HomeMy WebLinkAbout20 129 Ontario Infrastructure and Lands Corporation (Queen Street Bridge Rehabilitation) By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
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BY-LAW
No. 2020 — 129
BEING A BY-LAW TO AUTHORIZE THE BORROWING UPON AMORTIZING
DEBENTURES IN THE PRINCIPAL AMOUNT OF $2,750,000.00 TOWARDS THE
COST OF QUEEN STREET BRIDGE REHABILITATION
WHEREAS subsection 401 (1) of the Municipal Act, 2001, as amended (the "Act")
provides that a municipality may incur a debt for municipal purposes, whether by
• borrowing money or in any other way, and may issue debentures and prescribed financial
instruments and enter prescribed financial agreements for or in relation to the debt;
AND WHEREAS subsection 408 (2.1) of the Act provides that a municipality may issue
a debenture or other financial instrument for long-term borrowing only to provide financing
for a capital work;
AND WHEREAS the Council of The Corporation of The Municipality of Kincardine (the
"Municipality") has passed the By-law(s) enumerated in column (1) of Schedule "A"
attached hereto and forming part of this By-law to authorize the capital work(s) described
in column (2) of Schedule "A" (the "Capital Work(s)"), to authorize the long-term
borrowing from Ontario Infrastructure and Lands Corporation ("OILC") in respect of the
Capital Work(s) and to confirm, ratify and approve the execution by the Treasurer of the
application to OILC for financing the Capital Work (the "Application") and the submission
by such authorized official of the Application; and to execute and deliver to OILC the rate
offer letter agreement in respect of such long-term borrowing for the Capital Work(s);
AND WHEREAS before authorizing the Capital Work(s) and before authorizing any
additional cost amount and any additional debenture authority in respect thereof (if any)
• the Council of the Municipality had its Treasurer calculate an updated limit in respect of
its most recent annual debt and financial obligation limit received from the Ministry of
Municipal Affairs and Housing in accordance with the applicable regulation and, prior to
the Council of the Municipality authorizing the Capital Work(s), each such additional cost
amount and each such additional debenture authority (if any) the Treasurer determined
that the estimated annual amount payable in respect of the Capital Work(s), each such
additional cost amount and each such additional debenture authority (if any) would not
cause the Municipality to exceed the updated limit and that the approval of the Capital
Work(s), each such additional cost amount and each such additional debenture authority
(if any) by the Local Planning Appeal Tribunal pursuant to such regulation was not
required;
AND WHEREAS the Municipality has submitted the Application to OILC and the
Application has been approved;
AND WHEREAS to provide long-term financing for the Capital Work(s) it is now deemed
to be expedient to borrow money by the issue of amortizing debentures in the aggregate
principal amount of$2,750,000.00 dated November 02, 2020 and maturing on November
• 02, 2040, and payable in semi-annual instalments of combined principal and interest on
the second day of May and on the second day of November in each of the years 2021 to
2040, both inclusive on the terms hereinafter set forth;
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Ontario Infrastructure and Lands Corporation
(Queen Street Bridge Rehabilitation) By-law
By-law No. 2020 — 129
41) NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine
ENACTS as follows:
1. THAT for the Capital Work(s), the borrowing upon the credit of the Municipality at
large of the aggregate principal amount of$2,750,000.00 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. THAT the Mayor and the Treasurer of the Municipality are hereby authorized to cause
any number of amortizing debentures to be issued for such amounts of money as
may be required for the Capital Work(s) in definitive form, not exceeding in total the
said aggregate principal amount of $2,750,000.00 (the "Debentures"). The
Debentures shall bear the Municipality's municipal seal and the signatures of Mayor
and the Treasurer of the Municipality, all in accordance with the provisions of the Act.
The municipal seal of the Municipality and the signatures referred to in this section
may be printed, lithographed, engraved or otherwise mechanically reproduced. The
Debentures are sufficiently signed if they bear the required signatures and each
person signing has the authority to do so on the date he or she signs.
• 3. THAT the Debentures shall be in fully registered form as one or more certificates
in the aggregate principal amount of $2,750,000.00, 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. THAT in accordance with the provisions of section 25 of the Ontario Infrastructure
and Lands Corporation Act, 2011, as amended from time to time hereafter, the
Municipality is hereby authorized to agree in writing with OILC that the Minister of
Finance is entitled, without notice to the Municipality, to deduct from money
appropriated by the Legislative Assembly of Ontario for payment to the Municipality,
amounts not exceeding any amounts that the Municipality fails to pay OILC on
account of any unpaid indebtedness of the Municipality to OILC under the Debentures
and to pay such amounts to OILC from the Consolidated Revenue Fund.
