HomeMy WebLinkAbout23 173 Queen Street Sewer Main Replacement Borrowing By-law Document# 12C (DB)
DEBENTURE BY-LAW—AMORTIZER — MONTHLY — STRAIGHT TO DEBENTURE
Single Tier
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
BY-LAW NUMBER 2023-173
A BY-LAW OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE TO
AUTHORIZE THE BORROWING UPON AMORTIZING DEBENTURES IN THE PRINCIPAL
AMOUNT OF $4,556,500.00 TOWARDS THE COST OF THE
QUEEN ST SEWER MAIN 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 "Municipality") has passed the By-law(s) enumerated in column (1) of
Schedule "A" attached hereto and forming part of this By-law to authorize the capital work(s)
described in column (2) of Schedule "A" (the "Capital Work(s)"), to authorize the long-term
borrowing from Ontario Infrastructure and Lands Corporation ("OILC") in respect of the
Capital Work(s) and to confirm, ratify and approve the execution by the Treasurer of the
application to OILC for financing the Capital Works (the "Application") and the submission by
such authorized official of the Application; and to execute and deliver to OILC the rate offer
letter agreement in respect of such long-term borrowing for the Capital Works;
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
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 Ontario Land
Tribunal pursuant to such regulation was not required;
AND WHEREAS the Municipality has submitted ("the Application") to OILC
and the Application has been approved;
AND WHEREAS to provide long-term financing for the Capital Work(s), it is now
deemed to be expedient to borrow money by the issue of amortizing debentures in the
aggregate principal amount of $4,556,500.00 dated November 15, 2023 and maturing on
November 15, 2043, and payable in monthly instalments of combined principal and interest
on the fifteenth day of December and on the fifteenth day of each month thereafter in each of
the years 2023 to 2043, both inclusive on the terms hereinafter set forth;
NOW THEREFORE THE COUNCIL OF The Corporation of The Municipality of
Kincardine ENACTS AS FOLLOWS:
1. That for the Capital Works, the borrowing upon the credit of the Municipality at large
of the aggregate principal amount of $4,556,500.00 and the issue of amortizing
debentures therefor to be repaid in monthly instalments of combined 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 amortizing 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 $4,556,500.00 (the "Debentures"). The Debentures
shall bear the Municipality's municipal seal and the signatures of 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 $4,556,500.00, 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
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 November 15, 2023, 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 5.31% per annum and mature during a
period of 20 year(s) years from the date thereof payable monthly in arrears as
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described in this section. The Debentures shall be paid in full by November 15,
2043 and be payable in equal monthly instalments of combined principal and
interest on the fifteenth day of December 2023 and the fifteenth day of each month
thereafter in each of the years 2023 to 2043, both inclusive, save and except for the
last instalment 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 Toronto
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
monthly 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.
8. In each year in which a payment of equal monthly instalments of combined
principal and interest becomes due in respect of the Capital Work(s) including the
last `non-equal' instalment, 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.
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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 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
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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.
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.
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
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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 statement of 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 25th day of October, 2023
By-law read a third time and finally passed this 25th day of October, 2023
�
' � ��.,�.
Kenneth Craig � Jenn� er Lawri
Mayor Clerk
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The Corporation of The Municipality of Kincardine
Schedule "A" to By-law Number 2023-173
(1) (2) (3) (4) (5) (6)
Approved
Amount to be Amount of Amount of Term of
By-law Project Financed Debentures Debentures Years of
Description Through the Previously to be Issued Debentures
Issue of Issued
Debentures
Queen St
2023-088 Sewer Main $4,556,500.00 $0.00 4,556,500.00 20 year(s)
Replacement
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Schedule "B" to By-law Number 2023-173
No. 2023-173 $4,556,500.00
CANADA
Province of Ontario
The Corporation of The Municipality of Kincardine
FULLY REGISTERED 5.31% AMORTIZING 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 (November 15, 2043),
the principal amount of
Four Million Five Hundred Fifty Six Thousand Five Hundred Dollars
----------------------------------- ($4,556,500.00) ---------------------------------
by equal monthly instalments of combined principal and interest on the fifteenth day of
December 2023 and the fifteenth day of each month thereafter in each of the years 2023 to
2043, both inclusive, save and except for the last instalment which may vary slightly from the
preceding equal instalments, in the amounts set forth in the attached Amortizing 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 monthly payments from
the closing date (November 15, 2023), or from the last date on which interest has been paid
on this debenture, whichever is later, at the rate of 5.31 %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.
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DATED at The Corporation of The Municipality of Kincardine as at the 15th day of November,
2023.
IN TESTIMONY WHEREOF and under the authority of By-law Number 2023-173 of the
Municipality duly passed on the 25th day of October, 2023 (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: November 15, 2023
r
[SEAL] `� a,.. ��t,�_�
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
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LEGAL OPINION
We have examined the By-law of the Municipality authorizing the issue of
amortizing debentures in the aggregate principal amount of $4,556,500.00 dated
November 15, 2023 and maturing on November 15, 2043 payable in equal
monthly instalments of combined principal and interest on the fifteenth day of
December 2023 and the fifteenth day of each month thereafter in each of the
years 2023 to 2043, both inclusive, save and except for the last instalment 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 Ontario Land 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.
November 15, 2023
The Ross Firm Professional Corporation [no signature required]
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CONDITIONS OF THE DEBENTURE
Form, Denomination, and Rankinq 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.
Reqistration
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.
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 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 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.
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Payments of Principal and Interest
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 equal monthly instalments of
combined principal and interest including the last `non-equal' instalment on the
Debentures on the 15th day of December and the 15th day of each month thereafter,
commencing on 15th and ending on November 15, 2043 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
Amortization 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
monthly 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.
Governinq 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 monthly compounding, which a non-prepayable Debenture
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.
14 of 28
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "C" to By-law Number 2023-173
[OILC Repayment Schedule to be Inserted]
15 of 28
Loa n.....: 2805
Name.....: Kincardine,The Corporation of The Municipality of
Principal: 4,556,500.00
Rate.....: 05.3100
Te rm.....: 240
M atu res..: 11/15/2043
Pay# Date Amount Due Principal Due Interest Due Rem. Principal
------------------------------ ------------------------------ ---------------
112/15/2023 30,856.64 10,694.13 20,162.51 4,545,805.87
2 01/15/2024 30,856.64 10,741.45 20,115.19 4,535,064.42
3 02/15/2024 30,856.64 10,788.98 20,067.66 4,524,275.44
4 03/15/2024 30,856.64 10,836.72 20,019.92 4,513,438.72
5 04/15/2024 30,856.64 10,884.67 19,971.97 4,502,554.05
6 05/15/2024 30,856.64 10,932.84 19,923.80 4,491,621.21
7 06/15/2024 30,856.64 10,981.22 19,875.42 4,480,639.99
8 07/15/2024 30,856.64 11,029.81 19,826.83 4,469,610.18
9 08/15/2024 30,856.64 11,078.61 19,778.03 4,458,531.57
10 09/15/2024 30,856.64 11,127.64 19,729.00 4,447,403.93
1110/15/2024 30,856.64 11,176.88 19,679.76 4,436,227.05
1211/15/2024 30,856.64 11,226.34 19,630.30 4,425,000.71
1312/15/2024 30,856.64 11,276.01 19,580.63 4,413,724.70
14 01/15/2025 30,856.64 11,325.91 19,530.73 4,402,398.79
15 02/15/2025 30,856.64 11,376.03 19,480.61 4,391,022.76
16 03/15/2025 30,856.64 11,426.36 19,430.28 4,379,596.40
17 04/15/2025 30,856.64 11,476.93 19,379.71 4,368,119.47
18 05/15/2025 30,856.64 11,527.71 19,328.93 4,356,591.76
19 06/15/2025 30,856.64 11,578.72 19,277.92 4,345,013.04
20 07/15/2025 30,856.64 11,629.96 19,226.68 4,333,383.08
2108/15/2025 30,856.64 11,681.42 19,175.22 4,321,701.66
22 09/15/2025 30,856.64 11,733.11 19,123.53 4,309,968.55
2310/15/2025 30,856.64 11,785.03 19,071.61 4,298,183.52
2411/15/2025 30,856.64 11,837.18 19,019.46 4,286,346.34
2512/15/2025 30,856.64 11,889.56 18,967.08 4,274,456.78
26 01/15/2026 30,856.64 11,942.17 18,914.47 4,262,514.61
27 02/15/2026 30,856.64 11,995.01 18,861.63 4,250,519.60
28 03/15/2026 30,856.64 12,048.09 18,808.55 4,238,471.51
29 04/15/2026 30,856.64 12,101.40 18,755.24 4,226,370.11
30 05/15/2026 30,856.64 12,154.95 18,701.69 4,214,215.16
3106/15/2026 30,856.64 12,208.74 18,647.90 4,202,006.42
32 07/15/2026 30,856.64 12,262.76 18,593.88 4,189,743.66
33 08/15/2026 30,856.64 12,317.02 18,539.62 4,177,426.64
34 09/15/2026 30,856.64 12,371.53 18,485.11 4,165,055.11
3510/15/2026 30,856.64 12,426.27 18,430.37 4,152,628.84
3611/15/2026 30,856.64 12,481.26 18,375.38 4,140,147.58
3712/15/2026 30,856.64 12,536.49 18,320.15 4,127,611.09
38 01/15/2027 30,856.64 12,591.96 18,264.68 4,115,019.13
39 02/15/2027 30,856.64 12,647.68 18,208.96 4,102,371.45
40 03/15/2027 30,856.64 12,703.65 18,152.99 4,089,667.80
4104/15/2027 30,856.64 12,759.86 18,096.78 4,076,907.94
42 05/15/2027 30,856.64 12,816.32 18,040.32 4,064,091.62
43 06/15/2027 30,856.64 12,873.03 17,983.61 4,051,218.59
44 07/15/2027 30,856.64 12,930.00 17,926.64 4,038,288.59
45 08/15/2027 30,856.64 12,987.21 17,869.43 4,025,301.38
46 09/15/2027 30,856.64 13,044.68 17,811.96 4,012,256.70
4710/15/2027 30,856.64 13,102.40 17,754.24 3,999,154.30
4811/15/2027 30,856.64 13,160.38 17,696.26 3,985,993.92
4912/15/2027 30,856.64 13,218.62 17,638.02 3,972,775.30
50 01/15/2028 30,856.64 13,277.11 17,579.53 3,959,498.19
5102/15/2028 30,856.64 13,335.86 17,520.78 3,946,162.33
52 03/15/2028 30,856.64 13,394.87 17,461.77 3,932,767.46
53 04/15/2028 30,856.64 13,454.14 17,402.50 3,919,313.32
54 05/15/2028 30,856.64 13,513.68 17,342.96 3,905,799.64
55 06/15/2028 30,856.64 13,573.48 17,283.16 3,892,226.16
56 07/15/2028 30,856.64 13,633.54 17,223.10 3,878,592.62
57 08/15/2028 30,856.64 13,693.87 17,162.77 3,864,898.75
58 09/15/2028 30,856.64 13,754.46 17,102.18 3,851,144.29
5910/15/2028 30,856.64 13,815.33 17,041.31 3,837,328.96
6011/15/2028 30,856.64 13,876.46 16,980.18 3,823,452.50
6112/15/2028 30,856.64 13,937.86 16,918.78 3,809,514.64
62 01/15/2029 30,856.64 13,999.54 16,857.10 3,795,515.10
63 02/15/2029 30,856.64 14,061.49 16,795.15 3,781,453.61
64 03/15/2029 30,856.64 14,123.71 16,732.93 3,767,329.90
65 04/15/2029 30,856.64 14,186.21 16,670.43 3,753,143.69
66 OS/15/2029 30,856.64 14,248.98 16,607.66 3,738,894.71
67 06/15/2029 30,856.64 14,312.03 16,544.61 3,724,582.68
68 07/15/2029 30,856.64 14,375.36 16,481.28 3,710,207.32
69 08/15/2029 30,856.64 14,438.97 16,417.67 3,695,768.35
70 09/15/2029 30,856.64 14,502.87 16,353.77 3,681,265.48
7110/15/2029 30,856.64 14,567.04 16,289.60 3,666,698.44
7211/15/2029 30,856.64 14,631.50 16,225.14 3,652,066.94
7312/15/2029 30,856.64 14,696.24 16,160.40 3,637,370.70
74 01/15/2030 30,856.64 14,761.27 16,095.37 3,622,609.43
75 02/15/2030 30,856.64 14,826.59 16,030.05 3,607,782.84
76 03/15/2030 30,856.64 14,892.20 15,964.44 3,592,890.64
77 04/15/2030 30,856.64 14,958.10 15,898.54 3,577,932.54
78 OS/15/2030 30,856.64 15,024.29 15,832.35 3,562,908.25
79 06/15/2030 30,856.64 15,090.77 15,765.87 3,547,817.48
80 07/15/2030 30,856.64 15,157.55 15,699.09 3,532,659.93
8108/15/2030 30,856.64 15,224.62 15,632.02 3,517,435.31
82 09/15/2030 30,856.64 15,291.99 15,564.65 3,502,143.32
