HomeMy WebLinkAboutBy-law No. 2003-099 CORPORATION OF THE
MUNICIPALITY OF BAYHAM
BY-LAW NO. 2003-099
A BY-LAW TO AUTHORIZE THE EXECUTION
OF AN AGREEMENT BETWEEN THE
MUNICIPALITY OF BAYHAM
AND THE
CANADIAN IMPERIAL BANK OF COMMERCE
WHEREAS the Canadian Imperial Bank of Commerce is seeking to amend the terms of the
current banking agreement with the municipality;
AND WHEREAS the Council of the Municipality of Bayham accepts the terms of the proposed
agreement;
NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE
MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS:
1. THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement
attached hereto as Schedule"A" and forming part of this by-law between the Canadian
Imperial Bank of Commerce and the Municipality of Bayham for the period of January 1,
2004 to December 31, 2004.
2. THAT this by-law shall come into full force and effect upon final passing.
READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 6th DAY
OF NOVEMBER 2003.
/ /
MAYOR ' /tarry r E
affeLM4-y-e-x_X /Ze
caO 3 -65'5
CIBC H. Glen Harrop
October 17,2003
The Corporation of the Municipality of Bayham
P.O. Box 160,
9344 Plank Rd.,
Straffordville, Ontario
NOJ 1YO
Attention: Suzann Mantel -Treasurer
Dear Sir:
We, Canadian Imperial Bank of Commerce("CIBC"), are pleased to establish the following Credits for
you, our customer.
Overall Credit Limit
Overall Credit Limit:The total use of Credits:
Operating Line
Demand Instalment Loan(s)
Corporate VISA
is not at any time to exceed $2,148,430.
Credit A: Operating Line
Credit Limit: $700,000.
Description and Rate: A revolving demand credit, for general business purposes, having the following
parts:
(1) Canadian dollar loans and overdrafts. The interest Rate
is as follows: Prime Rate less 0.50% per year.
OtherProvisions/Conditions:At the Bank's request, any outstanding overdraft
borrowings will be converted to promissory note format.
Credit B: Demand Instalment Loan
Loan Amount: $1,433,430.
The Corporation of the Municipality of Bayham October 17,2003
Purpose: Assisted with Sewer Works Project
Interest Rate: Fixed rate of 6.25% per year
Scheduled Payments: You will pay CIBC as follows:
Regular blended semi-annual payments of$109,971.35 each.
The next regular semi-annual payment is due on April 11, 2004. The last
payment, plus any outstanding principal and interest together with any other
amount due under this Agreement, is due on April 11, 2012.
Credit C: Corporate VISA.
Credit Limit: $15,000.00.
Documentation: Our standard VISA documentation.
Security
Security: The following security is required:
Other security: 1)Current Expenditure Borrowing By-Law for the current fiscal year(s).
2)Capital Expenditure Borrowing By-Law.
Reporting Requirements
Reporting
(1) Within 120 days of each fiscal year-end,financial statements for that fiscal year
Requirements:
on an audited basis.
(2) Within 120 days of each fiscal year-end, a business plan/budget forecast
for the next fiscal year.
(3) 2003 Financial Information Report and 2004 Annual Repayment Limit
report to be provided to the Bank prior to June 30, 2004.
2 of 4
The Corporation of the Municipality of Bayham October 17, 2003
Other Provisions
Calculations: The calculations made under the"Covenants"and "Reporting Requirements"
sections of this Agreement are to be done on a consolidated basis.
Default Interest Rate: Currently 21% per year. If the Credit Limit of a Credit, or the Credit Limit of part
of a Credit, or the Overall Credit Limit, is exceeded at any time, interest at the
Default Rate is calculated on that excess amount.
Next Scheduled
Review Date: June 30, 2004
Standard Credit Terms: The attached Schedule-Standard Credit Terms forms part of this Agreement.
General: You agree that(a)you have read this Agreement(including the Schedule-
Standard Credit Terms), (b)CIBC has explained it to you, and (c)you understand
it.
Please indicate your acceptance of these terms by returning a signed copy of this
Agreement. If we do not receive a signed copy by Nov 7, 2003, then this offer will expire.
Upon acceptance, this dated
Nov 18,2002, between you and CIBC. Outstanding amounts (and security)under that Agreement will be covered
by this Agreement it being the intention that the obligations under this Agreement are not a substitution for the
obligations under the existing credit agreement and that the security under that agreement continues to secure the
obligations under this Agreement.
