HomeMy WebLinkAbout22 173 Borrowing Upon Serial Debentures Towards the Cost of Huron Terrace Forcemain Replacement •
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
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BY-LAW
Document# 11A.i. (DB)
DEBENTURE BY-LAW— SERIAL— SEMI ANNUAL
III Single-tier/County/Region's purposes
NO. 2022 - 173
A BY-LAW OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE TO
AUTHORIZE THE BORROWING UPON SERIAL DEBENTURES IN THE PRINCIPAL
AMOUNT OF $8,300,000.00 TOWARDS THE COST OF HURON TERRACE FORCEMAIN
REPLACEMENT
WHEREAS subsection 401 (1) of the Municipal Act, 2001, as amended (the "Act")
provides that a municipality may incur a debt for municipal purposes, whether by
borrowing money or in any other way, and may issue debentures and prescribed financial
instruments and enter prescribed financial agreements for or in relation to the debt;
AND WHEREAS subsection 408 (2.1) of the Act provides that a municipality may issue a
debenture or other financial instrument for long-term borrowing only to provide financing for a
capital work;
AND WHEREAS the Council of The Corporation of The Municipality of Kincardine (the
Ill "Municipality") has passed the By-law(s) enumerated in column (1) of Schedule "A"
attached hereto and forming part of this By-law authorizing the capital work(s) described
in column (2) of Schedule "A" (the "Capital Work(s)"), and authorizing the entering into
of a Financing Agreement dated effective as of May 10, 2021 for the provision of temporary
and long-term borrowing from Ontario Infrastructure and Lands Corporation ("OILC") in
respect of the Capital Work(s) (the"Financing Agreement")and the Municipality entered into
a Financing Agreement dated effective as of May 10, 2021 for the provision of long-term
borrowing from Ontario Infrastructure and Lands Corporation ("OILC") in respect of the
Capital Work(s) (the "Financing Agreement") and desires to issue debentures for the
Capital Work(s) in the amount(s) specified in column (5) of Schedule "A";
AND WHEREAS before authorizing the Capital Work(s) and before authorizing any
additional cost amount and any additional debenture authority in respect thereof (if any)
the Council of the Municipality had its Treasurer calculate an updated limit in respect of its most
recent annual debt and financial obligation limit received from the Ministry of Municipal Affairs
and Housing in accordance with the applicable regulation and, prior to the Council of
the Municipality authorizing the Capital Work(s), each such additional cost amount and each
such additional debenture authority (if any), the Treasurer determined that the estimated
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annual amount payable in respect of the Capital Work(s), each such additional cost amount
and each such additional debenture authority (if any), would not cause the Municipality to
exceed the updated limit and that the approval of the Capital Work(s), each such additional
cost amount and each such additional debenture authority (if any), by the Local Planning
Appeal Tribunal pursuant to such regulation was not required;
AND WHEREAS the Municipality has submitted an application to OILC for long- term
borrowing through the issue of debentures to OILC in respect of the Capital Work(s) (the
"Application") and the Application has been approved;
AND WHEREAS to provide long-term financing for the Capital Work(s) and to repay
certain temporary advances in respect of the Capital Work(s) made by OILC pursuant to the
Financing Agreement(if any), it is now deemed to be expedient to borrow money by the
• issue of serial debentures in the principal amount of$8,300,000.00 dated December 15, 2022
and maturing on December 15, 2042, and payable in semi-annual instalments of combined
principal and interest on the fifteenth day of June and on the fifteenth day of December in each
of the years 2023 to 2042, both inclusive on the terms hereinafter set forth;
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY
OF KINCARDINE ENACTS AS FOLLOWS:
1. The submitting of the Application and the execution and delivery of the Financing
Agreement by the Municipality are hereby confirmed, ratified and approved. For the
Capital Work(s), the borrowing upon the credit of the Municipality at large of the
principal amount of $8,300,000.00 and the issue of serial debentures therefor to be
repaid in semi-annual instalments of combined of principal and interest as hereinafter
set forth, are hereby authorized.
2. The Mayor and the Treasurer of the Municipality are hereby authorized to cause any
number of serial debentures to be issued for such amounts of money as may be
required for the Capital Work(s) in definitive form, not exceeding in total the said
aggregate principal amount of $8,300,000.00 (the "Debentures"). The Debentures
shall bear the Municipality's municipal seal and the signatures of the Mayor and the
• Treasurer of the Municipality, all in accordance with the provisions of the Act. The
municipal seal of the Municipality and the signatures referred to in this section may
be printed, lithographed, engraved or otherwise mechanically reproduced. The
Debentures are sufficiently signed if they bear the required signatures and each
person signing has the authority to do so on the date he or she signs.
3. The Debentures shall be in fully registered form as one or more certificates in the
aggregate principal amount of $8,300,000.00, in the name of OILC, or as OILC may
otherwise direct, substantially in the form attached as Schedule "B" hereto and
forming part of this By-law with provision for payment of principal and interest (other
than in respect of the final payment of principal and outstanding interest on maturity
upon presentation and surrender) by pre-authorized debit in respect of such principal
and interest to the credit of such registered holder on such terms as to which the
registered holder and the Municipality may agree.
4. In accordance with the provisions of section 25 of the Ontario Infrastructure and
Lands Corporation Act, 2011, as amended from time to time hereafter, the
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Municipality is hereby authorized to agree in writing with OILC that the Minister of
Finance is entitled, without notice to the Municipality, to deduct from money
appropriated by the Legislative Assembly of Ontario for payment to the Municipality,
amounts not exceeding any amounts that the Municipality fails to pay OILC on
account of any unpaid indebtedness of the Municipality to OILC under the Debentures
and to pay such amounts to OILC from the Consolidated Revenue Fund.
5. The Debentures shall all be dated December 15, 2022, and as to both principal and
interest shall be expressed and be payable in lawful money of Canada. The
Debentures shall bear interest at the rate of 4.42% per annum and mature during a
period of 20 year(s) from the date thereof payable semi-annually in arrears as
described in this section. The Debentures shall be paid in full by December 15, 2042
and be payable in semi-annual instalments of combined equal principal and
• diminishing interest amounts on the fifteenth day of June and on the fifteenth day of
December in each of the years 2023 to 2042, both inclusive, save and except for the
last instalment of principal which may vary slightly from the preceding equal
instalments, as set forth in Schedule "C" attached hereto and forming part of this By-
law ("Schedule "C").
6. Payments in respect of principal of and interest on the Debentures shall be made only
on a day, other than Saturday or Sunday, on which banking institutions in Toronto,
Ontario, Canada and the Municipality are not authorized or obligated by law or
executive order to be closed (a "Business Day") and if any date for payment is not a
Business Day, payment shall be made on the next following Business Day.
