Ontario Infrastructure Projects Corporation Act, 2006, S.O. 2006, c. 9 , Sched. I

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Ontario Infrastructure Projects Corporation Act, 2006

S.O. 2006, CHAPTER 9
Schedule I

Note: This Act was repealed on June 6, 2011. See: 2011, c. 9, Sched. 32, ss. 39, 40 (1).

Last amendment: 2011, c. 9, Sched. 32, s. 39.

Definitions

1. (1) In this Act,

“Corporation” means the Ontario Infrastructure Projects Corporation as continued under subsection 2 (1) by the amalgamation of the Ontario Strategic Infrastructure Financing Authority and the Ontario Infrastructure Projects Corporation; (“Société”)

“Minister” means the Minister of Public Infrastructure Renewal or such other member of the Executive Council as may be assigned the administration of this Act under the Executive Council Act; (“ministre”)

“municipality” has the same meaning as in subsection 1 (1) of the Municipal Act, 2001; (“municipalité”)

“public work” means a public work as defined in the Ministry of Government Services Act; (“ouvrage public”)

“related entity” means, in relation to the Corporation, a subsidiary, trust, partnership or other entity established or acquired by the Corporation that is a Crown agent; (“entité liée”)

“subsidiary” means a corporation that is a subsidiary of the Corporation. (“filiale”) 2006, c. 9, Sched. I, s. 1 (1); 2006, c. 33, Sched. Y, s. 1.

Reference to Ontario Municipal Economic Infrastructure Financing Authority, etc.

(2) A reference in a regulation made under this or any other Act to the Ontario Municipal Economic Infrastructure Financing Authority or to the Ontario Strategic Infrastructure Financing Authority shall be deemed to be a reference to the Ontario Infrastructure Projects Corporation as continued under subsection 2 (1). 2006, c. 9, Sched. I, s. 1 (2).

Corporate Matters

Corporation continued

2. (1) Ontario Strategic Infrastructure Financing Authority incorporated on August 19, 2002 under the Corporations Act and Ontario Infrastructure Projects Corporation incorporated on November 7, 2005 under the Business Corporations Act are hereby amalgamated and continued as a corporation without share capital under the name Ontario Infrastructure Projects Corporation in English and Société ontarienne de travaux d’infrastructure in French. 2006, c. 9, Sched. I, s. 2 (1).

Composition

(2) The Corporation is composed of the members of its board of directors. 2006, c. 9, Sched. I, s. 2 (2).

Corporation to change name

(3) The Minister may, by regulation, change the name of the Corporation. 2006, c. 9, Sched. I, s. 2 (3).

Objects of the Corporation

3. The following are the objects of the Corporation:

1. To provide financing for municipalities and for such other public bodies as may be specified by regulation for such purposes as may be specified by regulation.

2. To obtain funding to finance its activities.

3. To exercise powers under the Corporations Tax Act and the Income Tax Act regarding any bond, debenture or other security.

4. To provide the Minister with advice in respect of infrastructure projects in Ontario.

5. To undertake project management and contract management of infrastructure projects in Ontario assigned to the Corporation by the Minister.

6. When requested to do so by the Minister, to provide the Minister with financial, strategic and other advice in respect of Crown assets or interests and to implement or assist in the implementation of transactions in respect of such assets or interests.

7. To engage in such other activities as the Lieutenant Governor in Council may specify. 2006, c. 9, Sched. I, s. 3; 2006, c. 33, Sched. Y, s. 2.

Public work projects

3.1 Despite any other Act, the Corporation may carry out its objects in respect of an infrastructure project concerning a public work that is assigned to the Corporation by the Minister under paragraph 5 of section 3, subject to such terms as are set out in the assignment. 2006, c. 33, Sched. Y, s. 3.

Exemption, public works

3.2 Section 16 of the Ministry of Government Services Act does not apply with respect to an infrastructure project concerning a public work that is assigned to the Corporation by the Minister. 2006, c. 33, Sched. Y, s. 3.

Powers of the Corporation

4. (1) The Corporation has the capacity, rights, powers and privileges of a natural person, except as limited by this Act. 2006, c. 9, Sched. I, s. 4 (1).

