Item - 2011.EX4.9

Tracking Status

  • City Council adopted this item on April 12, 2011 with amendments.
  • This item was considered by Executive Committee on March 21, 2011 and was adopted with amendments. It will be considered by City Council on April 12, 2011.
  • See also By-law 488-2011

EX4.9 - Potential Sale by Toronto Port Lands Company/TEDCO of Corus Quay

Decision Type:
ACTION
Status:
Amended
Ward:
28 - Toronto Centre-Rosedale

City Council Decision

City Council on April 12 and 13, 2011 adopted the following:

 

1.         City Council consent to Toronto Port Lands Company's (TPLC) proposal to offer the Project (being the lands and premises municipally known as 25 Dockside Drive) for sale on the terms identified in the confidential attachment to this report and on the condition that the proceeds from the sale be used to repay in full the construction loan provided by the City.

 

2.         City Council direct that a by-law be enacted, pursuant to s. 145 of the City of Toronto Act, 2006, granting authority, in the form of a special resolution within the meaning of the Ontario Business Corporations Act, to amend TPLC's articles of incorporation by:

 

a.         deleting the restrictions on the corporation's power requiring that the corporation's activities be carried on without purpose of gain for its shareholder, that any profit accretion be used only to promote its purposes, and that no part of the income of the corporation be payable or otherwise available for the personal benefit of the shareholder of the corporation;

b.         deleting the restriction attaching to the corporation's shares requiring that the directors not declare, nor the corporation pay, any dividends; and

c.         expanding the purposes to include sales

and grant authority to introduce the necessary bill in Council.

 

3.         City Council direct that a declaration by the City, in its capacity as sole shareholder of TPLC, be delivered to the Board of Directors of TPLC, directing that, once the articles of incorporation have been amended in accordance with Recommendation #2 above and the Project has been sold, TPLC use the net proceeds from the sale of the Project to provide a dividend to the City in a specific amount to be determined by the board of directors in consultation with the Deputy City Manager and Chief Financial Officer.

 

4.         City Council direct the Deputy City Manager and Chief Financial Officer to deposit the dividend amount received from the TPLC in the City’s Capital Financing Reserve Account (XQ0011).

 

5.         City Council consent to the extension of the maturity date for the construction loan provided for this project by the City from March 31, 2011 to December 31, 2011.

 

6.         City Council request the City Manager to report to the Executive Committee if and when and potential sale is reached for the sale of Corus Quay.

 

7.                  City Council direct that Confidential Attachment 1 of the report (March 4, 2011) from the City Manager and Deputy City Manager and Chief Financial Officer remain confidential under the provisions of the City of Toronto Act, 2006, as it relates to the security of property of municipality or local board, until the closing of the sale transaction.

 

8.         City Council refer the following motion to the Parks and Environment Committee for consideration and request the Acting Director, Waterfront Secretariat to report to the Parks and Environment Committee when this matter is being considered:

 

               Moved by Councillor McConnell:

 

              That:

 

1.        As part of the 2012 Capital Budget Review process, consideration be given to allocating a portion of the net proceeds from the sale of Corus Quay into a City of Toronto Parks reserve fund for the purposes of maintaining Waterfront parks.

 

2.        The Acting Director, Waterfront Secretariat in consultation with the Deputy City Manager and Chief Financial Officer, and the General Manager, Parks, Forestry and Recreation report back to the Executive Committee on a comprehensive financing strategy for the maintenance of Waterfront parks.

 

Confidential Attachment 1 to the report (March 4, 2011) from the City Manager and Deputy City Manager and Chief Financial Officer remains confidential in its entirety at this time under the provisions of the City of Toronto Act, 2006, as it relates to the security of property of municipality or local board.  Confidential Attachment 1 will be made public once the sales transaction has closed.

City Council Decision Advice and Other Information

City Council recessed its public session and met as Committee of the Whole in closed session on April 12, 2011, to consider confidential information on this Item as it deals with the security of the property of the municipality or local board.  Committee of the Whole subsequently did not consider this matter in closed session.

Confidential Attachment - The security of the property of the municipality or local board

Background Information (Committee)

(March 4, 2011) Staff Report - Potential Sale by Toronto Port Lands Company/TEDCO of Corus Quay
https://www.toronto.ca/legdocs/mmis/2011/ex/bgrd/backgroundfile-36610.pdf
(March 4, 2011) Confidential Attachments

Motions (City Council)

1 - Motion to Amend Item (Additional) moved by Councillor Pam McConnell (Referred)

That:

 

1.         As part of the 2012 Capital Budget Review process, City Council give consideration to allocating a portion of the net proceeds from the sale of Corus Quay into a City of Toronto Parks reserve fund for the purposes of maintaining Waterfront parks.

