Minutes

Confirmed on
July 27, 2020



Board of Directors of the Toronto Atmospheric Fund


Meeting No. 7   (Special)   Contact Jennifer Lin, Committee Secretary
Meeting Date Monday, July 6, 2020
  Phone 416-338-5089
Start Time 9:00 AM
  E-mail tafboard@toronto.ca
Location Video Conference
  Chair   Parminder Sandhu  


This meeting of the Board of Directors of the Toronto Atmospheric Fund took place during the Declared Emergency in the City of Toronto and was conducted by electronic means.  Members, staff and the public participated remotely in this meeting.

 

These measures were necessary to comply with physical distancing requirements and a Provincial Order that limits public gatherings.

 

The proceedings of the Board of Directors of the Toronto Atmospheric Fund were conducted publicly and the video of this meeting can be viewed at http://app.toronto.ca/tmmis/video.do?id=18868.

TA7.1

ACTION 

Amended 

 

 

Tripartite Funding Agreement for Toronto Atmospheric Fund's Canada Endowment
Confidential Attachment - Pertains to negotiations carried on or to be carried on by or on behalf of the Toronto Atmospheric Fund

Board Decision

The Board of Directors of the Toronto Atmospheric Fund:

 

1.  Approved the Funding Agreement as substantially summarized in Confidential Attachment 1 to the report (July 2, 2020) from the Chief Executive Officer, and directed the Chair, Board of Directors of the Toronto Atmospheric Fund to execute it.

 

2.  Requested that the City Manager seek City Council approval and execution of the Funding Agreement.

 

3.  Requested that the City Manager seek City Council approval to implement the Funding Agreement by:

 

a.  approving a Line of Credit of up to $1.6 million secured by the Canada endowment once the funds are received from Federation of Canadian Municipalities;


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


c.  approving, pursuant to Section 11 of the Toronto Atmospheric Fund Act, any financial commitments, liabilities or contractual obligations undertaken by Toronto Atmospheric Fund which extend for a period of up to six months after the expiry of the present City Council term using:

 

1.  the City endowment funds;

 

2.  the Ontario endowment; and/or 

 

3.  the new Canada endowment, and which comply with the Relationship Framework.

 

4.  Authorized the public release of the confidential information in Confidential Attachment 1 to the report (July 2, 2020) from the Chief Executive Officer once the Funding Agreement is signed with Federation of Canadian Municipalities .

 

5.  Directed that the confidential information contained in Confidential Attachment 2 to the report (July 2, 2020) from the Chief Executive Officer remain confidential in its entirety, as it pertains to negotiations carried on or to be carried on by or on behalf of the Toronto Atmospheric Fund.

Decision Advice and Other Information

The Chief Executive Officer gave an overview of Tripartite Funding Agreement for Toronto Atmospheric Fund's Canada Endowment.
 

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 negotiations carried on or to be carried on by or on behalf of the Toronto Atmospheric Fund.

Origin
(July 2, 2020) Report from the Chief Executive Officer, Toronto Atmospheric Fund
Summary

The Government of Canada, via the Federation of Canadian Municipalities, announced $350 million for an urban climate action program in the March 2019 budget. This includes $183 million for the Low Carbon Cities Canada initiative incubated by Toronto Atmospheric Fund. Of this $183 million, Toronto Atmospheric Fund will receive $40 million, $137 million will be provided to six other centres modelled on Toronto Atmospheric Fund, and $6 million will be retained by Federation of Canadian Municipalities Green Municipal Fund for a national office to support the Low Carbon Cities Canada network and provide oversight and accountability to the federal government. The balance of the $350 million - $167 million – will go to Green Municipal Fund as an endowment to support low-carbon action in communities not directly served by the Low Carbon Cities Canada initiative. The new Canada endowment will be dedicated to advancing Toronto Atmospheric Fund’s current mandate in the Greater Toronto and Hamilton Area.

 

The seven Low Carbon Cities Canada centres, including Toronto Atmospheric Fund, negotiated a non-binding Indicative Term Sheet intended to guide the development of individual Funding Agreements with Federation of Canadian Municipalities. The Indicative Term Sheet was approved in principle by the Toronto Atmospheric Fund Board on February 14, 2020, subject to resolution of several key issues. These issues have now been resolved and the Term Sheet will be executed.

 

In tandem, Toronto Atmospheric Fund, the City of Toronto and Federation of Canadian Municipalities negotiated a tripartite Funding Agreement which sets out the purpose and objectives of the Canada endowment; Toronto Atmospheric Fund’s governance, accountabilities and ongoing obligations with respect to its management; matters requiring Federation of Canadian Municipalities approval or consent; events of default and remedies; and reporting requirements. Toronto Atmospheric Fund’s governance under the Toronto Atmospheric Fund Act, Toronto Atmospheric Fund/City of Toronto Relationship Framework and Council-approved Statement of Investment Objectives and Principles remains the same. Toronto Atmospheric Fund commits, among other things, to invest the endowment in a prudent manner in keeping with Council-approved investment policy and to maintain the nominal value in perpetuity, to provide grants to eligible recipients, to keep our administrative costs within best-practice boundaries, and to pay Federation of Canadian Municipalities fees and provide Federation of Canadian Municipalities with the information it needs for oversight and reporting to the Government of Canada and for management of a national Low Carbon Cities Canada Network.  The Funding Agreement applies only to the Canada endowment and includes protections for Toronto Atmospheric Fund’s Toronto and Ontario endowments. It also acknowledges that Toronto Atmospheric Fund’s existing endowments satisfy, in perpetuity, the requirement for matching the funds provided by the federal government.