Yours truly,
Cana ran imperial Bank of Commerce
by: ,
H. len arrop
A aunt Manager
P one no.: 519-842-7331 Ext. #400
ax no.: 519-842-3047
3 of 4
The Corporation of the Municipality of Bayham October 17, 2003
Acknowledgement: The undersigned certifies that all information provided to CIBC is true, and
acknowledges receipt of a copy of this Agreement(including any Schedules
referred to above).
Accepted this day of ,
The Corporation of the Municipality of Bayham
• 1
By: L/11, 11�cf,.
Name:
Title: QC +ntb
onna t rit I
4 of 4
6326-99/06
(WP51GRED)CIBC
Schedule Standard Credit Terms
ARTICLE 1-GENERAL
1.1 Interest Rate. You will pay interest on each Credit at nominal 1.5 Fees, You will pay CIBC's fees for each Credit as out lined in the
rates per year equal to: Letter. You will also reimburse us for all reasonable fees(including
legal fees)and out-of-pocket expenses incurred in registering any
(a) for amounts above the Credit Limit of a Credit or a part of a Credit security,and in enforcing our rights under this Agreement or any
or the Overall Credit Limit,as described in section 1.4,or for amounts security. We will automatically debit your Operating Account for fee
that are not paid when due,the Default Interest Rate,and amounts owing.
(b) for any other amounts,the rate specified in this Agreement. 1.6 Our rights re demand Credits. At CIBC,we believe that the
banker-customer relationship is based on mutual trust and respect. It is
1.2 Variable interest. Each variable interest rate provided for under important for us to know all the relevant information(whether good or
this Agreement will change automatically,without notice,whenever the bad)about your business. CIBC is itself a business.Managing risks
Prime Rate or the U.S.Base Rate,as the case may be,changes. and monitoring our customers'ability to repay is critical to us. We can
only continue to lend when we feel that we are likely to be repaid. As a
1.3 Payment of Interest. Interest is calculated on the daily balance result,if you do something that jeopardizes that relationship,or if we no
of the Credit at the end of each day. Interest is due once a month, longer feel that you are likely to repay all amounts borrowed,we may
unless the Agreement states otherwise. Unless you have made other have to act. We may decide to act,for example,because of something
arrangements with us,we will automatically debit your Operating you have done,information we receive about your business,or changes
Account for interest amounts owing. If your Operating Account is in to the economy that affect your business. Some of the actions that we
overdraft and you do not deposit to the account an amount equal to the may decide to take include requiring you to give us more financial
monthly interest payment,the effect is that we will be charging interest information,negotiating a change in the interest rate or fees,or asking
on overdue interest(which is known as compounding). Unpaid interest you to get further accounting assistance,put more cash into the
continues to compound whether or not we have demanded payment business,provide more security,or produce a satisfactory business
from you or started a legal action,or get judgment,against you. plan. It is important to us that your business succeeds. We may,
however,at our discretion,demand immediate repayment of any
'1.4 Default Interest. To determine whether Default Interest is to be outstanding amounts under any demand Credit. We may also,at any
charged,the following rules apply: time and for any cause,cancel the unused portion of any demand
Credit. Under normal circumstances,however,we will give you 30 days'
(a) Default Interest will be charged on the amount that exceeds the notice of any of these actions.
Credit Limit of any particular Credit. That will happen even if the Overall
Credit Limit has not been exceeded. 1.7 Payments. If any payment Is due on a day other than a Business
Day,then the payment is due on the next Business Day.
(b) If there are several parts of a Credit,Default Interest will be
charged if the Credit Limit of a particular part is exceeded. For 1.8 Applying money received. If you have not made payments as
example,if Credit A's limit is$250,000,and the limit of one part is required by this Agreement,or if you have failed to satisfy any term of
$100,000 and the limit of that part is exceeded by$25,000,Default this Agreement(or any other agreement you have that relates to this
Interest will be charged on that$25,000 excess,even if the total amount Agreement),or at any time before default but after we have given you
outstanding under Credit A is less than$250,000. appropriate notice,we may decide how to apply any money that we
receive. This means that we may choose which Credit to apply the
(c) To determine if the Overall Credit Limit has been exceeded,the money against,or what mix of principal,interest,fees and overdue
outstanding principal amount of each Credit is totalled,and any amounts within any Credit will be paid.
amounts in foreign currency are converted to Canadian dollars. If that
total exceeds the Overall Credit Limit, Default Interest will be charged on 1.9 Information requirements. We may from time to time
that excess amount. For example,if there are three Credits,each with reasonably require you to provide further information about your
a Credit Limit of$100,000 and an Overall Credit Limit of$250,000,if business. We may require information from you to be in a form
each of those Credits is at$90,000,they are each under their own acceptable to us.
