HomeMy WebLinkAbout15 090 Borrowing upon amortizing debentures towards cost of kincardine fire rescue vehicle THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
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403 1((1Y OF KINC0 O
BY -LAW
BY -LAW No. 2015 -090
A BY -LAW OF THE CORPORATION OF THE MUNICIPALITY OF
KINCARDINE TO AUTHORIZE THE BORROWING UPON AMORTIZING
DEBENTURES IN THE PRINCIPAL AMOUNT OF $325,000.00 TOWARDS
THE COST OF THE KINCARDINE FIRE RESCUE VEHICLE
AND WHEREAS subsection 401 (1) of the Municipal Act, 2001, as amended (the
"Act ") provides that a municipality may incur a debt for municipal purposes,
• whether by borrowing money or in any other way, and may issue debentures and
prescribed financial instruments and enter prescribed financial agreements for or
in relation to the debt;
AND WHEREAS subsection 408 (2.1) of the Act provides that a municipality may
issue a debenture or other financial instrument for long -term borrowing only to
provide financing for a capital work;
AND WHEREAS the Council of The Corporation of The Municipality of Kincardine
(the "Municipality ") has passed each By -law enumerated in column (1) of Schedule
"A" attached hereto and forming part of this By -law authorizing each capital work
described in column (2) of Schedule "A" (individually a "Capital Work" and
collectively the "Capital Works "), and authorizing the entering into of a Financing
Agreement dated effective as of March 16, 2015 for the provision of temporary and
long term borrowing from Ontario Infrastructure and Lands Corporation ( "OILC ") in
respect of the Capital Work (the "Financing Agreement ") and the Municipality
desires to issue debentures for the Capital Work in the respective amounts
specified in column (5) of Schedule "A ";
• AND WHEREAS before authorizing the Capital Work and before authorizing any
additional cost amount and any additional debenture authority in respect thereof
the Council of the Municipality had its Treasurer calculate an updated limit in
respect of its most recent annual debt and financial obligation limit received from
the Ministry of Municipal Affairs and Housing in accordance with the applicable
regulation and, prior to the Council of the Municipality authorizing the Capital Work
the Treasurer determined that the estimated annual amount payable in respect of
the Capital Work would not cause the Municipality to exceed the updated limit and
that the approval of the Capital Work by the Ontario Municipal Board pursuant to
such regulation was not required;
AND WHEREAS the Municipality has submitted an application to OILC for long
term borrowing through the issue of debentures to OILC in respect of the Capital
Work (the "Application ") and the Application has been approved; it is now deemed
to be expedient to borrow money by the issue of amortizing debentures in the
principal amount of $325,000.00 dated July 02, 2015 and maturing on July 02,
2025 and payable and payable in semi - annual instalments of combined (blended)
principal and interest on the 2nd day of January and on the 2nd day of July in each
• of the years 2016 to 2025, both inclusive on the terms hereinafter set forth;
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NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE
MUNICIPALITY OF KINCARDINE ENACTS AS FOLLOWS:
• 1. For the Capital Work, the borrowing upon the credit of the Municipality at
large of the principal amount of $325,000.00 and the issue of amortizing
debentures therefor to be repaid in semi - annual instalments of combined
(blended) principal and interest as hereinafter set forth, are hereby
authorized.
2. The Mayor and the Treasurer of the Municipality are hereby authorized to
cause any number of amortizing debentures to be issued for such amounts
of money as may be required for the Capital Work in definitive form, not
exceeding in total the said principal amount of $325,000.00 (the
"Debentures "). The Debentures shall bear the Municipality's municipal seal
and the signatures of the Mayor and the Treasurer of the Municipality, all in
accordance with the provisions of the Act. The municipal seal of the
Municipality and the signatures referred to in this section may be printed,
lithographed, engraved or otherwise mechanically reproduced. The
Debentures are sufficiently signed if they bear the required signatures and
each person signing has the authority to do so on the date he or she signs.
III 3. The Debentures shall be in fully registered form as one or more certificates
in the principal amount of $325,000.00, in the name of OILC, or as OILC
may otherwise direct, substantially in the form attached as Schedule "B"
hereto and forming part of this By -law with provision for payment of
principal and interest (other than in respect of the final payment of principal
and outstanding interest on maturity upon presentation and surrender) by
pre- authorized debit in respect of such principal and interest to the credit of
such registered holder on such terms as to which the registered holder and
the Municipality may agree.
4. In accordance with the provisions of section 25 of the Ontario Infrastructure
and Lands Corporation Act, 2011, as amended from time to time hereafter,
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
III Municipality fails to pay OILC on account of the Obligations and to pay such
amounts to OILC from the Consolidated Revenue Fund.
5. The Debentures shall all be dated the 2nd day of July, 2015, and as to both
principal and interest shall be expressed and be payable in lawful money of
Canada. The Debentures shall bear interest at the rate of 2.48% per annum
and mature during a period of 10 years from the date thereof payable semi-
annually in arrears as described in this section. The Debentures shall be
paid in full by July 02, 2025 and be payable in equal semi - annual
instalments of combined principal and interest on the 2nd day of January
and on the 2nd of July in each of the years 2016 to 2025, both inclusive,
save and except for the last instalment which may vary slightly from the
preceding equal instalments, as set forth in Schedule "C" attached hereto
and forming part of this By -law ( "Schedule "C ").
6. Payments in respect of principal of and interest on the Debentures shall be
made only on a day on which banking institutions in Toronto, Ontario, are
not authorized or obligated by law or executive order to be closed (a
411/ "Toronto Business Day ") and if any date for payment is not a Toronto
Business Day, payment shall be made on the next following Toronto
Business Day.
7. Interest shall be payable to the date of maturity of the Debentures and on
default shall be payable on any overdue amounts both before and after
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default and judgment at a rate per annum equal to the greater of the rate
specified on the Schedule as attached to and forming part of the Debentures
for such amounts plus 200 basis points or Prime Rate (as defined below)
• plus 200 basis points, calculated on a daily basis from the date such
amounts become overdue for so long as such amounts remain overdue and
the Municipality shall pay to the registered holders any and all costs incurred
by the registered holders as a result of the overdue payment. Any amounts
payable by the Municipality as interest on overdue principal or interest and
all costs incurred by the registered holders as a result of the overdue
payment in respect of the Debentures shall be paid out of current revenue.
Whenever it is necessary to compute any amount of interest in respect of
the Debentures for a period of less than one full year, other than with respect
to regular semi - annual interest payments, such interest shall be calculated
on the basis of the actual number of days in the period and a year of 365
days or 366 days as appropriate.
