST 357, GST 7,302, GST Works Constructed as Part of Subdivision Servicing (Not Referenced in Agreements) Project No Total D No. & Schedule 1 B, Schedule B 2B, Schedule B 3B, Schedule B 4B, Schedule B 5B1 Schedule B 6B, Schedule B 7B & 88, Schedule B Amount $ 133, GST 66, GST 315, GST 38, GST 38, GST 141, GST 201, GST 936, GST

11 Appendix 3. (a) The Parties hereto further acknowledge that, in addition to the costs set out in paragraph two above, the following payments have been, or will be, made to the developers directly, and not to the Owners' Trustee pursuant to the subdivision agreements as defined in Schedule "C": Works Constructed as Part of Subdivision Servicing ncluded in Subdivision Agreements Project No F D No. & Schedule 2E, Schedule C 5E, Schedule C 1 El Schedule C 3E, Schedule C 4E, Schedule C 2C, Schedule C Amount $532, GST 59, GST 779, GST 321, GST 17, GST 586, GST (b) The Parties further acknowledge that the following payment will be made to the Castlemore Crossing Landowner Group lnc. for watermain works which are constructed within the Bram East lands and the Benefitting Area. Project No D No. & Schedule 6E, Schedule C Amount $ 313, GST 4. The Region acknowledges receipt of invoices numbered 1, 2, 3, 4 and 5 from the Owners' Trustee dated April 7, 2008 for part of the Total Reimbursable Costs in the total amount of $2,176, plus GST and has paid against said invoices, the sum of $2,000, inclusive of GST. The Region shall pay the applicable GST and any applicable provincial and federal taxes as at the date of invoice. (a) The payments made towards the projects and related costs referred to in paragraph two are as follows: Works Constructed Under mplementation Agreements Project No F & F & F Total D No. & Schedule A, Schedule A Amount Paid $ 1,380, GST 1,380, GST

12 Appendix MA- Ao- 1% -5- Works Constructed as Part of Subdivision Servicing (Not Referred to in Agreements) Project No Total D No. & Schedule 2B, Schedule B 3B1 Schedule B 6B, Schedule B Amount Paid $ 66, GST 315, GST 141, GST 524, GST The Owners' Trustee acknowledges receipt of such payments. (b) The Owners' Trustee further acknowledges and represents that the total of the payments set out above have been paid out by the Owners' Trustee to the Front Ending Owners on a proportionate share basis and the Front Ending Owners have agreed to accept such payments. 5. The Region acknowledges receipt of invoices numbered 6, 7, 8, 9, 10 and 11 from the Owners' Trustee dated June 30, 2010 for the remaining Total Reimbursable Costs in the total amount of $6,063, plus GST and has paid against said invoices, the sum of $1,000, inclusive of GST. The Region shall pay the applicable GST and any applicable provincial and federal taxes as at the date of invoice. (a) The payment made towards the project and related costs referred to in paragraph two are as follows: Works Constructed Under mplementation Agreements Project No OF Total D No. & Schedule 2A1 Schedule A Amount Paid 952, GST 952, GST The Owners' Trustee acknowledges receipt of such payment. (b) The Owners1 Trustee further acknowledges and represents that the total of the payment set out above has been paid out by the Owners' Trustee to the Front Ending Owners on a proportionate share basis and the Front Ending Owners have agreed to accept such payments. 6. The Region covenants and agrees to make the following payments to the Owners' Trustee upon approval by Regional Council: (a) (b) The annual payment of $952, plus GST which will not be discounted and will be paid on June 30, 201 1; A one time discounted sum based on the remaining Total Reimbursable Costs, being $4,429, plus GST; which amount