Credit Limits,but the Overall Credit Limit has been exceeded by
$20,000,and Default Interest will be charged on that excess amount. 1.10 Insurance. You will keep all your business assets and property
insured(to the full insurable value)against loss or damage by fire and
The Corporation of the Municipality of Bayham 1 of 3 October 17,2003
all other risks usual for property such as yours(plus for any other risks provide you with either an amending agreement,or a new replacement
we may reasonably require). If we request,these policies will include a Letter,for you to sign.
loss payee clause(and if you are giving us mortgage security,a
mortgagee clause). As further security,you assign all insurance 1.16 Confidentiality. The terms of this Agreement are confidential
proceeds to us. If we ask,you will give us either the policies between you and CIBC. You therefore agree not to disclose the
themselves or adequate evidence of their existence. If your insurance contents of this Agreement to anyone except your professional advisors.
coverage for any reason stops,we may(but do not have to)insure the
property. We will automatically debit your Operating Account for these 1.17 Pre-conditions. You may use the Credits granted to you under
amounts. Finally,you will notify us immediately of any foss or damage this Agreement only if:
to the property.
(a) we have received properly signed copies of all documentation that
1.11 Environmental. You will carry on your business,and maintain we may require in connection with the operation of your accounts and
your assets and property,in accordance with all applicable your ability to borrow and give security;
environmental laws and regulations. If(a)there is any release,deposit, (b) all the required security has been received and registered to our
discharge or disposal of pollutants of any sort(collectively,a satisfaction;
"Discharge")in connection with either your business or your property, (c) any special provisions or conditions set forth in the Letter have
and we pay any fines or for any clean-up,or(b)we suffer any loss or been complied with;and
damage as a result of any Discharge,you will reimburse CIBC,Its (d) if applicable,you have given us the required number of days
directors,officers,employees and agents for any and all losses, notice for a drawing under a Credit
damages,fines,costs and other amounts(including amounts spent
preparing any necessary environmental assessment or other reports,or 1.18 Notices. We may give you any notice in person or by telephone,
defending any lawsuits)that result. If we ask,you will defend any or by letter that is sent either by fax or by mail.
lawsuits,investigations or prosecutions brought against CIBC or any of
its directors,officers,employees and agents in connection with any 1.19 Use of the Operating Line. You will use your Operating Line
Discharge. Your obligation to us under this section continues even after only for your business operating cash needs. You are responsible for all
all Credits have been repaid and this Agreement has terminated. debits from the Operating Account that you have either initiated(such
as cheques,loan payments,pre-authorized debits,etc.)or authorized
1.12 Consent to release information. We may from time to time give us to make. Payments are made by making deposits to the Operating
any credit or other information about you to,or receive such information Account. You may not at any time exceed the Credit Limit. We may,
from,(a)any financial institution,credit reporting agency,rating agency without notice to you,return any debit from the Operating Account that,
or credit bureau,(b)any person,firm or corporation with whom you may if paid,would result in the Credit Limit being exceeded,unless you have
have or propose to have financial dealings,and(c)any person,firm or made prior arrangements with us. If we pay any of these debits,you
corporation in connection with any dealings you have or propose to have must repay us immediately the amount by which the Credit Limit is
with us. You agree that we may use that information to establish and exceeded.
maintain your relationship with us and to offer any services as permitted
by law,including services and products offered by our subsidiaries when 1.20 Instalment Loans. The following terms apply to each Instalment
it is considered that this may be suitable to you. Loan.
1.13 Our pricing policy. Fees,interest rates and other charges for (a) Non-revolving loans. Unless otherwise stated in the Letter,any
your banking arrangements are dependent upon each other. If you Instalment Loan is non-revolving. This means that any principal
decide to cancel any of these arrangements,you will have to pay us any payment made permanently reduces the available Loan Amount. Any
increased or added fees,interest rates and charges we determine and payment we receive is applied first to overdue interest,then to current
notify you of. These increased or added amounts are effective from the interest owing,then to overdue principal,then to any fees and charges
date of the changes that you make. owing,and finally to current principal.
1.14 Proof of debt. This Agreement provides the proof,between (b) Floating Rate Instalment Loans. Floating Rate instalment
CIBC and you,of the credit made available to you. There may be times Loans may have either(I)blended payments or(ii)payments of fixed
when the type of Credit you have requires you to sign additional principal amounts,plus interest,as described below.
documents. Throughout the time that we provide you credit under this
Agreement,our loan accounting records will provide complete proof of (i) Blended payments. If you have a Floating Rate Loan that
all terms and conditions of your credit(such as principal loan balances, has blended payments,the amount of your monthly payment is
interest calculations,and payment dates). fixed for the term of the loan,but the interest rate varies with
changes in the Prime or U.S.Base Rate(as the case may be). If
1.15 Renewals of this Agreement. This Agreement will remain in the Prime or U.S.Base Rate during any month is lower than what
effect for your Credits for as long as they remain unchanged. We have the rate was at the outset,you may end up paying off the loan
shown a Next Scheduled Review Date in the Letter. If there are no before the scheduled end date. If,however,the Prime or U.S.
changes to the Credits this Agreement will continue to apply,and you Base Rate is higher than what it was at the outset,the amount of
will not need to sign anything further. If there are any changes,we will principal that is paid off is reduced. As a result,you may end up
The Corporation of the Municipality of Bayham 2 of 3 October 17,2003
still owing principal at the end of the term because of these the Standard Overdraft Rate.
changes in the Prime or U.S.Base Rate.
"Demand Instalment Loan"means an Instalment Loan that is payable
(ii) Payments of principal plus interest. If you have a upon demand. Such a Loan may be either at a fixed or a floating rate of
Floating Rate Loan that has regular principal payments,plus interest.
interest,the principal payment amount of your Loan is due on
each payment date specified in the Letter. The interest payment "Fixed Rate Instalment Loan"means an Instalment Loan that is also a
is also due on the same date,but it is debited from your Operating Fixed Rate Loan.
Account one or two banking days later. Although the principal
payment amount is fixed,your interest payment will usually be Fixed Rate Loan"means any loan drawn down,converted or extended
different each month,for at least one and possibly more reasons, under a Credit at an interest rate which was fixed for a term,instead of
namely: the reducing principal balance of your loan,the number referenced to a variable rate such as the Prime Rate or U.S.Base Rate,
of days in the month,and changes to the Prime Rate or U.S. at the time of such drawdown,conversion or extension. For purposes of
Base Rate(as the case may be). certainty,a Fixed Rate Loan includes a LIBOR Loan.
(c) Prepayment. Unless otherwise agreed,the following terms apply "Floating Rate Instalment Loan"means either an Instalment Loan that is
to prepayment of any Instalment Loan: either a Prime Rate Loan or a Base Rate Loan.
(i) Floating Rate Instalment Loans. You may prepay all or "instalment Loan"means a loan that is repayable either in fixed
part of a Floating Rate Instalment Loan(whether it is instalments of principal,plus interest,or in blended instalments of both
a Demand or a Committed Loan)at any time without principal and interest. A Demand Instalment Loan is repayable on
notice or penalty. demand. A Committed Instalment Loan is repayable only upon the
occurrence of an Event of Default.
(ii) Fixed Rate Instalment Loans. You may prepay all or part
of a Fixed Rate Instalment Loan,on the following condition. You "Letter"means the letter agreement between you and CIBC to which
must pay us,on the prepayment date,a prepayment fee equal to this Schedule and any other Schedules are attached.
the interest rate differential for the remainder of the term of the
Loan,in accordance with the standard formula used by CIBC in "Operating Account"means the account that you normally use for the
these situations. day-to-day cash needs of your business,and may be either or both of a
Canadian dollar and a U.S.dollar account.
(d) Demand of Fixed Rate Demand Instalment Loans. If you have
a Fixed Rate Demand Instalment Loan and we make demand for "Prime Rate"means the variable reference rate of interest per year
payment,you will owe us(i)all outstanding principal,(ii)interest,(Iii)any declared by CIBC from time to time to be its prime rate for Canadian
other amount due under this Agreement,and(iv)a prepayment fee. dollar loans made by CIBC in Canada.
The prepayment fee is equal to the interest rate differential for the
remainder of the term of the loan,in accordance with the standard "Prime Rate Loan"means a Canadian dollar loan on which interest is
formula used by CIBC in these situations. calculated by reference to Prime Rate.
ARTICLE 2-DEFINITIONS "Standard Overdraft Rate"means the variable reference interest rate
per year declared by CIBC from time to time to be its standard overdraft
2.1 Definitions. In this Agreement,the following terms have the rate on overdrafts in Canadian or U.S.dollar accounts maintained with
following meanings: CIBC in Canada.
"Business Day"means any day(other than a Saturday or a Sunday)
that the CIBC Branch/Centre is open for business.
"CIBC Branch/Centre"means the CIBC branch or banking centre noted
on the first page of this Agreement,as changed from time to time by
agreement between the parties.
"Credit"means any credit referred to in the Letter,and if there are two or
more parts to a Credit,"Credit"includes reference to each part.
"Credit Limit"of any Credit means the amount specified in the Letter as
its Credit Limit,and if there are two or more parts to a Credit,"Credit
Limit"includes reference to each such part.
"Default Interest Rate",unless otherwise defined in the Letter,means
The Corporation of the Municipality of Bayham 3 of 3 October 17,2003
CIBC
200 Broadway
Tillsonburg, Ont
N4G-5A7
Oct 17,2003
The Corporation of the Municipality of Bayham
P.Q. Box 160
9344 Plank Road
Straffordvilie, Ont
NoJ-1Y0
ATT: Suzanna Mantel, Treasurer
Dear Sir,
We are pleased to outline our two special arrangements alternatives to The Corporation
of the Municipality of Bayham group of accounts. Please advise which option you would
prefer.
These arrangements are effective commencing January 1,2004, and will continue to apply
until December 31,2004 unless changed in accordance with the terms of this letter.
CIBC will endeavour to meet with you on an annual basis(or whenever you request such
a meeting) to review the terms of this letter
Canadian Arrangements
1. Monthly Service Charge:
Option 1-Monthly Service Fee Waived
Interest Free Balances
A deposit in the sum of$36,000 will be placed in a non-interest bearing current
account in the name of"The Corporation of the Municipality of Bayham"which can
be drawn at anytime. In the event that the funds are drawn a deficiency fee will be
charge at the interest rate of CIBC Average Monthly Prime Rate less 2.00%.
OR
Option 2—Mon ervice Fee $160.00
This fee covers both your Canadian doll unt operations. The charge will not
givadi- change unless a new charge is negotiated with y
Should the account activity or average credit balances increase or decrease by more
than 10%, CIBC reserves the right to re-negotiate this agreement.
Services included:
• Deposits • Audit Confirmations
• Cheques deposited • Certified cheques
• Cheques issued • Bank drafts
• Currency deposited and • Night Depository(wallet fees
Supplied apply)
• Rapitrans Service
• Dishonoured items
• Monthly bank statements
• Stop payments lodged
2. Services NOT Included in Monthly Service Charge
EFT Service(Pre-Authorized Debits and Direct Deposit)
Monthly Maintenance Fee $39.00
Per File Fee(For each EFT File submitted) $12.00
Per transaction $0.08
Per Electronic Reports NIC
3. The Bank's standard charges will apply for all other services
Where banking law requires, information about new or increased service charges for
such other services will be provided to you in writing at least 30 days before the
increased or new charge is effective.
4. Interest paid on Canadian Dollar Business Account
Interest will be calculated and paid on the monthly average credit balance of the at the
CIBC Monthly Average Prime rate less 1.75%on all balances.
Note: The indicated rates are subject to a rate cap of the 30-day Banker's Acceptance
Rate less 20 basis points.
Page 2 of 6
5. Credit Cards
CIBC Visa Corporate card is $ 30.00 per card per annum.
6. Taxes
You agree to pay any Federal or Provincial Goods, Service, Sales, use or other tax
from which you do not enjoy exemption, which is imposed with respect to any of
these arrangements.
7. Notification of Large Fluctuations
You agree to provide CIBC with notice(by the deadlines set out below) of
transactions which will cause the aggregate amount of your day end balance to
increase or decrease by at least$10 million from the amount of your day-end balances
of the previous business day(a"Fluctuation.") If you fail to provide CIBC with such
advance notice, CIBC may charge your account with the cost to CIBC of any such
unadvised Fluctuations. You will advise the following CIBC offices of Fluctuations:
Canadian Dollar Current Account: 416-594-8318 or 416-594-8319
U.S.Dollar Current Account: 416-594-8180
Fax (Canadian or U.S.Dollar Current Account): 416-594-8336
Timing on Notification of Fluctuations in balances:
If Fluctuation in balance is going to be the You shall notify CIBC:
sum of:
Over$10 million to $100 million By 11:00 AM same business day
(Eastern Standard Time)
Over$100 million �By 4:00 PM the business day
immediately prior
(Eastern Standard Time)
8. General Provisions
a) CIBC reserves the right to increase or change the charges and/or change how
interest is calculated and paid in certain circumstances. If new laws are
introduced, there is a change in the interpretation of an existing law or CIBC must
comply with a government guideline or requirement, and any of these events has
the effect of:
Page 3 of 6
i) increasing the cost to CIBC of providing the services covered under these
arrangements, or
ii) reducing any amount received or receivable by CIBC under these
arrangements
b) CIBC may increase or otherwise change the charges and/or change how interest is
calculated and paid in these special arrangements. These changes will be
effective upon CIBC providing 60 days written notice of such changes to you.
c) During the tenure of these arrangements, should any account(s)be opened or
closed, or a service added or deleted, consideration will be given to amending the
arrangements. Schedule A, which is attached to this letter, lists those accounts
included in these special arrangements. You must provide this Centre with
written notice of any changes to this list of accounts.
d) Either party may terminate the Agreement on 90 days written notice.