7. Interest shall be payable to the date of maturity of the Debentures and on default shall
be payable on any overdue amounts both before and after default and judgment at a
rate per annum equal to the greater of the rate specified on the Schedule as attached
to and forming part of the Debentures for such amounts plus 200 basis points or Prime
Rate (as defined below) plus 200 basis points, calculated on a daily basis from the
date such amounts become overdue for so long as such amounts remain overdue
and the Municipality shall pay to the registered holders any and all costs incurred by
the registered holders as a result of the overdue payment. Any amounts payable by
• the Municipality as interest on overdue principal or interest and all costs incurred by
the registered holders as a result of the overdue payment in respect of the Debentures
shall be paid out of current revenue. Whenever it is necessary to compute any
amount of interest in respect of the Debentures for a period of less than one full year,
other than with respect to regular semi-annual interest payments, such interest shall
be calculated on the basis of the actual number of days in the period and a year of
365 days or 366 days as appropriate.
"Prime Rate" means, on any day, the annual rate of interest which is the arithmetic
mean of the prime rates announced from time to time by the following five major
Canadian Schedule I banks, as of the issue date of the Debentures: Royal Bank of
Canada; Canadian Imperial Bank of Commerce; The Bank of Nova Scotia; Bank of
Montreal; and The Toronto-Dominion Bank (the "Reference Banks") as their
reference rates in effect on such day for Canadian dollar commercial loans made in
Canada. If fewer than five of the Reference Banks quote a prime rate on such days,
the "Prime Rate" shall be the arithmetic mean of the rates quoted by those Reference
Banks.
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8. In each year in which a payment of semi-annual instalments of combined equal
principal and diminishing interest amounts becomes due in respect of the Capital
Work(s) including the last 'non-equal' instalment of principal, there shall be raised as
part of the Municipality's general levy the amounts of principal and interest payable
by the Municipality in each year as set out in Schedule "C" to the extent that the
amounts have not been provided for by any other available source including other
taxes or fees or charges imposed on persons or property by a by-law of any
municipality.
9. The Debentures may contain any provision for their registration thereof authorized by
any statute relating to municipal debentures in force at the time of the issue thereof.
10. The Municipality shall maintain a registry in respect of the Debentures in which shall
be recorded the names and the addresses of the registered holders and particulars
• of the Debentures held by them respectively and in which particulars of the
cancellations, exchanges, substitutions and transfers of Debentures, may be
recorded and the Municipality is authorized to use electronic, magnetic or other media
for records of or related to the Debentures or for copies of them.
11. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be
subsisting in respect thereof. The Municipality shall deem and treat registered
holders of the Debentures as the absolute owners thereof for all purposes whatsoever
notwithstanding any notice to the contrary and all payments to or to the order of
registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid. When
a Debenture is registered in more than one name, the principal of and interest from
time to time payable on such Debenture shall be paid to or to the order of all the joint
registered holders thereof, failing written instructions to the contrary from all such joint
registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any
Debentures registered in their names may be paid to the survivor or survivors of such
holders and such payment shall constitute a valid discharge to the Municipality.
• 12. The Debentures will be transferable or exchangeable at the office of the Treasurer of
the Municipality upon presentation for such purpose accompanied by an instrument
of transfer or exchange in a form approved by the Municipality and which form is in
accordance with the prevailing Canadian transfer legislation and practices, executed
by the registered holder thereof or such holder's duly authorized attorney or legal
personal representative, whereupon and upon registration of such transfer or
exchange and cancellation of the Debenture or Debentures presented, the Mayor and
the Treasurer shall issue and deliver a new Debenture or Debentures of an equal
aggregate principal amount in any authorized denomination or denominations as
directed by the transferor, in the case of a transfer or as directed by the registered
holder in the case of an exchange.
13. The Mayor and the Treasurer shall issue and deliver new Debentures in exchange or
substitution for Debentures outstanding on the registry with the same maturity and of
like form which have become mutilated, defaced, lost, subject to a mysterious or
unexplainable disappearance, stolen or destroyed, provided that the applicant
therefor shall have: (a) paid such costs as may have been incurred in connection
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therewith; (b) (in the case when a Debenture is mutilated, defaced, lost, mysteriously
or unexplainably missing, stolen or destroyed) furnished the Municipality with such
evidence (including evidence as to the certificate number of the Debenture in
question) and an indemnity in respect thereof satisfactory to the Municipality in its
discretion; and (c) surrendered to the Municipality any mutilated or defaced
Debentures in respect of which new Debentures are to be issued in substitution.
14. The Debentures issued upon any registration of transfer or exchange or in substitution
for any Debentures or part thereof shall carry all the rights to interest if any, accrued
and unpaid which were carried by such Debentures or part thereof and shall be so
dated and shall bear the same maturity date and, subject to the provisions of this By-
law, shall be subject to the same terms and conditions as the Debentures in respect
of which the transfer, exchange or substitution is effected.
• 15. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When any
of the Debentures are surrendered for transfer or exchange the Treasurer of the
Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures
surrendered for exchange; (b) in the case of an exchange, certify the cancellation and
destruction in the registry; (c) enter in the registry particulars of the new Debenture or
Debentures issued in exchange; and (d) in the case of a transfer, enter in the registry
particulars of the registered holder as directed by the transferor.
16. Reasonable fees in respect of the Debentures, in the normal course of business, other
than reasonable fees for the substitution of a new Debenture or new Debentures for
any of the Debentures that are mutilated, defaced, lost, mysteriously or unexplainably
missing, stolen or destroyed and for the replacement of any of the principal and
interest cheques (if any) that are mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed may be imposed by the Municipality.
When new Debentures are issued in substitution in these circumstances the
Municipality shall: (a) treat as cancelled and destroyed the Debentures in respect of
which new Debentures will be issued in substitution; (b) certify the deemed
cancellation and destruction in the registry; (c) enter in the registry particulars of the
• new Debentures issued in substitution; and (d) make a notation of any indemnities
provided.
17. Except as otherwise expressly provided herein, any notice required to be given to a
registered holder of one or more of the Debentures will be sufficiently given if a copy
of such notice is mailed or otherwise delivered to the registered address of such
registered holder in accordance with the provisions of the Financing Agreement.
18. The Mayor and the Treasurer are hereby authorized to cause the Debentures to be
issued, one or more of the Clerk and Treasurer are hereby authorized to generally do
all things and to execute all other documents and other papers in the name of the
Municipality in order to carry out the issue of the Debentures and the Treasurer is
authorized to affix the Municipality's municipal seal to any of such documents and
papers.
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19. The money received by the Municipality from the sale of the Debentures to OILC,
including any premium, and any earnings derived from the investment of that money,
after providing for the expenses related to their issue, if any, shall be apportioned and
applied to the Capital Work(s) and to no other purpose except as permitted by the
Act.
20. Subject to the Municipality's investment policies and goals, the applicable legislation
and the terms and conditions of the Debentures, the Municipality may, if not in default
under the Debentures, at any time purchase any of the Debentures in the open market
or by tender or by private contract at any price and on such terms and conditions
(including, without limitation, the manner by which any tender offer may be
communicated or accepted and the persons to whom it may be addressed) as the
Municipality may in its discretion determine.
• 21. This By-law takes effect on the day of passing.
By-law read a first and second time this 5th day of December, 2022.
By-law read a third time and finally passed this 5th day of December, 2022.
