21-18 Debenture By-Law - April 20, 2021CORPORATION OF THE COUNTY OF ELGIN
BY-LAW NUMBER 21-18
A BY-LAW OF CORPORATION OF THE COUNTY OF ELGIN TO AUTHORIZE THE
BORROWING UPON AMORTIZING DEBENTURES IN THE PRINCIPAL AMOUNT OF
$6,000,000.00 TOWARDS THE COST OF KING GEORGE LIFT BRIDGE
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,
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;
WHEREAS the Council of CORPORATION OF THE COUNTY OF ELGIN (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);
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;
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 $6,000,000.00 dated May 03, 2021 and maturing on May 03,
2031, and payable in semi-annual instalments of combined principal and interest on the third
day of November and on the third day of May in each of the years 2021 to 2031, both inclusive
on the terms hereinafter set forth, -
NOW THEREFORE THE COUNCIL OF CORPORATION OF THE COUNTY OF
ELGIN ENACTS AS FOLLOWS:
THAT for the Capital Work(s), the borrowing upon the credit of the Municipality at
large of the aggregate principal amount of $6,000,000.00 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 Warden 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 $6,000,000.00 (the "Debentures"). The
Debentures shall bear the Municipality's municipal seal and the signatures of Warden
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 $6,000,000.00, 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 underthe Debentures
and to pay such amounts to OILC from the Consolidated Revenue Fund.
5. THAT the Debentures shall all be dated May 03, 2021, 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 2.04% per annum and mature during a
period of 10 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 May 03, 2031 and
be payable in equal semi-annual instalments of combined principal and interest on
the third day of November and on the third of May in each of the years 2021 to 2031,
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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
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.
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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,
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 Warden
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 Warden 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 if
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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. 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 Warden 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. 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 on
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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. AND THAT this By-law takes effect on the day of passing.
Read a first and second time this 20th day of April, 2021.
Read a third time and finally passed this 20th day of April, 2021.
To arks Juli Gonyou
Warden Clerk
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(1)
By-law
CORPORATION OF THE COUNTY OF ELGIN
(2)
Project
Description
King George
Lift Bridge
Schedule "A" to By-law Number 21-18
(3)
Approved
Amount to be
Financed
Through the
Issue of
Debentures
$6,000,000.00
(4)
Amount of
Debentures
Previously
Issued
(5)
Amount of
Debentures
to be Issued
$0.00 $6,000,000.00
(6)
Term of
Years of
Debentures
10 year(s)
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Schedule "B" to By-law Number21-18
No. 21-18 1$6,000,000.00
CANADA
Province of Ontario
CORPORATION OF THE COUNTY OF ELGIN
FULLY REGISTERED 2.04% AMORTIZING DEBENTURE
CORPORATION OF THE COUNTY OF ELGIN (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 (May 03, 2031), the
principal amount of
SIX MILLION DOLLARS
($6,000,000.00)
by equal semi-annual instalments of combined principal and interest on the third day of
November and on the third day of May in each of the years 2021 to 2031, 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 (May 03, 2021),
or from the last date on which interest has been paid on this debenture, whichever is later, at
the rate of 2.04% per annum, in arrears, on the specified dates, as set forth in the Amortization
Schedule; and interest shall be paid on default at the applicable rate set out in the Amortization
Schedule both before and after default and judgment. The payments of principal and interest
and the outstanding amount of principal in each year are shown in the Amortization Schedule.
The Municipality, pursuant to section 25 of the Ontario Infrastructure and Lands Corporation
Act, 2011 (the "OILC Act, 2011") hereby irrevocably agrees that the Minister of Finance is
entitled, without notice to the Municipality, to deduct from money appropriated by the Legislative
Assembly of Ontario for payment to the Municipality, amounts not exceeding any amounts that
the Municipality fails to pay OILC on account of any unpaid indebtedness under this debenture,
and to pay such amounts to OILC from the Consolidated Revenue Fund.
This debenture is subject to the Conditions.
DATED at CORPORATION OF THE COUNTY OF ELGIN as at the 3rd day of May, 2021.
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IN TESTIMONY WHEREOF and under the authority of By-law Number 21-18 of the
Municipality duly passed on the 20th day of April, 2021 (the "By-law"), this debenture is
sealed with the municipal seal of the Municipality and signed by the Warden and by the
Treasurer thereof.
