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Home My WebLink AboutCS 29-03 REPORT TO FINANCE & OPERATIONS COMMITTEE Report Number: CS 29-03 Date: June 12, 2003 From: Gillis A. Paterson Director, Corporate Services & Treasurer Subject: First Amending Agreement - Veridian Corporation Shareholders' Agreement Recommendation: 1. It is recommended that Report C S 29-03 0 f the 0 irector, Corporate Services & Treasurer be received and that: 2. the attached By-law be read three times and passed by Council; and, 3. the appropriate officials of the City of Pickering be given authority to give effect thereto. Executive Summary: Not applicable Financial Implications: None Background: Passing of the By-law provides the authority for the Mayor and the Clerk to execute the First Amending Agreement. This Agreement amends the Shareholders Agreement in order to allow any member of the Board to be nominated as Chair or Vice Chair. This will allow such participation by the Belleville representative (the Mayor). Also, reference to the Executive Committee of Veridian Corporation is being removed as the Committee is no longer active. These changes were approved by the Board of Directors at its meeting of June 12, 2003. Attachments: 1. By-law to Approve and Authorize the Execution of an Amendment to the Shareholders' Agreement Report CS 29-03 Date: June 12, 2003 Subject: First Amending Agreement - Veridian Shareholders' Agreement Page 2 Prepared I Approved I Endorsed By: r-ì d~7 1. ~~C~=" -- Gillis A. Paterson Director, Corporate SeNices & Treasurer GAP :vw Attachment Copy: Chief Administrative Officer Recommended for the consideration of Pickering City Council l' f' >' . ' 5.1 Schedule "A" FIRST AMENDING AGREEMENT TO SHAREHOLDERS' AGREEMENT THIS FIRST AMENDING AGREEMENT made as of the 12th day of June, 2003. BETWEEN: The Corporation of the Town of Ajax, a municipal corporation existing under the laws of Ontario ("Ajax") - and - The Corporation of the City of Belleville, a municipal corporation existing under the laws of Ontario ("Belleville") - and - The Corporation of the Municipality of Clarington, a municipal corporation existing under the laws of Ontario ("Clarington") - and - The Corporation of the City of Pickering, a municipal corporation existing under the laws of Ontario ("Pickering") - and - Veridian Corporation, a corporation existing under the laws of Ontario ("YC") - and - V eridian Connections Inc., a corporation existing under the laws of Ontario ("YCI") - and - V eridian Energy Inc., a corporation existing under the laws of Ontario ("YEI") 6. 7. 8. 5.1.Ji - 2- (Ajax, Belleville, Clarington, Pickering, VC, VCl and VEl are collectively referred to herein as the "Parties") RECITALS: A. The Parties entered into a shareholders' agreement made as of the 28th day of September, 2001 (the "Shareholders' Agreement"); B. The Parties wish to amend the Shareholders' Agreement to permit a Belleville nominee to serve as the Chair or Vice-Chair of the board of directors of VC (the "Board") and to delete the provisions of the Shareholders' Agreement relating to the executive committee of the Board; NOW THEREFORE THIS FIRST AMENDING AGREEMENT WITNESSES that in consideration of the respective covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. All capitalized terms used in this First Amending Agreement and not defined herein shall have the meanings given to them in the Shareholders' Agreement. 2. All references herein to Sections and Subsections are references to Sections and Subsections in the Shareholders' Agreement unless otherwise stated herein. .... :). Subsection 3.2(b) is hereby amended by deleting the following sentence: "The Chair and Vice-Chair shall be elected from Ajax, Clarington and/or Pickering nominees to the Board." 4. Subsection 3.3(a) is hereby amended by deleting in its entirety Subsection 3.3(a). 5. Except as expressly set out herein, the Shareholders' Agreement remains in full force and effect, unamended. This First Amending Agreement shall be governed by and construed in accordance with the laws of Ontario. This First Amending Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. This First Amending Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same agreement. 5.1.2 - 3 - IN WITNESS WHEREOF the Parties by their duly authorized representatives have executed this First Amending Agreement as of the day and year first above written. THE CORPORATION OF THE TOWN OF AJAX By: Name: Steve Parish Title: Mayor cis By: Name: Marty deRond Title: Clerk cis THE CORPORATION OF THE CITY OF BELLEVILLE By: Name: George A. Zegouras Title: Mayor cis By: Name: Jary Plamondon Title: City Clerk cis THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON By: Name: John Mutton Title: Mayor cis By: Name: Patti Barrie Title: Clerk cis - 4 - THE CORPORATION PICKERING OF THE CITY By: Name: Wayne Arthurs Title: Mayor By: Name: Bruce Taylor Title: Clerk VERIDIAN CORPORATION By: Name: John Wiersma Title: President By: Name: James Mason Title: Chair VERIDIAN CONNECTIONS INC. By: Name: John Wiersma Title: President By: Name: Jim McMaster Title: Chair VERIDIAN ENERGY INc. By: Name: John Wiersma Title: President By: Name: Jim Witty Title: Chair cis : :ODMA IPCDOCSICCTI4224 7013 5.1.3 OF cis cis cis cis cis cis cis , :i " Ii ,¡ 'i :1 !I Ii \\ II II II II II II Ii ¡I 1 I I I II II I I I II II II i I I ¡ I I, I I THE CORPORATION OF THE CITY OF PICKERING BY-lAW NO. 103 Being a by-law to approve and authorize the execution of an amendment made as of the 12th day of June, 2003 to the shareholders' agreement made as of the 28th day of September, 2001 amongst The Corporation of the Town of Ajax, The Corporation of the City of Belleville, The Municipality of Clarington, The Corporation of the City of Pickering, Veridian Corporation, Veridian Connections Inc. and Veridian Energy Inc. WHEREAS The Corporation of the Town of Ajax ("Ajax"), The Corporation of the City of Belleville ("Belleville"), The Municipality of Clarington ("Clarington") and The Corporation of the City of Pickering ("Pickering") entered into a shareholders' agreement (the "Shareholders' Agreement") made as of the 28th day of September, 2001 with Veridian Corporation, Veridian Connections Inc. and Veridian Energy Inc.; AND WHEREAS the parties to the Shareholders' Agreement wish to amend the same to (a) provide that the chair and vice-chair of Veridian Corporation may be anyone of the nominees to its board; and (b) remove the provisions relating to an executive committee of Veridian Corporation; NOW THEREFORE THE COUNCil OF THE CORPORATIONOF THE CITY OF PICKERING ENACTS AS FOllOWS: 1. That Council authorizes and approves the first amending agreement to the Shareholders' Agreement (the "First Amending Agreement") made as of the 12th day of June, 2003 amongst Ajax, Belleville, Clarington and Pickering, as the shareholders of Veridian Corporation, and Veridian Corporation, Veridian Connections Inc. and Veridian Energy Inc. in the form of the draft agreement presented to Council and attached hereto as Schedule "A". 2. That the Mayor and the Clerk are authorized to execute the First Amending Agreement. 3. That the Clerk is authorized to affix the Corporate Seal of The Corporation of the City of Pickering to the First Amending Agreement. By-law read a first, second and third time and finally passed this 23rd day of June, 2003 Wayne Arthurs, Mayor Bruce Taylor, Clerk I II I I I II II Ii I: