Valerie Jepson OFFICE OF THE eee Integrity Commissioner COMMISSIONER 375 University Ave., Suite 202 TORONTO Toronto, ON MSG 25 416-397-7770 | Valerie Jepson@toronto.ca August 8, 2019 Hand Delivered PRIVATE AND CONFIDENTIAL John Tory Mayor Toronto City Hall 100 Queen St. W., 2 Floor Toronto, ON MSH 2N2 Dear Mayor Tory: Re: Possible Redevelopment of the Rogers Centre Thank you for your letter of July 12, 2019 requesting my advice about how best to deal with the possible redevelopment of the Rogers Centre. This letter sets out the circumstances and provides you with my advice. Circumstances as Advised Rogers Communications Inc. (RCI) is a publicly-traded company that owns the Rogers Centre. You are a trustee and, in certain circumstances, could also become a beneficiary of various Rogers family-related trusts, a member of the Advisory Committee for the Rogers Control Trust and a member of the board of certain companies within the Rogers family structure (the Family Trust Entities). The Family Trust Entities do not involve themselves in the day to day business of RCI but they do have an important role in its ownership structure. At the outset of your term, you sought advice from your external counsel and me, and took a number of steps to address certain interests. Regarding RCI and the Family Trust Entities, you have: * publicly declared your role in the Family Trust Entities; and, + declared interests and recused yourself from any consideration of matters that involve RCI directly or ventures in which RCI holds a controlling position, Itis your view that the potential redevelopment of the Rogers Centre falls into the latter category, and itis, accordingly, your intention to recuse yourself and refrain from any involvement in that matter. Based on our discussions about this matter, | understand that it is your preliminary view that your staff should also not be involved in dealing with the matter and that you should make a public statement about how you are dealing with the matter. You have sought my advice on these issues. 416-392-3826 | intearity@toronto.ca | Twitter: @TO Integrity | Web: wwnw.toronto.cafintearityIf any of the above circumstances are inaccurate or change, please advise me as soon as possible, Additional Informal As of the date of this letter, the Toronto Lobbyist Registry indicates that in addition to RCI and its affiliates, representatives of Brookfield Property Group Inc. and Brookfield Asset Management (Brookfield) have lobbied the local councillor about the possible redevelopment of the Rogers Centre. Unlike ward councillors, there is no role contemplated by City policies for the Mayor in relation to land use planning or building code matters, other than as a voting member of City Council Advice You have not asked me to, nor have | formed a view about whether the potential redevelopment of the Rogers Centre in fact constitutes a pecuniary interest within the meaning of the Municipal Conflict of Interest Act (MCIA) as it relates to you. It would be difficult to do so at this early stage without knowing the nature of the required Council decisions. In any event, itis your intention to avoid any involvement in the potential redevelopment. In my view, your decision to act in this proactive and cautious way at such an early stage in relation to this matter is warranted, and will assist you to meet the standards of conduct expected of you set out in the MCIA and the Code of Conduct for Members of Counail (the Code of Conduct). The advice that follows is provided pursuant to section 159(2.2) of the City of Toronto Act, 2006 and is intended to assist you to treat any City of Toronto decision or recommendation that impacts on the potential redevelopment as an interest under the MCIA. The advice will also assist you to meet your obligations in the Code of Conduct, specifically to maintain confidential information (Article V) and avoid improper use of influence (Article Vill) | recommend the following course of action: 1. You and your staff will refrain from being involved in any discussions with representatives of RCI and Brookfield (or any other third parties), City staff and other members of Council about decisions or recommendations to be made by City staff, City Council, Toronto and East York. Community Council, or any local board relating to the possible redevelopment of the Rogers, Centre and any impacted lands. 2. You and your staff will refrain from making public statements about your views and opinions about City decision-making relating to the possible Rogers Centre redevelopment and any impacted lands, 3. You will inform your staff in writing that they should not receive or deal with any inquiries relating to decisions or recommendations to be made by City staff, City Council, Toronto and East York Community Council, or any local board relating to the possible redevelopment of the Rogers Centre and any impacted lands. Your staff should refer such inquiries to the local councillor and keep records of such referrals. Attached to this letter is a template that can be used to refer such inquiries. 4. Youwill establish a mechanism in your office to screen you and your staff from obtaining confidential information about the possible redevelopment of the Rogers Centre and any Page 2 of 4impacted lands. Toward this end, | recommend that you designate a person in your office who will have responsibilty for reviewing all confidential information received in the office to identify confidential information relating to the possible Rogers Centre redevelopment and any impacted lands. If such confidential information is received, the designated person will properly dispose of such information, ensuring that it is not provided to you or other members of your staff. To facilitate this screen, you will formally direct this person in writing to: refrain from disclosing confidential information to you and others on your staff; and, consult directly with this Office on a case by case basis to assist if necessary. 5. You will write to the other members of City Council, the City Manager, the City’s three Deputy City Managers, the City Solicitor, the City Clerk, the Lobbyist Registrar, the Ombudsman and the Auditor General to inform them that neither you nor your staff should be briefed or consulted about any decisions or recommendations to be made by City staff, City Council, Toronto and East York Community Council, or any local board relating to the possible redevelopment of the Rogers Centre and any impacted lands. Attached to this letter is a template that can be used to develop these letters, 6. Although it is unlikely, if the matter of the possible redevelopment of the Rogers Centre and any impacted lands is to be discussed or considered by the Family Trust Entities, you will seek further advice from this Office at that time. 7. When any matter that involves the possible redevelopment of the Rogers Centre and any impacted lands comes before City Council or any other board, council or committee on which you sit, you will declare an interest verbally and in writing, in accordance with the MCIA, and Tecuse yourself from any deliberations on the matter. When such a matter appears on an agenda, you should seek further advice from the Integrity Commissioner about how to make the dectarations and whether any other steps are necessary. 8. You will seek further advice from this Office if the circumstances change or if there is any uncertainty about whether a particular decision, recommendation or other matter relates to the possible redevelopment. | understand that you intend to release this letter publicly. While not required, your decision to do so will helpfully increase the transparency of the steps you have taken to address this issue in a proactive and comprehensive manner. Yours truly, ) / A Valérie Jepson Integrity Commissioner Attachment (1) Templates (1 page) Page 3 of 4Templates For Resident Inquiries ‘Thank you for your email regarding the Rogers Centre redevelopment. Due to the Mayor's involvement in the Rogers Family Trusts, he is not able to be involved in any City decision- making about the potential redevelopment of the Rogers Centre or any impacted lands. This restriction includes his staff. Inquiries about this issue are best made to the local councillor for Ward 10, Joe Cressy, who can be reached at The Mayor has declared this interest publicly and you can read the letter [here] if you wish. For letters to members of Council and City staff ‘As you know, I made various public declarations early in my term regarding my interests in relation to Rogers Communications Inc. and my ongoing interest in the Rogers family trusts. As a result of these interests, and as is described in the attached letter from the Integrity Commissioner, neither me nor my staff will be involved in any way in relation to the any City actions relating to the potential redevelopment of the Rogers Centre and any impacted lands. ‘As a result, | request that you use best efforts to refrain from providing any updates or briefings to me or the staff in my Office regarding this matter. Please distribute this letter as necessary among your staff. | acknowledge that there may be certain notices and other records that must be distributed to me as a member of Council. Pursuant to the Integrity Commissioner's advice, | have designated [name of designate] in my Office to assist me to screen me from confidential information relating to the potential redevelopment of the Rogers Centre and impacted lands. Please feel free to discuss any concerns or questions that you may have with the Integrity Commissioner as a first step. cc. Integrity Commissioner Page 4 of 4