HomeMy WebLinkAboutJune 16, 2014
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Email: lroberts@pickering.ca
Council Meeting
Agenda
Monday, June 16, 2014
Council Chambers 7:00 pm
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X)
XI)
By-laws
Confidential Council -Public Report
XII) Other Business
XIII) Confirmation By-law
XIV) Adjournment
For Information Only
101-121
122
• Minutes of the Pickering Museum Village Advisory Committee, January 28 &
April 30, 2014
• Minutes of the Accessibility Advisory Committee, April 23, 2014
• Minutes of the Heritage Pickering Advisory Committee, April 24, 2014
• Minutes of the Committee of Adjustment, April 30 and May 21, 2014
Presentations
1. Gabriella Kalapos
Executive Director, Clean Air Partnership
Re: Presentation of Certificate
June 16, 2014
26
June 16, 2014
Delegations
1. Paul Przybylo
Ajax-Pickering Board of Trade
Re: Annual Presentation to Council
2. Randy Gill & Sean Lockhart
Their Opportunity Minor Sports Corp.
3. Peter Whiteley
Re: Three way stop at Maple Ridge Drive and Harvest Drive
4. Rob and Lisa Maggs
Re: Three way stop at Maple Ridge Drive and Harvest Drive
5. Raveena Ratnasingam
Chair, Durham Diversity Society
Re: Canada's Multicultural Day Celebration
6. Michael Angemeer, Veridian Corporation
Re: Report LEG 05-14
27
29
2. That Council adopt Informational Revision 20 to the Pickering Official Plan
as set out in Appendix II to Report PLN 11-14;
3. That Council authorize staff to revise the City's Site Plan Control By-law to
incorporate the additional powers made available through the approval of
Amendment 23, and that the revised By-law be brought back to Council
for enactment; and
4. Further, that the City Clerk forward a copy of Report PLN 11-14 and
Council's resolution on the matter to the Region of Durham and to each
person or public body that provided written or verbal comments at the
Open House, the Public Meeting, the Planning & Development Committee
or the City Council meetings.
31
3. That the appropriate City of Pickering officials b~ authorized to take
necessary action to give effect hereto.
4. Director, Culture & Recreation, Report CR 03-14
2013 Accessibility Progress Report
235-266
5.
6.
-5 Year Accessibility Plan 2012-2016
Recommendation
That Report CR 03-14 of the Director, Culture & Recreation regarding the 2013
Accessibility Progress Report be received.
Director, Culture & Recreation, Report CR 10-14
Request for Proposal for Advertising at City Facilities
-Request for Proposal No. RFP-5.,.2014
-Agreement with Boardview Advertising Inc.
Recommendation
267-287
1. That Report CR 10-14 of the Director, Culture & Recreation regarding the
Licence Agreement for Advertising at City Facilities be received;
2. That proposal No. RFP-5-2014 submitted by Boardview Advertising Inc. be
accepted;
3. That the Mayor and City Clerk be authorized to execute the Licence
Agreement pursuant to which Boardview Advertising Inc. will be permitted to
install and maintain advertising in various City Facilities, in the form included
as Attachment 1, subject to such revisions as are acceptable to the Director,
Culture & Recreation and the Director, Corporate Services & City Solicitor;
and
4. That the appropriate City of Pickering officials be authorized to take
necessary action to give effect hereto.
Director, Culture & Recreation, Report CR 11-14
Tender for Back Up Chiller at the Pickering Recreation Complex
-Tender No. T-2-2014
Recommendation
288-324
1. That Report CR 11-14 of the Director, Culture & Recreation regarding the
Back Up Chiller for the Pickering Recreation Complex be received;
2. That Tender No. T-2-2014 submitted by Canadian Tech Air Systems Inc.
in the amount of $217,864.00 (HST included) be accepted;
3. That the total gross project cost of $308,038.00 (HST included), including
the amount of the tender and other associated costs, and the total net
project cost of $277,398.00 (net of HST rebate), be approved;
7.
8.
4. That Council authorize the Division Head, Finance & Treasurer to finance
the project as provided for in the 2013 Recreation Complex-Core Capital
Budget in the amount of $277,398.00 from the Federal Gas Tax Reserve
Fund; and , ,
5. That the appropriate City of Pickering officials be authorized to take
necessary action to give effect hereto.
Director, Culture & Recreation, Report CR 15-14
Pickering Recreation Complex Detailed Engineering Study
-Funding Agreement and Consulting Services
Recommendation
325-359
1. That Report CR 15-14 of the Director, Culture & Recreation regarding the
Pickering Recreation Complex Detailed Engineering Study funding
agreement and consulting services be received;
2. That the Mayor and Clerk be authorized to execute the funding agreement
with Veridian Connections Inc. pursuant to which I. B. Storey will be
authorized to complete the Detailed Engineering Study of the Pickering
Recreation Complex, in the form included as Attachment 1, subject to
such revisions as are acceptable to the Director, Culture & Recreation and
the Director, Corporate Services & City Solicitor;
3. That Council authorize staff to engage the services of I. B. Storey Inc. as
the consultant responsible to complete the Detailed Engineering Study as
described in their Project Briefing and Proposal set out in Attachment 2;
and
4. Further that the appropriate City of Pickering officials be authorized to take
necessary action to give effect thereto.
Director, City Development, Report BLD 02-14 360-392
Building By-law Amendment under the Building Code Act
Recommendation
That the City's Building By-law 7137/11, as amended, which provides for the
administration and enforcement of the Building Code Act, 1992 within the City of
Pickering, be repealed and replaced with the new City Building By-law, as set out
in Attachment 1 to Report BLD 02-14.
9. Director, Corporate Services & City Solicitor, Report FIN 13-14 393-399
Investment Portfolio Activity for the Year Ended December 31, 2013
Ontario Regulation 292/09 under the Municipal Act, 2001
Recommendation
32
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It is recommended that Report FIN 13-14 of the Director, Corporate Services &
City Solicitor regarding Investment Portfolio Activity for the Year Ended
December 31, 2013 be received for information.
10. Director, Corporate Services & City Solicitor, Report FIN 14-14 400-427
Municipal Funding Agreement with AMO-Federal Gas Tax Revenues
Recommendation
1. That Report FIN 14-14 of the Director, Corporate Services & City Solicitor
be received;
2. That the Mayor and the City Clerk be authorized to execute the Municipal
Funding Agreement (MFA) with the Association of Municipalities of
Ontario (AMO), for a period of ten years from 2014 to 2024; and
3. That the appropriate officials be authorized to take the necessary actions
to give effect thereto.
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Report LEG 05-13 June 16, 2014
Subject: Veridian Corporation Amended and Restated Shareholders Agreement Page 2
substantial dividend payment on account of its shareholding in Veridian. (Last year, for
example, the dividend paid by Veridian to the City amounted to $1 ,927,000.) Any
increase in the efficiency with which Veridian conducts its business operations,
including the reduction in the size of its board of directors, will better enable Veridian's
ongoing operations and will enhance its ability to continue making substantial dividend
payments to the City and to its other shareholders.
Discussion: The existing Shareholders' Agreement was originally entered
into on September 28, 2001 and is subject to a first amending agreement and a second
amending agreement. A December 12, 2013 resolution of the board of directors of
Veridian Corporation (the "December Resolution"), sets out certain other amendments
sought by the board of directors of Veri dian Corporation ("Veridian").
A redlined copy of the Amended and Restated Shareholders' Agreement (herein called
the "Shareholders' Agreement") is Attachment 1 to this Report. The Shareholders'
Agreement has been updated to incorporate the changes contained in the first and
second amending agreements and to reflect changes to the names of various agencies
and statutes relevant to Veridian's operations. Some historical references from the
original shareholders' agreement have been removed as they are no longer required.
The Shareholders' Agreement has also been amended to incorporate the changes set
forth in the December Resolution.
The proposed changes, adopted by the board of directors of Veridian on May 16, 2014,
would reduce the size of the board of directors of Veridian from 14 to 11, and the size of
the board of directors of VCI from 12 to 11. In addition, the total number of directors for
the corporations has been reduced from a potential of 25 directors to 15 directors.
Senior management of Veridian advises that the resulting combined cost savings would
be approximately $103,000 per year.
To effect the proposed amendments as set forth in the Shareholders' Agreement, the
approval of both a majority of the Shareholders and approval by more than 50% of the
voting shares is required.
· Set out below is a summary of the changes contained within the Shareholders'
Agreement.
Directors of Veridian, Section 3.2
Following several discussions, it was decided that the board of directors of Veridian
would consist of 11 directors. As a result, the board of directors of Veridian has been
reduced by 3 directors. The directors which are to be elected by each Shareholder are
as set out in the table below which is also included in the Shareholders' Agreement:
CORP0227-07/01 revised
Report LEG 05-13 June 16, 2014
Subject: Veridian Corporation Amended and Restated Shareholders Agreement Page 3
Shareholder Non-Elected Elected Members Total Number of
Members (Municipal Director Appointees
Councillors)
Ajax 1 2 3
Belleville 1 1 2
Clarington 1 1 2
Pickering 1 3 4
There are a number of other points to be aware of regarding the composition of the
board of directors of Veridian:
"" an Elected Member is a municipal Councillor of a Shareholder and has been
approved by that Shareholder's Council;
Elected Members include the Mayor and the Mayor's Designate, provided that
neither shall be required to be approved by Council;
a Non-Elected Member is not an elected member of Council but is someone who
has been approved by that Shareholder's Council
the directors of Veridian, as selected by the Shareholders, elect the Chair and Vice
Chair;
the Chair or Vice Chair of the Veridian board can be either Non-Elected or Elected
Members; and
0 the Chair and Vice Chair can not both be representatives of one Shareholder.
Directors of Veridian Connections Inc. ("VCI"), Section 3.2
The following points summarize the proposed revisions as set forth in the Shareholders'
Agreement:
• the board of directors of VCI is to be comprised of 11 directors;
• the board of directors of VCI is to be selected by the directors of Veridian;
• subject only to the exception explained below, all of the Elected Members to the
board of directors of Veridian shall also be appointed directors of the board of
directors of VCI; and
subject only to the exception explained below, a Non-Elected Member of the board
of Veridian shall not be appointed a director of the board of directors of VCI.
The December Resolution provided that the Elected Members for each of the Veridian
board of directors and the VCI board of directors were to be the same individuals. In
addition, the December Resolution provided that the Chair and Vice Chair of Veridian
were also to hold the same positions for VCI. The Affiliate Relationships Code for
Electricity Distributors and Transmitters (the "ARC") requires that one-third of directors
be independent from any affiliate. If a Non-Elected Member was elected as Chair or
Vice Chair, then if that same person was then appointed to the board of directors of VCI
along with the other Elected Members, the composition of the VCI Board would not
comply with the provisions of the ARC. To resolve this, it was determined that the
CORP0227-07/01 revised
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Report LEG 05-13 June 16, 2014
Subject: Veridian Corporation Amended and Restated Shareholders Agreement Page 4
Shareholders' Agreement would include an exception to account for the circumstance in
which a Non-Elected Member was elected as Chair or Vice Chair. If a Non-Elected
Member is elected as the Chair or Vice Chair of the board of directors of Veridian, and
given the requirement that the same person be elected as Chair or Vice Chair of the
board of directors of VCI, in order to ensure that the board of directors of VCI complies
with the requirements of the ARC, the shareholder that nominated such Non-Elected
Member, would then nominate a substitute Elected Member that was not on the
Veridian Board, to be Elected Member for the VCI Board.
Term of Directors, Chair and Vice Chair, Section 3.2(1)
The proposed amendments clarify that the term of Directors, Chair and Vice Chair
cannot be greater than 4 years or as is permitted pursuant to the Business Corporation
Act R.S.O. 1990, c. B.16, which currently provides that such term may not exceed 3
years.
Compensation, Section 3.2(s)
As set forth in the December Resolution, the board of directors of VC shall determine
director compensation. The proposed revisions provide that the Chair and Vice Chair
shall not comprise a majority of the directors elected to make recommendations
regarding compensation.
Accounting Principles, Section 1.6
Section 1.6 of the Shareholders' Agreement has been amended to refer to GAAP, which
definition takes into consideration that if the corporation has adopted the International
Financial Reporting Standards, the definition of GAAP will thereafter include such
standards.
Business of Corporation, Section 2.1
The provisions of section 2.1 have been updated to reflect amendments to section 71 of
the Ontario Energy Board Act, 1998. In particular, section 2.1 (i) has been amended to
reflect the provisions of section 71 (1 ), paragraph 9 of the said Act to include energy
conservation, load management or the use of cleaner energy sources, including
alternative and renewable energy sources.
Term of Directors, Section 3.2(f)
Section 119(4) of the Business Corporations Act (Ontario) provides that directors are to
hold office for a term expiring not later than the close of the third annual meeting of the
Shareholders following the election. Further, if a director is not elected for an expressly
stated term, then that director shall cease to hold office at the close of the first annual
meeting of shareholders following his or her election. As a result, notwithstanding that
section 3.2("~ does not specify a maximum term, any appointment to the board should
CORP0227-07/01. revised
: CCJ.Hiun .Cop.,.y
3.12 AuDITORs ................................................................................................................ ~n
3.13 BANI(JNG ................................................................................................................. Mll
3.14 FrNANCIA.LSTATEtvtENTS ......................................................................................... ~27
ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS ................. ..1 ~].1
4.1 REPRESENTATIONS AND W ARRANTlES ........................................................................ ~~
4.2 COVENANTS ................................................................................................................ ~2
ARTICLE V TAANSFER OF SIIARES .............................................................................. 21llli
5.1 GENERAL RESTRICTION ON TRANSFER ........................................................................ ~2.8
5.2 LEGEND ON SHARES .................................................................................................... ;y;~
5.3 RIGHTS OF FlRST REFUSAL .......................................................................................... ~22
(a) Notice ofOffcr .................................................................................................. 26~
(b) Offer Open During Notice Period ..................................................................... ~"!'2.9
(c) Acceptance of Offer .......................................................................................... --62
(d) Excess Shares .................................... , ............................................................... ~
(e) No Fractions ...................................................................................................... .JYJl.)
(f) Sale.................................................................................................................... ~3.0
(g) Dcen1ed Refusal ................................................................................................ J.83U
(h) Prospective Purchaser Bound ........................................................................... J8
(i) Veridian Corporation as Purchaser ................................................................... J.9
5.4 PIGGYBACK RIGHT ...................................................................................................... .;!9
5.5 AMALGAMATED SHAREHOLDER .................................................................................. ~ll
ARTICLE VI CLOSING OF PURCHASE TRANSACTION ........................................... .?{)Jl.
6.1 TIME AND PLACE OF CLOSING ..................................................................................... ;.{)~
6.2 DOCUMENTS TO BE DELIVERED BY TH E VENDOR ......................................................... ~~
6.3 DOCUMENTS TO BE DELIVERED BY THE PURCHASER ................................................... M "''
6.4 FAILURE TO COMPLETE SALE ......................................................................................... ~~
43
ARTICLE VII NON-COMPETlTlON AND CONFIDENTIALITY ................................ ~.ti
7.1 NON-COMPETITION ..................................................................................................... ~.1.4
7. 2 CONFIDENTIALITY ..................................................................... ' .. ' .............................. B~
7.3 INJUNCTIVE RELIEF ..................................................................................................... ~J.g
7.4 ACCOUNTING FOR PROFITS .......................................................................................... J-1.36
7.5 REASONABLENESS OF RESTRICTrONS .......................................................................... .;43_6
ARTICLE VIII SALE OF SURPLUS ASSETS ................................................................... ~31
8.1 RIGHT OF FIRST REFUSAL ............................................................................................ :l-Sl.z
ARTICLE IX BOOKS, RECORDS AND RIGHT TO INFORMATION ......................... .1531
9.1 BOOKS AND RECORDS ................................................................................................. :~l]
9.2 R.IGHTTO INFORMATiON .............................................................................................. ~5Jl
ARTICLE X TERM ................................................................................................................ :3S.3..1
1 0.1 TERM ~C RE~a:v:.'cl .......................................................................... 35Jl
ARTICLE XI PROMISSORY NOTES ................................................................................ ;:.aJB
ll.l PROMISSORY NOTES ................................................................................................ ~~
ARTICLE XII GENERAL ..................................................................................................... ?:132
12.1 NOTICES .................................................................................................................. ;::7J2
12.2 ASSIGNMENT AND BINDING EFFECT ........................................................................ J-8~
12.3 AMALGAMATION OF MUNICIPAL SHAREHOLDERS ................................................... ;84 1
12 .4 ARBITRATION .......................................................................................................... W41
(a) Selection of Single Arbitrator ........................................................................... J-94 1
(b) Referring Dispute .............................................................................................. :f9:±6
(c) Attempted Settlement.. ...................................................................................... J.9~
(d) Decision Final and Binding .............................................................................. 5942
(e) Powers of Arbitrator ......................................................................................... 3942
(f) Costs .................................................................................................................. 41Jj1,
44
(g) Written Notices ................................................................................................. J.O:ll,
12.5 FURTHER ASSURANCES ........................................................................................... 4G43
12.6 St:.VERABJLITY ......................................................................................................... 4\}43
12.7 AMENDMENT, MODIFICATION AND WANER ........................................................... 4{)43
12.8 TIME OF ESSENCE.................................................................................................... ;+4_4
12.9 COUNTERPARTS ....................................................................................................... 4+~
12. 1 0 N 0 P ARTNERSJ-1 LP .................................................................................................... 4~44
12.1 1 PROCEEDJNGS .......................................................................................................... +!44
SCHEDULE ''A'' ........................................................................................................................... 1
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THIS AMENDED At$0 RESTATED SH.AREUOLDiill.S_ AGREEMENT
made as of the __ day of __ , _.lQI.::L
BETWEEN:
THE CORPORATION OF THE TOWN OF AJAX, a municipal
corporation existing under the laws of Ontario
-and -
THE CORPORATION OF THE CITY OF BELLEVILLE, a
municipal COllJOration exis1ing under the laws of Ontario
· and ·
THE CORPORATION OF THE MUN1CIPALITV OF
CLARINGTON, a municipal corporation existing under the Jaws
of Ontario
("Ajax")
(''Belleville")
("Clarington")
-and -
THE CORPORATION OF THE CITY OF PICKERING, a
municipal corporation existing under the laws of Ontario
-and -
VERJDIAN CORPORATION, a corporation amalgamated under
the laws of Ontario
(''Pickering")
("VC")
-2 -
-and -
VERIDIAN CONNECTIONS INC., a corporation arnalgamated
under the laws of Ontario
-and -
VERIDIAN ENERGY INC., a coq:loration amalgamated under the
laws of Ontario
("VCI")
("VEl")
(Ajax, Belleville, Clarington, Pickering, VC, VCI and VEl are collcctivelyrefen·ed
to herein as the "Parties",_nnd csch a.~£>3r!:Y:.:)
Recitals:
1. .\ju?tt ClariRgton ami Pickering transferrecl certain of their assets, emp loyees--and liabiJities
~1-te-tfle-e-i-s-H:iht!t-ioo-a+H.!-Rt-&iting of electricity to ~~ai·n-saeeessor eerpofat.i•~Hs-ftfl.e
~SSOI: CorpoFatien~he electricity Aet:
2. Belleville tnm terred eertain of its assets-end--l-iabi-lities Felated to the dt5~on and
retalling--tt~4fi.c-it-y-hl-i..->eFtaiA-S~~tions lthe "Belleville 8u~
~el·ations'") pursuant to tlle-E-1-eetTH.:-ity Aet;
3.. Ajax, Belleville. ClaringttHHrn~g agreed to merge tJ:le businesses-of-t.fle....'kt=ii~i-att
S-oo€essEw Co~iomr-arukhe Bell eville Sueeesser-GeFJ*wlliiMS-()ufS\.Itlnt te the-tt!tms-e.f
the Merger AgreenteflF,
-k-The authorized capital ofVC consists of an unlimi ted number of Shares of which 10,000
arc issued and outstanding as fully paid and non-assessable;.
2. ~-Ajax, Bell eville, Clarington and Pickering arc the sole registered and benefi cial
shareholders ofVC holding the following numbers of Shares, respectively:
I ~ ..
SHAREHOLDER
Ajax
Bellevil1e
NUMBER OF SHARES
3,210
1,330
PERCENTAGE TOTAL
32.1%
13.3%
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Clarington
Pickering
-3 -
1,360
4,100
13.6%
41.0%
e.. The f*Hiies v<ish te enter--HttQ this AgreementPa[ti~s ntcrcd into a shareholder..s...
aorccn~.nt dated e tcmber 28 200 I,~ amcno~i by a fir.s.Lanwnd in l a r_~Cffi£11t ~
·harehQ!.dcu~· agreement date~ptcmber 30 2003 andas_amcnded Qx.Jl §C£qr d_amending
ngrccmeo! to 1hl,( sh teholdc_r ·' a !T"e_mcnt dated Mf!rciL)O,_JO tO (t:Qilec.:tiwlY..__th~
.:.:.Qriginal Sharehoht~ to provide for the conduct of certain affairs of
VC, to provide for ceriain restrictions on the transfer and ownership of Shares and to
govern the mutual rights and obligations of the Shareholders with respect to VC and each
other Shareholder.