Date of Registration: May 03, 2021.
Tom Marks, Warden
r
(Seal
im Bundschuh, 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:
Authorized Signing Officer
by:
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 $6,000,000.00 dated May 03, 2021
and maturing on May 03, 2031 payable in equal semi-annual instalments of
combined principal and interest on the third day of November and on the third day
of May in each of the years 2021 to 2031, 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 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.
May 03, 2021
Hennessey & Hogan LLP [no signature required]
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CONDITIONS OF THE DEBENTURE
Form, Denomination, and Ranking of the Debenture
The debentures issued pursuant to the By-law (collectively the "Debentures" and
individually a "Debenture") are issuable as fully registered Debentures without coupons.
2. The Debentures are direct, general, unsecured and unsubordinated obligations of the
Municipality. The Debentures rank concurrently and equally in respect of payment of
principal and interest with all other debentures of the Municipality except for the
availability of money in a sinking or retirement fund for a particular issue of debentures.
3. This Debenture is one fully registered Debenture registered in the name of OILC and
held by OILC.
Registration
4. The Municipality shall maintain at its designated office a registry in respect of the
Debentures in which shall be recorded the names and the addresses of the registered
holders and particulars of the Debentures held by them respectively and in which
particulars of cancellations, exchanges, substitutions and transfers of Debentures, may
be recorded and the Municipality is authorized to use electronic, magnetic or other media
for records of or related to the Debentures or for copies of them.
Title
5. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be subsisting
in respect thereof. The Municipality shall deem and treat registered holders of
Debentures, including this Debenture, as the absolute owners thereof for all purposes
whatsoever notwithstanding any notice to the contrary and all payments to or to the
order of registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid. Where
a Debenture is registered in more than one name, the principal of and interest from time
to time payable on such Debenture shall be paid to or to the order of all the joint
registered holders thereof, failing written instructions to the contrary from all such joint
registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any Debentures
registered in their names may be paid to the survivor or survivors of such holders and
such payment shall constitute a valid discharge to the Municipality.
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Payments of Principal and Interest
6. The record date for purposes of payment of principal of and interest on the Debentures
is as of 5:00 p.m. on the sixteenth calendar day preceding any payment date including
the maturity date. Principal of and interest on the Debentures are payable by the
Municipality to the persons registered as holders in the registry on the relevant record
date. The Municipality shall not be required to register any transfer, exchange or
substitution of Debentures during the period from any record date to the corresponding
payment date.
7. The Municipality shall make all payments in respect of equal semi-annual instalments
of combined principal and interest including the last `non -equal' instalment on the
Debentures on the payment dates commencing on November 03, 2021 and ending on
May 03, 2031 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.
14of28
CORPORATION OF THE COUNTY OF ELGIN
Schedule "C" to By-law Number 21-18
Name.....: Elgin, Corporation Of The County Of
Principal: 6,000,000.00
Rate.....: 02.0400
Matures..: 05/03/2031
Pay# Date Amount Due Principal Due Interest Due Rem. Principal
111/03/2021 333,161.84 271,961.84 61,200.00 5,728,038.16
2 05/03/2022 333,161.84 274,735.85 58,425.99 5,453,302.31
311/03/2022 333,161.84 277,538.16 55,623.68 5,175,764.15
4 05/03/2023 333,161.84 280,369.05 52,792.79 4,895,395.10
511/03/2023 333,161.84 283,228.81 49,933.03 4,612,166.29
6 05/03/2024 333,161.84 286,117.74 47,044.10 4,326,048.55
711/03/2024 333,161.84 289,036.14 44,125.70 4,037,012.41
8 05/03/2025 333,161.84 291,984.31 41,177.53 3,745,028.10
911/03/2025 333,161.84 294,962.55 38,199.29 3,450,065.55
10 05/03/2026 333,161.84 297,971.17 35,190.67 3,152,094.38
1111/03/2026 333,161.84 301,010.48 32,151.36 2,851,083.90