 

Federation of Canadian Municipalities has also confirmed that Toronto Atmospheric Fund has provided satisfactory evidence of the conditions of transfer outlined in the Funding Agreement, including the requisite organizational policies, staff and advisory competencies, financial statements, governance documents, risk management framework, and insurance coverage. A 5-year cashflow projection and bring-down certificates are in development. Funds would be received by the City, in trust for Toronto Atmospheric Fund, within 30 days of all parties executing the Funding Agreement.

 

It is recommended that Toronto Atmospheric Fund’s Board approve the Funding Agreement and request, via the City Manager, City Council’s approval.

 

In addition, to facilitate implementation of the Canada endowment, including in the context of funding projects and expenses using all three endowments, it is recommended that Council’s approval be sought for a Line of Credit (which is provided for in the Funding Agreement) and, in the context of Section 11 of the Toronto Atmospheric Fund Act, for the authority to undertake obligations beyond the terms of Council, similar to the approval provided when the Ontario Transfer Payment was approved.

Background Information
(July 2, 2020) Report from the Chief Executive Officer on Tripartite Funding Agreement for TAF's Canada Endowment
(http://www.toronto.ca/legdocs/mmis/2020/ta/bgrd/backgroundfile-148636.pdf)

Confidential Attachment 1 - Summary of Toronto Atmospheric Fund - City of Toronto - Federation of Canadian Municipalities Funding Agreement
Confidential Attachment 2 - Key terms of the Funding Agreement between the City of Toronto, the Toronto Atmospheric Fund and the Federation of Canadian Municipalities
Motions
1 - Motion to Meet in Closed Session moved by Parminder Sandhu (Carried)

9:29 a.m. - That the Board of Directors of the Toronto Atmospheric Fund recess its public meeting to meet in closed session to consider the item as it pertains to negotiations carried on or to be carried on by or on behalf of the Toronto Atmospheric Fund.


2 - Motion to Amend Item moved by Councillor Mike Layton (Carried)

That:

 

1.  The Board of Directors of the Toronto Atmospheric Fund approve the recommendations in the report, after amending Recommendation 3.c to read as follows: 

 

3.c.  Approving, pursuant to Section 11 of the Toronto Atmospheric Fund Act, any financial commitments, liabilities or contractual obligations undertaken by Toronto Atmospheric Fund which extend for a period of up to six months after the expiry of the present City Council term using:

 

1. the City endowment funds;

 

2. the Ontario endowment; and/or 

 

3. the new Canada endowment, and which comply with the Relationship Framework.


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.

 

The Directors of the Board of Directors of the Toronto Atmospheric Fund listed in the attendance for this meeting participated remotely and were counted for the purposes of quorum, as permitted by the Municipal Emergency Act, 2020 and the Board of Directors of the Toronto Atmospheric Fund By-law No. 1.

 

Also Present - Non-Members:

 

Julia Langer, Chief Executive Officer, Toronto Atmospheric Fund

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

Ian Klesmer, Director, Strategy and Grants, Toronto Atmospheric Fund

Fatima Crerar, Vice President, Strategy and Partnerships, Toronto Atmospheric Fund

Rob Wotten, Director, Finance, Toronto Atmospheric Fund

Jaime Klein, Operations Lead, Toronto Atmospheric Fund

Cliff Goldfarb, Lawyer, Gardiner Roberts LLP

Heather Keachie, Lawyer, Gardiner Roberts LLP

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

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

Monday, July 6, 2020
Parminder Sandhu, Chair, Board of Directors of the Toronto Atmospheric Fund
Meeting Sessions
Session Date Session Type Start Time End Time Public or Closed Session
2020-07-06 Morning 9:07 AM 9:29 AM Public
2020-07-06 Morning 9:32 AM 10:24 AM Closed
2020-07-06 Morning 10:26 AM 10:52 AM Public
Attendance
Members were present for some or all of the time period indicated.
Date and Time Quorum Members
2020-07-06
09:07 AM - 09:29 AM
(Public Session)
Present Present: Karim Bardeesy, Antoine Belaieff, Andrew Dooner, Mike Layton, Jacoline Loewen, Kimberly Marshall, Jennifer McKelvie, Parminder Sandhu (Chair)
Not Present: Shelley Carroll, Deepak Ramachandran
2020-07-06
09:32 AM - 10:24 AM
(Closed Session)
Present Present: Karim Bardeesy, Antoine Belaieff, Andrew Dooner, Mike Layton, Jacoline Loewen, Kimberly Marshall, Jennifer McKelvie, Parminder Sandhu (Chair)
Not Present: Shelley Carroll, Deepak Ramachandran
2020-07-06
10:26 AM - 10:52 AM
(Public Session)
Present Present: Karim Bardeesy, Antoine Belaieff, Andrew Dooner, Mike Layton, Kimberly Marshall, Jennifer McKelvie, Parminder Sandhu (Chair)
Not Present: Shelley Carroll, Jacoline Loewen, Deepak Ramachandran