1 he P.,a.rtic;:s 1vish tQ furth_er am~nd ami ~s.k'l1c-.!.b.£..Qriginal har..e.bolde ' A.,greemc.:nt injts
£I.tlir~~ ~rth in this A_grccrncnt '~ith the intent thaLthis_.&grecmenjJha~
cffcctiv~ i1S of.Laouary ~O l i
NOW THEREFORE in consideration of the premises, the mutual promises herein contained and
other good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged) each of the paniesl!_<lrtics agrees with each other r-fl;'f.artJ' as follows:
1.1 Definitions
ARTICLE I
INTERPRETATION
In tllis Agreement the following tenns shall have the following meanings unless the subject
matter or context o1he1wise requires:
"Act" means the Business Corporations Act (Ontario), R.,S.Q. lj22Q c.J!J 6;
"Agreement" means this Amended and E.e~tate_d SharebLJLdt·J:;' Agreement, all schedules attached
hereto and any agreement or schedule supplementing or amending this Amcndl.!d and l~cstat~d
SharehQidcr~' Agreement. All uses of the words "hereto", "herein", ''hereof, "hereby" and
"hereunder" and similar expressions refer to tllis Arneilltcd J111d Rc~ra eel 'hareholclers' Agreement
-4 -
and not to any particular section or p01tion of it. References to an Article, Section, Subsection or
Schedule refer to the applicable a11icle, section, subsection or schedule of this Atnc Jd_e_.d ao•
{e:;J,atcd SJwrchol lers Agreement;
11Amalgamated Shareholder" has lhe meaning set out in Section 12.3;
.. Arbitration Act" means theArbitrationAct, /CJYl S.O., t..&:J).l.J..2.9.Lc.J7;
"Arbitrator" has the meaning set out in Subsection 12.4(a);
"Arm's Length" has the meaning altdbuted lre~3tn Jl in the Income Tax Act (Canada) provided
ti1at, for the purposes of Secti on 5.3, each Shareholder shall be deemed to be acting at Ann's
Lcnglh with each otber Shareholder and YC;
'•Auditors" means the firm of chartered accountants appointed as auditor ofthe Corporations fi:om
time to time;
"Board" means the Board of Directors ofVC;
"Board Committees" means committees created by the Board from time to time for the purpose
of overseeing specific tasks and rep01ting to the Board and includes the committees referred lo in
Section 3.3;
"Business" means the business of the Corporations as descl.ibed in Section 2.! or as may otherwise
be conducted by the Corporations fi:orn time to time;
"Business Day" means any day otbcr than a Saturday, Sunday, or statutory holiday in Ontatio;
"Chair" means the director elected by the Board to serve as its chairperson from time to time;
"Closing Date" means the date on which the purchase and sale of Shares is to be completed;
"Confidential Information" means any and all infonnation and data relating it1 any manner Lo the
Business and any activities, plans, ideas, products, services, policies or in tenti ons (including
without limitation, informati on of an operational, busin ess, marketing, financial or economic
nature), whether or not prop1ietary in nature, Lb at is of value to th e Corporations and is held by the
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50
~ 5 •
Corporations as a trade secret anu is not generally known to competitors of the Corporations or to
the public;
"Corporations" means collectively VC and lhe Subsidialies;
"Debt" means, with respect to VC and the Subsidiaries, without regan! to any uncapitalized
interest component thereof (whether actual or imputed) that is not due and payable, the aggregate
of the following amounts, each calculated in accordance with generally accepted accounting
principles, unless the context otherwise requires:
(a) indebtedness for money bon·owed (including, without limitation, by way of
overdraft) or indebtedness represented by notes payable and drafts accepted
representing extensions of credit;
(b) the face amount of all bankers' acceptances and other similar instruments;
(c) all obligations (whether or not with respect to the boiTowing of money) that are
evidenced by bonds, debentures, notes or otJ1er simi lar insh·uments;
(d) all liabilities upon which interest charges are customati.ly paid;
(e) any capital stock of VC (or of any Subsidiary lh at is not held by VC or by a
Subsidiary that is wholly owned, directly or indirectly), which capital stock, by its
terms (or by the tenns of any security into which it is convertible or for which it is
exchangeable at the option of the holder), or upon the happenjng of any event,
matures or is mandatorily redeemable, pursuaot to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in part,
on or prior to the maturity date for cash or securities constituting debt;
(f) aU capital Lease obl igations, synthetic lease obligations, obligations under sale and
leaseback transactions and purchase money obligations;
(g) lhe fu ll amount of any COiltingent liability under any guarantee (other than by
endorsement of negotiable instruments for collection or deposit in the ordinary
course of business)
-l 0-
(c) carry a right to receive, on a winding up or dissolution, more than 50% of the
remaining propeLiy of such body corporate after payment of all debts and liabilities
of the body COllJOrate.
1.3 Headings
The division oflhjs Agreement into Articles, Sections and Subsections and the insertion of
headings are for convenience of reference only and shall not affect the consh·uction or
interpretation of this Agreement. The Article, Section and Subsection headings in this Agreement
are not intcnd.ed to be full or precise descriptions of the text to whi ch they refer and shall not be
· considered part of this Agreement.
1.4 Entire Agreeme1tt
Thi · \ •ret:n~lLcQn ·ti 1tcs the c:ntire n,giT,!dlWOt amQ.ng....,tlw Partte~ o.~t1ainin 1 o th~
ui~Ject matter of lhis Alireetne.l1..L..i!.!}d super.se . .des. nll..JlfiOJ cQtrcsnondcncc. u~t~e1nents,
ncvotiatinns. di-scu · ·ons i!nd IJl1der..sl.<mdlrH'S if an writtc11 0 1 n1l. The execution of this
Agreement has not been induced by, nor do any of the lflt~PartL~ rely upon or regard as
material, any representations, warranties, conditions, other agreements or acknowledgements not
expressly made in this Agrccment~~m~ttthtth..;.Hie-tttment·· *q be tleli, .. , .... 1 pur·:uam
~Ill t)( in rhe Nt.;r o"' ."'tgreement. The ~Partie~ agree that the ~i. ,_Qrhdnal
Shareholders' Agreement 111 its.. entirety is hereby tcml-itulted futtl superseded by this Agreement.
1.5 Number and Gender
In this Agreement, words in the singular include the plural and vice-versa and words in one
gender include all genders.
1.6 Accounting Principles
\Vhere....the-C:;'anatlJan lnst·hu-te-ef:.(:'hHft.eR..~-eef)Hftffinf.s-i.lldutles tt recoftHnettd-et4on m its
·l·ku-Hlooek-eenceming lhe-treatment of any ae~.;OO+lttng rnntte~tteh recommendation shall be
regtlfdeti-as-t-fie--en+y-generally at:eef*e&a :rount-Htg"tmn€-ipJ.e..am-~bl e to the eircumstnn\;es thakt
~J'fr-atffi-n .. ~.fef€ftee!i herein to "gEflerally aeeep1etl neeflurlttn~ JJF~H'-!.f.ple~;" ~.hull be int-e-Fpl~tea
eeeeffliflg~)';
55
.. 12 ..
W+1r-flt,1-h.-fight'f-{• 1 liA l!YOHm;'-P"' •n<4!f\'f': (c}-any shares, secudties, wan·ants,
rights or options of any nature of VC or any successor, continuing company or
corporation of VC that may be received by a Shareholder on a reorganization,
amalgamation, anangcment, consolidation or merger, statutory or otherwise; and
{t'ththp~li H~'•, 5Cb t1t1t 11..-m-Wtl ffi:ltlt5:-flglw.rtii~J1hurt+l11.•:FeHtt"'rT= I O:.~H'I~ ltH-i€H-ey
MG:-t~l~t=tlder.atl~¥-J.lielrsh~t.i~''UH~~+gltttreF-er~~io~W·s-ltn! I
0041eemed to be-Shares-t~~tU-JUtFf*tSt.tS-Gfthis Agreeme~
1.10 Interpretation
· If any conflict shall appear between the by-laws and the articles of VC or any Subsidiary
and the provisions of this Agreement, the provisions of this Agreement shall govem.
1.11 Governing Law
This Agreement shall be govemed by and consuued, interpreted and perfotmed in
accordance with the laws ofOnta1io and the laws of Canada applicable therein and shall be treated
in all respects as an Ontario contract.
1.12 Currency
All dollar amounts refetTed to in this Agreement and all payments to be made hereunder are
in Canadian funds.
ARTICLE II
BUSINESS OF THE CORPORATIONS
2.1 Business of the Corporations
The Corporations may engage in the following business activities and such other business
activities as may be permitted by Law and authorized by the Board from time to time:
(a) transmitting or distributing elect1icity;
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office of Ma~ OtHhe appotnt-itl~-&1-h t ;lw.l h:r 51 AH 4&Fthwi-Ht j)liH: fl
Ylatr;r-er-rhHI yor's Oesigaate, as RPJ~Ii€ahle;-C~eh-Initt&l-Shflr€lwl.aer shall
R*Hffia~-e-the-Board m em her:; of il!r€OOHeH-{-tJ1t:h!tli-Rg-t~layer-&Hl=t~I-ayor!s
Designater{.!!t.~uHCil Appointees") pmv-ieetHhat ut least one nemi-eee-&:f-eaek
lnit-ifll..Shai'eltekler shull not ue u Cot-m~peiptJ"~t> qfHtat-lfti.t.i~reh~In
addition to the requirements of the Act, the qualifi cations of candidates for the
Board and th~ b~)ard cl..Q.trc,;ct >(."of a_ny Subs;di ~ny. shall, where possible, include
the following:
(i) business expCiience;
(ii) time availability;
(iii) fmancial skill s;
(iv) marketi'ng skills;
(v) industry knowledge;
(vi) independence of judgment;
(vii) integrity;
(viii) knowledge of public policy issues relating to the C01voralions; and
(ix) knowledge and experience conccming envirom11ental matters, labour
relations and occupational health and safety issues.
ill f t Nominees of Transferee Shal'eholdcrs. Following the transfer of Shares to a
Transferee Shareholder, that Transferee Shareholder shall be entitled to nominate
one member of the Board for each whol e block of Shares owned by the Transferee
Shareholder representing 9% of the total issued and outstanding Shares. /\
Transferee Shareholder owning less lhan 9% of the total issued and outstanding
Shares shall not be entitled to nominate any member ofthe Board and a Transferee
Shareholder owning less than 18% of tile total issued and outstanding Shares shall
only be entitled to nominate one member of the Board. An Amalgamated
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3.6 Decisions of the Shareholders
All decisions or reso lulions of the Shareholders shaiJ require, and shal1 be deemed to be
effective upon, the approval of at least two thirds oflhe voles cast at a meeting of Shareholders. A
Shareholders' resolution in wtiting signed by all of Lhe Shareholders entiHed to vote on that
resolution at a meeting of the Shareholders is as valid as if it had been passed at a meeti11g ofthe
Shareholders.
3.7 Sharelwlder Repre.fientative
Each IJ ~~Shareholder shall designate tl1e Mayor as the lega l representative of that I H.-tal
Shareholder (the "Shareholder Representative") for purposes of providing any consent or
approval req uired by this Agreement or by the Act. ln U1e event that the Mayor is unable or
unwillmg to act as the Sharebolder Representative, the Chief Admi nistrative Officer (or the
individual who performs the equivalent duties) shall be the Shareholder Representative for
purposes of this Agreement ond ofthe Act unless the-1 ~._ ~1 Shareholder determines otherwise . .A,~
hmi 1 ,\ Shareholder shall designate its Shareholder Representative (by proxy duly completed in
accordance with the Act) as its representative to attend and vote at any meeting of Shareholders.
3.8 (JJ.7icers
(a) The officers of VC shall include a President and such other officers as U1e Board
may determine from time to time. TI1e Board shall appoint the officers ofVC fro m
time to time.
(b) For greater certainty the ~~=l ~ !\n_t_t~ recognize that in carryi ng on the ordinary
course of Business, it is not practicable for the Board to be involved in lhe day to
day affairs ofVC. The Board will delegate responsibilities to tJ1e officers, who wi ll
repo rt to the Board and the Board Committees from time to time as required.