"Prime Rate" means, on any day, the annual rate of interest which is the
arithmetic mean of the prime rates announced from time to time by the
following five major Canadian Schedule I banks, as of the issue date of this
Debenture: Royal Bank of Canada; Canadian Imperial Bank of Commerce;
The Bank of Nova Scotia; Bank of Montreal; and The Toronto - Dominion
• Bank (the "Reference Banks ") as their reference rates in effect on such
day for Canadian dollar commercial loans made in Canada. If fewer than
five of the Reference Banks quote a prime rate on such days, the "Prime
Rate" shall be the arithmetic mean of the rates quoted by the remaining
Reference Banks.
8. In each year in which a payment of equal semi annual instalments of
principal and interest becomes due in respect of the Capital Works including
the last `non - equal' instalment, there shall be raised as part of the
Municipality's general levy the amounts of principal and interest payable by
the Municipality in each year as set out in Schedule "C" to the extent that
the amounts have not been provided for by any other available source
including other taxes or fees or charges imposed on persons or property by
a by -law of any municipality.
9. The Debentures may contain any provision for their registration thereof
authorized by any statute relating to municipal debentures in force at the
time of the issue thereof.
• 10. The Municipality shall maintain a registry in respect of the Debentures in
which shall be recorded the names and the addresses of the registered
holders and particulars of the Debentures held by them respectively and in
which particulars of the cancellations, exchanges, substitutions and
transfers of Debentures, may be recorded and the Municipality is authorized
to use electronic, magnetic or other media for records of or related to the
Debentures or for copies of them.
11. The Municipality shall not be bound to see to the execution of any trust
affecting the ownership of any Debenture or be affected by notice of any
equity that may be subsisting in respect thereof. The Municipality shall
deem and treat registered holders of the Debentures as the absolute
owners thereof for all purposes whatsoever notwithstanding any notice to
the contrary and all payments to or to the order of registered holders shall
be valid and effectual to discharge the liability of the Municipality on the
Debentures to the extent of the amount or amounts so paid. Where a
Debenture is registered in more than one name, the principal of and interest
from time to time payable on such Debenture shall be paid to or to the order
• of all the joint registered holders thereof, failing written instructions to the
contrary from all such joint registered holders, and such payment shall
constitute a valid discharge to the Municipality. In the case of the death of
one or more joint registered holders, despite the foregoing provisions of this
section, the principal of and interest on any Debentures registered in their
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names may be paid to the survivor or survivors of such holders and such
payment shall constitute a valid discharge to the Municipality.
• 12. The Debentures will be transferable or exchangeable at the office of the
Treasurer of the Municipality upon presentation for such purpose
accompanied by an instrument of transfer or exchange in a form approved
by the Municipality and which form is in accordance with the prevailing
Canadian transfer legislation and practices, executed by the registered
holder thereof or such holder's duly authorized attorney or legal personal
representative, whereupon and upon registration of such transfer or
exchange and cancellation of the Debenture or Debentures presented, the
Mayor and the Treasurer shall issue and deliver a new Debenture or
Debentures of an equal aggregate principal amount in any authorized
denomination or denominations as directed by the transferee, in the case
of a transfer or as directed by the registered holder in the case of an
exchange.
13. The Mayor and the Treasurer shall issue and deliver new Debentures in
exchange or substitution for Debentures outstanding on the registry with the
same maturity and of like form which have become mutilated, defaced, lost,
subject to a mysterious or unexplainable disappearance, stolen or
• destroyed, provided that the applicant therefor shall have: (a) paid such
costs as may have been incurred in connection therewith; (b) (in the case
when a Debenture is mutilated, defaced, lost, mysteriously or unexplainably
missing, stolen or destroyed) furnished the Municipality with such evidence
(including evidence as to the certificate number of the Debenture in
question) and an indemnity in respect thereof satisfactory to the Municipality
in its discretion; and (c) surrendered to the Municipality any mutilated or
defaced Debentures in respect of which new Debentures are to be issued
in substitution.
14. The Debentures issued upon any registration of transfer or exchange or in
substitution for any Debentures or part thereof shall carry all the rights to
interest if any, accrued and unpaid which were carried by such Debentures
or part thereof and shall be so dated and shall bear the same maturity date
and, subject to the provisions of this By -law, shall be subject to the same
terms and conditions as the Debentures in respect of which the transfer,
exchange or substitution is effected.
15. The cost of all transfers and exchanges, including the printing of authorized
• denominations of the new Debentures, shall be borne by the Municipality.
When any of the Debentures are surrendered for transfer or exchange the
Treasurer of the Municipality shall: (a) in the case of an exchange, cancel
and destroy the Debentures surrendered for exchange; (b) in the case of an
exchange, certify the cancellation and destruction in the registry; (c) enter
in the registry particulars of the new Debenture or Debentures issued in
exchange; and (d) in the case of a transfer, enter in the registry particulars
of the registered holder as directed by the transferor.
16. Reasonable fees for the substitution of a new Debenture or new Debentures
for any of the Debentures that are mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed and for the replacement of any
of the principal and interest cheques (if any) that are mutilated, defaced,
lost, mysteriously or unexplainably missing, stolen or destroyed may be
imposed by the Municipality. When new Debentures are issued in
substitution in these circumstances the Municipality shall: (a) treat as
cancelled and destroyed the Debentures in respect of which new
• Debentures will be issued in substitution; (b) certify the deemed cancellation
and destruction in the registry; (c) enter in the registry particulars of the new
Debentures issued in substitution; and (d) make a notation of any
indemnities provided.
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17. Except as otherwise expressly provided herein, any notice required to be
given to a registered holder of one or more of the Debentures will be
• sufficiently given if a copy of such notice is mailed or otherwise delivered to
the registered address of such registered holder.
18. The Mayor and the Treasurer are hereby authorized to cause the
Debentures to be issued, one or more of the Clerk and Treasurer are hereby
authorized to generally do all things and to execute all other documents and
other papers in the name of the Municipality in order to carry out the issue
of the Debentures and the Treasurer is authorized to affix the Municipality's
municipal seal to any of such documents and papers.
19. The money received by the Municipality from the sale of the Debentures to
OILC including any premium, and any earnings derived from the investment
of that money, after providing for the expenses related to their issue, if any,
shall be apportioned and applied to the Capital Works and to no other
purpose except as permitted by the Act.