KI/14/141/tt OCAZ2_,
Mayor Clerk
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "A" to By-law Number 2022-173
(1) (2) (3) (4) (5) (6)
Approved
Amount to be Amount of Amount of Term of
Project Financed Debentures
By-law Description Through the Previously Debentures Years of
Issue of Issued to be Issued Debentures
III Debentures
Huron
2021-068 Terrace $8,629,030.00 $8,150,000.00 $8,300,000.00 20 year(s)
Forcemain
Replacement
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Schedule "B" to By-law Number 2022-173
No. 2022-173 $8,300,000.00
CANADA
Province of Ontario
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
FULLY REGISTERED 4.42% SERIAL DEBENTURE
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (the "Municipality"), for
value received, hereby promises to pay to
ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ("OILC")
IDor registered assigns, subject to the Conditions attached hereto which form part hereof (the
"Conditions"), upon presentation and surrender of this debenture (or as otherwise agreed to
by the Municipality and OILC) by the maturity date of this debenture December 15, 2042, the
principal amount of
EIGHT MILLION THREE HUNDRED THOUSAND DOLLARS
($8,300,000.00)
by semi-annual instalments of combined equal principal and diminishing interest amounts on
the fifteenth day of June and on the fifteenth day of December in each of the years 2023 to
2042, both inclusive, save and except for the last instalment of principal which may vary slightly
from the preceding equal instalments, in the amounts set forth in the attached Serial Debenture
Schedule (the "Amortization Schedule") and subject to late payment interest charges
pursuant to the Conditions, in lawful money of Canada. Subject to the Conditions: interest shall
be paid until the maturity date of this debenture, in like money in semi-annual payments from
the closing date (December 15, 2022), or from the last date on which interest has been paid
on this debenture, whichever is later, at the rate of 4.42% per annum, in arrears, on the
• specified dates, as set forth in the Amortization Schedule; and interest shall be paid on default
at the applicable rate set out in the Amortization Schedule both before and after default and
judgment. The payments of principal and interest and the outstanding amount of principal in
each year are shown in the Amortization Schedule.
The Municipality, pursuant to section 25 of the Ontario Infrastructure and Lands Corporation
Act, 2011 (the "OILC Act, 2011") hereby irrevocably agrees that the Minister of Finance is
entitled, without notice to the Municipality, to deduct from money appropriated by the Legislative
Assembly of Ontario for payment to the Municipality, amounts not exceeding any amounts that
the Municipality fails to pay OILC on account of any unpaid indebtedness under this debenture,
and to pay such amounts to OILC from the Consolidated Revenue Fund.
This debenture is subject to the Conditions.
DATED at the The Corporation of The Municipality of Kincardine as at the 15th day of
December, 2022.
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IN TESTIMONY WHEREOF and under the authority of By-law Number 2022-173 of the
Municipality duly passed on the 5th day of December, 2022 (the "By-law"), this debenture is
sealed with the municipal seal of the Municipality and signed by the Mayor and by the
Treasurer thereof.
Date of Registration: December 15, 2022.
r ,/�
1•Q�t,1n (Seal) /E _/l ir.a.mrvut...�./
Kenneth Craig, Mayor Roxana Baumann, Treasurer
• OILC hereby agrees that the Minister of Finance is entitled to exercise certain rights of deduction pursuant to
section 25 of the OILC Act, 2011 as described in this debenture.
Ontario Infrastructure and Lands Corporation
by: by:
Authorized Signing Officer Authorized Signing Officer
Ill
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LEGAL OPINION
We have examined the By-law of the Municipality authorizing the issue of serial
debentures in the principal amount of $8,300,000.00 dated December 15, 2022 and
maturing on December 15, 2042 in semi-annual instalments of combined equal
principal and diminishing interest amounts on the fifteenth day of June and on the
fifteenth day of December in each of the years 2023 to 2042, both inclusive, save
and except for the last instalment of principal which may vary slightly from the
preceding equal instalments as set out in Schedule "C" to the By-law.
In our opinion, the By-law has been properly passed and is within the legal powers
• of the Municipality. The debenture issued under the By-law in the within form (the
Debenture ) is the direct, general, unsecured and unsubordinated obligation of the
Municipality. The Debenture is enforceable against the Municipality subject to the
special jurisdiction and powers of the Local Planning Appeal Tribunal over defaulting
municipalities under the Municipal Affairs Act. This opinion is subject to and
incorporates all the assumptions, qualifications and limitations set out in our opinion
letter.
December 15, 2022
The Ross Firm Professional Corporation [no signature required]
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CONDITIONS OF THE DEBENTURE
Form. Denomination. and Ranking of the Debenture
1. The debentures issued pursuant to the By-law (collectively the "Debentures" and
individually a "Debenture") are issuable as fully registered Debentures without coupons.
2. The Debentures are direct, general, unsecured and unsubordinated obligations of the
Municipality. The Debentures rank concurrently and equally in respect of payment of
principal and interest with all other debentures of the Municipality except for the
availability of money in a sinking or retirement fund for a particular issue of debentures.
• 3. This Debenture is one fully registered Debenture registered in the name of OILC and
held by OILC.
Registration
4. The Municipality shall maintain at its designated office a registry in respect of the
Debentures in which shall be recorded the names and the addresses of the registered
holders and particulars of the Debentures held by them respectively and in which
particulars of cancellations, exchanges, substitutions and transfers of Debentures, may
be recorded and the Municipality is authorized to use electronic, magnetic or other media
for records of or related to the Debentures or for copies of them.
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5. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be subsisting
in respect thereof. The Municipality shall deem and treat registered holders of
Debentures, including this Debenture, as the absolute owners thereof for all purposes
1111 whatsoever notwithstanding any notice to the contrary and all payments to or to the
order of registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid. Where
a Debenture is registered in more than one name, the principal of and interest from time
to time payable on such Debenture shall be paid to or to the order of all the joint
registered holders thereof, failing written instructions to the contrary from all such joint
registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any Debentures
registered in their names may be paid to the survivor or survivors of such holders and
such payment shall constitute a valid discharge to the Municipality.
Payments of Principal and Interest
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6. The record date for purposes of payment of principal of and interest on the Debentures
is as of 5:00 p.m. on the sixteenth calendar day preceding any payment date including
the maturity date. Principal of and interest on the Debentures are payable by the
Municipality to the persons registered as holders in the registry on the relevant record
date. The Municipality shall not be required to register any transfer, exchange or
substitution of Debentures during the period from any record date to the corresponding
payment date.
7. The Municipality shall make all payments in respect of semi-annual instalments of
combined equal principal and diminishing interest amounts on the Debentures on the
payment dates commencing on June 15, 2023 and ending on December 15, 2042, as
set out in Schedule "C" to the By-law, by pre-authorized debit in respect of such interest
and principal to the credit of the registered holder on such terms as the Municipality and
• the registered holder may agree.
8. The Municipality shall pay to the registered holder interest on any overdue amount of
principal or interest in respect of any Debenture, both before and after default and
judgment, at a rate per annum equal to the greater of the rate specified on the Schedule
as attached to and forming part of the Debenture for such amount plus 200 basis points
or Prime Rate (as defined below) plus 200 basis points, calculated on a daily basis from
the date such amount becomes overdue for so long as such amount remains overdue
and the Municipality shall pay to the registered holder any and all costs incurred by the
registered holder as a result of the overdue payment.
9. Whenever it is necessary to compute any amount of interest in respect of the
Debentures for a period of less than one full year, other than with respect to regular
semi-annual interest payments, such interest shall be calculated on the basis of the
actual number of days in the period and a year of 365 days or 366 days as appropriate.
10. Payments in respect of principal of and interest on the Debentures shall be made only
on a day, other than Saturday or Sunday, on which banking institutions in Toronto,
Ontario, Canada and the Municipality are not authorized or obligated by law or executive
order to be closed (a "Business Day"), and if any date for payment is not a Business
• Day, payment shall be made on the next following Business Day as noted on the
Amortization Schedule.
11. The Debentures are transferable or exchangeable at the office of the Treasurer of the
Municipality upon presentation for such purpose accompanied by an instrument of
transfer or exchange in a form approved by the Municipality and which form is in
accordance with the prevailing Canadian transfer legislation and practices, executed by
the registered holder thereof or such holder's duly authorized attorney or legal personal
representative, whereupon and upon registration of such transfer or exchange and
cancellation of the Debenture or Debentures presented, a new Debenture or Debentures
of an equal aggregate principal amount in any authorized denomination or
denominations will be delivered as directed by the transferor, in the case of a transfer or
as directed by the registered holder in the case of an exchange.
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12. The Municipality shall issue and deliver Debentures in exchange for or in substitution
for Debentures outstanding on the registry with the same maturity and of like form in the
event of a mutilation, defacement, loss, mysterious or unexplainable disappearance,
theft or destruction, provided that the applicant therefor shall have: (a) paid such costs
as may have been incurred in connection therewith; (b) (in the case of a mutilated,
defaced, lost, mysteriously or unexplainably missing, stolen or destroyed Debenture)
furnished the Municipality with such evidence (including evidence as to the certificate
number of the Debenture in question) and an indemnity in respect thereof satisfactory
to the Municipality in its discretion; and (c) surrendered to the Municipality any mutilated
or defaced Debentures in respect of which new Debentures are to be issued in
substitution.
13. The Debentures issued upon any registration of transfer or exchange or in substitution
• for any Debentures or part thereof shall carry all the rights to interest if any, accrued and
unpaid which were carried by such Debentures or part thereof and shall be so dated
and shall bear the same maturity date and, subject to the provisions of the By-law, shall
be subject to the same terms and conditions as the Debentures in respect of which the
transfer, exchange or substitution is effected.
14. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When any of
the Debentures are surrendered for transfer or exchange the Treasurer of the
Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures
surrendered for exchange; (b) in the case of an exchange, certify the cancellation and
destruction in the registry; (c) enter in the registry particulars of the new Debenture or
Debentures issued in exchange; and (d) in the case of a transfer, enter in the registry
particulars of the registered holder as directed by the transferor.
15. Reasonable fees for the substitution of a new Debenture or new Debentures for any of
the Debentures that are mutilated, defaced, lost, mysteriously or unexplainably missing,
stolen or destroyed and for the replacement of mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed principal and interest cheques (if any) may
be imposed by the Municipality. When new Debentures are issued in substitution in
• these circumstances the Municipality shall: (a) treat as cancelled and destroyed the
Debentures in respect of which new Debentures will be issued in substitution; (b) certify
the deemed cancellation and destruction in the registry; (c) enter in the registry
particulars of the new Debentures issued in substitution; and (d) make a notation of any
indemnities provided.
16 If OILC elects to terminate its obligations under the financing agreement or rate offer
agreement entered into between the Municipality and OILC, pursuant to which the
Debentures are issued, or if the Municipality fails to meet and pay any of its debts or
liabilities when due, or uses all or any portion of the proceeds of any Debenture for any
purpose other than for a Capital Work(s) as authorized in the By-Law, the Municipality
shall pay to OILC the Make-Whole Amount on account of the losses that it will incur as
a result of the early repayment or early termination.
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Notices
17. Except as otherwise expressly provided herein, any notice required to be given
to a registered holder of one or more of the Debentures will be sufficiently given
if a copy of such notice is mailed or otherwise delivered to the registered address
of such registered holder. If the Municipality or any registered holder is required
to give any notice in connection with the Debentures on or before any day and
that day is not a Business Day (as defined in section 10 of these Conditions) then
such notice may be given on the next following Business Day.
Time
18. Unless otherwise expressly provided herein, any reference herein to a time
• shall be considered to be a reference to Toronto time.
Governing Law
19. The Debentures are governed by and shall be construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable in
Ontario.
Definitions:
(a) "Prime Rate" means, on any day, the annual rate of interest which is the
arithmetic mean of the prime rates announced from time to time by the
following five major Canadian Schedule I banks, as of the issue date of this
Debenture: Royal Bank of Canada; Canadian Imperial Bank of Commerce; The
Bank of Nova Scotia; Bank of Montreal; and The Toronto-Dominion Bank (the
"Reference Banks") as their reference rates in effect on such day for Canadian
dollar commercial loans made in Canada. If fewer than five of the Reference
Banks quote a prime rate on such days, the "Prime Rate" shall be the arithmetic
mean of the rates quoted by those Reference Banks.
• (b) "Make-Whole Amount" means the amount determined by OILC as of the
date of prepayment of the Debenture, by which (i) the present value of the
remaining future scheduled payments of principal and interest under the
Debenture to be repaid from the prepayment date until maturity of the Debenture
discounted at the Ontario Yield exceeds
(ii) the principal amount under the Debenture being repaid provided that the
Make- Whole Amount shall never be less than zero.
(c) "Ontario Yield" means the yield to maturity on the date of prepayment of the
Debenture, assuming semi-annual compounding, which a non-prepayable term
loan made by the Province of Ontario would have if advanced on the date of
prepayment of the Debenture, assuming the same principal amount as the
Debenture and with a maturity date which
is the same as the remaining term to maturity of the Debenture to be repaid minus 100
basis points.