Once you have had an opportunity to review these special arrangements, we would be
pleased to discuss any questions or concerns,which may arise.
We have provided two copies of this agreement for your signature: kindly acknowledge
acceptance of this arrangement by signing and returning the enclosed duplicate copy.
Yours truly,
7
H (nen Harrop
Account Manager
(519) 842 7331 Ext 400
(519) 842 3047 FAX
Page 4 of 6
ACCEPTANCE:
This offer is available for acceptance until November 30,2003. It covers the period of
January 1,2004 until Dec 3 3,2004 Upon mutual acceptance, the arrangements maybe
extended.
Acknowledged and accepted and this 714-day of Aid 07.2003.
The Corporation of the Municipality of Bayham
/ /per:
)--111\/.
per: _/i4' /
Page 5 of 6
SCHEDULE A
Interest Bearing Accounts
Account Title Transit Account# Service
Charge
CANADIAN
Transit#03072
Accounts: 14-00118
14-01416
14-01513
14-01912
15-00015
15-00716
15-00813
70-01819
Non-interest Bearing Accounts
Account Title Transit Account# Service
Charge
Page 6 of 6
2003-11-14 12:53 519-842-3047 TRANSIT 03072, TILLS P 2/2
GIP.' NMI 5t66Pagc L0of 3
Agreement Respecting Instructions and Information by Telephone and Fax
(For use bQOl segments except Commercial/Corporate Banking) E
�1,tr�cx1 nlLG.".4
tAranch ing address&postal code)
In consideration of Canadian Imperial Bank of Commerce("CIBC")acting upon instructions given from tine to
time by the undersigned(the"Customer")to the branch noted above(the"Branch"),the Customer agrees as
follows:
A. Instructions by telephone and fax
Sl)lr is irreferfrb6,
for corporations, I. Instructions. Any one of tr)
that official positions JS
be dcsibmated rather If"ktt,•Jitn try s'Er i cc ,or
than the mans of the
Authorized Persons.
For partnership and
Ovule proprietorships, (each being an"Authorized Person")is authorized to give instructions on behalf of the Customer either by
enter the names of facsimile transmission,telecopier or telex(each being a communication by"FAX")or by telephone:
the individuals.
a) to transfer funds from any account in the Customer's name to any individual,firm or corporation;
b) to deal in any manner with stocks,bonds or other types of securities held in or to be purchased for the
Customer's account;*
c) to issue stop payment orders;
d) relating to foreign exchange transactions;or
e) relating to transactions in connection with any credit arrangement between the Customer and CIBC.
• "Commeraai paper is rat guaranteed by CIBC,nor is it insured under the Canada Deposit insurance Corporation Act Risk tatings
on Commercial Paper are performed by independent rating agencies and not by CIBC and such,rating may change at anytime.if
Commercial Paper is sold prior to maturity,it's value will depend on the Creditworthiness of the issuer and the market conditions at
the time of sale,
2. Acting on instructions.
a) CIBC may act on telephone and fax instructions and information from me,or purporting to be from me,as
ifI had given.CIBC such instructions or information in writing,until CIBC has received written notice to
the contrary.
b) CIBC will act upon instructions given in accordance with this agreement during the Branch's usual banking
hours on the earliest banking day possible,as determined by the time of receipt and the type of transaction
required
3. Receipt of instructions. Instructions to CIBC will be considered to have been received only when they are
brought to the attention of the officer at the Branch to whom they are addressed.Instructions that are not
addressed to any particular person will be considered to be addressed to the Manager.
4. Confirmation of telephone instructions-The Customer will confirm telephone instructions to CIBC art the
day that they are given by mailing to the Branch a written confirmation signed by an Authorized Person.CIBC
may,but need not,notify the Customer of any discrepancy between the instructions as understood by it and the
written confirmation from the Customer
5. CJBC declining to act.CIBC may decline to act upon any telephone or fax instructions if it doubts that they
have been properly authorized,accurately transmitted or properly understood by it,
6. Instructions considered valid.All telephone and FAX instructions as acted upon by CJBC will be
conclusively considered to be valid instructions,even if they did not come from an Authorized Person,were not
accurately transmitted,were not properly understood by CHIC(unless CIBC was grossly negligent or engaged
in wilful misconduct in interpreting those instructions),or differ fiueii any following written confirmation.
: e,. !aK:: .--- Ov a r- * , ?r!'..7
5666-03/03
Page 2 of 3
Agreement Respecting Instructions and Information by Telephone and Fax
B. Information transmitted by FAX
7. Information by FAX.The customer authorizes CIBC to rely on all information transmitted by FAX from or
purporting to be from an Authorized Person.
