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HomeMy WebLinkAbout05 121 OSIFA Water supply e e e e . ..: 'ß,' ,\ \, THE CORPORATION OF THE MUNICIPALITY OF KINCA INE BY-LAW BY-LAW NO. 2005 - 121 BEING A BY·LAW TO AUTHORIZE THE BORROWI DEBENTURES IN THE AMOUNT OF $1,800,000.00 T COST OF THE CONSTRUCTION OF THE KINC INVERHURON WATER SUPPLY PROJEC WHEREAS the Municipal Act, 2001, S.O. 2001, c. 25, as ame ded (the "Act") provides that a municipality may incur a debt for municipal purpo es, whether by borrowing money or in any other way, and may issue debentures and prescribed financial instruments and enter prescribed financial agreements or or in relation to the debt; AND WHEREAS the Council of The Corporation of the Municipali of Kincardine (the "Municipality") has passed the by-laws enumerated in column (1) of Schedule "A" attached hereto and forming part of this by-law uthorizing the projects described in column (2) of Schedule "A" (individua Iy a "Project", collectively, the "Projects"), and authorizing the entering into f a Financing Agreement for the provision of temporary borrowing from OSIFA i respect of the Projects (the "Financing Agreemenr) and desires to issue deb ntures for the Projects in the respective amounts specified in column (5) of Sch ule "A"; AND WHEREAS before authorizing each Project the Muni ipality had its Treasurer update its most recent annual debt and financial bligation limit received from the Ministry of Municipal Affairs and Housing in a rdance with the applicable regulation and, prior to authorizing each Project the Treasurer determined that the estimated annual amount payable in respe of the Project would not cause the Municipality to exceed the updated limi and that the approval of the Project by the Ontario Municipal Board was not re uired; . AND WHEREAS the Municipality has submitted an application to the Ontario Strategic Infrastructure Financing Authority ("OSIFA") for long- rm borrowing through the issue of debentures to OSIFA in respect of th Projects (the "Application") and the Application has been approved; AND WHEREAS to provide long-term financing for the Proje and to repay certain temporary advances in respect of the Projects made by IFA pursuant to the Financing Agreement dated effective as of June 11, 2004 (the "Advances"), it is now expedient to issue 2.35% amortizing de ntures in the amount of $1,800,000.00 in lawful money of Canada, payable s mi-annually in instalments of combined (blended) principal and interest n each year commencing on February 15, 2006 and ending on August 15, 202 on the terms hereinafter set forth; AND WHEREAS on May 18, 2004 a regulation was filed whic changed the name of the Ontario Municipal Economic Infrastructure Finan ing Authority ("OMEIFA") to the Ontario Strategic Infrastructure Financing Autho 'ty ("OSIFA"). .. ./2 e e e e Page 2 By-law No. 2005 - 121 OSIFA Water Pipeline Borrowing By-law NOW THEREFORE the Council of The Corporation of th Municipality of Kincardine ENACTS as follows: , For the Projects, the borrowing upon the credit of the unicipality of the sum of $1,800,000.00 and the issue of debentures th refore upon the credit of the Municipality to be repaid in semi-annu I instalments of combined (blended) principal and interest as hereina er set forth, are hereby authorized. 2. The Mayor and the Treasurer of the Municipality are he by authorized to cause any number of debentures to be issued for such s ms of money as may be required for the Projects in definitive forms, not xceeding in total the said sum of $1,800,000.00 (the "Debentures"). The ebentures shall bear the Municipality's municipal seal and the signatures f the Mayor and the Treasurer of the Municipality, all in accordance with he provisions of the Act. The municipal seal of the Municipality and the si natures referred to in this section may be printed, lithographed, engra ed or otherwise mechanically reproduced. The Debentures are sufficien Iy signed if they bear the required signatures and each person signing ha the authority to do so on the date he or she signs. 4. 1. 3. The Debentures shall be in fully registered form a one or more certificates in the aggregate principal amount of $1,80 ,000.00, in the name of OSIFA, substantially in the form attached as Sc edule "B" hereto and forming part of this By-law with provision for paymen of principal and interest (other than in respect of the final payment f principal and outstanding interest on maturity upon presentation and s rrender) by pre- authorized debit in respect of such principal and interes to the credit of such registered holder on such terms as to which the r gistered holder and the Municipality may agree. In accordance with· the provisions of section 18 of the ntario Strategic Infrastructure Financing Authority Act, 2002 as security fo the payment by the Municipality of the indebtedness of the Municipality 0 OSIFA under the Debentures (the "Obligations"), the Municipality is her y authorized to agree in writing with OSIFA that the Minister of Finance is entitled, without notice to the Municipality, to deduct