20. Subject to the Municipality's investment policies and goals, the applicable
legislation and the terms and conditions of the Debentures, the Municipality
may, if not in default under the Debentures, at any time purchase any of the
• Debentures in the open market or by tender or by private contract at any
price and on such terms and conditions (including, without limitation, the
manner by which any tender offer may be communicated or accepted and
the persons to whom it may be addressed) as the Municipality may in its
discretion determine.
21. This By -law takes effect on the day of passing.
By -law read a first and second time this 17th day of June, 2015
By -law read a third time and finally passed this 17th day of June, 2015
C;/CYN-- 14 lei anvA9-1Aka
Anne Eadie Donna MacDo gall
Mayor Clerk
•
[AFFIX SEAL]
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "A" to By -law Number 2015 -090
(1) (2) (3) (4) (5) (6)
Approved
Amount to be Amount of
Amount of Term of
Project Financed Debentures
By -law Description Through the Previously Debentures Years of
Issue of Issued to be Issued Debentures
Debentures
Kincardine
2015 -027 Fire Rescue $350,000.00 $0.00 $325,000.00 10
Vehicle
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "B" to By -law Number 2015 -090
No. 2015 -090 $325,000.00
CANADA
Province of Ontario
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
FULLY REGISTERED 2.48% AMORTIZING DEBENTURE
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE, for value received, hereby
promises to pay to
ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ( "OILC ")
or registered assigns, subject to the Conditions attached hereto which form part hereof (the
"Conditions "), upon presentation and surrender of this debenture (or as otherwise agreed to
by the Municipality and OILC) by the maturity date of this debenture (July 02, 2025), the
principal amount of
THREE HUNDRED TWENTY -FIVE THOUSAND DOLLARS
($325,000.00)
by equal semi - annual instalments of combined principal and interest on the 2nd day of
January and on the 2nd day of July in each of the years 2016 to 2025, both inclusive, save
and except for the last instalment which may vary slightly from the preceding equal
instalments, in the amounts set forth in the attached Amortizing Schedule (the "Schedule ")
and subject to late payment interest charges pursuant to the Conditions, in lawful money of
Canada. Subject to the Conditions, interest shall be paid until the maturity date of this
debenture, in like money in semi - annual payments from the 2nd day of July, 2015, or from
the last date on which interest has been paid on this debenture, whichever is later, at the rate
of 2.48% per annum, in arrears, on the specified dates, as set forth in the Amortization
Schedule. Interest shall be paid on default at the applicable rate set out in the Amortization
Schedule both before and after default and judgment. The payments of principal and interest
and the outstanding amount of principal in each year are shown in the Amortization
Schedule.
The Municipality, pursuant to section 25 of the Ontario Infrastructure and Lands Corporation
Act, 2011 (the "OILC Act, 2011 ") hereby irrevocably agrees that the Minister of Finance is
entitled, without notice to the Municipality, to deduct from money appropriated by the
Legislative Assembly of Ontario for payment to the Municipality, amounts not exceeding any
amounts that the Municipality fails to pay OILC on account of indebtedness evidenced by
this debenture, and to pay such amounts to OILC from the Consolidated Revenue Fund.
This debenture is subject to the Conditions.
DATED at The Municipality of Kincardine as at the 2nd day of July, 2015
IN TESTIMONY WHEREOF and under the authority of By -law Number 2015 -090 of the
Municipality duly passed on the 17th day of June, 2015 (the "By- law "), this debenture is
sealed with the municipal seal of the Municipality and signed by the Authority Title and by the
Treasurer thereof.
Date of Registration: July 02, 2015
(Seal) 't:,, GZMt—
Anne Eadie, Mayor Roxana Baumann, Treasurer
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OILC hereby agrees that the Minister of Finance is entitled to exercise certain rights of deduction pursuant to
section 25 of the OILC Act, 2011 as described in this debenture.
Ontario Infrastructure and Lands Corporation
by: by:
Authorized Signing Officer Authorized Signing Officer
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LEGAL OPINION
We have examined the By -law Number 2015 -090 (the "By -law ") of The Corporation
of The Municipality of Kincardine (the "Municipality ") authorizing the issue of
amortizing debentures in the principal amount of $325,000.00 dated July 02, 2015 .
and maturing on July 02, 2025 and payable in equal semi - annual instalments of
combined principal and interest on the 2nd day of January and on the 2nd day of
July in each of the years 2016 to 2025, both inclusive, save and except for the last
instalment which may vary slightly from the preceding equal instalments as set out
in Schedule "C" to the By -law.
In our opinion, the By -law has been properly passed and is within the legal powers
of the Municipality. The debenture issued under the By -law in the within form (the
"Debenture ") is the direct, general, unsecured and unsubordinated obligation of the
Municipality. The Debenture is enforceable against the Municipality subject to the
special jurisdiction and powers of the Ontario Municipal Board over defaulting
municipalities under the Municipal Affairs Act. This opinion is subject to and
incorporates all the assumptions, qualifications and limitations set out in our
opinion letter.
July 02, 2015
Van de Vyvere & Grove - McClement LLP
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CONDITIONS OF THE DEBENTURE
Form, Denomination, and Ranking of the Debenture
1. The debentures issued pursuant to the By -law (collectively the "Debentures" and
individually a "Debenture ") are issuable as fully registered Debentures without coupons.
2. The Debentures are direct, general, unsecured and unsubordinated obligations of the
Municipality. The Debentures rank concurrently and equally in respect of payment of
principal and interest with all other debentures of the Municipality except for the
availability of money in a sinking or retirement fund for a particular issue of debentures.
3. This Debenture is one fully registered Debenture registered in the name of OILC and
held by OILC.
Registration
4. The Municipality shall maintain at its designated office a registry in respect of the
Debentures in which shall be recorded the names and the addresses of the registered
holders and particulars of the Debentures held by them respectively and in which
particulars of cancellations, exchanges, substitutions and transfers of Debentures, may
be recorded and the Municipality is authorized to use electronic, magnetic or other media
for records of or related to the Debentures or for copies of them.
Title
5. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be subsisting
in respect thereof. The Municipality shall deem and treat registered holders of
Debentures, including this Debenture, as the absolute owners thereof for all purposes
whatsoever notwithstanding any notice to the contrary and all payments to or to the
order of registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid. Where
a Debenture is registered in more than one name, the principal of and interest from time
to time payable on such Debenture shall be paid to or to the order of all the joint
registered holders thereof, failing written instructions to the contrary from all such joint
registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any Debentures
registered in their names may be paid to the survivor or survivors of such holders and
such payment shall constitute a valid discharge to the Municipality.
