Item - 2022.EX34.11

The Executive Committee recommends that:

Affordable Housing Implementation

1. City Council endorse the inclusion of the City lands, and request that the Toronto Port Lands Company Board of Directors endorse the inclusion of Toronto Port Lands Company lands in the Quayside project, consistent with the Quayside Business and Implementation Plan, with specific terms to be defined in future land transactions for Council and/or Board approval, including the principle that the net sale proceeds from the City and Toronto Port Lands Company lands in Block 3B be contributed to the Quayside affordable housing program.

2. City Council authorize the up to 875 new affordable rental dwelling units to be developed at Quayside to be eligible through the City's Open Door Affordable Housing Program, for waivers of fees for planning applications, building permits and parkland dedication, and for development charges exemption, unless already paid.

3. City Council authorize the Executive Director, Housing Secretariat to issue a Request for Proposals and to select one or more non-profit housing provider(s) to own and/or operate the affordable rental homes in Quayside.

4. City Council authorize the Executive Director, Housing Secretariat, in consultation with the Chief Financial Officer and Treasurer, to negotiate and execute on behalf of the City, Municipal Housing Facility Agreement(s) (the City's "Contribution Agreement(s)), with the non-profit housing provider(s) selected through the competitive process, referred to in Recommendation 3 above and/or the Development Partner, to secure the financial assistance being provided and to set out the terms of the operation of the new affordable rental housing, on terms and conditions satisfactory to the Executive Director, Housing Secretariat, and in a form approved by the City Solicitor.

5. City Council authorize the Executive Director, Housing Secretariat, in consultation with the Chief Financial Officer and Treasurer, to negotiate and execute on behalf of the City, any agreements with the non-profit housing providers selected through the competitive process referred to in Recommendation 3 above and/or the Development Partner, for any operating funding that may be available, including, but not limited to rent supplement or grant funding agreements, on terms and conditions agreed to by the Executive Director, Housing Secretariat, in a form approved by the City Solicitor.

6. City Council authorize the Executive Director, Housing Secretariat, in consultation with the Chief Financial Officer and Treasurer, to negotiate and execute on behalf of the City, any security or financing documents required by any of the non-profit housing provider(s) selected through the competitive process referred to in Recommendation 3 above, to secure construction and conventional financing, as well as any subsequent refinancing, including any postponement, confirmation of status, discharge or consent documents where and when required during the term of the Municipal Housing Facility Agreement, as required by normal business practices, and provided that such documents do not give rise to financial obligations on the part of the City that have not been previously approved by City Council.

7. City Council request the Executive Director of the Housing Secretariat, in consultation with Chief Planner and Executive Director, City Planning to report to the Executive Committee in the fourth quarter of 2023, on the status of a delivery plan for the affordable housing, including, availability of funding, timing of the development of affordable housing, location of the units to be delivered, and an update on the funding plan for the construction of the Quayside affordable rental housing program.

Major Infrastructure and Parkland Funding

8. City Council direct that a $142 million City contribution towards the major infrastructure and parkland that is to be delivered at Quayside by Waterfront Toronto, be included in Waterfront Revitalization Initiative capital budget submissions for Council's approval through future year budget processes, giving consideration along with other city priorities and capital requirements.

9. City Council direct the Director of Waterfront Secretariat to include funding for major infrastructure and public park work, consistent with the $142 million capital funding requirement in Recommendation 8 above, in future year Waterfront Revitalization Initiative budget submissions.

10. City Council authorize the Deputy City Manager, Infrastructure and Development Services, for the Director of Waterfront Secretariat to work with the General Manager, Transportation Services, and the General Manager, Parks, Forestry and Recreation, to negotiate and execute on behalf of the City the necessary delivery agreements with Waterfront Toronto related to the delivery of infrastructure.

Real Estate Transactions

11. City Council request that the Executive Director, Corporate Real Estate Management, in consultation with the Chief Executive Officer, CreateTO, to report back in the second quarter 2023 on the real estate transactions and related Board and Council approvals necessary to include City and Toronto Port Lands Company lands in the Quayside project as described in Recommendation 1 above, including the creation of Block 3B under consolidated ownership.

12. City Council authorize the Executive Director, Corporate Real Estate Management to negotiate and execute on behalf of the City (subject to any property management agreement between the City and Toronto Port Lands Company in respect of City-owned lands in Quayside) any leases, licenses or other interim agreements (including such agreements with Waterfront Toronto for nominal consideration) to provide access to City-owned lands for site investigations, site preparation and environmental remediation activities for the Quayside project, on such terms and conditions as the Executive Director, Corporate Real Estate Management deems appropriate and in a form satisfactory to the City Solicitor.

13. City Council request that the Board of Directors of Toronto Port Lands Company authorize the same interim approvals in respect of the Toronto Port Lands Company lands as set out in Recommendation 12 above.

Land Use Planning Approvals

14. City Council authorize the Executive Director, Corporate Real Estate Management to execute and deliver on behalf of the City, documentation granting the City's consent to Waterfront Toronto to act as the City's agent (in the City's capacity as owner of the City-owned lands in Quayside) in connection with any planning and development, infrastructure, servicing or other applications or agreements required for the development of the Quayside lands (except environmental applications or agreements), including agreements with Toronto Hydro, Enbridge Gas or any third party utility provider, provided that Waterfront Toronto has agreed to assume all costs and liabilities under such applications and agreements and upon such other terms and conditions as the Executive Director, Corporate Real Estate Management deems appropriate, and in form satisfactory to the City Solicitor.

15. City Council request that the Toronto Port Lands Company Board of Directors authorize the same agency approvals in respect of the Toronto Port Lands Company lands in Quayside as set out in Recommendation 14 above.

16. City Council direct that all actions described in this report, 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.

17. City Council deem Waterfront Toronto's parkland contribution for Blocks 1 and 2 to be satisfied, per the East Bayfront Precinct Plan requirements and approved as-of-right densities, through the conveyance of Sherbourne Common, Sugar Beach, Aitken Place, and Waters Edge Promenade west of the Parliament Slip.

18. City Council deem Waterfront Toronto's parkland contribution for Blocks 3B, 4 and 5, to be satisfied by Waterfront Toronto, per the Keating Channel West Precinct Plan requirements and as-of-right densities through the delivery of Silo Park and the Water's Edge Promenade (east of the Parliament Slip).

Other, General

19. City Council approve the Quayside Business and Implementation Plan, as Attachment 6 to the report (June 27, 2022) from the Deputy City Manager, Infrastructure and Development Services.

20. City Council authorize the public release of the confidential information in Confidential Attachment 1 to the report (June 27, 2022) from the Deputy City Manager, Infrastructure and Development Services upon completion of the development of the publicly-owned lands in Quayside, as determined by the Deputy City Manager, Infrastructure and Development Services.

21. City Council direct that the information contained in Confidential Attachment 2 to the report (June 27, 2022) from the Deputy City Manager, Infrastructure and Development Services remain confidential in its entirety.

This report provides a "road map" for approvals related to Waterfront Toronto's Quayside project. In particular, this report addresses a number of business and implementation planning issues that are fundamental to Waterfront Toronto's ability to advance this revitalization project. Quayside is a significant and complex project that will be implemented over a number of years. Numerous City approvals will be required in the coming years, related to affordable housing implementation, major infrastructure and parkland funding, real estate transactions and land use planning approvals. In 2022, City approvals are required with respect to: the Quayside Business and Implementation Plan; City funding contributions to the Quayside affordable rental housing, and major infrastructure and parkland programs; and how City Divisions and CreateTO, as the City's real estate agency, will work with Waterfront Toronto as it implements the Quayside project.

Quayside Business and Implementation Plan

Waterfront Toronto has submitted a Business and Implementation Plan for Quayside, dated June 27, 2022, as required by a Memorandum of Understanding (M.O.U) between Waterfront Toronto, the City of Toronto and the Toronto Economic Development Corporation (now operating as Toronto Port Lands Company or T.P.L.C.), covering lands owned by the City and T.P.L.C. in the East Bayfront and Port Lands. The M.O.U. defines the requirements for detailed business and implementation plans prior to providing Waterfront Toronto with effective control of City or T.P.L.C. lands in the Designated Waterfront Area. The Quayside Business and Implementation Plan is appended to this staff report as Attachment 6.

