11 24 2010 SpCouncil AgendaProud Heritage, Exciting Future
THE TOWNSHIP OF ORO- MEDONTE
SPECIAL COUNCIL MEETING AGENDA
COUNCIL CHAMBERS
November 24, 2010
TIME: 3:30 p.m.
1. CALL TO ORDER - PRIVATE PRAYER/MOMENT OF REFLECTION:
2. ADOPTION OF THE AGENDA:
a) Motion to Adopt the Agenda
3. DISCLOSURE OF PECUNIARY INTEREST:
4. BY -LAWS:
a) By -Law No. 2010 -187 A By -Law of the Corporation of the Township of
Oro - Medonte to authorize the borrowing upon
amortizing debentures in the principle amount of
$2,000,000.00 towards the cost of the road
improvements.
5. CONFIRMATION BY -LAW:
a) By -Law No. 2010 -186 Being a By -Law to confirm the proceedings of the
Special Council Meeting held on Wednesday,
November 24, 2010.
6. QUESTIONS FROM THE PUBLIC CLARIFYING AN AGENDA ITEM:
7. ANNOUNCEMENTS OF INTEREST TO THE PUBLIC:
8. ADJOURNMENT:
a) Motion to Adjourn
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4a) - A By -Law of the Corporation of the T...
The Corporation of The Township of Oro - Medonte
BY -LAW NUMBER 2010 -187
A BY -LAW OF THE CORPORATION OF THE TOWNSHIP OF
ORO- MEDONTE TO AUTHORIZE THE BORROWING UPON
AMORTIZING DEBENTURES IN THE PRINCIPAL AMOUNT OF
$2,000,000.00 TOWARDS THE COST OF THE ROAD
IMPROVEMENTS
WHEREAS 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 the Council of The Corporation of The Township of Oro -
Medonte (the "Municipality") has passed each By -law enumerated in column (1) of Schedule
"A" attached hereto and forming part of this By -law authorizing each project described in
column (2) of Schedule "A ", and authorizing the entering into of a Financing Agreement for
the provision of temporary and long term borrowing from the Ontario Infrastructure Projects
Corporation ( "OIPC ") in respect of each project (the "Financing Agreement ") and the
Municipality desires to issue debentures for each project in the respective amounts specified
in column (5) of Schedule "A";
AND WHEREAS before authorizing each project the Municipality had its
Treasurer update 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 authorizing each project, the Treasurer determined that the estimated annual amount
payable in respect of each project would not cause the Municipality to exceed the updated
limit and that the approval of each project by the Ontario Municipal Board was not required;
AND WHEREAS the Municipality has submitted an application to OIPC for long
term borrowing through the issue of debentures to OIPC in respect of each project (the
"Application ") and the Application has been approved;
AND WHEREAS to provide long term financing for each project and to repay
certain temporary advances in respect of each project made by OIPC pursuant to the
Financing Agreement dated effective as of June 18, 2010 (the "Advances "), it is now
expedient to issue amortizing debentures in the principal amount of $2,000,000.00 dated
December 15, _ 2010 and maturing on December 15, 2020 and payable in semi- annual
instalments of combined (blended) principal and interest on the 15th day of June and on the
15th day of December in each of the years 2011 to 2020, both inclusive on the terms
hereinafter set forth;
AND WHEREAS on July 17, 2006, legislation was proclaimed into force
amalgamating the Ontario Strategic Infrastructure Financing Authority (OS1FA) and the
Ontario Infrastructure Projects Corporation continued under the name the Ontario
Infrastructure Projects Corporation (OIPC).
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4a) - A By -Law of the Corporation of the T...
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE
TOWNSHIP OF ORO- MEDONTE ENACTS AS FOLLOWS:
1. For each project, the borrowing upon the credit of the Municipality of the principal
sum of $2,000,000.00 and the issue of amortizing debentures therefore upon the
credit of the Municipality to be repaid in semi - annual instalments of combined
(blended) principal and interest as hereinafter set forth, are hereby authorized.