• 5. THAT the Debentures shall all be dated November 02, 2020, 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 2.00% per annum and mature during
a period of 20 year(s) years from the date thereof payable semi-annually in arrears
as described in this section. The Debentures shall be paid in full by November 02,
2040 and be payable in equal semi-annual instalments of combined principal and
interest on the second day of May and on the second of November in each of the
years 2021 to 2040, 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. THAT payments in respect of principal of and interest on the Debentures shall be
made only on a day, other than Saturday or Sunday, on which banking institutions
in Toronto, Ontario, Canada and the Municipality are not authorized or obligated by
law or executive order to be closed (a "Business Day") and if any date for payment
is not a Business Day, payment shall be made on the next following Toronto Business
Day.
• 7. THAT 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
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111 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 the Debentures: Royal Bank of
Canada; Canadian Imperial Bank of Commerce; The Bank of Nova Scotia; Bank of
Montreal; and The Toronto-Dominion Bank (the "Reference Banks") as their
reference rates in effect on such day for Canadian dollar commercial loans made in
Canada. If fewer than five of the Reference Banks quote a prime rate on such days,
• the"Prime Rate"shall be the arithmetic mean of the rates quoted by those Reference
Banks.
8. THAT in each year in which a payment of equal semi-annual instalments of combined
principal and interest becomes due in respect of the Capital Work(s) including the last
'non-equal' instalment, there shall be raised as part of the Municipality's general levy
the amounts of principal and interest payable by the Municipality in each year as set
out in Schedule "C"to the extent that the amounts have not been provided for by any
other available source including other taxes or fees or charges imposed on persons
or property by a by-law of any municipality.
9. THAT 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. THAT 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. THAT the Municipality shall not be bound to see to the execution of any trust affecting
the ownership of any Debenture or be affected by notice of any equity that may be
subsisting in respect thereof. The Municipality shall deem and treat registered
holders of the Debentures as the absolute owners thereof for all purposes whatsoever
notwithstanding any notice to the contrary and all payments to or to the order of
registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid. When
a Debenture is registered in more than one name, the principal of and interest from
time to time payable on such Debenture shall be paid to or to the order of all the joint
registered holders thereof, failing written instructions to the contrary from all such joint
registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any
Debentures registered in their names may be paid to the survivor or survivors of such
holders and such payment shall constitute a valid discharge to the Municipality.
• 12. THAT 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,
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By-law No. 2020 — 129
1111 executed by the registered holder thereof or such holder's duly authorized attorney
or legal personal representative, whereupon and upon registration of such transfer or
exchange and cancellation of the Debenture or Debentures presented, the Mayor and
the Treasurer shall issue and deliver a new Debenture or Debentures of an equal
aggregate principal amount in any authorized denomination or denominations as
directed by the transferor, in the case of a transfer or as directed by the registered
holder in the case of an exchange.
13. THAT 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. THAT 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
ifany, 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. THAT 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. THAT reasonable fees in respect of the Debentures, in the normal course of business,
other than reasonable fees for the substitution of a new Debenture or new Debentures
for any of the Debentures that are mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed and for the replacement of any of the
principal and interest cheques (if any) that are mutilated, defaced, lost, mysteriously
or unexplainably missing, stolen or destroyed may be imposed by the Municipality.
When new Debentures are issued in substitution in these circumstances the
Municipality shall: (a) treat as cancelled and destroyed the Debentures in respect of
which new Debentures will be issued in substitution; (b) certify the deemed
cancellation and destruction in the registry; (c) enter in the registry particulars of the
new Debentures issued in substitution; and (d) make a notation of any indemnities
provided.
17. THAT 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. THAT 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
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By-law No. 2020 - 129
Illdocuments and papers.
19. THAT 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 Work(s) and to no other purpose except as
permitted by the Act.
20. THAT subject to the Municipality's statement of investment policies and goals, the
applicable legislation and the terms and conditions of the Debentures, the Municipality
may, if not in default under the Debentures, at any time purchase any of the
Debentures in the open market or by tender or by private contract at any price and
onsuch 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. THAT this by-law shall come into full force and effect upon its final passage.
• 22. THAT this by-law may be cited as the "Ontario Infrastructure and Lands Corporation
(Queen Street Bridge Rehabilitation) By-law".
READ a FIRST and SECOND TIME this 26th day of October, 2020.
