1. TERMS OF REFERENCE FOR THE DEBENTURE COMMITTEE

MANDAT DU COMITÉ sur les débentures

Committee Recommendation AS AMENDED

That Council approve the Committee’s Terms of Reference as outlined in Document 1, as amended by the following:

(1) the authority to enact debenture by-laws to authorize the issuance of debentures where the project debt authority has been approved by Council and the Treasurer has proceeded with one or more debt issues pursuant to Section 15, Schedule “A” of By-law No. 2011-28, the Delegation of Authority By-law;

Recommandation MODIFIÉE du comité

Que le Conseil approuve le mandat du Comité tel qu’il est décrit dans le document 1, sous réserve des modifications suivantes :

(1) Le pouvoir d’adopter des règlements sur les débentures en vue d’autoriser l’émission de débentures dont le montant de la dette a été approuvé par le Conseil et pour lesquelles la trésorière municipale a procédé à l’émission obligataire en vertu de l’article 16, annexe « A » du Règlement n^o 2009-231, Règlement sur la délégation de pouvoir;

Documentation

1. City Clerk and Solicitor Report dated 30 June 2011 (ACS2011-CMR-CCB-0064).

2. Extract of Debenture Committee Minutes 3, 7 July 2011 (immediately follows the report).

Report to/Rapport au :

Debenture Committee

Comité sur les débentures

and / et

Council/et au Conseil

June 30 2011 / le 30 juin 2011

Submitted by/Soumis par : M. Rick O’Connor,
City Clerk and Solicitor/Greffier et Chef du contentieux

Contact Person/Personne ressource : Leslie Donnelly, Deputy City Clerk / Greffière adjointe

(613) 580-2424 x 28857, Leslie.Donnelly@ottawa.ca

City-wide

Ref N°: ACS2011-CMR-CCB-0064

SUBJECT: TERMS OF REFERENCE FOR THE DEBENTURE COMMITTEE

OBJET : MANDAT DU COMITÉ sur les débentures

REPORT RECOMMENDATION

That the Debenture Committee recommend that Council approve the Committee’s Terms of Reference as outlined in Document 1.

RECOMMANDATION DU RAPPORT

Que le Comité sur les débentures recommande au Conseil d’approuver le mandat du Comité tel qu’il est décrit dans le document 1.

BACKGROUND

On December 8, 2010, City Council approved changes to Council’s committee structure as part of the 2010-2014 Governance Review. Conducted at the beginning of each term of Council, the Governance Review is an examination of the City’s governance structure and the corresponding policies and procedures.

As is customary with every Governance Review, several changes to the City’s decision-making process have been adopted, most notably for the purposes of this report, a revised Standing Committee structure and adjusted Committee mandates for reporting to Council.

With a new committee structure now in effect, it is necessary to update the Terms of Reference documents that guide each Committee. The Terms of Reference provide a clear understanding of: the jurisdiction of each Committee in terms of making recommendations to Council on municipal programs, projects and issues; departmental reporting responsibilities; and the overarching goals of the Committee. Terms of Reference are important for providing effective direction within the Corporation and accountability and transparency for members of the public.

DISCUSSION

In accordance with the changes to the Standing Committee structure, the membership of the Debenture Committee is revised to include the Vice-Chair of the new Finance and Economic Development Committee, where the previous membership included the Vice-Chair of the Corporate Services and Economic Development Committee. Further, similar to the process followed by other Committees of Council, the Debenture Committee will now report on the exercise of its delegated authority as part of the Disposition to Council.

RURAL IMPLICATIONS

N/A

CONSULTATION

As this is an internal, administrative matter, public consultation was not conducted.

COMMENTS BY THE WARD COUNCILLOR(S)

N/A

LEGAL IMPLICATIONS

There are no legal implications related to this report.

RISK MANAGEMENT IMPLICATIONS

There are no risk management implications related to this report.

FINANCIAL IMPLICATIONS

There are no financial implications related to this report.

TECHNOLOGICAL IMPLICATIONS

There are no technological implications related to this report.

SUPPORTING DOCUMENTATION

Document 1 - Debenture Committee Terms of Reference

DISPOSITION

Upon approval of the report by Council, the Terms of Reference will become the mandate and governing authority for the Debenture Committee to be implemented by the City Clerk and Solicitor Department.

DOCUMENT 1

Debenture Committee

Terms of Reference

Members

· The Debenture Committee shall consist of the following members:

the Mayor;

the Vice-Chair, Finance and Economic Development Committee;

the City Manager; and

the Treasurer.

· The Mayor shall be the Chair of the Debenture Committee and the Vice-Chair, Finance and Economic Development Committee shall be the Vice-Chair

Quorum

· A quorum shall be one-half of all members, with at least one of those members being an elected official.

Term

· The committee members serve by virtue of their positions and until a successor is appointed

· The Debenture Committee holds this authority exclusively and City Council retains no jurisdiction to revoke this delegation until the end of the term of City Council at which time this delegation may be revoked otherwise this delegation remains in effect

Responsibilities

· The Debenture Committee is delegated the authority to make final decisions with respect to the following matters to the extent that the authority has not already been delegated:

(1) the authority to enact debenture by-laws to authorize the issuance of debentures where the project debt authority has been approved by Council and the Treasurer has proceeded with one or more debt issues pursuant to Section 16, Schedule “A” of By-law No. 2009-231, the Delegation of Authority By-law;

(2) the authority to enact temporary borrowing by-laws for current operations in accordance with section 407 of the Municipal Act, 2001 to authorize short term borrowing for the purpose of meeting current expenditures in any year until such time as the taxes are collected and other revenues are received and to authorize any one or more members of the Debenture Committee to do all things and execute any loan or other agreements required to give effect to any temporary borrowing;

(3) the authority to enact the required by-law(s) to enter into new arrangements with CDS Clearing and Depository Services Inc. (“CDS”) to ensure that CDS accepts new debenture issues and maintains existing City debentures in the CDS system and to authorize any one or more members of the Debenture Committee to do all things and execute all documents, instruments and agreements in order to make these arrangements effective;

(4) the authority to enact a by-law authorizing the City to issue replacement debenture certificates if and when required, to replace defaced, lost, mysteriously or unexplainably missing, stolen, destroyed or in other instances such as dematerialized debenture certificates on such terms and conditions considered appropriate including a bond of indemnity as a condition of issuing replacement debenture certificates.

Reporting

· The Debenture Committee shall report to Council regarding the exercise of its delegated authority as part of the Disposition to Council.

Procedures

· The Debenture Committee shall meet at the call of the Chair

· The Debenture Committee shall be subject to the provisions of the Procedure By-law save and except that notice will be given to members of the Committee a minimum of two calendar days in advance of the meeting and to the general public via a public service announcement a minimum of two calendar days in advance of the meeting on the City’s website.

Staff Support

· The City Clerk and Solicitor Department will provide meeting management support to the Debenture Committee.