8310/15/2030 30,856.64 15,359.66 15,496.98 3,486,783.66
8411/15/2030 30,856.64 15,427.62 15,429.02 3,471,356.04
8512/15/2030 30,856.64 15,495.89 15,360.75 3,455,860.15
86 01/15/2031 30,856.64 15,564.46 15,292.18 3,440,295.69
87 02/15/2031 30,856.64 15,633.33 15,223.31 3,424,662.36
88 03/15/2031 30,856.64 15,702.51 15,154.13 3,408,959.85
89 04/15/2031 30,856.64 15,771.99 15,084.65 3,393,187.86
90 05/15/2031 30,856.64 15,841.78 15,014.86 3,377,346.08
9106/15/2031 30,856.64 15,911.88 14,944.76 3,361,434.20
92 07/15/2031 30,856.64 15,982.29 14,874.35 3,345,451.91
93 08/15/2031 30,856.64 16,053.02 14,803.62 3,329,398.89
94 09/15/2031 30,856.64 16,124.05 14,732.59 3,313,274.84
9510/15/2031 30,856.64 16,195.40 14,661.24 3,297,079.44
9611/15/2031 30,856.64 16,267.06 14,589.58 3,280,812.38
9712/15/2031 30,856.64 16,339.05 14,517.59 3,264,473.33
98 Ol/15/2032 30,856.64 16,411.35 14,445.29 3,248,061.98
99 02/15/2032 30,856.64 16,483.97 14,372.67 3,231,578.01
100 03/15/2032 30,856.64 16,556.91 14,299.73 3,215,021.10
10104/15/2032 30,856.64 16,630.17 14,226.47 3,198,390.93
102 05/15/2032 30,856.64 16,703.76 14,152.88 3,181,687.17
103 06/15/2032 30,856.64 16,777.67 14,078.97 3,164,909.50
104 07/15/2032 30,856.64 16,851.92 14,004.72 3,148,057.58
105 08/15/2032 30,856.64 16,926.49 13,930.15 3,131,131.09
106 09/15/2032 30,856.64 17,001.38 13,855.26 3,114,129.71
10710/15/2032 30,856.64 17,076.62 13,780.02 3,097,053.09
10811/15/2032 30,856.64 17,152.18 13,704.46 3,079,900.91
10912/15/2032 30,856.64 17,228.08 13,628.56 3,062,672.83
110 01/15/2033 30,856.64 17,304.31 13,552.33 3,045,368.52
11102/15/2033 30,856.64 17,380.88 13,475.76 3,027,987.64
112 03/15/2033 30,856.64 17,457.79 13,398.85 3,010,529.85
113 04/15/2033 30,856.64 17,535.05 13,321.59 2,992,994.80
114 05/15/2033 30,856.64 17,612.64 13,244.00 2,975,382.16
115 06/15/2033 30,856.64 17,690.57 13,166.07 2,957,691.59
116 07/15/2033 30,856.64 17,768.85 13,087.79 2,939,922.74
117 08/15/2033 30,856.64 17,847.48 13,009.16 2,922,075.26
118 09/15/2033 30,856.64 17,926.46 12,930.18 2,904,148.80
11910/15/2033 30,856.64 18,005.78 12,850.86 2,886,143.02
12011/15/2033 30,856.64 18,085.46 12,771.18 2,868,057.56
12112/15/2033 30,856.64 18,165.49 12,691.15 2,849,892.07
122 01/15/2034 30,856.64 18,245.87 12,610.77 2,831,646.20
123 02/15/2034 30,856.64 18,326.61 12,530.03 2,813,319.59
124 03/15/2034 30,856.64 18,407.70 12,448.94 2,794,911.89
125 04/15/2034 30,856.64 18,489.15 12,367.49 2,776,422.74
126 OS/15/2034 30,856.64 18,570.97 12,285.67 2,757,851.77
127 06/15/2034 30,856.64 18,653.15 12,203.49 2,739,198.62
128 07/15/2034 30,856.64 18,735.69 12,120.95 2,720,462.93
129 08/15/2034 30,856.64 18,818.59 12,038.05 2,701,644.34
130 09/15/2034 30,856.64 18,901.86 11,954.78 2,682,742.48
13110/15/2034 30,856.64 18,985.50 11,871.14 2,663,756.98
13211/15/2034 30,856.64 19,069.52 11,787.12 2,644,687.46
13312/15/2034 30,856.64 19,153.90 11,702.74 2,625,533.56
134 01/15/2035 30,856.64 19,238.65 11,617.99 2,606,294.91
135 02/15/2035 30,856.64 19,323.79 11,532.85 2,586,971.12
136 03/15/2035 30,856.64 19,409.29 11,447.35 2,567,561.83
137 04/15/2035 30,856.64 19,495.18 11,361.46 2,548,066.65
138 05/15/2035 30,856.64 19,581.45 11,275.19 2,528,485.20
139 06/15/2035 30,856.64 19,668.09 11,188.55 2,508,817.11
140 07/15/2035 30,856.64 19,755.12 11,101.52 2,489,061.99
14108/15/2035 30,856.64 19,842.54 11,014.10 2,469,219.45
142 09/15/2035 30,856.64 19,930.34 10,926.30 2,449,289.11
14310/15/2035 30,856.64 20,018.54 10,838.10 2,429,270.57
14411/15/2035 30,856.64 20,107.12 10,749.52 2,409,163.45
14512/15/2035 30,856.64 20,196.09 10,660.55 2,388,967.36
146 01/15/2036 30,856.64 20,285.46 10,571.18 2,368,681.90
147 02/15/2036 30,856.64 20,375.22 10,481.42 2,348,306.68
148 03/15/2036 30,856.64 20,465.38 10,391.26 2,327,841.30
149 04/15/2036 30,856.64 20,555.94 10,300.70 2,307,285.36
150 05/15/2036 30,856.64 20,646.90 10,209.74 2,286,638.46
15106/15/2036 30,856.64 20,738.26 10,118.38 2,265,900.20
152 07/15/2036 30,856.64 20,830.03 10,026.61 2,245,070.17
153 08/15/2036 30,856.64 20,922.20 9,934.44 2,224,147.97
154 09/15/2036 30,856.64 21,014.79 9,841.85 2,203,133.18
15510/15/2036 30,856.64 21,107.78 9,748.86 2,182,025.40
15611/15/2036 30,856.64 21,201.18 9,655.46 2,160,824.22
15712/15/2036 30,856.64 21,294.99 9,561.65 2,139,529.23
158 01/15/2037 30,856.64 21,389.22 9,467.42 2,118,140.01
159 02/15/2037 30,856.64 21,483.87 9,372.77 2,096,656.14
160 03/15/2037 30,856.64 21,578.94 9,277.70 2,075,077.20
16104/15/2037 30,856.64 21,674.42 9,182.22 2,053,402.78
162 05/15/2037 30,856.64 21,770.33 9,086.31 2,031,632.45
163 06/15/2037 30,856.64 21,866.67 8,989.97 2,009,765.78
164 07/15/2037 30,856.64 21,963.43 8,893.21 1,987,802.35
165 08/15/2037 30,856.64 22,060.61 8,796.03 1,965,741.74
166 09/15/2037 30,856.64 22,158.23 8,698.41 1,943,583.51
16710/15/2037 30,856.64 22,256.28 8,600.36 1,921,327.23
16811/15/2037 30,856.64 22,354.77 8,501.87 1,898,972.46
16912/15/2037 30,856.64 22,453.69 8,402.95 1,876,518.77
170 01/15/2038 30,856.64 22,553.04 8,303.60 1,853,965.73