from money appr priated by the Legislative Assembly of Ontario for payment to the Mun ipality, or from money appropriated by such Assembly for payment to th Municipality in respect of such matters as may be specified, amounts n exceeding the amounts that the Municipality fails to pay to OSIFA on account of the Obligations and to pay such amounts to OSIFA. The Debentures shall all be dated the 15th day of August, 2005 and shall be issued within two years after the day on which this By law is enacted, and as to both principal and interest shall be expressed a be payable in lawful money of Canada. The Debentures shall bear intere t from the date thereof at the rate of 2.35% per annum payable semi-ann ally in arrears, as part of the semi-annual instalments described in thi section. The Debentures shall be paid in full by August 15, 2020 a d semi-annual instalments of combined (blended) principal and interest s all be payable on February 15th and August 15th and commencing Feb ary 15, 2006 in each of the years during the currency of the Debentures a set forth in the amortization schedule set forth in Schedule "C" attach d hereto and forming part of this By-law (the "Schedule "CO). 5. . ../3 e e e e Page 3 By-law No. 2005 - 121 OSIFA Water Pipeline Borrowing By-law Payments in respect of principal of and interest on the Debentures shall be made only on a day on which banking institutions in Toronto, Ontario, are not authorized or obligated by law or executive ord r to be closed (a ''Toronto Business Day") and if any date for payment is not a Toronto Business Day, payment shall be made on the next ollowing Toronto Business Day. 7. Interest shall be payable to the date of maturity of the D bentures and on default shall be payable both before and after default an judgment. Any amounts payable by the Municiþality as interest on ov rdue principal or interest in respect of the Debentures shall be paid out 0 current revenue. Whenever it is necessary to compute any amount of int st 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 he period and a year of 365 or 366 days as appropriate. 6. 8. In each year in which a payment of an instalment of co bined (blended) principal and interest becomes due, there shall be rais as part of the general levy the amounts of principal and· interest payabl in each year as set out in Schedule "C" to the extent that the amoun have not been provided for by any other available source including othe taxes or fees or charges imposed on persons or property by a by-law of a y municipality. The Debentures may contain any provision for their re istration thereof authorized by any statute relating to municipal debentu s in force at the time of the issue thereof. 9. 10. The Municipality shall maintain a registry in respect of th Debentures in which shall be recorded the names and the addresses f the registered holders and particulars of the Debentures held by them re pectively and in which particulars of the cancellation, exchanges, s bstitutions and transfers of Debentures, may be recorded and the Municipality is authorized to use electronic, magnetic or other media ~ r records of or related to the Debentures or for copies of them. 11. The Municipality shall not be bound to see to the execu ion of any trust affecting the ownership of any Debenture or be affected y notice of any equity that may be subsisting in respect thereof. The unicipality shall deem and treat registered holders of Debentures as the bsolute owners thereof for all purposes whatsoever notwithstanding an notice to the contrary and all payments to or to the order of registered olders shall be valid and effectual to discharge the liability of the Mu icipality on the Debentures to the extent of the sum or sums so paid. Wh re a Debenture is registered in more than one name, the principal of a d interest from time to time payable on such Debenture shall be paid to 0 to the order of all the joint registered holders thereof, failing written ins ructions to the contrary from all such joint registered holders, andsuc payment shall constitute a valid discharge to the Municipality. In the cas of the death of one or more joint registered holders, despite the foregoi g provisions of this section, the principal of and interest on any Debentu s registered in their names may be paid to the survivor or survivors of s ch holders and such payment shall constitute a valid discharge to the Mun ipality. ., ./4 e e e e Page 4 By-law No. 2005 - 121 OSIFA Water Pipeline Borrowing By-law 12. The Debentures will be transferable or exchangeable a the office of the Treasurer of the Municipality upon presentation ~ r such purpose accompanied by an instrument of transfer or exchange i a form approved by the Municipality and which form is in accordance ith the prevailing Canadian transfer legislation and practices, executed y the registered holder thereof or such holder's duly authorized attomey or legal personal representative, whereupon and upon registration of uch transfer or exchange and cancellation of the Debenture or Debentu s presented, the Mayor and the Treasurer shall issue and deliver a n w Debenture or Debentures of an equal aggregate principal amount i any authorized denomination or denominations as directed by the trans ree, in the case of a transfer or as directed by the registered holder i the case of an exchange. 13. The Mayor and the Treasurer shall issue and deliver n w Debentures in exchange or substitution for Debentures outstanding on the registry with the same maturity and of like form which have bec me lost, stolen, mutilated, defaced or destroyed, provided that the applic nt therefore shall have: (a) paid such costs as may have been incu d in connection therewith; (b) (in the case ofa lost, stolen or dest yed Debenture) fumished the Municipality with such evidence (including e idence as to the certificate number of the Debenture in question) and ind mnity in respect thereof satisfactory to the Municipality in its discretion; .an (c) surrendered to the Municipality any mutilated or defaced Debentu s in respect of which new Debentures are to be issued in substitution. 14. The Debentures issued upon any registration of transfer r exchange or in substitution for any Debentures or part thereof shall ca all the rights to interest if any, accrued and unpaid which were rried by such Debentures or part thereof and shall be so dated and sh II 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 espect 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 e bome by the Municipality. When any of the Debentures are surrender for transfer or exchange the Treasurer of the Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures surrende d for exchange; (b) in the case of an exchange, certify the cancellation a d destruction in the registry; and (c) enter in the registry particulars of th new Debenture or Debentures issued in exchange. 16. Reasonable fees for the substitution of a new De enture or new Debentures for any of the Debentures that are lost, s len, mutilated, defaced or destroyed and for the replacement of lost, olen, mutilated, defaced or destroyed principal and interest cheques ma be imposed by the Municipality. Where new Debentures are issued i substitution in these circumstances the Municipality shall: (a) treat a cancelled and destroyed the Debentures in respect of which new De entures will be issued in substitution; (b) certify the deemed cancellation and destruction in the registry; (c) enter in the registry particulars of the ew Debentures issued in substitution; and (d) make a notation of ny indemnities provided. 17. Except as otherwise expressly provided herein, any notic required to be given to a registered holder of one or more of the De entures will be sufficiently given if a copy of such notice is mailed or oth rwise delivered to the registered address of such registered holder. . ../5 e e e e Page 5 By-law No. 2005 - 121 OSIFA Water Pipeline Borrowing By-law 18. The Mayor and the Treasurer are hereby authoriz to cause the Debentures to be issued, the Clerk and Treasurer are i dividually hereby authorized to generally do all things and to execute al documents and other papers in the name of the Municipality in order to rry out the issue of the Debentures and the Treasurer is authoriz d to affix the Municipality's municipal seal to any of such documents a d papers. 19. The proceeds realized in respect of the Debentures, afte providing for the expenses related to their issue, if any, shall be apportion d and applied for the Project and for no other purpose except as permitted by the Act. 20. Subject to the Municipality's investment policies and goal ,the applicable legislation and the terms and conditions of the Debentu s, the Municipality may, if not in default under the Debentures, t any time purchase any of the Debentures in the open market or b tender or by private contract at any price and on such terms and cond ions (including, without limitation, the manner by which any tender offer ay be communicated or accepted and the persons to whom it ay be addressed) as the Municipality may in its discretion dete ine. 21. This By-law shall come into full force and effect upon its Inal passage. 22. This By-law may be cited as the ·OSIFA Kincardine to In erhuron Water Supply Borrowing By-law". READ a FIRST and SECOND TIME this 3rd day of August 200 . READ a THIRD TIME and FINALLY PASSED this 3rd day of A gust 2005. .JJJ, __;( A Máyor Irk e e e e Page 6 By-law No. 2005 - 121 OSIFA Water Pipeline Borrowing By-law THE CORPORATION OF THE MUNICIPALITY OF KIN ARDINE By-law (1) 2003-103 2003-130 2004-75 Schedule "A" to By-law Number 2005-121 Approved Amount to be Financed Through the Issue of Debentures (3) $1,800,000. Project Description (2) Construction of the Kincardine to Inverhuron Water Supply Project Amount of Debentures Previously Issued (4) NIL ount of D bentures to be Issued (5) $ ,800,000. Term of Years of. Debentures (6) 15 "r -...ct No. 2005-01 This is Schedule ,,~ " to By-taw No.~""'- ,LI p_e~"! rd day tf..:~t u--~~. -.. ré-- . . ~~DA ': . '''' . ., Province of Ontario THE CORPORATION OF THE MUNICIPALITY OF KIN 1,800,000.00 FULLY REGISTERED 2.35% DEBENTURE THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE for valu received, hereby promises to pay to ONTARIO STRATEGIC INFRASTRUCTURE FINANCING UTHORITY or registered assigns, subject to the Conditions attached hereto which fo Conditions), upon presentation and surrender of this debenture by the ma August 15, 2020, the principal sum of ONE MILLION EIGHT HUNDRED THOUSAND DOL --- ($1,800,000.00) ------ part hereof (the rity date of this debenture by semi-annual installments of combined (blended) principal and interest i the manner and in the amounts set forth in the attached Amortization Schedule (the Amortization Schedule) and subject to late payment interest charges pursuant to the Conditions, in lawful money f Canada. Interest shall be paid until the maturity date of this debenture in like money from the 15 day of August, 2005 or from the last date on which interest has been paid on this debenture, whic ever is later at the rate of 2.35% per annum, in arrears, on the specified dates, as set forth in the A ortization Schedule (each, a Payment Date) in the manner provided in the Conditions. Interest shall e paid on default at the applicable rate set out in the Conditions both before and after default and udgment. The payments of principal and interest and the principal balance outstanding in each yea are shown in the Amortization Schedule. The Municipality, pursuant to section 18 of the Ontario Strategic Infrastru ure Financing Authority Act, 2002, (the OSIFA Act, 2002) hereby irrevocably agrees that the Minis er of Finance is entitled, without notice to the Municipality, to deduct from money appropriated by e Legislative Assembly of Ontario for payment to the Municipality, or from money appropriated by s ch Assembly for payment to the Municipality in respect of such matters as may be specified, amoun not exceeding any amounts that the Municipality fails to pay to OSIFA on account of the ind tedness evidenced by this debenture, and to pay such amounts to OSIFA. This debenture is subject to the Conditions. DATED at the Municipality of Kincardine this 15th day of August 2005. IN TESTIMONY WHEREOF and under the authority of By-law Number 2 05-121 of the Municipality duly passed on the 3rd day of August, 2005 (the By-law), this debenture is sealed with the municipal seal of the Municipality and signed by the Mayor and by the Treasurer th reof. ~~ --tÞ4--J.... Glenn R. Sutton, Mayor Brenda Fre ch, Tre -r,,-ü<A<.,.-< fI' Date of Registration: 15th day of August, 2005 JV...t. Á . (seal) OSIF A hereby agrees that the Minister of Finance is entitled to exercise certain rights of OSIF A Act, 2002 as described in tJús debenture. ·on pursuant to section 18 of the Ontario Strategic Infi'astructure Financing uthority b: Authorized Si . Officer '. .. LEGAL OPINION We have examined By-law Number 2005-121 (the By-law) of The Corpora ion of the Municipality of Kincardine (the Municipality) authorizing the issue of d bentures in the principal amount of $1,800,000.00 dated August 15, 2005 and maturi g on August 15, 2020 and payable in semi-annual instalments of combined (blended) rincipal and interest on February 15th and August 15th in each year commencing on Febru ry 15, 2006 and ending on August 15, 2020, both inclusive. In our opinion, the By-law has been properly passed and is within the lega powers of the Municipality. The debenture issued under the By-law in the within fo (the Debenture) is the direct, unsecured and unsubordinated obligation of the Municipal' . The Debenture is enforceable against the Municipality subject to the special jurisdiction and powers of the Ontario Municipal Board over defaulting municipalities under the Mu 'cipal Affairs Act. This opinion is subject to and incorporates all the assumptions, qualificatì ns and limitations set out in our opinion letter. August 15,2005 White, Duncan, Linton LLP ,._4 - ~ Conditions the Debenture Page 1 of 4 AMORTIZING CONDITIONS OF THE DEBENTURE Form, Denomination, and Ranking of the Debenture 1. The debentures issued pursuant to the By-law (collectively t e "Debentures" and individually a "Debenture") are issuable as fully registered Debentures without coupons. 2. The Debentures are direct, unsecured and unsubordinate obligations of the Municipality. The Debentures rank concurrently and e ally in respect of payment of principal and interest with all other debenture 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 registe ed in the name of OSIFA and held by OSIFA. Realstratlon 4. The Municipality shall maintain at its designated office a regi try in respect of the Debentures in which shall be recorded the names and t e addresses of the registered holders and particulars of the Debentures held y them respectively and in which particulars of the cancellation, exchange , substitutions and transfers of Debentures, may be recorded and the Municip lity is authorized to use electronic, magnetic or other media for records 0 or related to the Debentures or for copies of them. Title 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 0 any equity that may be subsisting in respect thereof. The Municipality shall dee and treat registered holders of Debentures, including this Debenture, as the ab lute 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 alid and effectual to discharge the liability of the Municipality on the Debenture to the extent of the sum or sums so paid. Where a Debenture is registered in ore than one name, the principal of and interest from time to time payable on su h Debenture shall be paid to or to the order of all the joint registered holders t ereof, failing written instructions to the contrary from all such joint registere holders, and such payment shall constitute a valid discharge to the Municipal' . In the case of the death of one or more joint registered holders, despite the ~ regoing provisions of this section, the principal of and interest on any Debentu s registered in their names may be paid to the survivor or survivors of su h holders and such payment shall constitute a valid discharge to the Municipali . , . . Conditions the Debentnre Page % of 4 AMORTIZING Payments of PrinciDal and Interest 6. The record date for purposes of payment of principal of nd 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 nd interest on the Debentures are payable by the Municipality to the persons r isterad as holders in the registry on the relevant record date. The Municipality hall not be required to register any transfer, exchange or substitution of Debentu s during the period from any record date to the corresponding Payment Date. 7. The Municipality shall make all payments in respect of se -annual instalments of combined (blended) principal and interest on the D bentures on each Payment Date commencing on February 15, 2006 (other t n in respect of the final payment of principal and outstanding interest on maturi which shall be paid upon presentation and surrender of this Debenture), by pr -authorized debit in respect of such interest and principal to the credit of the gistereCI holder on such terms as the Municipality and the registered holder ma agree. 8. The Municipality shall pay to the registered holder interest 0 any overdue amount of principal or interest in respect of any Debenture, th before and after default and judgment. at a rate per annum equal to Prime R e (as defined below) plus 200 basis points, calculated on a daily basis fro the date such amount becomes overdue for so long as such amount remai s overdue and the Municipality shall pay to the registered holder any and all co ts incurred by the registered holder as a result of the overdue payment. 9. Whenever it is necessary to compute any amount of inter st in respect of the Debentures for a period of less than one full year, other han with respect to regular semi-annual interest payments, such interest shall e calculated on the basis of the actual number of days in the period and a yea of 365 days or 366 days as appropriate. 10. Payments in respect of principal of and interest on the Deb tures shall be made only on a day on which banking institutions in Toron 0, Ontario, are not authorized or obligated by law or executive order to closed (a "Toronto Business Day"), and if any date for payment is not a T nto Business Day, payment shall be made on the next following Toronto B siness Day and no further interest shall be paid in respect of the delay in such ayment. 11. The Debentures are transferable or exchangeable at the 0 Ice 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 t nsfer legislation and practices, executed by the registered holder thereof 0 such holder's duly authorized attorney or legal personal representative, ereupon and upon registration of such transfer or exchange and cancellatio of the Debenture or Debentures presented, a new Debenture or Debentures 0 an equal aggregate '10." .. Conditions f the Debenture Page 3 of 4 AMORTIZING principal amount in any authorized denomination or de ominations will be delivered as directed by the transferee, in the case of a tran er or as directed by the registered holder in the case of an exchange. 12. The Municipality shall issue and deliver new Debentur s in exchange or substitution for Debentures outstanding on the registry wit the same maturity and of like form which have become lost, stolen, mutilated, d aced or destroyed, provided that the applicant therefore shall have: (a) paid suc costs as may have been incurred in connection therewith; (b) (in the case f a lost, stolen or destroyed Debenture) fumished the Municipality with such evidence (including evidence as to the certificate number of the Debentu in question) and indemnity in respect thereof satisfactory to the Municipality n its discretion; and (c) surrendered to the Municipality any mutilated or def ced Debentures in respect of which new Debentures are to be issued in substitu ion. 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 matu 'ty date and, subject to the provisions of the By-law, shall be subject to the same erms and conditions as the Debentures in respect of which the transfer, excha ge or substitution is effected. 14. The cost of all transfers and exchanges, including the p 'nting of authorized denominations of the new Debentures, shall be bome by th Municipality. When any of the Debentures are surrendered for transfer or excha ge the Treasurer of the Municipality shall: (a) in the case of an exchange, ca cel and destroy the Debentures surrendered for exchange; (b) in the case of an xchange, certify the cancellation and destruction in the registry; and (c) e ter in the registry particulars of the new Debenture or Debentures issued in ex hange. 15. Reasonable fees for the substitution of a new Debenture 0 new Debentures for any of the Debentures that are lost, stolen, mutilated, defa d or destroyed and for the replacement of lost, stolen, mutilated, defaced or de troyed principal and interest cheques may be imposed by the Municipality. W re new Debentures are issued in substitution in these circumstances the Muni ipality shall: (a) treat as cancelled and destroyed the Debentures in respect of w ich new Debentures will be issued in substitution; (b) certify the deemed cancell tion and destruction in the registry; (c) enter in the registry particulars of the ne Debentures issued in substitution; and (d) make a notation of any indemnities p vided. Notices 16. Except as otherwise expressly provided herein, any notice r quired to be given to a registered holder of one or more of the Debentures will b sufficiently given if a copy of such notice is mailed or otherwise delivered to the egistered address of ........ .:. Conditions tbe Debenlnre Page 4 of 4 AMORTIZING such registered holder. If the Municipality or any registered give any notice in connection with the Debentures on or be~ day is not a Toronto Business Day (as defined in section 10 then such notice may be given on the next following Toronto older is required to any day and that these Conditions) usiness Day. Time 17. Unless otherwise expressly provided herein, any reference h rein to a time shall be considered to be a reference to Toronto time. Governina Law 18. The Debentures are govemed by and shall be construed in ccordance with the laws of the Province of Ontario and the federal laws of C nada applicable in Ontario. Definitions: ·Prime Rate" means, on any day, the annual rate of interest hich is the arithmetic mean of the prime rates announced from time to ti e by the five major Canadian Schedule I banks, as of the issue date of this De nture, Royal Bank of Canada, Canadian Imperial Bank of Commerce, The Ban of Nova Scotia, Bank of Montreal and The Toronto-Dominion Bank (the "R rence Banks") as their reference rates in effect on such day for Canadian dolla commercial loans made in Canada. If fewer than five of the Reference Banks q ote a prime rate on such days, the ·Prime Rate" shall be the arithmetic mean of t e rates quoted by the remaining Reference Banks. ThIs Is ~. ~ wfoBy-Law No. JooS".Il.' r--ddlø~day L{~ko~/~ .. Municipality Namo: Pttnctpal Amount ($): Ann.ollntoroat Rate (%): Loan Tonn (Y....): ~tu.. Date (mIdIyyyy): Maturity Date (mIdIyyyy): Payment Frequency: Loan Typo: AmortIzIng Debenture Schedule Tho Municipality of Klncardino $1.800,000.00 2.35% 15 811512005 811712020 SemIAnnual AmortIze 211512006 $71.543.21 $50.393.21 .00 $1.749.606.79 811512006 $71.543.21 $50,985.33 .88 $1.698.621.46 211512007 $71,543.21 $51,5&1.41 $19.9 .80 $1.647.037,05 811512007 $71,543.21 $52,190.52 $19.35 .69 $1.594.846.53 211512008 $71.543.21 $52,803.76 $16.73 .45 $1.5012.042.77 811512006 $71,543.21 $53.424.21 $18.11 .00 $1.488.618.56 211612009 $71.543.21 $54.051.94 $17.49 .27 $1.434,566.62 8111/2009 $71.543.21 $54.687.05 $16. .16 $1.379,679.57 211512010 $71.543.21 $55.329.63 $16.21.58 $1,324,549.94 811612010 $71.543.21 $55,979.75 $15 .46 $1,268.570.19 211512011 $71,543.21 $56.637.51 $14. .70 $1,211.932.68 811512011 $71.543.21 $57.303.00 $14,2 .21 $1.1501,629.68 211512012 $71,543.21 $57.976.31 $13. .90 $1.096.653.37 811512012 $71,5013.21 558.657.53 $12. .68 $1.037.995.84 211512013 $71.543.21 559.346.76 $12.1 .45 $978.849.08 811512013 $71.5013.21 $60.0.44.08 $11.4 .13 $918,605.00 211712014 $71.543.21 $60.749.60 $10.7 .61 $857,855.40 811512014 $71,543.21 $61.463.41 $10.0 .80 $796.391.99 211612015 $71,543.21 $62.185.60 $9.3 .61 $734.206.39 8117/2015 $71.543.21 $62,916.28 $8,6 .93 $671.290.11 211512016 $71.5013.21 $63,655.55 $7. .66 $607.634.56 811512016 $71,5013.21 $84.403.50 $7,1 .71 $5013.231.06 211512017 $71.5013.21 $65,180.25 $6, .96 $478,070.81 811512017 $71.5013.21 $65.925.88 $5.6 7.33 $412.144.93 211512018 $71.5013.21 $66,700.51 $4. .70 $345,444.42 811512018 $71,543.21 $67,484.24 $4,0 8.97 $277,960.18 211512019 $71,543.21 $68,277.18 $3, .03 $209.683.00 AcUveReports Evaluation. Copyright 2002-2004 (c) Oeta Dynamica, Ltd. AU Rights Reserved. This is SMMu1e .. .£.. II to.By-Law No.;t..,.-,. ., passed 1be ....,( day ~~~ Mayor Clerk. .4 Ac:tivøReporte Evaluation. CopyIight 2002-2004 (e) Da Dynamics. Ltd. All Riglrt1i ROS8!V8d. CERTIFICATE TO: White, Duncan, Linton LLP IN THE MATTER OF an issue of 2.35% amortiz g debenture of the Corporation of The Municipality of Kincardine (the "Municipality") in the aggregate princi al amount of $1,800,000.00 authorized by Debenture By-l w Number 2005-121 (the "Debenture By-law") I, Rosaline Graham, Clerk of the Municipality, refer to my D aration in respect of the above-referenced matter declared on 5th day of August, 2005. I hereby c ify that all statements contained in such declaration are true and COlTect as at the date her of. DATED at the Municipality of Kincardine as at the 15th day of ugust, 2005. r-. Rosaline :!. ..,.,. DECLARATION TO: White, Duncan, Linton LLP IN THE MATTER OF an issue of 2.35% amortiz' g debenture of the Corporation of The Municipality of Kincardine (the "Municipality") in the aggreg te principal amount of $1,800,000.00, authorized y Debenture By-law Number 2005-121 (the "Deben By-law") I, Rosaline Graham, of the Municipality of Kincardine, in do solemnly declare that: 1. I am the Clerk of the Municipality and as such have a perso knowledge of the matters herein declared to. 2. The Debenture By-law was finally passed and enacted by th Council of the Municipality on the 3rd day of August, 2005 in full compliance with the nicipal Act, 2001, as amended (the "Act'') at a duly called meeting at which a quorum was prese t. Forthwith after the passage of the Debenture By-law, the same was signed by the Mayor d the Clerk and sealed with the municipal seal of the Municipality. eferred to in Council of the was present. by the Mayor and 3. All of the authorizing by-laws (the "Authorizing By-laws") Schedule "A" to the Debenture By-law have been enacted and passed by Municipality in full compliance with the Act at meetings at which a quo Forthwith after the passage of the Authorizing By-laws the same were sign by the Clerk and sealed with the municipal seal of the Municipality. 4. For the project described in the Debenture By-law (the "Pro ect''), before the Council of the Municipality exercised any of its powers in respect of the ~ect, the Council caused its Treasurer to calculate an updated annual debt and financial obli tion limit. Before the Council of the Municipality approved the Project, the Treasurer detenn ed that the estimated annual amount payable in respect of the Project would not cause the Muni 'pality to reach or exceed its updated limit, with the result that the Council of the Municipali authorized the Project without the approval of the Ontario Municipal Board. 5. No application has been made or action brought to quash, s t aside or declare invalid the Debenture By-law or the Authorizing By-laws nor have the s e been in any way repealed, altered or amended except insofar as some of the Authorizing By laws may have been amended by any of the Authorizing By-laws set forth in Schedule "A" and he Debenture By-law and the Authorizing By-laws are now in full force and effect. 6. All of the recitals contained in the Debenture By-law and th Authorizing By- laws are true in substance and fact. 7. To the extent that the public notice provisions of the Act ar Authorizing By-laws have been enacted and passed by the Council of the compliance with the applicable public notice provisions of the Act. 8. None of the debentures authorized to be issued by the Auth rizing By-laws have been issued except for the debentures in the amount of$I,800,OOO.OO whi are now being issued to the Ontario Strategic Infrastructure Financing Authority pursuant to the Debenture By- law (the "OSIFA Debentures"). y-law (the of the Municipality. e By-law and in ng powers. 9. The amount now being debentured in respect of the Project oes not exceed the net cost of the Project to the Municipality. 10. The debenture certificate issued pursuant to the Debenture "Debenture Certificate'') has been signed by the Mayor and by the Treas The Debenture Certificate is in all respects in accordance with the Deben issuing the OSIF A Debentures, the Municipality is not exceeding its borro · .. -2- 11. The Municipality is not subject to any restructuring order, th the result that no approval of the Authorizing By-laws and of the Debenture By-law and/or 0 the issue of the OSIF A Debentures is required by any transition board or commission appo ted in respect of the restructuring of the municipality. 12. I certifY that no litigation or proceedings of any nature are n w pending or threatened, attacking or in any way attempting to restrain or enjoin the issu and delivery of the OSIFA Debenture authorized under the Debenture By-law, or in any mann r questioning the proceedings and authority under which the same is issued, or the capacity f the said Mayor or of the said Treasurer of the Municipality, and no authority or proceedings for e issuance of the OSIF A Debenture or any part of it have been repealed, revoked or rescind in whole or in part. 13. I further certifY that the Authorizing By-laws and the Deb By-law and the transactions contemplated thereby do not conflict with, or result in a breac or violation of any statutory provisions which apply to the Municipality or any agreement to hich the Municipality is a party or under which the Municipality or any of its property is or may e bound, or, to the best of my knowledge, violate any order, award, judgment, determination, 't, injunction or decree applicable to the Municipality of any regulatory, administrative or er government or public body or authority, arbitrator or court. AND I MAKE this solemn declaration conscientiously beli ving it to be true and knowing that it is of the same force and effect as ifmade under oath and b virtue of the Canada Evidence Act. A~etc. ~m' DECLARED BEFORE ME ) at the Municipality of Kincardine, in ) the Province of Ontario, ) this 5th day of August, 2005 AFFIX SEAL KATHRYN JEAN FREIMANIS, a Corrmlss/oner efc.. County of Bruce, for Mahood & ~ . Barristers and Solicitors. ' Expires April 16. 2007. CERTIFICATE OF SIGNATURE AND NO LITIGA ON TO: White, Duncan, Linton LLP IN TIlE MATTER OF an issue of 2.35% amortiz g debenture of the Corporation of The Municipality of Kincardine (the "Municipality") in the aggre te principal amount of $1,800,000.00, authorized by Debenture By-law Number 2005-121 (the "Deben By-law") 1, Brenda French, Treasurer of the Municipality, do hereby certify that on rbefore August 15, 2005, I as Treasurer, signed the fully registered amortizing debenture num ered 2005-01 in the amount of$I,8oo,000.00 dated August 15, 2005, registered in the name 0 The Ontario Strategic Infrastructure Financing Authority and authorized by the Debenture By-la (the "OSIF A Debenture''). I further certify that on or before August 15, 2005, the OSIF Debenture was signed by Glenn R. Sutton, Mayor of the Municipality at the date of the executio and issue of the OSIFA Debenture, that the OSIFA Debenture was sealed with the seal of e Municipality, and that the OSIF A Debenture is in all respects in accordance with the Deben e By-law. I further certify that the said Glenn R. Sutton is the duly elect Mayor of the Municipality and that I am the duly appointed Treasurer of the Municipal ty and that we were severally authorized under the Debenture By-law to execute the OSIF A ebenture in the manner aforesaid and that the OSIF A Debenture is entitled to full faith and cred ceo I further certify that no litigation or proceedings of any natur are now pending or threatened, attacking or in any way attempting to restrain or enjoin the i ue and delivery of the OSIF A Debenture or in any manner questioning the proceedings and the uthority under which the same is issued, or affecting the validity thereof, or contesting the tit! or official capacity of the said Mayor or myself as Treasurer of the Municipality, and no autho "ty or proceedings for the issuance of the OSIF A Debenture or any part of it has been repealed, revoked or rescinded in whole or in part. DATED at the Municipality of Kincardine as at the 15th day f August, 2005. ~ Brenda French Treasurer I, Rosaline Graham, Clerk of The Corporation of the Muni 'pality of Kincardine do hereby certify that the signature of Brenda French, the Treasurer ofTh Corporation of the Municipality of Kincardine described above, is trI1~and.genuine.-__ // ~.~ Rosaline Graham Clerk CERTIFICATE To: White, Duncan, Linton LLP IN THE MATTER OF an issue of2.35% debenture of Corporation of The Municipality of Kincardine ( "Municipality'') in the aggregate principal amount f $1,800,000.00, authorized by Debenture By-law Num er 2005-121 (the "Debenture By-law'') I, Brenda French, Treasurer of the Municipality, DO HEREBY C TIFY THAT: 1. The Municipality has received ftom the Ministry of Municipal Aft1. and Housing its annual debt and financial obligation limit for the year 2003 (the "2 03 Limit)!. 2. With respect to the undertaking described in the Debenture By-law (the "Project"), before the Council of the Municipality authorized the project, described' Schedule "A" to the Debenture By-law (the "Project''), the Treasurer updated the 2003 imitl in accordance with Ontario Regulation 403/02 (the "Regulation") and determin that the estimated annual amount payable in respect of the Project, would not cause e Municipality to reach or to exceed its updated limit as at the date of the Council's roval of the Project, and the Treasurer determined that the approval of the Ontario M 'cipal Board under the Ontario Municipal Board Act was not required. 3. As at the date hereof the Municipality has not reached or exceed its updated 2005 Limir. 4. In updating the 2003 Limit! , the estimated annual amount payabl described in Section 4(2) of the Regulation was detennined based on current interest r tes and amortization periods which do not, in any case, exceed the lifetime of any of purposes of the Municipality described in such section, all in accordance with the recommendations of the Public Sector Accounting Board. 5. The term within which the debentures to be issued for the Munic' ality in respect of the Project pursuant to the Debenture By-law are made payable does ot exceed the lifetime of the Project. 6. The amount now being debentured in respect of the Project does ot exceed the net cost of the Project to the Municipality. DATED at the Municipality of Kincardine as at the 15th day of August, 005. 1 Limit used when authorizing the Project 2 Most recent limit received from MMAH