Interest in public work

(1.1) Without limiting the generality of subsection (1) and despite subsections 6 (1) and 8 (1) of the Ministry of Government Services Act, the Corporation may acquire, hold, lease or dispose of an interest in real or other property with respect to an infrastructure project concerning a public work that is assigned to the Corporation. 2006, c. 33, Sched. Y, s. 4.

Disposal of real property

(1.2) Any disposal by the Corporation of real property or any interest in real property by way of a grant, sale, lease or otherwise is subject to the approval of the Lieutenant Governor in Council. 2006, c. 33, Sched. Y, s. 4.

Same

(1.3) Subsection (1.2) does not apply to a grant of a lease for a term of less than 21 years or to a grant of easement. 2006, c. 33, Sched. Y, s. 4.

Design, etc., of public works

(1.4) Without limiting the generality of subsection (1) and despite subsection 6 (2) of the Ministry of Government Services Act, the Corporation may design, construct, renovate, service, maintain, repair, furnish, equip, manage and administer premises, buildings and structures that are public works relating to an infrastructure project that is assigned to the Corporation. 2006, c. 33, Sched. Y, s. 4.

Funding

(2) Without limiting the generality of subsection (1), the Corporation or a subsidiary may obtain funding by borrowing money, by issuing bonds, debentures and other securities, by establishing trusts, corporations, partnerships and other entities and by other means. 2006, c. 9, Sched. I, s. 4 (2).

Restriction on borrowing, etc.

(3) The Corporation or a subsidiary shall not borrow, invest or manage financial risks unless the activity is authorized by a by-law and the Minister of Finance has consented to the by-law. 2006, c. 9, Sched. I, s. 4 (3).

Co-ordination of financing activities by Corporation

(4) All borrowing, financing, investment of funds and financial risk management activities of the Corporation or a subsidiary shall be co-ordinated and arranged by the Ontario Financing Authority, unless the Minister of Finance agrees otherwise. 2006, c. 9, Sched. I, s. 4 (4).

Restrictions on borrowing, certain related entities

(5) A related entity that is not a subsidiary shall not borrow, invest or manage financial risks without the consent of the Minister of Finance. 2006, c. 9, Sched. I, s. 4 (5).

Restrictions re subsidiaries, etc.

(6) The Corporation shall not establish or acquire a subsidiary, trust, partnership or other entity unless it is authorized to do so by order of the Lieutenant Governor in Council. 2006, c. 9, Sched. I, s. 4 (6).

Consent of Minister

(7) The consent of the Minister of Finance referred to in subsections (3) and (5) may be general or particular and may include such terms as the Minister of Finance considers advisable. 2006, c. 9, Sched. I, s. 4 (7).

Status as Crown agent

5. (1) Subject to subsections (2) and (3), the Corporation is a Crown agent for all purposes. 2006, c. 9, Sched. I, s. 5 (1).

Exception

(2) The Corporation or a related entity may declare in writing in an agreement, security or instrument that it is not acting as a Crown agent for the purposes of the agreement, security or instrument. 2006, c. 9, Sched. I, s. 5 (2).

Effect of declaration

(3) If the Corporation or a related entity makes a declaration in accordance with subsection (2), the Corporation or related entity shall be deemed not to be a Crown agent for the purposes of the agreement, security or instrument and the Crown is not liable for any liability or obligation of the Corporation or related entity under the agreement, security or instrument. 2006, c. 9, Sched. I, s. 5 (3).

Board of directors

6. (1) The board of directors of the Corporation is composed of at least three and not more than 11 members, or such other number as is prescribed by regulation, who are appointed by order of the Lieutenant Governor in Council. 2006, c. 9, Sched. I, s. 6 (1).

Term of office

(2) The term of office of a director is determined by order of the Lieutenant Governor in Council. 2006, c. 9, Sched. I, s. 6 (2).

Reappointment

(3) A director is eligible to be reappointed. 2006, c. 9, Sched. I, s. 6 (3).

Chair and vice-chairs

(4) The Lieutenant Governor in Council shall by order designate a director as the chair and may designate one or more directors as vice-chairs. 2006, c. 9, Sched. I, s. 6 (4).

Powers and duties of the board

7. (1) The board of directors shall manage or supervise the management of the business and affairs of the Corporation. 2006, c. 9, Sched. I, s. 7 (1).

By-laws

(2) Subject to subsection 4 (3), the board may pass by-laws and resolutions regulating its proceedings and generally for the conduct and management of the affairs of the Corporation. 2006, c. 9, Sched. I, s. 7 (2).

Delegation

(3) Subject to its by-laws and to such conditions and restrictions as may be specified by the board, the board may delegate any of its powers or duties to a committee of the board or to one or more directors. 2006, c. 9, Sched. I, s. 7 (3).

Same

(4) Subject to its by-laws and to such conditions and restrictions as may be specified by the board, the board may delegate powers or duties to manage the business and affairs of the Corporation to one or more officers of the Corporation. 2006, c. 9, Sched. I, s. 7 (4).

Restriction on delegation

(5) The board cannot delegate its power to make by-laws or to approve the financial statements or annual report of the Corporation. 2006, c. 9, Sched. I, s. 7 (5).

Policies and directives of the Minister

8. (1) The Minister may issue policies or directives in writing to the Corporation or any related entity on matters relating to the exercise of its powers or duties. 2006, c. 9, Sched. I, s. 8 (1).

Implementation

(2) The board of directors of the Corporation or the governing body of a related entity shall ensure that the policies and directives issued to the Corporation or related entity, as the case may be, are implemented promptly and efficiently. 2006, c. 9, Sched. I, s. 8 (2).

Chief executive officer

9. The Lieutenant Governor in Council may appoint a chief executive officer for the Corporation. 2006, c. 9, Sched. I, s. 9.

Status of employees

10. (1) Employees of the Corporation are not and shall not be deemed to be employees of the Crown. 2006, c. 35, Sched. C, s. 101.

Agreements to provide services

(2) Any minister of the Crown or chair of a Crown agency may enter into agreements with the Corporation for the provision by employees of the Crown or the Crown agency of any service required by the Corporation. 2006, c. 9, Sched. I, s. 10 (2).

Annual report

11. (1) The Corporation shall, within 90 days after the end of every fiscal year, submit to the Minister an annual report on its affairs during that fiscal year, signed by the chair of its board of directors. 2006, c. 9, Sched. I, s. 11 (1).

Financial statements

(2) The audited financial statements of the Corporation must be included in the annual report. 2006, c. 9, Sched. I, s. 11 (2).

Tabling

(3) The Minister shall submit the annual report to the Lieutenant Governor in Council and shall then table the report before the Assembly if it is in session or, if not, deposit the report with the Clerk of the Assembly. 2006, c. 9, Sched. I, s. 11 (3).

Disclosure of financial statements

(4) The Corporation may give its financial statements to other persons before the Minister complies with subsection (3). 2006, c. 9, Sched. I, s. 11 (4).

Other reports

12. The Corporation shall give such other reports and information to the Minister as he or she may require. 2006, c. 9, Sched. I, s. 12.

Financial Matters

By-laws authorizing borrowing

13. A by-law to authorize borrowing by the Corporation or by a subsidiary must include the following information:

1. The maximum principal amount of borrowing that may be outstanding at any time under the authority of the by-law.

2. The period, not to exceed five years, during which the borrowing authority may be exercised.

3. The date after which no funds are permitted to remain outstanding under the authority of the by-law.

4. Such other terms and conditions as the Minister of Finance may approve. 2006, c. 9, Sched. I, s. 13.

Status and use of revenues

14. Despite Part I of the Financial Administration Act, the revenues received by the Corporation or a related entity do not form part of the Consolidated Revenue Fund. 2006, c. 9, Sched. I, s. 14.

Audits

15. The Auditor General may audit the accounts and financial transactions of the Corporation and its subsidiaries each year. 2006, c. 9, Sched. I, s. 15.

Financial authority of the Crown

16. (1) The Lieutenant Governor in Council may raise by way of loan in the manner provided by the Financial Administration Act such sums as the Lieutenant Governor in Council considers necessary for the purposes of the Corporation, and the Minister of Finance shall use the sums so raised to make advances to the Corporation or a subsidiary by way of loan or to purchase securities issued by the Corporation or the subsidiary in such amounts, at such times and on such terms and conditions as the Minister of Finance may determine. 2006, c. 9, Sched. I, s. 16 (1).

Same

(2) The Lieutenant Governor in Council may by order authorize the Minister of Finance to purchase securities of or make loans to the Corporation or a subsidiary in such amounts, at such times and on such terms as the Minister of Finance may determine, subject to the maximum principal amount specified by the Lieutenant Governor in Council that may be purchased or advanced or that may be outstanding at any time. 2006, c. 9, Sched. I, s. 16 (2).

Payment from C.R.F.

(3) The Minister of Finance may pay out of the Consolidated Revenue Fund any amount required for the purposes of subsection (1) or (2). 2006, c. 9, Sched. I, s. 16 (3).

Delegation

(4) In an order under subsection (1) or (2), the Lieutenant Governor in Council may delegate to an officer or employee of the Ministry of Finance or the Ontario Financing Authority or to a solicitor engaged to act for the Minister of Finance any or all of the powers of the Minister of Finance under either of those subsections. 2006, c. 9, Sched. I, s. 16 (4).

Payment of judgments against the Corporation, etc.

17. (1) The Minister of Finance shall pay from the Consolidated Revenue Fund the amount of any judgment against the Corporation or a related entity that remains unpaid after it has made reasonable efforts, including liquidating its assets, to pay the amount of the judgment. 2006, c. 9, Sched. I, s. 17 (1).

Exception

(2) Subsection (1) does not apply to a judgment against the Corporation or a related entity in respect of an agreement, security or instrument in respect of which the Corporation or related entity has made a declaration described in subsection 5 (2). 2006, c. 9, Sched. I, s. 17 (2).

Agreement re appropriated funds

18. (1) Subject to subsection (3), as security for the payment by an entity of an amount that the entity has agreed to pay to the Corporation or a subsidiary that is a related entity on account of the indebtedness of the entity to the Corporation or its subsidiary that is a related entity, the entity may agree in writing with the Corporation or its subsidiary that the Minister of Finance is entitled to deduct from money appropriated by the Assembly for payment to the entity, or from money appropriated by the Assembly for payment to the entity in respect of specified matters, amounts not exceeding the amounts that the entity fails to pay to the Corporation or its subsidiary on account of the indebtedness. 2006, c. 9, Sched. I, s. 18 (1).

Authority to deduct

(2) If the entity fails to pay an amount to the Corporation or a subsidiary that is a related entity, the Minister of Finance shall make the deduction authorized by the agreement from the money appropriated by the Assembly and shall pay the amount deducted to the Corporation or its subsidiary that is a related entity from the Consolidated Revenue Fund. 2006, c. 9, Sched. I, s. 18 (2).

Limitation on agreements

(3) The Corporation or a subsidiary that is a related entity may only enter into an agreement to which subsection (1) applies if the following criteria are met:

1. The agreement must be with a municipality or with a public body specified under paragraph 1 of section 3.

2. The agreement must be to provide financing for a purpose specified under paragraph 1 of section 3. 2006, c. 9, Sched. I, s. 18 (3).

General

Investments authorized for trusts

19. For the purposes of section 26 of the Trustee Act, securities issued by the Corporation or by any subsidiary, trust, partnership or other entity established or acquired by the Corporation shall be deemed to be property in which a trustee could invest immediately before July 1, 1999. 2006, c. 9, Sched. I, s. 19.

Application of certain statutes

20. (1) Subsections 132 (1) to (8) of the Business Corporations Act apply, with necessary modifications, to the Corporation and its subsidiaries, if any, and to their officers and the members of their boards of directors. 2006, c. 9, Sched. I, s. 20 (1).

Same

(2) For the purposes of subsection (1), the Minister may exercise the powers of the shareholders under subsection 132 (8) of the Business Corporations Act. 2006, c. 9, Sched. I, s. 20 (2).

Business Corporations Act, indemnification and insurance

(3) Subsections 136 (1), (3) and (4) of the Business Corporations Act apply, with necessary modifications, to the Corporation and its subsidiaries, if any, and to their officers and the members of their boards of directors. 2006, c. 9, Sched. I, s. 20 (3).

Corporations Act, Business Corporations Act, Corporations Information Act

(4) The Corporations Act, the Business Corporations Act and the Corporations Information Act do not apply to the Corporation, except as otherwise provided in this section or as otherwise specified by regulation. 2006, c. 9, Sched. I, s. 20 (4).

Loan and Trust Corporations Act

(5) The Loan and Trust Corporations Act does not apply to the Corporation, except as otherwise specified by regulation. 2006, c. 9, Sched. I, s. 20 (5).

Waiver of sovereign immunity

21. The Corporation or a related entity may waive any immunity to which it may be entitled outside Ontario as a Crown agent and may submit to the jurisdiction of a court outside Ontario. 2006, c. 9, Sched. I, s. 21.

Immunity of employees and others

22. (1) No action or other civil proceeding shall be commenced against a director, officer, employee or agent of the Corporation or a director, officer, employee or agent of a related entity for any act done in good faith in the exercise or performance or intended exercise or performance of a power or duty under this Act, the regulations or the by-laws of the Corporation or the related entity or under a directive issued under subsection 8 (1) or for any neglect or default in the exercise or performance in good faith of such a power or duty. 2006, c. 9, Sched. I, s. 22 (1).

Immunity of the Crown and Crown agencies

(2) No action or other civil proceeding shall be commenced against the Crown or a Crown agency for any act, neglect or default by a person referred to in subsection (1) or for any act, neglect or default by the Corporation or a related entity. 2006, c. 9, Sched. I, s. 22 (2).

Exception

(3) Subsections (1) and (2) do not relieve the Corporation or a related entity of any liability to which it would otherwise be subject in respect of a cause of action arising from any act, neglect or default referred to in subsection (1). 2006, c. 9, Sched. I, s. 22 (3).

Evidence of authority for transactions

23. (1) A recital or declaration in any resolution of the board of directors that a transaction is for the purpose of carrying out the objects of the Corporation is conclusive evidence to that effect and the Corporation may not assert the contrary against a person dealing with the Corporation or with any person who has acquired rights from the Corporation. 2006, c. 9, Sched. I, s. 23 (1).

Evidence of authority

(2) A certificate of the chair, a vice-chair, the chief executive officer or any officer of the Corporation designated by the board of directors provided to a person dealing with the Corporation or to a person who has acquired rights from the Corporation which states that the sum of the amount specified in the certificate and the sum of all other principal amounts borrowed under a specified by-law described in section 13 does not exceed the maximum principal amount that may be borrowed under that by-law is conclusive evidence of that fact. 2006, c. 9, Sched. I, s. 23 (2).

Winding Up Corporation

Winding up the Corporation

24. (1) The Lieutenant Governor in Council may by order require the board of directors to wind up the affairs of the Corporation. 2006, c. 9, Sched. I, s. 24 (1).

Duty of board

(2) The board of directors shall prepare a proposed plan for winding up the Corporation and transferring its assets and liabilities and shall give the proposed plan to the Lieutenant Governor in Council. 2006, c. 9, Sched. I, s. 24 (2).

Restriction

(3) The plan for winding up the Corporation may provide,

(a) for liquidating assets and transferring the proceeds to the Consolidated Revenue Fund or to an agency of the Crown; and

(b) for transferring assets and liabilities to Her Majesty in right of Ontario or to an agency of the Crown. 2006, c. 9, Sched. I, s. 24 (3).

Same

(4) Upon the approval of the proposed plan by the Lieutenant Governor in Council, the board of directors shall wind up the affairs of the Corporation and transfer its assets and liabilities, including transferring the proceeds from the liquidation of assets, in accordance with the plan. 2006, c. 9, Sched. I, s. 24 (4).

Transitional Matters

Transition, definitions

25. In sections 26 and 27,

“Authority” means Ontario Strategic Infrastructure Financing Authority incorporated on August 19, 2002 under the Corporations Act; (“Office”)

“former Corporation” means Ontario Infrastructure Projects Corporation incorporated on November 7, 2005 under the Business Corporations Act. (“ancienne Société”) 2006, c. 9, Sched. I, s. 25.

Transition, corporate matters

Authority and former Corporation cease to exist

26. (1) On the day subsection 2 (1) comes into force, the Authority and the former Corporation cease to exist as entities separate from the Corporation. 2006, c. 9, Sched. I, s. 26 (1).

Former Corporation’s shares cancelled

(2) On the day subsection 2 (1) comes into force, all issued and outstanding shares of the former Corporation are cancelled without repayment of capital. 2006, c. 9, Sched. I, s. 26 (2).

Assets and liabilities

(3) On the day subsection 2 (1) comes into force,

(a) all rights, property and assets of the Authority and the former Corporation immediately before that subsection comes into force become the rights, property and assets of the Corporation; and

(b) the Corporation becomes subject to all the debts, liabilities and obligations of the Authority and the former Corporation that existed immediately before that day. 2006, c. 9, Sched. I, s. 26 (3).

Agreements, etc.

(4) Any agreement, security or instrument in effect immediately before subsection 2 (1) comes into force to which the Authority or the former Corporation is a party has effect on and after subsection 2 (1) comes into force as if,

(a) the Corporation were substituted for the Authority or the former Corporation, as the case requires, as a party to the agreement, security or instrument; and

(b) any reference in the agreement, security or instrument to the Authority or the former Corporation were a reference to the Corporation. 2006, c. 9, Sched. I, s. 26 (4).

Same

(5) Subsection (4) does not constitute a breach, termination or repudiation of the agreement, security or instrument or the frustration of the agreement or an event of default or force majeure. 2006, c. 9, Sched. I, s. 26 (5).

Boards of directors

(6) The members of the boards of directors of the Authority and the former Corporation holding office immediately before subsection 2 (1) comes into force shall form the initial board of directors of the Corporation. 2006, c. 9, Sched. I, s. 26 (6).

By-laws

(7) The by-laws of the Authority and the former Corporation in effect immediately before subsection 2 (1) comes in force become the by-laws of the Corporation on the day subsection 2 (1) comes into force except to the extent there is a conflict between the by-laws, in which case, the conflict shall be resolved by the board of directors. 2006, c. 9, Sched. I, s. 26 (7).

Chief executive officer

(8) The person holding the position of chief executive officer of the former Corporation immediately before subsection 2 (1) comes into force shall be the first chief executive officer of the Corporation. 2006, c. 9, Sched. I, s. 26 (8).

Outstanding proceedings

(9) On the day subsection 2 (1) comes into force, the Corporation becomes a party to each ongoing proceeding to which the Authority or the former Corporation is a party immediately before subsection 2 (1) comes into force, replacing the Authority and the former Corporation. 2006, c. 9, Sched. I, s. 26 (9).

Transition, employment matters re Authority

27. (1) Subject to subsection (3) and subsection 22 (4) of the Public Service Act, a public servant employed at the Authority immediately before subsection 2 (1) comes into force continues to be a public servant after subsection 2 (1) comes into force. 2006, c. 9, Sched. I, s. 27 (1).

Transfer of jobs and functions

(2) Despite subsection (1), the jobs and functions of employees at the Authority immediately before subsection 2 (1) comes into force are transferred from the Crown to the Corporation after subsection 2 (1) comes into force. 2006, c. 9, Sched. I, s. 27 (2).

Offer of employment

(3) A public servant employed at the Authority who accepts an offer made by the former Corporation with respect to employment with the Corporation after the Budget Measures Act, 2006 receives Royal Assent and before subsection 2 (1) comes into force is an employee of the Corporation as of the date subsection 2 (1) comes into force, and ceases to be a public servant. 2006, c. 9, Sched. I, s. 27 (3).

Regulations

Regulations

28. (1) The Lieutenant Governor in Council may make regulations,

(a) specifying public bodies for the purposes of paragraph 1 of section 3;

(b) specifying, for the purposes of paragraph 1 of section 3, the purposes for which the Corporation may provide financing;

(c) prescribing the provisions of the Corporations Act, the Business Corporations Act and the Corporations Information Act that apply with respect to the Corporation;

(d) governing such other matters as the Minister considers necessary or advisable for the purposes of this Act. 2006, c. 9, Sched. I, s. 28 (1).

General or particular

(2) A regulation may be general or particular in its application. 2006, c. 9, Sched. I, s. 28 (2).

29. Omitted (amends or repeals other Acts). 2006, c. 9, Sched. I, s. 29.

30. Omitted (provides for coming into force of provisions of this Act). 2006, c. 9, Sched. I, s. 30.

31. Omitted (enacts short title of this Act). 2006, c. 9, Sched. I, s. 31.

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