17102/15/2038 30,856.64 22,652.84 8,203.80 1,831,312.89
172 03/15/2038 30,856.64 22,753.08 8,103.56 1,808,559.81
173 04/15/2038 30,856.64 22,853.76 8,002.88 1,785,706.05
174 05/15/2038 30,856.64 22,954.89 7,901.75 1,762,751.16
175 06/15/2038 30,856.64 23,056.47 7,800.17 1,739,694.69
176 07/15/2038 30,856.64 23,158.49 7,698.15 1,716,536.20
177 08/15/2038 30,856.64 23,260.97 7,595.67 1,693,275.23
178 09/15/2038 30,856.64 23,363.90 7,492.74 1,669,911.33
17910/15/2038 30,856.64 23,467.28 7,389.36 1,646,444.05
18011/15/2038 30,856.64 23,571.13 7,285.51 1,622,872.92
18112/15/2038 30,856.64 23,675.43 7,181.21 1,599,197.49
182 01/15/2039 30,856.64 23,780.19 7,076.45 1,575,417.30
183 02/15/2039 30,856.64 23,885.42 6,971.22 1,551,531.88
184 03/15/2039 30,856.64 23,991.11 6,865.53 1,527,540.77
185 04/15/2039 30,856.64 24,097.27 6,759.37 1,503,443.50
186 05/15/2039 30,856.64 24,203.90 6,652.74 1,479,239.60
187 06/15/2039 30,856.64 24,311.00 6,545.64 1,454,928.60
188 07/15/2039 30,856.64 24,418.58 6,438.06 1,430,510.02
189 08/15/2039 30,856.64 24,526.63 6,330.01 1,405,983.39
190 09/15/2039 30,856.64 24,635.16 6,221.48 1,381,348.23
19110/15/2039 30,856.64 24,744.17 6,112.47 1,356,604.06
19211/15/2039 30,856.64 24,853.67 6,002.97 1,331,750.39
19312/15/2039 30,856.64 24,963.64 5,893.00 1,306,786.75
194 01/15/2040 30,856.64 25,074.11 5,782.53 1,281,712.64
195 02/15/2040 30,856.64 25,185.06 5,671.58 1,256,527.58
196 03/15/2040 30,856.64 25,296.51 5,560.13 1,231,231.07
197 04/15/2040 30,856.64 25,408.44 5,448.20 1,205,822.63
198 OS/15/2040 30,856.64 25,520.87 5,335.77 1,180,301.76
199 06/15/2040 30,856.64 25,633.80 5,222.84 1,154,667.96
200 07/15/2040 30,856.64 25,747.23 5,109.41 1,128,920.73
20108/15/2040 30,856.64 25,861.17 4,995.47 1,103,059.56
202 09/15/2040 30,856.64 25,975.60 4,881.04 1,077,083.96
20310/15/2040 30,856.64 26,090.54 4,766.10 1,050,993.42
20411/15/2040 30,856.64 26,205.99 4,650.65 1,024,787.43
20512/15/2040 30,856.64 26,321.96 4,534.68 998,465.47
206 01/15/2041 30,856.64 26,438.43 4,418.21 972,027.04
207 02/15/2041 30,856.64 26,555.42 4,301.22 945,471.62
208 03/15/2041 30,856.64 26,672.93 4,183.71 918,798.69
209 04/15/2041 30,856.64 26,790.96 4,065.68 892,007.73
210 05/15/2041 30,856.64 26,909.51 3,947.13 865,098.22
21106/15/2041 30,856.64 27,028.58 3,828.06 838,069.64
212 07/15/2041 30,856.64 27,148.18 3,708.46 810,921.46
213 08/15/2041 30,856.64 27,268.31 3,588.33 783,653.15
214 09/15/2041 30,856.64 27,388.97 3,467.67 756,264.18
21510/15/2041 30,856.64 27,510.17 3,346.47 728,754.01
21611/15/2041 30,856.64 27,631.90 3,224.74 701,122.11
21712/15/2041 30,856.64 27,754.17 3,102.47 673,367.94
218 01/15/2042 30,856.64 27,876.99 2,979.65 645,490.95
219 02/15/2042 30,856.64 28,000.34 2,856.30 617,490.61
220 03/15/2042 30,856.64 28,124.24 2,732.40 589,366.37
22104/15/2042 30,856.64 28,248.69 2,607.95 561,117.68
222 05/15/2042 30,856.64 28,373.69 2,482.95 532,743.99
223 06/15/2042 30,856.64 28,499.25 2,357.39 504,244.74
224 07/15/2042 30,856.64 28,625.36 2,231.28 475,619.38
225 08/15/2042 30,856.64 28,752.02 2,104.62 446,867.36
226 09/15/2042 30,856.64 28,879.25 1,977.39 417,988.11
22710/15/2042 30,856.64 29,007.04 1,849.60 388,981.07
22811/15/2042 30,856.64 29,135.40 1,721.24 359,845.67
22912/15/2042 30,856.64 29,264.32 1,592.32 330,581.35
230 01/15/2043 30,856.64 29,393.82 1,462.82 301,187.53
23102/15/2043 30,856.64 29,523.89 1,332.75 271,663.64
232 03/15/2043 30,856.64 29,654.53 1,202.11 242,009.11
233 04/15/2043 30,856.64 29,785.75 1,070.89 212,223.36
234 05/15/2043 30,856.64 29,917.55 939.09 182,305.81
235 06/15/2043 30,856.64 30,049.94 806.70 152,255.87
236 07/15/2043 30,856.64 30,182.91 673.73 122,072.96
237 08/15/2043 30,856.64 30,316.47 540.17 91,756.49
238 09/15/2043 30,856.64 30,450.62 406.02 61,305.87
23910/15/2043 30,856.64 30,585.36 271.28 30,720.51
24011/15/2043 30,856.45 30,720.51 135.94 0.00
-------------- -------------- --------------
7,405,593.41 4,556,500.00 2,849,093.41
No. 2023-173 $4,556,500.00
CANADA
Province of Ontario
The Corporation of The Municipality of Kincardine
FULLY REGISTERED 5.31% AMORTIZING 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 (November 15, 2043),
the principal amount of
Four Million Five Hundred Fifty Six Thousand Five Hundred Dollars
----------------------------------- ($4,556,500.00) ---------------------------------
by equal monthly instalments of combined principal and interest on the fifteenth day of
December 2023 and the fifteenth day of each month thereafter in each of the years 2023 to
2043, both inclusive, save and except for the last instalment which may vary slightly from the
preceding equal instalments, in the amounts set forth in the attached Amortizing 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 monthly payments from
the closing date (November 15, 2023), or from the last date on which interest has been paid
on this debenture, whichever is later, at the rate of 5.31 %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 Corporation of The Municipality of Kincardine as at the 15th day of November,
2023.