 

2.         City Council request the Acting Director, Waterfront Secretariat, in consultation with the Deputy City Manager and Chief Financial Officer, and the General Manager, Parks, Forestry and Recreation, to report back to the Executive Committee on a comprehensive financing strategy for the maintenance of Waterfront parks.


2 - Motion to Amend Item moved by Councillor Norman Kelly (Amended)

That City Council refer motion 1 by Councillor McConnell to the Parks and Environment Committee for consideration.

 

Amended by motion 3 by Councillor Vaughan.

Vote (Amend Item) Apr-13-2011 11:36 AM

Result: Carried Majority Required - EX4.9 - Kelly - motion 2, as amended
Total members that voted Yes: 40 Members that voted Yes are Paul Ainslie, Maria Augimeri, Ana Bail„o, Michelle Berardinetti, Shelley Carroll, Raymond Cho, Josh Colle, Gary Crawford, Vincent Crisanti, Janet Davis, Mike Del Grande, Frank Di Giorgio, Sarah Doucette, Paula Fletcher, Doug Ford, Rob Ford, Mary Fragedakis, Mark Grimes, Doug Holyday, Norman Kelly, Mike Layton, Chin Lee, Gloria Lindsay Luby, Pam McConnell, Mary-Margaret McMahon, Joe Mihevc, Peter Milczyn, Denzil Minnan-Wong, Ron Moeser, Frances Nunziata (Chair), Cesar Palacio, John Parker, James Pasternak, Anthony Perruzza, Jaye Robinson, David Shiner, Karen Stintz, Michael Thompson, Adam Vaughan, Kristyn Wong-Tam
Total members that voted No: 1 Members that voted No are Gord Perks
Total members that were Absent: 4 Members that were absent are Glenn De Baeremaeker, John Filion, Giorgio Mammoliti, Josh Matlow

3 - Motion to Amend Motion moved by Councillor Adam Vaughan (Carried)

That Motion 2 by Councillor Kelly be amended by adding the words "the Acting Director, Waterfront Secretariat and the Executive Director, Economic Development and Culture be requested to report to the Parks and Environment Committee when the Item is considered".

Vote (Amend Motion) Apr-13-2011 11:34 AM

Result: Carried Majority Required - EX4.9 - Vaughan - motion 3
Total members that voted Yes: 32 Members that voted Yes are Maria Augimeri, Ana Bail„o, Michelle Berardinetti, Shelley Carroll, Raymond Cho, Josh Colle, Gary Crawford, Janet Davis, Mike Del Grande, Frank Di Giorgio, Sarah Doucette, Paula Fletcher, Mary Fragedakis, Doug Holyday, Norman Kelly, Mike Layton, Chin Lee, Gloria Lindsay Luby, Pam McConnell, Mary-Margaret McMahon, Joe Mihevc, Ron Moeser, Frances Nunziata (Chair), John Parker, James Pasternak, Gord Perks, Anthony Perruzza, David Shiner, Karen Stintz, Michael Thompson, Adam Vaughan, Kristyn Wong-Tam
Total members that voted No: 6 Members that voted No are Paul Ainslie, Vincent Crisanti, Doug Ford, Rob Ford, Denzil Minnan-Wong, Cesar Palacio
Total members that were Absent: 7 Members that were absent are Glenn De Baeremaeker, John Filion, Mark Grimes, Giorgio Mammoliti, Josh Matlow, Peter Milczyn, Jaye Robinson

Motion to Adopt Item as Amended (Carried)

Vote (Adopt Item as Amended) Apr-13-2011 11:37 AM

Result: Carried Majority Required - EX4.9 - Adopt the item as amended
Total members that voted Yes: 42 Members that voted Yes are Paul Ainslie, Maria Augimeri, Ana Bail„o, Michelle Berardinetti, Shelley Carroll, Raymond Cho, Josh Colle, Gary Crawford, Vincent Crisanti, Janet Davis, Mike Del Grande, Frank Di Giorgio, Sarah Doucette, Paula Fletcher, Doug Ford, Rob Ford, Mary Fragedakis, Mark Grimes, Doug Holyday, Norman Kelly, Mike Layton, Chin Lee, Gloria Lindsay Luby, Josh Matlow, Pam McConnell, Mary-Margaret McMahon, Joe Mihevc, Peter Milczyn, Denzil Minnan-Wong, Ron Moeser, Frances Nunziata (Chair), Cesar Palacio, John Parker, James Pasternak, Gord Perks, Anthony Perruzza, Jaye Robinson, David Shiner, Karen Stintz, Michael Thompson, Adam Vaughan, Kristyn Wong-Tam
Total members that voted No: 0 Members that voted No are
Total members that were Absent: 3 Members that were absent are Glenn De Baeremaeker, John Filion, Giorgio Mammoliti