2. The Mayor and the Treasurer of the Municipality are hereby authorized to cause any
number of amortizing debentures to be issued for such sums of money as may be
required for each project in definitive form, not exceeding in total the said sum of
$2,000,000.00 (the "Debentures"). The Debentures shall bear the Municipality's
municipal seal and the signatures of the Mayor and the Treasurer of the
Municipality, all in accordance with the provisions of the Act. The municipal seal of
the Municipality and the signatures referred to in this section may be printed,
lithographed, engraved or otherwise mechanically reproduced. The Debentures are
sufficiently signed if they bear the required signatures and each person signing has
the authority to do so on the date he or she signs.
3. The Debentures shall be in fully registered form as one or more certificates in the
aggregate principal amount of $2,000,000.00, in the name of OIPC, or as OIPC may
otherwise direct, substantially in the form attached as Schedule "B" hereto and
forming part of this By -law with provision for payment of principal and interest (other
than in respect of the final payment of principal and outstanding interest on maturity
upon presentation and surrender) by pre - authorized debit in respect of such
principal and interest to the credit of such registered holder on such terms as to
which the registered holder and the Municipality may agree.
4. In accordance with the provisions of section 18 of the Ontario Infrastructure Projects
Corporation Act 2006 as security for the payment by the Municipality of the
indebtedness of the Municipality to OIPC under the Debentures (the "Obligations "),
the Municipality is hereby authorized to agree in writing with OIPC 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,
or from money appropriated by such Assembly for payment to the Municipality in
respect of such matters as may be specified, amounts not exceeding the amounts
that the Municipality fails to pay to OIPC on account of the Obligations and to pay
such amounts to OIPC.
5. The Debentures shall all be dated the 15th day of December, 2010 and shall be
issued within two years after the day on which this By -law is enacted, 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 3.46% and mature during
a period of 10 years from the date thereof payable semi- annually in arrears as
described in this section. The Debentures shall be paid in full by December 15,
2020 and payable in semi - annual instalments of combined (blended) principal and
interest on the 15th day of June and on the 15th of December in each of the years
2011 to 2020, both inclusive, in such period shall be as set forth in Schedule "C"
attached hereto and forming part of this By -law ( "Schedule "C ").
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4a) - A By -Law of the Corporation of the T...
6, Payments in respect of principal of and interest on the Debentures shall be made
only on a day on which banking institutions in Toronto, Ontario, are not authorized
or obligated by law or executive order to be closed (a "Toronto Business Day)
and if any date for payment is not a Toronto Business Day, payment shall be made
on the next following Toronto Business Day.
7. Interest shall be payable to the date of maturity of the Debentures and on default
shall be payable on any overdue amounts both before and after 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 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 five major Canadian
Schedule I banks, as of the issue date of this Debenture, Royal Bank of Canada,
Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, Bank of Montreal
and The Toronto- Dominion Bank (the "Reference Banks ") as their reference rates
in effect on such day for Canadian dollar commercial loans made in Canada. If
fewer than five of the Reference Banks quote a prime rate on such days, the "Prime
Rate" shall be the arithmetic mean of the rates quoted by the remaining Reference
Banks.
8. Each year in which a payment of an instalment of combined (blended) principal and
interest becomes due, there shall be raised as part of the general levy the amounts
of principal and interest payable in each year as set out in Schedule "C" to the
extent that the amounts have not been provided for by any other available source
including other taxes or fees or charges imposed on persons or property by a By-
law of any municipality.
9. The Debentures may contain any provision for their registration thereof authorized
by any statute relating to municipal debentures in force at the time of the issue
thereof.
10. The Municipality shall maintain a registry in respect of the Debentures in which shall
be recorded the names and the addresses of the registered holders and particulars
of the Debentures held by them respectively and in which particulars of the
cancellation, 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.
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4a) - A By -Law of the Corporation of the T...
11. The Municipality shall not be bound to see to the execution of any trust affecting the
ownership of any Debenture or be affected by notice of any equity that may be
subsisting in respect thereof. The Municipality shall deem and treat registered
holders of 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 sum or sums 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.
