Board of Directors Meeting - August 21, 2013

Agenda

1. Chair’s Remarks

a) Remarks re: Ombudsman’s Report

Action: Information

Pre-read: -

Presenter: Chair, Board of Directors

2. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

3. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda

Presenter: All

4. Review of Agenda (all items not held will be voted together without discussion)

Action: Approval

Pre-read: Agenda

Presenter: All

5. President and CEO’s Remarks

a) Verbal Update re: Implementation of Ombudsman Recommendations

Action: Information

Pre-read: -

Presenter: President and CEO

6. Confirmation of Public Meeting Minutes of June 19, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

7. Business Arising from the Public Board Meeting Minutes and Action Items Update

Action: Discussion

Pre-read: Action Item List

Presenter: All

Reports from the Building and Investment Committee

8. Stand-Alone Properties – Sales Approach and Update

Action: Approval

Pre-read: TCHC:2013-46

Presenter: Chair, BIC

9. Sale of Stand-Alone Properties

Action: Approval

Pre-read: TCHC:2013-47

Presenter: Chair, BIC

10. Alexandra Park Revitalization: Anchor Business Plan

Action: Approval

Pre-read: TCHC:2013-48

Presenter: Chair, BIC

11. 250 Davenport Road – Developer Partner Selection Approval

Action: Approval

Pre-read: TCHC:2013-49

Presenter: Chair, BIC

Reports from Corporate Affairs and Audit Committee

12. Award of Contracts: IT Hardware and Software

Action: Approval

Pre-read: TCHC:2013-50

Presenter: Chair, CAAC

Reports from Governance, Risk and Human Resources Committee

13. Delegation of Spending Authorities

Action: Approval

Pre-read: TCHC:2013-51

Presenter: Chair, GRHRC

14. Elections Policy

Action: Approval

Pre-read: TCHC:2013-52

Presenter: Chair, GRHRC

15. Other Business

Action: Discussion

Pre-read: -

Presenter: All

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation met on Wednesday, August 21, 2013 at 6:43 p.m. in the Ground Floor Conference Room at 931 Yonge Street, Toronto.

Directors in Attendance:

Norman (Bud) Purves (Chair)

Councillor Ana Bailão

Zahir Bhaidani

Christian Buhagiar

Brian Kwan

Karen Newman

Councillor Frances Nunziata

Councillor Cesar Palacio

Catherine Wilkinson

Audrey Wubbenhorst

Directors Absent:

Munira Abukar

Councillor Maria Augimeri

Jennifer Wood

Also present:

Eugene (Gene) E. Jones Jr., President and Chief Executive Officer

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Michelle Haney-Kileeg, Vice President, Resident and Community Services

Jason Gorel, Chief Financial Officer

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Graham Leah, Vice President, Asset Management

Anand Maharaj, Vice President, Human Resources

Bruce Malloch, Director, Strategic Communications

Lisa-Joan Overholt, Senior Director, Community Safety and Council Liaison

Sheila Penny, Vice President, Facilities Management

Liz Reid, Vice President, Information Technology

Greg Spearn, Chief Development Officer

Michael Vear, Chief Internal Auditor

Michelle Wong, General Counsel and Corporate Secretary

A quorum being present, the Chair called the meeting to order and Mrs. Janice Lewkoski served as recording secretary.

Item 1 – Chair's Remarks

The Chair apologized to attendees for the delay of the start of the public meeting.

On behalf of the Board, the Chair congratulated Director, Mr. Brian Kwan, on his wedding nuptials and presented him with a token gift.

The Chair provided his opening remarks, noting that items that come forward to the Board are being linked to the corporation’s strategic plan, Homeward 2016. The Chair provided an update on the State of Good Repair. He reported that the Board has approved performance benchmarks for the President and CEO and established a process for measuring the CEO’s performance.

The Chair updated the Board on his monthly meetings with the President and CEO regarding implementation of the recommendations from the Ombudsman’s Report. The Chair thanked the co-chairs, Ms. Catherine Wilkinson and Ms. Jennifer Wood, for their work in leading the external advisor committee created to provide recommendations to the Board regarding the Commissioner of Housing Equity.

The Chair also provided an update on the corporation’s summer programs and commented on recent community safety events.

Closed Proceedings

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors ratified the decisions made during the closed and in camera sessions.

