Building Investment, Finance and Audit Committee (BIFAC) Meeting - March 13, 2017

Public Agenda

1. Chair’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

2. Consent Agenda

Approval of Public Meeting

Action: Agenda  

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 February 10, 2017

Action: Information

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

Review of Board, President and CEO Expenses Q4-16

Action: Information

Pre-read: BIFAC:2017-09    

Presenter: Chief Internal Auditor

Stand-Alone Properties Update

Action: Information

Pre-read: BIFAC:2017-15

Presenter: Senior Manager, Commercial & Business Development

3. Leslie Nymark: Transfer of Block D to Partnership

Action: Approval

Pre-read: BIFAC:2017-12

Presenter: Vice President, Development

4. City Sustainable Energy Plan (SEP) Financing

Action: Approval

Pre-read: BIFAC:2017-13

Presenter: Vice President, Facilities Management

5. Chief Internal Auditor 2016 Annual Report

Action: Information

Pre-read: BIFAC:C 2017-11

Presenter: Chief Internal Auditor

TERMINATION

Minutes

The Building Investment, Finance and Audit Committee (“BIFAC” or “Committee”) of Toronto Community Housing Corporation (“TCHC”) held a public meeting on March 13, 2017 in the Main Floor Conference Room, 931 Yonge Street, Toronto, and by teleconference, commencing at 10:18 a.m. 

BIFAC Directors Present:

Colin Lynch, Chair

Councillor Ana Bailão, Vice Chair

Vincent Gasparro 

Kevin Marshman

Management Present:

Leslie Gash, Acting Vice President, Development

Mark Johnson, General Counsel and Corporate Secretary

Rose-Ann Lee, Acting Chief Financial Officer and Treasurer

Ted Millward, Legal Counsel, Corporate

Sheila Penny, Vice President, Facilities Management

Greg Spearn, Interim President and Chief Executive Officer/ Chief Development Officer

Michael Vear, Chief Internal Officer

A quorum being present, the Chair called the meeting to order and Mr. Steven Iserhoff served as recording secretary.

Item 1 - Chair's Remarks

No remarks were made by Chair at this time.

Item 2 - Consent Agenda

Motion carried 

ON MOTION DULY MADE MADE by Mr. Marshman, seconded Mr. Gasparro and carried, the BIFAC approved Consent Agenda Items 2A, 2C, 2E and 2F as presented

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 February 10, 2017 Public Meeting Minutes

Motion carried

ON MOTION DULY MADE MADE by Mr. Marshman, seconded by Mr. Gasparro and carried, the BIFAC approved the minutes with no amendments

Item 2D - Business Arising from Public Meeting Minutes and Action Item List

The Committee noted that Asset Management was to present a report on TCHC’s vacancy strategy and enquired if the report was to be provided to the BIFAC. Management noted that the report is scheduled for the March 17th Resident Services Committee meeting and the March 24th Board meeting, however it can be circulated offline to the Committee.

Motion Carried 

ON MOTION DULY MADE by Mr. Marshman, seconded Mr. Gasparro and carried, the BIFAC received the item for information.

Item 2E - Review of Board, President and CEO Expenses Q4-16, BIFAC: 2017-09

Motion Carried

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

Item 2F - Stand-alone Properties Update, BIFAC:2017-15

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Councillor Bailão and carried, the BIFAC received the verbal report for information.

Item 3 - Leslie Nymark: Transfer of Block D to Partnership, BIFAC:2017-12

Leslie Gash, Vice President of Development, presented the award.

The Committee noted that in Attachment 1, Block 2 (Attachment 2) has townhouses proposed to be built. The Committee enquired if Management considered to build condominiums as opposed to townhouses. Management noted that condominiums were TCHC’s first consideration, however due to a “height limit” imposed by the City of Toronto planning department condominiums were not possible.

The Committee noted that building new townhouses versus condominiums would appear to be inconsistent with the recommendations set out by the Mayor’s Task Force. Management advised they had pursued the issue with the City planning office to approve the development of condominiums, but the City responded citing a number of factors as to why condominiums would not be approved.

Motion carried 

ON MOTION DULY MADE by Mr. Marshman, seconded by Mr. Gasparro and carried, the BIFAC unanimously approved the following recommendations and that they be forwarded to the Board of Directors for approval:

• Authorize the transfer of: Block 3 on the Draft Plan prepared by J.D. Barnes Ltd, dated July 5, 2016 from Toronto Community Housing Corporation (“TCHC”) to the Leslie Nymark Partnership (the “Partnership”), via the bare trustee/nominee, Scala Residences Inc.; and 
• Authorize the Interim President and Chief Executive Officer (or designate) to execute any and all documents as may be necessary to give effect to the above recommendation. 

Item 4 - City Sustainable Energy Plan (SEP) Financing BIFAC: 2017-13

Sheila Penny, Vice President of Facilities Management, presented the report.

The Committee enquired why TCHC will not use the Social Housing Apartment Retrofit Program (“SHARP”) grant to fund longer payback projects like building envelope upgrades. Management noted that due to the March 31, 2018 timeline, it is difficult for contractors to complete the work of over cladding nine buildings in one year.

The Committee enquired if the SEP loan will impact TCHC’s debt ratio in a material way. Management advised it would not. The Committee enquired if the SEP loan will be added to the 2017 Capital Budget. Management advised it would be included in the 2018 Capital Budget.

The Committee discussed the internal rate of return calculations and requested that Management update the numbers for SEP and SHARP that are included in the schedules to the report. Management will update the calculations before it is sent to the Board for approval.

The Committee enquired if TCHC is under obligation to use the SEP loan in order to receive the SHARP grant. Management advised there wasn’t an obligation, but noted they are using both the grant and loan to improve the facility condition index of the nine buildings selected for the next 40 years.

Management noted that, upon approval by BIFAC and the Board, the proposal for SEP will go to the City Budget Committee on March 27, the City’s Executive Committee on April 19th and City Council on April 26th.

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Councillor Bailão and carried, the BIFAC unanimously approved the following recommendations:

1. Authorize the Chief Executive Officer or delegate to enter into an agreement with the City of Toronto for $35M in financing under SEP for energy retrofits at nine buildings; 
2. Direct the savings realized from the energy retrofit projects paid for with the SEP loan and SHARP grant to the debt service fund until the SEP loan is fully repaid, with the savings to be directed into the fund on a quarterly basis and used to repay the SEP loan; and 
3. Authorize the appropriate staff to take the necessary actions to give effect to the above recommendations.

Item 5 - Chief Internal Auditor 2016 Annual Report, BIFAC:C2017-11

Michael Vear, Chief Internal Auditor, presented the report.

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Mr. Marshman and carried, the BIFAC received the verbal report for information.

TERMINATION

The BIFAC resolved to terminate the public meeting at 10:44 a.m.