Minutes Confirmed on July 11, 2019

The Board of Directors of the Toronto Atmospheric Fund:

1.  Received the item for information.

Welcome and Introductions by the Chair of the Board of Directors of the Toronto Atmospheric Fund.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved $526,000 as the Toronto Stabilization Fund balance for 2018.

2.  Approved the 2018 Audited Consolidated Financial Statements.

Welch LLP gave an overview of the Draft Consolidated Financial Statements for Toronto Atmospheric Fund for the year ended December 31, 2018 and the Draft Auditors' Report.

The 2018 Audited Consolidated Financial Statements and Report have been prepared by Welch LLP and are presented to the Board of Directors of the Toronto Atmospheric Fund for approval. These statements provide separate fund accounting for both the City of Toronto and the Province of Ontario endowment funds.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Received the report (April 12, 2019) from the Chief Executive Officer for information.

The Chief Executive Officer gave an overview of the report (April 12, 2019) from the Chief Executive Officer, Toronto Atmospheric Fund.

This report provides an update on Toronto Atmospheric Fund initiatives with regard to Governance and Organizational Matters and Strategic Programs.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Directed the Chair of the Board to convey its thanks to the Government of Canada for their commitment to accelerating climate action in cities, and the support pledged in Budget 2019 to enhance Toronto Atmospheric Fund's endowment and capitalize Low Carbon Cities Canada centres in six other cities across the country.

2.  Directed Toronto Atmospheric Fund staff to:

a.  Negotiate an agreement with the Federation of Canadian Municipalities Green Municipal Fund (GMF) specifying the terms and conditions for receiving, use of, and accountability for the $40 million federal endowment whose purpose is to support and advance actions in the Greater Toronto and Hamilton Area (GHTA) that will reduce greenhouse gas emissions, in consultation with City staff via the City Manager's Office, and with guidance from the Ad Hoc LC3 Working Group and the Investment Committee;

b.  Prepare the terms and conditions of a final agreement with the Federation of Canadian Municipalities Green Municipal Fund (GMF), to the satisfaction of Toronto Atmospheric Fund’s Solicitor, the City Solicitor, the City Manager, the City's Chief Financial Officer and Treasurer, for the Board and City Council approval at the earliest opportunity.

3.  Directed the Ad Hoc LC3 Working Group to:

a.  Expand its membership to include the Chair, two other members of the Board and a member drawn from one of the Toronto Atmospheric Fund Committees;

b.  Support Toronto Atmospheric Fund's Chief Executive Officer in framing and guiding the negotiation of terms; and

c.  Bring and present the draft agreement to the Board for approval.

4.  Appointed the following to the Ad Hoc LC3 Working Group:

Councillor Jennifer McKelvie

Sandra Odendahl

Karim Bardeesy, and

Andrew Dooner

5.  Directed the Investment Committee to:

a.  Develop a plan for prompt deployment of the federal endowment once it is received that is compliant with the Statement of Investment Objectives and Principles and aligned with the Target Portfolio, that mirrors the asset mix of the Toronto and Ontario endowments to the extent possible, and is subject to any conditions/constraints established in the agreement with Green Municipal Fund;   

b.  Seek the Board's approval for:

i. the proposed plan, and

ii. deployment of the funds with current money managers in keeping with the strategy, recognizing that separate and specific Board approval will be required for any Direct Investments and new managers.

6.   Approved the use of up to $250,000 from the Toronto endowment in 2019 and 2020 for costs associated with initial programming, to be repaid from revenues from the federal endowment no later than December 31, 2021.

The Chief Executive Officer gave an overview of the report (April 12, 2019) from the Chief Executive Officer, Toronto Atmospheric Fund.

In Budget 2019, the federal government committed $183 million to the Federation of Canadian Municipalities (FCM) Green Municipal Fund (GMF) to capitalize Low Carbon Cities Canada (LC3) to “provide municipalities and non-profit community organizations with financing and grants to retrofit and improve the energy efficiency of large community buildings as well as community pilot and demonstration projects in Canadian municipalities, both large and small. FCM and Low Carbon Cities Canada Initiatives will create a network across Canada that will support local community actions to reduce Greenhouse Gas emissions”. This includes $40 million for Toronto Atmospheric Fund (TAF), with the balance to six other centres across the country modelled on TAF. 

TAF’s mandate, geographic focus and core governance remains the same, with this federal contribution enhancing TAF’s endowment and therefore TAF’s capacity to invest in and accelerate low-carbon solutions in the Greater Toronto and Hamilton Area (GHTA). TAF and the other centres will contribute to and have a role in steering the national coordinating office to be housed within GMF which will support accountability, provide some shared services, and undertake knowledge-transfer to leverage the work of all the centres.    