3.9 Matters Requiring Shareholder Approval
The Shareholders agree that, without Shareholder approvoJ given m accordance with
Section 3.6, VC sball not:
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(a) amend its articles (within the meaning of the Act) or enact, revoke, or amend any
by-law of VC;
(b) issue, or enter into any agreement to issue, any shares of VC of any class, or any
securities conveli ible into any shares of any class, or grant any option or other Light
lo pttrchase a11y such shares or securities conve1iib le into such shares;
(c) redeem, purchase for cancellation or otherwise reli re any of its outstanding Shares;
(d) sell or otherwise dispose of, by conveyance, transfer, lease, sale and leaseback,
merger or other reorganization or b·ansaction, m01igage, pledge, charge or
otherwise grant a security interest in, all or substantially all of the assets or
undertaking ofVC;
(e) enter into any contracts, commitments or transactions that would increase the
Debt/Equjty Ratio to greater than 70% Debt1 \Q,~J~quit ;
(f) grant security [or or guarantee, or otherwise become liable for any debt, liability or
obligation of any Person other than a Subsidiary;
(g) take or institute the proceedings for any winding up, reorganization or dissolution;
(h) enter into any amalgamation, anangement oi consoli dation; and
(i) apply to continue as a corporation under the laws of another jurisdiction.
3.10 Unanimous Shareholder Agreement
Each of the Shareholders acknowledges that this Agreement is intended to operate as a
unanimous shareholder agreement with respect to VC within the meaning of the Act. Pursuant to
Section I 08(2) of the Act, the discretion and powers of t·he Board to manage or supervise the
management oftbc business and affa irs ofVC are hereby restricted to U1e extent of the provisions
of Secti on 3.9 ofthis Agreement.
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3.11 Agreement Binds Veridian Corporation and Subsidiaries
VC and the Subsidiaries, by their execution of or aclmowledgcment to be bound by tllis
Agreement, acknowledges that they have actual notice of the tem1s of this Agreement, consent to
this Agreement a11d by this Agreement covenant with each of the Shareholders that they wi 11 at all
times during the tem1 of th is Agreement:
(a) give or cause to be given such notices, execute or cause to be executed such deeds,
transfers and documents as may from time to time be necessary or conducive to the
can·ying out of the tem1s and intent of this Agreement;
(b) do or cause to be done all such acts, matters and things as may from time to Lime be
necessary or conducive to the carrying out of the terms and intent of this
Agreement; and
(c) take no action that would constitute a contravention of any of the terms and
provisions ofthis Agreement.
3.12 Auditors
The Auditors shall be appointed by the Shareholders from time to time.
3.13 Banking
\'~'1 ht.: Cumor<J.Jiun~ ' ... bankers shall be such financial institution(~ as the Board shall
from time to time determine. All resolutions respecting banking autbmity, the opening of bank
accounts and U1e draw ing on such accounts shall require the consent of the Board before becoming
effective.
3.14 Fimmcial Statements
VC shall cause to be prepared and delivered as soon as reasonably practicable and in no
event later U1an 180 days after the end of each li.scal year of VC tlll.i V(.l annual audited
consolidated financial statements fo r such fiscal year prepared in accordance with ;ener-:.lly
~~..efktet:eum-m~~le-sGA~l~ and accompani ed by a repott oft.be Auclitors.
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ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
4.1 Representations aud Warranties
Each of the Shareholders represents and watTants as follows and acknowledges that each of
the other PJHI-C':ii>i.lrlll!~ hereto are relying on such representations and wan·anti es in connection
with the entering into of this Agreement:
(a) it is the registered and beneficia l owner of U1e Shares stated to be owned by such
Shareholder in the recitals hereto, free and clear of all Encumbrances and there are
no outstanding agreements, options, wan·anls or other rights capable of becoming
an agreement, option or wan ant to purchase such Shares;
(b) it has the power and capacity to own its assets and to enter into and perform its
obligal1ons hereunder and has taken all necessary action to authorize the execution
and deli very of this Agrcemen t;
(c) this Agreement and the transactions contemplated herein have been duly auU1orized
by it and constitutes a valid and binding ob ligation of it enforceable against it in
accordance with its tenns subject to the laws of bankruptcy and the availability of
equitable remedies; and
(d) the execution, delivery and perfm1na nce of this Agreement does not and will not
contravene the provisions of its articles, by-laws, constating documents or the
provisions of any agreement or other instrument to whi ch it is a ,~ l'tj ,uny or may
be bound.
4.2 Covenants
Each of the Shareholders covenants and agrees with each other 1 ~~art~ hereto that all of
the foregoing representations and warranti es pertaining to it set forth in Article 4.1 will continue to
be true and con-ect during lhe continuance of this Agreemenl.
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ARTICLE V
TRANSFER OF SHARES
5.1 General Restriction on Transfer
Save and except for transfers made pursuant to and in accordance with Sections 5.3 and 5.4
of this Agreement, no Shares, nor the whole or any item or part of any right, title, benefit or interest
therein or li1ereto, may be sold, transferred, assigned, made subject to any Encumbrance or
otherwise disposed. No Shareholder shaH be entitled to create or grant an Encumbrance on its
Shares.
5.2 Legend 011 Shares
All share certificates representing Shares of VC shalL bear on their face the following
notation:
"The shares represented by this certificate arc subject to the provisions of the
Q..tigjnal Shareholders' Agreement made as of September 28, 2001 among al l of the
sharehold ers of the Corporation as at that date, which agreement contains
restrictions on the right to sell, transfer, pledge, m01igage, assign, vote or otherwise
deal with or encwnber such shares. Notice of such restrictions and the other
provisions of such agreement is hereby given. A copy of such agreement is
available for inspectio.n from the Secretary of the Corporation on request."
5.3 Rights of First Reji1sal
If any Shareholder (in this Article V called the "Selling Shareholder") wishes to sell all,
but not less than all, of its Shares (subject to Section 5.5) to a Person with whom it deals at Ann's
Length, the other Shareholders and VC (in this Alticle V called the "Other Holders") shall have
the prior right to purchase such Shares in accordance with the following provisions:
(a) Notice of Offer. A Selling Shareholder shall give to the Secretary of VC and to
eacb Other Holder notice in writing of its desired intention to sell aU, but not less
than all, of its Shares (in Lhis Article V called the ''Offered Shares"). TI1e notice
(in this Article called the "Selling Notice") shall have annexed thereto a true copy
oflbe offer, agreement or similar document (lhe "Offer") containi.ng the tenns and
conditions pursuant to wh ich the Selling Shareholder wishes to sell the Offered
Shares to the prospective purchaser (in this Arucle V called the "Prospective
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Purchaser"), who shall be identified, and the price and tenus of payment which the
Selling Shareholder is willing to accept for the Offered Shares which shall be the
same as set forth in the Offer;
(b) Offer Open During Notice Period. The Secretary of VC shall thereupon be
deemed to be the agent of the Selling Shareholder for the purposes of offering the
Offered Shares to the Other Holders on the terms of payment and for the price
contained in the Selling Notice and the offer by the Secretary shall be irrevocable
and remain open for acceptance, as hereinafter provided, for a period of 60 days (in
this Article V called the "Notice Period") after receipt of the Selling Notice by the
Secretary;
(c) Acceptance of Offer. Within 15 Business Days after receipt of the Selling Notice
by the Secretary, the Secretary shall offer the Offered Shares for sale to the Other
Holders as nearly may be in proportion to the number of Shares held by each such
Other Holder respectively as at the date of such offer. The offer by the Secretary
shall state that any Other Holder desiring to purchase a number of Offered Shares
less than or in excess of its proportion shall indicate in its notice to the Secretary (in
this Article V called the "Purchase Notice") stating the number of Offered Shares
it desires to purchase. If, within the Notice Period, a Purchase Notice has not been
received by the Secretary ofVC from an Other Holder, such Other Holder shall be
deemed to have declined to purchase the Offered Shares being offered;
(d) Excess Shares. If the Other Holders do not claim their respective proportions, any
unclaimed Offered Shares shall be used to satisfy the claims of such Other Holders
for Offered Shares in excess of their prop01iions. If the claims in excess are more
than sufficient to exhaust such unclaimed Offered Shares, the unclaimed Offered
Shares shall be divided pro rata among such Other Holders desiring Offered Shares
in excess of their proportion, in proportion to the number of Shares held by them
respectively as at the date of such offer, provided that any unclaimed Offered
Shares after such pro rata division shall be divided pro rata among Other Holders in
proportion to their claims in excess of their respective proportions determined as
aforesaid. Notwithstanding anything to the contrary, no Other Holder shall be
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bound to purchase any Offered Shares in excess of the amount indicated in its
Purchase Notice;
(e) No Fractions. If the Offered Shares are not capable, without division into
fractions of Shares, ofbcing offered to or being divided among the Other Holders in
the proportions above mentioned, the same shall be offered to or divided among the
Other Holders as nearly as may be in the proportions hereinbefore mentioned and
any baJance shall be offered to or divided among the Other Holders or some ofthem
in s·uch equitable manner as may be determined by the Board;
(f) SaJe. If all, but not less than all, of the Offered Shares are accepted by the Other
Holders pursuant to the provisions of U1is Section 5.3, the Offered Shares shall be
sold to the Other Holders for the pri ce and tor the tenns contnined in the Selling
Notice;
(g) Deemed Refusal. If Purchase Notices have not been received by the Secretary in
respect of all of the Offered Shares within the Notice Period, the Other Holders, and
each oflhem, shall be deemed to have declined lo purchase the Offered Shares and,
subject lo the provisions of paragraph 01), U1e Selling Sharel1older may within 60
days after the expiration of the Notice Period sell all, but not less tlJan all, of the
Offered Shares to the Prospective Purchaser at thep1ice.and upon terms of payment
which are not more favourable than those specified in the Selling Notice; and
01) Prospective Purchaser Bound. The Selling Shareholder shall sell the Offered
Shares to a Person who is not a ~Pjllj y hereto only if such other Person
simultaneously with any s11ch sale executes .and delivers to each of the other
paFHesParJ~t::· hereto a counterpart of this Agreement in which case such Person
shall have the rights of a Transferee Shareholder and shall be subject to the same
obligations as a ~p~ Lo this Agreement as if it were an original signatory in
place of the Selling Shareholder or its predecessor in title originally f*Ylj'Par:ty to
this Agreement, as applicable. Without limiting Lbe generality of the foregoing, a
Transferee Shareholder shall agree to be bound by tbc provisions of Section 7. l.
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(i) Veridian Corporation as Purchaser. The Other Holders, except VC, may cause
VC to act as an Other Holder.
5.4 Piggyback lUgltt
In the event one onnore Selling Shareholders receives an Offer and, in accordance with the
procedures set forth in Section 5.3, the Other Ilolders decline to purcbase the Offered Shares from
the Selling Shareholder(s), and the Shares whlcb the Selling Sharcholder(s) wish to sell under U1e
Offer(s) would result in a Person owning more than 49% of all of tbe issued and outstanding
Shares, then each Other Holder except VC shall have the right to require that all, but not less than
all, of its Shares be sold to the Prospective Purchaser, on the same tenns and conditions as those set
out in the Offer; provided that, if the Prospective Purchaser will not purchase the aggregate amount
of Shares which the Selling Shareholder(s) and the Other Holders except VC requested to be sold
pursuant to U1e immediateJy preceding sentence, the number of Shares which tJ1e Selling
Shareholder(s) and the Other Holders except VC shall be pcm1itted to sell to the Prospective
Purchaser shall be proportionately reduced so that each may sell tl1e same percentage of its Shares.
The Other Holders except VC may only exercise their right under this Section 5.4 by written notice
given Lo tbe Secretary ofYC within the Notice Period.
5.5 Amalgamated Shareholder
An AmaJgamated Shareholder is entitled to sell its Shares in accordance with lhis
Agreement in the same manner as if the Amalgamated Shareholuer had not been amalgamated
and , may for the purposes of Section 5.3 offer to sell less than all of its Shares (only if such
Amalgamated Shareholder sells its Shares in the original blocks held by it prior to amalgamation)
provided that each offer is otherwise made in compliance with Section 5.3.
ARTICLE V1
CLOSING OF PURCHASE TRANSACTION
6.1 Thne and Place o.fClosiug
The closing of any purchase and sale of Shares contemplated by Sections 5.3 or 5.4 of this
Agreement shall unless otherwise agreed upon by the r I~J.,...Pnd t~~ to such transaction, take place
at tbe registered office of VC on the date specified in the Selling Notice.
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6.2 Document~· to be delivel'ed by the Vendor
On or before the closing of a purchase and sale of SlJ ares contemplated hereunder, the
vendor shall deliver to the purchaser the following (each in toml and substance satisfactory to the
purchaser):
(a) a share cettificate or certificates representing the Shares being sold, duly endorsed
in blank for transfer or newly issued in the name of the purchaser;
(b) a certificate of a senior ofttcer certifying that any representations and wan·anties made
by such vendor in this Agreement are true and correct as oftl10 Closing Date;
(c) the written resignation of such vendor's nominee(s) to the Board and a release by such
nominec(s) of all claims against VC with respect to any matter or thing arising as a
rcsul t of being a director;
(d) U1e Wii1ten release of the vendor of all claims against VC and the Subsidiaries, any
of the other Shareholders wit h respect to any matter or thing arising up to and
including the Closing Date as a result of being a Shareholder; and
6.3 Documents to be delivered by the Purclta$er
On or before tl1e closing of a purchase and sale of Sbares contemplated hereunder, the
purchaser shall deliver to Hie vendor tbe following:
(a) a certified cheque or bank draft in an amount equal lo the purchase price for tho
Shares being purchased;
(b) in the event Shares are sold to a Person who is not a Shareholder pursuant to
Sections 5.3 or 5.4 hereof, a duly executed counterpart of this Agreement or other
agreement pursuant to whicb such Person agrees to be bouod by the provisions
hereof; and
(c) such other documents as may be reasonably required by any 1.~~Par1,Y to such
purchase and sale to properly complete the purchase and sale of the Shares.
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6.4 FaiiUJ't to Complete Sale
In the evenl the vendor fails to complete the subject, purchase and sale transaction, the
purchaser shall have the right to deposit the purchase price for the subject Shares for the account of
the vendor in an interest-bearing account at a branch ofVC's bankers. Thereafter, notwithstanding
that Lbe documents required pursuant to Section 6.2 have not been delivered by the vendor, the
purchase and sale of the subject Shares shall be deemed to be fully completed and all rigl1t, ti tle,
benefit and interest, both allaw and in equity, in and to the subject Shares shall be deemed to have
been transferred and assigned to and become vested in the purchaser and all right, title, benefit and
interest, both at law and in equily, ofthe vendor or any other Person having an i11terest in and to the
subject Shares shall cease and the records o fVC shall be amended accordingly.
ARTICLEVTI
NON-COMPETITION AND CONFIDENTIALITY
7.1 Non-Competition
(a) Each Shareholder covenants and agrees that it shall not, except tlu·ough VC or
otherwise with the consent of all Shareholders, or as provided in Section 7. I (b),
directly or indirectly, fi·om the elate hereof until 2 years after U1e t' ..t Pan.Y ceases
to he a Shareholder, compete within (a) Ontario; or (b) South Central Ontario; with
the Business, whether by carrying on or engaging in or being concemed with or
interested in or advising, lending money to, guaranteeing the debts or obligations of
or permitting tl1e t rft7~rjy's name or any part thereof to be used or employed by
any Person engaged in or conccmed with or interested in any business within (c)
Ontario; or (d) South Ccutra1 Ontario that is competitive with tl1e Business, or
otherwise.
(b) The 1 ,1i#~Pa1t1~_:. acknowledge that (i) a municipality other tban the Shareholder
wbich is a shareholder of one or more corporations inCOf110rated under the Act for
the purposes of generating, transmitting, distributing or retailing electricity, and (ii)
a person which holds a portfolio investment of less than 5% of the shares of a
corporation whose shares are publicly traded which competes wilh the Business is
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petmitted to become a Shareholder in accordance with the provisions of this
Agreement.
7.2 Co1tjidentiality
Each Shareholder shall not use or disclose to any Person otber Ulan in the ordinary course
of the Business of the Corporations, directly or indirectly, any Confidential lnfom1ation l:lt any
time other than to employees, officers or directors of such Shareholder provided that all such
Persons shall treat such infonnation as confidential and not disclose same to any Third Pa1ty nor
use the same for any purpose oth er lhan for the plliJ)OSes of tJ1e Corporations or in respect of a
Shareholder's investment in tho Corporations, provided, however, th at nothing in this Article VII
shall preclude a Shareholder from disclosing or using Confidential Inforn1ation if:
(a) the Confidential Infonnation is availab~e to the public or in the public domain at th~
time of such disclosure or use, without breach of this Agreement;
(b) disclosure of Confidential fnfonnation is required to be made by any law,
regulation, govemmcntal body or authotity or by court order;
(c) disclosure of ConfidentiaL fnfonnation is mad e in coru1ection with any arbitration
pursuant to Section .J..-I.-:.4 l2A;
(d) disclosure of Confidential Infonnation is made to a court which is dctennining the
rights of the 1 'ft ~ artLe..~ under this Agreement;
(e) the Confidential Information is properly within the legitimate possession of a
Shareholder prior to its disclosure hereunder and without any obligation of
confidentiality;
(f) oftcr disclosure, Lbe Confidenti al Infonnalion is lawfully received by a Shareholder
fi-om another Person who is law(blly in possession of such infonnation and such
other Person is not restricted from disclosing U1e in formation to the Shareholder,
(g) the disclosure of Confidential Infomtation is necessary to complete a transfer of
Sho res in accordance with this Agreement;
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(h) the Confidential Information is independently developed by a Shareholder through
Persons who have not had access to, or knowledge ot: the Confidenlial lnformation,
other than as pennitted in (a) through (g) above or (i) below; or
(i) the Confidentiallnfonnat1on is approved by the Corporations for disclosure prior to
its actual disclosure.
Each Shareholder acknowledges and agrees that the obligations under this Section 7.2 shall
remain in effect for the period of two (2) years after it ceases to be a Shareholder. Notwithstanding
the foregoing rcshictions, the nominees of the Shareholders on the Board shall be entitled to
discuss the affairs of the Corporalions witl1 the officers, directors, employees and representatives
of such Shareholder.
7.3 Injunctive Relief
Each Shareholder understands and agrees that VC, and consequently the other
pRrr~rJ~IJi~;_s, will suffer irreparable hann in the event that the Shareholder breaches any of the
obligations set out in tbis Arti cle VII and that monetary damages shall be inadequate to
compensate for the breach. Accordingly, each Shareholder agrees that, in the event of a breach or
threatened breach by it of any of tb e provisions of this Article VU, VC and the other ~?~~Part h.:
hereto, in addition to and not in limitation of any other rights, remedies or damages available to
them at law or in equity, shall be entitled to an interim injtmction, interlocutory injunction and
permanent injunction in order to prevent or to restrain any such breach by the Shareholder.
7.4 Accounting for Profits
Each Shareholder agrees that in the evenl of a violation of any of its covenants or
agreements under lhi s Article VIT, VC shall be en1itled lo an accoLinting and repayment of all
profits, compensation, royalties, conunissions, remunerations or benefits which the Shareholder
directly or indirectly shaJI have realized or may realize relating to, growing out of, or in connection
with any such violation(s); this remedy shall be in addition to and not in limitation of any
injunctive relief or other rights or remedies to which VC and the other ., tme ·PaltJts are or may be
entitled allaw or in equity or otherwise under thi s Article VH.
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7.5 ReasOttableness of Restrictions
Each Shareholder ack11owledges that it has given careful consideration to the provisions of
Sections 7.1 to 7.4 above and, having do11e so, agrees that the restrictions set forth in those sections
are fair and reasonable and are reasonab ly required for the protccLion of the other Shareholders'
investments in VC and for the protection ofthe interests ofVC and its Business, and that it is bemg
reasonably compensated for the imposition of such restrictions.
ARTICLE VITI
SALE OF SURPLUS ASSETS
8.1 Rigltt of First Refusal
In U1e event that VC or any Subsidiary intends to sell any Surplus Assets, the municipal
Shareholder in whose legal boundaries the Surplus Assets are located shaH have a first right of
refusal to purchase the Surplus Assets at their Fair Market Value. Such municipal Shareholder
shall be entitled to receive Wlitten notice of any proposed disposition 90 days from tbc date of such
notice to exercise its right to purchase, failing which the Surplus Assets may be sold by VC or any
Subsidiary as the case may be.
ARTICLE IX
BOOKS, RECORDS AND RIGHT TO INFORMATION
9.1 Books ami Records
VC shall at all times maintain at its registered office proper books of account, which shall
contain accurate and complete records of all transactions, receipts, expenses, assets and liabilities
ofVC.
9.2 Right to Information
The fl~+-sPurt~ covenant and agree that each Shareholder of VC shall have rights of
inspection as set out in Sections 140, 14 1, 144 and 145 of the Act.
-40-
binding on and enure to the benefit of the re-Ftie:tParttes hereto and their respective successors and
pcnnitted assigns. Reference in tlli s Agreement to any r~. !!!lrtv shall be deemed to include
reference to such ~·Fl)'P<i .¥and its respective successors and assigns as pem1ittcd l1ereundcr.
12.3 Amalgamation of Jl,funicipal Shareholders
Two or more l.ti#l-I Shareholders that amalgamate ("Amalgamated Shareholder") shall
retain the same tights granted under lhis Agreement as if the respective 1Hil l'l Shareholders had
not amalgamated except as otherwise provided herein.
12.4 Arbitration
(a) Selection of Single Arbitrator. The Shareholders agree that any controversy,
disj)Ute ot claim between thew or any of them atising out of or relating to this
Agreement or the performance, enforcement, breach, te1mination or validity of it,
including the dctennination of the scope of the Agreement to arb itrate, shall be
detem1ined by arbitration before a single arbitrator (the "Arbitrator") agreed to by
all of the Shareholders. lf the Shareholders are unable to agree on the Arbitrator,
then, an application may be made under th e Arbitration Act to a judge for the
appointment.
(b) Referring Dispute. Any Shareholder may refer a dispute to the Arbitrator by
providing notice in wliting to the Arbitrator and to al l of the shareholders hereto
expressing its intention to refer th e dispute to arbitration and bricily describing the
nature of the dispute.
(c) Attempted Settlement. Upon service of the notice refen·ed to above, the
Shareholders who are party to the dispute (the "Disputing Shareholders") will
attempt to negotiate a settlement of th e dispute amongst themselves. 111 the event
tl1at the ~.Pat1ic~ are unable to reach settlement by themselves w1thi n 10 days
oftl1e service ofthe notice referred to above, the Shareholders will proceed with the
arbitration and any Disputing Shareholders shall be free to apply to the Arbitrator
for directions as to the scheduling of the arbitration itself and tJ1e pre-hearing
procedures.
85
86
-41 -
(d) Decision Final and Binding. The Shareholders agree that the award of the
Arbitrator shaU be final and binding without any right of appeal and shall be the
sole and exclusive remedy between them regarding any claims, counterclaims,
issues or disputes rcfctred to the Arbitrator.
(e) Powers of Arbitrator. The Shareholders agree that the Arbit1·ator shall have U1e
powers and jurisdiction of an arbitrator pursuant to the Arbitration Act and such
power shall include the power to award interim and interlocutory injunctions and
other equitable relief.
(f) Costs. The Arbitrator shall have the power to award the costs of the Arbitrator's
services and related costs against either ~Eartv; however, each , ft;'P~rty will
bear th e costs of their own counsel and witness fees.
(g) Written Notices. All notices by one Shareholder to the other in connection with
the arbitration shall be in writing and shaJl be deemed to have been duly given or
made if delivered or sent by facsi mile transmission to the addresses provided in this
Agreement.
12.5 Further Assura1tces
Each .~~d~ hereto shall do such acts and shaJJ execute such further documents,
conveyances, deeds, assigmnents, transfers and the like, and will cause the doing of such acts and
wm cause the execution of such further documents as are within its power as any other , • yP1\Jt\'
may in writing at any time and from time to time reasonably request be done and or executed, in
order to give full effect to the provisions of this Agreement.
12.6 Severability
If any provision of tl~s Agreement is detennincd to be invalid or unenforceable by a court
of competent jutisdiction .fi·om which no fiuiher appcaJ lies or is taken, that provision shaJI be
deemed to be severed herefrom, and the remaining provisions of this Agreement shall not be
affected tl1ereby and shall remain valid and enforceable.
-42-
12.7 Amendment, Modification and Waiver
This Agreement may oot be modified, amended, terminated or suppl emented ex.ccpt as
agreed, in writing, by Shareholders both compri sing a majority in nwnber of the Shareholders and
holding not less than 51% of the Shares then issued aud outstanding. Tn the event that the -1-nttHl-1
Sharehold ers amalgamate sucl1 that only two Shareholders remain, this AgTecmenl may not be
modified, amended, lenninated or supplemented except as agreed, in writing~ by aU the
Shareholders. Any waiver of, or consent to depart from, the requirements of any provision of this
Agreement shaJI be eft<~ctive only if it is in writing and signed by the l 'flt~P~ giving it, and only
in the specific instance and for lhe specific purpose for which it has been given. No failme on the
part of any ~l tRYP~ to exercise, and no delay in exercising, any rigbt under this Agreement shal l
operate as a waiver of such right. No single or partial exercise of any such right shall preclude any
other or further exercise of such right or the exercise of any other right.
12.8 Time of Essence
Time is of the essence of this Agreem ent.
12.9 CouJtterparts
Thjs Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken togctber shall constitute one agreemen t.
12.10 No Partllership
Nothing in U1is Agreement shall be deemed in ru1y way or for any purpose to constitute any
t\8fW~ a partner of or a. joint venture with ru1y other t"'m-ryfJnty.
12.11 Proceedings
The covc11ants, agreements and obligations herein expressed to be observed and performed
by the 1 fit "Partte_s hereto may be enforced by any ofthe ~farl te' hereto pursuant to Section
-l-..4lb~ without joining the remaining f ~R-h..-s.Partacs as parties in any proceedings.
87
-44-
IN WITNESS WHEREOF the 1 .ffies.Pa ic~ hereto have duly executed this Agreement
as of the date firs t above written.
THE CORPORATION OF THE TOWN OF AJAX
Ste.,·e Parish, Mayor
Br. Marty deRond, ClerlE
THE CORPORATION OF THE CITY OF
BELLEVILLE
----------------------------~
George A. :6ego\:lras, Mayor
By7 Jary Plamondon, Clerk
THE CORPORATION OF THE TOWN OF AJAX
----------------------------~s
c/.s -----------------------------
89
-45 -
THE CORPORATION OF THE CITY OF BELLEVILLE
-------------cis
-------------fb.
THE MUNICIPALITY OF CLARINGTON
ch ------------------
By: c/s
Jelm MutteR, Mayor
Mary Knight St&J'iley, Deputy Cler*
90
lQR0 1:544 96: vl3
-46-
THE CORPORATION OF THE CITY OF PICKERING
---------------------------
By:
'.1/ayae Arthurs, Mayor
VERIDIAN CORPORATION
By: Brece Tltylor, Clerk
VERIDIAN CONNECTIONS INC.
By:
VERIDIAN ENERGY INC.
By: --------------------------
~
c/s
c/s
c/s
~
91
-47-
VERIDit ... ~ CORPORATION
John Wiersma, President
James I. Mason, Director
VERmU .... ~ CONNECTIONS INC.
J 00 miersma President Er~ YF >
Jim MeMaster, Direetor
92
-48 -
VERII>VL"'l ENERGY INC.
John Wiersma, PresideAt
JifR Witty, Direetor
93
96
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Shareholders' Agreement
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Whereas Pickering City Council is advised and informed by an established and
experienced full-time Planning Department staffed with accredited professionals,
who are capable of making decisions in the public interest;
Whereas Pickering Council is eager to adopt the responsibilities their
constituents expect of them. Councillors have the benefit of ongoing engagement
with the communities they represent, and have extensive knowledge of local
issues, opinions and needs, both large and small, on which they base their
decisions;
Whereas Council and the Planning staffs ability to plan is undermined if
applicants calculate that it is in their interests to treat City processes as a mere
formality en route to an OMB hearing. Although many applicants are fair and
reasonable in their dealings with the City, the OMB appeal process is not
conducive to fostering good-faith negotiations and efforts;
Whereas the current OMB hearing process is too cumbersome, too expensive,
too time-consuming and too legalistic to facilitate wide-ranging citizen
participation and is therefore unfair to the local residents, as well as the
community at large;
Whereas the current OMB process is also a drain on City Planning and Legal
resources. Great urban planning is about looking forward, using planning
documents/guidelines/frameworks with the benefit of past professional
experience, and this should be what planners should spend their time doing.
Whereas the OMB tends to act as an arbitrator between the public and private
interests, a function more suited to the Courts, which are a more appropriate
venue for legal disputes;
Whereas The Planning Act treats appeals of municipal planning decisions to the
OMB as de novo hearings and allows the OMB to substitute its decisions for
those taken by democratically elected Councils, generally having little regard for
the public interest as expressed through these Councils;
Whereas the Ontario Divisional Court held in the decision Minto Communities
Inc. v. the City of Ottawa that the OMB's powers on appeal of municipal planning
decisions have not been altered by the requirement that it consider municipal
decisions;
Whereas the Ontario Divisional Court has stated that a "more clear· and specific
expression of legislative intent" would be required to change the traditional role
and practices of the OMB;
Whereas certain planning matters respecting land severance applications and
minor variances heard by the Committee of Adjustment, as well as heritage
designations established by Council, are also subject to appeal to the OMB;
Whereas it is manifestly undemocratic for an appointed board such as the OMB
to substitute its opinions for the considered judgment of elected Councillors and
professional City staff on matters affecting municipalities in which the Councillors
and City staff will continue to live and in which the OMB has no ongoing
presence;
Whereas furthermore, on June 22, 2011, the Council of the City of Mississauga
voted unanimously to abolish the OMB.
Now therefore be it resolved that the Minister of Municipal Affairs and Housing
(MMAH) be requested to amend the Planning Act, the Heritage Acts, and all
other legislation under which the OMB operates and has jurisdiction, to abolish
the OMB and to provide that decisions of Municipal Councils are only appealable
to the courts on questions of law;
.That copy of this resolution is sent to the MMAH, all local members of Provincial
Parliament and GTA municipalities;
That Council support the request of the City of Mississauga to the MMAH for
public consultations on these requests, and advise the Minister of its support in
writing and offer of assistance to liaison with local stakeholders including
business owners, property owners, residents, and individuals and corporations
working in land use development and planning.
c) Electronic Voting for Council
Moved by Councillor Rodrigues
Seconded by Councillor O'Connell
Whereas it is important for residents and other people to know how Pickering
Council (City Councillors, Regional Councillors and Mayor) have individually
voted on all matters in Pickering Committee and Council Meetings;
Whereas accountability and transparency can be significantly improved by
having a method to make and keep a record of individual votes by Councillors
and Mayor, for each matter on the meeting agendas, such as reports and
motions that are voted upon;
Whereas community engagement and public awareness and confidence can be
addressed by having the individual Members of Council voting record for each
matter readily available;
Whereas such a system of recording (electronically) the votes of each Member of
Council, would demonstrate the commitment to accountability by the City of
Pickering's Municipal Government;
Now therefore be it resolved that Council requests Pickering City staff investigate
the various options for the equipment needed in order to allow for electronic
voting by Members of Council at Committee and Council Meetings;
99
100
And therefore the equipment should incorporate the ability for the recorded vote
to be viewed by the public on a screen in the Council Chambers;
And therefore to ensure that each individual's vote on each matter is recorded,
and readily retrievable for greater transparency and accountability, staff are to
report back to Council regarding the implementation of an electronic voting
system, a budget for the system and a timeline for the installation of the system
In the Council Chambers.
By-laws
7362/14
7363/14
7364/14
7365/14
June 16, 2014
Being a by-law to provide for the administration and
enforcement of the Building Code Act, 1992 within the City of
Pickering. [Refer to Executive Committee pages 362 to 392]
Being a by-law to adopt Amendment 23 to the Official Plan
for the City of Pickering (OPA 13-002/P) (By-law attached)
Being a by-law to amend Restricted Zoning By-law 3037, as
amended, to implement the Official Plan of the City of Pickering,
Region of Durham, for the Seaton Urban Area in the City of
Pickering. This by-law was approved by the Ontario Municipal
Board Decisions dated December 17, 2013 and January 24, 2014,
and confirmed by an Order in Council by the Lieutenant Governor
of the Province of Ontario, dated March 26, 2014. (OMB Decision-
,no action required, by-law being assigned a number for record
keeping purposes. The by-law can be obtained by contacting the
City Development Department)
Being a by-law to declare certain lands surplus to the needs of The
Corporation of the City of Pickering for the purpose of sale. (By-law
attached)
1 01
The Corporation of the City of Pickering
By-law No. 7363/14
Being a By-law to adopt Amendment 23 to·
the Official Plan -for the City of Pickering
(OPA 13-002/P) .
Whereas pursuantto the Planning Act, R.S.Q. 1990, c.p.13, subsections 17(22) and
21(1 ), the Councilof theCorporatiori of the Cityof Pickering may by by~law adopt
amendmerlts to the Official Plan for the City of Pickering; · . . ..
. ~ .
