Item - 2010.EX46.9

City Council on August 25, 26 and 27, 2010, adopted the following:

1.         City Council authorize the General Manager, Toronto Water to enter into and execute an agreement (the "Second Amending Agreement") to further amend the Energy Transfer Agreement between the City and Enwave Energy Corporation dated January 18, 2002, as amended by agreement dated August 20, 2007, substantially on the confidential terms and conditions attached in Appendix "A" to Confidential Attachment 1 of the report (August 10, 2010) from the City Manager and such other terms and conditions as are satisfactory to the City Manager, in consultation with the Deputy City Manager and Chief Financial Officer, the General Manager, Toronto Water and the City Solicitor and in a form satisfactory to the City Solicitor.

2.         City Council authorize the Deputy City Manager and Chief Financial Officer to enter into, execute and deliver a consent and acknowledgement (the "Consent and Acknowledgement") to Integrated Private Debt Corp., or any affiliate of Integrated Private Debt Corp. ("IPDC"), whereby the City consents to Enwave assigning its interest in the Energy Transfer Agreement dated January 18, 2002 between the City and Enwave, as amended, (the "ETA") to IPDC as collateral  security for a new credit facility being negotiated between Enwave and IPDC; provided, however, that the terms and conditions of the Consent and Acknowledgement, and any related documents in which the City has an interest, are satisfactory to the Deputy City Manager and Chief Financial Officer and the City Solicitor and in a form satisfactory to the City Solicitor; 

3.         City Council authorize the Deputy City Manager and Chief Financial Officer to deliver and execute, if necessary, on behalf of the City, any additional documents that the Deputy City Manager and Chief Financial Officer and the City Solicitor determine are necessary to give effect to Part 2 above.

4.         City Council authorize the City to enter into a Municipal Access Agreement with Enwave Energy Corporation ("Enwave") to permit Enwave to use the City's public highways for its district energy operations in City public highways, substantially on the confidential terms and conditions attached in Appendix "B" to Confidential Attachment 1 of the report (August 10, 2010) from the City Manager and such other terms and conditions as are satisfactory to the City Manager, in consultation with the Deputy City Manager and Chief Financial Officer, the General Manager, Transportation Services and the City Solicitor and in a form satisfactory to the City Solicitor.

5.         City Council direct that the information contained in Confidential Attachment 1 of the report (August 10, 2010) from the City Manager remain confidential in its entirety.

Confidential Attachment 1 to the report (August 10, 2010) from the City Manager remains confidential, in its entirety, in accordance with the City of Toronto Act, 2006, as it contains information related to the security of property belonging to the City or one of its agencies, boards, and commissions.