READ a THIRD TIME and FINALLY PASSED this 26th day of October, 2020.
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "A" to By-law Number 2020-129
(1) (2) (3) (4) (5) (6)
Approved
Amount to be Amount of Amount of Term of
By-law Project Financed Debentures Debentures Years of
Description Through the Previously to be Issued Debentures
Issue of Issued
Debentures
• Queen Street $0.00
2020-108 Bridge $2,750,000.00 $2,750,000.00 20 year(s)
Rehabilitation
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Schedule "B" to By-law Number 2020-129
No. 2020-129 $2,750,000.00
CANADA
Province of Ontario
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
FULLY REGISTERED 2.00% AMORTIZING DEBENTURE
THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE (the "Municipality"), for
value received, hereby promises to pay to
0 ONTARIO INFRASTRUCTURE AND LANDS CORPORATION ("OILC")
or registered assigns, subject to the Conditions attached hereto which form part hereof (the
"Conditions"), upon presentation and surrender of this debenture (or as otherwise agreed to
by the Municipality and OILC) by the maturity date of this debenture (November 02, 2040), the
principal amount of
TWO MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS
($2,750,000.00)
by equal semi-annual instalments of combined principal and interest on the second day of May
and on the second day of November in each of the years 2021 to 2040, both inclusive, save
and except for the last instalment which may vary slightly from the preceding equal instalments,
in the amounts set forth in the attached Amortizing Debenture Schedule (the "Amortization
Schedule") and subject to late payment interest charges pursuant to the Conditions, in lawful
money of Canada. Subject to the Conditions: interest shall be paid until the maturity date of
this debenture, in like money in semi-annual payments from the closing date (November 02,
2020), or from the last date on which interest has been paid on this debenture, whichever is
later, at the rate of 2.00% per annum, in arrears, on the specified dates, as set forth in the
• Amortization Schedule; and interest shall be paid on default at the applicable rate set out in the
Amortization Schedule both before and after default and judgment. The payments of principal
and interest and the outstanding amount of principal in each year are shown in the Amortization
Schedule.
The Municipality, pursuant to section 25 of the Ontario Infrastructure and Lands Corporation
Act, 2011 (the "OILC Act, 2011") hereby irrevocably agrees that the Minister of Finance is
entitled, without notice to the Municipality, to deduct from money appropriated by the Legislative
Assembly of Ontario for payment to the Municipality, amounts not exceeding any amounts that
the Municipality fails to pay OILC on account of any unpaid indebtedness under this debenture,
and to pay such amounts to OILC from the Consolidated Revenue Fund.
This debenture is subject to the Conditions.
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DATED at The Corporation of The Municipality of Kincardine as at the 2nd day of November,
2020.
IN TESTIMONY WHEREOF and under the authority of By-law Number 2020-129 of the
Municipality duly passed on the 26th day of October, 2020 (the "By-law"), this debenture is
sealed with the municipal seal of the Municipality and signed by the Mayor and by the
Treasurer thereof.
Date of Registration: November 02, 2020.
(Seal) t.`t—
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
•
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LEGAL OPINION
We have examined the By-law of the Municipality authorizing the issue of amortizing
debentures in the aggregate principal amount of$2,750,000.00 dated November 02,
2020 and maturing on November 02, 2040 payable in equal semi-annual instalments
of combined principal and interest on the second day of May and on the second day
of November in each of the years 2021 to 2040, 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
III 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 Local Planning Appeal Tribunal over defaulting
municipalities under the Municipal Affairs Act. This opinion is subject to and
incorporates all the assumptions, qualifications and limitations set out in our opinion
letter.
November 02, 2020
Grove-McClement & Fischer LLP [no signature required]
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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
111 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 the Payment Dates commencing on May 02, 2021 and ending on
November 02, 2040 as set out in Schedule "C" to the By-law, by pre-authorized debit in
respect of such interest and principal to the credit of the registered holder on such terms
• as the Municipality and the registered holder may agree.
8. The Municipality shall pay to the registered holder interest on any overdue amount of
principal or interest in respect of any Debenture, both before and after default and
judgment, at a rate per annum equal to the greater of the rate specified on the
Amortization Schedule as attached to and forming part of the Debenture for such amount
plus 200 basis points or Prime Rate (as defined below) plus 200 basis points, calculated
on a daily basis from the date such amount becomes overdue for so long as such
amount remains overdue and the Municipality shall pay to the registered holder any and
all costs incurred by the registered holder as a result of the overdue payment.