12. The Debentures will be transferable or exchangeable at the office of the Treasurer
of the Municipality upon presentation for such purpose accompanied by an
instrument of transfer or exchange in a form approved by the Municipality and which
form is in accordance with the prevailing Canadian transfer legislation and practices,
executed by the registered holder thereof or such holder's duly authorized attorney
or legal personal representative, whereupon and upon registration of such transfer
or exchange and cancellation of the Debenture or Debentures presented, the Mayor
and the Treasurer shall issue and deliver a new Debenture or Debentures of an
equal aggregate principal amount in any authorized denomination or denominations
as directed by the transferee, in the case of a transfer or as directed by the
registered holder in the case of an exchange.
13. The Mayor and the Treasurer shall issue and deliver new Debentures in exchange
or substitution for Debentures outstanding on the registry with the same maturity
and of like form which have become lost, stolen, mutilated, defaced or destroyed,
provided that the applicant therefore shall have (a) paid such costs as may have
been incurred in connection therewith; (b) (in the case of a lost, stolen or destroyed
Debenture) furnished the Municipality with such evidence (including evidence as to
the certificate number of the Debenture in question) and indemnity in respect
thereof satisfactory to the Municipality in its discretion; and (c) surrendered to the
Municipality any mutilated or defaced Debentures in respect of which new
Debentures are to be issued in substitution.
14. The Debentures issued upon any registration of transfer or exchange or in
substitution for any Debentures or part thereof shall carry all the rights to interest if
any accrued and unpaid which were carried by such Debentures or part thereof and
shall be so dated and shall bear the same maturity date and subject to the
provisions of this By- law, - shall be subject to the same terms and conditions as the
Debentures in respect of which the transfer, exchange or substitution is effected.
15. The cost of all transfers and exchanges, including the printing of authorized
denominations of the new Debentures, shall be borne by the Municipality. When
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4a) - A By -Law of the Corporation of the T...
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; and (c) enter in the registry particulars of
the new Debenture or Debentures issued in exchange.
16. Reasonable fees for the substitution of a new Debenture or new Debentures for any
of the Debentures that are lost, stolen, mutilated, defaced or destroyed and for the
replacement of lost, stolen, mutilated, defaced or destroyed principal and interest
cheques may be imposed by the Municipality. Where 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. Except as otherwise expressly provided herein, any notice required to be given to a
registered holder of one or more of the Debentures will be sufficiently given if a copy
of such notice is mailed or otherwise delivered to the registered address of such
registered holder.
18. The Mayor and the Treasurer are hereby authorized to cause the Debentures to be
issued, the Clerk and Treasurer are individually hereby authorized to generally do
all things and to execute all documents and other papers in the name of the
Municipality in order to carry out the issue of the Debentures and the Treasurer is
authorized to affix the Municipality's municipal seal to any of such documents and
papers.
19. The proceeds realized in respect of the Debentures, after providing for the
expenses related to their issue, if any shall be apportioned and applied to each
project and for no other purpose except as permitted by the Act.
20. Subject to the Municipality's investment policies and goals, the applicable legislation
and the terms and conditions of the Debentures, the Municipality may if not in
default under the Debentures, at any time purchase any of the Debentures in the
open market or by tender or by private contract at any price and on such terms and
conditions (including, without limitation; the manner by which any tender offer may
be communicated or accepted and the persons to whom it may be addressed) as
the Municipality may in its discretion determine.
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4a) - A By -Law of the Corporation of the T...
21. This By -Iaw takes effect on the day of passing.
By-law read a first and second time this 24th day of November, 2010
By -law read a third time and finally passed this 24th day of November, 2010
Harry Hughes, Mayor
J. Douglas Irwin, Clerk
[AFFIX SEAL]
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4a) - A By -Law of the Corporation of the T...
By -taw Project
Description
2010 -096
THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE
Schedule "A" to By -taw Number 2010 -187
Road
Improvement
Approved
Amount to be
Financed
Through the
Issue of
Debentures
$2,000,000.00
Amount of
Debentures
Previously
Issued
Amount of Term of
Debentures Years of
to be Issued Debentures
$0.00 $2,000,000.00 10
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4a) - A By -Law of the Corporation of the T...
No. 2010 -187
THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE
This debenture is subject to the Conditions.
Schedule "B" to By -law Number 2010 -187
$2,000,000.00
CANADA
Province of Ontario
THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE
FULLY REGISTERED 3.46% AMORTIZING DEBENTURE
THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE, for value received, hereby
promises to pay to
ONTARIO INFRASTRUCTURE PROJECTS CORPORATION ( "OIAC)
or registered assigns, subject to the Conditions attached hereto which form part hereof (the
"Conditions "), upon presentation and surrender of this debenture by the maturity date of this
debenture (December 15, 2020), the principal sum of
TWO MILLION DOLLARS
($2,000,000.00)
by semi - annual instalments of combined (blended) principal and interest on the 15th day of
June and on the 15th day of December in each of the years 2011 to 2020, both inclusive, in
the amounts set forth in the attached Amortizing Schedule (the "Schedule ") and subject to
late payment interest charges pursuant to the Conditions, in lawful money of Canada.
Interest shall be paid until the maturity date of this debenture, in like money in semi- annual
payments from the 15th day of December, 2010, or from the last date on which interest has
been paid on this debenture, whichever is later, at the rate of 3.46% per annum, in arrears,
on the specified dates, as set forth in the Schedule, in the manner provided in the Conditions.
Interest shall be paid on default at the applicable rate set out in the Conditions both before
and after default and judgment. The applicable rate of interest; the payments of principal and
interest and the principal balance outstanding in each year are shown in the Schedule.
The Municipality, pursuant to section 18 of the Ontario Infrastructure Projects Corporation
Act, 2006, (the "OIPC Act, 2006 ") 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, or from money appropriated
by such Assembly for payment to the Municipality in respect of such matters as may be
specified, amounts not exceeding any amounts that the Municipality fails to pay to OIPC on
account of the indebtedness evidenced by this debenture, and to pay such amounts to OI'PC
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4a) - A By -Law of the Corporation of the T...
DATED at The Corporation of The Township of Oro - Medonte the 15th day of December,
2010
IN TESTIMONY WHEREOF and under the authority of By -law Number 2010 -187 of the
Municipality duly passed on the 24th day of November, 2010 (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: December 15, 2010
Harry Hughes, Mayor
December 15, 2010
Aird & Berlis LLP Barristers & Solicitors
LEGAL OPINION
(Seal)
Paul Gravelle, Treasurer
OIPC hereby agrees that the Minister of Finance is entitled to exercise certain rights of deduction
pursuant to section 18 of the OIPC Act, 2006 as described in this debenture.
Ontario Infrastructure Projects Corporation
by:
Authorized Signing Officer
We have examined By -law Number 2010 -187 (the "By- law ") of The Corporation of
The Township of Oro - Medonte (the "Municipality ") authorizing the issue of
amortizing debentures in the principal amount of $2,000,000.00 dated December
15, 2010 and maturing on December 15, 2020 and payable in semi- annual
instalments of combined (blended) principal and interest on the 15th day of June
and on the 15th day of December in each of the years 2011 to 2020, both
inclusive.
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, unsecured and unsubordinated obligation of the
Municipality. The Debenture is enforceable against the Municipality subject to the
special jurisdiction and powers of the Ontario Municipal Board over defaulting
municipalities under the Municipal Affairs Act. This opinion is subject to and
incorporates all the assumptions, qualifications and limitations set out in our
opinion letter.
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4a) - A By -Law of the Corporation of the T...
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 the cancellation, 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.
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, 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 OIPC and
held by OIPC.
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 sum or sums 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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4a) - A By -Law of the Corporation of the T...
Payments of Principal and Interest
6. The record date for purposes of payment of principal of and interest on the Debentures
is as of 5:00 p.m. on the sixteenth calendar day preceding any Payment Date including
the maturity date. Principal of and interest on the Debentures are payable by the
Municipality to the persons registered as holders in the registry on the relevant record
date. The Municipality shall not be required to register any transfer, exchange or
substitution of Debentures during the period from any record date to the corresponding
Payment Date.
