Loading...
By-law No. 1998-006 CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 98-06 BEING A BY-LAW TO AUTHORIZE THE MAYOR AND ADMINISTRATOR/TREASURER TO EXECUTE A CREDIT AGREEMENT WITH THE CANADIAN IMPERIAL BANK OF COMMERCE FOR THE PROVISION OF FINANCIAL SERVICES WHEREAS Section 80(1)of the Municipal Act R.S.O. 1990, Chapter M.45,as amended requires the Treasurer to open an account or accounts in the name of the municipality at such place of deposit as may be approved by the Council; AND WHEREAS the Transition Board for the Municipality of Bayham at its meeting held September 8th, 1997 determined that financial services for the Municipality shall be provided by the Canadian Imperial Bank of Commerce; AND WHEREAS the Council of the Corporation of the Municipality of Bayham deems it appropriate to enter into an Agreement with the Canadian Imperial Bank of Commerce for the provision of financial services. THEREFORE THE COUNCIL OF THE CORPORATION OF THE MUNICIPALITY OF BAYHAM ENACTS AS FOLLOWS: 1. THAT the Mayor and Administrator/Treasurer are hereby authorized and directed to execute the confidential agreement between the Corporation of the Municipality of Bayham and the Canadian Imperial Bank of Commerce dated December 12, 1997 for the provision of financial services for the Municipality. READ A FIRST AND SECOND TIME this 5th day of January, 1998. READ A THIRD TIME AND FINALLY PASSED this 5th day of January, 1998. II_ MAYOR ' CL RK DEC. -23' 97 (TUE) 16:04 CIBC TILLSONBURG TEL:519 842 7331 P 002 December 23, 1997 Mrs Lynn Buchner Administrator/Clerk-Treasurer The Corporation of the Municipality of Bayham Straffordville,Ontario NOJ 1Y0 Dear Madam: CREDIT AGREEMENT Canadian Imperial Bank of Commerce ("CIBC" ) is pleased to confirm that, subject to the acceptance of The Corporation of the Municipality of Bayham (the "Customer") , CISC has established in favour of the Customer various demand credit facilities (each a "Facility") as set out below. The provisions are as follows: Facility A - Operating Loan credit Limit C$902, 500 Type & A demand credit facility under which the Customer Availment may obtain on a revolving basis Canadian dollar loans Interest Rate Prime Rate minus .50 .% per year Purpose For the Customer' s 97 current expenditures Special Demand Loan note form 62D signed in accordance Provisions/ with signing authorities on file is to be provided for each advance under this facility Scheduled The revolving loan will fluctuate in increments Repayment of C$10, 000 . 00 BEG. -23' 97 (TUE) 1614 GIBG TILLSONBURG TEL 519 842 7331 P 003 - 2 - Facility. B - Capital Loan Credit Limit C$49,408 .48 Type & A demand credit facility under which the Customer Availment may obtain on a non-revolving basis Canadian dollar loans Interest Rate Prime Rate minus _ 50% per year, payable monthly. Purpose Confirm existing facility utilized for 1994 capital expenditures , Scheduled Subject to earlier required payment on demand as Payments set out below, the Customer will pay to CIBC all principal amounts outstanding in 34 quarterly principal instalments $1,497 .20 payable on the 25th Day of March, June, September, December, with the next principal instalment payable on Mar_ 15, 1998, and a final principal instalment of $1, 498 , 09, together with any other amounts then outstanding or accrued under this Facility, payable on March 15, 2006 . Special Provisions/ Conditions . Facility C - Capital Loan Credit Limit C$157, 764 .00 Type & A demand credit facility under which the Customer Availment may obtain on a non-revolving basis Canadian dollar loans. Interest Rate Prime Rate minus. 50% per year, payable monthly. DEC. -23. 97 (TUE) 16:05 CIBC TILLSONBURG TEL:519 842 7331 P 004 3 - Purpose Provide funds for unfunded 1994 Capital Expenditures and 1995 Capital Expenditures- Scheduled Subject to earlier required payment on demand as Payments set out below, the Customer will pay to CIBC all principal amounts outstanding in 34 equal quarterly principal instalments of $4, 780 . 70, payable on the 15th Day of March, June, September, December, with the next principal instalment payable on Mar. 15 , 1998, and a final principal instalment of $4, 781. 60, together with any other amounts then outstanding or accrued under this Facility, payable on March 15, 2006 . Special Demand Loan note form 62D signed in accordance Provisions/ with signing authorities on file is to be provided Conditions for each advance under this facility. Facility n - Capital Loan Credit Limit C$131, 182 . 92 - Type & A demand credit facility under which the Customer Availment may obtain on a non-revolving basis Canadian dollar loans_ Interest Rate Prime Rate minus . 50 per year, payable monthly. Purpose Provide funds for 1996 Capital Expenditures. DEC. -23' 97(TUE) 16:05 CIBC TILLSONBURG TEL 519 842 7331 P 005 - 4 - Scheduled Subject to earlier required payment on demand as Payments set out below, the Customer will pay to CIBC all principal amounts outstanding in 35 equal quarterly principal instalments of $3 , 975 . 24, payable on the 15th Day of March, June, September, December, with the next principal instalment payable on Mar. 15 , 1998, and the final principal instalment , together with any other amounts then outstanding or accrued under this Facility, payable on March 15, 2006 . Special Demand Loan note form 62fl signed in accordance Provisions/ with signing authorities on file is to be provided Conditions for each advance under this facility Facilit E - Co .orate VISA Line Credit Limit C$6, 000 . Type Corporate VISA line, subject to the Customer signing CIBC' s usual documentation. Balance to be liquidated monthly Facility F - Cay ita7. Loran Credit Limit C$19, 570 . 82 Type & Availment A demand credit facility under which the Customer may obtain on a non-revolving basis Canadian dollar loans. Interest Rate Prime Rate minus, 50% per year, payable monthly. Purpose Provide bridge financing for Recreation Society for Market Square Parkette . Scheduled Payments Subject to earlier required payment on demand as set out below, the Customer will pay to CIBC all principal amounts outstanding in 34 equal quarterly principal instalments of $593 . 06 payable on the 15th Day of March, June, September, December, with the next principal instalment payable on Mar_ 15 , 1998, and a final principal instalment of $592 . 90, together with any other amounts then outstanding or accrued under this Facility, payable on March 15 , 2006 . DEG. -23' 97 (TUE) 16 05 CIBC TILLSONBURG TEL:519 842 7331 P 006 - 5 - Special Provisions/ Conditions Demand Loan note form 62D signed in accordance with signing authorities on file is to be provided for each advance under this facility. Facility G - Capital Loan Credit Limit C$251, 114 . 0d - Presently outstanding $108, 934 . 86 63,5-67,31z Type & A demand credit facility under which the Customer Availment may obtain on a non-revolving basis Canadian dollar loans, except that drawdown must occur on or before December 31, 1997 . Interest Rate Prime Rate pminus.50% per year, payable monthly. Purpose Provide funds for 1997 Capital Expenditures_ Scheduled Subject to earlier required payment on demand as Payments set out below, the Customer will pay to CIBC all principal amounts outstanding in 36 equal quarterly principal instalments, payable on the 15th Day of March, June, September, December, with the first principal instalment payable on March 15 1998, and the final principal instalment , together with any other amounts then outstanding or accrued under this Facility, payable on December 15, 2007. Special Demand Loan note form 62D signed in accordance Provisions/ with signing authorities on file is to be provided Conditions for each advance under this facility. General Provisions Credit Usage The Customer will ensure that the total of the Restriction Credit Usages for all Facilitiep does not at any time exceed C$1, 517, 540 . 10 DEG. -23' 97 (TUE) 16:05 CIBC TILLSONBURG TEL:519 842 7331 P 007 - 6 - Pricing Protection. The customer acknowledges that each fee, interest rate and other charge for all the Customer' s banking arrangements with CIBC is priced dependent upon the others. If the Customer cancels any of those banking arrangements, the Customer agrees to be bound to any increased or added fees, interest rates, and charges (as CIBC may determine and notify the Customer) , effective from the date of such cancellation. Increased Costs, Louses, Forgone Return, Etc. If CIBC determines (in its sole and absolute discretion) that any new legal requirement or official regulatory directive or request (including, without limitation, that calling for new or increased reserves, special deposits, tax, capital or other allocation, but excluding that solely imposing increased tax on CIBC' s general income) has or will have the direct or indirect effect of: (a) increasing the cost to CIBC of maintaining any commitment or performing any obligation under this Agreement; (b) reducing any amount received or receivable by CIBC or its effective return in connection with this Agreement or on its capita.; or (c) causing CIRC to make any payment or to forgo any return based on " any amount received or receivable by CIBC in connection with this Agreement; then the Customer will immediately pay to CIBC such additional amount or amounts as shall compensate CIBC for any such cost, reduction, payment or forgone return. Any certificate of CTBC as to any such compensation shall, except for demonstrable error, be conclusive and binding upon the Customer. In determining such compensation, CIBC may use any method of averaging and attribution that it (in its sole and absolute discretion) considers applicable. DEC. -23' 97 (TUE) 16:06 CIBC TILLSONBURG TEL:519 842 7331 P 008 - 7 - Lose of Return Due to Capital Requirements Only. If CIBC determines (in its sole and absolute discretion) that any new legal requirement or official regulatory directive or request affects or would affect the amount of capital required or expected to be maintained by CIBC and that the rate of return on CIBC' s capital is, as a result of CIBC's commitment or other obligations under this Agreement, reduced to a level below that which CIBC could have achieved but for the occurrence of such new requirement, directive or request, then and in each such case upon notice from time to time by CIBC to the Customer, the Customer will immediately pay to CIBC such additional amount or amounts as shall compensate CIBC for any such reduction in rate of return. Any certificate of CIBC as to any such compensation shall, except for demonstrable compensation, be conclusive and binding upon the Customer. In determining such compensation, CIBC may use any method of averaging and attribution that it (in its sole and absolute discretion) considers applicable. Prepayment Clause. The Customer may prepay all or any portion of loans outstanding under Facilities A,B, C,D, F,G so long as (i) such prepayment is from internally generated cash flow or proceeds of issuance of subordinated debt or equity . Any non- scheduled prepayment under a Facility made during any non-revolving portion of its term will permanently reduce the Credit Limit for that Facility and will be applied to any scheduled repayment instalments under the Facility in inverse order of maturity. Confidentiality Clause. The Customer acknowledges and agrees that the terms and conditions recited herein are confidential between the Customer and the CIBC. The Customer agrees not to disclose the information contained herein to a third party without the expressed consent of CIBC. • Repayment and CIBC may on demand require immediate payment of Facility all amounts outstanding or accrued in connection Cancellation with this Agreement . CIBC may, at any time, for any reason and without notice, cancel the undrawn portions of the Facilities. DEG. -23' 97 (TUE) 16. 06 CIBC TILLSONBURG TEL 519 842 7331 P 009 8 Security All security CIBC may now and from time to time hold, plus: (1) Current Expenditure Borrowing By-Law TBO for 1998 on CIRC form 100 . (2) Capital Expenditure By-Law # 94-12 and amendment # 95-35 Port Burwell (3) Capital Expenditure By-Law # 95-28 Port Burwell (4) Capital Expenditure By-Law # 96-31 Port Burwell (5) Amendments to above Capital exjenditure By- Laws, regarding change in repayment, By-Law # 97-14 . Port Burwell (6) Capital Expenditure By-Law # 97-12 Port Burwell Next June 30, 1998 . Scheduled Review Date Please indicate acceptance by returning a signed copy of this Agreement. D C, =27' 97 (TUE) 16:06 CIBC TILLSONBURG TE 519 842 7331 - 9 - Upon acceptance, this Agreement revises the existing Credit Agreements of The Corporation of the Township of Bayham and the Corporation of the Village of Port Burwell dated August 19, 1997 and July 15, 1997 respectively between the Customers ana CIBC, with outstanding availments and security under that Agreement considered to be continuing availments and Security under this Agreement Yours truly, Canadian Imper- 1 = . , of Commerce/til• by: K. . B r y`"'cc aunt Manager Acknowledgement. The undersigned acknowledges that the Customer has received a copy of this Credit Agreement (which includes the attached schedule (s) referred to above) . Accepted January 1998 . The Corporation of the Municipality of Bayham by: //t. „of- Name: Vko1 Title:Mavor by: I Name: Lynn Buchner Title:Administrator/Clerk-Treasurer