THE CORPORATION OF THE CITY OF TIMMINS Special Meeting Agenda Monday, July 25, 2016 - To Follow Council Chambers City Hall 220 Algonquin Blvd. East, Timmins, Ontario Page COUNCIL: Mayor Steve Black Councillor P. Bamford Councillor J. Campbell Councillor M. Doody Councillor R. Dubeau Councillor A. Grzela Councillor A. Marks Councillor N. Rinaldo Councillor W. Wawrzaszek 1. DECLARATION OF PECUNIARY INTEREST 2. REPORTS & RESOLUTIONS a) Declaration of Surplus Land and Direct Sale re: 80 Kay Crescent (R) WHEREASpursuant to City of Timmins By-law No. 2008-6601 which sets out policies and procedures for the sale and disposition of municipal land. AND WHEREAS Section 6.7 Accountability, Transparency and Public Notice Requirements, requires that in considering a sale of City owned land, the land must be declared surplus to the needs and requirements of the municipality and prior to the land sale, notice of the disposition of the surplus lands posted on the City s website and advertised in the local newspaper for two (2) consecutive weeks. AND WHEREAS the Council for the Corporation of the city of Timmins considers it desirable and expedient that the described land be declared surplus to the Corporation s municipal requirements and sold directly to Sally Edgell-Luxmore and John Luxmore subject to the following conditions: That the subject land shall be sold for $1,500.00 plus HST; That Sally Edgell-Luxmore and John Luxmore, hereinafter referred to as the "Purchaser", shall be required to consolidate the subject part with the abutting property at 80 Kay Crescent (Roll No.: 5627-050-017-15700); That the purchaser shall be responsible for installing a swale (to be reviewed by the Engineering Department) on he subject lands to direct drainage away from the existing garage located at 80 Kay Crescent; Page 1 of 41
Page That the drainage swale is to be registered on title; That all expenses for both the municipality and the purchaser related to this land purchase, including but not limited to the legal, survey and registration costs shall be the responsibility of the Purchaser; That there shall be a two week public notice period, which includes posting a notice on two consecutive Fridays, in the City's Municipal News section of the local newspaper, as well as, placing a notice on the City's website for two consecutive weeks. The purpose of providing such notice is to secure any comments from the public respecting this proposed land sale so that council may consider these before rendering its decision to finalize this matter through an implementing by-law; That the Purchaser shall have 6 months to finalize this land transfer; otherwise this land sale shall be null and void; and That this direct land sale shall be approved by Council by-law. NOW THEREFORE BE IT RESOLVED THAT the Council of the Corporation of the City of the City of Timmins does hereby declare the following described land as being surplus to the Corporation's requirements. Plan M-184-C E Part of Lot 12, Parcel 8798 WT Tisdale Township City of Timmins District of Cochrane, Ontario b) Declaration of Surplus Land and Direct Sale re: 815 Pine Street South (R) WHEREASpursuant to City of Timmins By-law No. 2008-6601 which sets out policies and procedures for the sale and disposition of municipal land. AND WHEREAS Section 6.7 Accountability, Transparency and Public Notice Requirements, requires that in considering a sale of City owned land, the land must be declared surplus to the needs and requirements of the municipality and prior to the land sale, notice of the disposition of the surplus lands posted on the City s website and advertised in the local newspaper for two (2) consecutive weeks. AND WHEREAS the Council for the Corporation of the city of Timmins considers it desirable and expedient that the described land be declared surplus to the Corporation s municipal requirements and sold directly to 792839 Ontario Inc. (Timmins Electric Motors) subject to the following conditions: That the subject land would be sold for $1,000.00 plus HST; That 792839 Ontario Inc. (Timmins Electric Motors), hereinafter referred to as the "Purchaser", shall be required to consolidate the subject part with the abutting property at 815 Pine Street South (Roll No.: 5627-050-051-16001); That all expenses for both the municipality and the purchaser related to this land purchase, including but not limited to the legal, survey and registration costs shall be the responsibility of the Purchaser; Page 2 of 41
Page That there shall be a two week public notice period, which includes posting a notice on two consecutive Fridays, in he City's Municipal News section of the local newspaper, as well as, placing a notice on the City's website for two consecutive weeks. The purpose of providing such notice is to secure any comments from the public respecting this proposed land sale so that council may consider these before rendering its decision to finalize this matter through an implementing by-law; That the Purchaser shall have6 months to finalize this land transfer; otherwise this land sale shall be null and void; and That this direct land sale shall be approved by Council by-law. NOW THEREFORE BE IT RESOLVED THAT the Council of the Corporation of the City of the City of Timmins does hereby declare the following described land as being surplus to the Corporation's requirements. Plan 6R-2199 Part 7 Tisdale Township City of Timmins District of Cochrane, Ontario c) Street Closure re: Downtown BIA - 3 on 3 Basketball Tournament (R) THAT Council does hereby approve hosting the 3 on 3 Basketball Tournament to take place on Saturday, August 6th, 2016, from 8:00 a.m. to 4:00 p.m. AND FURTHER THAT Council does hereby approve the closure of Third Avenue, between Pine Street and Cedar Street from 8:00 am to 4:00 pm August 6th, 2016. AND FURTHER THAT liability insurance in the amount of $5 million dollars be provided naming the City of Timmins as additional insured. AND FURTHER THAT a copy of this resolution be forwarded to the Timmins Police Services, Fire Department, Public Works Department, Parks and Recreation Department, and Timmins Transit. d) Donation to Fort McMurray (R) BE IT RESOLVED THAT Council does hereby authorize a donation in the amount of $5,000.00 for the Fort McMurray Disaster Relief Fund. e) Quarterly Financial Reports (R) BE IT RESOLVED THAT Council does hereby accept the quarterly financial report as presented. f) CDSSAB Funding Resolution (R) Whereas the City of Timmins has indicated it does not feel CDSSAB costs are apportioned in a fair manner. Whereas initial response from the Minister of Community and Social Services was to attempt to work it out within the DSSAB and that DSSABs are governed by Page 3 of 41
