REGIONAL MUNICIPALITY OF PEEL
NUMBER 175 -2011
To authorize the borrowing upon amortizing debentures in the principal amount of $2,000,000.00 for a purpose of The Regional Municipality of Peel.
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 Act also provides that all debentures issued under a by-law passed by a regional municipality for its own purposes are direct, joint and several obligations of the regional municipality and its lower-tier municipalities;
AND WHEREAS on February 24, 2011, the Council of The Regional Municipality of Peel (the “Upper-tier Municipality”) by By-law Number 26-2011 established a Debt Issuance Committee and delegated to the Debt Issuance Committee, among other things, the authority to enact by-laws authorizing long term borrowing from time to time by the issuance of debentures and financial instruments, and the entering into of financial agreements in accordance with the debt authority previously provided by the Council of the Upper-tier Municipality and in accordance with the Act and its Regulations;
AND WHEREAS the Council of the Upper-tier Municipality, has passed the by-laws enumerated in column (1) of Schedule “A” attached hereto and forming part of this By-law (“Schedule “A””) authorizing the project described in column (2) of Schedule “A” (the “Project”) and authorizing, inter alia, the entering into of a combined loan and grant agreement dated June 1, 2011 for the provision of long term borrowing from the Federation of Canadian Municipalities, as trustee of the Green Municipal Fund (“FCM”) in respect of the Project (the “Financing Agreement”) and desires to issue debentures for the Project in the amount specified in column (3) of Schedule “A”;
AND WHEREAS before authorizing the Project and before authorizing any additional cost amount and any additional debenture authority in respect thereof, the Upper-tier Municipality had its Regional Treasurer update the 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 the Project, each such additional cost amount and each such additional debenture authority, the Regional Treasurer of the Upper-tier Municipality determined that the estimated annual amount payable in respect of the Project, each such additional cost amount and each such additional debenture authority, would not cause the Upper-tier Municipality to exceed the updated limit and that the approval of the Project, each such additional cost amount and each such additional debenture authority by the Ontario Municipal Board was not required;
AND WHEREAS to provide long term financing for the Project pursuant to the Financing Agreement, it is now expedient to issue two percent (2.0%) amortizing debentures in the principal amount of $2,000,000.00 in lawful money of Canada, on the terms hereinafter set forth;
NOW THEREFORE the Debt Issuance Committee of The Regional Municipality of Peel enacts as follows:
- For the Project, the borrowing upon the credit of the Upper-tier Municipality of the principal sum of $2,000,000.00 and the issue of amortizing debentures therefor to be repaid in semi-annual instalments of combined (blended) principal and interest as hereinafter set forth, are hereby authorized.
- The Regional Chair and Regional Treasurer of the Upper-tier Municipality are hereby authorized to cause any number of amortizing debentures to be issued up to the aggregate of the said sum of $2,000,000.00 substantially in the form attached as Schedule “B” hereto and forming part of this By-law (the “Debentures”). The Debentures shall bear the Upper-tier Municipality’s municipal seal and the signatures of the Chair and the Regional Treasurer of the Upper-tier Municipality, all in accordance with the provisions of the Act. The municipal seal of the Upper-tier 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.
- 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 FCM or as FCM 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 the maturity date upon presentation and surrender) on such terms as to which the registered holder and the Upper-tier Municipality may agree.
- The Debentures shall all be dated the 4th day of November, 2011, 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 two percent (2.0%) per annum from the date thereof payable semi-annually in arrears as described in this section. The Debentures shall be paid in full by November 4, 2031 and shall be payable in semi-annual instalments of combined (blended) principal and interest on such days as are set forth in Schedule “C” attached hereto and forming part of this By-law (“Schedule “C””) in each of the years during the currency of the Debentures, as set forth in the amortization schedule set forth in Schedule “C”.
- Payments in respect of principal of and interest on the Debentures shall be made only on a day on which banking institutions in Ottawa, Ontario, are not authorized or obligated by law or executive order to be closed (an “Ottawa Business Day”), and if any date for payment is not an Ottawa Business Day, payment shall be made on the next following Ottawa Business Day and no further interest shall be paid in respect of the delay in such payment.
- If the Upper-tier Municipality defaults in the payment of any instalment of combined (blended) principal and interest at any time appointed for payment thereof, the Upper-tier Municipality shall, until such overdue principal and/or interest amount(s) has/have been paid in full, pay to FCM interest on the principal and interest that is from time to time outstanding at an annual rate that equals the total of: (a) two percent (2.0%), plus (b) two percent (2.0%) per annum, calculated from the date of such default.
- 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.