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Payments of Principal and Interest
6. The record date for purposes of payment of principal of and interest on the Debentures
is as of 5:00 p.m. on the sixteenth calendar day preceding any Payment Date including
the maturity date. Principal of and interest on the Debentures are payable by the
Municipality to the persons registered as holders in the registry on the relevant record
date. The Municipality shall not be required to register any transfer, exchange or
substitution of Debentures during the period from any record date to the corresponding
Payment Date.
7. The Municipality shall make all payments in respect of semi - annual instalments of
combined principal and interest including the last `non - equal' instalment on the
Debentures on the Payment Dates commencing on January 02, 2016 and ending on
(July 02, 2025) as set out in Schedule "C" to the By -law, by pre- authorized debit in
respect of such interest and principal to the credit of the registered holder on such terms
as the Municipality and the registered holder may agree.
8. The Municipality shall pay to the registered holder interest on any overdue amount of
principal or interest in respect of any Debenture, both before and after default and
judgment, at a rate per annum equal to the greater of the rate specified on the Schedule
as attached to and forming part of the Debenture for such amount plus 200 basis points
or Prime Rate (as defined below) plus 200 basis points, calculated on a daily basis from
the date such amount becomes overdue for so long as such amount remains overdue
and the Municipality shall pay to the registered holder any and all costs incurred by the
registered holder as a result of the overdue payment.
9. Whenever it is necessary to compute any amount of interest in respect of the
Debentures for a period of less than one full year, other than with respect to regular
semi - annual interest payments, such interest shall be calculated on the basis of the
actual number of days in the period and a year of 365 days or 366 days as appropriate.
10. Payments in respect of principal of and interest on the Debentures shall be made only
on a day on which banking institutions in Toronto, Ontario, are not authorized or
obligated by law or executive order to be closed (a "Toronto Business Day "), and if
any date for payment is not a Toronto Business Day, payment shall be made on the next
following Toronto Business Day as noted on the Amortization Schedule.
11. The Debentures are transferable or exchangeable at the office of the Treasurer of the
Municipality upon presentation for such purpose accompanied by an instrument of
transfer or exchange in a form approved by the Municipality and which form is in
accordance with the prevailing Canadian transfer legislation and practices, executed by
the registered holder thereof or such holder's duly authorized attorney or legal personal
representative, whereupon and upon registration of such transfer or exchange and
cancellation of the Debenture or Debentures presented, a new Debenture or Debentures
of an equal aggregate principal amount in any authorized denomination or
denominations will be delivered as directed by the transferee, in the case of a transfer
or as directed by the registered holder in the case of an exchange.
12. The Municipality shall issue and deliver Debentures in exchange for or in substitution
for Debentures outstanding on the registry with the same maturity and of like form in the
event of a mutilation, defacement, loss, mysterious or unexplainable disappearance,
theft or destruction, provided that the applicant therefor shall have: (a) paid such costs
as may have been incurred in connection therewith; (b) (in the case of a mutilated,
defaced, lost, mysteriously or unexplainably missing, stolen or destroyed Debenture)
furnished the Municipality with such evidence (including evidence as to the certificate
number of the Debenture in question) and an indemnity in respect thereof satisfactory
to the Municipality in its discretion; and (c) surrendered to the Municipality any mutilated
or defaced Debentures in respect of which new Debentures are to be issued in
substitution.
13. The Debentures issued upon any registration of transfer or exchange or in substitution
for any Debentures or part thereof shall carry all the rights to interest if any, accrued and
unpaid which were carried by such Debentures or part thereof and shall be so dated
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and shall bear the same maturity date and, subject to the provisions of the By -law, shall
be subject to the same terms and conditions as the Debentures in respect of which the
transfer, exchange or substitution is effected.
14. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When any of
the Debentures are surrendered for transfer or exchange the Treasurer of the
Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures
surrendered for exchange; (b) in the case of an exchange, certify the cancellation and
destruction in the registry; (c) enter in the registry particulars of the new Debenture or
Debentures issued in exchange; and (d) in the case of a transfer, enter in the registry
particulars of the registered holder as directed by the transferor.
15. Reasonable fees for the substitution of a new Debenture or new Debentures for any of
the Debentures that are mutilated, defaced, lost, mysteriously or unexplainably missing,
stolen or destroyed and for the replacement of mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed principal and interest cheques (if any) may
be imposed by the Municipality. When new Debentures are issued in substitution in
these circumstances the Municipality shall: (a) treat as cancelled and destroyed the
Debentures in respect of which new Debentures will be issued in substitution; (b) certify
the deemed cancellation and destruction in the registry; (c) enter in the registry
particulars of the new Debentures issued in substitution; and (d) make a notation of any
indemnities provided.
16. If OILC elects to terminate its obligations under the financing agreement entered into
between the Municipality and OILC, pursuant to which the Debentures are issued, OILC,
at its discretion, shall assess any losses that it may incur as a result of the termination
as follows: if on the date of termination the outstanding principal balance on the
Debentures is less than the net present value of the Debentures, the Municipality shall
pay the difference between these two amounts to OILC.
Notices
17. Except as otherwise expressly provided herein, any notice required to be given to a
registered holder of one or more of the Debentures will be sufficiently given if a copy of
such notice is mailed or otherwise delivered to the registered address of such registered
holder. If the Municipality or any registered holder is required to give any notice in
connection with the Debentures on or before any day and that day is not a Toronto
Business Day (as defined in section 10 of these Conditions) then such notice may be
given on the next following Toronto Business Day.
Time
18. Unless otherwise expressly provided herein, any reference herein to a time shall be
considered to be a reference to Toronto time.
Governing Law
19. The Debentures are governed by and shall be construed in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable in Ontario.
Definitions:
(a) "Prime Rate" means, on any day, the annual rate of interest which is the arithmetic
mean of the prime rates announced from time to time by the following five major
Canadian Schedule 1 banks, as of the issue date of this Debenture: Royal Bank of
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Canada; Canadian Imperial Bank of Commerce; The Bank of Nova Scotia; Bank of
Montreal; and The Toronto - Dominion Bank (the "Reference Banks ") as their
reference rates in effect on such day for Canadian dollar commercial loans made in
Canada. If fewer than five of the Reference Banks quote a prime rate on such days,
the "Prime Rate" shall be the arithmetic mean of the rates quoted by the remaining
Reference Banks.
