REGIONAL MUNICIPALITY OF PEEL
A by-law to authorize the borrowing upon debentures in the aggregate principal amount of $67,283,535.00 for purposes 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, the Council of The Regional Municipality of Peel (the “Upper-tier Municipality”) has passed the by-laws enumerated in Column (2) of Schedule “A” attached hereto and forming part of this By-law (“Schedule “A””) authorizing the projects which the Upper-tier Municipality has undertaken on its own behalf, described in Column (1) of Schedule “A” (individually a “Project”, collectively the “Projects”);
AND WHEREAS, before authorizing the Projects and before authorizing any additional cost amounts and any additional debenture authorities in respect thereof, the Upper-tier 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, each such additional cost amount and each such additional debenture authority, the Treasurer determined that the estimated annual amount payable in respect of each 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 each Project, each such additional cost amount and each such additional debenture authority by the Ontario Municipal Board was not required;
AND WHEREAS, Canada Mortgage and Housing Corporation (“CMHC”) has developed a municipal infrastructure lending program available for municipal housing-related infrastructure projects;
AND WHEREAS, the Upper-tier Municipality has submitted an application to CMHC for long term borrowing through the issue of debentures to CMHC in respect of the Projects (the “Application”) and the Application has been approved;
AND WHEREAS, the Upper-tier Municipality desires to issue debentures for the Projects pursuant to the Debenture – Loan Agreement between CMHC and the Upper-tier Municipality dated as of February 1, 2011 (the “Agreement”), in the aggregate principal amount of $67,283,535.00, as specified in Column (6) of Schedule “A”;
AND WHEREAS, to provide long term financing for the Projects pursuant to the Agreement, it is now expedient to issue 3.95% debentures in the aggregate principal amount of $67,283,535.00 in lawful money of Canada, on the terms hereinafter set forth.
NOW THEREFORE the Council of the Regional Corporation enacts as follows:
- The entering into of the Agreement by the Regional Chair and the Regional Treasurer on behalf of the Upper-tier Municipality is hereby confirmed, ratified and approved.
- For the Projects, the borrowing upon the credit of the Upper-tier Municipality of the aggregate principal sum of $67,283,535.00 and the issue of debentures therefore to be repaid in annual instalments of combined (blended) principal and interest as hereinafter set forth, are hereby authorized.
- The Regional Chair and the Regional Treasurer of the Upper-tier Municipality are hereby authorized to cause any number of debentures to be issued up to the said sum of $67,283,535.00 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 Regional 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 $67,283,535.00, in the name of CMHC or as CMHC may otherwise direct in accordance with the terms of the Agreement, substantially in the form attached as Schedule “B” hereto and forming part of this By-law with provision for payment of principal and interest on such terms as to which the registered holder and the Upper-tier Municipality may agree.
- The Debentures shall all be dated the 1st day of February, 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 3.95% per annum from the date thereof payable annually in arrears as described in this section. The Debentures shall be paid in full by February 1, 2031 and shall be payable in 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 Schedule “C”. All payments to be made by the Upper-tier Municipality under the Debentures to CMHC shall be made by the Upper-tier Municipality in accordance with the provisions of the Agreement.
- 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 (a “Business Day”), and if any date for payment is not a Business Day, payment shall be made on the next following 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, CMHC may declare the indebtedness of the Upper-tier Municipality, as set forth in the Agreement, immediately due and payable, the whole without presentation, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower, and CMHC shall not be obliged to make any further advance under the Agreement and CMHC may then exercise all its recourses under the Debentures, the Agreement or under any agreement or document relating to each Project.
- (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) The lower-tier municipalities of the Upper-tier Municipality (individually a “Lower-tier Municipality” and collectively the “Lower-tier Municipalities”) 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 the Lower-tier Municipalities in respect of the Projects 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 the Lower-tier Municipalities in respect of the Projects 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 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 levy by-law, from the date the payment is due until it is made.
(4) There shall be raised, for the Projects, 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 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 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 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 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.
- 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.
- 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 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 Projects and to no other purpose except as permitted by the Act.
- Pursuant to the provisions of the Agreement, CMHC does not intend to sell, transfer or assign its interest in the Debentures and agrees that where it does so, it will only be to Her Majesty in Right of Canada or other federal agencies.
16. This by-law comes into force on the day it is passed.
READ THREE TIMES AND PASSED IN OPEN COUNCIL this 27th day of January, 2011.
Deputy Regional Clerk
Schedule A to By-law 4-2011 (pdf)
Schedule B to By-law 4-2011 (pdf)
Schedule C to By-law 4-2011 (pdf)