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Home My WebLink AboutBy-law No. 2009-108 THE CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2009-108 A BY-LAW TO AUTHORIZE THE EXECUTION OF LOAN AGREEMENT BETWEEN THE MUNICIPALITY OF BAYHAM AND ROYAL BANK OF CANADA WHEREAS the Council of the Municipality of Bayham passed by-law 2009-003 to authorize borrowing from time to time to meet current expenditures during the fiscal year ending December 31, 2009; AND WHEREAS the Council of the Municipality of Bayham passed by-law 2009-095 to authorize the borrowing of money by way of temporary advances to meet expenditures made in connection with the water infrastructure renewal project; AND WHEREAS the Council of the Corporation of the Municipality of Bayham now deems it necessary and expedient to enter into a loan agreement with the Royal Bank of Canada; 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 Royal Bank of Canada and the Municipality of Bayham; 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 17th DAY OF SEPTEMBER 2009. 4I t_�. ♦' `fif- -15,f2 E RBC t'- c m 63 J L aO O7-1 & Royal Bank FORM 460(Rev 09!2008) Rrc, •Rroi.le.ed trndrmerk of Rrwnl Finnic of rnnnrin RRr Rnvn1 Rnnk i,n r'ai.1mM trmimmark of Rn.,t Rink of f'.nndn ROYAL BANK OF CANADA LOAN AGREEMENT DATE:Au,ust 4, 2009 BORROWER: SRF: CORPORATION OF THE MUNICIPALITY OF BAYHAM • 855834693 ADDRESS(Street,City/Town,Province,Postal Code) PO BOX 160, 9344 PLANK RD Royal Bank of Canada(the"Bank")hereby confirms to the undersigned(the"Borrower")the following credit facilities(the"Credit Facilities"),banking services and other products subject to the terms and conditions set forth below and in the standard terms provided herewith(collectively the"Agreement").The Credit Facilities are made available at the sole discretion of the Bank and the Bank may cancel or restrict availability of any unutilized portion of these facilities at any time and from time to time. CREDIT FACILITIES Revolving demand facility in the amount of $700,000.00,available by way of RBP based loans, Business account# 1011923 Transit#05102 Minimum retained balance$0.00 Revolved by the Borrower in increments of$5,000.00 Interest rate: RBP+0.00%per annum. Interest payable monthly, in arrears,on the same day each month as determined by the Bank. Margined:Yes[ ] No[X] VISA business to a maximum of$20,000.00 governed by this Agreement and separate agreement(s)with the Bank.In the event of a conflict between agreements,the separate agreement(s)will govern. Revolving demand facility in the amount of $2,200,000.00,available by way of RBP based loans, Business account# 1011923 Transit#05102 Minimum retained balance$0.00 Revolved by the Borrower in increments of$5,000.00 Interest rate:RBP+0.00%per annum. Interest payable monthly, in arrears, on the same day each month as determined by the Bank. Margined: Yes [ ] No[X] SECURITY Security for the Borrowings and all other obligations of the Borrower to the Bank(collectively,the"Security"), shall include: a) Ontario Municipal Corporations temporary borrowing by-law on the Bank's form 348 signed by the Borrower supported by Ontario Municipal Corporations statement by treasurer re:borrowing on the Bank's form 349 signed by the Treasurer; b) Letter Agreement re:borrowing By-law signed by the Borrower. FEES N/A REPORTING REQUIREMENTS The Borrower will provide to the Bank: a) Annual accountant prepared and audited financial statements not later than 210 days after each fiscal year end; b) Such other financial and operating statements and reports as and when the Bank may reasonably require. EVENTS OF DEFAULT Without affecting or limiting the right of the Bank to terminate or demand payment of,or to cancel or restrict availability of any unutilized portion of,any demand or other discretionary facility,each Event of Default shall entitle the Bank,in its sole discretion,to cancel any Credit Facilities,demand immediate repayment in full of any amounts outstanding under any term facility,together with outstanding accrued interest and any other indebtedness under or with respect to any term facility,and