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "C" to By-law Number 2015-090
LOAN AMORTIZATION SCHEDULE
Name • The Corporation .of Th.e Municipality of Kincardiae,
Principal: 3
Rate • 02.4800
Term • 1.20
Paid • S.emi-annu.al
Matures..: 07/02/2025
Pay# Date Amount Due Principal Due InterestpueAencl. Principal
1 01/02/2016 18,448.23 14,418.23 4,030.00 310,581.77
2 07/02/2016 18,448.23 14,597.02 3,851.21 295,984.75
3 01/02/2017 18,448.23 14,778.02 3,670.21 281,206.73
4 07/02/2017 18,448.23 14,961.27 3,486.96 266,245.46
5 01/02/201.8 18,448.23 15,146.79 .3,301.44 251,098.67
6 07/02/201.8 18,448.23 15,3:34.61 .3,113.62 235,764.06
7 01/02/2019 18,448.23 15,524.76 2,923.47 220,23:9.30
8 07/02/2019 18,448.23 15,717.26 2,730.97 204,522.04
9 01/02/2020 18,448.23 15,912.16 2,536.07 188,609.88
1.0 07/02/2020 18,448.23 16,109.47 2,338.76 172,500.41
11 01/02/20.21 18,448.23 1.6,309.22 2,139.01. 156,191.19
12 07/02/2021 18,448.23 16,511.46 1,936.77 139,679.73
13 01/02/2022 18,448.23 16,716.20 1,732.03 122,963.53
14 07/02/2022 18,448.23 16,923.48 1,524.75 106,040.05
15 01/02/2023 18,448.23 17,1.33.33 1,314.90 88,906.72
15 07/02/2023 18„448.23 17,345.79 1,102.44 71,560.93
17 01/02/2024 18,448.23 17,560.87 887.36 54,000.06
18 07/02/2024 18,448.23 17,778.63 669.60 36,221.43
19 01/02/2025 18,448.23 17,999.08 449.15 18,222.35
20 07/02/2025 18,448.23 18,222.27 225.96 0.08
368,964.60 324,999.92 43,964.68.
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No. 2015 -090 $325,000.00
CANADA
Province of Ontario
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
FULLY REGISTERED 2.48 % AMORTIZING DEBENTURE
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (the "Municipality "), for
value received, hereby promises to pay to
ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ( "OILC ")
or registered assigns, subject to the Conditions attached hereto which form part hereof (the
"Conditions "), upon presentation and surrender of this debenture (or as otherwise agreed to
by the Municipality and OILC) by the maturity date of this debenture (July 02, 2025), the
principal amount of
THREE HUNDRED TWENTY -FIVE THOUSAND DOLLARS
$325,000.00
by equal semi - annual instalments of combined principal and interest on the 2nd day of
January and on the 2nd day of July in each of the years 2016 to 2025, both inclusive, save
and except for the last instalment which may vary slightly from the preceding equal
instalments, in the amounts set forth in the attached Amortizing Schedule (the "Amortization
Schedule ") and subject to late payment interest charges pursuant to the Conditions, in lawful
money of Canada. Subject to the Conditions, interest shall be paid until the maturity date of
this debenture, in like money in semi - annual payments from the 2nd day of July, 2015, or
from the last date on which interest has been paid on this debenture, whichever is later, at
the rate of 2.48% per annum, in arrears, on the specified dates, as set forth in the
Amortization Schedule. Interest shall be paid on default at the applicable rate set out in the
Amortization Schedule both before and after default and judgment. The payments of
principal and interest and the outstanding amount of principal in each year are shown in the
Amortization Schedule.
The Municipality, pursuant to section 25 of the Ontario Infrastructure and Lands Corporation
Act, 2011 (the "OILC Act, 2011 ") hereby irrevocably agrees that the Minister of Finance is
entitled, without notice to the Municipality, to deduct from money appropriated by the
Legislative Assembly of Ontario for payment to the Municipality, amounts not exceeding any
amounts that the Municipality fails to pay OILC on account of indebtedness evidenced by
this debenture, and to pay such amounts to OILC from the Consolidated Revenue Fund.
This debenture is subject to the Conditions.
DATED at the The Municipality of Kincardine as at the 2nd day of July, 2015.
IN TESTIMONY WHEREOF and under the authority of By -law Number 2015 -090 of the
Municipality duly passed on the 17th day of June, 2015 (the "By- law "), this debenture is
sealed with the municipal seal of the Municipality and signed by the Authority Title and by the
Treasurer thereof.
Date of Registration: July 02, 2015
(Seal) t Anne Eadie, Eadie, Mayor Roxana Baumann, Treasurer
OILC hereby agrees that the Minister of Finance is entitled to exercise certain rights of deduction pursuant to
section 25 of the OILC Act, 2011 as described in this debenture.
Ontario Infrastructure and Lands Corporation
by: by:
Authorized Signing Officer Authorized Signing Officer
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LEGAL OPINION
We have examined the By -law Number 2015 -090 (the "By -law ") of The Corporation
of The Municipality of Kincardine (the "Municipality ") authorizing the issue of
amortizing debentures in the principal amount of $325,000.00 dated July 02, 2015
and maturing on July 02, 2025 and payable in semi - annual instalments of
combined principal and interest on the 2nd day of January and on the 2nd day of
July in each of the years 2016 to 2025, both inclusive, save and except for the last
instalment which may vary slightly from the preceding equal instalments as set out
in Schedule "C" to the By -law.
In our opinion, the By -law has been properly passed and is within the legal powers
of the Municipality. The debenture issued under the By -law in the within form (the
"Debenture ") is the direct, general, unsecured and unsubordinated obligation of the
Municipality. The Debenture is enforceable against the Municipality subject to the
special jurisdiction and powers of the Ontario Municipal Board over defaulting
municipalities under the Municipal Affairs Act. This opinion is subject to and
incorporates all the assumptions, qualifications and limitations set out in our
opinion letter.
July 02, 2015
Van de Vyvere & Grove - McClement LLP
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CONDITIONS OF THE DEBENTURE
Form, Denomination, and Ranking of the Debenture
1. The debentures issued pursuant to the By -law (collectively the "Debentures" and
individually a "Debenture ") are issuable as fully registered Debentures without coupons.
2. The Debentures are direct, general, unsecured and unsubordinated obligations of the
Municipality. The Debentures rank concurrently and equally in respect of payment of
principal and interest with all other debentures of the Municipality except for the
availability of money in a sinking or retirement fund for a particular issue of debentures.
