HomeMy WebLinkAbout15 124 Borrowing upon amortizing debentures towards the cost of municipal adminstration centre renovations THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
KBT
1111
„
,H /g /P44TY OF KM 6 P AD\0
BY -LAW
BY -LAW No. 2015 -124
A BY -LAW OF THE CORPORATION OF THE MUNICIPALITY OF
KINCARDINE TO AUTHORIZE THE BORROWING UPON AMORTIZING
DEBENTURES IN THE PRINCIPAL AMOUNT OF
$1,800,000.00 TOWARDS THE COST OF THE MUNICIPAL
ADMINISTRATION CENTRE RENOVATIONS
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
p g
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 $1,800,000.00 dated September 15, 2015 and
maturing on September 15, 2025 and payable in semi- annual instalments of
• combined principal and interest on the 15th day of March and on the 15th day
of September in each of the years 2016 to 2025, both inclusive on the
terms hereinafter set forth;
Page 1 of 25
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 $1,800,000.00 and the issue of
amortizing debentures therefor to be repaid in semi - annual instalments
of combined principal and interest as hereinafter set forth, are hereby
authorized.
2. The Mayor and the Treasurer of the Municipality are hereby authorized to
cause any number of amortizing debentures to be issued for such
amounts of money as may be required for the Capital Work in definitive
form, not exceeding in total the said principal amount of $1,800,000.00
(the "Debentures "). The Debentures shall bear the Municipality's
municipal seal and the signatures of the Mayor and the Treasurer of the
Municipality, all in accordance with the provisions of the Act. The
municipal seal of the Municipality and the signatures referred to in this
section may be printed, lithographed, engraved or otherwise mechanically
reproduced. The Debentures are sufficiently signed if they bear the
required signatures and each person signing has the authority to do so
on the date he or she signs.
• 3. The Debentures shall be in fully registered form as one or more
certificates in the principal amount of $1,800,000.00, 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 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 15th day of September, 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 2.12% 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 September 15, 2025 and
be payable in equal semi - annual of combined principal and interest of
on the 15th day of March and on the 15th of September 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
e 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.
Page 2 of 25
7. Interest shall be payable to the date of maturity of the Debentures and
on default shall be payable on any overdue amounts both before and
after default and judgment at a rate per annum equal to the greater of
• the rate specified on the Schedule as attached to and forming part of
the Debentures for such amounts plus 200 basis points or Prime Rate
(as defined below) plus 200 basis points, calculated on a daily basis
from the date such amounts become overdue for so long as such
amounts remain overdue and the Municipality shall pay to the
registered holders any and all costs incurred by the registered holders
as a result of the overdue payment. Any amounts payable by the
Municipality as interest on overdue principal or interest and all costs
incurred by the registered holders as a result of the overdue payment in
respect of the Debentures shall be paid out of current revenue.
Whenever it is necessary to compute any amount of interest in
respect of the Debentures for a period of less than one full year, other
than with respect to regular semi - annual interest payments, such interest
shall be calculated on the basis of the actual number of days in the
period and a year of 365 days or 366 days as appropriate.
"Prime Rate" means, on any day, the annual rate of interest which is the
arithmetic mean of the prime rates announced from time to time by the
following five major Canadian Schedule I banks, as of the issue date of
• 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 an instalment 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
Page 3 of 25
joint registered holders, and such payment shall constitute a valid
discharge to the Municipality. In the case of the death of one or more joint
registered holders, despite the foregoing provisions of this section, the
• principal of and interest on any Debentures registered in their names
may be paid to the survivor or survivors of such holders and such
payment shall constitute a valid discharge to the Municipality.
12. The Debentures will be transferable or exchangeable at the office of the
Treasurer of the Municipality upon presentation for such purpose
accompanied by an instrument of transfer or exchange in a form
approved by the Municipality and which form is in accordance with the
prevailing Canadian transfer legislation and practices, executed by the
registered holder thereof or such holder's duly authorized attorney or
legal personal representative, whereupon and upon registration of such
transfer or exchange and cancellation of the Debenture or Debentures
presented, the Mayor and the Treasurer shall issue and deliver a new
Debenture or Debentures of an equal aggregate principal amount in any
authorized denomination or denominations as directed by the 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)
Page 4 of 25
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.
e 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
Subject p 9 � pp
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.
