Item - 2014.EX42.16

City Council on June 10, 11, 12 and 13, 2014, adopted the following:

The Hines/Tridel Transaction

1.         City Council authorize the City to proceed with the development of 80 units of affordable rental housing that will make up the Bayside Non-Profit and the Director, Affordable Housing Office to execute, on behalf of the City, the Bayside Pilot Project Agreement, the Development Management Agreement and the Construction Contract, substantially on the terms and conditions summarized in Attachments 1, 2 and 3 respectively and Confidential Attachment 5 to the report (May 9, 2014) from the Deputy City Manager, Cluster B, Deputy City Manager, Cluster A, and Deputy City Manager and Chief Financial Officer.

2.         City Council authorize the Director, Affordable Housing Office to issue requests for proposals (RFPs) to obtain the services of a project manager and such other professionals deemed advisable to represent the City in construction related matters, to a maximum cost of $200,000 exclusive of HST and disbursements, from the Development Charges Reserve Fund for Subsidized Housing (XR 2116) and within the proposed capital budget as set out in Part 13 below and execute agreements on terms and conditions satisfactory to the Director, Affordable Housing Office and approved by the City Solicitor.

3.         City Council authorize the Director, Affordable Housing Office to retain the services of Robins Appleby for $100,000, exclusive of HST and disbursements, from the Development Charges Reserve Fund for Subsidized Housing (XR 2116) and within the proposed capital funding as set out in Part 13 below, to assist with the negotiations and drafting of all agreements with Hines and Tridel for the Bayside Non-Profit on such terms and conditions as the Director, Affordable Housing Office deems advisable and as approved by the City Solicitor.

4.         City Council authorize the City, as vendor, to enter into an Agreement of Purchase and Sale (APS) with Hines, or its designate, as purchaser, for the sale of Block 3 (save and except the strata parcel of land designated for the Bayside Non-Profit), substantially in accordance with the terms and conditions contained in EX46.33 adopted by City Council on August 25, 26 and 27, 2010, as if Block 3 was a development site for sale, together with such other terms and conditions deemed appropriate by the Deputy City Manager whose responsibilities include Waterfront Revitalization in consultation with the Chief Corporate Officer and in form satisfactory to the City Solicitor.

5.         City Council confirm all of the requirements contained in EX46.33, adopted by City Council on August 25, 26 and 27, 2010 with respect to the Agreement of Purchase and Sale (APS) with Hines, with the additional requirement that closing under the Agreement of Purchase and Sale shall be conditional upon the initial strata plan approved under the Bayside Pilot Project Agreement having been registered on title to Block 3 and the Agreement of Purchase and Sale having been amended, if required, in accordance with the terms and conditions of the Bayside Pilot Project Agreement, including a transfer to a not for profit corporation, incorporated by it for nominal consideration, such transfer being in the interest of the City.

6.         City Council authorize the City to enter into a new agreement of purchase and sale between the City, as vendor, and Hines for the sale of the strata parcel designated for the Bayside Non-Profit (for the consideration set out in the agreement of purchase and sale) to Hines, at a later date, if required under the Bayside Pilot Project Agreement, on the same terms as set out in Part 5, above.

7.         City Council authorize the City, as transferor or transferee, to enter into such re-conveyances of land for nominal consideration as may be necessary when the final strata plan is registered on title in accordance with the Bayside Pilot Project Agreement, to legally identify the Bayside Non-Profit property and the property developed by Hines for condominiums with commercial and retail areas.

8.         City Council authorize the City to enter into any ancillary agreements, including license, encroachment, easement, cost sharing or other agreements, documents or instruments ("Ancillary Agreements") contemplated under the Bayside Pilot Project Agreement, the Development Management Agreement, the Construction Contract, or the agreement of purchase and sale, on terms and conditions deemed appropriate by the Director, Affordable Housing Office or 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.

Financial Authorities

9.         City Council authorize the Director, Affordable Housing Office to submit a request to the Ministry of Municipal Affairs and Housing for funding for the City through the Canada-Ontario Investment in Affordable Housing Program - Rental Component 2014-2019 for the Bayside Non-Profit, in the amount of $12,000,000.

10.       City Council authorize the Director, Affordable Housing Office to negotiate and  execute, on behalf of the City, the agreements and security required by the Province to obtain the funding set out in Part 9 above on such terms and conditions deemed reasonable by the Director, Affordable Housing Office and in a form approved by the City Solicitor.

11.       City Council authorize the Director, Affordable Housing Office to approve the acceptance of the Federal/Provincial program funding received from the Province, in accordance with the request to be made under Part 9 above.

12.       City Council authorize the Director, Affordable Housing Office, in the event that Parts 9, 10 and 11 above are unable to be implemented, to provide capital funding of $12,000,000 from the Development Charges Reserve Fund for Subsidized Housing (XR2116), towards the development costs of the Bayside Non-Profit.

13.       City Council authorize the Director, Affordable Housing Office to provide capital funding of $7,000,000 from the Development Charges Reserve Fund for Subsidized Housing (XR2116) to be used to complete the development of the Bayside Non-Profit.

14.       City Council authorize the Director, Affordable Housing Office to provide capital funding up to $7,000,000 from the Capital Revolving Reserve Fund for Affordable Housing (XR-1058), to be used for the development of the Bayside Non-Profit and to be repaid by Artscape to XR-1058 upon entering into the lease.

15.       City Council authorize the Director, Affordable Housing Office to access up to $1,200,000 from the Development Charges Reserve Fund for Subsidized Housing (XR 2116) on a temporary basis during construction to address any cash flow issues that may arise as a result of the timing of advances from the Federal/Provincial program.

The Non-Profit Operator Transaction

16.       City Council authorize the Director, Affordable Housing Office to approve Toronto Artscape Inc. as the successful proponent under the Request for Proposals issued to select the operator of the Bayside Non-Profit.

17.       City Council authorize the Director, Affordable Housing Office to negotiate and enter into an offer to lease, on terms and conditions satisfactory to the Director, Affordable Housing Office and in a form approved by the City Solicitor.

18.       City Council authorize the Director, Affordable Housing Office to direct the contribution, as set out in Part 14 above, payable by Toronto Artscape to be paid to the Capital Revolving Fund for Affordable Housing (XR1058).

19.       City Council authorize the Director, Affordable Housing Office to assign the funding and security for the Federal/Provincial program obtained by the City to Toronto Artscape Inc. on terms and conditions deemed reasonable by the Director, Affordable Housing Office and in a form approved by the City Solicitor.

20.       City Council authorize the Director, Affordable Housing Office to provide Toronto Artscape Inc. with a grant of up to $150,000 from the Development Charges Reserve Fund for Subsidized Housing (XR 2116) for start up costs, being part of the funds in Part 13 above, on terms and conditions satisfactory to the Director, Affordable Housing Office and approved by the City Solicitor.

21.       City Council authorize the Director, Affordable Housing Office to negotiate and enter into a municipal capital facility agreement with Toronto Artscape Inc. on such terms and conditions satisfactory to the Director, Affordable Housing Office and in a form approved by the City Solicitor.

22.       City Council authorize the City, as landlord, to enter into a lease with Artscape for the operation of the Bayside Non-Profit, substantially on the terms and conditions outlined in Attachment 4 to the report (May 9, 2014) from the Deputy City Manager, Cluster B, Deputy City Manager, Cluster A, and the Deputy City Manager and Chief Financial Officer and in a form acceptable to the City Solicitor, such grant by way of below market rent being in the interest of the City.

23.       City Council authorize the Director, Affordable Housing Office to conduct a reserve fund study on the Bayside Non-Profit and to retain such professionals as are necessary to assess the operating pro forma and the contribution required of Toronto Artscape Inc. all to ensure financial viability of the Bayside Non-Profit.

24.       City Council authorize the Director, Revenue Services to recommend to the Municipal Property Assessment Corporation an exemption from taxation for municipal and school purposes for the Bayside Non-Profit.

25.       City Council authorize the Director, Affordable Housing Office to approve the waiving of all development charges and planning fees with respect to the affordable housing units to be located in the Bayside Pilot Project.

26.       City Council authorize the Director, Affordable Housing Office to designate the Bayside Non-Profit as social housing for the purpose of allowing all or part of the project relief from normal parking standards.

Delegated and General Authorities

27.       City Council authorize the Director, Affordable Housing Office to execute a municipal housing facility agreement, all other documents, security, consents, waivers and Ancillary Agreements with respect to the lease and operation of the Bayside Non-Profit by Toronto Artscape Inc., on behalf of the City.

28.       City Council authorize the Director, Affordable Housing Office to execute, on behalf of the City, all funding agreements with the Province, assignments, security or financing documentation required by the City, the Province or Toronto Artscape Inc.'s lenders, when and as required.

29.       City Council authorize the Director, Affordable Housing Office to make all decisions, including any necessary elections, waivers, approvals, consents and notices, on behalf of the City during the pre and post construction and construction phases of the Bayside Non-Profit in accordance with the project agreements set out in Part 1 above and any other agreements or documentation entered into as a result of those agreements.

30.       City Council authorize the City Solicitor to complete the lease transaction on behalf of the City, including payment of any necessary expenses, establishing and amending the commencement date of the lease and any other dates to such dates and on such terms and conditions as the City Solicitor may from time to time consider reasonable.

31.       City Council authorize the Chief Corporate Officer to administer and manage the lease for the Bayside Non-Profit including the provision of any consents, approvals, waiver notices and notices of termination provided that the Chief Corporate Officer may, at any time, refer consideration of such matters (including their content) to City Council for its determination and direction.

32.       City Council confirm the delegated authorities contained in EX46.33, adopted by City Council at its meeting on August 25, 26 and 27, 2010, with respect to the negotiation, execution and delivery of the Agreement of Purchase and Sale and Ancillary Agreement contemplated under the Agreement of Purchase and Sale.

33.       City Council authorize the Director of the Affordable Housing Office to report back through the future-years' operating budget process or directly to the Budget Committee with the cash flow requirements to fund the construction of the 80 units of affordable housing by including the required cash flow in the Operating Budget for Shelter, Support and Housing Administration.

34.       City Council authorize the City Clerk to release the information in Confidential Attachment 5 to the report (May 9, 2014) from the Deputy City Manager, Cluster B, the Deputy City Manager, Cluster A, and the Deputy City Manager and Chief Financial Officer 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.

Confidential Attachment 5 to the report (May 9, 2014) from the Deputy City Manager, Cluster B, the Deputy City Manager, Cluster A, and the Deputy City Manager and Chief Financial Officer remains confidential in its entirety at this time in accordance with the provisions of the City of Toronto Act, 2006, as it pertains to the security of the property of the municipality or local board.  Confidential Attachment 5 to the report (May 9, 2014) from the Deputy City Manager, Cluster B, the Deputy City Manager, Cluster A, and the Deputy City Manager and Chief Financial Officer 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.