3. This Debenture is one fully registered Debenture registered in the name of OILC and
held by OILC.
Registration
4. The Municipality shall maintain at its designated office a registry in respect of the
Debentures in which shall be recorded the names and the addresses of the registered
holders and particulars of the Debentures held by them respectively and in which
particulars of cancellations, exchanges, substitutions and transfers of Debentures, may
be recorded and the Municipality is authorized to use electronic, magnetic or other media
for records of or related to the Debentures or for copies of them.
Title
5. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be subsisting
in respect thereof. The Municipality shall deem and treat registered holders of
Debentures, including this Debenture, as the absolute owners thereof for all purposes
whatsoever notwithstanding any notice to the contrary and all payments to or to the
order of registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid. Where
a Debenture is registered in more than one name, the principal of and interest from time
to time payable on such Debenture shall be paid to or to the order of all the joint
registered holders thereof, failing written instructions to the contrary from all such joint
registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any Debentures
registered in their names may be paid to the survivor or survivors of such holders and
such payment shall constitute a valid discharge to the Municipality.
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Payments of Principal and Interest
6. The record date for purposes of payment of principal of and interest on the Debentures
is as of 5:00 p.m. on the sixteenth calendar day preceding any Payment Date including
the maturity date. Principal of and interest on the Debentures are payable by the
Municipality to the persons registered as holders in the registry on the relevant record
date. The Municipality shall not be required to register any transfer, exchange or
substitution of Debentures during the period from any record date to the corresponding
Payment Date.
7. The Municipality shall make all payments in respect of equal semi - annual instalments
of combined principal and interest, including the last `non - equal' instalment on the
Debentures on each Payment Date commencing on January 02, 2016 and ending on
July 02, 2025 as set out in Schedule "C" to the By -law, by pre- authorized debit in respect
of such interest and principal to the credit of the registered holder on such terms as the
Municipality and the registered holder may agree.
8. The Municipality shall pay to the registered holder interest on any overdue amount of
principal or interest in respect of any Debenture, both before and after default and
judgment, at a rate per annum equal to the greater of the rate specified on the Schedule
as attached to and forming part of the Debenture for such amount plus 200 basis points
or Prime Rate (as defined below) plus 200 basis points, calculated on a daily basis from
the date such amount becomes overdue for so long as such amount remains overdue
and the Municipality shall pay to the registered holder any and all costs incurred by the
registered holder as a result of the overdue payment.
9. Whenever it is necessary to compute any amount of interest in respect of the
Debentures for a period of less than one full year, other than with respect to regular
semi - annual interest payments, such interest shall be calculated on the basis of the
actual number of days in the period and a year of 365 days or 366 days as appropriate.
10. Payments in respect of principal of and interest on the Debentures shall be made only
on a day on which banking institutions in Toronto, Ontario, are not authorized or
obligated by law or executive order to be closed (a "Toronto Business Day "), and if
any date for payment is not a Toronto Business Day, payment shall be made on the next
following Toronto Business Day as noted on the Amortization Schedule.
11. The Debentures are transferable or exchangeable at the office of the Treasurer of the
Municipality upon presentation for such purpose accompanied by an instrument of
transfer or exchange in a form approved by the Municipality and which form is in
accordance with the prevailing Canadian transfer legislation and practices, executed by
the registered holder thereof or such holder's duly authorized attorney or legal personal
representative, whereupon and upon registration of such transfer or exchange and
cancellation of the Debenture or Debentures presented, a new Debenture or Debentures
of an equal aggregate principal amount in any authorized denomination or
denominations will be delivered as directed by the transferee, in the case of a transfer
or as directed by the registered holder in the case of an exchange.
12. The Municipality shall issue and deliver Debentures in exchange for or in substitution
for Debentures outstanding on the registry with the same maturity and of like form in the
event of a mutilation, defacement, loss, mysterious or unexplainable disappearance,
theft or destruction, provided that the applicant therefor shall have: (a) paid such costs
as may have been incurred in connection therewith; (b) (in the case of a mutilated,
defaced, lost, mysteriously or unexplainably missing, stolen or destroyed Debenture)
furnished the Municipality with such evidence (including evidence as to the certificate
number of the Debenture in question) and an indemnity in respect thereof satisfactory
to the Municipality in its discretion; and (c) surrendered to the Municipality any mutilated
or defaced Debentures in respect of which new Debentures are to be issued in
substitution.
13. The Debentures issued upon any registration of transfer or exchange or in substitution
for any Debentures or part thereof shall carry all the rights to interest if any, accrued and
unpaid which were carried by such Debentures or part thereof and shall be so dated
and shall bear the same maturity date and, subject to the provisions of the By -law, shall
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be subject to the same terms and conditions as the Debentures in respect of which the
transfer, exchange or substitution is effected.
14. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When any of
the Debentures are surrendered for transfer or exchange the Treasurer of the
Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures
surrendered for exchange; (b) in the case of an exchange, certify the cancellation and
destruction in the registry; (c) enter in the registry particulars of the new Debenture or
Debentures issued in exchange; and (d) in the case of a transfer, enter in the registry
particulars of the registered holder as directed by the transferor.
15. Reasonable fees for the substitution of a new Debenture or new Debentures for any of
the Debentures that are mutilated, defaced, lost, mysteriously or unexplainably missing,
stolen or destroyed and for the replacement of mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed principal and interest cheques (if any) may
be imposed by the Municipality. When new Debentures are issued in substitution in
these circumstances the Municipality shall: (a) treat as cancelled and destroyed the
Debentures in respect of which new Debentures will be issued in substitution; (b) certify
the deemed cancellation and destruction in the registry; (c) enter in the registry
particulars of the new Debentures issued in substitution; and (d) make a notation of any
indemnities provided.
16. If OILC elects to terminate its obligations under the financing agreement entered into
between the Municipality and OILC, pursuant to which the Debentures are issued, OILC,
at its discretion, shall assess any losses that it may incur as a result of the termination
as follows: if on the date of termination the outstanding principal balance on the
Debentures is less than the net present value of the Debentures, the Municipality shall
pay the difference between these two amounts to OILC.
Notices
17. Except as otherwise expressly provided herein, any notice required to be given to a
registered holder of one or more of the Debentures will be sufficiently given if a copy of
such notice is mailed or otherwise delivered to the registered address of such registered
holder. If the Municipality or any registered holder is required to give any notice in
connection with the Debentures on or before any day and that day is not a Toronto
Business Day (as defined in section 10 of these Conditions) then such notice may be
given on the next following Toronto Business Day.
Time
18. Unless otherwise expressly provided herein, any reference herein to a time shall be
considered to be a reference to Toronto time.
Governing Law
19. The Debentures are governed by and shall be construed in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable in Ontario.
Definitions:
(a) "Prime Rate" means, on any day, the annual rate of interest which is the arithmetic
mean of the prime rates announced from time to time by the following five major
Canadian Schedule I banks, as of the issue date of this Debenture: Royal Bank of
Canada; Canadian Imperial Bank of Commerce; The Bank of Nova Scotia; Bank of
Montreal; and The Toronto - Dominion Bank (the "Reference Banks ") as their reference
rates in effect on such day for Canadian dollar commercial loans made in Canada. If
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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.
LOAN AMORTIZATION SCHEDULE
Name ° The Corporation of The, M unicipality :of Klucarditie
Principal: 325,000.00
Rate - 02.4800
Term ° 120:
Paid " Semi-annual
Matures..; 07/02/2025
Pay# Date Amount Due Principal Due Interest Due_Renj. Principal
1 01/02/20:16 18,448.23 14,418.23 4,030.00 310,581.77
2 07/02/2016 18,448.23 14,597.02 .3„851.21 295,984.75
3 01/02/2017 18,448.23 14,778.02 3,670.21 281,206.73
4 07/02/2017 18,448.23 14,961.27 3,486.96 266,245.46
5 01/02/2018 18,448.23 15,146.79 3,301.44 251,098.67
6 07/02/20.18 18,448.23 15,334.61 3,113.62 235,764.05
7 01/02/2019 18,448.23 15,524.76 .2,923.47 220,239.30
8 07/02/2019 18,448.23 15,717.26 2,730.97 204,522.04
9 01/02/2020 18,448.23 15,912.16 .2,536.07 188,609.88
10 07/02/2020 18,448.23 1.6,109.47 2,338.76 172,500.41
11 01/02/2021 18,448.23 16,309.22 2,139.01 156,191.19
12 07/02/2021 18,448.23 16,511.46 1,936.77 139,679.73
13 01/02/2022 18,448.23 15,716.20 1,732.03 122,963.53
14 07/02/2022 18,448.23 16,923.48 1,524.75 .106,040.05
15 01/02/2023 18,448.23 17,133.33 1,314.90 88,906.72
16 07/02/2023 18,448.23 17,345.79 1,102.44 71,560
17 01/02/2024 18,448.23 17,560.8.7 887.36 54,000.06
18 07/02/2024 18,448.23 17,778.63 669.60 36,221.43
19 01/02/2025 18,448.23 17,999.08 449.15 18,222.35
20 07/02/2025 18,448.23 18,222.27 225.56 0.08
358,964.60 324,999.92 43,964.68.
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CERTIFICATE
To: Van de Vyvere & Grove - McClement LLP
And To: OILC
IN THE MATTER OF an issue of a 10 year, 2.48% amortizing debenture of
The Corporation of The Municipality of Kincardine (the "Municipality ") in the
principal amount of $325,000.00 for the capital work(s) authorized by
Debenture By -law Number 2015 -09 (the "Debenture By -law ")
AND IN THE MATTER OF authorizing by -laws of the Municipality
enumerated in Schedule "A" to the Debenture By -law.
I, Donna MacDougall, Clerk of the Municipality, DO HEREBY CERTIFY THAT:
1. The Debenture By -law was finally passed and enacted by the Council of the Municipality
on the 17th day of June, 2015 in full compliance with the Municipal Act, 2001, as amended (the
"Act ") at a duly called meeting at which a quorum was present. Forthwith after the passage of
the Debenture By -law, the same was signed by the Mayor and the Clerk and sealed with the
municipal seal of the Municipality.
2. All of the authorizing by -laws referred to in Schedule "A" to the Debenture By -law (the
"Authorizing By- laws ") have been enacted and passed by the Council of the Municipality in full
compliance with the Act at a meeting at which a quorum was present. Forthwith after the
passage of the Authorizing By -laws the same were signed by the Mayor and the Clerk and
sealed with the municipal seal of the Municipality.
3. With respect to the undertaking of the capital works described in the Debenture By -law
(individually a "Capital Work" and collectively the "Capital Works ") the "Capital Work ", before
the Council of the Municipality exercised any of its powers in respect of the Capital Work, and
before authorizing any additional cost amount and any additional debenture authority in respect
thereof, the Council of the Municipality had its Treasurer calculate the updated limit in respect
of the relevant annual debt and financial obligation limit received from the Ministry of Municipal
Affairs and Housing in accordance with the applicable debt and financial obligation limits
regulation. In this connection, before the Council of the Municipality authorized the Capital
Work, each such additional cost amount and each such additional debenture authority, the
Treasurer determined that the estimated annual amount payable in respect of the Capital Work,
each such additional cost amount and each such additional debenture authority, would not
cause the Municipality to reach or exceed its updated limit. Accordingly, the Council of the
Municipality authorized the Capital Work, each such additional cost amount and each such
additional debenture authority, without the approval of the Ontario Municipal Board pursuant to
the applicable debt and financial obligation limits regulation
4. No application has been made or action brought to quash, set aside or declare invalid
the Debenture By -law or the Authorizing By -laws nor have the same been in any way repealed,
altered or amended except insofar as some of the Authorizing By -laws may have been
amended by any of the Authorizing By -laws set forth in Schedule "A" and the Debenture By-
law and the Authorizing By -laws are now in full force and effect.
5. All of the recitals contained in the Debenture By -law and the Authorizing By -laws are
true in substance and fact.
6. To the extent that the public notice provisions of the Act are applicable, the Authorizing
By -laws and the Debenture By -law have been enacted and passed by the Council of the
Municipality in full compliance with the applicable public notice provisions of the Act.
7. None of the debentures authorized to be issued by the Authorizing By -laws have been
previously issued.
8. The respective principal amount of debentures which is to be issued pursuant to the
Debenture By -law in respect of each Capital Work does not exceed the respective net cost of
such Capital Work to the Municipality.
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9. The debenture certificate issued pursuant to the Debenture By -law (the "OILC
Debenture ") has been signed by Mayor and by the Treasurer of the Municipality. The OILC
Debenture is in all respects in accordance with the Debenture By -law and in issuing the OILC
Debenture in the amount of Amount in Currency which is now being issued to Ontario
Infrastructure and Lands Corporation pursuant to the Debenture By -law, the Municipality is not
exceeding its borrowing powers.
10. The Municipality is not subject to any restructuring order under part V of the Act or other
statutory authority, accordingly, no approval of the Authorizing By -laws and of the Debenture
By -law and /or of the issue of the OILC Debentures is required by any transition board or
commission appointed in respect of the restructuring of the municipality.
11. The Authorizing By -laws and the Debenture By -law and the transactions contemplated
thereby do not conflict with, or result in a breach or violation of any statutory provisions which
apply to the Municipality or any agreement to which the Municipality is a party or under which
the Municipality or any of its property is or may be bound, or, to the best of my knowledge,
violate any order, award, judgment, determination, writ, injunction or decree applicable to the
Municipality of any regulatory, administrative or other government or public body or authority,
arbitrator or court.
DATED at The Municipality of Kincardine as at the 2nd day of July, 2015
a
[AFFIX SEAL] Donna MacDougall, Clerk
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CERTIFICATE OF SIGNATURE AND NO LITIGATION
TO: Van de Vyvere & Grove - McClement LLP
And To: OILC
IN THE MATTER OF an issue of a 10 year, 2.48%
amortizing debenture of The Corporation of The
Municipality of Kincardine (the "Municipality ") in the
principal amount of $325,000.00, authorized by Debenture
By -law Number 2015 -090 (the "Debenture By -law ")
I, Roxana Baumann, Treasurer of the Municipality, do hereby certify that on or
before July 02, 2015, I as Treasurer, signed the fully registered amortizing debenture numbered
2015 -090 in the principal amount of $325,000.00 dated July 02, 2015, registered in the name
of the Ontario Infrastructure and Lands Corporation and authorized by the Debenture By -law
(the "OILC Debenture ").
further certify that on or before July 02, 2015, the OILC Debenture was signed by
Anne Eadie, Mayor of Municipality at the date of the execution and issue of the OILC
Debenture, that the OILC Debenture was sealed with the seal of the Municipality, and that the
OILC Debenture is in all respects in accordance with the Debenture By -law.
I further certify that the said Anne Eadie, is the duly elected Mayor of the Municipality
and that I am the duly appointed Treasurer of the Municipality and that we were severally
authorized under the Debenture By -law to execute the OILC Debenture in the manner
aforesaid and that the OILC Debenture is entitled to full faith and credence.
I further certify that no litigation or proceedings of any nature are now pending or
threatened, attacking or in any way attempting to restrain or enjoin the issue and delivery of
the OILC Debenture or in any manner questioning the proceedings and the authority under
which the same is issued, or affecting the validity thereof, or contesting the title or official
capacity of the said Mayor or myself as Treasurer of the Municipality, and no authority or
proceedings for the issuance of the OILC Debenture or any part of it has been repealed,
revoked or rescinded in whole or in part.
DATED at The Municipality of Kincardine as at the 2nd day of July, 2015.
/ - C
Roxana Baumann, Treasurer
I, Donna MacDougall, Clerk of the Municipality do hereby certify that the signature
of Roxana Baumann, the Treasurer of the Municipality described above, is true and genuine.
[AFFIX SEAL] Donna MacDougall, CIerk
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DEBENTURE TREASURER'S CERTIFICATE
To: Van de Vyvere & Grove - McClement LLP
And To: OILC
IN THE MATTER OF an issue of a 10 year, 2.48% amortizing debenture of
The Corporation of The Municipality of Kincardine (the "Municipality ") in the
principal amount of $325,000.00, authorized by Debenture By -law Number
2015 -090 (the "Debenture By -law ")
AND IN THE MATTER OF authorizing by -laws of the Municipality enumerated in
Schedule "A" to the Debenture By -law.
I, Roxana Baumann, Treasurer of The Corporation of The Municipality of
Kincardine, DO HEREBY CERTIFY THAT:
1. The Municipality has received from the Ministry of Municipal Affairs and Housing its
annual debt and financial obligation limit for the relevant years.
2. With respect to the undertaking of the capital works described in the Debenture By -law
(individually a "Capital Work" and collectively the "Capital Works "), before the Council of the
Municipality authorized each Capital Work, and before authorizing any additional cost amount
and any additional debenture authority in respect thereof, the Treasurer calculated the
updated relevant debt and financial obligation limit in accordance with the applicable debt and
financial obligation limits regulation (the "Regulation "). The Treasurer thereafter determined
that the estimated annual amount payable in respect of the Capital Work, each such
additional cost amount and each such additional debenture authority, would not cause the
Municipality to reach or to exceed the relevant updated debt and financial obligation limit as
at the date of the Council's approval. Based on the Treasurer's determination, the Council of
the Municipality authorized the Capital Work ,each such additional cost amount and each
such additional debenture authority, without the approval of the Ontario Municipal Board
pursuant to the Regulation.
3. As at the date hereof the Municipality has not reached or exceeded its updated annual
debt and financial obligation limit for Year of Current ARL Limit 2014.
4. In updating the relevant debt and financial obligation limit(s), the estimated annual
amount payable described in Section 4(2) of the Regulation was determined based on
current interest rates and amortization periods which do not, in any case, exceed the lifetime
of any of the purposes of the Municipality described in such section, all in accordance with
generally accepted accounting principles for local governments as recommended, from time
to time, by the Public Sector Accounting Board of the Canadian Institute of Chartered
Accountants.
5. The term within which the debentures to be issued for the Municipality in respect of the
Capital Work pursuant to the Debenture By -law are made payable does not exceed the
lifetime of such Capital Work(s).
6. The principal amount now being financed through the issue of debentures pursuant to
the Debenture By -law in respect of each the Capital Work does not exceed the net cost of
such Capital Work to the Municipality.
7. The money received by the Municipality from the sale of the debentures issued
pursuant to the Debenture By -law, including any premium, and any earnings derived from the
investment of that money after providing for the expenses related to their issue, if any, shall
be apportioned and applied to the Capital Work(s), and to no other purpose except as
permitted by the Municipal Act, 2001.
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8. The representations and warranties of the Municipality set out in paragraph 2 of the
Financing Agreement (as defined in the Debenture By -law) were true and correct as of the
date of the request to purchase the debentures in respect of the Capital Work pursuant to the
Debenture By -law and are true and correct as of the date hereof.
DATED at The Municipality of Kincardine as at the 2nd day of July, 2015
[AFFIX SEAL] Roxana Baumann, Treasurer
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