13 Appendix discounted to present value is the sum of $3,863, plus GST, calculated in accordance with Schedule "F" attached to this Agreement and will be paid on June 30, ; (c) The Owners' Trustee further acknowledges and represents that the total of the payment set out above will be paid by the Owners' Trustee to the Front Ending Owners on a proportionate share basis and the Front Ending Owners have agreed to accept such payments. The Owners' Trustee hereby indemnifies and holds the Region harmless against any and all claims, actions or causes of action of any nature or kind whatsoever arising out of or in connection with the acts or omissions of the Owners' Trustee, and the Front Ending Owners, their agents, employees or contractors including contractual claims, debt claims, quantum merit claims, injurious affection claims, or claims in tort in connection with this Agreement, or in connection with any agreement entered into in relation to this Agreement. 8. The Owners' Trustee, without limiting the generality of paragraph 7 above, hereby indemnifies and holds the Region harmless against any claims made in relation to the Regional Services and the Regional Subdivision Services. 9. The Owners' Trustee releases and forever discharges the Region from all claims, actions or causes of action arising under the service agreements which the Owners' Trustee can, shall or may have against the Region of Peel. 10. The Owners' Trustee shall execute such further assurances as may be required from time to time by the Region to give effect to this Agreement. 11. This Agreement shall bind and benefit the parties hereto and their respective successors and assigns. The failure of any party to this Agreement to enforce at any time any of the provisions of this Agreement or any of its rights in respect thereto, or to insist upon strict adherence to any term of this Agreement, shall not be considered to be a waiver of such provision, right, or term, or in any way to affect the validity of this Agreement, or deprive the applicable party of the right thereafter to insist upon strict adherence to the term or any other term of this Agreement. The exercise of any right under this Agreement shall not preclude or prejudice such party from exercising any other right it may have under this Agreement, irrespective of any previous action or proceeding take by it hereunder. Any waiver by any party hereto of the performance of any of the provisions of this Agreement shall be effective only if it is in writing and signed by a duly authorized representative of such party.

14 Appendix 13. Any notice given pursuant to or in connection with this Agreement shall be in writing and shall be conclusively deemed to be given and received on the third business day next following the day upon which it is mailed in Canada by prepaid registered post addressed to the person to be notified at the address of such person set forth below or such other address as may be specified by such person from time to time by notice to all other parties hereto: The Chief Financial Officer and Commissioner of Corporate Services The Regional Municipality of Peel 10 Peel Centre Drive Suite A Brampton, ON L6T 4B Ontario Limited c/o Michael N. Durisin Bratty & Partners LLP Suite 200, 7501 Keele Street Vaughan, ON L4K ly2 N WTNESS WHEREOF, the Owners' Trustee has executed this Agreement on the day and year above written ONTARO LMTED Per: Name: Michael N. Durisin Title: President have authority to bind the Corporation. THE REGONAL MUNCPALTY OF PEEL Per: Name: Title: have authority to bind the Corporation.

15 SCHEDULE A WORKS CONSTRUCTED UNDER MPLEMENTATON AGREEMENTS

16 SCHEDULE B WORKS CONSTRUCTED AS PART OF SUBDVSON SERVCNG- NOT REFERENCED N AGREEMENTS [NODE F TO Gl FLE No. 21T ,,,, BY NTARO l59 SUB-TRUNK SANTARY SEWER CONSTRUCTED 0,,,, NODE G TO H FLE No. ZT ,,,, BY BARRSTER BROOK NV. SUB-TRUNK SANTARY SEWER CONSTRUCTED 10,, 5B [NODE LTO M FLE No. 21T ,,SUB-TRUNK SANTARY SEWER CONSTRUCTED BY OAK VALLEY DEVELOPMENTS 6~ [NODE N TO O] FLE No ,,,400mmO WATERMAN CONSTRUCTED BY ONTARO LTD BY SOMERS GLEN ESTATES 7B [NODEO TO P FLE No. 21T ,,,,400mmO WATERMAN CONSTRUCTED BY ONTARO 0,, 4~ [NODE KT0 L] FLE No. 2lT [NODE P TO 01 FLE No. 21T ,,, SUB-TRUNK SANTARY SEWER CONSTRUCTED ,,,,400mmO WATERMAN CONSTRUCTED BY NMBRDGE ESTATES BY YONGESTAR CUSTOMS HOMES

17 SCHEDULE C WORKS CONSTRUCTED AS PART OF SUBDVSON SERVCNG- NCLUDED N SUBDVSON AGREEMENTS 2E [NODES TO] FLE No. 2lT B lo OmmO WATERMAN CONSTRUCTED BY VOMERO HOLDNGS E NODE To "1 4OOmmO WATERMAN ON COTTRELLE BLVD. O CONSTRUCTED BY CASnEMORE CROSSNG LANDOWNER GROUP ,NODE M2TO] FLE No. 21T-OM a3 O C~~ELLEB~ULEVARD 400mmO WATERMAN ON PORT MARK DEVELOPMENTS NC.