16 of 28
IN TESTIMONY WHEREOF and under the authority of By-law Number 2023-173 of the
Municipality duly passed on the 25th day of October, 2023 (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: November 15, 2023
�
��� [SEAL] `�%����,�,,vc �_
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
17 of 28
LEGAL OPINION
We have examined the By-law of the Municipality authorizing the issue of
amortizing debentures in the aggregate principal amount of $4,556,500.00 dated
November 15, 2023 and maturing on November 15, 2043 payable in equal
monthly instalments of combined principal and interest on the fifteenth day of
December 2023 and the fifteenth day of each month thereafter in each of the
years 2023 to 2043, both inclusive, save and except for the last instalment 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 Ontario Land 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.
November 15, 2023
The Ross Firm Professional Corporation [no signature required]
18 of 28
CONDITIONS OF THE DEBENTURE
Form, Denomination, and Rankinq 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.
Req istration
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
holde�s 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.
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 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 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.
19 of 28
Payments of Principal and Interest
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 equal monthly instalments of
combined principal and interest including the last `non-equal' instalment on the
Debentures on the December 15, 2023 day of 15th and the 15th day of each month
thereafter, commencing on 15th and ending on November 15, 2043 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
Amortization 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
monthly 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.
20 of 28
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.
21 of 28
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.
Governinq 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 monthly compounding, which a non-prepayable Debenture
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.
22 of 28
[OILC Repayment Schedule to be Inserted]
23 of 28
Loa n.....: 2805
Name.....: Kincardine,The Corporation of The Municipality of
Principal:4,556,500.00
Rate.....: 05.3100
Term.....: 240
M atu res..: 11/15/2043
Pay# Date Amount Due Principal Due Interest Due Rem. Principal
------------------------------ ------------------------------ ---------------
112/15/2023 30,856.64 10,694.13 20,162.51 4,545,805.87
2 01/15/2024 30,856.64 10,741.45 20,115.19 4,535,064.42
3 02/15/2024 30,856.64 10,788.98 20,067.66 4,524,275.44
4 03/15/2024 30,856.64 10,836.72 20,019.92 4,513,438.72
5 04/15/2024 30,856.64 10,884.67 19,971.97 4,502,554.05
6 OS/15/2024 30,856.64 10,932.84 19,923.80 4,491,621.21
7 06/15/2024 30,856.64 10,981.22 19,875.42 4,480,639.99
8 07/15/2024 30,856.64 11,029.81 19,826.83 4,469,610.18
9 08/15/2024 30,856.64 11,078.61 19,778.03 4,458,531.57
10 09/15/2024 30,856.64 11,127.64 19,729.00 4,447,403.93
1110/15/2024 30,856.64 11,176.88 19,679.76 4,436,227.05
1211/15/2024 30,856.64 11,226.34 19,630.30 4,425,000.71
1312/15/2024 30,856.64 11,276.01 19,580.63 4,413,724.70
14 01/15/2025 30,856.64 11,325.91 19,530.73 4,402,398.79
15 02/15/2025 30,856.64 11,376.03 19,480.61 4,391,022.76
16 03/15/2025 30,856.64 11,426.36 19,430.28 4,379,596.40
17 04/15/2025 30,856.64 11,476.93 19,379.71 4,368,119.47
18 05/15/2025 30,856.64 11,527.71 19,328.93 4,356,591.76
19 06/15/2025 30,856.64 11,578.72 19,277.92 4,345,013.04
20 07/15/2025 30,856.64 11,629.96 19,226.68 4,333,383.08
2108/15/2025 30,856.64 11,681.42 19,175.22 4,321,701.66
22 09/15/2025 30,856.64 11,733.11 19,123.53 4,309,968.55
2310/15/2025 30,856.64 11,785.03 19,071.61 4,298,183.52
2411/15/2025 30,856.64 11,837.18 19,019.46 4,286,346.34
2512/15/2025 30,856.64 11,889.56 18,967.08 4,274,456.78
26 01/15/2026 30,856.64 11,942.17 18,914.47 4,262,514.61
27 02/15/2026 30,856.64 11,995.01 18,861.63 4,250,519.60
28 03/15/2026 30,856.64 12,048.09 18,808.55 4,238,471.51
29 04/15/2026 30,856.64 12,101.40 18,755.24 4,226,370.11
30 05/15/2026 30,856.64 12,154.95 18,701.69 4,214,215.16
3106/15/2026 30,856.64 12,208.74 18,647.90 4,202,006.42
32 07/15/2026 30,856.64 12,262.76 18,593.88 4,189,743.66
33 08/15/2026 30,856.64 12,317.02 18,539.62 4,177,426.64
34 09/15/2026 30,856.64 12,371.53 18,485.11 4,165,055.11
3510/15/2026 30,856.64 12,426.27 18,430.37 4,152,628.84
3611/15/2026 30,856.64 12,481.26 18,375.38 4,140,147.58
3712/15/2026 30,856.64 12,536.49 18,320.15 4,127,611.09
38 01/15/2027 30,856.64 12,591.96 18,264.68 4,115,019.13
39 02/15/2027 30,856.64 12,647.68 18,208.96 4,102,371.45
40 03/15/2027 30,856.64 12,703.65 18,152.99 4,089,667.80
4104/15/2027 30,856.64 12,759.86 18,096.78 4,076,907.94
42 05/15/2027 30,856.64 12,816.32 18,040.32 4,064,091.62
43 06/15/2027 30,856.64 12,873.03 17,983.61 4,051,218.59
44 07/15/2027 30,856.64 12,930.00 17,926.64 4,038,288.59
45 08/15/2027 30,856.64 12,987.21 17,869.43 4,025,301.38
46 09/15/2027 30,856.64 13,044.68 17,811.96 4,012,256.70
4710/15/2027 30,856.64 13,102.40 17,754.24 3,999,154.30
4811/15/2027 30,856.64 13,160.38 17,696.26 3,985,993.92
4912/15/2027 30,856.64 13,218.62 17,638.02 3,972,775.30
SO 01/15/2028 30,856.64 13,277.11 17,579.53 3,959,498.19
5102/15/2028 30,856.64 13,335.86 17,520.78 3,946,162.33
52 03/15/2028 30,856.64 13,394.87 17,461.77 3,932,767.46
53 04/15/2028 30,856.64 13,454.14 17,402.50 3,919,313.32
54 05/15/2028 30,856.64 13,513.68 17,342.96 3,905,799.64
55 06/15/2028 30,856.64 13,573.48 17,283.16 3,892,226.16
56 07/15/2028 30,856.64 13,633.54 17,223.10 3,878,592.62
57 08/15/2028 30,856.64 13,693.87 17,162.77 3,864,898.75
58 09/15/2028 30,856.64 13,754.46 17,102.18 3,851,144.29
5910/15/2028 30,856.64 13,815.33 17,041.31 3,837,328.96
6011/15/2028 30,856.64 13,876.46 16,980.18 3,823,452.50
6112/15/2028 30,856.64 13,937.86 16,918.78 3,809,514.64
62 01/15/2029 30,856.64 13,999.54 16,857.10 3,795,515.10
63 02/15/2029 30,856.64 14,061.49 16,795.15 3,781,453.61
64 03/15/2029 30,856.64 14,123.71 16,732.93 3,767,329.90
65 04/15/2029 30,856.64 14,186.21 16,670.43 3,753,143.69
66 05/15/2029 30,856.64 14,248.98 16,607.66 3,738,894.71
67 06/15/2029 30,856.64 14,312.03 16,544.61 3,724,582.68
68 07/15/2029 30,856.64 14,375.36 16,481.28 3,710,207.32
69 08/15/2029 30,856.64 14,438.97 16,417.67 3,695,768.35
70 09/15/2029 30,856.64 14,502.87 16,353.77 3,681,265.48
7110/15/2029 30,856.64 14,567.04 16,289.60 3,666,698.44
7211/15/2029 30,856.64 14,631.50 16,225.14 3,652,066.94
7312/15/2029 30,856.64 14,696.24 16,160.40 3,637,370.70
74 01/15/2030 30,856.64 14,761.27 16,095.37 3,622,609.43
75 02/15/2030 30,856.64 14,826.59 16,030.05 3,607,782.84
76 03/15/2030 30,856.64 14,892.20 15,964.44 3,592,890.64
77 04/15/2030 30,856.64 14,958.10 15,898.54 3,577,932.54
78 05/15/2030 30,856.64 15,024.29 15,832.35 3,562,908.25
79 06/15/2030 30,856.64 15,090.77 15,765.87 3,547,817.48
80 07/15/2030 30,856.64 15,157.55 15,699.09 3,532,659.93
8108/15/2030 30,856.64 15,224.62 15,632.02 3,517,435.31
82 09/15/2030 30,856.64 15,291.99 15,564.65 3,502,143.32
8310/15/2030 30,856.64 15,359.66 15,496.98 3,486,783.66
8411/15/2030 30,856.64 15,427.62 15,429.02 3,471,356.04
8512/15/2030 30,856.64 15,495.89 15,360.75 3,455,860.15
86 01/15/2031 30,856.64 15,564.46 15,292.18 3,440,295.69
87 02/15/2031 30,856.64 15,633.33 15,223.31 3,424,662.36
88 03/15/2031 30,856.64 15,702.51 15,154.13 3,408,959.85
89 04/15/2031 30,856.64 15,771.99 15,084.65 3,393,187.86
90 05/15/2031 30,856.64 15,841.78 15,014.86 3,377,346.08
9106/15/2031 30,856.64 15,911.88 14,944.76 3,361,434.20
92 07/15/2031 30,856.64 15,982.29 14,874.35 3,345,451.91
93 08/15/2031 30,856.64 16,053.02 14,803.62 3,329,398.89
94 09/15/2031 30,856.64 16,124.05 14,732.59 3,313,274.84
9510/15/2031 30,856.64 16,195.40 14,661.24 3,297,079.44
9611/15/2031 30,856.64 16,267.06 14,589.58 3,280,812.38
9712/15/2031 30,856.64 16,339.05 14,517.59 3,264,473.33
98 01/15/2032 30,856.64 16,411.35 14,445.29 3,248,061.98
99 02/15/2032 30,856.64 16,483.97 14,372.67 3,231,578.01
100 03/15/2032 30,856.64 16,556.91 14,299.73 3,215,021.10
10104/15/2032 30,856.64 16,630.17 14,226.47 3,198,390.93
102 05/15/2032 30,856.64 16,703.76 14,152.88 3,181,687.17
103 06/15/2032 30,856.64 16,777.67 14,078.97 3,164,909.50
104 07/15/2032 30,856.64 16,851.92 14,004.72 3,148,057.58
105 08/15/2032 30,856.64 16,926.49 13,930.15 3,131,131.09
106 09/15/2032 30,856.64 17,001.38 13,855.26 3,114,129.71
10710/15/2032 30,856.64 17,076.62 13,780.02 3,097,053.09
10811/15/2032 30,856.64 17,152.18 13,704.46 3,079,900.91
10912/15/2032 30,856.64 17,228.08 13,628.56 3,062,672.83
110 01/15/2033 30,856.64 17,304.31 13,552.33 3,045,368.52
11102/15/2033 30,856.64 17,380.88 13,475.76 3,027,987.64
112 03/15/2033 30,856.64 17,457.79 13,398.85 3,010,529.85
113 04/15/2033 30,856.64 17,535.05 13,321.59 2,992,994.80
114 05/15/2033 30,856.64 17,612.64 13,244.00 2,975,382.16
115 06/15/2033 30,856.64 17,690.57 13,166.07 2,957,691.59
116 07/15/2033 30,856.64 17,768.85 13,087.79 2,939,922.74
117 08/15/2033 30,856.64 17,847.48 13,009.16 2,922,075.26
118 09/15/2033 30,856.64 17,926.46 12,930.18 2,904,148.80
11910/15/2033 30,856.64 18,005.78 12,850.86 2,886,143.02
12011/15/2033 30,856.64 18,085.46 12,771.18 2,868,057.56
12112/15/2033 30,856.64 18,165.49 12,691.15 2,849,892.07
122 01/15/2034 30,856.64 18,245.87 12,610.77 2,831,646.20
123 02/15/2034 30,856.64 18,326.61 12,530.03 2,813,319.59
124 03/15/2034 30,856.64 18,407.70 12,448.94 2,794,911.89
125 04/15/2034 30,856.64 18,489.15 12,367.49 2,776,422.74
126 05/15/2034 30,856.64 18,570.97 12,285.67 2,757,851.77
127 06/15/2034 30,856.64 18,653.15 12,203.49 2,739,198.62
128 07/15/2034 30,856.64 18,735.69 12,120.95 2,720,462.93
129 08/15/2034 30,856.64 18,818.59 12,038.05 2,701,644.34