This report sets in motion the actions required for TAF and the City of Toronto to negotiate and approve a contribution agreement with GMF and to develop a strategy for deployment of the new endowment in keeping with TAF’s investment policy and target portfolio. It also proposes, if necessary, ‘borrowing’ funds from the Toronto endowment to cover costs of initiating programming in 2020 which would be reimbursed once the federal endowment generates revenues and no later than December 31, 2021.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Requested, via the City Manager, that City Council increase the composition of the Board of Directors of the Toronto Atmospheric Fund by adding one public member.

2.  Requested, via the City Manager, that:

a.  The Staff Nominating Panel recommend at least one public member who is a non-resident of Toronto and resides in the Greater Toronto and Hamilton Area (GTHA) for appointment to the Board of Directors of the Toronto Atmospheric Fund;

b.  City Council waive the Toronto residency criteria for at least one public member of the Board of Directors of the Toronto Atmospheric Fund in order to appoint a non-resident to the Board.

To bring the Board membership to 11 members, as is specified in the  Toronto Atmospheric Fund (TAF) Relationship Framework with the City of Toronto, it is recommended that the composition be amended to eight citizen members and three Councillors.

Since Toronto Atmospheric Fund (TAF) now supports and invests in initiatives that reduce greenhouse gas emissions throughout the Greater Toronto and Hamilton area (GTHA) leveraging endowments from the City of Toronto and Province of Ontario, TAF would benefit from Board-level expertise and perspectives from individuals who live outside the City of Toronto.  Appointment of at least one public member who is a non-resident of Toronto and resides in the GTHA is recommended.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Requested, via the City Manager's Office, that City Council approve the updated purchasing policy set out in attachment 1 to the report (April 12, 2019) from the Chief Executive Officer, subject to modifications required by the Chief Purchasing Officer, following consultation by the Chief Executive Officer with the Chief Purchasing Officer.

Amendment of Toronto Atmospheric Fund's (TAF) Purchasing Policy is recommended including a) adjustment of purchasing thresholds for inflation, b) allowing TAF to issue a Request for Proposals for purchases that fall below the threshold for a formal procurement process through the City of Toronto Purchasing and Materials Management Division (PMMD) but are not appropriate for an informal call for quotations where selection is strictly price-driven, and c) several housekeeping matters.

The Board of Directors of the Toronto Atmospheric Fund:  

1.  Approved the selection of the proponent listed in Confidential Attachment 1 to the report (April 29, 2019) from the Vice President, Programs and Policy, being the highest overall scoring proponent meeting the requirements of Request for Proposal 9121-19-7090.

2.  Granted authority to award the contract to the recommended proponent, subject to: City of Toronto Purchasing and Materials Management Division's confirmation of satisfaction with the evaluation process; Toronto Community Housing's approval of the contract award; and, Toronto Atmospheric Fund's solicitor's satisfaction with the final form of contract.

3.  Authorized the public release of Confidential Attachment 1 to the report (April 29, 2019) from the Vice President, Programs and Policy following confirmation of the contract award by City of Toronto Purchasing and Materials Management Division and Toronto Community Housing.

Made Public on September 1, 2022:

Confidential Attachment 1 to the report (April 29, 2019) from the Vice President, Programs and Policy, Toronto Atmospheric Fund is now public and can be accessed under Background Information.

The Board of Directors of the Toronto Atmospheric Fund (TAF) recessed its public meeting to meet in closed session to consider the item as it pertains to the security of the property belonging to the Toronto Atmospheric Fund.

This report conveys the results of the Request for Proposal No. 9121-19-7090 Integrated Project Delivery of a Social Housing Deep Energy Retrofit, and requests Board authority to enter into agreements with the recommended provider.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Received the item for information.

Minutes from the Investment Committee meeting held on February 5, 2019.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Received the item for information.

Minutes from the Investment Committee Meeting held April 10, 2019,

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved a private equity investment of $150,000 as set out in Confidential Attachment 1 to the report (April 12, 2019) from the Vice President, Impact Investing.

2.  Directed that the confidential information contained in Confidential Attachment 1 to the report (April 12, 2019) from the Vice President, Impact Investing remain confidential in its entirety, as it involves the security of property belonging to the Toronto Atmospheric Fund (TAF) and contains commercial and financial information, supplied in confidence to TAF, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons or organizations.

The Board of Directors of the Toronto Atmospheric Fund (TAF) recessed its public meeting to meet in closed session to consider the item as it pertains to the security of the property belonging to the Toronto Atmospheric Fund and contains commercial and financial information, supplied in confidence to the Toronto Atmospheric Fund, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

The Investment Committee is recommending a private equity investment of $150,000. This is compliant with Toronto Atmospheric Fund (TAF)’s Statement of Investment Objectives and Principles (SIOP) which allows TAF to invest up 5 percent of the Net Asset Value in pooled or third party portfolios of private equities which are comprised of companies that help address climate change and air quality issues and avoid exposure to companies whose share value may be at risk from climate change.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Received the item for information.