C. General
8. Branch's communication numbers.The Branch's current communication numbers are as set out below.The
Branch will give the Customer written notice of any change in such numbers.Any written notice from one party
to the other is to be made to its address set forth in this agreement(or such other address as it may from time to
time advise).
9. Instructions,etc.effective only at Branch.Telephone and FAX instructions and information given in
accordance with this agreement relate only to dealings of the Customer at the Branch,and are not effective as
regards to any other branch of CIBC.
10. Changes to list of Authorized Persons.The Customer may from time to time notify the Branch of changes to
the list of Authorized Persons.No change to that list is effective until the Branch has received written notice of
the change.
11. Monitoring and functioning of communications facilities.CIBC will use reasonable efforts to monitor its
FAX facilities to determine if it has received any instructions or information from the Customer.CIBC's ability
to act upon telephone and FAX instructions depends upon the normal functioning of the various communication
facilities used by CIBC.CIBC is not liable for any delay or failure to receive telephone or FAX instructions or
information.
12. Liabililty of CIBC.CIBC will not be responsible for any liability,damages,demands or expenses that the
Customer incurs due to CIBC acting or failing to act upon instructions or information received(except for
CIBC's gross negligence or wilful misconduct).In the event of CIBC's gross negligence or wilful misconduct,
its liability to the Customer will be limited to the amount involved in the relevant instruction.CIBC will not in
any event be liable for any incidental,consequential or indirect damages,or for loss of profit.
13. Indemnity.The Customer will indemnify and save CIBC harmless from and against all liabilities,damages,
demands and expenses that CIBC may incur(other than due to its own gross negligence or wilful misconduct),
including without limitation legal fees and disbursements reasonably incurred by CIBC,arising from CIBC
acting or declining to act upon any instruction or information given to CIBC in accordance with this agreement.
This indemnity is in addition to any other indemnity or assurance against loss provided by the Customer to
CIBC.
14. Admissibility of FAX transmission.CIBC may,if necessary,enter in evidence in any trial the FAX
transmission received by CIBC(or any photocopy of such a transmission)as if it were the original document,
and the FAX copy will be sufficient and valid proof of the information contained in the FAX communication.
15. Notice.Either party may give notice to the other by personal delivery or by FAX communication in accordance
with this agreement.
(2)For corporations 16. Board authorization.(2)The Customer's Board of Directors has authorized the signing of this agreement.
only.Otherwise only.Otherwise delete.
delete.
17. Valid agreement.This agreement is a valid and binding obligation of the Customer,enforceable in accordance
with its terms.
5666-03/03
Page 3 of 3
Agreement Respecting Instructions and Information by Telephone and Fax
18. This agreement additional.The terms of this agreement are in addition to,and not in substitution for,the
terms of any other agreement between the Customer and CIBC.If any conflict arises between this and any other
agreement with the Customer,the terms of this agreement will prevail.
Quebec only. 19. The Customer hereby confirms the express wish that this agreement and any related documents be drawn up in
English only and declares to be satisfied therewith.Le client confirme sa volone expresse de voir la presente
convention et les documents s'y rattachant tidies en langue anglaise seulement et s'en declare satisfait.
Dated > evY>be- , 0 3
for ((ap;/b de) dF 'rift Ardic.d..c,sry
Customer's Name
�Ar r/ ,-, I .E ASe
Authorized Signature
114
Authorized Signature
Customer's Address: C2C)&i3C I((
Sime V)Li
1\Icx �O
Note: 1. The corporate seal,if one exists,should be affixed(BMO II-3-12.03).
Branch's numbers:
Telephone: (.cf] IN 3I! /t1Kr- fed 6
Fax: ( 7 / P9— 36547
CPageIBC 7593-00/09
lof2
Financial Advice Agreement for Small Business
The Business(either the sole proprietorship,partnership,corporation or unincorporated association whose name is set out at the end of
this Agreement)understands and agrees with Canadian Imperial Bank of Commerce(CIBC)as follows:
1. Financial Advice from CIBC
CIBC has assigned to the Business an adviser(CIBC Adviser)to provide the Business with access to various products and
services as well as financial advice.There is no charge for any advice the Business receives from CIBC.The Business has
absolutely no obligation to generate any revenue for CIBC,even if CIBC provides the Business with written plans or reports.
2. What Services will the CIBC Adviser Provide to the Business?
The Business can instruct its CIBC Adviser to transfer money between the Business'CIBC accounts,to perform other account
transactions for the Business and,if written arrangements are made,to buy or sell certain types of investments.The Business can
give the CIBC Adviser instructions in face-to-face meetings and,if written arrangements are made,by telephone and fax.