READ a FIRST and SECOND TIME this 2 day of September, 2015.
READ a THIRD TIME and FINALLY PASSED this 2nd day of September, 2015.
• Mayor Clerk
[AFFIX SEAL;
•
Page 5 of 25
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "A" to By -law Number 2015 -124
(1) (2) (3) (4) (5) (6)
Approved
Amount to be Amount of
Amount of Term of
By -law Project Financed Debentures Debentures Years of
Description Through the Previously to be Issued Debentures
Issue of Issued
Debentures
Municipal
2015 -028 Administratio $1,800,000.00 $0.00 $1,800,000.00 10
n Centre
Renovations
Page 6 of 25
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "B" to By -law Number 2015 -124
No. 2015 -02 $1,800,000.00
CANADA
Province of Ontario
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
FULLY REGISTERED 2.12% 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 (September 15, 2025), the principal
amount of
ONE MILLION, EIGHT HUNDRED THOUSAND DOLLARS
($1,800,000.00)
by equal semi - annual instalments of combined (blended) principal and interest on the 15th day of
March and on the 15th day of September 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 15th day of September, 2015, or from the last date on which interest has been paid on this
debenture, whichever is later, at the rate of 2.12% 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 15th day of September, 2015
IN TESTIMONY WHEREOF and under the authority of By -law Number 2015 -124 of the
Municipality duly passed on the 2nd day of September, 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: September 15, 2015
(Seal) K Azaivza
Anne Eadie, Mayor Roxana Baumann, Treasurer
Page 7 of 25
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
Page 8 of 25
LEGAL OPINION
We have examined the By -law Number 2015 -124 (the "By -law ") of The Corporation
of The Municipality of Kincardine (the "Municipality ") authorizing the issue of
amortizing debentures in the principal amount of $1,800,000.00 dated September
15, 2015 and maturing on September 15, 2025 and payable in equal semi - annual
instalments of combined principal and interest on the 15th day of March and on the
15th day of September 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.
September 15, 2015
Van de Vyvere & Grove - McClement LLP
Page 9 of 25
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.
Ti e
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.
Page 10 of 25
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 March 15,
2016 and ending on (September 15, 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.
Page 11 of 25
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, Toss, mysterious or
unexplainable disappearance, theft or destruction, provided that the applicant therefor
shall have: (a) paid such costs as may have been incurred in connection therewith; (b)
(in the case of a mutilated, defaced, lost, mysteriously or unexplainably missing,
stolen or destroyed Debenture) furnished the Municipality with such evidence
(including evidence as to the certificate number of the Debenture in question) and an
indemnity in respect thereof satisfactory to the Municipality in its discretion; and (c)
surrendered to the Municipality any mutilated or defaced Debentures in respect of
which new Debentures are to be issued in substitution.
13. The Debentures issued upon any registration of transfer or exchange or in
substitution for any Debentures or part thereof shall carry all the rights to interest if
any, accrued and unpaid which were carried by such Debentures or part thereof
and shall be so dated and shall bear the same maturity date and, subject to the
provisions of the By- law, shall be subject to the same terms and conditions as the
Debentures in respect of which the transfer, exchange or substitution is effected.
14. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When any
of the Debentures are surrendered for transfer or exchange the Treasurer of the
Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures
surrendered for exchange; (b) in the case of an exchange, certify the cancellation and
destruction in the registry; (c) enter in the registry particulars of the new Debenture or
Debentures issued in exchange; and (d) in the case of a transfer, enter in the registry
particulars of the registered holder as directed by the transferor.
15. Reasonable fees for the substitution of a new Debenture or new Debentures for
any of the Debentures that are mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed and for the replacement of mutilated,
defaced, lost, mysteriously or unexplainably missing, stolen or destroyed principal and
interest cheques (if any) may be imposed by the Municipality. When new
Debentures are issued in substitution in these circumstances the Municipality shall:
(a) treat as cancelled and destroyed the Debentures in respect of which new
Debentures will be issued in substitution; (b) certify the deemed cancellation and
destruction in the registry; (c) enter in the registry particulars of the new
Debentures issued in substitution; and (d) make a notation of any indemnities
provided.