- Following November 4, 2021, the Upper-tier Municipality may on any subsequent semi-annual payment date, on not less than thirty (30) days notice to FCM, prepay all or part of the principal that is then outstanding, provided it simultaneously pays all accrued interest thereon plus, as a bonus, an additional three percent (3.0%) of the principal amount prepaid. In the case of a prepayment of a part of the principal, the amortization schedule set out in Schedule “C” shall be adjusted accordingly. In the case of a prepayment of a part of the principal, the amount of such prepayment cannot be less than the sum of one hundred thousand dollars ($100,000.00). Upon delivery of such notice, the Upper-tier Municipality shall be obligated to effect prepayment in accordance with the terms of the notice and this section. Any amounts prepaid may not be re-borrowed.
- (1) Each year in which a payment of an instalment of combined (blended) principal and interest becomes due in respect of the Debentures, there shall be raised as part of the general upper-tier 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.
(2) Subject to the provisions of this By-law, the lower-tier municipalities that comprise the Upper-tier Municipality shall pay to the Upper-tier Municipality, as part of the general upper-tier levy the amounts required to be paid to the Upper-tier Municipality by such lower-tier municipalities in respect of the Project, in accordance with the manner in which the general upper-tier levy is required, from time to time, to be paid to the Upper-tier Municipality. Such amounts constitute debt of such lower-tier municipalities to the Upper-tier Municipality and such amounts shall, when combined with any amount payable by the Upper-tier Municipality in the year for repayment of the debt for which the Debentures are to be issued, be sufficient to meet the total amount of principal and interest payable in the year by the Upper-tier Municipality in respect of the Debentures, all in accordance with the provisions of this By-law and the Act.
(3) If any lower-tier municipality that comprises the Upper-tier Municipality fails to make any payment or portion of it as provided in this By-law, such lower-tier municipality shall pay interest to the Upper-tier Municipality on the amount in default at the rate per annum set out in the most recent Upper-tier Municipality levy by-law, from the date the payment is due until it is made.
(4) There shall be raised, for the Project, pursuant to this By-law, in each year of the currency of the Debentures, as part of the general upper-tier levy, the amounts required to be paid to the Upper-tier Municipality in any previous year by any one or more of the lower-tier municipalities that comprise the Upper-tier Municipality to the extent that the amounts have not been paid to the Upper-tier Municipality in accordance with this By-law.
- 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.
- The Upper-tier 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 Upper-tier Municipality is authorized to use electronic, magnetic or other media for records of or related to the Debentures or for copies of them.
- The Upper-tier 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 Upper-tier 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 Upper-tier 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 Upper-tier 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 Upper-tier Municipality.
- The Debentures will be transferable or exchangeable at the office of the Regional Treasurer of the Upper-tier Municipality upon presentation for such purpose accompanied by an instrument of transfer or exchange in a form approved by the Upper-tier 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, the Regional Chair and the Regional 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.
- The Regional Chair and the Regional Treasurer shall issue and deliver new Debentures in exchange or substitution for the 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 therefor 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 Upper-tier Municipality with such evidence (including evidence as to the certificate number of the Debenture in question) and indemnity in respect thereof satisfactory to the Upper-tier Municipality in its discretion; and (c) surrendered to the Upper-tier Municipality any mutilated or defaced Debentures in respect of which new Debentures are to be issued in substitution.
- 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.
- The cost of all transfers and exchanges, including the printing of authorized denominations of the new Debentures, shall be borne by the Upper-tier Municipality. When any of the Debentures are surrendered for transfer or exchange the Regional Treasurer of the Upper-tier 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.
- 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 Upper-tier Municipality. Where new Debentures are issued in substitution in these circumstances the Upper-tier 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.
- 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.
- The Regional Chair and the Regional Treasurer are hereby authorized to cause the Debentures to be issued, the Regional Clerk and the Regional Treasurer are hereby individually authorized to generally do all things and to execute all documents and other papers in the name of the Upper-tier Municipality in order to carry out the issue of the Debentures and the Regional Treasurer is authorized to affix the Upper-tier Municipality’s municipal seal to any of such documents and papers.
- 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 the Project and to no other purpose except as permitted by the Act.
- Subject to the Upper-tier Municipality’s investment policies and goals, the applicable legislation and the terms and conditions of the Debentures, the Upper-tier 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 Upper-tier Municipality may in its discretion determine.
- This by-law comes into force on the day it is passed.
READ THREE TIMES AND PASSED IN OPEN COUNCIL this 13th day of October, 2011.
Schedule "A" to By-law 175-2011 (pdf)
Schedule "B" to By-law 175-2011 (pdf)
Schedule "C" to By-law 175-2011 (pdf)