Page legislation Whereas the City has proposed changes to address this but both have failed to meet the requirements of provincial legislation regarding funding changes. Whereas the City of Timmins believes the Ambulance Act provides options to appeal apportionment formulas Whereas the City of Timmins currently pays $3,636,731 towards Land Ambulance service while it only receives $2,234,224 worth of the proportional municipal service resulting in an overpayment of $1,402,507 annually Whereas the City of Sudbury is not part of a DSSAB and provides its own EMS services, and the City of Thunder Bay EMS does not fall within services provided by the DSSAB, and the City of Sault Ste. Marie is the EMS provider within their DSSAB Be it resolved that the City of Timmins no longer supports the funding and provision of EMS through the Cochrane DSSAB due to the large discrepancy between funding and service received and wishes to pursue a model similar to any of the 3 other regional hubs mentioned above or have a fair apportionment model instituted in order to continue with provision of services under the current model Be it resolved the City Council herby directs staff to review the Ambulance Act and request that the Province implement an appeal or arbitration process through a regulation or an amendment to legislation with regards to funding apportionment Be it further resolved that the City follow up with the Minister of Community and Social Services regarding communication from the Premier regarding proceeding with a meeting; And further that the City indicates it intends to withhold payment of future DSSAB requisitions until the funding apportionment is re-aligned in a fair manner and the Minister engages in a mediation process similar to what is ongoing in the Thunder Bay DSSAB. g) Aquatics Center Environmental Assessment (R) Whereas the City of Timmins has now completed a feasibility study for an aquatics centre Whereas that feasibility study has indicated that Environment Assessments and geotechnical investigation of the sites would be a prudent next step in the process when evaluating locations Whereas council has included significant dollars in the 2016 budget to cover additional engineering and site identification work Whereas council still has a desire to proceed with this due diligence and engineering work in preparation of the potential future aquatics center development Page 4 of 41
Page Be it resolved that the City of Timmins Council support immediately proceeding with a class 2 Environmental Assessment and a geotechnical investigation for one of the following options: a. The Archie Dillion Sportsplex site b. the Highway 655 site c. Both Archie Dillon Sportsplex and Highway 655 sites So that such location(s) can be reviewed for suitability for potential future development of an aquatic center h) Senior Tax Credit for 2017 (R) Whereas City of Timmins Council realizes that tax rates in the municipality have a more significant impact on low income seniors on fixed incomes Whereas City of Timmins Council accepts that provincial downloading of services over the last 10-15 years has shifted tax burden from a provincial income based taxation to a municipal property based taxation model Whereas City of Timmins Council wants to support seniors and their ability to stay in their homes as long as possible, as well as promote senior retention in the community Whereas City of Timmins Council has recently completed an age friendly strategy focusing on issues and challenges facing seniors in the community and taxation was a key topic Be it resolved that the City of Timmins Council hereby supports the implementation of a Seniors Property Tax Assistance Credit for residents who meet the following criteria a. Receive the Guaranteed Income Supplement (GIS) from the Federal Government b. Are a resident of the City of Timmins c. Are at least 65 years of age by December 31st d. Be assessed as the owner of residential property for the entire current year e. Occupy a single family dwelling unit in the City of Timmins on which municipal taxes have been levied f. Complete an annual application verifying the above criteria Be it Further Resolved that the annual tax credit should be: a. $150 for properties with annual taxes between $500 and $999 inclusively b. $300 for properties with annual taxes between $1000 and $2,500 inclusively c. $500 for properties with annual taxes over $2,500 Be it further resolved that a by-law authorizing this program will be brought forward to allow implementation to begin in the 2017 tax year. Page 5 of 41
Page i) Rural Area Services (R) Whereas Council has continued to show an issue in different areas of the city having different levels of service yet having the same mill rate; Whereas other large cities who have undergone amalgamations have differential area tax rates; Whereas amalgamation was a process that was undertaken with a principle benefit to collect taxes from large mining operations but in doing so many rural residential properties without services seen in the urban areas have also seen dramatic increases in taxes without increases to services; Whereas expanding services or reducing taxes on a street by street basis based on resident request is not a prudent financial process and does not follow any guidelines or policies in place and repeats decision methodology made in the past that have led to these varying service levels; Whereas various areas of the city have varying levels of service when it comes to road winter maintenance, garbage collection, fire protection, and others, however also taking into consideration that rural areas have less taxpayers to cover high cost assets such as roads, highways and bridges and maintenance of these assets in their areas: Be it resolved that city council does hereby direct staff to begin a review of the possibility to implement area rates for the residential property class and come back to council with a report that details what these rates may look like if the areas were based on services provided within the area; Be it further resolved that this review should be concluded by the end of year 2016 and prior to the acceptance of the 2017 budget and if this timeline can t be achieved or this review can t be done without external resources that staff will come back to council to seek further direction; and Be it further resolved that if staff feel it can obtain the desired results by having special levies for certain services based on whether or not those services are received that this could be considered as well. 3. BYLAWS 8-38 a) 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrades BE IT RESOLVED THAT BY-LAW 2016-7872 being a by-law to enter into an agreement with Infrastructure Ontario for the upgrades to the Waste Water Plant be given first and second reading. BE IT RESOLVED THAT BY-LAW 2016-7872 being a by-law to enter into an agreement with Infrastructure Ontario for the upgrades to the Waste Water Plant be given third and final reading and be enacted and passed. 39 b) 2016-7873 - Appoint a Municipal Law Enforcement Officer re: Scott Sahler BE IT RESOLVED THAT BY-LAW 2016-7873 being a by-law to appoint a Municipal Law Enforcement Officer be given first and second reading. Page 6 of 41
Page BE IT RESOLVED THAT BY-LAW 2016-7873 being a by-law to appoint a Municipal Law Enforcement Officer be given third and final reading and be enacted and passed. 40-41 c) 2016-7874 - Reconstruction of Connecting Link - Phase 1 BE IT RESOLVED THAT BY-LAW 2016-7874 being a by-law to enter into an agreement with Miller Paving for the reconstruction of the Connecting Link - Phase 1, in the amount of $4,806,463.39 plus HST be given first and second reading. BE IT RESOLVED THAT BY-LAW 2016-7874 being a by-law to enter into an agreement with Miller Paving for the reconstruction of the Connecting Link - Phase 1, in the amount of $4,806,463.39 plus HST be given third and final reading and be enacted and passed. 4. RESOLUTION TO GO IN-CAMERA a) Resolution 5. ADJOURNMENT BE IT RESOLVED that Council does hereby go into an In-Camera session at pm to discuss the following: a) Personnel matter about an identifiable individual a) Meeting Adjournment THAT this meeting adjourn at p.m. Page 7 of 41
THECORPORATIONOFTHECITYOFTIMMINS BY-LAWNUMBER2016-7872 BEINGABY-LAWTOAUTHORIZETHE BORROWINGUPON AMORTIZINGDEBENTURESINTHEPRINCIPALAMOUNTOF 21,600,000.00 TOWARDSTHECOSTOFTHEWASTEWATER PLANTUPGRADETOSECONDARYTREATMENT CAPITAL WORK WHEREAS subsection401 (1) ofthemunicipalact, 2001, as amended (the Act ) providesthatamunicipalitymayincuradebtfor municipalpurposes, whetherbyborrowingmoneyorinanyother way, andmayissuedebenturesandprescribedfinancialinstruments andenterprescribedfinancialagreementsfororinrelationtothe debt; ANDWHEREAS subsection408 (2.1) oftheactprovidesthata municipalitymayissueadebentureorotherfinancialinstrumentfor long-termborrowingonlytoprovidefinancingforacapitalwork; ANDWHEREAStheCouncilofTheCorporationoftheCityof Timmins (the Municipality ) haspassedthe By-lawenumeratedin column (1) ofschedule A attachedheretoandformingpartofthis By-lawauthorizingthe capitalworkdescribedincolumn (2) of Schedule A the ( CapitalWork ), andauthorizingtheenteringinto ofafinancingagreementdatedeffectiveasofthe27th dayof October, 2015fortheprovisionoftemporaryandlong-termborrowing fromontarioinfrastructureandlandscorporation ( OILC ) in respectofthe CapitalWork (the FinancingAgreement ) andthe Municipalitydesirestoissuedebenturesforthe CapitalWorkinthe principalamountspecifiedincolumn (5) ofschedule A ; ANDWHEREASbeforeauthorizingtheCapitalWorktheCouncilof themunicipalityhaditstreasurercalculateanupdatedlimitin respectofitsmostrecentannualdebtandfinancialobligationlimit receivedfromtheministryofmunicipalaffairsandhousingin accordancewiththeapplicableregulationand, priortothecouncilof themunicipalityauthorizingthe CapitalWork thetreasurer determinedthattheestimatedannualamountpayableinrespectof the CapitalWork wouldnotcausethemunicipalitytoexceedthe updatedlimitandthattheapprovalofthecapitalworkbytheontario MunicipalBoardpursuanttosuchregulationwasnotrequired; ANDWHEREAS themunicipalityhassubmittedanapplicationto OILCforlong-term borrowingthroughtheissueofdebenturesto OILCinrespectofthe CapitalWork (the Application ) andthe Applicationhasbeenapproved; itisnowdeemedtobeexpedientto borrowmoneybytheissueof amortizingdebenturesintheprincipal 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 8 of 41
amountof $21,600,000.00 datedaugust15, 2016 andmaturingon August15, 2036, andpayableinsemi-annual instalments of combined principalandinterestonthe15thdayoffebruaryandon the15th dayofaugust ineachoftheyears2017 to2036, both inclusiveonthetermshereinaftersetforth. NOWTHEREFORE thecouncilofthecorporationofthecityof Timminsenactsasfollows: 1. Forthe CapitalWork, theborrowinguponthecreditofthe Municipalityatlargeoftheprincipalamountof $21,600,000.00 andtheissueofamortizingdebenturestherefortoberepaidin semi-annualinstalmentsofcombined principalandinterestas hereinaftersetforth, areherebyauthorized. 2. TheMayor andthetreasurerofthemunicipalityarehereby authorizedtocauseanynumberofamortizingdebenturesto beissuedforsuchamountsofmoneyasmayberequiredfor the CapitalWorkindefinitiveform, notexceedingintotalthe saidprincipalamountof $21,600,000.00 (the Debentures ). TheDebenturesshallbeartheMunicipality smunicipalseal andthesignaturesofthemayor andthetreasurerofthe Municipality, allinaccordancewiththeprovisionsoftheact. ThemunicipalsealoftheMunicipalityandthesignatures referredtointhissectionmaybeprinted, lithographed, engravedorotherwisemechanicallyreproduced. The Debenturesaresufficientlysignediftheybeartherequired signaturesandeachpersonsigninghastheauthoritytodoso onthedateheorshesigns. 3. TheDebenturesshallbeinfullyregisteredformasoneor morecertificatesintheprincipalamountof $21,600,000.00, in thenameofoilc, orasoilcmayotherwisedirect, substantiallyintheformattachedasschedule B heretoand formingpartofthisby-law withprovisionforpaymentof principalandinterest (otherthaninrespectofthefinal paymentofprincipalandoutstandinginterestonmaturityupon presentationandsurrender) bypre-authorizeddebitinrespect ofsuchprincipalandinteresttothecreditofsuchregistered holderonsuchtermsastowhichtheregisteredholderandthe Municipalitymayagree. 4. Inaccordancewiththeprovisionsofsection25oftheOntario InfrastructureandLandsCorporationAct, 2011, asamended fromtimetotimehereafter, assecurityforthepaymentbythe MunicipalityoftheindebtednessoftheMunicipalitytoOILC underthedebentures (the Obligations ), themunicipalityis herebyauthorizedtoagreeinwritingwithoilcthatthe MinisterofFinanceisentitled, withoutnoticetothe 2 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 9 of 41
