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.