16. If OILC elects to terminate its obligations under the financing agreement
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
Page 12 of 25
19. The Debentures are governed by and shall be construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable in Ontario.
Definitions:
(a) "Prime Rate" means, on any day, the annual rate of interest which is the
arithmetic mean of the prime rates announced from time to time by the following
five major Canadian Schedule I banks, as of the issue date of this Debenture:
Royal Bank of Canada; Canadian Imperial Bank of Commerce; The Bank of Nova
Scotia; Bank of Montreal; and The Toronto - Dominion Bank (the "Reference
Banks ") as their reference rates in effect on such day for Canadian dollar
commercial loans made in Canada. If fewer than five of the Reference Banks quote
a prime rate on such days, the "Prime Rate" shall be the arithmetic mean of the
rates quoted by the remaining Reference Banks.
Page 13 of 25
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "C" to By -law Number 2015 -124
LOAN AMORTIZATION SCHEDULE
Name • The Corporation of The Municipality of Kincardine
Principal: 1,800,000.00
Rate • 02.1200
Term • 120
Paid • Semi - annual
Matures..: 09/15/2025
Pay # Date Amount Due Principal Due Interest Due Rem. Principal
103/15/2016 100,351.22 81,271.22 19,080.00 1,718,728.78
2 09/15/2016 100,351.22 82,132.69 18,218.53 1,636,596.09
3 03/15/2017 100,351.22 83,003.30 17,347.92 1,553,592.79
4 09/15/2017 100,351.22 83,883.14 16,468.08 1,469,709.65
5 03/15/2018 100,351.22 84,772.30 15,578.92 1,384,937.35
6 09/15/2018 100,351.22 85,670.88 14,680.34 1,299,266.47
7 03/15/2019 100,351.22 86,579.00 13,772.22 1,212,687.47
8 09/15/2019 100,351.22 87,496.73 12,854.49 1,125,190.74
9 03/15/2020 100,351.22 88,424.20 11,927.02 1,036,766.54
10 09/15/2020 100,351.22 89,361.49 10,989.73 947,405.05
1103/15/2021 100,351.22 90,308.73 10,042.49 857,096.32
12 09/15/2021 100,351.22 91,266.00 9,085.22 765,830.32
13 03/15/2022 100,351.22 92,233.42 8,117.80 673,596.90
14 09/15/2022 100,351.22 93,211.09 7,140.13 580,385.81
15 03/15/2023 100,351.22 94,199.13 6,152.09 486,186.68
16 09/15/2023 100,351.22 95,197.64 5,153.58 390,989.04
17 03/15/2024 100,351.22 96,206.74 4,144.48 294,782.30
18 09/15/2024 100,351.22 97,226.53 3,124.69 197,555.77
19 03/15/2025 100,351.22 98,257.13 2,094.09 99,298.64
20 09/15/2025 100,351.21 99,298.64 1,052.57 0.00
2,007,024.39 1,800,000.00 207,024.39
Page 14 of 25
No. 2015 -02
$1,800,000.00
CANADA
Province of Ontario
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
FULLY REGISTERED 2.12 % 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 (September 15, 2025),
the principal amount of
ONE MILLION, EIGHT HUNDRED THOUSAND DOLLARS
$1,800,000.00
by equal semi - annual instalments of combined (blended) principal and interest on the 15th
day of March and on the 15th day of September 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 15th day
of September, 2015, or from the last date on which interest has been paid on this debenture,
whichever is later, at the rate of 2.12% 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 15th day of September, 2015. IN
TESTIMONY WHEREOF and under the authority of By -law Number 2015 -124 of the
Municipality duly passed on the 2nd day of September, 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: September 15, 2015
� . -
(Seal) 4
-
Anne 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
Page 15 of 25
LEGAL OPINION
We have examined the By -law Number 2015 -124 (the "By -law ") of The Corporation
of The Municipality of Kincardine (the "Municipality ") authorizing the issue of
amortizing debentures in the principal amount of $1,800,000.00 dated September
15, 2015 and maturing on September 15, 2025 and payable in semi - annual
instalments of combined principal and interest on the 15th day of March and on the
15th day of September 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.
September 15, 2015
Van de Vyvere & Grove - McClement LLP
Page 16 of 25
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.