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•
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "C" to By-law Number 2022-173
Name •The Corporation of The Municipality of Kincardine
Principal: $8,300,000.00
Rate •04.420%
Term • 240 months
Matures..: 12/15/2042
Pay#Date Amount Due Principal Due Interest Due Rem. Principal
ii• 106/15/2023 390,427.45 207,500.00 182,927.45 8,092,500.00
212/15/2023 386,834.23 207,500.00 179,334.23 7,885,000.00
3 06/15/2024 382,235.92 207,500.00 174,735.92 7,677,500.00
4 12/15/2024 377,637.61 207,500.00 170,137.61 7,470,000.00
5 06/15/2025 372,134.71 207,500.00 164,634.71 7,262,500.00
612/15/2025 368,440.98 207,500.00 160,940.98 7,055,000.00
7 06/15/2026 362,988.33 207,500.00 155,488.33 6,847,500.00
812/15/2026 359,244.35 207,500.00 151,744.35 6,640,000.00
9 06/15/2027 353,841.96 207,500.00 146,341.96 6,432,500.00
1012/15/2027 350,047.72 207,500.00 142,547.72 6,225,000.00
1106/15/2028 345,449.41 207,500.00 137,949.41 6,017,500.00
1212/15/2028 340,851.10 207,500.00 133,351.10 5,810,000.00
13 06/15/2029 335,549.22 207,500.00 128,049.22 5,602,500.00
1412/15/2029 331,654.47 207,500.00 124,154.47 5,395,000.00
15 06/15/2030 326,402.84 207,500.00 118,902.84 5,187,500.00
1612/15/2030 322,457.84 207,500.00 114,957.84 4,980,000.00
17 06/15/2031 317,256.47 207,500.00 109,756.47 4,772,500.00
18 12/15/2031 313,261.22 207,500.00 105,761.22 4,565,000.00
19 06/15/2032 308,662.90 207,500.00 101,162.90 4,357,500.00
0 2012/15/2032 304,064.59 207,500.00 96,564.59 4,150,000.00
2106/15/2033 298,963.73 207,500.00 91,463.73 3,942,500.00
2212/15/2033 294,867.96 207,500.00 87,367.96 3,735,000.00
23 06/15/2034 289,817.35 207,500.00 82,317.35 3,527,500.00
2412/15/2034 285,671.33 207,500.00 78,171.33 3,320,000.00
25 06/15/2035 280,670.98 207,500.00 73,170.98 3,112,500.00
26 12/15/2035 276,474.71 207,500.00 68,974.71 2,905,000.00
27 06/15/2036 271,876.39 207,500.00 64,376.39 2,697,500.00
2812/15/2036 267,278.08 207,500.00 59,778.08 2,490,000.00
29 06/15/2037 262,378.24 207,500.00 54,878.24 2,282,500.00
3012/15/2037 258,081.45 207,500.00 50,581.45 2,075,000.00
3106/15/2038 253,231.86 207,500.00 45,731.86 1,867,500.00
3212/15/2038 248,884.82 207,500.00 41,384.82 1,660,000.00
33 06/15/2039 244,085.49 207,500.00 36,585.49 1,452,500.00
3412/15/2039 239,688.20 207,500.00 32,188.20 1,245,000.00
35 06/15/2040 235,089.88 207,500.00 27,589.88 1,037,500.00
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•
3612/15/2040 230,491.57 207,500.00 22,991.57 830,000.00
37 06/15/2041 225,792.75 207,500.00 18,292.75 622,500.00
38 12/15/2041 221,294.94 207,500.00 13,794.94 415,000.00
39 06/15/2042 216,646.37 207,500.00 9,146.37 207,500.00
40 12/15/2042 212,098.31 207,500.00 4,598.31 0.00
12,062,827.73 8,300,000.00 3,762,827.73
•
•
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•
•
No. 2022-173 $8,300,000.00
CANADA
Province of Ontario
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
FULLY REGISTERED 4.42% SERIAL DEBENTURE
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (the "Municipality"), for
value received, hereby promises to pay to
ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ("OILC")
or registered assigns, subject to the Conditions attached hereto which form part hereof (the
® "Conditions"), upon presentation and surrender of this debenture (or as otherwise agreed to
by the Municipality and OILC) by the maturity date of this debenture (December 15, 2042), the
principal amount of
EIGHT MILLION THREE HUNDRED THOUSAND DOLLARS
($8,300,000.00)
by semi-annual instalments of combined equal principal and diminishing interest amounts on
the fifteenth day of June and on the fifteenth day of December in each of the years 2023 to
2042, both inclusive, save and except for the last instalment of principal which may vary slightly
from the preceding equal instalments, in the amounts set forth in the attached Serial Debenture
Schedule (the "Amortization Schedule") and subject to late payment interest charges
pursuant to the Conditions, in lawful money of Canada. Subject to the Conditions: interest shall
be paid until the maturity date of this debenture, in like money in semi-annual payments from
the closing date (December 15, 2022), or from the last date on which interest has been paid
on this debenture, whichever is later, at the rate of 4.42% per annum, in arrears, on the
specified dates, as set forth in the Amortization Schedule; and interest shall be paid on default
at the applicable rate set out in the Amortization Schedule both before and after default and
• judgment. The payments of principal and interest and the outstanding amount of principal in
each year are shown in the Amortization Schedule.
The Municipality, pursuant to section 25 of the Ontario Infrastructure and Lands Corporation
Act, 2011 (the "OILC Act, 2011") hereby irrevocably agrees that the Minister of Finance is
entitled, without notice to the Municipality, to deduct from money appropriated by the Legislative
Assembly of Ontario for payment to the Municipality, amounts not exceeding any amounts that
the Municipality fails to pay OILC on account of any unpaid indebtedness under this debenture,
and to pay such amounts to OILC from the Consolidated Revenue Fund.
This debenture is subject to the Conditions.
DATED at the The Corporation of The Municipality of Kincardine as at the 15th day of
December, 2022.
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•
IN TESTIMONY WHEREOF and under the authority of By-law Number 2022-173 of the
Municipality duly passed on the 5th day of December, 2022 (the "By-law"), this debenture is
sealed with the municipal seal of the Municipality and signed by the Mayor and by the
Treasurer thereof.
Date of Registration: December 15, 2022.
t (Seal) ✓�tAu`C`L�
enneth Craig, Mayor Roxana Baumann, Treasurer
OILC hereby agrees that the Minister of Finance is entitled to exercise certain rights of deduction pursuant to
section 25 of the OILC Act, 2011 as described in this debenture.
Ontario Infrastructure and Lands Corporation
by: by:
Authorized Signing Officer Authorized Signing Officer
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•
LEGAL OPINION
We have examined the By-law of the Municipality authorizing the issue of serial
debentures in the principal amount of $8,300,000.00 dated December 15, 2022 and
maturing on December 15, 2042 in semi-annual instalments of combined equal
principal and diminishing interest amounts on the fifteenth day of June and on the
fifteenth day of December in each of the years 2023 to 2042, both inclusive, save
and except for the last instalment of principal which may vary slightly from the
preceding equal instalments as set out in Schedule "C" to the By-law.
In our opinion, the By-law has been properly passed and is within the legal powers
• of the Municipality. The debenture issued under the By-law in the within form (the
"Debenture") is the direct, general, unsecured and unsubordinated obligation of the
Municipality. The Debenture is enforceable against the Municipality subject to the
special jurisdiction and powers of the Local Planning Appeal Tribunal over defaulting
municipalities under the Municipal Affairs Act. This opinion is subject to and
incorporates all the assumptions, qualifications and limitations set out in our opinion
letter.
December 15, 2022
The Ross Firm Professional Corporation [no signature required]
•
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•
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CONDITIONS OF THE DEBENTURE
Form. Denomination. and Ranking of the Debenture
1. The debentures issued pursuant to the By-law (collectively the "Debentures" and
individually a "Debenture") are issuable as fully registered Debentures without coupons.
2. The Debentures are direct, general, unsecured and unsubordinated obligations of the
Municipality. The Debentures rank concurrently and equally in respect of payment of
principal and interest with all other debentures of the Municipality except for the
availability of money in a sinking or retirement fund for a particular issue of debentures.
• 3. This Debenture is one fully registered Debenture registered in the name of OILC and
held by OILC.
Reaistration
4. The Municipality shall maintain at its designated office a registry in respect of the
Debentures in which shall be recorded the names and the addresses of the registered
holders and particulars of the Debentures held by them respectively and in which
particulars of cancellations, exchanges, substitutions and transfers of Debentures, may
be recorded and the Municipality is authorized to use electronic, magnetic or other media
for records of or related to the Debentures or for copies of them.
litla
5. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be subsisting
in respect thereof. The Municipality shall deem and treat registered holders of
Debentures, including this Debenture, as the absolute owners thereof for all purposes
IIIwhatsoever notwithstanding any notice to the contrary and all payments to or to the
order of registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid. Where
a Debenture is registered in more than one name, the principal of and interest from time
to time payable on such Debenture shall be paid to or to the order of all the joint
registered holders thereof, failing written instructions to the contrary from all such joint
registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any Debentures
registered in their names may be paid to the survivor or survivors of such holders and
such payment shall constitute a valid discharge to the Municipality.
Payments of Principal and Interest
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6. The record date for purposes of payment of principal of and interest on the Debentures
is as of 5:00 p.m. on the sixteenth calendar day preceding any payment date including
the maturity date. Principal of and interest on the Debentures are payable by the
Municipality to the persons registered as holders in the registry on the relevant record
date. The Municipality shall not be required to register any transfer, exchange or
substitution of Debentures during the period from any record date to the corresponding
payment date.
7. The Municipality shall make all payments in respect of semi-annual instalments of
combined equal principal and diminishing interest amounts on the Debentures on the
payment dates commencing on June 15, 2023 and ending on December 15, 2042, as
set out in Schedule "C" to the By-law, by pre-authorized debit in respect of such interest
and principal to the credit of the registered holder on such terms as the Municipality and
• the registered holder may agree.
8. The Municipality shall pay to the registered holder interest on any overdue amount of
principal or interest in respect of any Debenture, both before and after default and
judgment, at a rate per annum equal to the greater of the rate specified on the Schedule
as attached to and forming part of the Debenture for such amount plus 200 basis points
or Prime Rate (as defined below) plus 200 basis points, calculated on a daily basis from
the date such amount becomes overdue for so long as such amount remains overdue
and the Municipality shall pay to the registered holder any and all costs incurred by the
registered holder as a result of the overdue payment.
9. Whenever it is necessary to compute any amount of interest in respect of the
Debentures for a period of less than one full year, other than with respect to regular
semi-annual interest payments, such interest shall be calculated on the basis of the
actual number of days in the period and a year of 365 days or 366 days as appropriate.
10. Payments in respect of principal of and interest on the Debentures shall be made only
on a day, other than Saturday or Sunday, on which banking institutions in Toronto,
Ontario, Canada and the Municipality are not authorized or obligated by law or executive
order to be closed (a "Business Day"), and if any date for payment is not a Business
• Day, payment shall be made on the next following Business Day as noted on the
Amortization Schedule.
11. The Debentures are transferable or exchangeable at the office of the Treasurer of the
Municipality upon presentation for such purpose accompanied by an instrument of
transfer or exchange in a form approved by the Municipality and which form is in
accordance with the prevailing Canadian transfer legislation and practices, executed by
the registered holder thereof or such holder's duly authorized attorney or legal personal
representative, whereupon and upon registration of such transfer or exchange and
cancellation of the Debenture or Debentures presented, a new Debenture or Debentures
of an equal aggregate principal amount in any authorized denomination or
denominations will be delivered as directed by the transferor, in the case of a transfer or
as directed by the registered holder in the case of an exchange.
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1111
12. The Municipality shall issue and deliver Debentures in exchange for or in substitution
for Debentures outstanding on the registry with the same maturity and of like form in the
event of a mutilation, defacement, loss, mysterious or unexplainable disappearance,
theft or destruction, provided that the applicant therefor shall have: (a) paid such costs
as may have been incurred in connection therewith; (b) (in the case of a mutilated,
defaced, lost, mysteriously or unexplainably missing, stolen or destroyed Debenture)
furnished the Municipality with such evidence (including evidence as to the certificate
number of the Debenture in question) and an indemnity in respect thereof satisfactory
to the Municipality in its discretion; and (c) surrendered to the Municipality any mutilated
or defaced Debentures in respect of which new Debentures are to be issued in
substitution.
13. The Debentures issued upon any registration of transfer or exchange or in substitution
• for any Debentures or part thereof shall carry all the rights to interest if any, accrued and
unpaid which were carried by such Debentures or part thereof and shall be so dated
and shall bear the same maturity date and, subject to the provisions of the By-law, shall
be subject to the same terms and conditions as the Debentures in respect of which the
transfer, exchange or substitution is effected.
14. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When any of
the Debentures are surrendered for transfer or exchange the Treasurer of the
Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures
surrendered for exchange; (b) in the case of an exchange, certify the cancellation and
destruction in the registry; (c) enter in the registry particulars of the new Debenture or
Debentures issued in exchange; and (d) in the case of a transfer, enter in the registry
particulars of the registered holder as directed by the transferor.
15. Reasonable fees for the substitution of a new Debenture or new Debentures for any of
the Debentures that are mutilated, defaced, lost, mysteriously or unexplainably missing,
stolen or destroyed and for the replacement of mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed principal and interest cheques (if any) may
be imposed by the Municipality. When new Debentures are issued in substitution in
• these circumstances the Municipality shall: (a) treat as cancelled and destroyed the
Debentures in respect of which new Debentures will be issued in substitution; (b) certify
the deemed cancellation and destruction in the registry; (c) enter in the registry
particulars of the new Debentures issued in substitution; and (d) make a notation of any
indemnities provided.
16 If OILC elects to terminate its obligations under the financing agreement or rate offer
agreement entered into between the Municipality and OILC, pursuant to which the
Debentures are issued, or if the Municipality fails to meet and pay any of its debts or
liabilities when due, or uses all or any portion of the proceeds of any Debenture for any
purpose other than for a Capital Work(s) as authorized in the By-Law, the Municipality
shall pay to OILC the Make-Whole Amount on account of the losses that it will incur as
a result of the early repayment or early termination.
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•
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Notices
17. Except as otherwise expressly provided herein, any notice required to be given
to a registered holder of one or more of the Debentures will be sufficiently given
if a copy of such notice is mailed or otherwise delivered to the registered address
of such registered holder. If the Municipality or any registered holder is required
to give any notice in connection with the Debentures on or before any day and
that day is not a Business Day (as defined in section 10 of these Conditions)then
such notice may be given on the next following Business Day.
Time
18. Unless otherwise expressly provided herein, any reference herein to a time
• shall be considered to be a reference to Toronto time.
Governing Law
19. The Debentures are governed by and shall be construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable in
Ontario.
pefinitions:
(a) "Prime Rate" means, on any day, the annual rate of interest which is the
arithmetic mean of the prime rates announced from time to time by the
following five major Canadian Schedule I banks, as of the issue date of this
Debenture: Royal Bank of Canada; Canadian Imperial Bank of Commerce; The
Bank of Nova Scotia; Bank of Montreal; and The Toronto-Dominion Bank (the
"Reference Banks") as their reference rates in effect on such day for Canadian
dollar commercial loans made in Canada. If fewer than five of the Reference
Banks quote a prime rate on such days, the "Prime Rate" shall be the arithmetic
mean of the rates quoted by those Reference Banks.
• (b) "Make-Whole Amount" means the amount determined by OILC as of the
date of prepayment of the Debenture, by which (i) the present value of the
remaining future scheduled payments of principal and interest under the
Debenture to be repaid from the prepayment date until maturity of the Debenture
discounted at the Ontario Yield exceeds
(ii) the principal amount under the Debenture being repaid provided that the
Make- Whole Amount shall never be less than zero.
(c) "Ontario Yield" means the yield to maturity on the date of prepayment of the Debenture,
assuming semi-annual compounding, which a non-prepayable term loan made by the
Province of Ontario would have if advanced on the date of prepayment of the Debenture,
assuming the same principal amount as the Debenture and with a maturity date which
is the same as the remaining term to maturity of the Debenture to be repaid minus 100
basis points.
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•
•
Name •The Corporation of The Municipality of Kincardine
Principal: $8,300,000.00
Rate •04.420%
Term • 240 months
Matures..: 12/15/2042
Pay#Date Amount Due Principal Due Interest Due Rem. Principal
106/15/2023 390,427.45 207,500.00 182,927.45 8,092,500.00
212/15/2023 386,834.23 207,500.00 179,334.23 7,885,000.00
3 06/15/2024 382,235.92 207,500.00 174,735.92 7,677,500.00
4 12/15/2024 377,637.61 207,500.00 170,137.61 7,470,000.00
5 06/15/2025 372,134.71 207,500.00 164,634.71 7,262,500.00
612/15/2025 368,440.98 207,500.00 160,940.98 7,055,000.00
III 7 06/15/2026 362,988.33 207,500.00 155,488.33 6,847,500.00
812/15/2026 359,244.35 207,500.00 151,744.35 6,640,000.00
9 06/15/2027 353,841.96 207,500.00 146,341.96 6,432,500.00
1012/15/2027 350,047.72 207,500.00 142,547.72 6,225,000.00
1106/15/2028 345,449.41 207,500.00 137,949.41 6,017,500.00
1212/15/2028 340,851.10 207,500.00 133,351.10 5,810,000.00
13 06/15/2029 335,549.22 207,500.00 128,049.22 5,602,500.00
1412/15/2029 331,654.47 207,500.00 124,154.47 5,395,000.00
15 06/15/2030 326,402.84 207,500.00 118,902.84 5,187,500.00
1612/15/2030 322,457.84 207,500.00 114,957.84 4,980,000.00
17 06/15/2031 317,256.47 207,500.00 109,756.47 4,772,500.00
18 12/15/2031 313,261.22 207,500.00 105,761.22 4,565,000.00
19 06/15/2032 308,662.90 207,500.00 101,162.90 4,357,500.00
2012/15/2032 304,064.59 207,500.00 96,564.59 4,150,000.00
2106/15/2033 298,963.73 207,500.00 91,463.73 3,942,500.00
2212/15/2033 294,867.96 207,500.00 87,367.96 3,735,000.00
23 06/15/2034 289,817.35 207,500.00 82,317.35 3,527,500.00
2412/15/2034 285,671.33 207,500.00 78,171.33 3,320,000.00
25 06/15/2035 280,670.98 207,500.00 73,170.98 3,112,500.00
26 12/15/2035 276,474.71 207,500.00 68,974.71 2,905,000.00
1111 27 06/15/2036 271,876.39 207,500.00 64,376.39 2,697,500.00
2812/15/2036 267,278.08 207,500.00 59,778.08 2,490,000.00
29 06/15/2037 262,378.24 207,500.00 54,878.24 2,282,500.00
3012/15/2037 258,081.45 207,500.00 50,581.45 2,075,000.00
3106/15/2038 253,231.86 207,500.00 45,731.86 1,867,500.00
3212/15/2038 248,884.82 207,500.00 41,384.82 1,660,000.00
33 06/15/2039 244,085.49 207,500.00 36,585.49 1,452,500.00
3412/15/2039 239,688.20 207,500.00 32,188.20 1,245,000.00
35 06/15/2040 235,089.88 207,500.00 27,589.88 1,037,500.00
3612/15/2040 230,491.57 207,500.00 22,991.57 830,000.00
37 06/15/2041 225,792.75 207,500.00 18,292.75 622,500.00
38 12/15/2041 221,294.94 207,500.00 13,794.94 415,000.00
39 06/15/2042 216,646.37 207,500.00 9,146.37 207,500.00
40 12/15/2042 212,098.31 207,500.00 4,598.31 0.00
12,062,827.73 8,300,000.00 3,762,827.73
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1111
•
CERTIFICATE OF THE CLERK
To: The Ross Firm Professional Corporation
And To: OILC
IN THE MATTER OF an issue of a 20 year(s), 4.42% serial debenture of
The Corporation of The Municipality of Kincardine (the "Municipality") in the
principal amount of $8,300,000.00 for the capital work(s) of the Municipality
in Currency, authorized by Debenture By-law Number 2022-173 (the
"Debenture By-law");
1111 AND IN THE MATTER OF authorizing by-law(s) of the Municipality
enumerated in Schedule "A" to the Debenture By-law.
I, Jennifer Lawrie, Clerk of the Municipality, DO HEREBY CERTIFY THAT:
1. The Debenture By-law was finally passed and enacted by the Council of the
Municipality on December 05, 2022 in full compliance with the Municipal Act, 2001, as
amended (the "Act") at a duly called meeting at which a quorum was present. Forthwith after
the passage of the Debenture By-law, the same was signed by the Mayor and the Clerk and
sealed with the municipal seal of the Municipality.
2. The authorizing by-law(s) referred to in Schedule "A" to the Debenture By-law
(the "Authorizing By-law(s)") have been enacted and passed by the Council of the
Municipality in full compliance with the Act at meeting(s) at which a quorum was present.
Forthwith after the passage of the Authorizing By-law(s) the same were signed by the Mayor
and by the Clerk and sealed with the municipal seal of the Municipality.
3. With respect to the undertaking of the capital work(s) described in the Debenture
By-law (the "Capital Work(s)"), before the Council of the Municipality exercised any of its
• powers in respect of the Capital Work(s), and before authorizing any additional cost amount
and any additional debenture authority in respect thereof(if any), the Council of the Municipality
had its Treasurer complete the required calculation set out in the relevant debt and financial
obligation limits regulation (the "Regulation"). Accordingly, based on the Treasurer's
calculation and determination under the Regulation, the Council of the Municipality authorized
the Capital Work(s), each such additional cost amount and each such additional debenture
authority (if any), without the approval of the Local Planning Appeal Tribunal pursuant to the
Regulation.
4. No application has been made or action brought to quash, set aside or declare
invalid the Debenture By-law or the Authorizing By-law(s) nor have the same been in any way
repealed, altered or amended, except insofar as some of the Authorizing By-law(s) may have
been amended by any of the Authorizing By-law(s) set forth in Schedule "A" (if any), and the
Debenture By-law and the Authorizing By-law(s) are now in full force and effect.
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5. All of the recitals contained in the Debenture By-law and the Authorizing By-
law(s) are true in substance and fact.
6. To the extent that the public notice provisions of the Act are applicable, the
Authorizing By-law(s) and the Debenture By-law have been enacted and passed by the Council
of the Municipality in full compliance with the applicable public notice provisions of the Act.
7. None of the debentures authorized to be issued by the Authorizing By-law(s)
have been previously issued.
8. The Municipality is not subject to any restructuring order under part V of the Act
or other statutory authority, accordingly, no approval of the Authorizing By-law(s) and of the
Debenture By-law and/or of the issue of the OILC Debentures is required by any transition
• board or commission appointed in respect of the restructuring of the municipality.
9. The Authorizing By-law(s) and the Debenture By-law and the transactions
contemplated thereby do not conflict with, or result in a breach or violation of any statutory
provisions which apply to the Municipality or any agreement to which the Municipality is a party
or under which the Municipality or any of its property is or may be bound, or, to the best of my
knowledge, violate any order, award, judgment, determination, writ, injunction or decree
applicable to the Municipality of any regulatory, administrative or other government or public
body or authority, arbitrator or court.
DATED at The Corporation of The Municipality of Kincardine as at the 15th day of December,
2022.
lu ��Q���-L�
[AFFIX SEAL] Jennife Lawrie, Cl rk
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CERTIFICATE OF THE TREASURER
To: The Ross Firm Professional Corporation
And To: OILC
IN THE MATTER OF an issue of a 20 year(s), 4.42% serial debenture of
The Corporation of The Municipality of Kincardine (the "Municipality") in the
principal amount of $8,300,000.00 for Capital Work(s) of the Municipality
authorized by Debenture By-law Number 2022-173 (the "Debenture By-
law");
III AND IN THE MATTER OF authorizing by-laws of the Municipality
enumerated in Schedule "A" to the Debenture By-law.
This Certificate is issued pursuant to the financing agreement between OILC
and the Municipality effective May 10, 2021 (the "Financing Agreement").
Capitalized terms used herein and defined in the Financing Agreement have
the meanings ascribed to them in the Financing Agreement.
I, Roxana Baumann, Treasurer of the Municipality, DO HEREBY CERTIFY
THAT:
1. The Municipality has received from the Ministry of Municipal Affairs and Housing its
annual debt and financial obligation limit for the relevant years.
2. With respect to the undertaking of the capital work(s) described in the Debenture By-
law (the "Capital Work(s)"), before the Council of the Municipality authorized the Capital
Work(s),and before authorizing any additional cost amount and any additional debenture
authority in respect thereof (if any), the Treasurer calculated the updated relevant debt and
financial obligation limit in accordance with the applicable debt and financial obligation limits
• regulation (the "Regulation"). The Treasurer thereafter determined that the estimated annual
amount payable in respect of the Capital Work(s), each such additional cost amount and each
such additional debenture authority (if any), would not cause the Municipality to reach or to
exceed the relevant updated debt and financial obligation limit as at the date of the Council's
approval. Based on the Treasurer's determination, the Council of the Municipality authorized
the Capital Work(s),each such additional cost amount and each such additional debenture
authority (if any), without the approval of the Local Planning Appeal Tribunal pursuant to the
Regulation.
3. As at the date hereof the Municipality has not reached or exceeded its updated annual
debt and financial obligation limit.
4. In updating the relevant debt and financial obligation limit(s), the estimated annual
amounts payable described in the Regulation were determined based on current interest rates
and amortization periods which do not, in any case, exceed the lifetime of any of the purposes
of the Municipality described in such section, all in accordance with generally accepted
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accounting principles for local governments as recommended, from time to time, by the relevant
Public Sector Accounting Board.
5. Any issues that were raised in any audit conducted under paragraph 16 (a) of the
Financing Agreement have been resolved to the satisfaction of OILC in its sole discretion
and/or OILC has not required an audit under paragraph 16 (a) of the Financing Agreement or
such audit is not ongoing.
6. The term within which the debentures to be issued for the Municipality in respect of the
Capital Work(s) pursuant to the Debenture By-law are made payable does not exceed the
lifetime of such Capital Work(s).
7. The principal amount now being financed through the issue of debentures pursuant to
• the Debenture By-law in respect of the Capital Work(s) does not exceed the net cost of each
such Capital Work and does not exceed the Committed Amount for such Capital Work(s).
8. Expenditures on the Capital Work(s) have been made or will be made in an amount that
does not exceed the Committed Amount for such Capital Work(s), if OILC, in its sole discretion,
has agreed to purchase the debentures to be issued pursuant to the Debenture By-law prior to
making any Advance or prior to the expenditure of all or any portion of the Committed Amount
on the Capital Work(s).
9. The money received by the Municipality from the sale of the debentures issued pursuant
to the Debenture By-law, including any premium, and any earnings derived from the investment
of that money after providing for the expenses related to their issue, if any, shall be apportioned
and applied to the Capital Work(s), and to no other purpose except as permitted by the
Municipal Act, 2001.
10. As of the date hereof none of the events specified in paragraph 12(c) of the Financing
Agreement have occurred or are continuing.
11. On or before December 15, 2022, I as Treasurer signed the fully registered serial
debenture numbered 2022-173 in the principal amount of $8,300,000.00 dated December 15,
S2022, registered in the name of Ontario Infrastructure and Lands Corporation and authorized
by the Debenture By-law (the "OILC Debenture").
12. On or before December 15, 2022, the OILC Debenture was signed Kenneth Craig,
Mayor of the Municipality at the date of the execution and issue of the OILC Debenture, the
OILC Debenture was sealed with the seal of the Municipality, the OILC Debenture is in all
respects in accordance with the Debenture By-law and in issuing the OILC Debenture the
Municipality is not exceeding its borrowing powers.
13. The said Kenneth Craig, is the duly elected Mayor of the Municipality and that I am the
duly appointed Treasurer of the Municipality and that we were severally authorized under the
Debenture By-law to execute the OILC Debenture in the manner aforesaid and that the OILC
Debenture is entitled to full faith and credence.
14. No litigation or proceedings of any nature are now pending or threatened, attacking or
in any way attempting to restkain or enjoin the issue and delivery of the OILC Debenture or in
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any manner questioning the proceedings and the authority under which the same is issued, or
affecting the validity thereof, or contesting the title or official capacity of the said Mayor or myself
as Treasurer of the Municipality, and no Mayor or proceedings for the issuance of the OILC
Debenture or any part of it has been repealed, revoked or rescinded in whole or in part.
15. The representations and warranties of the Municipality set out in paragraph 2 of the
Financing Agreement were true and correct as of the date of the request to purchase the
debentures in respect of the Capital Work(s) pursuant to the Debenture By-law and are true
and correct as of the date hereof and the Municipality is not in material default of any of its
obligations under such Financing Agreement.
DATED at The Corporation of The Municipality of Kincardine as at the 15th day of December,
2022.
[AFFIX SEAL] Roxana Baumann, Treasurer
I, Jennifer Lawrie, Clerk of the Municipality do hereby certify that the signature of
Roxana Baumann, Treasurer of the Municipality described above, is true and genuine.
•
[AFFIX SEAL] Jennif r Lawrie,IC erk
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