Municipality, todeductfrommoneyappropriatedbythe LegislativeAssemblyofOntarioforpaymenttothe Municipality, amountsnotexceedingtheamountsthatthe MunicipalityfailstopayOILConaccountoftheObligations andtopaysuchamountstooilcfromtheconsolidated RevenueFund. 5. TheDebenturesshallallbedatedthe15th dayofaugust, 2016, andastobothprincipalandinterestshallbeexpressed andbepayableinlawfulmoneyofcanada. TheDebentures shallbearinterestattherateof2.84% perannumandmature duringaperiodof20 yearsfromthedatethereofpayable semi-annuallyinarrearsasdescribedinthissection. The DebenturesshallbepaidinfullbyAugust15, 2036 andbe payableinequalsemi-annual instalments of combined principalandinterest onthe15thdayoffebruary andonthe 15th day ofaugust ineachoftheyears2017to2036, both inclusive, saveandexceptforthelastinstalmentwhichmay varyslightlyfromtheprecedingequalinstalments, assetforth inschedule C attachedheretoandformingpartofthisbylaw ( Schedule C ). 6. Paymentsinrespectofprincipalofandinterestonthe Debenturesshallbemadeonlyonadayonwhichbanking institutionsintoronto, Ontario, arenotauthorizedorobligated bylaworexecutiveordertobeclosed (a TorontoBusiness Day ) andifanydateforpaymentisnotatorontobusiness Day, paymentshallbemadeonthenextfollowingtoronto BusinessDay. 7. Interestshallbepayabletothedateofmaturityofthe Debenturesandondefaultshallbepayableonanyoverdue amountsbothbeforeandafterdefaultandjudgmentatarate perannumequaltothegreateroftheratespecifiedonthe ScheduleasattachedtoandformingpartoftheDebentures forsuchamountsplus200basispointsorprimerate (as definedbelow) plus200basispoints, calculatedonadaily basisfromthedatesuchamountsbecomeoverdueforsolong assuchamountsremainoverdueandthemunicipalityshall paytotheregisteredholdersanyandallcostsincurredbythe registeredholdersasaresultoftheoverduepayment. Any amountspayablebythemunicipalityasintereston overdue principalorinterestandallcostsincurredbytheregistered holdersasaresultoftheoverduepayment inrespectofthe Debenturesshallbepaidoutofcurrentrevenue. Wheneverit isnecessarytocomputeanyamountofinterestinrespectof thedebenturesforaperiodoflessthanonefullyear, other thanwithrespecttoregularsemi-annualinterestpayments, suchinterestshallbecalculatedonthebasisoftheactual 3 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 10 of 41
numberofdaysintheperiodandayearof365daysor366 daysasappropriate. PrimeRate means, onanyday, theannualrateofinterest whichisthearithmeticmeanoftheprimeratesannounced fromtimetotimebythefollowingfivemajorcanadian ScheduleIbanks, asoftheissuedateofthisdebenture: RoyalBankofCanada; CanadianImperialBankof Commerce; TheBankofNovaScotia; BankofMontreal; and TheToronto-DominionBank (the ReferenceBanks ) astheir referenceratesineffectonsuchdayforcanadiandollar commercialloansmadeincanada. Iffewerthanfiveofthe ReferenceBanksquoteaprimerateonsuchdays, the Prime Rate shallbethearithmeticmeanoftheratesquotedbythe remainingreferencebanks. 8. Ineachyearinwhichapaymentofequalsemi-annual instalments of combined principalandinterest becomesdue inrespectofthecapitalwork includingthelast non-equal instalment, thereshallberaisedaspartofthemunicipality s generallevytheamountsofprincipalandinterestpayableby themunicipalityineachyearassetoutinschedule C tothe extentthattheamountshavenotbeenprovidedforbyany otheravailablesourceincludingothertaxesorfeesorcharges imposedonpersonsorpropertybyaby-lawofany municipality. 9. TheDebenturesmaycontainanyprovisionfortheir registrationthereofauthorizedbyanystatuterelatingto municipaldebenturesinforceatthetimeoftheissuethereof. 10. TheMunicipalityshallmaintainaregistryinrespectofthe Debenturesinwhichshallberecordedthenamesandthe addressesoftheregisteredholdersandparticularsofthe Debenturesheldbythemrespectivelyandinwhichparticulars ofthecancellations, exchanges, substitutionsandtransfersof Debentures, mayberecordedandthemunicipalityis authorizedtouseelectronic, magneticorothermediafor recordsoforrelatedtothedebenturesorforcopiesofthem. 11. TheMunicipalityshallnotbeboundtoseetotheexecutionof anytrustaffectingtheownershipofanydebentureorbe affectedbynoticeofanyequitythatmaybesubsistingin respectthereof. TheMunicipalityshalldeemandtreat registeredholdersofthedebenturesastheabsoluteowners thereofforallpurposeswhatsoevernotwithstandinganynotice tothecontraryandallpaymentstoortotheorderofregistered holdersshallbevalidandeffectualtodischargetheliabilityof themunicipalityonthedebenturestotheextentoftheamount 4 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 11 of 41
oramountssopaid. WhereaDebentureisregisteredinmore thanonename, theprincipalofandinterestfromtimetotime payableonsuchdebentureshallbepaidtoortotheorderof allthejointregisteredholdersthereof, failingwritten instructionstothecontraryfromallsuchjointregistered holders, andsuchpaymentshallconstituteavaliddischarge tothemunicipality. Inthecaseofthedeathofoneormore jointregisteredholders, despitetheforegoingprovisionsofthis section, theprincipalofandinterestonanydebentures registeredintheirnamesmaybepaidtothesurvivoror survivorsofsuchholdersandsuchpaymentshallconstitutea validdischargetothemunicipality. 12. TheDebentureswillbetransferableorexchangeableatthe officeofthetreasurerofthemunicipalityuponpresentation forsuchpurposeaccompaniedbyaninstrumentoftransferor exchangeinaformapprovedbythemunicipalityandwhich formisinaccordancewiththeprevailingcanadiantransfer legislationandpractices, executedbytheregisteredholder thereoforsuchholder sdulyauthorizedattorneyorlegal personalrepresentative, whereuponanduponregistrationof suchtransferorexchangeandcancellationofthedebenture ordebenturespresented, themayor andthetreasurershall issueanddeliveranewdebentureordebenturesofanequal aggregateprincipalamountinanyauthorizeddenominationor denominationsasdirectedbythetransferee, inthecaseofa transferorasdirectedbytheregisteredholderinthecaseof anexchange. 13. TheMayor andthetreasurershallissueanddelivernew DebenturesinexchangeorsubstitutionforDebentures outstandingontheregistrywiththesamematurityandoflike formwhichhavebecomemutilated, defaced, lost, subjecttoa mysteriousorunexplainabledisappearance, stolenor destroyed, providedthattheapplicantthereforshallhave: (a) paidsuchcostsasmayhavebeenincurredinconnection therewith; (b) inthecasewhenadebentureismutilated, ( defaced, lost, mysteriouslyorunexplainablymissing, stolenor destroyed) furnishedthemunicipalitywithsuchevidence includingevidenceastothecertificatenumberofthe Debentureinquestion) andanindemnityinrespectthereof satisfactorytothemunicipalityinitsdiscretion; and (c) surrenderedtothemunicipalityanymutilatedordefaced DebenturesinrespectofwhichnewDebenturesaretobe issuedinsubstitution. 14. TheDebenturesissueduponanyregistrationoftransferor exchangeorinsubstitutionforanydebenturesorpartthereof shallcarryalltherightstointerestifany, accruedandunpaid 5 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 12 of 41
whichwerecarriedbysuchdebenturesorpartthereofand shallbesodatedandshallbearthesamematuritydateand, subjecttotheprovisionsofthisby-law, shallbesubjecttothe sametermsandconditionsasthedebenturesinrespectof whichthetransfer, exchangeorsubstitutioniseffected. 15. Thecostofalltransfersandexchanges, includingtheprinting ofauthorizeddenominationsofthenewdebentures, shallbe bornebythemunicipality. WhenanyoftheDebenturesare surrenderedfortransferorexchangethetreasurerofthe Municipalityshall: (a) inthecaseofanexchange, canceland destroythedebenturessurrenderedforexchange; (b) inthe caseofanexchange, certifythecancellationand destruction intheregistry; (c) enterintheregistryparticularsofthenew DebentureorDebenturesissuedinexchange; and (d) inthe caseofatransfer, enterintheregistryparticularsofthe registeredholderasdirectedbythetransferor. 16. ReasonablefeesforthesubstitutionofanewDebentureor newdebenturesforanyofthedebenturesthataremutilated, defaced, lost, mysteriouslyorunexplainablymissing, stolenor destroyedandforthereplacementofanyoftheprincipaland interestcheques (ifany) thataremutilated, defaced, lost, mysteriouslyorunexplainablymissing, stolenordestroyed maybeimposedbythemunicipality. WhennewDebentures areissuedinsubstitutioninthesecircumstancesthe Municipalityshall: (a) treatascancelledanddestroyedthe DebenturesinrespectofwhichnewDebentureswillbeissued insubstitution; (b) certifythedeemedcancellationand destructionintheregistry; (c) enterintheregistryparticularsof thenewdebenturesissuedinsubstitution; and (d) makea notationofanyindemnitiesprovided. 17. Exceptasotherwiseexpresslyprovidedherein, anynotice requiredtobegiventoaregisteredholderofoneormoreof thedebentureswillbesufficientlygivenifacopyofsuch noticeismailedorotherwisedeliveredtotheregistered addressofsuchregisteredholder. 18. TheMayorandtheTreasurerareherebyauthorizedtocause thedebenturestobeissued, oneormoreoftheclerkand Treasurerareherebyauthorizedtogenerallydoallthingsand toexecuteallotherdocumentsandotherpapersinthename ofthemunicipalityinordertocarryouttheissueofthe DebenturesandtheTreasurerisauthorizedtoaffixthe Municipality smunicipalsealtoanyofsuchdocumentsand papers. 6 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 13 of 41
19. ThemoneyreceivedbytheMunicipalityfromthesale ofthe DebenturestoOLIC, includinganypremium, andanyearnings derivedfromtheinvestmentofthatmoney, afterprovidingfor theexpensesrelatedtotheirissue, ifany, shallbeapportioned andappliedtothecapitalworkandtonootherpurpose exceptaspermittedbytheact. 20. SubjecttotheMunicipality sinvestmentpoliciesandgoals, the applicablelegislationandthetermsandconditionsofthe Debentures, themunicipalitymay, ifnotindefaultunderthe Debentures, atanytimepurchaseanyofthedebenturesin theopenmarketorbytenderorbyprivatecontractatany priceandonsuchtermsandconditions (including, without limitation, themannerbywhichanytenderoffermaybe communicatedoracceptedandthepersons towhomitmay beaddressed) asthemunicipalitymayinitsdiscretion determine. 21. ThisBy-lawtakeseffectonthedayofpassing. READafirst, secondandthirdtimeandfinallypassedthis25thdayofjuly, 2016. STEVENBLACK, MAYOR STEPHPALMATEER, CITYCLERK 7 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 14 of 41
Schedule A toby-lawnumber2016-7872 1) ( 2) ( 3) ( 4) ( 5) ( 6) Approved By-law Amounttobe Amountof CapitalWork Financed Debentures Amountof Termof Description Throughthe Previously Debenturesto Yearsof Issueof Issued beissued Debentures Debentures 2015- Capitalcostsin 21,600,000.00 Nil 21,600,000.00 20 7733 connectionwiththe Wastewater TreatmentPlant Upgradeto SecondaryTreatment capitalwork TOTAL 21,600,000.00 8 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 15 of 41
Schedule " B" to By- law Number 2016-7872 No. OILC16-01 21, 600,000. 00 CANADA Province of Ontario THE CORPORATION OF THE CITY OF TIMMINS FULLY REGISTERED INTEREST RATE 2. 84% AMORTIZING DEBENTURE THE CORPORATION OF THE CITY OF TIMMINS( 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( August 15, 2036), the principal amount of TWENTY-ONE MILLION SIX HUNDRED THOUSAND DOLLARS 21, 600, 000.00) by equal semi- annual instalments of combined principal and interest on the 15th day of February and on the 15th day of August in each of the years 2017 to 2036, 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 Loan Amortization 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, or from the last date on which interest has been paid on this debenture, whichever is later, at the rate of 2. 84% per annum, in arrears, on the specified dates, as set forth in the Amortization Schedule. 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 indebtedness evidenced by this debenture, and to pay such amounts to OILC from the Consolidated Revenue Fund. This debenture is subject to the Conditions. DATED at the City of Timmins as at the 15th day of August, 2016. IN TESTIMONY WHEREOF and under the authority of By-law Number 2016-7872 of the Municipality duly passed on the 25th day of July, 2016 ( the " By- law"), this debenture is sealed with the municipal seal of the Municipality and signed by Mayor and by the Treasurer thereof. Date of Registration: August 15, 2016 Steven Black, Mayor Seal) James R. Howie, Treasurer 9 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 16 of 41
