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HomeMy WebLinkAbout15 028 The Ontario Infrastructure and lands Corporation (Municipal Administration Centre Renovations) By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE E •N ICfPA(Itt OF K1BCP��� BY -LAW No. 2015 - 028 A BY -LAW TO AUTHORIZE CERTAIN CAPITAL WORKS OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (THE "MUNICIPALITY "); TO AUTHORIZE THE SUBMISSION OF AN APPLICATION TO THE ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ( "OILC ") FOR FINANCING SUCH CAPITAL WORKS; TO AUTHORIZE TEMPORARY BORROWING FROM OILC TO MEET EXPENDITURES IN CONNECTION WITH SUCH WORKS; AND TO AUTHORIZE LONG TERM BORROWING FROM OILC FOR SUCH WORKS 1111 THROUGH THE ISSUE OF DEBENTURES WHEREAS the Municipal Act, 2001 (Ontario), as amended, (the "Act ") provides that a municipal power shall be exercised by by -law unless the municipality is specifically authorized to do otherwise; AND WHEREAS it is now deemed to be expedient to authorize for the municipal purposes of the Municipality the new capital works described in column (2) of Schedule "A" (individually a "Project ", collectively the "Projects ") attached hereto and forming part of this By -law ( "Schedule "A ") in the amount of the estimated expenditure set out in column (3) of Schedule "A ", subject in each case to approval by OILC of the financing for such Projects that will be requested by the Municipality in the Application as hereinafter described; AND WHEREAS in accordance with section 4 of Ontario Regulation 403/02, the Council of the Municipality has had its Treasurer update its most recent annual debt and financial obligation limit received from the Ministry of Municipal Affairs and Housing (as so updated, the "Updated Limit "), and, on the basis of the authorized expenditure for each Project as set out in column (3) of Schedule "A" ( "Authorized Expenditure "), the Treasurer has calculated the estimated annual amount payable in respect of each Project (collectively the • "Project Limits ") and has determined that the aggregate of the Project Limits does not exceed the Updated Limit, and accordingly the approval of the Ontario Municipal Board under the Ontario Municipal Board Act (Ontario), as amended, is not required before any such Project is authorized by Council; AND WHEREAS subsection 405(1) of the Act provides that a municipality may authorize temporary borrowing to meet expenditures made in connection with a work to be financed in whole or in part by the issue of debentures if,the municipality is an upper -tier municipality, a lower -tier municipality in a county or a single -tier municipality and it has approved the issue of debentures for the work; (a) the municipality is a lower -tier municipality in a regional municipality and it has approved the work and the upper -tier municipality has approved the issue of debentures for the work; or (b) the municipality has approved the issue of debentures for another municipality or a school board under section 404; • AND WHEREAS subsection 401(1) of 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; Page 2 of 3 The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law By -law No. 2015 - 028 AND WHEREAS the Act also provides that a municipality shall authorize long term • borrowing by the issue of debentures or through another municipality under section 403 or 404 of the Act; AND WHEREAS OILC has invited Ontario municipalities desirous of obtaining temporary and long term debt financing in order to meet capital expenditures incurred after December 31, 2003 in connection with eligible capital projects to make application to OILC for such financing by completing and submitting an application on the form provided by OILC (the "Application "); AND WHEREAS the Municipality has submitted an Application to OILC to request financing for the Projects by way of long term borrowing through the issue of debentures to OILC and by way of temporary borrowing from OILC pending the issue of such debentures; AND WHEREAS OILC has accepted and has approved the municipality's application; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE ENACTS AS FOLLOWS: 1. The Council of the Municipality hereby confirms, ratifies and approves the • completion by the Treasurer of an Application and the submission by such authorized official of an Application, duly executed by such authorized official, to OILC for the financing of the Projects in the maximum aggregate principal amount of $1,800,000 substantially in the form of Schedule "B" hereto and forming part of this By -law, with such changes thereon as such authorized official approved. (b) (a) Construction of each Project in the amount of the respective estimated Authorized Expenditure set out in column (3) of Schedule "A" is hereby approved and authorized;any one or more of the Mayor and the Treasurer are hereby authorized to conclude contracts on behalf of the Municipality for the construction of the Projects in accordance with the Municipality's usual protocol; (c) where applicable, the Engineer of the Municipality will forthwith make such plans, profiles and specifications and furnish such information as in the opinion of the Engineer is necessary for the construction of the Projects; and • (d) where applicable, the construction of the Projects shall be carried on and executed under the superintendence and according to the direction and orders of such Engineer. 2. The Mayor and the Treasurer are hereby authorized to negotiate and enter into, execute and deliver for and on behalf of the Municipality a financing agreement (a "Financing Agreement ") with OILC that provides for temporary and long term borrowing from OILC in respect of the Projects on such terms and conditions as such authorized officials may approve, such execution and delivery to be conclusive evidence of such approval. 3. The Mayor and /or the Treasurer are hereby authorized, pending the substantial completion of a Project or as otherwise agreed with OILC, to make temporary borrowings pursuant to section 405 of the Act in respect of each Project, on the terms and conditions provided in the Financing Agreement and on such other terms and conditions as such authorized officials may agree, and to sign such evidence of indebtedness as OILC may require (a "Note "); and the Treasurer is authorized to sign such certifications as OILC may require in connection with such borrowings in III respect of the Projects; provided that the amount of borrowings allocated to any Project does not exceed the Authorized Expenditure for such Project and does not exceed the loan amount set out in column (4) of Schedule "A" in respect of such Project. Page 3 of 3 The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law By -law No. 2015 - 028 4. Subject to the terms and conditions of the Financing Agreement and such other terms and conditions as OILC may otherwise require, the Mayor and the Treasurer are hereby authorized to enter into long term borrowing in respect of the Projects and to issue debentures to OILC on the terms and conditions provided in the Financing Agreement and on such other terms and conditions as such authorized officials may agree ( "Debentures "); provided that the principal amount of such Debentures issued in respect of a Project does not exceed the Authorized Expenditure for such Project and does not exceed the loan amount set out in column (4) of Schedule "A" in respect of such Project. In accordance with the provisions of section 25 of the Ontario Infrastructure and Lands Corporation Act, 2011, as amended from time to time hereafter, as security for the payment by the Municipality of the indebtedness of the Municipality to OILC under the Debentures (the "Obligations "), 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 the amounts that the Municipality fails to pay OILC on account of the Obligations and to pay such amounts to OILC from the Consolidated Revenue 111 Fund. 5. For the purposes of meeting the obligations of the Municipality in respect of the Note and any Debentures, the Municipality shall provide for raising in each year as part of the general levy, the amounts of principal and interest payable in each year under the Note and any outstanding Debenture, 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. 6. (a) The Mayor and /or the Treasurer are hereby authorized to execute and deliver the Note, the Mayor and the Treasurer are hereby authorized to enter into, execute and deliver the Financing Agreement and to cause Debentures to be issued, the Clerk and Treasurer are severally hereby authorized to generally do all things and to execute all other documents and papers in the name of the Municipality in order to perform the obligations of the Municipality under the Financing Agreement and to carry out the issuance of the Note and Debentures, and the Treasurer is authorized to affix the Municipality's municipal seal to any such documents and papers. • (b) The proceeds realized in respect of the Note and Debentures, after providing for the expenses related to their issue, if any, shall be apportioned and applied for the respective Projects and for no other purpose except as permitted by the Act. 7. This By -law takes effect on the day of passing. 8. This by -law may be cited as the "The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law" READ a FIRST and SECOND TIME this 4th day of March, 2015. READ a THIRD TIME and FINALLY PASSED this 4th day of March, 2015. Mayor Clerk 1111 Schedule "A" to By -Law Number 2015- 028 • (1) ( ( ( Project Description of Capital Estimated Loan Amount Number Work Expenditure 2 Municipal Administration $1,800,000 $1,800,000 Centre Renovations • • 1111 Schedule "B" to By -Law Number 2015- 028 Please insert the OILC Application into Schedule "B ". III III III III ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION Application ID: 14090 Program Year: 2014/2015 Application Submit Date: Jan -21 -2015 A. GENERAL INFORMATION - Borrowing Municipality Name: The Municipality of Kincardine ID: 41020 Address: 1475 Conc 5 City: Kincardine RR #5 Postal Code: N2Z 2X6 Name of Treasurer(or Roxana Baumann Title: Director of Finance equivalent): Telephone Number: 519 - 396 -3468 Fax No.: 519 - 396 -1488 Email: rbaumann @kincardine.net B. CONTACT INFORMATION Questions regarding the information contained in the application form should be addressed to: Name: Roxana Baumann Title: Director of Finance Telephone: 519 - 396 -3468 x107 Fax No.: 519 - 396 -1488 Email: rbaumann @kincardine.net C. PROJECT SUMMARY INFORMATION No. Project Name Category Type Loan Amount 1 Municipal Administration Centre Municipal Other Administration $1,800,000.00 Renovations Infrastructure Total Loan Amount $1,800,000.00 Page 1 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION Project Details - Municipal Other Infrastructure Project Name Municipal Administration Centre Renovations Category Municipal Other Infrastructure Construction Start Date Sep -22 -2014 Construction End Date Mar -02 -2015 Please indicate the type of infrastructure project. Please select only one. ❑ Fire 111 Police ❑ Ambulance p Administration ❑ Others Please indicate below if any aspect of the project pertains to: Energy Conservation: ❑ Yes p No The Municipal Eco Challenge Fund (MECF) is a three year, $20 million grant and $200 million loan initiative to help municipalities reduce Green House Gas (GHG) emissions from their infrastructure. Please indicate whether the loan is for a project that will reduce energy consumption or GHG emissions from a municipally -owned facility (building, arena, etc.). ❑ Yes p No Is this project also being considered for an MECF grant? ❑ Yes p No Please provide : An estimate of the reduction in energy consumption or GHG emissions as a result of the project. or A short description of the energy conservation benefits. Address of the project: 1475 Concession 5 Kincardine, Ontario Page 2 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION IN2Z 2X6 Type of work (e.g. new construction, renovation of existing Renovation facilities, redevelopment, deferred maintenance, etc.): Description of the project: The renovation includes replacement of finishes on exterior walls complete with additional insulation, rebuild of the lower roof complete with railing, replacement of HVAC system throughout the building, replacement of florescent lighting to LED fixtures, partial interior renovation entrance area, flooring replacement on first floor, electrical work, minor glazing replacement and painting interior Additional comments: What is the life span of the project in years? (i.e. the physical asset) 20 Please identify your Ministry contact (If applicable) Ministry: Contact Name: Contact Phone: Page 3 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION Project Information Project Name Municipal Administration Centre Renovations Category Municipal Other Infrastructure Project Cost (A) $1,800,000.00 Project Funding /Financing List existing and expected Funding /Financing sources for the project (eg. Reserves, other cash on hand, approved grants, etc.). Source /Description Timing Amount Total Amount (B) $0.00 OILC Loan Amount (A -B) $1,800,000.00 Please enter your long -term borrowing requirements including the estimated date the funds are required. Only include long -term borrowing in this section. If you anticipate that you will require short-term financing during the construction phase of the project, the information will be gathered as part of the Financing Agreement. Estimated Date Required Amount Term (in years) Type Feb -27 -2015 $1,800,000.00 10 Amortizing Total Long -Term Financing $1,800,000.00 Page 4 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION D. DEBT AND REPAYMENT SUMMARY Financial Information Returns (FIR) Please be aware that OILC will be unable to complete the processing of your application until you have filed your most current FIR with the Ministry of Municipal Affairs and Housing. If you have not filed your FIR, you should submit your application to OILC and send your FIR to MMAH as soon as possible. ARL Please provide a copy of the Borrower's most recent ARL issued by MMAH. Existing Borrowing: Please provide the following details on the existing debt, including capital leases and unsecured debt. Loan Loan Initial Amount Annual Date Maturity Summary Payment Periodic Payment # Purpose Amount Outstanding Interest Borrowed Year of Existing Type Amount Frequency Borrowed as per Most Rate ( %) (mmldd /yy Pledges, Payable Recent yy) Conditions, Audited Covenants Financials Please elaborate on re financing plans and options for any existing "interest only" debt, if applicable Existing Encumbrances: Does the Borrower have any existing liens, pledges and any other encumbrances on existing assets? ❑ Yes ❑ No If yes, please provide details: Page 5 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION OILC Loan Repayment Information Please indicate the source(s) of revenue you plan to use to repay the OILC Loan. Contribution to OILC Loan Payments ( %) Source Taxation 100.00 User Fees Service Charges Development Charges Connection Fees Description of Other Source Subsidies Other Total 100.00 Audited Financial Statements A copy of the most recent audited financial statements must be attached with this loan application. Page 6 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION E. LITIGATION Is there any litigation threatened or existing which would affect any projects or substantially impair the Borrower's ability to pay debt service costs on its general obligation indebtedness? Please indicate Yes or No. ❑ Yes p No Please complete the Certificate of Litigation template found under the Forms menu. F. NON - REPAYMENT OF LOANS OR DEBENTURES In the last 10 years has the Borrower ever failed to make a loan or debenture repayment on time to any lender, including to the Provincial Government? ❑ Yes 12 No If yes, please provide details. If necessary, attach details. G. PROVINCIAL GRANTS AS SECURITY Pursuant to OILC's enabling legislation, the Minister of Finance may deduct funds from provincial grants to the Borrower appropriated by the Legislative Assembly of Ontario for payment to OILC to satisfy any outstanding unpaid amounts owed by the Borrower to OILC. H. ATTACHMENTS Please ensure all required documents are submitted with the signed application. OILC requires originals as noted below to be mailed or couriered. Also, please retain a copy of all documents submitted to OILC for your records. • Loan Application Signature Page signed and dated by the appropriate individual (original to be submitted) • Certified and sealed copy of OILC template By -Law authorizing project borrowing and applying f a loan (original with seal) • Certificate of Treasurer Regarding Litigation using the OILC template (original, signed & sealed) • Updated Certified Annual Repayment Limit Calculation (original) • OMB approval if exceeding debt repayment limit, if applicable • Capital Plan if applicable • Project management letter Page 7 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION p I acknowledge and agree that all of the above referenced documents must be submitted in the form required by OILC and understand that the application will not be processed until such documents have been fully completed and received by Infrastructure Ontario. Please note: OILC retains the right to request and review any additional information or documents at its discretion. p I acknowledge that I have read and understood the Project Management and Best Practices Reporting Requirements Confidential Information OILC is an institution to which the Freedom of Information and Protection of Privacy Act (Ontario) applies. Information and supporting documents submitted by the Borrower to process the loan application will be kept secure and confidential, subject to any applicable laws or rules of a court or tribunal having jurisdiction. Page 8 of 8 The Ontario Infrastructure and Lands Corporation (OILC) (Municipal Administration Centre Renovations) By -law By -Law No. 2015 — 028 FINANCING AGREEMENT No. 14Kin4102014090FA Program Year: 2014/2015 Between ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (hereinafter referred to as "OILC "); And THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter referred to as the "Municipality ") Filed under separate cover in Administration File — C01 in Central Records: Titled: Municipality of Kincardine By -Law No. 2015 — 028 A BY -LAW TO AUTHORIZE CERTAIN CAPITAL WORKS OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (THE "MUNICIPALITY ") TO AUTHORIZE THE SUBMISSION OF AN APPLICATION TO THE ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ( "OILC ") FOR FINANCING SUCH CAPITAL WORKS; TO AUTHORIZE TEMPORARY BORROWING FROM OILC TO MEET EXPENDITURES IN CONNECTION WITH SUCH WORKS; AND TO AUTHORIZE LONG TERM BORROWING FROM OILC FOR SUCH WORKS THROUGH THE ISSUE OF DEBENTURES Cited as: The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law Dated: 4th day of March, 2015 THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE _ KBT, * EW3n n 16 BY-LAW No. 2015 - 028 A BY -LAW TO AUTHORIZE CERTAIN CAPITAL WORKS OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (THE "MUNICIPALITY "); TO AUTHORIZE THE SUBMISSION OF AN APPLICATION TO THE ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ( "OILC ") FOR FINANCING SUCH CAPITAL WORKS; TO AUTHORIZE TEMPORARY BORROWING FROM OILC TO MEET EXPENDITURES IN CONNECTION WITH SUCH WORKS; AND TO AUTHORIZE LONG TERM BORROWING FROM OILC FOR SUCH WORKS • THROUGH THE ISSUE OF DEBENTURES WHEREAS the Municipal Act, 2001 (Ontario), as amended, (the "Act ") provides that a municipal power shall be exercised by by -law unless the municipality is specifically authorized to do otherwise; AND WHEREAS it is now deemed to be expedient to authorize for the municipal purposes of the Municipality the new capital works described in column (2) of Schedule "A" (individually a "Project ", collectively the "Projects ") attached hereto and forming part of this By -law ( "Schedule "A ") in the amount of the estimated expenditure set out in column (3) of Schedule "A ", subject in each case to approval by OILC of the financing for such Projects that will be requested by the Municipality in the Application as hereinafter described; AND WHEREAS in accordance with section 4 of Ontario Regulation 403/02, the Council of the Municipality has had its Treasurer update its most recent annual debt and financial obligation limit received from the Ministry of Municipal Affairs and Housing (as so updated, the "Updated Limit "), and, on the basis of the authorized expenditure for each Project as set out in column (3) of Schedule "A" ( "Authorized Expenditure "), the Treasurer has calculated the estimated annual amount payable in respect of each Project (collectively the e "Project Limits ") and has determined that the aggregate of the Project Limits does not exceed the Updated Limit, and accordingly the approval of the Ontario Municipal Board under the Ontario Municipal Board Act (Ontario), as amended, is not required before any such Project is authorized by Council; AND WHEREAS subsection 405(1) of the Act provides that a municipality may authorize temporary borrowing to meet expenditures made in connection with a work to be financed in whole or in part by the issue of debentures if,the municipality is an upper -tier municipality, a lower -tier municipality in a county or a single -tier municipality and it has approved the issue of debentures for the work; (a) the municipality is a lower -tier municipality in a regional municipality and it has approved the work and the upper -tier municipality has approved the issue of debentures for the work; or (b) the municipality has approved the issue of debentures for another municipality or a school board under section 404; • AND WHEREAS subsection 401(1) of 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; Page 2 of 3 The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law By -law No. 2015 - 028 AND WHEREAS the Act also provides that a municipality shall authorize long term • borrowing by the issue of debentures or through another municipality under section 403 or 404 of the Act; AND WHEREAS OILC has invited Ontario municipalities desirous of obtaining temporary and long term debt financing in order to meet capital expenditures incurred after December 31, 2003 in connection with eligible capital projects to make application to OILC for such financing by completing and submitting an application on the form provided by OILC (the "Application "); AND WHEREAS the Municipality has submitted an Application to OILC to request financing for the Projects by way of long term borrowing through the issue of debentures to OILC and by way of temporary borrowing from OILC pending the issue of such debentures; AND WHEREAS OILC has accepted and has approved the municipality's application; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE ENACTS AS FOLLOWS: • 1. The Council of the Municipality hereby confirms, ratifies and approves the completion by the Treasurer of an Application and the submission by such authorized official of an Application, duly executed by such authorized official, to OILC for the financing of the Projects in the maximum aggregate principal amount of $1,800,000 substantially in the form of Schedule "B" hereto and forming part of this By -law, with such changes thereon as such authorized official approved. (b) (a) Construction of each Project in the amount of the respective estimated Authorized Expenditure set out in column (3) of Schedule "A" is hereby approved and authorized;any one or more of the Mayor and the Treasurer are hereby authorized to conclude contracts on behalf of the Municipality for the construction of the Projects in accordance with the Municipality's usual protocol; (c) where applicable, the Engineer of the Municipality will forthwith make such plans, profiles and specifications and furnish such information as in the opinion of the Engineer is necessary for the construction of the Projects; and III (d) where applicable, the construction of the Projects shall be carried on and executed under the superintendence and according to the direction and orders of such Engineer. 2. The Mayor and the Treasurer are hereby authorized to negotiate and enter into, execute and deliver for and on behalf of the Municipality a financing agreement (a "Financing Agreement ") with OILC that provides for temporary and long term borrowing from OILC in respect of the Projects on such terms and conditions as such authorized officials may approve, such execution and delivery to be conclusive evidence of such approval. 3. The Mayor and /or the Treasurer are hereby authorized, pending the substantial completion of a Project or as otherwise agreed with OILC, to make temporary borrowings pursuant to section 405 of the Act in respect of each Project, on the terms and conditions provided in the Financing Agreement and on such other terms and conditions as such authorized officials may agree, and to sign such evidence of indebtedness as OILC may require (a "Note "); and the Treasurer is authorized to sign such certifications as OILC may require in connection with such borrowings in ill respect of the Projects; provided that the amount of borrowings allocated to any Project does not exceed the Authorized Expenditure for such Project and does not exceed the loan amount set out in column (4) of Schedule "A" in respect of such Project. Page 3 of 3 The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law By -law No. 2015 - 028 4. Subject to the terms and conditions of the Financing Agreement and such other terms and conditions as OILC may otherwise require, the Mayor and the Treasurer are hereby authorized to enter into long term borrowing in respect of the Projects and to issue debentures to OILC on the terms and conditions provided in the Financing Agreement and on such other terms and conditions as such authorized officials may agree ( "Debentures "); provided that the principal amount of such Debentures issued in respect of a Project does not exceed the Authorized Expenditure for such Project and does not exceed the loan amount set out in column (4) of Schedule "A" in respect of such Project. In accordance with the provisions of section 25 of the Ontario Infrastructure and Lands Corporation Act, 2011, as amended from time to time hereafter, as security for the payment by the Municipality of the indebtedness of the Municipality to OILC under the Debentures (the "Obligations "), 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 the amounts that the Municipality fails to pay OILC on account of the • Obligations and to pay such amounts to OILC from the Consolidated Revenue Fund. 5. For the purposes of meeting the obligations of the Municipality in respect of the Note and any Debentures, the Municipality shall provide for raising in each year as part of the general levy, the amounts of principal and interest payable in each year under the Note and any outstanding Debenture, 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. 6. (a) The Mayor and/or the Treasurer are hereby authorized to execute and deliver the Note, the Mayor and the Treasurer are hereby authorized to enter into, execute and deliver the Financing Agreement and to cause Debentures to be issued, the Clerk and Treasurer are severally hereby authorized to generally do all things and to execute all other documents and papers in the name of the Municipality in order to perform the obligations of the Municipality under the Financing Agreement and to carry out the issuance of the Note and Debentures, and the Treasurer is authorized to affix the Municipality's municipal seal to any such documents and papers. 111 (b) The proceeds realized in respect of the Note and Debentures, after providing for the expenses related to their issue, if any, shall be apportioned and applied for the respective Projects and for no other purpose except as permitted by the Act. 7. This By -law takes effect on the day of passing. 8. This by -law may be cited as the "The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law" READ a FIRST and SECOND TIME this 4th day of March, 2015. READ a THIRD TIME and FINALLY PASSED this 4th day of March, 2015. Mayor Clerk • Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes FINANCING AGREEMENT THIS AGREEMENT ( "the Agreement "), made in duplicate, dated and effective as of the 16th day of March, 2015 BETWEEN: ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (hereinafter referred to as "OILC "); And THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (hereinafter referred to as the "Municipality ") WHEREAS: OILC has advised the Municipality that its loan application number 14090, (the "Application "), has been approved; OILC agrees to make financing available to the Municipality up to a maximum aggregate principal amount of $1,800,000.00 (ONE MILLION, EIGHT HUNDRED THOUSAND DOLLARS) (the "Committed Amount ") for the project(s) listed in the Application and more particularly described in Schedule "A" hereto (each, a "Project "), subject to the terms and conditions set out in this Agreement. NOW THEREFORE for good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged by the parties, the Municipality and OILC hereby agree as follows: 1. Definitions. In this Agreement: (a) "Act" means the Municipal Act, 2001, S.O. 2001, c. 25, as amended from time to time. (b) "Agreement" means the agreement constituted by this agreement including all schedules attached hereto and referenced documents, as the same may be amended, restated, supplemented, replaced, otherwise modified or terminated from time to time. Terms such as "hereof', "herein" and "hereto" refer to this Agreement. (c) "Business Day" means a day on which banking institutions in Toronto, Ontario, Canada and the Municipality are not authorized or obligated by law or executive order to be closed, other than Saturday or Sunday. (d) "Committed Amount" has the meaning given to it in the third recital hereof; and when used in reference to a particular Project, "Committed Amount" means the portion of the Committed Amount allocated to such Project in Schedule "A" hereto. Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes (e) "Facility Termination Date" means the earlier of 16th day of March, 2020 and the date on which the obligations of OILC hereunder have been terminated pursuant to paragraphs 12(b) or 12(c) hereof. (f) "Interest Period" for an Advance means: (i) initially, the period from and including the date of the Advance to but not including the next following "Reset Date" (as defined in paragraph 8 hereof); and (ii) subsequently, each period from and including a Reset Date to but not including the next following Reset Date. (g) "Issue Date" for a Debenture means the date on which the Debenture is issued. (h) "Obligations" means all Advances evidenced by the promissory note issued pursuant to this Agreement and any unpaid interest thereon. (i) "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 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 the remaining Reference Banks. (j) "Principal Amount" of an interest - bearing Debenture means the amount stated to be payable by the maturity date of the Debenture, exclusive of any interest. (k) "Substantial Completion" means the time at which the Project is ready for use or is being used for the purpose intended and is so certified by the architect, the engineer or entity licensed to practice in the province 2. Representations and Warranties. The Municipality represents and warrants to OILC that: (a) the information contained in the Application, to the extent that it relates to the Municipality or the Project(s), is true and correct in all material respects as of the date of this Agreement; (b) the financing applied for in the Application relates only to expenditures in respect of the Project(s) that were or will be actually made by the Municipality on or after January 1, 2004 and that will be made prior to the date of any Advance as defined in (c) below; (c) long term financing for the Project(s) by way of one or more debentures (individually a "Debenture ", collectively the "Debentures ") to be issued to OILC, short term temporary financing for the Project(s) by way of one or more advances ( "Advances ") to be made by OILC, and the entering into of this Agreement have been approved by authorizing by -law duly passed by the Council of the Municipality in full compliance with the Act and the regulations made thereunder and more particularly described in Schedule "B" hereto (the "Authorizing By- law"); Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes (d) the principal amount of financing allocated to each Project in the Authorizing By- law does not exceed the expenditures approved by the Municipality in respect of such Project; (e) the Municipality is not now subject to any restructuring order under Part V of the Act; accordingly, no approval of the Project(s), the Application or the borrowings applied for in the Application is required to be given by any transition board or commission appointed in respect of the restructuring of the Municipality and the Municipality undertakes to notify OILC if it becomes subject to any restructuring order under Part V of the Act; and (f) the Municipality is not currently in default under any debentures and undertakes to immediately inform OILC if it is in default under any such financial obligations at any time. 3. Use of Proceeds. (a) The Municipality covenants and agrees that: (i) the proceeds of all Advances shall be applied only to capital expenditures actually made by the Municipality in respect of hard and soft capital costs on or after January 1, 2004 if such costs are directly related to the Project(s) and not to any other purpose; (ii) the proceeds of each Debenture shall be applied only to either: (1) repayment of Advances, as more particularly set out in paragraph 10 below; or (2) capital expenditures in respect of hard and soft capital costs actually made or to be made if OILC in its sole discretion has agreed to purchase a Debenture prior to making any Advance or prior to the expenditure of all or any portion of the Committed Amount on the Project(s), by the Municipality on or after January 1, 2004 if such costs are directly related to the Project(s) in respect of which the Debenture is being issued; or (3) legal costs and expenses directly related to the issue of such Debenture; and not to any other purpose. (b) For greater certainty, OILC is not responsible for ensuring that the proceeds of Advances and Debentures are in fact used in the manner specified in paragraph 3(a) above. Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes 4. Project Expenditure Requirements. The Municipality shall not request an Advance in respect of a Project hereunder unless expenditures in an amount no Tess than the amount of the Advance to be allocated to such Project have actually been made by the Municipality prior to the date of such request subject to the right of OILC to waive this requirement at its sole discretion. 5. Evidence of Advances — Notes. Each Advance hereunder shall be evidenced by an entry recorded by OILC on the schedule to a grid promissory note of the Municipality in favour of OILC in the form to be provided by OILC (the "Note "), which entry shall be presumed to be conclusive evidence of the matters recorded, absent manifest error; provided, however, that the failure of OILC to make any such recording shall not affect the obligations of the Municipality under the Note. 6. Procedure for Obtaining Advances. (a) The Municipality may request an Advance to be paid on either the 1st or the 15th day of any calendar month or the first Business Day following such date if such date is not a Business Day (either of which is defined as the "Advance Date ") by delivering to OILC at the address shown on Schedule "C" hereto no later than five (5) Business Days prior to the Advance Date on which the Advance is required, by courier or fax, a certificate of the Treasurer of the Municipality in the form to be provided by OILC in respect of the Advance so requested (a "Treasurer's Certificate "). (b) The principal amount of all Advances will be tendered to the Municipality by electronic transfer of funds to an account of the Municipality maintained with a deposit- taking institution, such account to be designated by notice in writing to OILC by the execution and delivery of the attached Schedule "D" to this Agreement and the Municipality undertakes to notify OILC immediately in writing of any changes in its designated account for the purposes of such deposit. 7. (a) Conditions Precedent to Advances. OILC shall not make any Advance until each of the following conditions precedent has been satisfied: (i) the Municipality shall have executed and delivered to OILC a Note in respect of all Advances to be made under this Agreement; (ii) OILC shall have received a Treasurer's Certificate in respect of the Advance requested; (iii) at OILC's sole discretion, if any issues that were raised in any audit conducted under paragraph 16 (a) have been resolved to OILC's satisfaction and /or OILC has neither required an audit under paragraph 16 (a) nor is such an audit ongoing; Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes (iv) the amount of the requested Advance when added to the aggregate amount of Advances then outstanding in respect of a Project, does not exceed the Committed Amount for that Project; (v) the representations and warranties of the Municipality set out in paragraph 2 hereof shall be true and correct as at the date of the Advance, as evidenced by the Treasurer's Certificate; (vi) the Municipality shall not be in material default of any of its obligations under this Agreement as at the date of the Advance, as evidenced by the Treasurer's Certificate; (vii) none of the events specified in paragraph 12(c) shall have occurred and be continuing; (viii) expenditures on the Project(s) for which the Advance is requested shall have been made subject to paragraph 4, as evidenced by the Treasurer's Certificate; and (ix) at OILC's sole discretion, an Advance requested when added to the aggregate amount of all Advances then outstanding does not exceed the quarterly advance requests as noted in Schedule "A" hereto. (b) Conditions Precedent to Debenture Purchases. OILC shall not purchase any Debenture until each of the following conditions precedent, has been satisfied, in which case OILC may purchase any Debenture in accordance with paragraphs 9 and 10: (i) OILC shall have received a Treasurer's Certificate, dated as of the Issue Date ( "Debenture Treasurer's Certificate "); (ii) OILC shall have received a legal opinion from the municipality's external legal counsel, dated as of the Issue Date, addressed to OILC in form and substance satisfactory to OILC; (iii) the purchase price for any Debenture, when added to the aggregate amount of Debentures then outstanding in respect of a Project, does not exceed the Committed Amount for that Project; (iv) the representations and warranties of the Municipality set out in paragraph 2 hereof shall be true and correct as at the date of the request to purchase a Debenture, as evidenced by the Debenture Treasurer's Certificate; (v) the Municipality shall not be in material default of any of its obligations under this Agreement as at the Issue Date, as evidenced by the Debenture Treasurer's Certificate; (vi) at OILC's sole discretion, if any issues that were raised in any audit conducted under paragraph 16 (a) have been resolved to OILC's Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes satisfaction and /or OILC has neither required an audit under paragraph 16 (a) nor is such an audit ongoing; (vii) none of the events specified in paragraph 12(c) shall have occurred and be continuing; and (vii) expenditures on the Project(s) for which the purchase of a Debenture is requested shall have been made or will be made, or, if OILC, in its sole discretion, has agreed to purchase a Debenture prior to making any Advance or prior to the expenditure of all or any portion of the Committed Amount on the Project(s), as evidenced by the Debenture Treasurer's Certificate. 8. Interest on Advances. (a) Each Advance, including the Advance for the initial Interest Period, shall bear interest from and including the date of such Advance to (but excluding) the date of repayment or satisfaction, at a floating rate per annum as determined by OILC based on OILC's cost of funds plus OILC's prevailing spread assigned to the borrower sector for program delivery costs and risks (the "Advance interest Rate "). The Advance Interest Rate for an Advance for the initial Interest Period shall be determined on and shall bear interest from the date of the Advance to, but not including, the next following Reset Date (as hereafter defined). The Advance Interest Rate for each subsequent Interest Period shall be determined on the first Business Day of each calendar month (each such Business Day, a "Reset Date ") for the following Interest Period and will be effective on the Reset Date, which Advance Interest Rate, as so reset, shall apply to the Advance for such Interest Period until reset again. (b) Interest accrued during an Interest Period on the principal balance of an Advance outstanding during such Interest Period shall be payable in arrears on the first Business Day of the calendar month following the Interest Period in an amount equal to the product of the Advance Interest Rate in effect during such Interest Period and the principal balance of the Advance outstanding as at the Reset Date for such Interest Period, or in the case of an initial Interest Period the principal balance outstanding on the date of the Advance, multiplied by a fraction, the numerator of which is the number of days in the Interest Period and the denominator of which is 365 or 366 as appropriate. (c) Payments of interest shall be made by pre- authorized debit from an account of the Municipality maintained with a deposit- taking institution, such account to be designated by notice in writing to OILC by the execution and delivery of the attached Schedule "D" to this Agreement, which Schedule forms part of this Agreement, together with such other authorizations, voided cheques and other documentation as the deposit- taking institution and the rules of the Canadian Payments Association may require for such pre- authorized debit, and the Municipality undertakes to notify OILC immediately in writing of any changes in its designated account for the purposes of pre- authorized debits. Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes (d) The Municipality shall pay interest to OILC on any overdue amount of principal or interest in respect of any Advance, both before and after demand, default, maturity and judgment, at a rate per annum equal to the Prime Rate 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 OILC any and all costs and losses incurred by OILC as a result of the payment having been overdue. (e) For purposes of disclosure pursuant to the Interest Act (Canada), the yearly rate of interest which is equivalent to a rate of interest payable in respect of the principal amount of any Advance for any period of less than a year may be determined by multiplying the rate of interest for such period by a fraction, the numerator of which is the actual number of days in a year commencing on and including the first day in such period and ending on but excluding the corresponding day in the next calendar year and the denominator of which is the actual number of days in such period. 9. Purchase of Debentures. (a) Provided that the Municipality is not in default under this Agreement, that all of the conditions precedent listed in paragraph 7 have been satisfied and that none of the events specified in paragraph 12(c) shall have occurred and be continuing, and upon satisfaction of such other usual and customary conditions precedent as OILC and its legal counsel may reasonably require, and subject to paragraph 10 hereof, OILC agrees to purchase Debentures from the Municipality on the Issue Date, being the 1 or 15 or the next following Business Day of a calendar month as noted on the attached Schedule "A" or at a time or times to be determined at the sole discretion of OILC, on or prior to the Facility Termination Date in an aggregate Principal Amount not to exceed the Committed Amount and subject to the detailed Debenture purchase process to be provided to the Municipality. (b) Notwithstanding anything in this Agreement, the Municipality hereby irrevocably offers to issue Debentures in the amount of the Obligations subject to the terms and conditions as described herein within one hundred and twenty (120) days of Substantial Completion of a Project. OILC's acceptance of this offer will constitute an irrevocable agreement between the Municipality and OILC for the Municipality to issue and offer to sell to OILC such Debentures on the terms and conditions hereof. In the event that the Municipality fails to complete the issuance of Debentures on the terms as described herein within one hundred and twenty (120) days of Substantial Completion, thereafter the Advance Interest Rate shall increase to the Prime Rate. (c) The purchase price for any Debentures issued in accordance with paragraph 9(a) shall be satisfied by virtue of and to the extent of the satisfaction of the Obligations effected by such issuance pursuant to paragraph 10(f). Satisfaction of such purchase price by such means shall be deemed to be equivalent for all purposes, including without limitation the purposes of subsection 413(1) of the Act, to the receipt by the Municipality from OILC of an amount of money equal to the amount of the Obligations so satisfied. If such purchase price exceeds the Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes amount of the Obligations so satisfied, OILC shall pay such excess to the Municipality in immediately available funds upon the issue of the Debentures. (d) If OILC agrees to purchase Debenture(s) from the Municipality prior to making any Advance or prior to the expenditure of all or any portion of the Committed Amount on the Project(s), the Municipality agrees that it will submit an annual Treasurer's Report, in the form to be provided by OILC, to OILC verifying that all proceeds of such Debenture(s) have been used exclusively for the financing of the Project(s) during the relevant period. The first such report shall be due on the first anniversary of the purchase of the Debenture(s) by OILC and subsequent reports shall be due annually thereafter on subsequent anniversaries until such time as all the proceeds of such Debenture(s) have been expended. (e) The purchase price for Debentures, in excess of any outstanding Obligations, will be tendered to the Municipality by electronic transfer of funds to an account of the Municipality maintained with a deposit- taking institution, such account to be designated by notice in writing to OILC by the execution and delivery of the attached Schedule "D" to this Agreement and the Municipality undertakes to notify OILC immediately in writing of any changes in its designated account for the purposes of such deposit. 10. Issue of Debentures and Repayment of Advances. (a) Each Advance shall be due and payable in full on the earlier of the Facility Termination Date or the Issue Date for the Project(s) for which the Advance was made (the "Maturity Date "), subject to OILC's right to extend the Maturity Date in its sole discretion. The Municipality shall repay the Advance on the Maturity Date by: (i) paying an amount equal to the Advance to OILC in immediately available funds; (ii) converting the Advance into long term financing by issuing to OILC one or more Debentures in a principal amount at least equal to the Advance to be repaid; or (iii) any combination of (i) or (ii) (b) The Municipality shall notify OILC sixty (60) days in advance of the Issue Date as noted on Schedule "A" hereto. If the Debenture(s) will not be offered for purchase on such date the Municipality shall propose another Issue Date subject to OILC's rights under paragraph 9(a) and subject to OILC's right to reject the new Issue Date. (c) An Advance may be prepaid at any time prior to its Maturity Date at the sole discretion of OILC and subject to such terms and conditions as may be imposed at OILC's sole discretion. The principal amount of any such repaid Advance cannot be subsequently borrowed by the Municipality. (d) If one or more Debentures are to be issued to OILC on the same Issue Date in a Principal Amount that is less than the aggregate amount of the Obligations then Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes outstanding, then prior to the issue of any such Debenture(s), the Municipality shall designate by notice in writing to OILC the Project or Projects (each, a "Debenture Project ") in respect of which the Debenture(s) will be issued, the Advances that will be repaid by the proceeds of such issue (the "Related Advances ") and the portion of the Principal Amount of the Debenture(s) that relates to each such Debenture Project. (e) OILC is not responsible for ensuring that the proceeds of any Debenture are in fact used for the Debenture Project(s) designated as such by the Municipality pursuant to paragraph 10(d) nor that any Advance designated as a Related Advance by the Municipality in fact relates to the Debenture Project(s) designated as such by the Municipality pursuant to paragraph 10(d) above. (f) The issuance of Debentures shall satisfy an amount of the Obligations then outstanding to the extent of the aggregate Principal Amount of such issuance. If such aggregate Principal Amount is Tess than the amount of the Obligations then outstanding, then the Related Advances shall be repaid to the extent of such aggregate Principal Amount. (g) The interest rate for each Debenture (the "Debenture Interest Rate ") shall be fixed by OILC based on OILC's cost of funds plus OILC's prevailing spread assigned to the borrower sector for program delivery costs and risks. A rate confirmation letter will be sent to the Municipality by OILC confirming the Debenture Interest Rate to be offered for the Debenture and the Municipality's acceptance of such rate shall be conclusive proof of acceptance of the Debenture Interest Rate offered. (h) Payments of principal and interest due on each Debenture shall be made by pre - authorized debit from an account of the Municipality maintained with a deposit - taking institution, such account to be designated by notice in writing to OILC by the execution and delivery of the attached Schedule "D" to this Agreement, together with such other authorizations, voided cheques and other documentation as the deposit- taking institution and the rules of the Canadian Payments Association may require for such pre- authorized debit, and the Municipality undertakes to notify OILC immediately in writing of any changes in its designated account for the purposes of pre- authorized debits. 11. Right of Deduction. As security for the satisfaction by the Municipality of the Obligations and its payment obligations under the Debenture(s), the Municipality hereby agrees, pursuant to section 25 of the Ontario Infrastructure and Lands Corporation Act, 2011 (Ontario), as amended from time to time hereafter, 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 the amounts that the Municipality fails to pay OILC on account of the Obligations and /or any Debenture(s) and to pay such amounts to OILC from the Consolidated Revenue Fund. Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes 12. Term, Termination and Default. (a) This Agreement shall terminate ten (10) Business Days following the date on which the last Obligations outstanding hereunder are paid in full or following the purchase by OILC of the last Debenture to be issued pursuant to this Agreement (the later of the two dates means the "Termination Date ") unless earlier terminated in accordance with paragraphs (b) or (c) below, in which case the "Termination Date" means the date on which this Agreement shall terminate, in accordance with such paragraph. (b) OILC may terminate its obligations under this Agreement on thirty (30) days prior notice in writing to the Municipality if in the reasonable opinion of OILC the Municipality is in material default under this Agreement, other than for any cause enumerated in (c) below or if OILC rejects a new Issue Date pursuant to section 10(b). (c) OILC may terminate any or all of its obligations under this Agreement immediately, subject to paragraph (d) below, (i) if the Municipality: (1) fails to make one or more payments of interest on the Note within five (5) Business Days after the same becomes due and payable; (2) reaches or exceeds its updated debt and financial obligation limit received from the Ministry of Municipal Affairs and Housing; (3) has failed to meet and pay any of its obligations under any debentures issued by the Municipality or interest thereon when due and after payment thereof has been duly demanded; (4) has failed to meet and pay any of its other debts or liabilities when due and default in payment is occasioned from financial difficulties affecting the Municipality; (5) has or may become involved in financial difficulties such that default or unusual difficulty in meeting debts or obligations or in providing adequate funds to meet current expenditures may ensue, or has failed to levy the necessary rates to meet current expenditures; (6) uses any Advance or the proceeds of any Debenture for any purpose other than financing the Project(s); or (ii) if the Ontario Municipal Board makes an order under section 21 of the Municipal Affairs Act (Ontario), as amended, or any successor legislation to vest in the Ministry of Municipal Affairs and Housing Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes control and charge over the administration of all the affairs of the Municipality as set forth in the order; (iii) if issues raised in an audit required under paragraph 16(a) have not been resolved to OILC's satisfaction within a reasonable time after the Municipality has been notified of such issues; or (iv) if one or more Reports are not submitted to OILC in accordance with paragraph 3(c). (d) If OILC elects to terminate its obligations under this Agreement pursuant to paragraph 12(c) hereof, it shall give notice in writing of such termination to the Municipality, specifying the reason for such termination. Upon delivery of such notice OILC shall have no further obligation to make any Advances or to purchase any Debentures hereunder. In such notice OILC may also declare all Obligations outstanding hereunder and under the Note to be immediately due and payable, whereupon such Obligations shall become immediately due and payable; and in addition to any rights or remedies that OILC may have at law or in equity to enforce such Obligations, OILC may request that the Minister of Finance exercise the authority described in paragraph 11. (e) If OILC elects to terminate its obligations under this Agreement in accordance with paragraphs 12(b) or (c) above, OILC, at its discretion, shall assess any losses that it may incur as a result of the early termination as follows: if on the Termination Date the outstanding principal balance on the Debenture(s) is less than the net present value of the Debenture(s), the Municipality shall pay the difference between these two amounts to OILC. 13. Communications Requirements (a) OILC and the Municipality will work together to ensure that OILC financing of Project(s) receives recognition and prominence through agreed upon communications activities. An example of such activity could include signage at each Project site signifying Government of Ontario project financing. (b) OILC reserves the right to undertake its own communications activities in relation to OILC financing of the Project(s) at any time in its sole discretion and at its expense. (c) All joint communications activities between the Municipality and OILC must comply with the Government of Ontario's Visual Identity Directive and guidelines. 14. Project Management Requirements Intentionally Deleted Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes 15. Indemnity To the fullest extent permitted by law, the Municipality shall indemnify and hold harmless OILC, its officers, directors, agents, subcontractors and employees and agents (collectively, the "Indemnified Parties ") from and against all (a) claims and causes of action, pending or threatened, of any kind (whether based in contract, tort or otherwise) by third parties or by whomever made related to or arising out of or in any way related to Reports, this Agreement or the Project(s) and (b) liabilities, losses, damages, costs and expenses (including, without limitation, legal fees and disbursements) suffered or incurred by any of the Indemnified Parties in connection with any claims or causes of action described in paragraph (a) above. The obligations contained in this paragraph shall survive the termination or expiry of this Agreement. 16. General Provisions (a) i) OILC reserves the right to audit compliance with this Agreement at any time. Such right will survive any termination of this Agreement. The cost of any such audit will be at OILC's or the Municipality's expense at OILC's sole discretion. Municipalities are required to keep any supporting documents required for any such audit for a minimum of seven (7) years. (i) The Municipality's obligation to provide an annual Treasurer's Report as described in paragraph 9(d) shall survive any termination of this Agreement. (b) No amendment, restatement, supplement, replacement, other modification or termination of any provision of this Agreement is binding unless it is in writing and signed by each party. (c) The Municipality may not assign its rights or transfer its obligations under this Agreement without the prior written consent of OILC. OILC may assign its rights or transfer its obligations under this Agreement without the prior written consent of the Municipality by giving thirty (30) days notice of such assignment or transfer to the Municipality. This Agreement enures to the benefit of and binds the parties and their respective successors and permitted assigns. (d) This Agreement, together with the Schedules, the Application, the Note, the Treasurer's Certificate, the Debenture Treasurer's Certificate, the annual Treasurer's Report and the Debenture(s), constitutes the entire agreement between the parties with respect to the subject matter referenced in those documents and supersedes all prior agreements, negotiations, discussions, undertakings, representations, warranties and understandings, whether written or oral. (e) Each party shall from time to time promptly execute and deliver all further documents and take all further action reasonably necessary or appropriate to give effect to the provisions and intent of this Agreement. Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes (f) This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario. (g) This Agreement and any amendment, restatement, supplement, replacement, other modification or termination of any provision of this Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered is an original but all of which taken together constitute one and the same instrument. (h) Either party may deliver an executed copy of this Agreement by fax but that party shall immediately deliver to the other party an original executed copy of this Agreement. (i) Unless otherwise specified, each notice to a party must be given in writing and delivered personally or by courier, sent by prepaid registered mail or transmitted by fax to the address or fax number set out in Schedule "C ". (j) If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect: (1) the legality, validity or enforceability of the remaining provisions of this Agreement; or (ii) the legality, validity or enforceability of that provision in any other jurisdiction. [the remainder of this page has been left intentionally blank] Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes IN WITNESS WHEREOF the parties hereto have executed the Agreement effective as of the date first above written. ONTARIO INFRAS RUC URE AND LANDS CORPORATION per: I� Sleve e/t / t i 1 per: Krishnan lyer Chief Financial Officer We have the authority to bind the corporation THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE C per: 1 . Anne Eadie, Mayor per: Roxana Baumann, Treasurer We have the authority to bind the corporation Executed by the above parties as authorized by By -Law 2015 -028 of the Municipality. • Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes SCHEDULE "A" FINANCING SCHEDULE Ontario Infrastructure and Lands Corporation Financing Schedule Program Year: 2014/2015 Organization Name: Kincardine M Date: Mar 16, 2015 Approved Loan Amount: $1,800,000.00 Please review, complete areas where indicated, sign, date and return the form to OILC. The following information will be incorporated into the OILC Financing Agreement. The following lists the project information outlined in your application. Please verify that the project details are correct. You may amend the project completion dates or the total project cost if this information has changed since the application was submitted. Transfers between projects or categories are at OILC's discretion and require pre - approval. A Project Details Project Information Financing Information Start Date Completion Date Total Project OILC Loan Project Requested Date Revised Date of App IDProlect Name Category (mm /dd /yyyy) (mm /dd /yyyy) Cost Amount ID Term Type Amount of Debenture* Debenture (mm /dd /yyyy) (mm /dd /yvvv) 14090 Municipal Other 9/22/2014 3/2/2015 $1,800,000.00 $1,800,000.00 7777 10 y Amortizing $1,800,000.00 2/27/2015 05/0 /2015 Administration Centre Renovations $1,800,000.00 $1,800,000.00 $1,800,000.00 *Please note, debentures are to be purchased after expenditures have been incurred. Please review and adjust the Date of Debenture if required ensuring adequate time for the debenture purchase. For further clarifications or questions, please contact Jennifer Hutcheon, Director -Loan Operations at 416 - 326 -1149. Printed on: 03/16/2015 12:05:51 Page 1 of 3 Ontario Infrastructure and Lands Corporation Financing Schedule Program Year: 2014/2015 Organization Name: Kincardine M Date: Mar 16, 2015 Approved Loan Amount: $1,800,000.00 B Construction Financing Quarterly Forecast If you wish to participate in the construction loan program, please indicate the amount of construction financing you require per fiscal quarter and per debenture. A reminder that OILC provides construction advances based on incurred project expenditures, unless prior approval has been sought. JAN -MAR APR -JUN JUL -SEP OCT -DEC JAN -MAR APR -JUN JUL -SEP OCT -DEC JAN -MAR APR -JUN Project ID 2015 2015 2015 2015 2016 2016 2016 2016 2017 2017 7777 JUL -SEP OCT -DEC JAN -MAR APR -JUN JUL -SEP OCT -DEC JAN -MAR APR -JUN JUL -SEP OCT -DEC Project ID 2017 2017 2018 2018 2018 2018 2019 2019 2019 2019 7777 • Printed on: 03/16/2015 12:05:51 Page 2 of 3 Ontario Infrastructure and Lands Corporation Financing Schedule Program Year: 2014/2015 Organization Name: Kincardine M Date: Mar 16, 2015 Approved Loan Amount: $1,800,000.00 C Authorization I agree that these are the terms for the OILC loan. I understand that OILC will use this information to draft the Financing Agreement. jioXav c 6au mar Maid) 3S, c(-)13- Treasurer Signature Date PRINT NAME DIRECTIONS: Please mail or courier the original signed Financing Schedule to OILC, 777 Bay Street, 9th Floor, Toronto, ON M5G 2C8 Printed on: 03/16/2015 12:05:51 Page 3 of 3 Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes SCHEDULE "B" CERTIFIED COPY OF AUTHORIZING BY -LAW THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE Ker Certified to be a true and complete copy of By-Law No �: =� 0 8 passed ll P 'Wm � y,. by the Council of The Corporation u ® of the Municipality of Kincardine on the '-( day of B �j T ��T i'�larc�'t © L - L Y Y :1. - a 0-1-1X .L.0_ Jen ifer Lawrie, Deputy Clerk Municipality of Kincgdioe Q + S No. 2015 - 028 Date Y\Cil Crl t ot A BY -LAW TO AUTHORIZE CERTAIN CAPITAL WORKS OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (THE "MUNICIPALITY "); TO AUTHORIZE THE SUBMISSION OF AN APPLICATION TO THE ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ( "OILC ") FOR FINANCING SUCH CAPITAL WORKS; TO AUTHORIZE TEMPORARY BORROWING FROM OILC TO MEET EXPENDITURES IN CONNECTION WITH SUCH WORKS; AND TO AUTHORIZE LONG TERM BORROWING FROM OILC FOR SUCH WORKS THROUGH THE ISSUE OF DEBENTURES WHEREAS the Municipal Act, 2001 (Ontario), as amended, (the "Act ") provides that a municipal power shall be exercised by by -law unless the municipality is specifically authorized to do otherwise; AND WHEREAS it is now deemed to be expedient to authorize for the municipal purposes of the Municipality the new capital works described in column (2) of Schedule "A" (individually a "Project ", collectively the "Projects ") attached hereto and forming part of this By -law ( "Schedule "A ") in the amount of the estimated expenditure set out in column (3) of Schedule "A ", subject in each case to approval by OILC of the financing for such Projects that will be requested by the Municipality in the Application as hereinafter described; AND WHEREAS in accordance with section 4 of Ontario Regulation 403/02, the Council of the Municipality has had its Treasurer update its most recent annual debt and financial obligation limit received from the Ministry of Municipal Affairs and Housing (as so updated, the "Updated Limit "), and, on the basis of the authorized expenditure for each Project as set out in column (3) of Schedule "A" ( "Authorized Expenditure "), the Treasurer has calculated the estimated annual amount payable in respect of each Project (collectively the "Project Limits ") and has determined that the aggregate of the Project Limits does not exceed the Updated Limit, and accordingly the approval of the Ontario Municipal Board under the Ontario Municipal Board Act (Ontario), as amended, is not required before any such Project is authorized by Council; AND WHEREAS subsection 405(1) of the Act provides that a municipality may authorize temporary borrowing to meet expenditures made in connection with a work to be financed in whole or in part by the issue of debentures if,the municipality is an upper -tier municipality, a lower -tier municipality in a county or a single -tier municipality and it has approved the issue of debentures for the work; (a) the municipality is a lower -tier municipality in a regional municipality and it has approved the work and the upper -tier municipality has approved the issue of debentures for the work; or (b) the municipality has approved the issue of debentures for another municipality or a school board under section 404; AND WHEREAS subsection 401(1) of 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; Page 2 of 3 The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law By -law No. 2015 - 028 AND WHEREAS the Act also provides that a municipality shall authorize long term borrowing by the issue of debentures or through another municipality under section 403 or 404 of the Act; AND WHEREAS OILC has invited Ontario municipalities desirous of obtaining temporary and long term debt financing in order to meet capital expenditures incurred after December 31, in capital projects make application to OILC for s uch 1 in connection with eligible ca it ro cts to ma f r g P P 1 PP financing by completing and submitting an application on the form provided by OILC (the "Application "); AND WHEREAS the Municipality has submitted an Application to OILC to request financing for the Projects by way of long term borrowing through the issue of debentures to OILC and by way of temporary borrowing from OILC pending the issue of such debentures; AND WHEREAS OILC has accepted and has approved the municipality's application; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE ENACTS AS FOLLOWS: 1. The Council of the Municipality hereby confirms, ratifies and approves the completion by the Treasurer of an Application and the submission by such authorized official of an Application, duly executed by such authorized official, to OILC for the financing of the Projects in the maximum aggregate principal amount of $1,800,000 substantially in the form of Schedule "B" hereto and forming part of this By -law, with such changes thereon as such authorized official approved. (b) (a) Construction of each Project in the amount of the respective estimated Authorized Expenditure set out in column (3) of Schedule "A" is hereby approved and authorized;any one or more of the Mayor and the Treasurer are hereby authorized to conclude contracts on behalf of the Municipality for the construction of the Projects in accordance with the Municipality's usual protocol; (c) where applicable, the Engineer of the Municipality will forthwith make such plans, profiles and specifications and furnish such information as in the opinion of the Engineer is necessary for the construction of the Projects; and (d) where applicable, the construction of the Projects shall be carried on and executed under the superintendence and according to the direction and orders of such Engineer. 2. The Mayor and the Treasurer are hereby authorized to negotiate and enter into, execute and deliver for and on behalf of the Municipality a financing agreement (a "Financing Agreement ") with OILC that provides for temporary and long term borrowing from OILC in respect of the Projects on such terms and conditions as such authorized officials may approve, such execution and delivery to be conclusive evidence of such approval. 3. The Mayor and /or the Treasurer are hereby authorized, pending the substantial completion of a Project or as otherwise agreed with OILC, to make temporary borrowings pursuant to section 405 of the Act in respect of each Project, on the terms and conditions provided in the Financing Agreement and on such other terms and conditions as such authorized officials may agree, and to sign such evidence of indebtedness as OILC may require (a "Note"); and the Treasurer is authorized to sign such certifications as OILC may require in connection with such borrowings in respect of the Projects; provided that the amount of borrowings allocated to any Project does not exceed the Authorized Expenditure for such Project and does not exceed the loan amount set out in column (4) of Schedule "A" in respect of such Project. Page 3 of 3 The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law By -law No. 2015 - 028 4. Subject to the terms and conditions of the Financing Agreement and such other terms and conditions as OILC may otherwise require, the Mayor and the Treasurer are hereby authorized to enter into long term borrowing in respect of the Projects and to issue debentures to OILC on the terms and conditions provided in the Financing Agreement and on such other terms and conditions as such authorized officials may agree (Debentures"); provided that the principal amount of such Debentures issued in respect of a Project does not exceed the Authorized Expenditure for such Project and does not exceed the loan amount set out in column (4) of Schedule "A" in respect of such Project. In accordance with the provisions of section 25 of the Ontario Infrastructure and Lands Corporation Act, 2011, as amended from time to time hereafter, as security for the payment by the Municipality of the indebtedness of the Municipality to OILC under the Debentures (the "Obligations "), 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 the amounts that the Municipality fails to pay OILC on account of the Obligations and to pay such amounts to OILC from the Consolidated Revenue Fund. 5. For the purposes of meeting the obligations of the Municipality in respect of the Note and any Debentures, the Municipality shall provide for raising in each year as part of the general levy, the amounts of principal and interest payable in each year under the Note and any outstanding Debenture, 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. 6. (a) The Mayor and /or the Treasurer are hereby authorized to execute and deliver the Note, the Mayor and the Treasurer are hereby authorized to enter into, execute and deliver the Financing Agreement and to cause Debentures to be issued, the Clerk and Treasurer are severally hereby authorized to generally do all things and to execute all other documents and papers in the name of the Municipality in order to perform the obligations of the Municipality under the Financing Agreement and to carry out the issuance of the Note and Debentures, and the Treasurer is authorized to affix the Municipality's municipal seal to any such documents and papers. (b) The proceeds realized in respect of the Note and Debentures, after providing for the expenses related to their issue, if any, shall be apportioned and applied for the respective Projects and for no other purpose except as permitted by the Act. 7. This By -law takes effect on the day of passing. 8. This by -law may be cited as the "The Ontario Infrastructure and Lands Corporation (Municipal Administration Centre Renovations) By -law" READ a FIRST and SECOND TIME this 4th day of March, 2015. READ a THIRD TIME and FINALLY PASSED this 4th day of March, 2015. C}Iti triat... Mayor Clerk Schedule "A" to By -Law Number 2015- 028 (1) (2) (3) (4) Project Description of Capital Estimated Loan Amount Number Work Expenditure 2 Municipal Administration $1,800,000 $1,800,000 Centre Renovations ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION Application ID: 14090 Program Year: 2014/2015 Application Submit Date: Jan -21 -2015 A. GENERAL INFORMATION - Borrowing Municipality Name: The Municipality of Kincardine ID: 41020 Address: 1475 Conc 5 City: Kincardine RR #5 Postal Code: N2Z 2X6 Name of Treasurer(or Roxana Baumann Title: Director of Finance equivalent): Telephone Number: 519 - 396 -3468 Fax No.: 519 - 396 -1488 Email: rbaumann @kincardine.net B. CONTACT INFORMATION Questions regarding the information contained in the application form should be addressed to: Name: Roxana Baumann Title: Director of Finance Telephone: 519 -396- 3468 x107 Fax No.: 519- 396 -1488 Email: rbaumann @kincardine.net C. PROJECT SUMMARY INFORMATION No. Project Name Category Type Loan Amount 1 Municipal Administration Centre Municipal Other Administration $1,800,000,00 Renovations Infrastructure Total Loan Amount $1,800,000.00 Page 1 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION Project Details - Municipal Other Infrastructure Project Name Municipal Administration Centre Renovations Category Municipal Other Infrastructure Construction Start Date Sep -22 -2014 Construction End Date Mar -02 -2015 Please indicate the type of infrastructure project. Please select only one. ❑ Fire ❑ Police ❑ Ambulance p Administration ❑ Others Please indicate below if any aspect of the project pertains to: Energy Conservation: ❑ Yes p No The Municipal Eco Challenge Fund (MECF) is a three year, $20 million grant and $200 million loan initiative to help municipalities reduce Green House Gas (GHG) emissions from their infrastructure. Please indicate whether the loan is for a project that will reduce energy consumption or GHG emissions from a municipally -owned facility (building, arena, etc.). ❑ Yes MI No Is this project also being considered for an MECF grant? ❑ Yes p No Please provide : An estimate of the reduction in energy consumption or GHG emissions as a result of the project. or A short description of the energy conservation benefits. Address of the project: 114 Coes 5 Kincardine75 nc , Os Page 2 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION IN2Z 2X6 Type of work (e.g. new construction, renovation of existing Renovation facilities, redevelopment, deferred maintenance, etc.): Description of the project: The renovation includes replacement cf finishes on exterior walls complete with additional insulation, rebuild of the lower roof complete with railing, replacement of HVAC system throughout the building, replacement of florescent lighting to LED fixtures, partial interior renovation entrance area, flooring replacement on first floor, electrical work, minor glazing replacement and painting interior Additional comments: What is the life span of the project in years? (Le. the physical asset) 20 Please identify your Ministry contact (If applicable) Ministry: Contact Name: Contact Phone: Page 3 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION Project Information Project Name Municipal Administration Centre Renovations Category Municipal Other Infrastructure Project Cost (A) $1,800,000.00 Project Funding /Financing List existing and expected Funding /Financing sources for the project (eg. Reserves, other cash on hand, approved grants, etc.). Source /Description Timing Amount Total Amount (B) $0.00 OILC Loan Amount (A -B) $1,800,000.00 Please enter your long -term borrowing requirements including the estimated date the funds are required. Only include long -term borrowing in this section. If you anticipate that you will require short-term financing during the construction phase of the project, the information will be gathered as part of the Financing Agreement. Estimated Date Required Amount Term (in years) Type Feb -27 -2015 $1,800,000.00 10 Amortizing Total Long -Term Financing $1,800,000.00 Page 4 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION D. DEBT AND REPAYMENT SUMMARY Financial Information Returns (FIR) Please be aware that OILC will be unable to complete the processing of your application until you have filed your most current FIR with the rvlinistry of Municipal Affairs and Housing. If you have not filed your FIR, you should submit your application to OILC and send your FIR to MMAH as soon as possible. ARL Please provide a copy of the Borrower's most recent ARL issued by MMAH. Existing Borrowing: Please provide the following details on the existing debt, including capital leases and unsecured debt. Loan Loan Initial Amount Annual Date Maturity Summary Payment Periodic Payment # Purpose Amount Outstanding Interest Borrowed Year of Existing Type Amount Frequency Borrowed as per Most Rate ( %) (mmidd /yy Pledges, Payable Recent yy) Conditions, Audited Covenants Financials Please elaborate on re- financing plans and options for any existing "interest only" debt, if applicable Existing Encumbrances: Does the Borrower have any existing liens, pledges and any other encumbrances on existing assets? ❑ Yes ❑ No If yes, please provide details: Page 5 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION ouc Loan Repayment Information Please ndicate the source(s) of revenue you plan to use to repay the O|LCLoan. Coritribution (0 DILO Loan Payments (%) Source haxation ----- --------- 1OO.00 - - � User Fees 1 Service Charges Development Charges Connection Fees Description of Other Source Subsidies _ Other Total 100.00 Audited Financial Statements A copy of the most recent audited financial statements must be attached with this loan application. Page 6o[8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION E. LITIGATION Is there any litigation threatened or existing which would affect any projects or substantially impair the Borrower's ability to pay debt service costs on its general obligation indebtedness? Please indicate Yes or No. Yes [] No Please complete the Certificate of Litigation template found under the Forms menu. F. NON - REPAYMENT OF LOANS OR DEBENTURES In the last 10 years has the Borrower ever failed to make a loan or debenture repayment on time to any lender, including to the Provincial Government? [I Yes p No If yes, please provide details. If necessary, attach details. G. PROVINCIAL GRANTS AS SECURITY Pursuant to OILC's enabling legislation, the Minister of Finance may deduct funds from provincial grants to the Borrower appropriated by the Legislative Assembly of Ontario for payment to OILC to satisfy any outstanding unpaid amounts owed by the Borrower to OILC. H. ATTACHMENTS Please ensure all required documents are submitted with the signed application. OILC requires originals as noted below to be mailed or couriered. Also, please retain a copy of all documents submitted to OILC for your records. • Loan Application Signature Page signed and dated by the appropriate individual (original to be submitted) • Certified and sealed copy of OILC template By -Law authorizing project borrowing and applying f a loan (original with seal) • Certificate of Treasurer Regarding Litigation using the OILC template (original, signed & sealed) • Updated Certified Annual Repayment Limit Calculation (original) • OMB approval if exceeding debt repayment limit, if applicable • Capital Plan if applicable • Project management letter Page 7 of 8 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION I acknowledge and agree that all of the above referenced documents must be submitted in the form required by OILC and understand that the application will not be processed until such documents have been fully completed and received by Infrastructure Ontario. Please note: OILC retains the right to request and review any additional information or documents at its discretion. [] I acknowledge that I have read and understood the Project Management and Best Practices Reporting Requirements Confidential Information OILC is an institution to which the Freedom of Information and Protection of Privacy Act (Ontario) applies Information and supporting documents submitted by the Borrower to process the loan application will be kept secure and confidential, subject to any applicable laws or rules of a court or tribunal having jurisdiction. Page 8 of 8 Ontario ONTARIO INFRASTRUCTURE AND LANDS CORPORATION (OILC) LOAN APPLICATION SIGNATURE PAGE Infrastructure Ontario Application ID: 14090 Printed Date: Feb -19 -2015 Application Submit Date: Jan -21 -2015 I. /Ne acknowledge that a Loan Application has been submitted to Ontario Infrastructure and Lands Corporation (OILC) containing the following information. Eligible Catepory Loan Amount Municipal Other Infrastructure $1,800,000.00 Total $1,800,000.00 Name of Borrower: The Municipality of Kincardine Name of Treasurer Roxana Baumann (or equivalent): Address: 1475 Conc 5 Telephone Number: 519 396 - 3468 RR#5 ID: 41020 Kincardine, N2Z 2X6 The undersigned certifies that he /she has read the OILC loan program guidelines and all information provided to OILC is accurate and complete. The undersigned acknowledges that some information provided may be shared with the line ministries to provide technical expertise to OILC. Applicant agrees to provide OILC with additional information as required in order to process the loan. Treasurer's (or /�� t-c�2 t � c.L � Date: .2o, equivalent's) Signature: Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes SCHEDULE "C" ADDRESSES FOR NOTICE Ontario Infrastructure and Lands Corporation 777 Bay Street, 9 th floor Toronto, Ontario M5G 2C8 Attn: Loan Operations Fax: 416- 263 -5900 THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE 1475 Conc 5RR #5 Kincardine, Ontario N2Z 2X6 Attn: Roxana Baumann, Treasurer Fax: 519- 396 -1488 Financing Agreement No.14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single- tier /County /Region's purposes SCHEDULE "D" PRE - AUTHORIZED DEBIT ( "PAD) AND ACCOUNT FOR DEPOSIT THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (1) Account Holder Information Full Legal Name: 1 corpcKtion cf -thP Minicipcul(i C - Koutzf t_ Exact account name: --jiie for p)cCctli 44-hi OC Kt(I('fl t'\41 Address: ( 6Z.5 City: K't Litc Province: EJ tvJ Postal Code: NO-2-0,)(U Phone #: 3 (o S (2) Financial Institution Information (Note: Please attach VOID cheque) (i) Inflow of Deposits Name of Financial Institution: C(tC- Address: C u 9 City: Kra /y(Q Province: (:)\■1 Postal Code: '.J i j(, Phone #: Transit #: O5&5 Institution #: f) t 0 Account #: 00i ( 9 (ii) Oytflow of Pre - Authorized Debit Same as above El If different from above fill out banking information below Name of Financial Institution: Address: City: Province: Postal Code: Phone #: Transit #: Institution #: Account #: rHE CORPORATION OF THE MUNICIPALITY OF KINCARDINE 46181 46181 THIS DOCUMENT CONTAINS SECURITY FEATURES - SEE REVERSE THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE CANADIAN IMPERIAL BANK OF CO CE 4 6181 822 QUEEN STREET 1475 CONC. 5, R.R. #5, KINCARDINE, ON N2Z 2X6 KINCARDINE, ON N. 2Y6 TEL: (519) 396 -3468 DATE D D M M Y Y Y Y PAY V MUNICIPALITY OF KINCARDINE TO THE :,� ORDER PER OF otey: .'.Shield PER II 0 46LaLH° ':0 52s21110Lo': 6811100L Financing Agreement No. 14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single Tier Sample of the numbering at the bottom of a cheque 001234 01234 - 001 111-222-3 Cheque # Transit # Institution # Account # Attach VOID Cheque Here: Sample: )"r TransitiBranch # Financial Institution # Bank Account # 11*00 LH° s: L 2 34 5n6 78i: 2 31.111 S 7111 Financing Agreement No. 14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single Tier 1. Purpose of Debits [ X ] Business PAD 2. Pre Notification of Amounts Fixed Amounts: The Company will provide written notice of the amount to be debited and the date of the debit at least ten (10) calendar days before the date of the first debit and every time there is a change in the amount or payment date. Variable Amounts: The Company will provide written notice of each amount to be debited and the date of the debit at least ten (10) calendar days before the date of each debit. The Customer and Company hereby agree to waive the above pre notification requirements. Authorized Signature of Customer: , /' <__ . . THE C RPORAT4ON Or THE MUNICIPALITY OF KINCARDINE Name: Pw e. (Ctdie Title: Authorized Signature of Customer: cdnQ,mL THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE Name: PoXak at-w Cx r n Tit! - : Tr'i Lire( Authorized Signature of Company: ',ARID INFRASTRUCTURE AND LANDS CORPORATION Name: Title: Krishnan lyer Chief Financial Officer 3. Rights of Dispute The Customer has certain recourse rights if any debit does not comply with this Authorization. For example, the Customer has the right to receive reimbursement for any debit that is not authorized or is not consistent with this Authorization. To obtain more information on the Customer's recourse rights, the Customer may contact its financial institution or visit www.cdnpay.ca. The Customer may dispute a debit under the following conditions: (i) the debit was not drawn in accordance with this Authorization; or (ii) amounts were drawn after this Authorization was revoked or cancelled in accordance with paragraph 4 below. Financing Agreement No. 14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single Tier In order to be reimbursed, the Customer must complete a declaration form / reimbursement claim, in the form provided by the Bank, at the above indicated branch of the Bank up to and including ten (10) business days after the date on which the debit in dispute was posted to the Customer's account. The Customer acknowledges that disputes after the above noted time limitations are matters to be resolved solely between the Company and Customer. 4. Terms of Authorization to Debit the Above Account The Customer authorizes the Company to debit the above account(s) for all payments of principal, interest and other amounts payable to the Company from time to time in respect of the Customer's indebtedness to the Company in accordance with the terms of the financing agreement between the Company and the Customer dated as the 16th day of March, 2015 (the "Financing Agreement "). The Bank is not required to verify that any debits drawn by the Company are in accordance with this Authorization or any agreement made between the Customer and the Company. This Authorization is to remain in effect and may not be revoked or cancelled until the Company has received written notification from the Customer of its change or cancellation in accordance with this Authorization. This Authorization may only be revoked or cancelled by the Customer upon thirty (30) days' written notice to the Company and provided that the Customer designates alternative account(s) and delivers new pre- authorized debit agreement(s) in respect of the new account(s) for purposes of effecting debits of the Customer's obligations under the Financing Agreement. The Customer may obtain a sample cancellation form, or more information on the right to cancel a PAD Agreement by visiting www.cdnpay.ca. This Authorization applies only to a method of payment and cancellation of this Authorization does not mean that the Customer's contractual obligations to the Company are ended, and nor does this Authorization otherwise modify or detract from any of the Customer's obligations to the Company. The Customer will notify the Company promptly in writing if there is any change in the above account information. The Customer may contact the Company in accordance with notification provisions set forth in the Financing Agreement. The Customer consents to the disclosure of any personal information that may be contained in this Authorization to the Bank at which the Company maintains its account to be credited with the debits as far as any such disclosure of personal information is related to and necessary for the proper application of the Rules of the Canadian Payments Association. Any delivery of this Authorization to the Company constitutes delivery by the Customer to the Bank. It is warranted by the Customer that all persons whose signatures are Financing Agreement No. 14Kin4102014090FA Program Year: 2014/2015 Long and Short Term Single Tier required to sign on the above account have signed this Authorization. The Customer acknowledges receipt of a signed copy of this Authorization. ' ` Ma. ao Signature(s) or Authorized Signature(s) of Account Holder(s) (Date) `R, {'Dail( 11 D7S, 2eiiS Signature(s) or Authorized Signature(s) of Account Holder(s) (Date)