130 09/15/2034 30,856.64 18,901.86 11,954.78 2,682,742.48
13110/15/2034 30,856.64 18,985.50 11,871.14 2,663,756.98
13211/15/2034 30,856.64 19,069.52 11,787.12 2,644,687.46
13312/15/2034 30,856.64 19,153.90 11,702.74 2,625,533.56
134 01/15/2035 30,856.64 19,238.65 11,617.99 2,606,294.91
135 02/15/2035 30,856.64 19,323.79 11,532.85 2,586,971.12
136 03/15/2035 30,856.64 19,409.29 11,447.35 2,567,561.83
137 04/15/2035 30,856.64 19,495.18 11,361.46 2,548,066.65
138 05/15/2035 30,856.64 19,581.45 11,275.19 2,528,485.20
139 06/15/2035 30,856.64 19,668.09 11,188.55 2,508,817.11
140 07/15/2035 30,856.64 19,755.12 11,101.52 2,489,061.99
14108/15/2035 30,856.64 19,842.54 11,014.10 2,469,219.45
142 09/15/2035 30,856.64 19,930.34 10,926.30 2,449,289.11
14310/15/2035 30,856.64 20,018.54 10,838.10 2,429,270.57
14411/15/2035 30,856.64 20,107.12 10,749.52 2,409,163.45
14512/15/2035 30,856.64 20,196.09 10,660.55 2,388,967.36
146 01/15/2036 30,856.64 20,285.46 10,571.18 2,368,681.90
147 02/15/2036 30,856.64 20,375.22 10,481.42 2,348,306.68
148 03/15/2036 30,856.64 20,465.38 10,391.26 2,327,841.30
149 04/15/2036 30,856.64 20,555.94 10,300.70 2,307,285.36
150 05/15/2036 30,856.64 20,646.90 10,209.74 2,286,638.46
15106/15/2036 30,856.64 20,738.26 10,118.38 2,265,900.20
152 07/15/2036 30,856.64 20,830.03 10,026.61 2,245,070.17
153 08/15/2036 30,856.64 20,922.20 9,934.44 2,224,147.97
154 09/15/2036 30,856.64 21,014.79 9,841.85 2,203,133.18
15510/15/2036 30,856.64 21,107.78 9,748.86 2,182,025.40
15611/15/2036 30,856.64 21,201.18 9,655.46 2,160,824.22
15712/15/2036 30,856.64 21,294.99 9,561.65 2,139,529.23
158 01/15/2037 30,856.64 21,389.22 9,467.42 2,118,140.01
159 02/15/2037 30,856.64 21,483.87 9,372.77 2,096,656.14
160 03/15/2037 30,856.64 21,578.94 9,277.70 2,075,077.20
16104/15/2037 30,856.64 21,674.42 9,182.22 2,053,402.78
162 OS/15/2037 30,856.64 21,770.33 9,086.31 2,031,632.45
163 06/15/2037 30,856.64 21,866.67 8,989.97 2,009,765.78
164 07/15/2037 30,856.64 21,963.43 8,893.21 1,987,802.35
165 08/15/2037 30,856.64 22,060.61 8,796.03 1,965,741.74
166 09/15/2037 30,856.64 22,158.23 8,698.41 1,943,583.51
16710/15/2037 30,856.64 22,256.28 8,600.36 1,921,327.23
16811/15/2037 30,856.64 22,354.77 8,501.87 1,898,972.46
16912/15/2037 30,856.64 22,453.69 8,402.95 1,876,518.77
170 01/15/2038 30,856.64 22,553.04 8,303.60 1,853,965.73
17102/15/2038 30,856.64 22,652.84 8,203.80 1,831,312.89
172 03/15/2038 30,856.64 22,753.08 8,103.56 1,808,559.81
173 04/15/2038 30,856.64 22,853.76 8,002.88 1,785,706.05
174 05/15/2038 30,856.64 22,954.89 7,901.75 1,762,751.16
175 06/15/2038 30,856.64 23,056.47 7,800.17 1,739,694.69
176 07/15/2038 30,856.64 23,158.49 7,698.15 1,716,536.20
177 08/15/2038 30,856.64 23,260.97 7,595.67 1,693,275.23
178 09/15/2038 30,856.64 23,363.90 7,492.74 1,669,911.33
17910/15/2038 30,856.64 23,467.28 7,389.36 1,646,444.05
18011/15/2038 30,856.64 23,571.13 7,285.51 1,622,872.92
18112/15/2038 30,856.64 23,675.43 7,181.21 1,599,197.49
182 01/15/2039 30,856.64 23,780.19 7,076.45 1,575,417.30
183 02/15/2039 30,856.64 23,885.42 6,971.22 1,551,531.88
184 03/15/2039 30,856.64 23,991.11 6,865.53 1,527,540.77
185 04/15/2039 30,856.64 24,097.27 6,759.37 1,503,443.50
186 05/15/2039 30,856.64 24,203.90 6,652.74 1,479,239.60
187 06/15/2039 30,856.64 24,311.00 6,545.64 1,454,928.60
188 07/15/2039 30,856.64 24,418.58 6,438.06 1,430,510.02
189 08/15/2039 30,856.64 24,526.63 6,330.01 1,405,983.39
190 09/15/2039 30,856.64 24,635.16 6,221.48 1,381,348.23
19110/15/2039 30,856.64 24,744.17 6,112.47 1,356,604.06
19211/15/2039 30,856.64 24,853.67 6,002.97 1,331,750.39
19312/15/2039 30,856.64 24,963.64 5,893.00 1,306,786.75
194 01/15/2040 30,856.64 25,074.11 5,782.53 1,281,712.64
195 02/15/2040 30,856.64 25,185.06 5,671.58 1,256,527.58
196 03/15/2040 30,856.64 25,296.51 5,560.13 1,231,231.07
197 04/15/2040 30,856.64 25,408.44 5,448.20 1,205,822.63
198 OS/15/2040 30,856.64 25,520.87 5,335.77 1,180,301.76
199 06/15/2040 30,856.64 25,633.80 5,222.84 1,154,667.96
200 07/15/Z040 30,856.64 25,747.23 5,109.41 1,128,920.73
20108/15/2040 30,856.64 25,861.17 4,995.47 1,103,059.56
202 09/15/2040 30,856.64 25,975.60 4,881.04 1,077,083.96
20310/15/2040 30,856.64 26,090.54 4,766.10 1,050,993.42
Z0411/15/2040 30,856.64 26,205.99 4,650.65 1,024,787.43
20512/15/2040 30,856.64 26,321.96 4,534.68 998,465.47
206 01/15/2041 30,856.64 26,438.43 4,418.21 972,027.04
207 02/15/2041 30,856.64 26,555.42 4,301.22 945,471.62
208 03/15/2041 30,856.64 26,672.93 4,183.71 918,798.69
209 04/15/2041 30,856.64 26,790.96 4,065.68 892,007.73
210 05/15/2041 30,856.64 26,909.51 3,947.13 865,098.22
21106/15/2041 30,856.64 27,028.58 3,828.06 838,069.64
212 07/15/2041 30,856.64 27,148.18 3,708.46 810,921.46
213 08/15/2041 30,856.64 27,268.31 3,588.33 783,653.15
214 09/15/2041 30,856.64 27,388.97 3,467.67 756,264.18
21510/15/2041 30,856.64 27,510.17 3,346.47 728,754.01
21611/15/2041 30,856.64 27,631.90 3,224.74 701,122.11
21712/15/2041 30,856.64 27,754.17 3,102.47 673,367.94
218 01/15/2042 30,856.64 27,876.99 2,979.65 645,490.95
219 02/15/2042 30,856.64 28,000.34 2,856.30 617,490.61
220 03/15/2042 30,856.64 28,124.24 2,732.40 589,366.37
22104/15/2042 30,856.64 28,248.69 2,607.95 561,117.68
222 05/15/2042 30,856.64 28,373.69 2,482.95 532,743.99
223 06/15/2042 30,856.64 28,499.25 2,357.39 504,244.74
224 07/15/2042 30,856.64 28,625.36 2,231.28 475,619.38
225 08/15/2042 30,856.64 28,752.02 2,104.62 446,867.36
226 09/15/2042 30,856.64 28,879.25 1,977.39 417,988.11
22710/15/2042 30,856.64 29,007.04 1,849.60 388,981.07
22811/15/2042 30,856.64 29,135.40 1,721.24 359,845.67
22912/15/2042 30,856.64 29,264.32 1,592.32 330,581.35
230 01/15/2043 30,856.64 29,393.82 1,462.82 301,187.53
23102/15/2043 30,856.64 29,523.89 1,332.75 271,663.64
232 03/15/2043 30,856.64 29,654.53 1,202.11 242,009.11
233 04/15/2043 30,856.64 29,785.75 1,070.89 212,223.36
234 05/15/2043 30,856.64 29,917.55 939.09 182,305.81
235 06/15/2043 30,856.64 30,049.94 806.70 152,255.87
236 07/15/2043 30,856.64 30,182.91 673.73 122,072.96
237 08/15/2043 30,856.64 30,316.47 540.17 91,756.49
238 09/15/2043 30,856.64 30,450.62 406.02 61,305.87
23910/15/2043 30,856.64 30,585.36 271.28 30,720.51
24011/15/2043 30,856.45 30,720.51 135.94 0.00
-------------- -------------- --------------
7,405,593.41 4,556,500.00 2,849,093.41
CERTIFICATE OF THE CLERK
To: The Ross Firm Professional Corporation
And To: OILC
IN THE MATTER OF an issue of a 20 year(s), 5.31 % amortizing
debenture of The Corporation of The Municipality of Kincardine (the
"Municipality") in the principal amount of $4,556,500.00 for the capital
work(s) of the Municipality in Currency, authorized by Debenture By-law
Number 2023-173 (the "Debenture By-law");
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 October 25, 2023 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 Ontario Land 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. Moreover,
the Mayor has not provided written notice to the Council of the Municipality of an intent to
consider vetoing the Debenture By-law and no written veto document in respect of the
Debenture By-law has been given to the Clerk.
24 of 28
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. All of the sewer and water works which constitute part of the Capital Works and
which require the approval of the Ministry of the Environment, Conservation and Parks will be
or have been completely and properly approved by the Ministry of the Environment,
Conservation and Parks, as the case may be.
9. 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.
10. 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 November,
2023.
[AFFIX SEAL] � � '
Jennife Lawrie, CI rk
25 of 28
CERTIFICATE OF THE TREASURER
To: The Ross Firm Professional Corporation
And To: OILC
IN THE MATTER OF an issue of a 20 year(s), 5.31% amortizing debenture
of The Corporation of The Municipality of Kincardine (the "Municipality")
in the aggregate principal amount of 4,556,500.00, for Capital Work(s) of
the Municipality authorized by Debenture By-law Number 2023-173 (the
"Debenture By-law");
AND IN THE MATTER OF authorizing by-laws of the Municipality
enumerated in Schedule "A" to the Debenture By-law.
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 Ontario Land 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 accounting principles for local governments as recommended, from time to time, by
the relevant Public Sector Accounting Board.
5. 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).
2s of 2s
6. The aggregate 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.
7. 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.
8. On or before November 15, 2023, I as Treasurer, signed the fully registered amortizing
debenture numbered 2023-173 in the aggregate principal amount of $4,556,500.00 dated
November 15, 2023, registered in the name of Ontario Infrastructure and Lands Corporation
and authorized by the Debenture By-law (the "OILC Debenture").
9. On or before November 15, 2023, the OILC Debenture was signed by 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.
10. 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.
11. No litigation or proceedings of any nature are now pending or threatened, attacking or
in any way attempting to restrain or enjoin the issue and delivery of the OILC Debenture or in
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 authority 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.
12. The representations and warranties of the Municipality set out in the rate offer letter
agreement (as described in the Debenture By-law) 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 rate offer letter agreement.
DATED at The Corporation of The Municipality of Kincardine as at the 15th day of
November, 2023.
[AFFIX SEAL] �-� �
Roxana Baumann, Treasurer
27 of 28
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]
Jennifer Lawrie, CI rk
zs of 2s