32-2005 Borrowing upon debentures $62,808,331.03

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EXECUTION COPY THE CORPORATION OF THE COUNTY OF ESSEX BY -LA W NO. 32-2005 BEING A BY -LA W TO APPROVE AN APPLICA TION BY THE CORPORA TION OF THE CITY OF WINDSOR TO THE CORPORATION OF THE COUNTY OF ESSEX REQUESTING THE CORPORATION OF THE COUNTY OF ESSEX TO INCUR DEBT AND ISSUE DEBENTURES IN RESPECT OF CERTAIN PURPOSES OF THE CORPORATION OF THE CITY OF WINDSOR AND TO AUTHORIZE THE BORROWING UPON DEBENTURES IN THE AGGREGA TE PRINCIPAL AMOUNT OF $62,808,331.03 FOR THE PURPOSES OF THE CORPORA TION OF THE COUNTY OF ESSEX AND THE CORPORATION OF THE CITY OF WINDSOR WHEREAS subsection 401(1) of the Municipal Act, 2001, as amended (the "Act") provides that a municipality may incur a debt for municipal purposes, whether by borrowing money or in any other way, and may issue debentures and prescribed financial instruments and enter prescribed financial agreements for or in relation to the debt; AND WHEREAS Subsection 40l(2)(c) of the Act provides that the municipal purposes referred to in Subsection 401(1) include, among other purposes, the purposes of one or more other municipalities if any Act authorizes or requires the municipalities to provide money for any purpose jointly; AND WHEREAS subsection 404(1) of the Act provides that a municipality may incur debt and issue debentures for another municipality under subsection 40l(2)(c) only if the other municipality applies to the municipality and the municipality agrees; AND WHEREAS subsection 404 (14) of the Act provides that all debentures issued under section 404 are direct, joint and several obligations of the municipality and any applicant municipality for which it borrows money; AND WHEREAS Action No. 01-GD-529l2 in the Ontario Superior Court of Justice (the "Action") between The Corporation of the County of Essex (the "County"), The Corporation of the City of Windsor (the "City"), the Essex-Windsor Solid Waste Authority and Transit Windsor, as plaintiffs and MFP Financial Services Limited, Leasing Infrastructure Financing Trust 1 ("LIFT"), Sun Life Assurance Company of Canada ("Sun Life") and others as defendants, wherein the plaintiffs claim against the defendants, among other things, rectification of certain financing instruments referred to therein, is being settled, subject to certain conditions being satisfied, on terms that include: i) the assignment by LIFT to Sun Life of the indebtedness of the City and the County to LIFT (the "Assigned Indebtedness") in respect of the financing of the development of the landfill site located in the Town of Essex and the serving of the waste disposal needs of the County and the City (the "Project"); ii) the issuance by the County of debentures on its own behalf and on behalf of the City in the name of Sun Life which results in the City and the County replacing their indebtedness to LIFT with their joint and several obligations to Sun Life under the debentures; and iii) concurrent with ii) above, the cancellation of the Assigned Inde btedness; AND WHEREAS the County has indicated that it is prepared to issue debentures in respect of the County's share of the Project (the "County's Share") and in respect of the City's share of the Project (the "City's Share") if the City applies to the County pursuant to section 404 of the Act on the basis that the County will issue debentures in the aggregate principal amount of $62,808,331.03 for the Project; AND WHEREAS the apportionment of the capital costs that are to be borne by the County and by the City in respect of the Project is as follows: