Julie Di Lorenzo,

Toronto, Ontario

July 30, 2018

Madame Chair

Waterfront Toronto,

This letter is my written resignation as a member of the Board of Directors of the Toronto
Waterfront Revitalization Corporation (WT) effective today. For the reasons outlined in the
past, in the last few weeks and below, I have concluded that, notwithstanding my best
efforts, circumstances have prevented me from performing my fiduciary duties in the
interests of Waterfront Toronto and the tri-level government stakeholders. I have posed
extensive questions and have not received answers. The time has come where I am unable
to support the new business of Waterfront Toronto as predicated under the PDA which i do
not believe is in the interest of the Corporation and our Country.

When I accepted the appointment as a Director of WT almost three years ago, I was proud
to support the organization’s enlightened aspirations. We created exemplary public realm
and laid the groundwork and executed upon the vision for "a successful neighbourhood" and
an accessible Waterfront. When I arrived on the Board, Waterfront Toronto already 15
years in the making, was considered a very successful inclusive urban land use experiment
admired worldwide. Over the past 15 years, Waterfront Toronto earned the trust of three
levels of government, to serve as custodian of in excess of 1.2 billion dollars, to complete
one of the most important infrastructure projects in this country known as the Flood Lands
Restoration Project. A project that would reclaim invaluable lands for the future prosperity
of our city and our Country.

We controlled our narrative and our destiny and did not relinquish it to any other until now.
I do not believe it was the intention of the 3 levels of government, to allow a single limited
company to become our filter, our gatekeeper and our agent. Yet through an
unconventional and an opportunistic series of circumstances, i feel we have allowed this to
happen.

For eight months since the Framework Agreement where i voted in Dissent, and now
through the PDA, we continue to allow the proponent to procure advice and services,
ostensibly on our behalf, and continue to allow this "outside" of our procurement protocol. It
has become ever more difficult to obtain independent advice on behalf of Waterfront
Toronto and in my opinion will be impossible in the future. I was and am concerned that co-
joined announcements and events and procurement with the proponent continued, (and are
scheduled to continue), while the proposed agreement remained under due diligence and
continues to morph, is, in my mind, completely inappropriate. This approach has provided
and continues to provide consultants and advisors and citizens with the perception that
established relationships already exists, which do not exist. As things continue in this
manner, we are losing our own independent narrative and we are less able to procure
independent advice on behalf of the Corporation and Stakeholders. Their communications
past and present continue to presume approvals and relationships in advance of their
existence

…2
 Julie Di Lorenzo,

Toronto, Ontario

July 30, 2018

…2

Government infrastructure and resources are not infinite and should be parsed through
democratically elected government management and process. This is not a simple land
sale arrangement similar to anything we have done in the past.

Moreover, there are numerous unanswered questions about digital governance and
privacy.

Recently I ensured that a notation in the financial statements showed the actual density
approved on Quayside of approximately 2.7 million square feet, so that the Corporation
provided greater transparency to the public and the democratically elected 3 levels of
government stakeholders about the underlying present and future value of the assets. This
accountability is necessary so that we can gage the impact of endeavors on our resources
and to gage the benefit to the public.

We are obligated to measure, on a continuous basis, the net residual benefit of this
Quayside endeavor and any of our endeavors, to ourselves as a Board of the Corporation,
the 3 levels of government and the public we serve, and not to subsidize an endeavor
unless decided explicitly and specifically, by a vote of a well informed Board and with the
consent of stakeholders.

As well, I am also very concerned as to whether WT has taken adequate steps to protect
itself from liability. Given the magnitude and potential range of the development activity
over which WT will be overseeing and “co-operating", the potential liabilities of WT
significantly exceed what I understand were the historical expectations. In my view, it is
critical that there be a immediate and comprehensive review of WT’s potential liabilities.

There remains extensive written correspondence from me on record at WT regarding the

concerns and questions I have had.

I am sorry to leave the Board, but I am proud that I served the Corporation and 3 levels of
democratically elected government.

Best Wishes,

Sincerely,

Julie Di Lorenzo