Minutes Confirmed on September 29, 2016

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved, in principle, the terms of the Transfer Payment Agreement substantially as summarised in Confidential Attachment 1 to the report (July 13, 2016) from the Chief Executive Officer.

2.  Directed Toronto Atmospheric Fund staff, in collaboration with the City Manager's Office, to finalize the Transfer Payment Agreement, resolving key outstanding issues in accordance with Board and City instructions.

3.  Requested the City Manager to seek City Council approval of the Transfer Payment Agreement and authorize Toronto Atmospheric Fund staff, in consultation with the City Manager's Office and the City Solicitor, to have the Transfer Payment Agreement executed by authorized signing officials.

4.  Requested the City Manager to seek City Council approval to implement the Transfer Payment Agreement by:

a.  approving a Line of Credit secured by the provincial endowment once Provincial Funds are received;

b.  approving Toronto Atmospheric Fund's use and registration under the Business Names Act (Ontario) of "The Atmospheric Fund" as its operating name, to accommodate Toronto Atmospheric Fund's expanded scope to the broader Greater Toronto and Hamilton Area; and

c.  making any necessary amendments to the Toronto Atmospheric Fund/City Relationship Framework or any other governance instruments or agreements.

5a.  Requested the City Manager to seek City Council approval to make an application to the Province to amend subsections 11(8) and(9) of the Toronto Atmospheric Fund Act with respect to approvals for certain transactions which extend beyond the term of any current council; and

5b. In the interim, directed Toronto Atmospheric Fund staff and Toronto Atmospheric Fund's Solicitor to work with the City Manager, the Deputy City Manager and Chief Financial Officer, and the City Solicitor to review whether advance City Council approval can be obtained for any compliant financial commitments, liabilities or contractual obligations undertaken by Toronto Atmospheric Fund which extend after the expiry of the 2014-2018 Term of Council under Subsections 11(8) and (9) of the Toronto Atmospheric Fund Act using:

i. the City endowment funds and/or,

ii. the new Provincial endowment,

provided that such advance City Council approval is only in effect from the date of the Council approval to 6-month period following the 2018 municipal election (in the event that an amendment to the Toronto Atmospheric Fund Act has not been obtained), which transactions will still need to be calculated as part of the City's debt and financial obligations limit under Subsection 11(8) of the Toronto Atmospheric Fund Act.

6.  Authorized the public release of the confidential information in Confidential Attachments 1 and 2 to the report (July 13, 2016) from the Chief Executive Officer once the Transfer Payment Agreement is signed with the Province of Ontario. 

The Board of Directors of the Toronto Atmospheric Fund recessed its public meeting to meet in closed session to consider the item as it pertains to the security of the property of the municipality or local board.

Toronto Atmospheric Fund and City Manager's Office staff and counterparts from the Ontario Ministry of Municipal Affairs have substantially completed negotiation of the Ontario Transfer Payment Agreement (TPA) establishing a Provincial Endowment Fund for the purposes of expanding Toronto Atmospheric Fund's services throughout the Greater Toronto and Hamilton Area (GTHA).

The proposed Schedule for completion of the Transfer Payment Agreement is as follows:

July 18, 2016            Board of Directors of the Toronto Atmospheric Fund approval in principle (TBD)

August 15, 2016       Final outstanding items negotiated

August 25, 2016       City Manager's Office report to Executive Committee completed

September 22, 2016  Executive Committee review of Transfer Payment Agreement

October 4/5, 2016     City Council review of Transfer Payment Agreement

October 24, 2016      Toronto Atmospheric Fund 25th Anniversary Event and New Endowment Announcement (planned).

Given the interest in deploying the Provincial resources as soon as possible, staff is requesting that the Board provide approval in principle, any additional directions on the terms of the Ontario Transfer Payment Agreement, and authorize staff to finalize the agreement and to advance a report through the City Manager's Officer for Council approval of the Ontario Transfer Payment Agreement and any other approvals required to execute the agreement.

Also Present - Non-Members:

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund
Mary Pickering, Vice President, Programs and Partnerships, Toronto Atmospheric Fund
Tim Stoate, Vice President, Impact Investing, Toronto Atmospheric Fund

Cliff Goldfarb, Solicitor, Gardiner Roberts LLP

Peter Notaro, Executive Director, Strategic and Corporate Policy, City Manager's Office

Karen Jones, Senior Corporate Management Policy Consultant, City Manager's Office

Lorraine Searles-Kelly, Solicitor, Legal Services, City of Toronto