Building Investment, Finance and Audit Committee (BIFAC) Meeting - July 18, 2018

Public Agenda

10:15 - Chair’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

10:20 - Consent agenda

Approval of Public Meeting Agenda

Action: BIFAC Approval

Pre-read: Agenda

Presenter: Chair

Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

Confirmation of the Public Meeting Minutes of April 12, 2018

Action: BIFAC Approval

Pre-read: Minutes

Presenter: Chair

Confirmation of the Joint BIFAC and GCHRCC Public Meeting Minutes of April 12, 2018

Action: BIFAC Approval

Pre-read: Minutes

Presenter: Chair

Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action Item List

Presenter: Chair

10:25 - Transfer of Four Rooming Houses on Winchester Street

Action: BIFAC and Board Approval

Pre-read: BIFAC:2018-44

Presenter: Director, Strategic Planning and Stakeholder Relations

10:35 - 389 Church Street Refurbishment:  Construction Financing

Action: BIFAC and Board Approval

Pre-read: BIFAC:2018-41

Presenter: Director, Strategic Planning and Stakeholder Relations

10:40 - Don Summerville Revitalization: Developer Partner and Business Terms

Action: BIFAC and Board Approval

Pre-read: BIFAC:2018-33

Presenter: Chief Development Officer

10:45 - Re-Allocation of Funds in the 2018 Capital Plan

Action: BIFAC and Board Approval

Pre-read: BIFAC:2018-45

Presenter: Vice President, Facilities Management

TERMINATION

Public Meeting Minutes

The Building Investment, Finance and Audit Committee (“BIFAC”) of Toronto Community Housing Corporation (“TCHC”) held a public meeting on July 18, 2018, in the Main Floor Conference Room, 931 Yonge Street, Toronto, commencing at 10:00 a.m.

BIFAC Directors Present:

Colin Lynch, Chair

Councillor Ana Bailão

Wendy Kelley

BIFAC Director Absent:

Nick Macrae

Amanda Coombs (on leave of absence)

Ex-Officio Director Present:

Kevin Marshman 

Management Present:

Ismail Ibrahim, General Counsel and Corporate Secretary

Graham Leah, Vice President, Asset Management

Rose-Ann Lee, Chief Financial Officer and Treasurer

Kathy Milsom, President and Chief Executive Officer

Sheila Penny, Vice President, Facilities Management

Vincent Tong, Chief Development Officer

Guest:

Luisa Andrews

A quorum being present, the Chair called the meeting to order and Ms. Sonia Fung served as recording secretary.

Item 1 - Chair's Remarks

The Chair welcomed Ms. Kelley and Ms. Andrews to BIFAC.

Item 2A - Approval of Public Meeting Agenda

It was agreed that the agenda items will be discussed in the following order: Items 1, 2, 5, 4, 6, 3.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Kelley and carried, BIFAC approved the public meeting agenda as amended.

Item 2B - Declaration of Conflict of Interest

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

Item 2C - Confirmation of the Public Meeting Minutes of April 12, 2018

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Kelley and carried, BIFAC approved the above-captioned minutes.

Item 2D - Confirmation of the April 12, 2018 BIFAC/Governance, Communications and Human Resources Committee (GCHRCC) Joint Public Meeting Minutes

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Kelley and carried, BIFAC approved the above-captioned minutes.

Item 2E - Business Arising from the Public Meeting Minutes and Action Items Update

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Wendy Kelley and carried, BIFAC received the report for information.

Item 5 - Don Summerville Revitalization: Developer Partner and Business Terms, BIFAC:2018-33

The Chief Development Officer presented the above-captioned report ( BIFAC:2018-33). 
    
Report:BIFAC:2018-33 was amended as follows:

• Page 2 of 7: under heading “Reasons for Recommendations,” sub-paragraph 1.0, third sentence should read:

“Don Summerville is a 3.3 acre community consisting of two six-storey apartment buildings built in 1969.”

