Ronald A. Freeman February 22, 1982

the City, the only other elements of risk are:

1. under the current wording, the letter of credit might
not be as available to you as you would wish;

2. the purchaser may subsequently renounce its stated
intention of constructing cooperative housing (the regi-
stration against title to the lands of a Section 215 of
the Land Title Act restrictive covenant would protect the
City from this);

3. there may be statutory rights-of-way the City requires
(so the obtaining of them should be a condition of this
transaction) ;

4. the waiver of conditions precedent is absolute under
the current wording so once the City waived any condition
precedent, the City loses all control over that condition
precedent; and

5. the offer states that time is of the essence so if any
deadline is missed (unless it was lawfully waived pursuant
to the terms of the offer) the other party would be able to

argue that the transaction was at an end.

In accordance with your suggestion that she do so, and not-
ing that the solicitor for the proposed purchaser will be present,
Sandra J. Watson of our office will attend this afternoon's meeting
of ycur Council to respond to any questions that might arise con-
cerning this offer or other matters involving the sale of these
lands. ,

Yours faithfully

MacKENZIE LIDSTONE

Roderick M. MacKenzie

RMM:d34
Enclosure

cc: Mr. Bryan R. Kirk, City Administrator