And whereas pursuant to Section 17(10)' ~f thePlaniJfng Act, the Minister of Municipal --
Affairs and Housing has by order aUthorized Regional Council to pass a by-law to
··.exempt proposed area municipal official plan amendments from its approval; . ' ' . . . . . . . .
103
.·And whereason February 23, 2000 Regiona'l CounCil passed By-law 11/2000 Which
._ allows the Region to e?<"empt proposed area municipal official plan amendments frorn its
approval;
And wh~reas the Region has advise-d that Amendment 23 tothe City of Pickering
·_ Official Plan is ext:;mpt frorl-r Regional approval; ·
. . . .
Now ther~fore the Council of The Corporation of the City of Pickering hereby enacts as
-. follows: · ·. · -·
. . -. . .
· 1. · That Amendment 23 to. the OffiCiai'Pian forthe City of Pickering, attached hereto
as Exhibi(''A'', is hereby adopted; · · · ·
2. That the City Clerk is hereby authori;z:ed and directed to forwardto the Regional
Municipality of Durham the doc;umentation required by Procedure: Area· -
.Municipal Official Plans and Amendments;
' . ; -. " ·. . .
3. _ This BY-law shaii come jnto forceand take effect on fhe day of the final.passing
hereof. · ·
By-law passed this 1.6th day of June,2014.
David Ryan, Mayor
Debbie Shields, City Clerk
Exhibit "A"to By-law 7363/14
Recommended Amendment23
to the City of Pickering OfficiaJ Plan .
104
Purpose:
· Loc'a ti ori:
Basis:
105
Recommended Amendment 23 :to the Pickering Off!cial Plan
The City is proposing to change its Official Plan by .
introducing new policjes and changing existing policies that
will strengthen the Plan''s policy foundation for-sustainable·
. placemakihg on aspE:;QtS sUch· (3S Sife Pl~m Control; . .
. _sustainable development; ·energy coriser\rationand .·· ...
·.·efficiency; the Urban For'est; climate change; .Commwnity __ ·.·_
Improvement Plans; heightand densityzoning; and other >
hous~k:eeping item~s: . · · · · ·· · · · ·
-' '
.. The arnendmentalso._includesthe i~tmd~ctio~ of definitions
for the terms "Adaptation", "Climate Change'', ''Green· ·
Development", ''GreenTechnologies", ''Heat Island", .
~'Piace_making", "RE;newable Energy Systems'', ;'Sustainable . ·
Design'.'-and "Urban Forest". · · ·
This amenqme~t is to apply to ali l_ands within the·
... · rnunicipality_ofthe c'lty of Pickering.. ·. .
· · On January 1, 2007 thePlanning andConservationLand
Statute Law Amendment Act,2006(8iH 51} carneintoeffect,
· . amending the Planning Act. Tbe· amendments to the
Planning Act provide area municipalities inOntariqwith·.
additional planning ariddevE?Iopment control tc;YOis tO use in
the land use planning process, apd to help create more ;
. enVironmentally sustainable, yibranl; and healthy .
. communities. . . . . . . . .
The current Provincial PolicyStat'ement (PPS) that came .into
· effect on April 3D, 2014, strengthened policies onenergy
. conservation, airquai'ity, a'nci the-wise useahd management
· ofresources, The PPS provides a foundation for the
implementation ofBill 51. ·· · ·
.. ,_ . . . '
111
RecommendedAmendment23 to The Pickering OfficiaL Plan Page 7
.. 1.13
"(b) where groupings . of buildings are proposed;
require encourage ' built forms, ' massing . and
architectural· details treatments that create'
·.·.cohesive .. and unified . developments, and . are
. archite~turally compatible. with each other and
. surrounding ~reas; _· · ·. ·· · · · . . . ·
_(c) wher~new development is proposed witl:lin an .
.. existing' neighbourhood .• 6r'-. established. ar~a, .·
encolirage building, designs that reinfor~e and .
. cotriplemertt existing. built_ patterns such . as.
form, massing, height, proportion, : position
·... relative to street, ancl. building area •to site area
. ratios; . . . . . -' . . . :
I· ' ;, ·, ·'.\.
.. _ (~) require encourage ... designs. · .. that.·. present .
. contiimou,s building facade{along majot stre·ets · ..•.
and expre·ss ciesign elemep.ts such· as flodr and .
ceiling level~, windo-w-heights, ·columns .'and
internal divisions, to as~ist in defining human.
scale and providitlg visual interest; . ... . .. . . .
. (f). . require enco'urage the. orientation of the _niain'
fropt entrances to · comm:erci'al, industrial; .
apartment · arid. public buildings -to-wards the .
·· street whenever possible, and to be vjsible from ·
main pedestrian: · . routes·. ·.and .. '· v~~ic'ular
approaches;
(h) require .encouri'lge ·.the height; ·fotni, rliassing
and articulation of the facade of new. buildings'
.. to reflect its "position" or s1gl1ificatice on the
street'. (fot example, designing . a' commer~ial
·building.· that • .capitalizes ·on sp~cial
opportunities provided. at street ~Qrners · or at
the~nd 'of a view corridor); . . . ' ··. .
· (j) · .require.'encounlge the· incorporatio'n.of bicycle
storage areas ; in . high .. de:nsity . ,· residentiat
commercial· and 1Ilajot. inqustrial. buildings and
sites;"
Revising policy 13:10, Design -of Buildings, in
-Chapter Thirteen -Detailed Design Considerations,.
by adqing new sub'-sections ( o) and· (p) to read as ·
follows:
. '··
Recommended Amendment 23 to The Pickering Official Plan ·Page 10
Placemaking is ar( urban design process aimed ·at
.. creating communities that offer a distinct character, a
strong. sense of .. community, a context for. healthy
. lifestyles and. a high quality of life. ·. . .
.. .
. Renewable Energy Systems means the production of
electrical power frorri an energy source .that is
. renew~d • by~ natural processes· including, .·but ·not
limited to, .wind, ·. water, . a · biomass re'souri:e or··
product, orsolar.aml.geothermal energy,
· ·. Sustainable Design involves the· practices, ·processes·
and .. principles ·. of designing,. . constructin,g . and
operating buildings, • objects, <sites . and areas
· incorporating· the values of ecological, social, cultural
and. economic sustainability. . . . .
Urban Forest :refers to the tot~l collection ~f trees and.·
· assodate'd vegetation within the .urban boundaiy of
the City of Pickering.'' · . .
. . : . . . . . . . ~ ..
. 1:17. Revising polic/15.5A, Required Studi~s.for.an
.. • t~ 18
· Official Plan Amendment, Zoning By:.law. ,
AJ1lendment; Draft Plan ofSubdivision, and_ Draft.·
·Plan of Condominium Approval, in Chapter Fifteen -
Developmet)fReview,' by revising sub.,seCtion (xxix) .
. sothat it reads asfoH9ws:
. . .
· "(x:xix) a sustainable -development report, describing
· the sustainable measures being implemented ·in .
the development, including but not limited, to·. · ·
initiatives retated to· energy efficiency, 'water
. ' efficiency, building .• materials, in'doox air .
·quality, landscaping~ st6rmwater· management
and construction Wf:lSte;" . .
· Revising policy 15.5BJ Required~Studies forSite Plan
Approval, in Chapter Fifteen ~•Development Review,
by revising sub,-section(xxii) so that it reads as
follows:
'114
11 5
Recommended Amendment 23 toThe Pickering Official .Plan ' . . . . . . ;. ·. P9ge 11
1.19
~~(xxii) a. sustainable development report, ·describing
the sustainable measures being imptemeritedin
.. ·the development, including but notlimited to; ·
' initi~tives. related to energy efficiency, .·water
·. 'effic;iency, · ... building materials,.. indoor-. air: ..
quality, •landscaping, storm water management.
and co:risttuctionwlste;" . . . . ·
··Revis,ing poli~y-15·.17, Bonus Zoning,)nChapter
... Fifteetl" ~Development Review, so that it reads as
· .. follows: ·· · · ·
''15,17: . As prdvided·f()r in.the Planning act, City .·
Council may pass . by.laws that . grant a.n
increase in density of development : not
exceeding 25% of the density· that would
· 'othe~~ise be permitted by' this Plan, or ·art
· . iricreasein theh~ight of a buildingp.roviding; ..
(a)the density or height: bonus is'givenonly
in ·return for the. provision of . specific
services, facilities or matters as specified in .
· the by·law, such .as but not limited to,
. additimial open · .. space '· or communitY
factlities, assisted or spedal needs housing, .
the. preservation o( heritage building~ or • .
structutes, or the preservation of ~atural
heritage features and functil;ms; . .
. (b) when considering an increase in density .or
. height, and allowing~ the 'provision of
benefits·. off~site, the· positive iinpacts ·of
the . · exchange .· should ·. benefit the
social/cultural;. erivironment.al .··and .••.
economic .. health ·.of 'surrcnmding areas
experiencing the increased height . and/ or
densitY; · · · · .·.· :· .· · · ·.·· .. ·. .. ·. . •· .
(c) the effects of the density or height bonus
have been reviewed and determined by
Council to be in conformity with the
.generalintenfof this .Plan; by considering
matters such as: ·
1 21
The Corporation of the City of Pickering
By-law No. XX
Being a by-law to declare certain lands
surplus to the needs of The Corporation of
the City of Pickering for the purpose of sale.
Whereas, pursuant to the Municipal Act, the Council of The Corporation of the City of
Pickering may authorize the acquisition or disposition of land or interests in land; and
Whereas, the City owns certain lands within the Duffin Heights Development Area and
City staff have been directed to pursue the sale thereof,
Now therefore the Council of The Corporation of the City of Pickering hereby enacts as
follows:
1. That the lands comprising approximately 12.68 hectares and legally described as
part of Lot 19, Concession 3, designated as Part 10, Plan 40R-25821, Pickering,
being PIN 26383-0800 LT and part of Lots 19 and 20, Concession 3, Pickering,
being part of PIN 26383-0018 L Tare declared surplus to the needs of The
Corporation of the City of Pickering and shall be offered for sale.
2. That the disposition of the above-described lands be exempted from the
requirements of the City's Acquisition and Disposal of Land Policy so as to permit
the more effective marketing thereof.
By-law passed this 161h day of June, 2014.
David Ryan; Mayor
Debbie Shields, City Clerk
treatment of the museum's 1930-31 Model A Ford closed car,
which was donated by the Fuller family. The Conservation
Treatment Plan was provided to all members prior to this
meeting for review. Paul noted that it was requested by the
family thatthe interior of the car be restored, and that the car be
made road worthy. The conservation treatment process will be
lead by and documented by E. Tayles, Conservator. The Gas &
Steam Club volunteers will be undertaking much of the work
and logging it. E. Tayles will be working with them and
monitoring progress one day a week.
T. Ryce suggested that the committee make a motion to accept
the conservation plan document.
,
Motion:
To accept the Conversation Treatment Plan of the 1930-31
Model A Ford closed car as presented, with the understanding
that it is a living document, and subject to change at the
Conservator's discretion during the project.
Moved by P. Savel
Seconded by K. Chalmers Karen
Carried
K. Pyke distributed and reviewed the draft copy of the Museum
Advisory Committee Duties & Responsibilities document.
T. Ryce drew members' attention to the expectation that
committee members are expected to participate in five event
days during the year, and that those can include History in
Action Saturdays.