7. The Municipality shall make all payments in respect of semi- annual instalments of
combined (blended) principal and interest on the Debentures on each Payment Date
commencing on June 15, 2011 (other than in respect of the final payment of principal
and outstanding interest on the final maturity date upon presentation and surrender of
this Debenture), by pre- authorized debit in respect of such interest and principal to the
credit of the registered holder on such terms as the Municipality and the registered
holder may agree.
8. The Municipality shall pay to the registered holder interest on any overdue amount of
principal or interest in respect of any Debenture, both before and after default and
judgment, at a rate per annum equal to the greater of the rate specified on the
Schedule as attached to and forming part of the Debenture for such amount plus 200
basis points or Prime Rate (as defined below) plus 200 basis points, calculated on a
daily basis from the date such amount becomes overdue for so long as such amount
remains overdue and the Municipality shall pay to the registered holder any and all
costs incurred by the registered holder as a result of the overdue payment.
9. Whenever it is necessary to compute any amount of interest in respect of the
Debentures for a period of Tess than one full year other than with respect to regular
semi- annual interest payments, such interest shall be calculated on the basis of the
actual number of days in the period and a year of 365 or 366 days as appropriate.
10. Payments in respect of principal of and interest on the Debentures shall be made only
on a day on which banking institutions in Toronto, Ontario, are not authorized or
obligated by law or executive order to be closed (a "Toronto Business Day), and if
any date for payment is not a Toronto Business Day, payment shall be made on the
next following Toronto Business Day as noted on the Schedule.
11. The Debentures are transferable or exchangeable at the office of the Treasurer of the
Municipality upon presentation for such purpose accompanied by an instrument of
transfer or exchange in a form approved by the Municipality and which form is in
accordance with the prevailing Canadian transfer legislation and practices, executed
by the registered holder thereof or such holder's duly authorized attorney or legal
personal representative, whereupon and upon registration of such transfer or
exchange and cancellation of the Debenture or Debentures presented, a new
Debenture or Debentures of an equal aggregate principal amount in any authorized
denomination or denominations will be delivered as directed by the transferee, in the
case of a transfer or as directed by the registered holder in the case of an exchange.
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12. The Municipality 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 lost, stolen, mutilated, defaced or destroyed, provided that the
applicant therefore shall have: (a) paid such costs as may have been incurred in
connection therewith; (b) (in the case of a lost, stolen or destroyed Debenture)
furnished the Municipality with such evidence (including evidence as to the certificate
number of the Debenture in question) and 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; and (c) enter in the registry particulars of the new
Debenture or Debentures issued in exchange.
15. Reasonable fees for the substitution of a new Debenture or new Debentures for any of
the Debentures that are lost, stolen, mutilated, defaced or destroyed and for the
replacement of lost, stolen, mutilated, defaced or destroyed principal and interest
cheques may be imposed by the Municipality. Where 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 OIPC elects to terminate its obligations under the financing agreement entered into
between the parties, OIPC, at its discretion, shall assess any losses that it may incur
as a result of the termination as follows: if on the date of termination the outstanding
principal balance on the Debenture is less than the Net Present Value of the
Debenture, the Municipality shall pay the difference between these two amounts to
OIPC.
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
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Time
Definitions:
notice in connection with the Debentures on or before any day and that day is not a
Toronto Business Day (as defined in section 10 of these Conditions) then such notice
may be given on the next following Toronto Business Day.
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.
(a) "Net Present Value" will be calculated based on the following formulae: For Serial
Debenture — [(principal) / (1 +(r /2)) ^n ] + [(interest payment /(r /2)) *(1- (1 /(1 +(r /2)) ^n)] for
each remaining serial principal repayment or for Amortizing Debenture — [(loan
payment /(r/2)) *(1- 1/(1 +(r /2)) ^n)], where "r" is the prevailing lending rate less an
appropriate basis point deduction for costs incurred and "n" is the number of semi-
annual periods to maturity
(b) "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 five major Canadian
Schedule 1 banks, as of the issue date of this Debenture, Royal Bank of Canada,
Canadian Imperial Bank of Commerce, The Bank of Nova Scotia, Bank of Montreal
and The Toronto - Dominion Bank (the "Reference Banks) as their reference rates in
effect on such day for Canadian dollar commercial loans made in Canada. If fewer
than five of the Reference Banks quote a prime rate on such days, the "Prime Rate"
shall be the arithmetic mean of the rates quoted by the remaining Reference Banks.