9. Whenever it is necessary to compute any amount of interest in respect of the
Debentures for a period of less than one full year, other than with respect to regular
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, other than Saturday or Sunday, on which banking institutions in Toronto,
Ontario, Canada and the Municipality are not authorized or obligated by law or executive
order to be closed (a "Business Day"), and if any date for payment is not a Business
• Day, payment shall be made on the next following Business Day as noted on the
Amortization Schedule.
11. The Debentures are transferable or exchangeable at the office of the Treasurer of the
Municipality upon presentation for such purpose accompanied by an instrument of
transfer or exchange in a form approved by the Municipality and which form is in
accordance with the prevailing Canadian transfer legislation and practices, executed by
the registered holder thereof or such holder's duly authorized attorney or legal personal
representative, whereupon and upon registration of such transfer or exchange and
cancellation of the Debenture or Debentures presented, a new Debenture or Debentures
of an equal aggregate principal amount in any authorized denomination or
denominations will be delivered as directed by the transferor, in the case of a transfer or
as directed by the registered holder in the case of an exchange.
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12. The Municipality shall issue and deliver Debentures in exchange for or in substitution
for Debentures outstanding on the registry with the same maturity and of like form in the
event of a mutilation, defacement, loss, mysterious or unexplainable disappearance,
theft or destruction, provided that the applicant therefor shall have: (a) paid such costs
as may have been incurred in connection therewith; (b) (in the case of a mutilated,
defaced, lost, mysteriously or unexplainably missing, stolen or destroyed Debenture)
furnished the Municipality with such evidence (including evidence as to the certificate
number of the Debenture in question) and an indemnity in respect thereof satisfactory
to the Municipality in its discretion; and (c) surrendered to the Municipality any mutilated
or defaced Debentures in respect of which new Debentures are to be issued in
substitution.
13. The Debentures issued upon any registration of transfer or exchange or in substitution
for any Debentures or part thereof shall carry all the rights to interest if any, accrued and
unpaid which were carried by such Debentures or part thereof and shall be so dated
• and shall bear the same maturity date and, subject to the provisions of the By-law, shall
be subject to the same terms and conditions as the Debentures in respect of which the
transfer, exchange or substitution is effected.
14. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When any of
the Debentures are surrendered for transfer or exchange the Treasurer of the
Municipality shall: (a) in the case of an exchange, cancel and destroy the Debentures
surrendered for exchange; (b) in the case of an exchange, certify the cancellation and
destruction in the registry; (c) enter in the registry particulars of the new Debenture or
Debentures issued in exchange; and (d) in the case of a transfer, enter in the registry
particulars of the registered holder as directed by the transferor.
15. Reasonable fees for the substitution of a new Debenture or new Debentures for any of
the Debentures that are mutilated, defaced, lost, mysteriously or unexplainably missing,
stolen or destroyed and for the replacement of mutilated, defaced, lost, mysteriously or
unexplainably missing, stolen or destroyed principal and interest cheques (if any) may
be imposed by the Municipality. When new Debentures are issued in substitution in
these circumstances the Municipality shall: (a) treat as cancelled and destroyed the
Debentures in respect of which new Debentures will be issued in substitution; (b) certify
• the deemed cancellation and destruction in the registry; (c) enter in the registry
particulars of the new Debentures issued in substitution; and (d) make a notation of any
indemnities provided.
16. If OILC elects to terminate its obligations under the rate offer agreement entered into
between the Municipality and OILC, or if the Municipality fails to meet and pay any of its
debts or liabilities when due, or uses all or any portion of the proceeds of any Debenture
for any purpose other than for a Capital Work(s) as authorized in the By-Law, the
Municipality shall pay to OILC the Make-Whole Amount on account of the losses that it
will incur as a result of the early repayment or early termination.
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Notices
17. Except as otherwise expressly provided herein, any notice required to be given to a
registered holder of one or more of the Debentures will be sufficiently given if a copy of
such notice is mailed or otherwise delivered to the registered address of such registered
holder. If the Municipality or any registered holder is required to give any notice in
connection with the Debentures on or before any day and that day is not a Business
Day (as defined in section 10 of these Conditions) then such notice may be given on the
next following Business Day.
Time
18. Unless otherwise expressly provided herein, any reference herein to a time shall be
• considered to be a reference to Toronto time.
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
fewer than five of the Reference Banks quote a prime rate on such days, the "Prime
Rate" shall be the arithmetic mean of the rates quoted by those Reference Banks.
• (b) "Make-Whole Amount" means the amount determined by OILC as of the date of
prepayment of the Debenture, by which (i) the present value of the remaining future
scheduled payments of principal and interest under the Debenture to be repaid from the
prepayment date until maturity of the Debenture discounted at the Ontario Yield exceeds
(ii) the principal amount under the Debenture being repaid provided that the Make-
Whole Amount shall never be less than zero.
(c) "Ontario Yield" means the yield to maturity on the date of prepayment of the Debenture,
assuming semi-annual compounding, which a non-prepayable Debenture made by the
Province of Ontario would have if advanced on the date of prepayment of the Debenture,
assuming the same principal amount as the Debenture and with a maturity date which
is the same as the remaining term to maturity of the Debenture to be repaid minus 100
basis points.
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THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Schedule "C" to By-law Number 2020-129
Name • Kincardine,The Corporation of The Municipality of
Principal: 2,750,000.00
Rate • 02.0000
Matures..: 11/02/2040
Pay#Date Amount Due Principal Due Interest Due Rem. Principal
105/02/2021 83,752.90 56,252.90 27,500.00 2,693,747.10
211/02/2021 83,752.90 56,815.43 26,937.47 2,636,931.67
• 3 05/02/2022 83,752.90 57,383.58 26,369.32 2,579,548.09
411/02/2022 83,752.90 57,957.42 25,795.48 2,521,590.67
5 05/02/2023 83,752.90 58,536.99 25,215.91 2,463,053.68
611/02/2023 83,752.90 59,122.36 24,630.54 2,403,931.32
7 05/02/2024 83,752.90 59,713.59 24,039.31 2,344,217.73
811/02/2024 83,752.90 60,310.72 23,442.18 2,283,907.01
9 05/02/2025 83,752.90 60,913.83 22,839.07 2,222,993.18
1011/02/2025 83,752.90 61,522.97 22,229.93 2,161,470.21
1105/02/2026 83,752.90 62,138.20 21,614.70 2,099,332.01
1211/02/2026 83,752.90 62,759.58 20,993.32 2,036,572.43
13 05/02/2027 83,752.90 63,387.18 20,365.72 1,973,185.25
14 11/02/2027 83,752.90 64,021.05 19,731.85 1,909,164.20
15 05/02/2028 83,752.90 64,661.26 19,091.64 1,844,502.94
16 11/02/2028 83,752.90 65,307.87 18,445.03 1,779,195.07
17 05/02/2029 83,752.90 65,960.95 17,791.95 1,713,234.12
18 11/02/2029 83,752.90 66,620.56 17,132.34 1,646,613.56
19 05/02/2030 83,752.90 67,286.76 16,466.14 1,579,326.80
20 11/02/2030 83,752.90 67,959.63 15,793.27 1,511,367.17
2105/02/2031 83,752.90 68,639.23 15,113.67 1,442,727.94
22 11/02/2031 83,752.90 69,325.62 14,427.28 1,373,402.32
• 23 05/02/2032 83,752.90 70,018.88 13,734.02 1,303,383.44
24 11/02/2032 83,752.90 70,719.07 13,033.83 1,232,664.37
25 05/02/2033 83,752.90 71,426.26 12,326.64 1,161,238.11
26 11/02/2033 83,752.90 72,140.52 11,612.38 1,089,097.59
27 05/02/2034 83,752.90 72,861.92 10,890.98 1,016,235.67
2811/02/2034 83,752.90 73,590.54 10,162.36 942,645.13
29 05/02/2035 83,752.90 74,326.45 9,426.45 868,318.68
3011/02/2035 83,752.90 75,069.71 8,683.19 793,248.97
3105/02/2036 83,752.90 75,820.41 7,932.49 717,428.56
3211/02/2036 83,752.90 76,578.61 7,174.29 640,849.95
33 05/02/2037 83,752.90 77,344.40 6,408.50 563,505.55
3411/02/2037 83,752.90 78,117.84 5,635.06 485,387.71
35 05/02/2038 83,752.90 78,899.02 4,853.88 406,488.69
3611/02/2038 83,752.90 79,688.01 4,064.89 326,800.68
37 05/02/2039 83,752.90 80,484.89 3,268.01 246,315.79
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3811/02/2039 83,752.90 81,289.74 2,463.16 165,026.05
39 05/02/2040 83,752.90 82,102.64 1,650.26 82,923.41
4011/02/2040 83,752.64 82,923.41 829.23 0.00
3,350,115.74 2,750,000.00 600,115.74
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