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HomeMy WebLinkAboutBy-law 5769/00THE CORPORATION OF THE CITY OF PICKERING BY-LAW NO. 5769/00 Being a by-law to authorize the execution of a merger agreement among the Corporation of the City of Belleville, the Corporation of the Town of Ajax, the Corporation of the Municipality of Cladngton, the Corporation of the City of Picketing, Veridian Connections Inc., Veridian Corporation, Vetidian Energy Inc. and three Successor Corporations to the Electricity Retailing and Distribution Business of Belleville. WHEREAS the Electricity Act, 1998 (Ontario) was passed by the Legislature of Ontario and given Royal Assent on October 30, 1998; AND WHEREAS Section 144 of the Electricity Act, 1998 (Ontario) provides that after November 7, 2000, no municipal corporation shall generate, transmit, retail or distribute electricity except through one or more corporations incorporated under the Business Corporations Act (Ontario); AND WHEREAS pursuant to Subsection 142(1) of the Electricity Act, 1998 (Ontario), a municipal corporation may cause one or more Business Corporations Act (Ontario) corporations to be incorporated for the purpose of generating, transmitting, retailing or distributing electricity; AND WHEREAS pursuant to Subsection 142(3) of the Electricity Act, 1998 (Ontario), two or more municipal corporations may cause one or more Business Corporations Act (Ontario) corporations to be incorporated for the purposes set out in Subsection 142(1) of the Electricity Act, 1998 (Ontario); AND WHEREAS pursuant to Section 142 of the Electricity Act, 1998 (Ontario), The Corporation of the City of Picketing (the "City"), The Corporation of the Town of Ajax and The Corporation of the Municipality of Clarington (collectively the "Municipalities") incorporated each of Veridian Corporation, Vetidian Connections Inc. and Vetidian Energy Inc.(collectively the "Veridian Group") to continue the electricity distribution and retailing businesses of the hydro-electric commissions of the Municipalities and pursuant to Subsection 145(1) of the Electricity Act, 1998 (Ontario), transferred, by transfer by-laws of each of the Municipalities, employees, assets and liabilities to the Veridian Group, effective as of November 1, 1999; AND WHEREAS pursuant to Subsection 142(1), The Corporation of the City of Belleville ("Belleville") will incorporate three successor corporations (the "Belleville Successor Corporations") to continue the electricity distribution and retailing businesses (the "Electricity Businesses") of Belleville and will transfer assets and liabilities of the Electricity Businesses to the Belleville Successor Corporations in accordance with a transfer by-law approved and passed by Belleville pursuant to Subsection 145(1) of the Electricity Act, 1998 (Ontario); AND WHEREAS the Municipalities and Belleville wish to merge the Electricity Businesses (to be transferred to the Belleville Successor Corporations) with the businesses of the Veridian Group upon and subject to the terms and conditions set out in a merger agreement among Belleville, the Municipalities, the Veridian Group and the Belleville Successor Corporations; NOW THEREFORE, THE COUNCIL OF THE CORPORATION OF THE CITY OF PICKERING ENACTS AS FOLLOWS: The merger agreement among Belleville, the Municipalities, the Veridian Group and the Belleville Successor Corporations substantially in the form and on the terms of the draft merger agreement presented to Council (the "Merger Agreement"), with such alterations, additions, amendments or deletions thereto as the Mayor and the Clerk executing the same may approve, their execution thereof being conclusive proof of their approval, is hereby authorized and approved. The City and each of the corporations of the Veridian Group is hereby authorized to complete the transactions contemplated by the Merger Agreement. o The Mayor and the Clerk are hereby authorized and directed, for and on behalf of the City to execute and deliver the Merger Agreement with such alterations, additions amendments or deletions thereto as they may approve, the execution thereof by such individuals being conclusive evidence of such approval and to do all such acts and things and to execute and deliver all such other documents, confidentiality agreements, instruments and writings as may be necessary or desirable to give effect to the provisions of this by-law. BY-LAW read a first, second and third time and finally passed this 24th day of October, 2000.