Address 3111 - 142 Avenue
Legal Description: CDE 822-3414
THIS AGREEMENT MADE THIS 19 DAY OF August A.D. 1981
BETWEEN:
THE CITY OF EDMONTON
a municipal corporation
(hereinafter referred to as "the City")
OF THE FIRST PART
- and -
GROVERIDGE IMPERIAL PROPERTIES LTD.
a body corporate with an office in
the City of Edmonton, in the Province of Alberta
(hereinafter referred to as "the Company")
OF THE SECOND PART
WHEREAS the Company is entitled to become the registered owner of lands within the City legally described as Lot 47, Block 54, Plan 782 1074 shown outlined in red on plans attached hereto as Schedule "A" (hereinafter referred to as "the said lands"); and
WHEREAS the Company has made application to the City to redistrict the said lands from RF5 (Row Housing District) to DC2 (Comprehensively Planned Development District); and
WHEREAS the Company wishes to construct a multi-family housing project in the form of "coach- homes" on the said lands (hereinafter referred to as "the project");
NOW THEREFORE the City and the Company, in consideration of One Dollar ($1.00) of lawful money in Canada, now paid by the City to the Company, receipt of which is hereby acknowledged by the Company and of the mutual and other covenants hereby undertaken and agreed to, agree each with the other as follows:
Article 1 - Development of the Site
1.1 The Company shall develop the project and project site substantially in accordance with plans submitted to the City on June 10, 1981 and attached hereto as Schedule "A". Notwithstanding anything expressed or implied herein, if the said Schedule "A" varies in any way with a specific provision of this Agreement, the Company shall comply with the specific provision in this Agreement, and not Schedule "A".
1.2 (i) No changes shall be permitted to the Plans described in Article 1.1 above except
(a) revisions which may be necessary for the express purpose of complying with any existing statutes, bylaws, regulations or City policies, which would be violated by strict interpretation of the said Plans;
(b) minor revisions which may be required by the Building Inspection Branch of the City Bylaw Enforcement Department, to ensure conformity to the Alberta Uniform Building Standards Act, 1973, S.A. 1973, C. 85, as amended, and regulations made thereto; and
(c) minor revisions requested by the Company and approved by the Development Officer.
(ii) For the purposes of this Article 1.2 the Development Officer shall be the sole judge as to what constitutes a minor revision.
1.3 The Company shall provide plans for emergency vehicle access to the project for approval by the City Engineer, and shall not develop the project other than in accordance with the plans so approved.
1.4 The Company shall erect continuous screen fencing around the entire perimeter of the project site, to the approval of the City Engineer.
1.5 The Company shall design play areas and submit the plans of such play areas for the approval of the City Parks and Recreation Department, and shall construct the play areas in accordance with the approved plans.
Article 2 - Landscaping
2.1 Prior to the issuance of a building permit authorizing the construction of the project to proceed above grade, the Company shall submit to the Development Officer, for the approval of the Development Officer and the City Parks and Recreation Department, detailed landscape plans, specifications and design plans for all outdoor areas within, and immediately adjacent to the project, including details as to the following:
(i) the type of pavement and finish on sidewalks and pedestrian areas adjacent to the project;
(ii) the size and species of all new and existing plantings in/and around the exterior of the project, and the locations thereof; and
(iii) the location and type of screen fencing to be used.
2.2 The Company shall provide the landscaping in accordance with the plans described in Article 2.1 above, and shall maintain the landscaping to the satisfaction of the City Parks and Recreation Department.
2.3 (i) To ensure compliance with the detailed landscaping plans and specifications prior to the issuance of a building permit authorizing construction of the project to proceed above grade, the Company shall provide a performance bond or irrevocable letter of credit to the City, in a form satisfactory to the City Solicitor, in an amount of One Hundred Per Cent (100%) of the estimated cost of completing the landscaping. The security shall be reduced to Fifty Per Cent (50%) of the actual installation cost of the landscaping upon completion thereof. The performance bond or irrevocable letter of credit shall remain in force and effect for a period of not less than two (2) years following completion of the landscaping.
(ii) In the event the Company defaults on the obligations undertaken to be observed by it with respect to the landscaping requirements of this Agreement the security may be realized upon by the City for the purpose of completing all or any portion of the landscaping upon the said lands, and to restore or repair the same, or to remedy any defects in the installation thereof.
(iii) For the purposes of this Article, the estimated cost of landscaping shall mean all costs associated with the provision and installation of all landscaping materials upon the said lands in accordance with the detailed plans and specifications required pursuant to this Article, based upon an estimate prepared by an independent professional agency skilled and experienced in the provision of landscaping services, such estimate to be supplied to the City upon approval of landscaping plans by the City.
Article 3 - Engineering Requirements
3.1 (i) The Company shall pay any and all costs of roadway restorations or modifications which, in the opinion of the City Engineer, are required by the development of the project upon the said lands, including but not restricted to, upgrading of existing curb crossings, filling in of unutilized curb crossings, provision of new curb crossings where required, and the repair or replacement of sidewalks, curbs and gutters, lane paving and roadways, to City specifications.
(ii) The Company shall provide and pay for:
(a) the establishment or re-establishment of grades at all access points between the municipal highways and the project to conform to the requirements of the City Engineer, and
(b) roadway widenings and related resurfacing.
3.2 The Company shall obtain from the Engineering Department of the City grades for any modification or improvement to be carried out upon all abutting highways and shall construct any such modification or improvement to those grades.
3.3 The City Engineer shall control the use of any hoarding, streets, and pedestrian and traffic control during the period of construction.
3.4 In the event any change, temporary or permanent, is required by the Company to the existing streets or lanes, the Company agrees that such change shall be subject to the approval of the City Engineer and that the cost of any such change, including extra traffic controls of men, equipment or other devices, shall be borne by the Company.
3.5 The Company agrees, at its sole cost and expense, to replace the sidewalks abutting the said lands in any way damaged by it during construction of the project to the specifications of the City Engineer, and to unconditionally guarantee such replacement work for a minimum period of Two (2) years. If the Company desires to use any construction materials other than those normally used for standard sidewalk construction, then the Company and the City shall enter into a separate agreement to cover such items as maintenance, construction, design and liability.
3.6 All vehicular access to the said lands shall be from 142 Avenue, as shown in green on Schedule "A" attached hereto, and shall be subject to the approval of the City Engineer.
3.7 Prior to excavating upon the said lands, the Company and the City Engineer, or person designated by the City Engineer, shall perform a site inspection of the municipal highways and shall make written note of all visible defects thereon. Except as to the defects so noted, all City property adjacent to the said lands and capable of visible inspection shall be deemed to be in good condition. The Company shall make written request for this inspection at least ten (10) days before any excavation begins. Subject to this inspection, the Company hereby acknowledges the general good condition of all City property, including roadways and utilities, adjacent to the said lands.
3.8 Prior to undertaking any reconstruction of the sidewalks, curb and gutter, or road and lane paving, on public right-of-way the Company will be responsible for making arrangements for inspections by contacting the City Engineer.
3.9 The Company shall provide upon the said lands a satisfactory receiving area for the storage of refuse bins.
Article 4 - Existing Utilities and Services
4.1 The Company shall pay to the City Fifty (50%) Per Cent of the estimated cost of the relocation, abandonment or modification of those utilities and services which shall be altered in any way by the City (hereinafter called the "Advance Payment") at least ten (10) days prior to the commencement of any work by the City or its servants or agents with respect thereto, and the Company shall pay to the City, after the City has credited to the Company the Advance Payment, the balance of the cost of such work within Thirty (30) days of invoicing therefore by the City, invoices to be rendered from time to time, as work progresses. The City Engineer will provide all estimates.
4.2 The Company shall protect all utilities, trees and property owned by the City, to the satisfaction of the City Engineer.
4.3 All servicing of the project shall be constructed by the City. The company shall bear all the costs of such servicing and shall comply with the provisions of the current City Standard Servicing Manual, to the extent the same is applicable.
Article 5 - Arbitration
5.1 In the event a dispute arises between the parties hereto as to the interpretation, application, operation or alleged violation of this Agreement or any of the provisions hereof, such dispute shall be determined by arbitration in accordance with the following terms and conditions:
(i) The party desiring to refer the dispute to arbitration shall notify the other party in writing of the nature and extent of the dispute.
(ii) Within Seven (7) days of receipt of such notice, the notified party shall, by written notice, advise the disputing party of all matters referred to in the initial notice except those for which the party admits responsibility and proposes to take remedial action to the satisfaction of the first party.
(iii) The terms of reference for arbitration shall be those areas of dispute referred to in the initial notice with which the notified party has not admitted or proposed to take remedial action to the satisfaction of the disputing party.
(iv) The City and the Company shall, within Seven (7) days of the establishment of the terms of reference pursuant to Article 5(c) above, each appoint an Arbitrator and the two Arbitrators shall within seven (7) days of their appointment, appoint a third member to the Arbitration Committee to be known as the Chairman. If either party fails to appoint an Arbitrator, the other may apply to a Justice of the Court of Queen's Bench to have such Arbitrator appointed. If the two Arbitrators fail to appoint a Chairman then both parties or either of them may apply to a Justice of the Court of Queen's Bench to have the Chairman appointed.
(v) Within Thirty (30) days of the establishment of the Arbitration Committee, or such further period as may be agreed upon by the parties, the Arbitration Committee shall resolve all matters and disputes according to the terms of reference therefore.
(vi) The decision of the majority of the Arbitration Committee shall be the decision of the Committee. If no majority decision is reached, the decision of the Chairman shall be deemed to be the decision of the Committee.
(vii) The decision of the Committee shall be final and binding upon the parties hereto.
(viii) Except as hereby modified, the provision of the Arbitration Act R.S.A. 1970, c. 21, as amended, shall apply to the arbitration procedure herein.
Article 6 - Notice
6.1 Any notice to be given pursuant to the terms of this Agreement shall be sufficiently given,
(i) in the case of notice to the City, if such notice is sent by prepaid registered mail in an envelope addressed to:
Manager, Land Development Coordination
Planning Department
13th Floor, Phipps-McKinnon Building
10020 - 101A Avenue
Edmonton, Alberta
T5G 3G2
(ii) in the case of notice to the Company, if such notice is sent by prepaid registered mail in an envelope addressed to:
Groveridge Imperial Properties Ltd.
17329 — 105 Avenue
Edmonton, Alberta
6.2 Notice given as aforesaid, if posted in Alberta, shall conclusively be deemed to have been given on the third business day following the date on which such notice is mailed. Any notice personally delivered shall be deemed to have been given on the date of personal delivery.
6.3 Either party may at any time, give notice in writing to the other of any change of address of the party giving such notice and from and after the giving of such notice, the address therein specified shall be deemed to be the address of the said party for the giving of notice hereunder.
6.4 The word "notice" in this clause shall be deemed to include any requests, statement or other writing in this Agreement provided, required or permitted to be given by the City to the Company or by the Company to the City.
Article 7 - General Provisions
7.1 This Agreement is not intended to nullify, replace, circumvent or modify any existing statutes, bylaws, permit conditions or general requirements which govern development or construction within the City.
7.2 This Agreement shall enure to the benefit of, and be binding upon the parties hereto, their successors and assigns.
7.3 The Company covenants and agrees that it shall obtain the same provisions as are contained in this Agreement from any person to whom it may, in any way convey the said lands, or any part thereof, and acknowledges that the City may file a caveat against the said lands to protect its interest herein. The City agrees to postpone such caveat in favor of a mortgage or other document or encumbrance to be registered at the Land Titles Office for the purpose of securing financing for construction of the project.
7.4 Whenever the singular and neuter or masculine is used in this Agreement, it shall be construed as meaning the plural, and feminine or body corporate, where the context so requires.
7.5 The Company shall pay, indemnify and save harmless the City, from and against any and all claims, demands, actions, suits, damages and expenses of every nature and kind, including costs that may arise directly or incidentally out of the exercise by the Company of the right, license and privilege granted by this Agreement, which the City may suffer or become liable for as a result of the exercise by the Company of its said rights.
7.6 In the event that one or more Articles of this Agreement are declared invalid or unenforceable by a Court of competent jurisdiction, the parties agree that such Article shall be severable from the remainder of the Agreement, and that the other provisions thereof shall continue in full force and effect.
IN WITNESS WHEREOF the parties have hereunto affixed their corporate seals attested to by their proper officers in that behalf on the day and year first above written.
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