About Quayside

Quayside is a 4.9 hectare parcel of land on Toronto's waterfront, located at Queens Quay East and Parliament Street. The majority of the site is owned by Waterfront Toronto. However, it also includes lands owned by the City of Toronto and the Economic Development Corporation operating as T.P.L.C. (All T.P.L.C. lands are managed under agreement by CreateTO with corporate governance provided by the T.P.L.C. Board of Directors.) In addition, the property at 307 Lake Shore Boulevard East which abuts Block 3B to the north is privately owned by Plaza Partners. Quayside straddles two precincts: Blocks 1 and 2 (owned by Waterfront Toronto) are sited within the East Bayfront Precinct and Blocks 3B (owned by City and T.P.L.C.), 4 and 5 (owned by Waterfront Toronto) are within the Keating Channel West Precinct (refer to Attachment 2: Quayside Current Land Ownership Map). Waterfront Toronto estimates that Quayside will be developed between 2022 and 2031. Waterfront Toronto estimates that approximately 6,100 people will live in 3,500 housing units in Quayside; Waterfront Toronto estimates that the area's commercial space will support approximately 1,600 jobs.

The City has multiple roles and interests in Quayside: as land owner, as owner/operator of municipal infrastructure, parkland and services, as provider of affordable housing and as the local planning authority. Collectively, City and T.P.L.C. lands constitute approximately 0.6 hectares in the Quayside project area. The City and T.P.L.C. both own lands in the future development parcel designated as Block 3B, including the existing Parliament Street; these parcels are relatively small and are irregular in shape. Beyond Block 3B, T.P.L.C. also owns a triangular-shaped rail spur remnant, an east-west strip of land abutting Block 4 and an L-shaped strip along the dockwall.  

Waterfront Toronto's Procurement Process

Over the past year, Waterfront Toronto has conducted a procurement process to secure a development partner for Quayside. All levels of government reviewed and contributed to the final R.F.Q. and R.F.P. documents. This included an R.F.Q. issued in March 2021 and an R.F.P. issued in July 2021. Ten submissions were received in response to the R.F.Q. From this, four proponents were selected to participate in the R.F.P. process. The City and CreateTO were represented on the Evaluation, Steering and Technical Committees for the project.

On February 15, 2022, Waterfront Toronto’s Board of Directors approved a recommendation from its Investment and Real Estate sub-committee to partner with the Preferred Proponent known as Quayside Impact Limited Partnership, led by Dream Unlimited and Great Gulf Group. Terms relating to the development of the project will be set out in a Project Agreement between the two parties; Waterfront Toronto will be responsible for the overall coordination of the project and the delivery of infrastructure, while Quayside Impact Limited Partnership will be responsible for the development. It is anticipated that the Project Agreement will be finalized and executed in fall 2022, after which, the Preferred Proponent will become Waterfront Toronto's Development Partner.

Development Proposal and Project Phasing

Quayside is intended to be developed as a mixed-use community consistent with the East Bayfront and Keating Channel West Precinct Plan frameworks.

The Quayside Project will take place in two phases. Phase One will include Blocks 1 and 2 and implementation will commence starting in 2022. Blocks 1 and 2 are covered by the East Bayfront Precinct Plan. Phase Two includes Blocks 3B, 4 and 5 and is more complex when compared with Phase One. Waterfront Toronto estimates that Phase Two will commence in 2026. All three Phase Two development blocks are within the Keating Channel West Precinct. The consolidation of lands owned by the City and T.P.L.C. is required to facilitate the implementation of planned road and infrastructure improvements, as well as to create Block 3B as a development parcel. Further details are provided in the "Comments" section below.

Affordable Housing Implementation

The residential development at Quayside will include approximately 23% of residential gross floor area as affordable rental housing (a minimum of 800 units and up to 875 units), and a further 5% of the units as affordable ownership (approximately 200 units). The actual number of affordable homes to be created will be dependent on the final approved density and land-use mix in Quayside, plus the amount of funding and financing secured to build the units. The Housing Secretariat has been involved in reviewing the Quayside proposal and will continue to be involved throughout the process.

Waterfront Toronto will work with the City, Province and Federal governments, as well as the selected non-profit housing providers and/or the Development Partner to secure the affordable funding and financing necessary to deliver the affordable housing component of the project, and to, potentially, exceed the affordability targets (e.g., number of affordable units and/or deeper levels of affordability).

As such, Recommendations 1, 2, and 3 of this report address the Council directions that are needed to advance the Quayside affordable housing program to:

i)   Direct land sale revenues from City and T.P.L.C. lands on Block 3B towards affordable rental housing in Quayside;

ii)   Authorize Open Door Affordable Housing Program incentives (waivers of fees for planning applications, building permits and parkland dedication, and development charges exemption, with authority for property tax exemptions to be requested in a later report once the location(s) of the affordable rental housing units are known) for up to 875 affordable rental units (estimated value of $47,951,703); and

iii)  Issue a Request for Proposals to identify suitable non-profit providers to own and/or operate the affordable rental housing.

Once the actual number of affordable housing units and the location of the units have been determined, staff will report to Council to seek approval for property tax exemptions for a 99 year period through the Open Door Affordable Housing Program. The overall anticipated value of Open Door incentives using current rates, once approval is received from Council for the property tax exemptions, is estimated at $78,231,280.

The affordable rental units are intended to be delivered over two phases. Land for all units (800 to 875) will be set aside through the Quayside project. Based on input from City staff, Waterfront Toronto's Request for Proposals document identified the criteria for the units, including the required locations, unit mix and distribution, with which the Preferred Proponent complied.

The cost to deliver between 800 and 875 affordable rental homes is significant and will require funding and financing from a range of sources. While the land has been secured for both phases, the funding plan to deal with the "bricks and mortar" costs is still a work in progress.

Quayside Phase One will provide approximately 460 affordable housing units (of the up to 875 units) at a cost of approximately $270 million (including soft, hard and financing costs). The City's contribution for Phase One will include the full value of Block 3B and City Open Door Affordable Housing incentives, as detailed in the Financial Impact Section of this report.

Waterfront Toronto, working with City staff, has reached out to the Provincial and Federal governments (including the Canada Mortgage and Housing Corporation) to explore funding opportunities to deliver the Quayside affordable housing program. The required equity contribution from Waterfront Toronto from land sales proceeds will vary based on how much funding can be secured from other levels of governments for each phase of Quayside.

While there is a plan to deliver the Phase One affordable rental units, Waterfront Toronto continues to work on a funding plan for the construction of the Quayside Phase Two units. City staff, in consultation with Waterfront Toronto and others, will report back to the Executive Committee in late 2023 with a funding plan for the Phase Two housing units (see Recommendation 7). The funding model for the construction of the Quayside Phase Two affordable housing units (approximately 415 units) will be based on similar assumptions, including Open Door incentives; potential funding and financing from the Provincial and Federal governments, and potential additional contributions from Waterfront Toronto.

In addition, Waterfront Toronto and City staff will work with Waterfront Toronto's Preferred Proponent to also look at options to reduce the cost of the planned affordable rental housing at Quayside, including:

- Potential long-term leases (versus ownership);

- Aligning studio and one bedroom unit sizes with market units; and

- Allowing for slightly smaller two and three bedroom units.

Major Infrastructure and Parkland Funding

Similar to the approach used in the East Bayfront and West Don Lands, Waterfront Toronto will be responsible for the delivery of major infrastructure and parkland in Quayside.

For Quayside, the major infrastructure and parkland includes the partial acquisitions of Parliament Slip and 11 Parliament Street, and the partial lake filling in order to facilitate the future extension of Queens Quay East (and related dockwall rehabilitation), including a reconfigured Queens Quay East/Parliament Street intersection; improvements to Bonnycastle Street and Lake Shore Boulevard East; Silo Park (0.4 hectares) and Water's Edge Promenade (0.3 hectares). Refer to Attachment 4: Quayside Infrastructure and Public Realm Plan. Delivery is estimated to cost approximately $190 million based on project timeline and annual inflation estimates.

As is further outlined in the Financial Impact section below, City staff are recommending a $142 million City contribution towards the major infrastructure and parkland that is to be delivered at Quayside, to be cash-flowed over a 10-year period. City funding is not required in 2022. This report recommends this funding be included in Waterfront Revitalization Initiative capital budget submissions for Council's approval through the 2023 and future year budget processes, with consideration of other city priorities and capital requirements. This report includes recommendations that would allow for staff to enter into the necessary infrastructure delivery agreements with Waterfront Toronto to facilitate planning, design and construction.

Subsequent detailed reports will address the necessary approvals needed to complete the proposed infrastructure and parkland implementation work.

Real Estate Transactions

Quayside requires a series of land transactions to create the future Block 3B through the consolidation of City and T.P.L.C. properties, as well as the transfer of various other remnant City and T.P.L.C. parcels located beyond Block 3B. Once the coordination and sequencing of the land transactions have been determined and agreed upon by all parties, it is anticipated that delivery, contribution and infrastructure related funding agreements will need to be entered into with the appropriate land owners.

This report recommends that authorization be given to the Executive Director, Corporate Real Estate Management, subject to any property management agreements between the City and CreateTO, to proceed with leases, licences and other interim agreements for nominal consideration to allow for necessary site investigation, preparation and environmental remediation. This report also recommends that City Council request that the T.P.L.C. Board of Directors do the same in respect of T.P.L.C. lands.

Subsequent reports to Council will address transactional details related to: the closure of Parliament Street, the surplus declaration and disposal terms of any portions of Block 3B being sold, the land appraisal of Block 3B, and the details of the necessary implementation agreements needed for the development of Block 3B between the City, T.P.L.C. and Waterfront Toronto and/or its Development Partner for Block 3B. The results of an appraisal of Block 3B are addressed in Confidential Attachment 1.

Land Use Planning Approvals

The Development Partner, or its designated Site Developers, will be subject to applicable City Planning Division development review processes. A formal pre-application consultation meeting will be scheduled to confirm application and submission requirements. Given that the Phase One lands are serviced to accommodate development for the existing as-of-right zoning permissions, a draft plan of subdivision application will not be required. However, a draft plan of subdivision application will be required for the Phase Two lands. Waterfront Toronto, as agent, will act as the applicant for the draft plan of subdivision application. The Development Partner and its site developers are to comply with the applicable zoning by-laws and submit their designs for review and comment to the Waterfront Toronto Design Review Panel.

This report recommends that Waterfront Toronto be authorized as the City's agent to file planning and development related applications for City-owned lands; it requests that the Board of Directors of T.P.L.C. authorize the same agency approvals in respect of the T.P.L.C. lands. This report seeks an acknowledgement that local infrastructure improvement contributions have been satisfied for Blocks 1 and 2.

Next Steps

The recommendations in this report will, if adopted, allow Waterfront Toronto to move forward with finalizing its agreements with its Preferred Proponent; Waterfront Toronto will also be able to close on Blocks 1 and 2, and advance site investigations, site preparation and environmental remediation. City of Toronto staff will work with CreateTO on a work plan, outlined above and described in more detail below, which will lead to subsequent staff reports related to affordable housing implementation matters, infrastructure funding, real estate transactions and land use planning approvals that will require City Council direction in 2023 and beyond. The Board of Directors of T.P.L.C. will also consider staff reports in a concurrent manner, as necessary, to facilitate real estate transactions.

Given the enormous scope and complexity of the Quayside project, there are matters that will need further evolution in order to determine outcomes. For instance, proposed on Block 5 are a cultural centre and the potential co-location of an elementary school. These two uses will require on-going review, discussion and negotiation to ensure the achievement of the aspirations for the block. Given that Quayside is a long-term phased project, phasing and scheduling will require review throughout the design process, and the project's cost estimates will be subject to further detailed review. Specifically, the estimated construction timeline (Q4 2025 to Q4 2028) of Queens Quay East and Parliament Street will be subject to ongoing coordination with other impacted major projects in the area. Further, Waterfront Toronto is also the proponent of the Parliament Slip project, a proposed water's edge public and recreational space that would abut and complement the Quayside neighbourhood; the City will work with Waterfront Toronto as it engages with the Provincial and Federal governments with respect to potential financial contributions to the Parliament Slip project.

Quayside will advance in the coming months and years, and be addressed in future City staff reports. In the meantime, the recommended approvals in this report will allow Waterfront Toronto to transact with its Preferred Proponent, and to begin detailed design, submit land use planning application, and to commence site preparation and related work in Quayside.