K. Pyke noted that there is an expectation that committee
members play an active role on the days that they come out to
an event. At the request of the committee, K. Pyke has
removed the Special EvenWolunteer Activities sub committee
and has added the Volunteer Recognition sub committee as a
new committee.
Committee edits were noted and will be made to the document
by K. Pyke for distribution.
G. Lowman noted that he was part of the initial process on the
Ministry of Citizenship volunteer awards. He needs a copy of
the short list from M. Smiles. G. Lowman indicated that since
the committee is less than formal he can only report that the
process has been fair and equitable.
Motion:
Page 5
CORP0228-2/02
That the City Clerk receives the Duties and Responsibilities as
amended by the committee.
Moved by D. Hudson
Seconded by P. Savel
Carried
M. Carpino requested that the sub committee designations be
identified.
Sub committee designations:
D. Hudson-Capital Projects Chair
D. Nita-Capital Projects Committee
G. Lowman -Volunteer Recognition Committee Chair
A Doucette-Volunteer Recognition Committee
L. Drake-Volunteer Recognition Committee
K. Chalmers-Volunteer Recognition Committee and Capital
Projects Committee
P. Savel-Collections Committee Chair
K. Em mink-Collections Committee
T. Ryce noted that the City needs members on the Volunteer
Recognition Committee given the fact that it's extremely
important to recognize the contributions of the volunteers,
which currently sits at 290 individuals.
I '2_ ;8. · ......•.. ,. Review•'ot2014StrategicPianPr6Jeets•c ·. ·· ' '';) / ·,, ,>···· ··,·····. >,:• r··••'··••::L/,·.·•·••:: ·:•.·•····• ... · •.
K. Pyke noted that of the 49 tasks that were identified to be
completed in 2013, 18 were deferred due budget restrictions,
28 were completed, and 3 tasks remain incomplete. This
represents a 90% implementation rate for 2013.
K. Pyke reviewed Strategic Plan Objectives and Tasks for 2014:
She advised that the development of a travelling exhibit may
not be feasible due to a lack of development and storage
space.
T. Ryce noted that there are currently 1 0 language options on
the City's website and therefore the objective to make
languages available on the museum's website can be
considered completed.
K. Pyke noted that staff will continue with pod casts and blogs
on social media and that virtual. online training has been
considered for uploading onto the website.
T. Ryce noted that there are certain areas where she would like
to see sponsorships for various events. Some businesses have
been very interested and she's currently in negotiations with
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CORP0228-2/02
• Piece of stove 1901
• . Metal case with hinged lid
• Framed photograph
Motion from Collections Sub-Commitee:
That the Pickering Museum Village Advisory Committee
request that the Pickering Museum Village Foundation
provide funding to purchase the rebellion boxes at a cost of
$1,700.
Moved by P. Savel
Seconded by G. Lowman
Discussion of motion
Carried
P. Savel noted that the rebellion boxes are not from Pickering
however they show the broader scope of the rebellion. The
boxes are relatively rare and unique because they are not
found anywhere else. G. Lowman asked how the collection
sub-committee determined that the boxes are worth $1,700.
K. Pyke noted that these boxes are currently going for $4,000
at auction. They have looked at them and they are in
remarkable condition. D. Hudson asked if they were carved
by people who participated in the rebellion. P. Savel
indicated that they were, and that the boxes were only carved
in the Toronto jail; and only by those imprisoned for their
participation in the rebellion of 1837. Councillor Mclean
asked if there was an inscription on either of the boxes. K.
Pyke noted that one of them mentions Peter Matthews.
Councillor Mclean asked if staff keep track of upcoming
auctions. K. Pyke noted that staff are not in a financial
position to go to the auctions however John· Sa bean from the
Pickering Township Historical Society keeps track of items on
eBay. Additionally one of the Wood rights Volunteers, Darryl
Withrow, is an expert on the boxes, having written a book
on them as well as making replicas of many know examples.
Motion:
That the Pickering Museum Advisory Committee accepts the
items into the co-llection that were discussed at the sub-
collections committee meetings of March 10, 2014 and April
14, 2014.
Moved by P. Savel
Seconded by K. Chalmers
Carried
P. Savel spoke the difference between restoration and
conservations and gave a brief overview of Museum
collection including provenance and use; as well as the
differences between core-collection and useable collection
items known as the education collection.
CORP0228--2/02
Page 4
P _ Savel noted that the collections sub-committee plans to
present the Model A conservation as an example of how well
PMV cares .for items; this will assist with raising the
museum's profile in professional circles and assist with
gathering future donations and grants.
P _ Savel noted that PMV does not restore but conserves
artifacts; with the goal of preserving it's story for future
generations. Bumps and scratches assist with telling the life
story of its owners and the artifact He further indicated that
there are some exceptions such as the Waterloo Steam
Engine "Princess";.where the artifact has no provenance or
relation to Pickering, and another item with proven
connections and documentation exists within the collection;
only then would a restoration be considered.
K. Pyke noted that during conservation of artifacts pictures
and logs are kept, this is conservation practice that allows the
museum to track the care, history and status of an item.
Pictures are a great way to review as we proceed with the
ongoing work.
T.Ryce advised that the logs and photos are used in blogs,
social media posts and towards the production of YouTube
content
M. Carpino stated that the volunteers present a video
montage of their activities at the annual Volunteer
Appreciation event, which is later posted to the website_
Examples were given as to how the pictures are helpful
through the restoration process.
Action: Mandy Smiles
Volunteer Appreciation Committee to review current
G_ Lowman noted that the Volunteer Appreciation night went catering, and collect a
off well. There was a good turnout and M. Smiles did a quote to provide larger
remarkable job with assistance of K. Pyke. D. Hudson noted. food quantities for 150
that it was really nice that the committee members had an guests at the VIV.
opportunity to meet the volunteers at the reception. D.
Hudson requested a review of the budget monies and
catering quantities for the event T, Ryce will look at the
budgeting for next year to increase the budget for food. D.
Hudson thinks that the City should do more to recognize all
their hard work and efforts.
L Drake advised the committee that the museum volunteers
received two civic awards, which will be presented in the
Council Chambers on May 26, 2014. The Bloomers and
Britches Heritage Gardeners and Collections Volunteers are
the recipients.
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;: ~ 6 ' ;,~ ~:' I·: <:< •• ~.;:;; , Marketing and Season Preview ·• ' ' i: i< }.·,·· ~~.•~.~ .• < >;: <<
T. Ryce distributed the marketing plans for 2014 and advised
the committee that there were some changes from the
previous version, which was a direct result from the
environics data.
T. Ryce reviewed the event listing for the year as well as the
environics data and tracking information.
T. Ryce noted that the marketing budget is focusing on
internet presence, social media, and flyer distribution. There
will be a bus shelter campaign in the summer.
T. Ryce noted that prior to environics the majority of the ads
were on the radio and in print media. Staff will be increasing
their tracking from postal codes and source information from
events and program registrants.
K. Pyke advised that the educations programs are booming.
K. Pyke confirmed that they are currently at 9,000 school
children a year.
T. Ryce noted that museum exceeded revenue projections
for education programs last year; despite labour strikes in the
schools. This is due to the resourcefulness of staff, and the
popularity of the program.
D. Nita asked what the marketing dollars are compared to the
revenue that is generated from these programs.
K. Pyke stated that marketing costs were negligible.
Promotions are mainly handled by mail and email; as
education programs are marketed directly to teachers. The
current return rate for teachers is 85-90%, teachers are
also sent updates about new programs.
The distribution list includes all Durham schools as well as
past teachers and their associated school. Several copies
are sent to each school including the department head,
librarian, main office and grade 3 teachers.
D. Nita questioned why the education program booklets are
not sent to principals .. K. Pyke responded by saying that the
teachers make the decisions, which is why they send the
information to them.
D. Nita requested that staff prepare a report about the
marketing cost compared to the revenue that is generated Action: K. Pyke to
from the education programs. include marketing
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costs in Fall report on
Education Programs
Seedy Saturday
T. Ryce noted that Seedy Saturday was well received and
garnered coverage through a national publication. Event
numbers are low: date changes are being considered for next
year.
My Life is a Museum -virtual exhibit
Run during May builds a virtual presence during Museum
Month. This was planned as a precursor to the site opening,
to build awareness, and excitement.
Mother's Day Tea
T. Ryce advised that Pickering Recreation Complex partners
with promotions of this event, by hosting a floral display with
event details.
Gears & Gourmet
T. Ryce reported that this event was designed to build
museum visitors with an event that new audiences would be
attracted to, as well as being low on demand for volunteers.
This will allow volunteers to attend with their families. The
aim is to show off the site with the buildings closed, so that
guests will return to take part in the summer tours and
events.
D. Coffin asked if it's possible to have public transit transport
people to the museum. T. Ryce reported that this has been
attempted without success in the past.
L. Drake questioned where the admission funds would be
going. T. Ryce replied that the funds will be going to the
museum.
Councillor Mclean inquired about Progress Club
involvement. T. Ryce reported that the club are running the
craft beer operation, and will be contribut.ing $3,000 towards
the operational costs of the event.
D. Hudson asked T. Ryce how many people she expected to
come through the gate. T. Ryce replied that if they get 1 000
people, they'll generate $7,000 dollars in revenue.
D. Coffin asked why the event is only being held on one date.
T. Ryce responded by saying that we would prefer to build
the event in a sustainable manner. The event has high costs
and a second day may not prove possible with existing
resources.
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CORP0228--2/02
K. Pyke responded that other two day events run on site had
split profits rather than gathering larger attendance.
Councillor Mclean asked if it would-be beneficial if he could
get on Terry Johnson's show (CKDO-Oshawa). T. Ryce
replied "absolutely". Councillor Mclean suggested that staff
should be sending photo's into SNAP on a regular basis so
they can post them.
History in Action Saturdays
T. Ryce noted that History in Action Saturdays will be running _
from May 31 51 through September 61h. T. Ryce, M. Smiles
and K. Pyke had a visioning session with the education
instructors and some of the volunteers. G. Oakes advised
that they're going to run the Sawmill every Saturday
throughout the summer.
General review of the History in Action Line-up
Star Studded Night-Season Pass Holder and Test Event
T. Ryce noted that the event is used as a reward for pass
holders and an opportunity to test events for future inclusion
on the program line-up. The event was well received, and
has potential for fall or spring programming in future years.
Exhibits & Meet the Specialist
These exhibits are ways to engage visitors on more than one
occasion throughout the season, additionally Season Pass
holders, Advisory Com.mittee Members and Council are given
an inside look at the exhibit, at the launch ofeach display.
K. Pyke informed everyone environics ·has been used to
design exhibit promotions.
T. Ryce noted that they're going to be facilitating a webinar in
May for other municipalities because their response with
environics has been so good.
A Spirit Walk
T. Ryce discussed the pre-promotions of this event at history
in action Saturdays with the living rendition of the Jefferies
print, social media and online ticketing being added to the
eStore earlier than in the past.
Halloween Harvest
T. Ryce discussed that this second new event in the line-up,
was based upon the season pass holder event held last fall,
and would combine the fall family festival elements of the
steam barn and rubber ducky race. This event was designed
with the idea of replicating other successful models including
food and seasonal themes. This will replace Fall Family
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