12 05/03/2027 333,161.84 304,080.78 29,081.06 2,547,003.12
1311/03/2027 333,161.84 307,182.41 25,979.43 2,239,820.71
14 05/03/2028 333,161.84 310,315.67 22,846.17 1,929,505.04
1511/03/2028 333,161.84 313,480.89 19,680.95 1,616,024.15
16 05/03/2029 333,161.84 316,678.39 16,483.45 1,299,345.76
1711/03/2029 333,161.84 319,908.51 13,253.33 979,437.25
18 05/03/2030 333,161.84 323,171.58 9,990.26 656,265.67
1911/03/2030 333,161.84 326,467.93 6,693.91 329,797.74
20 05/03/2031 333,161.68 329,797.74 3,363.94 0.00
6,663,236.64 6,000,000.00 663,236.64
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No. 21-18 1$6,000,000.00
CANADA
Province of Ontario
CORPORATION OF THE COUNTY OF ELGIN
FULLY REGISTERED 2.04% AMORTIZING DEBENTURE
CORPORATION OF THE COUNTY OF ELGIN (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 (May 03, 2031), the
principal amount of
SIX MILLION DOLLARS
($6,000,000.00)
by equal semi-annual instalments of combined principal and interest on the third day of
November and on the third day of May in each of the years 2021 to 2031, 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 (May 03, 2021),
or from the last date on which interest has been paid on this debenture, whichever is later, at
the rate of 2.04% per annum, in arrears, on the specified dates, as set forth in the Amortization
Schedule; and interest shall be paid on default at the applicable rate set out in the Amortization
Schedule both before and after default and judgment. The payments of principal and interest
and the outstanding amount of principal in each year are shown in the Amortization Schedule.
The Municipality, pursuant to section 25 of the Ontario Infrastructure and Lands Corporation
Act, 2011 (the "OILC Act, 2011") hereby irrevocably agrees that the Minister of Finance is
entitled, without notice to the Municipality, to deduct from money appropriated by the Legislative
Assembly of Ontario for payment to the Municipality, amounts not exceeding any amounts that
the Municipality fails to pay OILC on account of any unpaid indebtedness under this debenture,
and to pay such amounts to OILC from the Consolidated Revenue Fund.
This debenture is subject to the Conditions.
DATED at CORPORATION OF THE COUNTY OF ELGIN as at the 3rd day of May, 2021.
IN TESTIMONY WHEREOF and under the authority of By-law Number 21-18 of the
Municipality duly passed on the 20th day of April, 2021 (the "By-law"), this debenture is
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sealed with the municipal seal of the Municipality and signed by the Warden and by the
Treasurer thereof.
Date of Registration: May 03, 2021.
4114v
Tom Marks, Warden
fa`
Jim Bundschuh, 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
bv:
Authorized Signing Officer
bv:
Authorized Signing Officer
17 of 28
LEGAL OPINION
We have examined the By-law of the Municipality authorizing the issue of amortizing
debentures in the aggregate principal amount of $6,000,000.00 dated May 03, 2021
and maturing on May 03, 2031 payable in equal semi-annual instalments of
combined principal and interest on the third day of November and on the third day
of May in each of the years 2021 to 2031, 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 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.
May 03, 2021
Hennessey & Hogan LLP [no signature required]
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CONDITIONS OF THE DEBENTURE
Form, Denomination, and Ranking of the Debenture
The debentures issued pursuant to the By-law (collectively the "Debentures" and
individually a "Debenture") are issuable as fully registered Debentures without coupons.
2. The Debentures are direct, general, unsecured and unsubordinated obligations of the
Municipality. The Debentures rank concurrently and equally in respect of payment of
principal and interest with all other debentures of the Municipality except for the
availability of money in a sinking or retirement fund for a particular issue of debentures.
3. This Debenture is one fully registered Debenture registered in the name of OILC and
held by OILC.
Registration
4. The Municipality shall maintain at its designated office a registry in respect of the
Debentures in which shall be recorded the names and the addresses of the registered
holders and particulars of the Debentures held by them respectively and in which
particulars of cancellations, exchanges, substitutions and transfers of Debentures, may
be recorded and the Municipality is authorized to use electronic, magnetic or other media
for records of or related to the Debentures or for copies of them.
Title
5. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be subsisting
in respect thereof. The Municipality shall deem and treat registered holders of
Debentures, including this Debenture, as the absolute owners thereof for all purposes
whatsoever notwithstanding any notice to the contrary and all payments to or to the
order of registered holders shall be valid and effectual to discharge the liability of the
Municipality on the Debentures to the extent of the amount or amounts so paid. Where
a Debenture is registered in more than one name, the principal of and interest from time
to time payable on such Debenture shall be paid to or to the order of all the joint
registered holders thereof, failing written instructions to the contrary from all such joint
registered holders, and such payment shall constitute a valid discharge to the
Municipality. In the case of the death of one or more joint registered holders, despite
the foregoing provisions of this section, the principal of and interest on any Debentures
registered in their names may be paid to the survivor or survivors of such holders and
such payment shall constitute a valid discharge to the Municipality.
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Payments of Principal and Interest
6. The record date for purposes of payment of principal of and interest on the Debentures
is as of 5:00 p.m. on the sixteenth calendar day preceding any payment date including
the maturity date. Principal of and interest on the Debentures are payable by the
Municipality to the persons registered as holders in the registry on the relevant record
date. The Municipality shall not be required to register any transfer, exchange or
substitution of Debentures during the period from any record date to the corresponding
payment date.
7. The Municipality shall make all payments in respect of equal semi-annual instalments
of combined principal and interest including the last `non -equal' instalment on the
Debentures on the payment dates commencing on November 03, 2021 and ending on
May 03, 2031 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.
Governinq Law
19. The Debentures are governed by and shall be construed in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable in Ontario.
Definitions:
(a) "Prime Rate" means, on any day, the annual rate of interest which is the arithmetic
mean of the prime rates announced from time to time by the following five major
Canadian Schedule I banks, as of the issue date of this Debenture: Royal Bank of
Canada; Canadian Imperial Bank of Commerce; The Bank of Nova Scotia; Bank of
Montreal; and The Toronto -Dominion Bank (the "Reference Banks") as their reference
rates in effect on such day for Canadian dollar commercial loans made in Canada. If
fewer than five of the Reference Banks quote a prime rate on such days, the "Prime
Rate" shall be the arithmetic mean of the rates quoted by those Reference Banks.
(b) "Make -Whole Amount" means the amount determined by OILC as of the date of
prepayment of the Debenture, by which (i) the present value of the remaining future
scheduled payments of principal and interest under the Debenture to be repaid from the
prepayment date until maturity of the Debenture discounted at the Ontario Yield exceeds
(ii) the principal amount under the Debenture being repaid provided that the Make -
Whole Amount shall never be less than zero.
(c) "Ontario Yield" means the yield to maturity on the date of prepayment of the Debenture,
assuming 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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Name.....: Elgin, Corporation Of The County Of
Principal: 6,000,000.00
Rate.....: 02.0400
Matures..: 05/03/2031
Pay# Date Amount Due Principal Due Interest Due Rem. Principal
111/03/2021 333,161.84 271,961.84 61,200.00 5,728,038.16
2 05/03/2022 333,161.84 274,735.85 58,425.99 5,453,302.31
311/03/2022 333,161.84 277,538.16 55,623.68 5,175,764.15
4 05/03/2023 333,161.84 280,369.05 52,792.79 4,895,395.10
511/03/2023 333,161.84 283,228.81 49,933.03 4,612,166.29
6 05/03/2024 333,161.84 286,117.74 47,044.10 4,326,048.55
711/03/2024 333,161.84 289,036.14 44,125.70 4,037,012.41
8 05/03/2025 333,161.84 291,984.31 41,177.53 3,745,028.10
911/03/2025 333,161.84 294,962.55 38,199.29 3,450,065.55
10 05/03/2026 333,161.84 297,971.17 35,190.67 3,152,094.38
1111/03/2026 333,161.84 301,010.48 32,151.36 2,851,083.90
12 05/03/2027 333,161.84 304,080.78 29,081.06 2,547,003.12
1311/03/2027 333,161.84 307,182.41 25,979.43 2,239,820.71
14 05/03/2028 333,161.84 310,315.67 22,846.17 1,929,505.04
1511/03/2028 333,161.84 313,480.89 19,680.95 1,616,024.15
16 05/03/2029 333,161.84 316,678.39 16,483.45 1,299,345.76
1711/03/2029 333,161.84 319,908.51 13,253.33 979,437.25
18 05/03/2030 333,161.84 323,171.58 9,990.26 656,265.67
1911/03/2030 333,161.84 326,467.93 6,693.91 329,797.74
20 05/03/2031 333,161.68 329,797.74 3,363.94 0.00
6,663,236.64 6,000,000.00 663,236.64
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CERTIFICATE OF THE CLERK
To: Hennessey & Hogan LLP
And To: OILC
IN THE MATTER OF an issue of a 10 year(s), 2.04% amortizing debenture
of CORPORATION OF THE COUNTY OF ELGIN (the "Municipality") in the
aggregate principal amount of $6,000,000.00 for the capital work(s) of the
Municipality in Currency, authorized by Debenture By-law Number 21-18
(the "Debenture By-law"),
AND IN THE MATTER OF authorizing by-law(s) of the Municipality
enumerated in Schedule "A" to the Debenture By-law.