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 on the Debentures on each Payment
Date commencing on March 15, 2016 and ending on September 15, 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
Page 17 of 25
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 Tess 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 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:
Page 18 of 25
(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 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.
Page 19 of 25
LOAN AMORTIZATION SCHEDULE
Loan • 1369
Name • The Corporation of The Municipality of Kincardine
Principal: 1,800,000.00
Rate • 02.1200
Term • 120
Paid • Semi- annual
Matures..: 09/15/2025
Pay # Date Amount Due Principal Due Interest Due Rem. Principal
103/15/2016 100,351.22 81,271.22 19,080.00 1,718,728.78
2 09/15/2016 100,351.22 82,132.69 18,218.53 1,636,596.09
3 03/15/2017 100,351.22 83,003.30 17,347.92 1,553,592.79
4 09/15/2017 100,351.22 83,883.14 16,468.08 1,469,709.65
5 03/15/2018 100,351.22 84,772.30 15,578.92 1,384,937.35
6 09/15/2018 100,351.22 85,670.88 14,680.34 1,299,266.47
7 03/15/2019 100,351.22 86,579.00 13,772.22 1,212,687.47
8 09/15/2019 100,351.22 87,496.73 12,854.49 1,125,190.74
9 03/15/2020 100,351.22 88,424.20 11,927.02 1,036,766.54
10 09/15/2020 100,351.22 89,361.49 10,989.73 947,405.05
1103/15/2021 100,351.22 90,308.73 10,042.49 857,096.32
12 09/15/2021 100,351.22 91,266.00 9,085.22 765,830.32
13 03/15/2022 100,351.22 92,233.42 8,117.80 673,596.90
14 09/15/2022 100,351.22 93,211.09 7,140.13 580,385.81
15 03/15/2023 100,351.22 94,199.13 6,152.09 486,186.68
16 09/15/2023 100,351.22 95,197.64 5,153.58 390,989.04
17 03/15/2024 100,351.22 96,206.74 4,144.48 294,782.30
18 09/15/2024 100,351.22 97,226.53 3,124.69 197,555.77
19 03/15/2025 100,351.22 98,257.13 2,094.09 99,298.64
20 09/15/2025 100,351.21 99,298.64 1,052.57 0.00
2,007,024.39 1,800,000.00 207,024.39
Page 20 of 25
CERTIFICATE
To: Van de Vyvere & Grove - McClement LLP
And To: OILC
IN THE MATTER OF an issue of a 10 year, 2.12% amortizing debenture of
The Corporation of The Municipality of Kincardine (the "Municipality ") in
the principal amount of $1,800,000.00 for the capital work(s) authorized by
Debenture By -law Number 2015 -124 (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 2nd day of September, 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.
9. The debenture certificate issued pursuant to the Debenture By -law (the "OILC
Page 21 of 25
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 15th day of September, 2015
[AFFIX SEAL] Donna MacDougall, Clerk
Page 22 of 25
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, 2A2%
amortizing debenture of The Corporation of The
Municipality of Kincardine (the "Municipality ") in the
principal amount of $1,800,000.00, authorized by
Debenture By -law Number 2015 -124 (the "Debenture By-
law")
I, Roxana Baumann, Treasurer of the Municipality, do hereby certify that on or before
September 15, 2015, I as Treasurer, signed the fully registered amortizing debenture
numbered 2015 -02 in the principal amount of $1,800,000.00 dated September 15, 2015,
registered in the name of the Ontario Infrastructure and Lands Corporation and authorized by
the Debenture By -law (the "OILC Debenture ").
I further certify that on or before September 15, 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 15th day of September, 2015.
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, erk
Page 23 of 25
DEBENTURE TREASURER'S CERTIFICATE
To: Van de Vyvere & Grove - McClement LLP
And To: OILC
IN THE MATTER OF an issue of a 10 year, 2.12% amortizing debenture of
The Corporation of The Municipality of Kincardine (the "Municipality ") in
the principal amount of $1,800,000.00, authorized by Debenture By -law
Number 2015 -124 (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 2015.
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).
Page 24 of 25
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.
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 15th day of September, 2015
[AFFIX SEAL] Roxana Baumann, Treasurer
Page 25 of 25