If requested by the Business,the CIBC Adviser can provide financial advice on a range of matters to help the Business build and
protect its net worth,make appropriate financial decisions,and achieve its financial goals.If requested,the advice can include
investment planning,cash flow planning,credit planning,and other matters.Written reports can also be requested on certain
matters.This Agreement applies to all advice the Business receives from CIBC,whether through the CIBC Adviser or otherwise.
3. What is the Business's Role?
Providing CIBC with Accurate,Complete and Up-to-Date Information:Unless CIBC is provided with accurate,complete
and up-to-date information,CIBC's advice maybe inappropriate for the Business.As well,before the Business acts on advice
received from CIBC,the Business should check with its CIBC Adviser to ensure that it is acting on the latest available financial
information and that the advice is still appropriate for its financial situation.If the Business asks its CIBC Adviser for assistance
in carrying out a specific plan and the Business'circumstances change or the Business wants to change the plan for some other
reason,the Business should contact its CIBC Adviser.
Deciding Whether to Act on the Advice:It is up to the Business to decide whether or not to follow the advice received from
CIBC.The Business is the best judge of what is right for the Business.
4. Tax, Insurance and Legal Information and Advice
CIBC can provide general information and advice on certain tax,insurance,and legal matters. The Business acknowledges and
agrees that CIBC does not provide tax,insurance,or legal advice tailored to a specific business or situation.To understand and
confirm the Business' specific tax,insurance,and legal needs and how best to fulfil them,the Business must consult either a tax,
insurance,or legal professional,as applicable.
5. Investment Planning and the Asset Allocation Model
CIBC uses an asset allocation model for investment planning.The model distributes assets among various investment categories
and looks at the relationship between the markets for various types of investments.The asset allocation model recommends a
portfolio based on those long-term behaviours to optimize long term risk/return considerations taking into account the Business'
need for growth of capital,concern for safety,time horizon,liquidity needs,currency needs and investment knowledge.The
model does not use market timing to attempt to achieve results,and it assumes that investments are not made with borrowed
funds.
Any rates used by CIBC to illustrate possible returns are not predictions or estimates by CIBC;of the rate of return the Business
may earn.The rates are based on historical data and CIBC is not responsible,and cannot be held liable,if investments fail to
perform as they have in the past
6. Advice on Investment Products
CIBC will not provide advice on mutual funds that are not sponsored or endorsed by CIBC,or on specific equities,options or
corporate bonds.Recommendations will be made only from these investment categories: CIBC mutual funds,CIBC's
discretionary investment managed accounts,investments issued or guaranteed by CIBC,commercial paper and government debt.
Commercial paper,CIBC mutual funds,CIBC's discretionary investment managed accounts and government debt are not
obligations of CIBC and CIBC does not guarantee their payment or earnings.Canada Deposit'Insurance Corporation does not
insure commercial paper,mutual funds,managed accounts,bankers' acceptances or deposits in U.S.or other foreign currency.
The Business acknowledges and agrees that the value of all investments will fluctuate in accordance with market conditions,
creditworthiness of the issuer,term to maturity and other factors.
1 of 2 9/24/03 9:10:33 AM
7593-00/09
Page 2 of 2
Financial Advice Agreement for Small Business (cont'd)
7. CIBC Adviser Compensation
CIBC Advisers may receive compensation from CIBC in the form of a salary and a bonus payment based on service quality,
compliance with CIBC policies and regulatory requirements,and the value of assets which the:.Business holds in,or invests
through,the CIBC group of companies.The Business authorizes CIBC to share with other companies in the CIBC group of
companies information about the Business,which is information necessary to calculate the CIBC Adviser's compensation.No
third party pays any compensation to CIBC Advisers.
8. For Quebec Residents
The Business confirms that this Agreement and any related documents be drawn up in English.Le client confirme sa volonte
expresse de voir la presente convention et les documents s'y rattachant rediges en langue anglaise.
9. Entire Agreement
The Business and CIBC understand and agree that this Agreement constitutes the complete agreement between the parties with
respect to the subject matter of this Agreement.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the province or territory where the Business'
head office is located and the applicable laws of Canada.
Dated the day of 14CVerr7 r ,
err CeireciA nail T4 adiut#44,1ry
a rx l49-+/H/Mk r_E] Canadian Im Bank of Commerce
(Insert Full Legal Name of Business)
moo,.
Per: Per f` /p4"1 ""�
Name . blame of CIB Adviser l�
11‘
IINCe AoV,
Title // B ch Address
Per:
Name Telephone Number
( 7oti -731 ,
Title
I/We have the authority to bind the Business.
(CIBC online document)
2 of 2 9/24/03 9:10:33 AM