LOAN AMORTIZATION SCHEDULE Name The Corporation of the City of Timmins Principal: 21, 600,000. 00 Rate ' 02. 8400% Term 240 Paid Semi- annual Matures..: 08/ 15/ 2036 Pay N Date Amount Due Principal Due Interest Due Rem. Principal 102/ 15/ 2017 711,525. 10 404,805. 10 306,720. 00 21, 195, 194.90 2 08/ 15/ 2017 711,525. 10 410,553. 33 300,971. 77 20, 784,641. 57 302/ 15/ 2018 711,525. 10 416,383. 19 295, 141. 91 20, 368,258.38 408/ 15/ 2018 711,525. 10 422, 295.83 289, 229. 27 19, 945,962. 55 5 02/ 15/ 2019 711,525. 10 428, 292.43 283,232. 67 19, 517,670. 12 608/ 15/ 2019 711,525. 10 434,374. 18 277, 150. 92 19, 083,295. 94 7 02/ 15/ 2020 711,525. 10 440,542. 30 270,982. 80 18, 642, 753. 64 808/ 15/ 2020 711,525. 10 446, 798.00 264,727. 10 18, 195, 955. 64 9 02/ 15/ 2021 711,525. 10 453, 142. 53 258,382. 57 17, 742, 813. 11 10 08/ 15/ 2021 711, 525. 10 459, 577. 15 251, 947. 95 17, 283, 235. 96 1102/ 15/ 2022 711, 525. 10 466, 103. 15 245, 421. 95 16,817, 132. 81 12 08/ 15/ 2022 711, 525. 10 472, 721. 81 238, 803. 29 16,344,411. 00 13 02/ 15/ 2023 711, 525. 10 479,434. 46 232, 090.64 15, 864,976. 54 1408/ 15/ 2023 711, 525. 10 486, 242. 43 225, 282. 67 15, 378,734. 11 1502/ 15/ 2024 711, 525. 10 493, 147. 08 218, 378.02 14,885,587. 03 1608/ 15/ 2024 711, 525. 10 500, 149. 76 211, 375. 34 14,385,437. 27 1702/ 15/ 2025 711, 525. 10 507, 251. 89 204, 273. 21 13, 878, 185. 38 18 08/ 15/ 2025 711, 525. 10 514,454. 87 197, 070.23 13, 363, 730. 51 19 02/ 15/ 2026 711, 525. 10 521, 760.13 189, 764.97 12, 841, 970. 38 2008/ 15/ 2026 711, 525. 10 529, 169. 12 182, 355. 98 12, 312, 801. 26 21 02/ 15/ 2027 711, 525. 10 536, 683. 32 174, 841. 78 11, 776, 117. 94 22 08/ 15/ 2027 711, 525. 10 544, 304. 23 167, 220.87 11, 231,813. 71 23 02/ 15/ 2028 711, 525. 10 552,033. 35 159, 491. 75 10,679,780. 36 2408/ 15/ 2028 711, 525. 10 559, 872. 22 151, 652. 88 10, 119,908. 14 2502/ 15/ 2029 711, 525. 10 567, 822. 40 143, 702. 70 9, 552,085.74 2608/ 15/ 2029 711, 525. 10 575, 885. 48 135, 639. 62 8, 976,200. 26 2702/ 15/ 2030 711, 525. 10 584,063. 06 127,462. 04 8, 392, 137. 20 2808/ 15/ 2030 711, 525. 10 592, 356. 75 119, 168. 35 7, 799,780.45 29 02/ 15/ 2031 711, 525. 10 600, 768. 22 110, 756. 88 7, 199, 012. 23 30 08/ 15/ 2031 711, 525. 10 609, 299. 13 102, 225. 97 6, 589,713. 10 3102/ 15/ 2032 711, 525. 10 617, 951. 17 93, 573.93 5, 971,761. 93 3208/ 15/ 2032 711, 525. 10 626, 726. 08 84,799.02 5, 345,035. 85 3302/ 15/ 2033 711, 525. 10 635, 625. 59 75, 899. 51 4,709,410. 26 3408/ 15/ 2033 711, 525. 10 644, 651. 47 66,873. 63 4,064,758. 79 3502/ 15/ 2034 711, 525. 10 653, 805. 53 57,719. 57 3, 410,953. 26 10 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 17 of 41
36 08/ 15/ 2034 711, 525. 10 663, 089. 56 48, 435. 54 2, 747,863.70 37.02/ 15/ 2035 711, 525. 10 672, 505.44 39, 019. 66 2, 075,358. 26 38 08/ 15/ 2035 711, 525. 10 682, 055. 01 29, 470.09 1, 393, 303. 25 39 02/ 15/ 2036 711, 525. 10 691,740. 19 19, 784.91 701, 563.06 40 08/ 15/ 2036 711, 525. 26 701,563. 06 9, 962. 20 0. 00 28,461, 004. 16 21, 600,000. 00 6, 861, 004. 16 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 11 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 18 of 41
LEGAL OPINION We have examined the By- law of the Municipality authorizing the issue of amortizing debentures in the principal amount of $21, 600,000. 00 dated August 15, 2016 and maturing on August 15, 2036 payable in equal semi- annual instalments of combined principal and interest on the 15th day of February and on the 15th day of August in each of the years 2017 to 2036, 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 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. August 15, 2016 BORDEN LADNER GERVAIS LLP 12 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 19 of 41
CONDITIONS OF THE DEBENTURE Form, Denomination, and Ranking of the Debenture 1. The debentures issued pursuant to the By- law ( collectively the " Debentures" and individually a " Debenture') are issuable as fully registered Debentures without coupons. 2. The Debentures are direct, general, unsecured and unsubordinated obligations of the Municipality. The Debentures rank concurrently and equally in respect of payment of principal and interest with all other debentures of the Municipality except for the availability of money in a sinking or retirement fund for a particular issue of debentures. 3. This Debenture is one fully registered Debenture registered in the name of OILC and held by OILC. Registration 4. The Municipality shall maintain at its designated office a registry in respect of the Debentures in which shall be recorded the names and the addresses of the registered holders and particulars of the Debentures held by them respectively and in which particulars of cancellations, exchanges, substitutions and transfers of Debentures, may be recorded and the Municipality is authorized to use electronic, magnetic or other media for records of or related to the Debentures or for copies of them. Title 5. The Municipality shall not be bound to see to the execution of any trust affecting the ownership of any Debenture or be affected by notice of any equity that may be subsisting in respect thereof. The Municipality shall deem and treat registered holders of Debentures, including this Debenture, as the absolute owners thereof for all purposes whatsoever notwithstanding any notice to the contrary and all payments to or to the order of registered holders shall be valid and effectual to discharge the liability of the 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. 13 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 20 of 41
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 15th day of February and the 15th day of August, commencing on the 15th day of February, 2017 and ending on the 15th day of August, 2036 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 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 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 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 transferee, in the case of a transfer or as directed by the registered holder in the case of an exchange. 14 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 21 of 41
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 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 Bylaw, 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 financing agreement entered into between the Municipality and OILC, pursuant to which the Debentures are issued, OILC, 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 Debentures is less than the net present value of the Debentures, the Municipality shall pay the difference between these two amounts to OILC. 15 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 22 of 41
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 Toronto Business Day ( as defined in section 10 of these Conditions) then such notice may be given on the next following Toronto 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 the remaining Reference Banks. 16 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 23 of 41