to realize on all or any portion of any Security.The term Event of Default has the meaning set out in the Loan Agreement Standard Terms(Form 472)and includes,without limitation, each of i)failure of the Borrower to pay any principal,interest or other amount when due pursuant to this Agreement,ii)failure of the Borrower to observe any covenant,condition or provision contained in this Agreement or in any documentation relating hereto or to the Security and iii)if in the opinion of the Bank there is a material adverse change in the financial condition,ownership structure or composition or operation of the Borrower,or any Guarantor if applicable. BUSINESS LOAN INSURANCE PLAN This group creditor insurance program,underwritten by Sun Life Assurance Company of Canada,is offered to borrowers and provides life and disability insurance on eligible owner(s)/partner(s)/management of the Borrower for the Borrowings. To apply for this insurance,a Business Loan Insurance Plan Application(form 3460)must be completed for each proposed insured. This plan is subject to terms,conditions,exclusions and eligibility restrictions. Please see the Business Loan Insurance Plan Certificate of Insurance for full details.Business Loan Insurance Plan premiums,if applicable,are taken with your scheduled loan payments.In the case of blended payments of principal and interest,as premiums fluctuate based on various factors such as,by way of example,the age of the insured and changes to the insured loan balance,a part of the premium payment may be deducted and taken from the scheduled blended Ioan payment with the result that the amortization period may increase in the case of any such loan to which this coverage applies.Refer to the Business Loan Insurance Plan application(form 3460 Eng or 53460 Fr)for further explanation and disclosure. The Borrower(s),by signing below,acknowledges that life and disability insurance for Borrowings was offered under the Business Loan Insurance Plan,and that: (X)Any applications for this insurance have been made and may be subject to approval,as outlined in the Certificate of Insurance which the Borrower has received. ( )The offer of insurance has been waived. ( )The owner(s)/partner(s)/management of the Borrower(s)are ineligible for this insurance(under 18 or over age 64),or the credit facilities,banking services or other products provided for in this Agreement are not eligible for this insurance. ( )The Borrowings currently have Business Loan Insurance Plan coverage,and no increase in coverage has been requested. If there are any discrepancies between the insurance information above,and the Business Loan Insurance Plan documents regarding the Borrowings,the Business Loan Insurance Plan documents govern. STANDARD TERMS The following standard terms have been provided to the Borrower: [X]Form 472(06/2008)Royal Bank of Canada Loan Agreement-Standard Terms [ ]Form 473 (09/2006)Royal Bank of Canada Loan Agreement-Margined Account Standard Terms [ ]Form 475(09/2006)Royal Bank of Canada Loan Agreement-Financial Covenants Standard Terms [ 1 Form 476(09/2006)Royal Bank of Canada Loan Agreement-FEF Contract Standard Terms ACCEPTANCE This Agreement is open for acceptance until September 30, 2009, after which date it will be null and void,unless extended in writing by the Bank. ROYAL BANK OF CANADA Per: Name:Bruce Kendrick Title: Account Manager Phone:519-842-6944 CONFIRMATION & ACCEPTANCE The Borrower(i)confirms that it has received a copy of the Royal Bank of Canada Loan Agreement Standard Terms,form 472(06/2008),as well as all other standard terms which are herein above shown as having been delivered to the Borrower,all of which are incorporated in and form an integral part of this Agreement;and(ii) accepts and agrees to be bound by the terms and conditions of this Agreement including all terms and conditions contained in such standard terms. Confirmed,accepted and agreed this /714—day of .�etyi ,20 0 CORPORATION OF THE MUNICIPALITY OF BAYHAM iI Per: /I Al Ii _A .! - Name: A Lynn I 2 Title: ,1i •L;,, j Per: Name: ay,a,r1 n rhi// Title: 7:).ep Cleric Per: Name: Title: