Item - 2008.EX26.15

City Council on December 1, 2 and 3, 2008, adopted the following motions:

1.         City Council grant authority for the City, as Landlord, to enter into a long term lease agreement (the “Lease”) with The George Brown College of Applied Arts and Technology (the “Tenant”) for that part of the EBF Lands shown as Blocks 3, 4 and 5 on Attachment 5 (the “Leased Lands”) substantially on the terms and conditions set out in Attachment 2, together with such other terms and conditions as may be deemed appropriate by the Deputy City Manager whose responsibilities include Waterfront Revitalization, in consultation with the Chief Corporate Officer and in a form satisfactory to the City Solicitor, subject to Part 2.

2.         Prior to the City entering into the Lease, the following matters be completed or provided for to the satisfaction of the Deputy City Manager whose responsibilities include Waterfront Revitalization, in consultation with the City Solicitor and other City officials as appropriate:

a.         registration of the plan of subdivision which includes the Leased Lands;

b.         the Toronto Waterfront Revitalization Corporation (WT) and George Brown College (GBC) having entered into the development agreements, which shall include settling the terms of all other agreements required under the development agreement, including the ground floor animation agreement, energy services agreement and underground parking agreement;

c.         GBC having agreed to sublease to GBC and WT as co-tenants, the underground portion of the Leased Lands to facilitate construction of an underground parking garage by GBC and WT and confirmation from WT that WT will make parking available to the tenant of First Waterfront Place as required under the TEDCO lease to Corus Entertainment Inc. authorized by Council at its meeting of May 23, 24 and 25, 2008;

d.         the receipt by the City of a legal opinion in respect of the corporate status, powers and authority of the Tenant (GBC) to enter into the Lease;

e.         an undertaking from WT to the City that all base rent received by WT from the Tenant, in accordance with Part 3, shall be used for re-investment in the revitalization of the waterfront in accordance with Policy and Finance Committee Report 9, Clause 1, headed “Governance Structure for Toronto Waterfront Revitalization”, adopted by City Council at its meeting of November 30, December 1 and 2, 2004; and

f.          an undertaking from WT to the City that WT will circulate all GBC/WT development agreements and associated agreements to the City for consideration and will obtain the City’s input on all matters which materially affect the City’s interest as landowner.

3.         Council grant authority for the City, concurrent with the City’s execution of the Lease, to direct the Tenant to pay all base rent under the Lease to WT during the first 24-year rental period, in form and content satisfactory to the City Solicitor.

4.         Council authorize WT to capitalize both the base rent for the first twenty years of its operation, as provided for in Part 3, and the interest of WT in the underground parking structure, subject to the proceeds from both endeavours being reinvested in Waterfront Revitalization.

5.         Council direct the Waterfront Project Director that the base rent which is redirected to WT from GBC as provided for in Part 3, and/or any capitalization provided for in Part 4 be recognized as part of the City’s overall contribution to waterfront renewal, and be reported by WT in its quarterly funding reports submitted to the three orders of government as part of the Waterfront Renewal Accounting Protocol.

6.         Council authorize the Deputy City Manager whose responsibilities include Waterfront Revitalization, in consultation with the Chief Corporate Officer and City Solicitor, to negotiate and have executed the Lease, including any amendments in relation to the Lease not materially inconsistent with the major terms and conditions described in Attachment 2 to this report as approved by Council.

7.         If the Lease is not finalized and executed by December 31, 2009, the Deputy City Manager whose responsibilities include Waterfront Revitalization be directed to report back to the Executive Committee with a recommended course of action.

8.         City Council grant authority to the Chief Corporate Officer, his successor/designate, in consultation with the Waterfront Project Director, to administer and manage the Lease including the provision of any consents (including but not limited to consents to any subleases, assignments, financial charges of any interests in the Lease or the Leased Lands for the underground parking facility and the development of the Block 5 portion of the Leased Lands), approvals, waivers, notices (including notices of termination) provided that the Chief Corporate Officer may, at that time, refer consideration of such matters (including their content) to City Council for its determination and direction.

9.         Subject to Part 10, the City consent to the Tenant acting as the City’s agent as owner of the Leased Lands to sign any planning or development applications and agreements in furtherance of the development and construction of the Leased Lands, or alternatively that the City itself execute such documentation solely in its capacity as owner of the Leased Lands, on terms satisfactory to the Deputy City Manager whose responsibilities include Waterfront Revitalization, and in form satisfactory to the City Solicitor.

10.       All actions described in Part 9 shall be taken by or on behalf of the City in its capacity as land owner and not in its capacity as a planning authority under the Planning Act, the City of Toronto Act, 2006, or otherwise and such actions are not intended to and do not fetter the City’s planning and municipal rights and responsibilities.

11.       The City consent to WT acting as the City’s agent as owner of the Leased Lands and/or any other lands within EBF, to sign any infrastructure, servicing or any other applications and agreements, including agreements with Toronto Hydro, Enbridge Gas or any third party utility provider, required for the development of the Leased Lands, and/or any other lands within EBF or alternatively that the City itself execute such documentation solely in its capacity as land owner, provided WT agrees to assume all obligations including costs and liabilities under such documentation and subject to such other terms satisfactory to the Deputy Manager whose responsibilities include Waterfront Revitalization, and in form satisfactory to the City Solicitor.

12.       The Chief Corporate Officer and the Deputy City Manager whose responsibilities include Waterfront Revitalization, be authorized singularly or jointly as necessary to execute and deliver all such documentation described in Parts 9 and 11, on behalf of the City.

13.       City Council authorize the Deputy City Manager whose responsibilities include Waterfront Revitalization to execute the non-binding GBC/WT/City Letter of Intent contained in Attachment 4 to this report as a basis for continued negotiations amongst the three parties regarding a joint GBC/municipal recreation facility at the base of the student residence building on Block 5, subject to any further revisions required by the City Solicitor.

14.       City Council direct the Waterfront Project Director, in consultation with the General Manager of Parks, Forestry and Recreation and the Director of the Office of Partnerships, that following negotiations regarding a joint GBC/municipal recreation facility, to bring forward any agreements with the parties addressing, amongst other matters, the items identified in the Letter of Intent or alternatively, a report outlining areas of disagreement.

15.       City Council direct the Waterfront Project Director, in consultation with the City Solicitor, to report to the Executive Committee with recommendations as to the advisability of the City entering into any successor agreement(s) with WT in respect of the East Bayfront Lands prior to the winding up of the WT corporation as provided for in the Toronto Waterfront Revitalization Corporation Act, 2002.

16.       City Council authorize the public release of the confidential information in Attachment 1 upon the completion of the development of the publicly-owned lands in EBF as determined by the Deputy City Manager whose responsibilities include Waterfront Revitalization.

17.       The appropriate City officials be authorized and directed to take the necessary action to give effect thereto.

Confidential Attachment 1 to the report (October 24, 2008) from Deputy City Manager Richard Butts, remains confidential at this time, in accordance with the provisions of the City of Toronto Act, 2006, as it contains information related to the security of the property of the municipality or local board. The confidential information in Confidential Attachment 1 will be made public upon the completion of the development of the publicly-owned lands in East Bayfront as determined by the Deputy City Manager whose responsibilities include Waterfront Revitalization.