Minutes from the Grants and Programs Committee Meeting held April 8, 2019

The Board of Directors of the Toronto Atmospheric Fund:

1.  Approved the following grant requests funded jointly from the Ontario and City of Toronto endowments:

 
a.  $198,372 over 30 months to the Canada Green Building Council to support enhanced compliance with the provincial Energy and Water Reporting and Benchmarking (EWRB) regulation through a combined strategy of awareness building, education and evaluation across the Greater Toronto and Hamilton Area (GTHA).

 
b.  $155,459 over 18 months to TEA to seed and support two to three community hubs in achieving significant greenhouse gas (GHG) reductions in their local neighbourhoods and  generating prototypes and tools that can be used to activate a larger network of hubs in the future.

 
c.  $75,000 over 12 months to Environmental Defence to quantify the health benefits associated with reducing vehicle emissions, and to develop public-facing recommendations and supporting materials to accelerate electrification of transportation.

 
d.  $50,000 over six months to Pollution Probe to engage the relevant partners and identify the information needed to promote the use of non-emitting electricity sources to replace Pickering Nuclear Generating Station upon its scheduled retirement.

 
e.  $20,000 over six months to Ryerson to test the feasibility of a revolving fund to deliver new “missing middle” housing through the retrofit and conversion of single-family homes into energy efficient duplex or triplex units.
 

2.  Declined the following grant requests:

a.  $144,263 over 18 months to Scout Environmental to pilot a program encouraging drivers to retire their internal combustion engine vehicle and purchase a replacement electric vehicle.

 
b.  $140,000 over 10 months to Windfall Ecology Centre to outline a prototype of a Community Solutions Finance Facility, including an initial set of partnerships and a proposal for its implementation to at least one complex home retrofit challenge.
 

c.  $59,000 over eight months to the Hamilton Industrial Environmental Association to develop a tool that can calculate and demonstrate the GHG reduction potential of sourcing local materials and clustering industrial facilities.

 
3.  Approved the following project allocation request to be funded jointly from the Ontario and City of Toronto endowments:

a.  $40,000 over nine months to enhance TAF’s policy activities through the engagement of subject matter experts as consultants on two priority policy files.

At its April 8, 2019 meeting, the Toronto Atmospheric Fund Grants and Programs Committee recommended that the Board approve five grants with a combined value of $498,832 and one project allocation with a value of $40,000.

The Board of Directors of the Toronto Atmospheric Fund:

1.  Reappointed the following Officers of the Corporation to hold office at the pleasure of the Board, and until their successors are appointed:

-  Vice-Chair - Councillor Mike Layton

-  Secretary - Councillor Jennifer McKelvie

-  Treasurer - Kimberly Marshall

Toronto Atmospheric Fund By-law No. 1, Section 5.1. states that the Officers of the Corporation are composed of Chair, Vice-Chair, Treasurer, Secretary. Officers shall be appointed annually by and shall hold their appointments at the pleasure of the Board or until successors are duly appointed. This report recommends appointment of Officers of the Corporation.

Announcements

The Chair acknowledged that the Board of Directors of the Toronto Atmospheric Fund was meeting on the traditional territory of many nations including the Mississaugas of the Credit, the Anishnabeg, the Chippewa, the Haudenosaunee and the Wendat peoples and is now home to many diverse First Nations, Inuit and Métis peoples. The Chair also acknowledged that Toronto is covered by Treaty 13 with the Mississaugas of the Credit.

Also Present - Non-Members:

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund

Tim Stoate, Vice President, Impact Investing, Toronto Atmospheric Fund

Mary Pickering, Vice President, Programs and Partnerships, Toronto Atmospheric Fund

Jason Wong, Director of Finance and Operations, Toronto Atmospheric Fund

Bryan Purcell, Director of Policy and Programs, Toronto Atmospheric Fund

Ian Klesmer, Grants Manager and Policy Advisor, Toronto Atmospheric Fund

Jaime Klein, Operations Lead, Toronto Atmospheric Fund

Cliff Goldfarb, Lawyer, Gardiner Roberts LLP

Heather Keachie, Gardiner Roberts LLP

Estelle Taylor, Communications Manager, Toronto Atmospheric Fund

Kathy Steffan, Partner, Welch LLP, Auditor

Derek Chu, Welch LLP, Auditor

Rich Whate, Corporate Management and Policy Consultant, City Manager's Office, City of Toronto

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