Loading...
By-law No. 2007-080 CORPORATION OF THE MUNICIPALITY OF BAYHAM BY-LAW NO. 2007-080 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT BETWEEN THE MUNICIPALITY OF BAYHAM AND CANADIAN IMPERIAL BANK OF COMMERCE WHEREAS the Municipality of Bayham has an existing loan with the Canadian Imperial Bank of Commerce authorized under by-law 99-93; AND WHEREAS the Council of the Corporation of the Municipality of Bayham now deems it necessary and expedient to renew the credit agreement with Canadian Imperial Bank of Commerce; 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 Canadian Imperial Bank of Commerce 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 16TH DAY OF AUGUST,2007. MA •R CLERK CIBC 200 Broadway Tillsonburg, Ontario N4G 5A7 July 6, 2007 The Corporation of the Municipality of Bayham P.O. Box 160 9344 Plank Road Straffordville, Ontario NOJ 1Y0 Attention: Suzanne Mantel - Treasurer Dear Sirs: We, Canadian Imperial Bank of Commerce ("CIBC"), are pleased to establish the following Credits for you, our customer. Credit A: Demand Instalment Loan Loan Amount: $932,121,99. Purpose: To confirm existing advances to assist with sewer work projects. Interest Rate: Fixed rate of 6.25% per year. Scheduled Payments: Unless we make demand, you will pay CIBC as follows: 10 regular blended semi-annual payments of $109,971.35 each. The next regular monthly payment is due on October 11, 2007. The last payment, plus any outstanding principal and interest together with any other amount due under this Agreement, is due on April 11, 2012. Security Security: The following security is required: Other security: Capital expenditure borrowing By-law dated Dec. 2, 1999 Reporting Requirements Reporting (1) Within 150 days of each fiscal year-end, financial statements for that Requirements: fiscal year on an audited basis. (2) Within 150 days of each fiscal year-end, approved budget document for the next fiscal year. The Corporation of the Municipality of Bayham July 6, 2007 Fees Review: A fee of $17/00, payable on the Scheduled Review Date and annually thereafter. Amendment: If you require an amendment to this Agreement, there will be a fee of $150.00. Other Provisions Calculations: The calculations made under the "Covenants" and "Reporting Requirements" sections of this Agreement are to be done on a consolidated basis. Next Scheduled Review Date: June 30, 2008 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 August 31, 2007, then this offer will expire. Upon acceptance, this Agreement replaces the existing credit agreement dated July 5, 2006, 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, Canadian Imperial Bank of Commerce by: Larry alendino Credit Specialist Phone no.: (519) 426-4630 ext. 402 Fax no.: (519) 426-3971 2 of 3 The Corporation of the Municipality of Bayham July 6, 2007 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). ii Accepted this/', tk day of A 46 Li.51. ,x0.0 7 The Corporation of the Municipality of Bayham By: Name: 4, ' Title: /V1 o r By: 1;7,.:::1< l Name: L N.. M e I1 Ovr—C9 Title: e L-ILde- 3 "r c.3 of 3 6326-99/06 IW P51 C RED) C ITC Schedule - Standard Credit Terms ARTICLE 1 - GENERAL 1.1 Interest Rate. You will pay interest on each Credit at nominal information, negotiating a change in the interest rate or fees,or rates per year equal to: asking you to get further accounting assistance, put more cash into the business, provide more security, or produce a satisfactory (a) for amounts above the Credit Limit of a Credit or a part of a business plan. It is important to us that your business succeeds. Credit or for amounts that are not paid when due, the Default We may, however, at our discretion, demand immediate repayment Interest Rate, and of any outstanding amounts under any demand Credit. We may also, at any time and for any cause, cancel the unused portion of (b) for any other amounts, the rate specified in this Agreement. any demand Credit. 1.2 Variable interest. Each variable interest rate provided for 1.7 Payments. If any payment is due on a day other than a under this Agreement will change automatically, without notice, Business Day, then the payment is due on the next Business Day. whenever the Prime Rate or the U.S. Base Rate,as the case may be, changes. 1.8 Applying money received. If you have not made payments as required by this Agreement, or if you have failed to satisfy any term 1.3 Payment of interest. Interest is calculated on the daily balance of this Agreement(or any other agreement you have that relates to of the Credit at the end of each day. Interest is due once a month, this Agreement), or at any time before default but after we have unless the Agreement states otherwise. Unless you have made given you appropriate notice, we may decide how to apply any other arrangements with us, we will automatically debit your money that we receive. This means that we may choose which Operating Account for interest amounts owing. If your Operating Credit to apply the money against, or what mix of principal, interest, Account is in overdraft and you do not deposit to the account an fees and overdue amounts within any Credit will be paid. amount equal to the monthly interest payment, the effect is that we will be charging interest on overdue interest(which is known as 1.9 Information requirements. We may from time to time compounding). Unpaid interest continues to compound whether or reasonably require you to provide further information about your not we have demanded payment from you or started a legal action, business. We may require information from you to be in a form or get judgment, against you. acceptable to us. 1.4 Default Interest. To determine whether Default Interest is to 1.10 Insurance. You will keep all your business assets and property be charged, the following rules apply: insured (to the full insurable value) against loss or damage by fire and all other risks usual for property such as yours (plus for any (a) Default Interest will be charged on the amount that exceeds other risks we may reasonably require). If we request, these policies the Credit Limit of any particular Credit. will include a loss payee clause land if you are giving us mortgage security, a mortgagee clause). As further security, you assign all (b) If there are several parts of a Credit, Default Interest will be insurance proceeds to us. If we ask, you will give us either the charged if the Credit Limit of a particular part is exceeded. For policies themselves or adequate evidence of their existence. If your example, if Credit A's limit is $250,000, and the limit of one part is insurance coverage for any reason stops, we may (but do not have $100,000 and the limit of that part is exceeded by $25,000, Default to) insure the property. We will automatically debit your Operating Interest will be charged on that $25,000 excess, even if the total Account for these amounts. Finally, you will notify us immediately amount outstanding under Credit A is less than $250,000. of any loss or damage to the property. 1.5 Fees. You will pay CIBC's fees for each Credit as out lined in 1.11 Environmental. You will carry on your business, and maintain the Letter. You will also reimburse us for ell reasonable fees your assets and property, in accordance with all applicable (including legal fees) and out-of-pocket expenses incurred in environmental laws and regulations. If(a) there is any release, registering any security, and in enforcing our rights under this deposit, discharge or disposal of pollutants of any sort(collectively, Agreement or any security. We will automatically debit your a "Discharge") in connection with either your business or your Operating Account for fee amounts owing. property, and we pay any fines or for any clean-up, or (b) we suffer any loss or damage as a result of any Discharge, you will reimburse 1.6 Our rights re demand Credits. At CIBC, we believe that the CIBC, its directors, officers, employees and agents for any and all banker-customer relationship is based on mutual trust and respect. losses, damages, fines, costs and other amounts (including amounts It is important for us to know all the relevant information )whether spent preparing any necessary environmental assessment or other good or bad) about your business. CIBC is itself a business. reports, or defending any lawsuits) that result. If we ask, you will Managing risks and monitoring our customers' ability to repay is defend any lawsuits, investigations or prosecutions brought against critical to us. We can only continue to lend when we feel that we CIBC or any of its directors, officers, employees and agents in are likely to be repaid. As a result, if you do something that connection with any Discharge. Your obligation to us under this jeopardizes that relationship, or if we no longer feel that you are section continues even after all Credits have been repaid and this likely to repay all amounts borrowed, we may have to act. We may Agreement has terminated. decide to act, for example, because of something you have done, information we receive about your business, or changes to the 1.12 Consent to release information. We may from time to time economy that affect your business. Some of the actions that we give any credit or other information about you to, or receive such may decide to take include requiring you to give us more financial information from, (a) any financial institution, credit reporting The Corporation of the Municipality of Bayham 1 of 3 July 6, 2007 agency, rating agency or credit bureau, (b) any person, firm or is fixed for the term of the loan, but the interest rate varies corporation with whom you may have or propose to have financial with changes in the Prime or U.S. Base Rate (as the case may dealings, and (c) any person, firm or corporation in connection with be). If the Prime or U.S. Base Rate during any month is lower any dealings you have or propose to have with us. You agree that than what the rate was at the outset, you may end up paying we may use that information to establish and maintain your off the loan before the scheduled end date. If, however, the relationship with us and to offer any services as permitted by law, Prime or U.S. Base Rate is higher than what it was at the including services and products offered by our subsidiaries when it outset, the amount of principal that is paid off is reduced. As is considered that this may be suitable to you. a result, you may end up still owing principal at the end of the term because of these changes in the Prime or U.S. Base Rate. 1.13 Our pricing policy. Fees, interest rates and other charges for your banking arrangements are dependent upon each other. If you (ii) Payments of principal plus interest. If you have a decide to cancel any of these arrangements, you will have to pay us Floating Rate Loan that has regular principal payments, plus any increased or added fees, interest rates and charges we interest, the principal payment amount of your Loan is due on determine and notify you of. These increased or added amounts are each payment date specified in the Letter. The interest effective from the date of the changes that you make. payment is also due on the same date, but it is debited from your Operating Account one or two banking days later. 1.14 Proof of debt. This Agreement provides the proof, between Although the principal payment amount is fixed, your interest CIBC and you, of the credit made available to you. There may be payment will usually be different each month, for at least one times when the type of Credit you have requires you to sign and possibly more reasons, namely: the reducing principal additional documents. Throughout the time that we provide you balance of your loan, the number of days in the month, and credit under this Agreement, our loan accounting records will changes to the Prime Rate or U.S. Base Rate (as the case may provide complete proof of all terms and conditions of your credit be). (such as principal loan balances, interest calculations, and payment dates). (c) Prepayment. Unless otherwise agreed,the following terms apply to prepayment of any Instalment Loan: 1.15 Renewals of this Agreement. This Agreement will remain in effect for your Credits for as long as they remain unchanged. We (i) Floating Rate Instalment Loans. You may prepay all or have shown a Next Scheduled Review Date in the Letter. if there part of a Floating Rate Instalment Loan (whether it is a are no changes to the Credits this Agreement will continue to apply, Demand or a Committed Loan) at any time without notice or and you will not need to sign anything further. If there are any penalty. changes, we will provide you with either an amending agreement, or a new replacement Letter, for you to sign. (ii) Fixed Rate Instalment Loans. You may prepay all or part of a Fixed Rate Instalment Loan, on the following condition. 1.16 Confidentiality. The terms of this Agreement are confidential You must pay us, on the prepayment date, a prepayment fee between you and CIBC. You therefore agree not to disclose the equal to the interest rate differential for the remainder of the contents of this Agreement to anyone except your professional term of the Loan, in accordance with the standard formula advisors. used by CIBC in these situations. 1.17 Pre-conditions. You may use the Credits granted to you under (d) Demand of Fixed Rate Demand Instalment Loans. If you have this Agreement only if: a Fixed Rate Demand Instalment Loan and we make demand for payment, you will owe us (I) all outstanding principal, (ii) interest, (a) we have received properly signed copies of all documentation (iii) any other amount due under this Agreement, and (iv) a that we may require in connection with the operation of your prepayment fee. The prepayment fee is equal to the interest rate accounts and your ability to borrow and give security; differential for the remainder of the term of the loan, in accordance (b) all the required security has been received and registered to with the standard formula used by CIBC in these situations. our satisfaction; (c) any special provisions or conditions set forth in the Letter have ARTICLE 2 - DEFINITIONS been complied with; and (d) if applicable, you have given us the required number of days 2.1 Definitions. In this Agreement,the following terms have the notice for a drawing under a Credit. following meanings: 1.18 Notices. We may give you any notice in person or by "Business Day"means any day (other than a Saturday or a Sunday) telephone, or by letter that is sent either by fax or by mail. that the CIBC Branch/Centre is open for business. 1.19 instalment Loans. The following terms apply to each "CIBC Branch/Centre"means the CIBC branch or banking centre Instalment Loan. noted on the first page of this Agreement, as changed from time to time by agreement between the parties. (a) Non-revolving loans. Unless otherwise stated in the Letter, any Instalment Loan is non-revolving. This means that any principal "Credit"means any credit referred to in the Letter, and if there are payment made permanently reduces the available Loan Amount. two or more parts to a Credit, "Credit" includes reference to each Any payment we receive is applied first to overdue interest, then to part. current interest owing, then to overdue principal,then to any fees and charges awing, and finally to current principal. "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, (b) Floating Rate Instalment Loans. Floating Rate Instalment "Credit Limit" includes reference to each such part. Loans may have either(i) blended payments or(ii) payments of fixed principal amounts, plus interest, as described below. "Default Interest Rate",unless otherwise defined in the Letter, means the Standard Overdraft Rate. (i) Blended payments. If you have a Floating Rate Loan that has blended payments, the amount of your monthly payment The Corporation of the Municipality of Bayham 2 of 3 July 6, 2007 'Demand Instalment Loan"means an Instalment Loan that is payable upon demand. Such a Loan may be either at a fixed or a floating rate of interest. "Fixed Rate Instalment Loan"means an Instalment Loan that is also a Fixed Rate Loan. "Fixed Rate Loan"means any loan drawn down, converted or extended under a Credit at an interest rate which was fixed for a term, instead of referenced to a variable rate such as the Prime Rate or U.S. Base Rate, at the time of such drawdown, conversion or extension. For purposes of certainty, a Fixed Rate Loan includes a LIBOR Loan. "Floating Rate Instalment Loan"means either an Instalment Loan that is either a Prime Rate Loan or a Base Rate Loan. "Instalment Loan"means a loan that is repayable either in fixed instalments of principal, plus interest, or in blended instalments of both principal and interest. A Demand Instalment Loan is repayable on demand. A Committed Instalment Loan is repayable only upon the occurrence of an Event of Default. "Letter"means the letter agreement between you and CIBC to which this Schedule and any other Schedules are attached. "Operating Account"means the account that you normally use for the day-to-day cash needs of your business, and may be either or both of a Canadian dollar and a U.S.dollar account. "Prime Rate"means the variable reference rate of interest per year declared by CIBC from time to time to be its prime rate for Canadian dollar loans made by CIBC in Canada. "Prime Rate Loan"means a Canadian dollar loan on which interest is calculated by reference to Prime Rate. "Standard Overdraft Rate"means the variable reference interest rate per year declared by CIBC from time to time to be its standard overdraft rate on overdrafts in Canadian or U.S. dollar accounts maintained with CIBC in Canada. The Corporation of the Municipality of Bayham 3 of 3 July 6, 2007