Deputations

The Chair polled for any deputations to be heard at the meeting and explained the deputation process. No deputations were received by the Board Secretary and none were noted.

Item 2 – Approval of Agenda and Review of Agenda Order

No changes were made to the agenda.

Item 3 – Chair’s Poll re: Conflict of Interest

The Chair requested members of the Board of Directors to indicate any agenda item in which they have a conflict of interest, together with the nature of the interest. None were declared.

Item 4 – Review of Agenda

All items on the public agenda were held for discussion, except for:

• Item 6: Confirmation of Public Meeting Minutes of June 19, 2013
• Item 7: Business Arising from the Public Meeting Minutes and Action Items Update
• Item 8: Stand-Alone Properties – Sales Approach and Update

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Karen Newman and carried, the Board of Directors approved the agenda items not held for discussion.

Item 5 – President and CEO’s Remarks

The President & CEO updated the Board of Directors on the implementation of the recommendations from the Ombudsman’s Report and advised that a detailed update has been posted on the Toronto Community Housing website.

The President & CEO provided an update to the Board on the relocation of Toronto Community Housing’s head office, reporting on the options explored from the RFP. The Board requested a list of the sites reviewed for the relocation of 931 Yonge Street. He advised that a new location has not been found as the options available do not meet the company’s needs and are not cost effective. He will revisit options again in 2014.

The President & CEO provided an update on the organizational realignment and noted new executive members, Sheila Penny (Vice President, Facilities Management) who joined the company on August 6, and Kathleen Llewelyn-Thomas (Chief Operating Officer) who will join the company on September 3.

The President & CEO also updated the Board on recent media events, opportunities for youth and meetings in TCHC communities.

Item 6 – Confirmation of the Public Board Minutes of Toronto Housing Corporation for June 19, 2013

The Board had before it the draft Board minutes for the June 19, 2013 public meeting.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Karen Newman and carried, the Board of Directors confirmed the June 19, 2013 public Board of Directors meeting minutes, as circulated.

Item 7 – Business Arising from the Public Board Meeting Minutes and Action Items Update, Action Item List

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Karen Newman and carried, the Board of Directors received the Business Arising from the Public Board Meeting Minutes and Action Items List.

Item 8 – Stand-Alone Properties – Sales Approach and Update, TCHC:2013-46

The Board of Directors had before it the above-captioned report (TCHC:2013-46) from the Building and Investment Committee.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Karen Newman and carried, the Board of Directors unanimously approved the recommendations in the report to:

1. authorize the President and CEO to delegate the authority to sign closing and other ancillary documents; and
2. receive the update on the sale of stand-alone properties for information.

Item 9 – Sale of Stand-Alone Properties, TCHC:2013-47

The Board of Directors had before it the above-captioned report (TCHC:2013-47) from the Building and Investment Committee.

The Chair of the Building and Investment Committee introduced the report, noting that:

• Three of the properties were approved for sale by the Board in 2011 but are coming back for approval because they are proposed as a single source sale.
• The stand-alone property at 34 Kessack Crescent has not yet been approved for sale by the Board; it is proposed for sale because it was recently destroyed by a fire. It was determined that the property was damaged beyond repair.

The Board noted the high insurance deductible on the stand-alone properties and it was reported that the deductible is portfolio-wide regardless of whether the property is a building or stand-alone house. The Board requested staff to review the deductibles under TCHC's insurance policy for stand-alone properties and report back to the Governance, Risk and Human Resources Committee.

In response to a question from the Board, Management reported that the recommendation proposes that 34 Kessack Crescent be sold to a not-for-profit agency to be offered through the Affordable Home Ownership program to a household presently living in Toronto Community Housing.

Motion carried

ON MOTION DULY MADE by Mr. Brian Kwan, seconded by Mr. Zahir Bhaidani and carried, the Board of Directors unanimously approved the recommendations in the report to:

1. approve the sale of 3 properties identified in the confidential attachment.
2. approve the sale of 34 Kessack Crescent to a non-profit agency to be used for affordable home ownership for a Toronto Community Housing household.
3. authorize the President and CEO or his designate take the necessary action to give effect to the above recommendations

Item 10 – Alexandra Park Revitalization: Anchor Business Plan, TCHC:2013-48

The Board of Directors had before it the above-captioned report (TCHC:2013-48) from the Building and Investment Committee.

The Board and Management discussed the report, including:

• non-recourse assurances;
• relocation plans for residents who wish to relocate during the revitalization;
• zoning approval.

Motion carried

ON MOTION DULY MADE by Mr. Brian Kwan, seconded by Ms. Karen Newman and carried, the Board of Directors unanimously approved the following recommendations in the report, subject to Management reporting back to the Board on the anchor business plan and any significant changes after zoning approval is obtained from the City:

1. Approve the Alexandra Park Anchor Business Plan attached hereto as Figure 1, subject to final City Council zoning approval, and provided that the Anchor Business Plan continues to project net proceeds to TCHC within 5% of the net income threshold (exclusive of TCHC internal costs) identified and described in Confidential Attachment #4 and established as part of the Project Agreement with Tridel Builders Inc.
2. Authorize the President and Chief Executive Officer or his designate and the representatives of Toronto Community Housing’s development subsidiary (as required), to commence marketing and sales of market units in the first phase of construction, identified as “Phase 1” in Attachment 1.
3. Authorize the President and Chief Executive Officer or his designate to relocate households and demolish 81 rental units located in “Phase 1” as identified in Attachment 1, subject to all necessary consents required by the Housing Services Act, 2011 and the City of Toronto as sole shareholder.
4. Authorize the President and Chief Executive Officer or his designate to take the necessary action, incur capital commitments, and execute any and all documents as may be necessary in connection with the continued development and construction of the Alexandra Park Phase 1 project as set out in Confidential Attachments #4 and #7. Such commitments shall be made in accordance with the contractual arrangements between Toronto Community Housing Corporation and Tridel Builders Inc. and their affiliates and shall include, but not be limited to, additional consulting contracts, construction trade contracts, and other ancillary contracts and permits required to give effect to the above recommendation.

Item 11 – 250 Davenport Road – Developer Partner Selection Approval, TCHC:2013-49

The Board of Directors had before it the above-captioned report (TCHC:2013-49) from the Building and Investment Committee.

The Board and Management discussed the report, including:

• resident engagement on the development plans;
• the status of consultations with City Planning staff on the development plans; and
• employment and scholarship initiatives.

The Board requested Management address the following in the redevelopment:

• accessibility;
• community space; and
• Resident and visitor parking.

The Board and Management discussed the spending authorities requested in recommendations #4 and #6. In response to questions from the Board, Management advised that the spending authority requested in recommendation #4 is for early 2014 and the spending authority requested in recommendation #6 is for unbudgeted amounts for 2013 but which are within the contingency amounts included in the 2013 approved budget. The Board and Management discussed amendments to the recommendations.

Motion carried

ON MOTION DULY MADE by Mr. Brian Kwan, seconded by Ms. Audrey Wubbenhorst and carried, the Board of Directors unanimously resolved to:

1. Approve the Recommended Developer Partner named in Confidential Attachment 4 to be the developer partner and the construction manager for the redevelopment of 250 Davenport;
2. Approve the terms of the business deal between Recommended Developer Partner and Toronto Community Housing (TCH) as per the terms set out in Confidential Attachment 5 and described in this report;
3. Authorize the President and Chief Executive Officer (or his designate) to finalize and execute a memorandum of understanding and definitive development agreements with the Recommended Developer Partner for the redevelopment of 250 Davenport based on the contract terms identified in Confidential Attachment 5;
4. Approve and delegate to the President and Chief Executive Officer (or his designate) expenditure authority to advance up to $7 million in capital improvements for unit interiors, security and building systems within the existing building to be retained at 250 Davenport, subject to 2014 funding being approved in the 2014 budget;
5. Direct TCH staff to undertake any community engagement, planning approvals, relocation and shareholder and ministerial consents required to implement the redevelopment;
6. Approve and delegate to the President and Chief Executive Officer (or his designate) expenditure authority of up to $1 million for legal, consulting, relocation and resident engagement and any other internal TCH costs associated with this project, subject to the funding being allocated from the Corporation’s contingency budget for 2013; and
7. Authorize the President and Chief Executive Officer (or his designate) to take the necessary action, incur capital commitments, and execute any and all documents as may be necessary in connection with development and construction of the 250 Davenport project, that shall include, but not be limited to, execution of definitive development agreements, legal services, consulting contracts, construction contracts and planning documents and other ancillary contracts and permits required to give effect to the above recommendation.

Item 12 – Award of Contracts: IT Hardware and Software, TCHC:2013-50

The Board of Directors had before it the above-captioned report (TCHC:2013-50) from the Corporate Affairs and Audit Committee.

The Chair of the Corporate Affairs and Audit Committee introduced the report and noted the committee’s discussion of the matter.

In response to a question from the Board, Management reported that it referred to the pricing from the Province’s Vendor of Record as well as pricing achieved through the City’s procurement process in order to obtain best value.

The Board and Management discussed the report, including:

• upgrades for TCHC’s subsidiary, Access Housing Connections Inc.; and
• compatibility of upgraded software with communications received from residents using older software.

Motion carried

ON MOTION DULY MADE by Mr. Zahir Bhaidani, seconded by Councillor Cesar Palacio and carried, the Board of Directors unanimously approved the recommendations in the report to:

1. approve the awarding of contracts to Compugen (as a Provincial Vendor of Record) or to the successful City of Toronto Vendor of Record for the purchase of desktops and laptops, in an amount not to exceed $1,281,000 (exclusive of taxes);
2. approve the awarding of a contract to Compugen (as a Provincial Vendor of Record) or to the successful City of Toronto Vendor of Record for the purchase of server and storage hardware for the Corporation’s secondary data centre, in an amount not to exceed $700,000 (exclusive of taxes);
3. Approve the awarding of a contract to Compugen (as a Provincial Vendor of Record) for the purchase of Microsoft Exchange 2013, Microsoft Office 2013, and an upgrade to Windows 7.0, in the amount of $729,800.00 (exclusive of taxes); and
4. authorize the President and Chief Executive Officer (or his designate) to take the necessary actions, including the execution all documents, to give effect to the above recommendations.

Item 13 – Delegation of Spending Authorities, TCHC:2013-51

The Board of Directors had before it the above-captioned report (TCHC:2013-51) from the Governance, Risk and Human Resources Committee.

The Governance, Risk and Human Resources Committee Chair introduced the report, noting:

• this is an interim measure needed to promote business efficiency until appropriate changes are made to the corporation’s financial by-law; and
• the Chair of the Building and Investment Committee (BIC) will report on all approvals at every BIC meeting to ensure transparency.

The Board considered and discussed the matter, including:

• whether the delegation should be to more than one individual;
• the length of this interim measure;
• ensuring that the approvals are for amounts already allocated within a Board-approved budget; and
• Review of the corporation’s spending authorities and financial authority by-law by the Governance, Risk and Human Resources Committee.

The BIC Chair requested that all BIC members be copied on approval requests.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Councillor Cesar Palacio and carried, the Board of Directors unanimously approved the amendments to the BIC Terms of Reference set out in Attachment 1, as amended, to allow delegation of spending authority by the Committee to the BIC Chair for authorization of commitments up to $1.5M for items within a Board-approved budget, where time constraints provide that it is in the best interest of the Corporation to commit funds prior to the next scheduled BIC meeting and directed that the Governance, Risk and Human Resources Committee report back to the Board within one year on spending authority and the Financial Authority By-law.

Item 14 – Elections Policy, TCHC:2013-52

The Board of Directors had before it the above-captioned report (TCHC:2013-52) from the Governance, Risk and Human Resources Committee.

The Governance, Risk and Human Resources Committee Chair reported that the Committee had confirmed with Management that the policy is consistent with the rules and procedures that apply to the City of Toronto. It was noted that the City had requested a review of its policy and that Toronto Community Housing submit its policy by September 20, 2013.

The Board discussed the matter, including:

• posting of elections signs on Toronto Community Housing property;
• training of staff on the policy to ensure rules are applied consistently; and
• use of Toronto Community Housing’s common areas and facilities for political events.

The Board suggested that the last bullet on page 1 of the policy be changed to:

• support employee participation in political activities by granting unpaid leave to those seeking election.

The Board requested that the Building Standards and Neighbourhood Safety Committee review Toronto Community Housing's public space policy as it pertains to elected public officials.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors unanimously approved the Elections Policy and Guidelines subject to review by Councillor Palacio's Office and resolution of any issues raised.

Item 15 – Other Business

The Board and Management discussed the status of the Q2 Performance Report. The Board Chair requested quarterly financial statements at every meeting.

The President and CEO noted that a networking event will be scheduled for the Board and Executive Leadership Team.

TERMINATION

The meeting terminated at 8:28 p.m.