I, Julie Gonyou, 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 April 20, 2021 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 Warden and the Clerk and sealed with the
municipal seal of the Municipality.
2. The authorizing by-law(s) referred to in Schedule "A' to the Debenture By-law
(the "Authorizing By-law(s)") have been enacted and passed by the Council of the
Municipality in full compliance with the Act at meeting(s) at which a quorum was present.
Forthwith after the passage of the Authorizing By-law(s) the same were signed by the Warden
and by the Clerk and sealed with the municipal seal of the Municipality.
3. With respect to the undertaking of the capital work(s) described in the Debenture
By-law (the "Capital Work(s)"), before the Council of the Municipality exercised any of its
powers in respect of the Capital Work(s), and before authorizing any additional cost amount
and any additional debenture authority in respect thereof (if any), the Council of the Municipality
had its Treasurer complete the required calculation set out in the relevant debt and financial
obligation limits regulation (the "Regulation"). Accordingly, based on the Treasurer's
calculation and determination under the Regulation, the Council of the Municipality authorized
the Capital Work(s), each such additional cost amount and each such additional debenture
authority (if any), without the approval of the Local Planning Appeal Tribunal pursuant to the
Regulation.
4. No application has been made or action brought to quash, set aside or declare
invalid the Debenture By-law or the Authorizing By-law(s) nor have the same been in any way
repealed, altered or amended, except insofar as some of the Authorizing By-law(s) may have
been amended by any of the Authorizing By-law(s), and the Debenture By-law and the
Authorizing By-law(s) are now in full force and effect.
5. All of the recitals contained in the Debenture By-law and the Authorizing By-
law(s) are true in substance and fact.
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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-law(s)
have been previously issued.
8. All of the sewer and water works which constitute part of the Capital Works and
which require the approval of the Ministry of the Environment, Conservation and Parks will be
or have been completely and properly approved by the Ministry of the Environment,
Conservation and Parks, as the case may be.
9. The Municipality is not subject to any restructuring order under Part V of the Act
or other statutory authority, accordingly, no approval of the Authorizing By-law(s) and of the
Debenture By-law and/or of the issue of the OILC Debentures is required by any transition
board or commission appointed in respect of the restructuring of the Municipality.
10. The Authorizing By-law(s) and the Debenture By-law and the transactions
contemplated thereby do not conflict with, or result in a breach or violation of any statutory
provisions which apply to the Municipality or any agreement to which the Municipality is a party
or under which the Municipality or any of its property is or may be bound, or, to the best of my
knowledge, violate any order, award, judgment, determination, writ, injunction or decree
applicable to the Municipality of any regulatory, administrative or other government or public
body or authority, arbitrator or court.
DATED at CORPORATION OF THE COUNTY OF ELGIN as at the 3rd day of May, 2021
alaj� 4DM2(i
[AFFIX SEAL] Ju Gonyou, Clerk
25 of 28
CERTIFICATE OF THE TREASURER
To: Hennessey & Hogan LLP
And To: OILC
IN THE MATTER OF an issue of a 10 year(s), 2.04% amortizing debenture
of CORPORATION OF THE COUNTY OF ELGIN (the "Municipality") in the
aggregate principal amount of $6,000,000.00 for Capital Work(s) of the
Municipality authorized by Debenture By-law Number 21-18 (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, Jim Bundschuh, Treasurer of the Municipality, DO HEREBY CERTIFY THAT-
1 . The Municipality has received from the Ministry of Municipal Affairs and Housing its
annual debt and financial obligation limit for the relevant year(s).