18 Schedule D Number Number?A Number B Number 2 Number 3 Number 4 Number 5 Number 6 Number 7 Number 8 Number 9 Number 10 Number Number Ontario Limited Yongestar Custom Homes nc. Barrister Brook lnvestments nc. Dolomiti Estates nc. Manor Bay Estates nc. Gore Rd. nvestments Ltd. Highway and the Gore Road Ltd Ontario Limited Tumbridge Estates nc Ontario Limited Ontario Limited Ontario nc Ontario Limited Ont. Ltd Ont. Ltd. Andrin Ravines Limited Yongestar Custom Homes nc. Barrister Brook lnvestments nc. Doiomiti Estates nc. -Additional land Manorbay Estates nc. Gore Rd. nvestments Ltd. Highway 7 & Gore Rd. Ltd. Somers Glen Estates nc. Tumbridge Estates nc Ontario Limited Hunt's Point Estates nc Ontario nc. ZT-98019B ZT-0401OB 21T-01036B ZT-99013B 21T-98042B ZT-03010B C9E5.11 ZT B ZT-00013B ZT-99017B ZT ZT-01006B ZT-99019B ZT-9902OB Not registered Not registered Registered as PR60552 on March 29,2001 Registered as PR49379 on Feb~ary 26,2001 Registered as PR60560 on March 29,2001 and the second agreement registered as PR on March 9,2005 Registered as PR60557 on March 29,2001 Registered as PR on June 16,2004 Registered as PR65905 on April 10,2001 Registered as PR on February 5,2002 Registered as PR64152 on April 5,2001 Not registered Registered as PR64156 on April 5,2001 Not registered 43M-1445,43M-1446, 43M-1542,43M-1543, 43M-1580,43M-1581 & 43M M-1699 within 43M-1445, Block M M M-1442 No 43M-1677 (both plans) registered 43M M M M-1516 & PCP M M M M M M-1629 Number 3 Number Ontario Limited Castlegore Development Corporation Highspring Estates nc. Highspring Estates 21T B & ZT ZT-99021~ Registered as PR64151 on April 5,2001 Registered as PR64159 on April 5, 2001 Part 43M-1639 & Part 43M M-1622 & Part 43M-1639

19 Schedule D t Number 5 Number 6 Fonteselva Brampton nc. and Southeast Comer Si ' of Ebenezer Rd. & New Fonsteselva lnvestments The Gore Rd. Argo Developments (Castlemore) Ltd. 21T Registered as PR70240 on Number 7 Oak Valley Developments nc. 1 21T / Hamount lnvestments Ltd. & 21T-03002B Number 18 a -..--,---,*,-- Number 9.EC Number 20 Number 21 Number 22 1 Number 23 Number 24 Number 25 (in addition to Number 20) Number 26 Number 27 Vomero Holdings dorp. 1 21T Ontario nc., Laurel Bay Estates nc. & Tolom nvestment Limited Lanark Lane investments lnc. ZT Highspring Estates nc. lnc. 1 21T ZT / Ontario Limited 1 21T DDR Holdbom Brampton GP nc. DDR Holdborn Brampton GP nc. Castlepoint 7-50 nc. N.H.D. Developments Limited ZT T / Registered as PR on -., * Senfernher M-1678 No plan registered 43M-1685 PR PR148239Z on,. Number 28 Port Mark nvestments Ltd. 1 21T J~~~ 24, 2008 plan registered,,.,,,-,,,,,, Not registered 1 43M * Note: This property has been purchased by DDR Holdborn Brampton GP nc, from Ontario nc., Laurel Bay Estates nc. & Tolom nvestment Limited Keglsrerea as YK~L~~S on March 30,2005 Registered as PR on July 14,2005 Registered as PR on.111lv flfl.5.-, ---- Registered as PR on July 27,2005 Registered as PR on August ' S Y J Y U L 15,2005 ", -"" "--:-'---A Registered as -- nn.9.,-oatc PR on March 12,2008.-, ,-.-- Registered as PR on April 15,2008 Registered as PR on July 2,2008 negtsrereu Registered as PR & Part 43M M-1712 No plan registered No plan registered No plan registered

20 Schedule E ka-a\ -ZO Original Front Ending Landownem 3 Additional Front Ending Landowners - Schedule C Agreement

21 NET PRESENT VALUE Pavment - Rate Pavments Amount Net Present Value 952, , % 4 952, $3,377, % 620, , TOTAL NPV PAYABLE , GST - Rate - # of Pavments Year % 1 Year % 1 Year % 1 Year % 1 Year % 1 Year % 1 Pavment Amount Net Present Value 952, $952, , $907, , $863, , $822, , $783, Check Year , Year , Year , Year , Year , Year , Assumptions Total Reimbursable Costs of all the infrastructure is $8,239, plus GST Yearly payment amount = $952, ($1,000, less 5% GST) Three (3) annual payments have been made to date (2008,2009 & 2010) Remaining Total Reimbursable Costs of the infrastructure is $5,382, plus GST annual payment of $952, will not be discounted $ 952, Eauates to four (4) equal payments of $952, plus GST $ 3,809, one () final payment of $620, plus GST Note: annual payment of $952, will not be discounted Rate: 2010 ROP Average External Lending Rate (annual rate of discount) October 2010 Average