Page 14 of 16
4a) - A By -Law of the Corporation of the T...
Organization Name
Principal Amount
Annual loterast Rat*
Loan Term (Year)
Debenture Date (n/dlpyyyi
Maturity Date (mtdryyyy)
Payment Frequency
Loan Type
Payment gate Total Pa=yment
t'r?nt pal Balance
8115/2011
12/15/2011
6/15/2012
12/17/2012
6/17/2013
12/16/2013
6/16/2014
12/15/2014; 4179,149.69
5119,149.69
$119,149,69
51/9,149.69
6/15/2015
12/15/2015
6/15/2016
12/15£2016 5119149.69 ,
8/16/2017 $119,149.69
12/15/2017 511.9;149.69
6/150018 5119,149.69
12/17/2018 5119;149.69
6/17/2019
2/16/2019'
8/15/2020
12/15/2020
THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE
Total 42,382,993.91
Schedule "C" to By -law Number 2010 -187
Amortizing Debenture Schedule
The Township of Oro- Metionte
$2,000,000.00
3.46 %
10
12/18/2010
12/16/2020
Semi Annual
Amortizing
$119,149.69
$119,149,69
$119,149.69
$119,149.69
4119,149.68
5119, 149.69
5119,149.89
5119,149.69
$119,14959
5119,149.89
6119;149
584,540.69
$86,012.40 `
$87,500.41
• $89,014.j17
$90,554.12
592,120.7Q
$93,714.39
595,835:55
$96,984:96
$98,68280
$100,369.66
5102,106,06
5103,872.49 $15,27720 $779,202.50
5106,669.49 513,48020 467353101
510 511,652.12 3566,035.44
5109,357.28 59,79241 5456,678.16
5111.249.16 57,9130.53 $345,429.00
$113,173.77
52,000.000.00 5382,993.91
534,600.06 53,916,450.31
• $33 51,829,487.91
$31,64928 51,741,937.50
530,435.52 51,652,923.33
528,595.557 $1,562,36921
527,028.89 = $1,470,2.0.51
525,435.30 51,376,534.12
523'814104 51,281,188.41
622,164.73 01,184,213.51
020,485,89 51,985,550.71'
518,780.03 $985,181.05
$17,043.63 $883,074,9$
$5,975 -92 $232,255 23
5115,131.67 64,01.8.02 6117,123.58
$117,123.50 32,02624 5000
Page 15 of 16
5a) - Being a By -Law to confirm the procee...
THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE
BY -LAW NO. 2010 -186
Being a By -Law to confirm the proceedings of the Special Council Meeting
held on Wednesday, November 24, 2010.
THE COUNCIL OF THE CORPORATION OF THE TOWNSHIP OF ORO-
MEDONTE HEREBY ENACTS AS FOLLOWS:
1. THAT the action of the Council at its Special Council Meeting held on
Wednesday, November 24, 2010, and in respect to each Motion, Resolution and
other actions passed and taken by the Council at its said Meeting is, except
where prior approval of the Ontario Municipal Board is required, hereby adopted,
ratified and confirmed.
2. THAT the Mayor and the proper Officials of the Township are hereby authorized
and directed to do all things necessary to give effect to the said action or to
obtain approvals where required and to execute all documents as may be
necessary on behalf of the Council of the Corporation of the Township of Oro -
Medonte. And, the Clerk is hereby authorized and directed to affix the corporate
seal to all said documents.
BY -LAW READ A FIRST, SECOND AND THIRD TIME, AND PASSED THIS 24
DAY NOVEMBER, 2010.
THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE
Mayor, H.S. Hughes
Clerk, J. Douglas Irwin
Page 16 of 16