Schedule " C" to By-law Number 2016-7872 LOAN AMORTIZATION SCHEDULE Name The Corporation of the City of Timmins Principal: 21, 600,000. 00 Rate ' 02. 8400% Term 240 Paid ' Semi- annual Matures..: 08/ 15/ 2036 Pay# Date Amount Due Principal Due Interest Due Rem. Principal 102/ 15/ 2017 711,525. 10 404,805. 10 306,720. 00 21, 195, 194.90 2 08/ 15/ 2017 711,525. 10 410,553. 33 300,971. 77 20, 784,641. 57 3 02/ 15/ 2018 711,525. 10 416,383. 19 295, 141. 91 20, 368,258.38 408/ 15/ 2018 711,525. 10 422, 295. 83 289, 229. 27 19, 945,962. 55 502/ 15/ 2019 711,525. 10 428,292.43 283, 232. 67 19, 517, 670. 12 608/ 15/ 2019 711,525. 10 434,374. 18 277, 150. 92 19, 083, 295.94 7 02/ 15/ 2020 711,525. 10 440,542. 30 270,982. 80 18, 642,753. 64 808/ 15/ 2020 711,525. 10 446,798.00 264,727. 10 18, 195, 955. 64 9 02/ 15/ 2021 711,525. 10 453, 142. 53 258, 382. 57 17, 742,813. 11 10 08/ 15/ 2021 711, 525. 10 459, 577. 15 251, 947.95 17,283, 235. 96 1102/ 15/ 2022 711, 525. 10 466, 103. 15 245, 421.95 16,817, 132. 81 12 08/ 15/ 2022 711, 525. 10 472, 721. 81 238, 803. 29 16,344,411. 00 13 02/ 15/ 2023 711, 525. 10 479, 434.46 232, 090. 64 15,864,976. 54 1408/ 15/ 2023 711, 525. 10 486, 242. 43 225, 282. 67 15,378, 734. 11 1502/ 15/ 2024 711, 525. 10 493, 147.08 218, 378.02 14,885, 587. 03 16 08/ 15/ 2024 711, 525. 10 500, 149. 76 211, 375.34 14,385,437. 27 1702/ 15/ 2025 711, 525. 10 507, 251. 89 204, 273. 21 13, 878, 185. 38 18 08/ 15/ 2025 711, 525. 10 514, 454.87 197, 070.23 13, 363,730. 51 19 02/ 15/ 2026 711, 525. 10 521, 760. 13 189, 764.97 12, 841,970. 38 20 08/ 15/ 2026 711, 525. 10 529, 169. 12 182, 355.98 12, 312,801. 26 2102/ 15/ 2027 711, 525. 10 536, 683. 32 174,841. 78 11, 776, 117. 94 22 08/ 15/ 2027 711, 525. 10 544, 304.23 167, 220.87 11, 231,813. 71 23 02/ 15/ 2028 711, 525. 10 552, 033. 35 159, 491. 75 10,679, 780. 36 24 08/ 15/ 2028 711, 525. 10 559, 872. 22 151, 652. 88 10, 119,908. 14 2502/ 15/ 2029 711, 525. 10 567, 822. 40 143, 702. 70 9, 552, 085. 74 2608/ 15/ 2029 711, 525. 10 575, 885. 48 135, 639.62 8, 976,200.26 27 02/ 15/ 2030 711, 525. 10 584, 063. 06 127, 462. 04 8, 392, 137. 20 2808/ 15/ 2030 711, 525. 10 592, 356.75 119, 168. 35 7, 799,780.45 29 02/ 15/ 2031 711, 525. 10 600, 768.22 110,756.88 7, 199, 012. 23 30 08/ 15/ 2031 711, 525. 10 609, 299. 13 102, 225.97 6, 589,713. 10 3102/ 15/ 2032 711, 525. 10 617, 951. 17 93, 573. 93 5, 971, 761.93 3208/ 15/ 2032 711, 525. 10 626, 726.08 84, 799. 02 5, 345,035.85 17 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 24 of 41
3302/ 15/ 2033 711, 525.10 635,625. 59 75, 899.51 4, 709,410. 26 34. 08/ 15/ 2033 711, 525. 10 644,651.47 66, 873.63 4,064,758. 79 35 02/ 15/ 2034 711, 525. 10 653,805. 53 57, 719.57 3, 410,953. 26 36 08/ 15/ 2034 711, 525. 10 663,089. 56 48, 435.54 2, 747, 863. 70 3702/ 15/ 2035 711, 525. 10 672, 505.44 39, 019.66 2, 075, 358. 26 38 08/ 15/ 2035 711, 525. 10 682,055.01 29, 470.09 1, 393, 303. 25 39 02/ 15/ 2036 711, 525. 10 691, 740. 19 19, 784.91 701,563.06 4008/ 15/ 2036 711, 525.26 701, 563. 06 9, 962. 20 0. 00 28, 461,004. 16 21, 600,000.00 6, 861,004. 16 18 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 25 of 41
No. OILC16-01 21, 600, 000. 00 CANADA Province of Ontario THE CORPORATION OF THE CITY OF TIMMINS FULLY REGISTERED INTEREST RATE 2. 84% AMORTIZING DEBENTURE THE CORPORATION OF THE CITY OF TIMMINS (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( August 15, 2036), the principal amount of TWENTY-ONE MILLION SIX HUNDRED THOUSAND DOLLARS 21, 600, 000. 00) by equal semi-annual instalments of combined principal and interest on the 15th day of February and on the 15th day of August in each of the years 2017 to 2036, 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 Loan Amortization 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, or from the last date on which interest has been paid on this debenture, whichever is later, at the rate of 2. 84% per annum, in arrears, on the specified dates, as set forth in the Amortization Schedule. 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 indebtedness evidenced by this debenture, and to pay such amounts to OILC from the Consolidated Revenue Fund. This debenture is subject to the Conditions. DATED at the City of Timmins as at the 15th day of August, 2016. IN TESTIMONY WHEREOF and under the authority of By- law Number 2016-7872 of the Municipality duly passed on the 25th day of July, 2016 ( the " By- law"), this debenture is sealed with the municipal seal of the Municipality and signed by Mayor and by the Treasurer thereof. Date of Registration: August 15, 2016 Steven Black, Mayor Seal) James R. Howie, Treasurer 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 26 of 41
LOAN AMORTIZATION SCHEDULE Name Principal: 21, 600, 000.00 Rate - 02. 8400% Term 240 Paid Semi- annual Matures..: 08/ 15/ 2036 The Corporation of the City of Timmins Pay ft Date Amount Due Principal Due Interest Due Rem. Principal 102/ 15/ 2017 711, 525. 10 404, 805. 10 306,720. 00 21, 195, 194. 90 208/ 15/ 2017 711, 525. 10 410, 553. 33 300,971.77 20, 784, 641. 57 3 02/ 15/ 2018 711, 525. 10 416, 383. 19 295, 141. 91 20, 368, 258. 38 408/ 15/ 2018 711, 525. 10 422, 295. 83 289, 229.27 19, 945, 962. 55 502/ 15/ 2019 711, 525. 10 428, 292. 43 283, 232.67 19, 517, 670. 12 608/ 15/ 2019 711, 525. 10 434, 374. 18 277,150.92 19, 083, 295. 94 702/ 15/ 2020 711, 525. 10 440, 542.30 270,982.80 18, 642, 753. 64 808/ 15/ 2020 711, 525. 10 446, 798.00 264,727. 10 18, 195,955. 64 9 02/ 15/ 2021 711, 525. 10 453, 142. 53 258, 382. 57 17, 742, 813. 11 10 08/ 15/ 2021 711,525. 10 459, 577. 15 251, 947. 95 17, 283,235. 96 1102/ 15/ 2022 711,525. 10 466, 103. 15 245,421. 95 16, 817, 132. 81 12 08/ 15/ 2022 711, 525. 10 472, 721. 81 238,803. 29 16, 344,411.00 1302/ 15/ 2023 711, 525. 10 479, 434.46 232,090. 64 15, 864,976. 54 1408/ 15/ 2023 711, 525. 10 486, 242. 43 225, 282. 67 15, 378,734. 11 1502/ 15/ 2024 711, 525. 10 493, 147. 08 218, 378. 02 14, 885, 587. 03 1608/ 15/ 2024 711, 525. 10 500, 149. 76 211, 375. 34 14, 385,437. 27 1702/ 15/ 2025 711, 525. 1. 0 507, 251. 89 204, 273. 21 13, 878, 185. 38 18 08/ 15/ 2025 711, 525. 10 514,454. 87 197, 070. 23 13, 363, 730. 51 19 02/ 15/ 2026 711, 525. 10 521, 760.13 189, 764.97 12, 841, 970. 38 20 08/ 15/ 2026 711, 525. 10 529, 169. 12 182, 355. 98 12, 312, 801. 26 2102/ 15/ 2027 711, 525. 10 536, 683. 32 174,841.78 11, 776, 117. 94 22 08/ 15/ 2027 711, 525. 10 544, 304.23 167, 220. 87 11,231,813. 71 23 02/ 15/ 2028 711, 525. 10 552, 033. 35 159, 491. 75 10,679,780. 36 24 08/ 15/ 2028 711, 525. 10 559, 872. 22 151,652. 88 10, 119, 908. 14 25 02/ 15/ 2029 711, 525. 10 567, 822.40 143, 702. 70 9, 552,085. 74 2608/ 15/ 2029 711, 525. 10 575, 885.48 135, 639. 62 8, 976, 200. 26 2702/ 15/ 2030 711, 525. 10 584,063. 06 127, 462. 04 8, 392, 137. 20 2808/ 15/ 2030 711, 525. 10 592, 356.75 119, 168. 35 7, 799, 780.45 29 02/ 15/ 2031 711, 525. 10 600, 768.22 110, 756.88 7, 199, 012. 23 30 08/ 15/ 2031 711, 525. 10 609, 299.13 102, 225.97 6, 589,713. 10 3102/ 15/ 2032 711, 525. 10 617, 951.17 93, 573. 93 5, 971,761. 93 32 08/ 15/ 2032 711, 525. 10 626, 726.08 84, 799. 02 5, 345,035. 85 33 02/ 15/ 2033 711, 525. 10 635, 625.59 75,899. 51 4, 709,410.26 3408/ 15/ 2033 711, 525. 10 644,651.47 66,873. 63 4, 064, 758. 79 3502/ 15/ 2034 711, 525. 10 653, 805.53 57,719. 57 3, 410, 953. 26 2 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 27 of 41
3608/ 15/ 2034 711,525. 10 663, 089. 56 48,435. 54 2, 747,863. 70 3702/ 15/ 2035 711,525. 10 672, 505. 44 39,019. 66 2, 075,358.26 38 08/ 15/ 2035 711, 525. 10 682, 055. 01 29,470. 09 1, 393,303. 25 39 02/ 15/ 2036 711,525. 10 691, 740. 19 19, 784. 91 701, 563. 06 4008/ 15/ 2036 711, 525. 26 701, 563.06 9, 962.20 0. 00 28, 461, 004. 16 21, 600,000. 00 6, 861,004. 16 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 3 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 28 of 41
LEGAL OPINION We have examined the By- law of the Municipality authorizing the issue of amortizing debentures in the principal amount of $21, 600, 000. 00 dated August 15, 2016 and maturing on August 15, 2036 payable in equal semi- annual instalments of combined principal and interest on the 15th day of February and on the 15th day of August in each of the years 2017 to 2036, 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 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. August 15, 2016 BORDEN LADNER GERVAIS LLP 4 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 29 of 41
CONDITIONS OF THE DEBENTURE Form, Denomination, and Ranking of the Debenture 1. The debentures issued pursuant to the By- law (collectively the " Debentures' and individually a " Debenture") are issuable as fully registered Debentures without coupons. 2. The Debentures are direct, general, unsecured and unsubordinated obligations of the Municipality. The Debentures rank concurrently and equally in respect of payment of principal and interest with all other debentures of the Municipality except for the availability of money in a sinking or retirement fund for a particular issue of debentures. 3. This Debenture is one fully registered Debenture registered in the name of OILC and held by OILC. Registration 4. The Municipality shall maintain at its designated office a registry in respect of the Debentures in which shall be recorded the names and the addresses of the registered holders and particulars of the Debentures held by them respectively and particulars of cancellations, exchanges, substitutions and in which 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. 5 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 30 of 41
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 15th day of February and the 15th day of August, commencing on the 15th day of February, 2017 and ending on the 15th day of August, 2036 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 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 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 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 transferee, in the case of a transfer or as directed by the registered holder in the case of an exchange. 6 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 31 of 41
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 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 Bylaw, 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 financing agreement entered into between the Municipality and OILC, pursuant to which the Debentures are issued, OILC, 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 Debentures is less than the net present value of the Debentures, the Municipality shall pay the difference between these two amounts to OILC. 7 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 32 of 41
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 Toronto Business Day ( as defined in section 10 of these Conditions) then such notice may be given on the next following Toronto 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 the remaining Reference Banks. 8 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 33 of 41
CERTIFICATE To: Borden Ladner Gervais LLP And To: OILC IN THE MATTER OF an issue of a 20 year, 2. 84% amortizing debenture of The Corporation of the City of Timmins ( the " Municipality") in the principal amount $ 21, 600,000. 00, authorized by Debenture By- law Number 2016-7872 (the " Debenture By-law"); AND IN THE MATTER OF an authorizing by- law of the Municipality enumerated in Schedule " A" to the Debenture By- law. I, Steph Palmateer, City 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 the 25th day of July, 2016 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 Mayor and the City Clerk and sealed with the municipal seal of the Municipality. 2. The authorizing by- law referred to in Schedule "A" to the Debenture By- law (the Authorizing By- law") has been enacted and passed by the Council of the Municipality in full compliance with the Act at a meeting at which a quorum was present. Forthwith after the passage of the Authorizing By- law the same was signed by the Mayor and by the Clerk and sealed with the municipal seal of the Municipality. 3. With respect to the undertaking of the capital work described in the Debenture By- law ( the " Capital Work"), before the Council of the Municipality exercised any of its powers in respect of the Capital Work the Council of the Municipality had its Treasurer calculate the updated limit in respect of the relevant annual debt and financial obligation limit received from the Ministry of Municipal Affairs and Housing in accordance with the applicable debt and financial obligation limits regulation. In this connection, before the Council of the Municipality authorized the Capital Work the Treasurer determined that the estimated annual amount payable in respect of the Capital Work would not cause the Municipality to reach or exceed its updated limit. Accordingly, the Council of the Municipality authorized the Capital Work without the approval of the Ontario Municipal Board pursuant to the applicable debt and financial obligation limits 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 nor have the same been in any way repealed, altered or amended and the Debenture By-law and the Authorizing By- law are now in full force and effect. 2016-7872 - Debenture Agreement re: Waste Water Plant Upgrad... Page 34 of 41