Motion to End Debate moved by Councillor Michael Thompson (Carried)

That in accordance with the provisions of Chapter 27, Council Procedures, City Council end the debate on Item EX4.9 and take the vote immediately.

Vote (End Debate) Apr-13-2011 11:32 AM

Result: Carried Two-Thirds Required - EX4.9 - End the debate
Total members that voted Yes: 24 Members that voted Yes are Paul Ainslie, Ana Bail„o, Shelley Carroll, Raymond Cho, Josh Colle, Gary Crawford, Vincent Crisanti, Janet Davis, Mike Del Grande, Frank Di Giorgio, Sarah Doucette, Norman Kelly, Chin Lee, Pam McConnell, Mary-Margaret McMahon, Ron Moeser, Frances Nunziata (Chair), Cesar Palacio, John Parker, James Pasternak, Gord Perks, David Shiner, Karen Stintz, Michael Thompson
Total members that voted No: 12 Members that voted No are Maria Augimeri, Paula Fletcher, Doug Ford, Rob Ford, Mary Fragedakis, Doug Holyday, Mike Layton, Gloria Lindsay Luby, Joe Mihevc, Anthony Perruzza, Adam Vaughan, Kristyn Wong-Tam
Total members that were Absent: 9 Members that were absent are Michelle Berardinetti, Glenn De Baeremaeker, John Filion, Mark Grimes, Giorgio Mammoliti, Josh Matlow, Peter Milczyn, Denzil Minnan-Wong, Jaye Robinson

Motion to Extend Speaking Time (Carried)

Speaker Nunziata proposed that Councillor Fletcher's speaking time be extended so that she could complete her remarks.

Vote (Extend Speaking Time) Apr-13-2011 11:07 AM

Result: Carried Majority Required - EX4.9 - Extend Councillor Fletcher's speaking time
Total members that voted Yes: 33 Members that voted Yes are Paul Ainslie, Maria Augimeri, Ana Bail„o, Michelle Berardinetti, Shelley Carroll, Raymond Cho, Josh Colle, Vincent Crisanti, Janet Davis, Mike Del Grande, Frank Di Giorgio, Sarah Doucette, Paula Fletcher, Doug Ford, Rob Ford, Doug Holyday, Norman Kelly, Mike Layton, Chin Lee, Gloria Lindsay Luby, Josh Matlow, Pam McConnell, Mary-Margaret McMahon, Denzil Minnan-Wong, Ron Moeser, John Parker, James Pasternak, Gord Perks, Anthony Perruzza, Jaye Robinson, Karen Stintz, Adam Vaughan, Kristyn Wong-Tam
Total members that voted No: 0 Members that voted No are
Total members that were Absent: 12 Members that were absent are Gary Crawford, Glenn De Baeremaeker, John Filion, Mary Fragedakis, Mark Grimes, Giorgio Mammoliti, Joe Mihevc, Peter Milczyn, Frances Nunziata (Chair), Cesar Palacio, David Shiner, Michael Thompson

Motion to Extend Speaking Time (Carried)

Speaker Nunziata proposed that Councillor Vaughan's speaking time be extended so that he could complete his remarks.

Vote (Extend Speaking Time) Apr-13-2011 11:26 AM

Result: Carried Majority Required - EX4.9 - Extend Councillor Vaughan's speaking time
Total members that voted Yes: 34 Members that voted Yes are Maria Augimeri, Ana Bail„o, Michelle Berardinetti, Shelley Carroll, Raymond Cho, Josh Colle, Gary Crawford, Vincent Crisanti, Janet Davis, Mike Del Grande, Frank Di Giorgio, Sarah Doucette, Paula Fletcher, Rob Ford, Mary Fragedakis, Doug Holyday, Norman Kelly, Chin Lee, Gloria Lindsay Luby, Pam McConnell, Mary-Margaret McMahon, Joe Mihevc, Denzil Minnan-Wong, Ron Moeser, Frances Nunziata (Chair), Cesar Palacio, John Parker, James Pasternak, Gord Perks, Anthony Perruzza, Karen Stintz, Michael Thompson, Adam Vaughan, Kristyn Wong-Tam
Total members that voted No: 1 Members that voted No are Doug Ford
Total members that were Absent: 10 Members that were absent are Paul Ainslie, Glenn De Baeremaeker, John Filion, Mark Grimes, Mike Layton, Giorgio Mammoliti, Josh Matlow, Peter Milczyn, Jaye Robinson, David Shiner

EX4.9 - Potential Sale by Toronto Port Lands Company/TEDCO of Corus Quay

Decision Type:
ACTION
Status:
Amended
Ward:
28 - Toronto Centre-Rosedale

Confidential Attachment - The security of the property of the municipality or local board

Committee Recommendations

The Executive Committee recommends that:

 

1.         City Council consent to Toronto Port Lands Company's (TPLC) proposal to offer the Project (being the lands and premises municipally known as 25 Dockside Drive) for sale on the terms identified in the confidential attachment to this report and on the condition that the proceeds from the sale be used to repay in full the construction loan provided by the City.

 

2.         City Council direct that a by-law be enacted, pursuant to s. 145 of the City of Toronto Act, 2006, granting authority, in the form of a special resolution within the meaning of the Ontario Business Corporations Act, to amend TPLC's articles of incorporation by:

 

a.         deleting the restrictions on the corporation's power requiring that the corporation's activities be carried on without purpose of gain for its shareholder, that any profit accretion be used only to promote its purposes, and that no part of the income of the corporation be payable or otherwise available for the personal benefit of the shareholder of the corporation;

b.         deleting the restriction attaching to the corporation's shares requiring that the directors not declare, nor the corporation pay, any dividends; and

c.         expanding the purposes to include sales

and grant authority to introduce the necessary bill in Council.

 

3.         City Council direct that a declaration by the City, in its capacity as sole shareholder of TPLC, be delivered to the Board of Directors of TPLC, directing that, once the articles of incorporation have been amended in accordance with Recommendation #2 above and the Project has been sold, TPLC use the net proceeds from the sale of the Project to provide a dividend to the City in a specific amount to be determined by the board of directors in consultation with the Deputy City Manager and Chief Financial Officer.

 

4.         City Council direct the Deputy City Manager and Chief Financial Officer to deposit the dividend amount received from the TPLC in the City’s Capital Financing Reserve Account (XQ0011).

 

5.         City Council consent to the extension of the maturity date for the construction loan provided for this project by the City from March 31, 2011 to December 31, 2011.

 

6.         City Council request the City Manager to report to the Executive Committee if and when and potential sale is reached for the sale of Corus Quay.

 

7.                  City Council direct that Confidential Attachment 1 of the report (March 8, 2011) from the City Manager and Deputy City Manager and Chief Financial Officer remain confidential under the provisions of the City of Toronto Act, 2006, as it relates to the security of property of municipality or local board, until the closing of the sale transaction.

 

Origin

(March 4, 2011) Report from the City Manager and the Deputy City Manager and Chief Financial Officer

Summary

The primary purpose of this report is to seek the City’s approval for the sale by City of Toronto Economic Development Corporation (now operating as Toronto Port Lands Company and referred to herein as "TPLC") of the Corus Quay lands and building (the “Project” – municipally known as 25 Dockside Drive) and to direct TPLC to use a portion of the proceeds to repay in full the outstanding balance on the construction loan provided for the Project by the City.

 

In order to enable the effective re-use of any surplus funds realized by TPLC through the sale of the Project, this report also recommends that TPLC's articles of incorporation be amended so that the restrictions on the use of profits and the prohibition against dividends are removed  and so that property sales are specifically included in TPLC's purposes.

 

This report also recommends that once the sale is complete, TPLC's board of directors be directed to declare a dividend in an amount that will serve to remit to the City the net profit.

Background Information

(March 4, 2011) Staff Report - Potential Sale by Toronto Port Lands Company/TEDCO of Corus Quay
https://www.toronto.ca/legdocs/mmis/2011/ex/bgrd/backgroundfile-36610.pdf
(March 4, 2011) Confidential Attachments

Motions

1 - Motion to Amend Item (Additional) moved by Councillor Denzil Minnan-Wong (Carried)

That City Council request the City Manager to report to the Executive Committee if and when and potential sale is reached for the sale of Corus Quay.


2 - Motion to Adopt Item as Amended moved by Councillor Denzil Minnan-Wong (Carried)
Source: Toronto City Clerk at www.toronto.ca/council