• Page 6 of 7, sub-paragraph 7.0, the last sentence should read:

“…  the new building will be built to TCHC’s new accessibility standards and a minimum of 4% of units will be fully modified.”

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Kelley and carried, BIFAC approved the report and recommended the following for approval by the Board of Directors:

1. Approve the recommended developer named in Confidential Attachment 3 to be the developer partner and construction manager for the revitalization of Don Summerville;
2. Approve the terms of the business deal between the recommended developer and TCHC as per the Memorandum of Understanding set out in Confidential Attachment 3;
3. Authorize TCHC staff to undertake any community engagement, planning approvals, relocation and shareholder and consent requests required to implement the redevelopment;
4. Authorize TCHC staff to hold vacant units in the TCHC portfolio and in Don Summerville in advance of relocation and construction;
5. Approve and delegate to the Chief Development Officer, or his designate, expenditure authority of up to $100,000 for legal, consulting, relocation and resident engagement, and any other internal TCHC costs associated with this project. TCHC will be reimbursed for these costs upon execution of the definitive project agreements with the recommended developer; 
6. Authorize TCHC staff to hire a Revitalization Manager, a Community Revitalization Assistant, and an Associate Development Manager, as outlined in Confidential Attachment 4, for a three year term with the possibility for extension,  in order to give effect to the above recommendations; and
7. Authorize the Chief Development Officer, or his designate, to take the necessary actions, incur capital commitments, and negotiate and execute any and all agreements and documents as may be necessary in connection with development and construction of the Don Summerville project, that shall include, but not be limited to, execution of definitive development agreements, Anchor Business Plans, legal services, consulting contracts, construction contracts and planning documents and other ancillary contracts and permits required to give effect to the above recommendations. 

Item 4 - 389 Church Street Refurbishment: Construction Financing, BIFAC:2018-41

The President and Chief Executive officer presented the above-captioned report (BIFAC:2018-41).

Motion carried

ON MOTION DULY MADE by Councillor Bailão, seconded by Mr. Lynch and carried, BIFAC approved the report and recommended the following for approval by the Board of Directors:

1. approve the construction financing of up to $20.0 million with RBC for the purposes of financing the revitalization of 389 Church; and 
2. authorize the President and Chief Executive Officer, or her designate, to take all actions and execute all necessary documents, on behalf of TCHC, to implement the above recommendations.

Mr. Marshman and Ms. Kelley abstained from voting on this item.

Item 6 - Re-Allocation of Funds in the 2018 Capital Plan, BIFAC:2018-45

The Vice-President, Facilities Management presented the above-captioned report (BIFAC:2018-45).

It was noted that the re-allocation of funds will not have an impact on cash-flow or timelines.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Kelley and carried, BIFAC approved the report and recommended the following for approval by the Board of Directors:

1. receive the report for information which details the re-allocation of funds from capital categories within the 2018 Building Repair Capital Program consisting of $1.4M to contingency and $4.0M to the Social Housing Apartment Improvement Program (“SHAIP”) projects;
2. approve the re-allocation of $12.3M from the 2018 Development Budget to contingency within the 2018 Building Repair Capital Program; and
3. authorize the appropriate staff to give effect to the above recommendations.

Item 3 - Transfer of Four Rooming Houses on Winchester Street, BIFAC:2018-44

The President and Chief Executive Officer presented the above-captioned report (BIFAC:2018-44).

BIFAC amended the original resolution and recommended that the transfer of the properties be conditional on agreement of the appropriate debt calculations with the City of Toronto. 

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Kelley and carried, BIFAC approved the report as amended, and recommended the following for approval by the Board of Directors:

1. Authorize the transfer of 13, 15, 17 and 19 Winchester Street to Margaret’s Housing and Community Support Services Inc. (“MHCSSI”), with the condition that the appropriate debt calculations related to these sites have been agreed to with the City of Toronto; and
2. Authorize the President and Chief Executive Officer, or her designate, to take the necessary steps to undertake the transfer

TERMINATION

BIFAC resolved to terminate the public meeting at 10:10 a.m.