2. With respect to the undertaking of the capital work(s) described in the Debenture By-
law (the "Capital Work(s)"), before the Council of the Municipality authorized the Capital
Work(s),and before authorizing any additional cost amount and any additional debenture
authority in respect thereof (if any), the Treasurer calculated the updated relevant debt and
financial obligation limit in accordance with the applicable debt and financial obligation limits
regulation (the "Regulation"). The Treasurer thereafter determined that the estimated annual
amount payable in respect of the Capital Work(s), each such additional cost amount and each
such additional debenture authority (if any), would not cause the Municipality to reach or to
exceed the relevant updated debt and financial obligation limit as at the date of the Council's
approval. Based on the Treasurer's determination, the Council of the Municipality authorized
the Capital Work(s),each such additional cost amount and each such additional debenture
authority (if any), without the approval of the Local Planning Appeal Tribunal pursuant to the
Regulation.
3. As at the date hereof the Municipality has not reached or exceeded its updated annual
debt and financial obligation limit for 20181.
4. In updating the relevant debt and financial obligation limit(s), the estimated annual
amounts payable described in the Regulation were determined based on current interest rates
and amortization periods which do not, in any case, exceed the lifetime of any of the purposes
of the Municipality described in such section, all in accordance with generally accepted
accounting principles for local governments as recommended, from time to time, by the relevant
Public Sector Accounting Board.
' Year of the most recent limit (ARL) received from MMA
26 of 28
5. The term within which the debentures to be issued for the Municipality in respect of the
Capital Work(s) pursuant to the Debenture By-law are made payable does not exceed the
lifetime of such Capital Work(s).
6. The aggregate principal amount now being financed through the issue of debentures
pursuant to the Debenture By-law in respect of the Capital Work(s) does not exceed the net
cost of such Capital Work(s).
7. The money received by the Municipality from the sale of the debentures issued pursuant
to the Debenture By-law, including any premium, and any earnings derived from the investment
of that money after providing for the expenses related to their issue, if any, shall be apportioned
and applied to the Capital Work(s), and to no other purpose except as permitted by the
Municipal Act, 2001.
8. On or before May 03, 2021, 1 as Treasurer, signed the fully registered amortizing
debenture numbered 21-18 in the aggregate principal amount of $6,000,000.00 dated May 03,
2021, registered in the name of Ontario Infrastructure and Lands Corporation and authorized
by the Debenture By-law (the "OILC Debenture").
9. On or before May 03, 2021, the OILC Debenture was signed by Tom Marks, Warden of
the Municipality at the date of the execution and issue of the OILC Debenture, the OILC
Debenture was sealed with the seal of the Municipality, the OILC Debenture is in all respects
in accordance with the Debenture By-law and in issuing the OILC Debenture the Municipality
is not exceeding its borrowing powers.
10. The said Tom Marks, is the duly elected Warden of the Municipality and that I am the
duly appointed Treasurer of the Municipality and that we were severally authorized under the
Debenture By-law to execute the OILC Debenture in the manner aforesaid and that the OILC
Debenture is entitled to full faith and credence.
11. No litigation or proceedings of any nature are now pending or threatened, attacking or
in any way attempting to restrain or enjoin the issue and delivery of the OILC Debenture or in
any manner questioning the proceedings and the authority under which the same is issued, or
affecting the validity thereof, or contesting the title or official capacity of the said Warden or
myself as Treasurer of the Municipality, and no authority or proceedings for the issuance of the
OILC Debenture or any part of it has been repealed, revoked or rescinded in whole or in part.
12. The representations and warranties of the Municipality set out in the rate offer letter
agreement (as described in the Debenture By-law) were true and correct as of the date of the
request to purchase the debentures in respect of the Capital Work(s) pursuant to the Debenture
By-law and are true and correct as of the date hereof and the Municipality is not in material
default of any of its obligations under such rate offer letter agreement.
DATED at CORPORATION OF THE COUNTY OF ELGIN as at the 3rd day of May, 2021.
[AFFIX SEAL] 7imBundschuh, Treasurer
27 of 28
I, Julie Gonyou, Clerk of the Municipality do hereby certify that the signature of Jim
Bundschuh, Treasurer of the Municipality described above, is true and genuine.
[AFFIX SEAL]
:�Jonyou, Clerk/
28 of 28