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HomeMy WebLinkAbout2000-200 MUNICIPALITY OF CLARINGTON BY-LAW NUMBER 2000-200 A Br-LAW TO AUTHORIZE THE EXECUTION OF A MERGER AGREEMENT AMONG THE CORPORATION OF THE CITr OF BELLEVILLE, THE CORPORATION OF THE TOWN OF AJAX, THE CORPORATION OF THE MUNICIPALIT r OF CLARINGTON, THE CORPORATION OF THE CIT r' OF PICKERING, VERIDIAN CONNECTIONS INC. VERIDIAN CORPORATION, VERIDIAN ENERG ' INC. AND THREE SUCCESSOR CORPORATIONS TO THE ELECTRICITr RETAILING AND DISTRIBUTION BUSINESSES OF BELLEVILLE WHEREAS the Electricity Ac4 1998(Ontario)was passed by the Legislature of Ontario and given Royal Assent on October 30, 1998; AND WHEREAS Section 144 of the Electricity Act, 1998 (Ontario) provides that after November 7, 2000, no municipal corporation shall generate, transmit, retail or distribute electricity except through one or more corporations incorporated under the Business Corporations Act (Ontario); AND WHEREAS pursuant to Subsection 142(1) of the Electricity Act, 1998 (Ontario), a municipal corporation may cause one or more Business Corporations Act(Ontario) corporations to be incorporated for the purpose of generating, transmitting, retailing or distributing electricity; AND WHEREAS pursuant to Subsection 142(8) of the Electricity Ac4 1998(Ontario), two or more municipal corporations may cause one or more Business Corporations Act (Ontario) corporations to be incorporated for the purposes set out in Subsection 142(1) of the ElectricityAc4 1998(Ontario); AND WHEREAS pursuant to Section 142 of the Electricity Act, 1998 (Ontario), The Corporation of the City of Pickering, The Corporation of the Town of Ajax and The Corporation of the Municipality of Clarington (the "Municipality") (collectively the "Municipalities") incorporated each of Veridian Corporation, Veridian Connections Inc. and Veridian Energy Inc.(collectively the "Veridian Group") to continue the electricity distribution and retailing businesses of the hydro-electric commissions of the Municipalities and pursuant to Subsection 145(1) of the Electricity Act, 1998(Ontario), transferred, by transfer by-laws of each of the Municipalities, employees, assets and liabilities to the Veridian Group, effective as of November 1, 1999; AND WHEREAS pursuant to Subsection 142(1),The Corporation of the City of Belleville (`Belleville")will incorporate three successor corporations (the `Belleville Successor Corporations") to continue the electricity distribution and retailing businesses (the "Electricity Businesses") of Belleville and will transfer assets and liabilities of the Electricity Businesses to the Belleville Successor Corporations in accordance with a transfer by-law approved and passed by Belleville pursuant to Subsection 145(1) of the Electricity Act, 1998(Ontario); AND WHEREAS the Municipalities and Belleville wish to merge the Electricity Businesses (to be transferred to the Belleville Successor Corporations) with the businesses of the Veridian Group upon and subject to the terms and conditions set out in a merger agreement among Belleville, the Municipalities, the Veridian Group and the Belleville Successor Corporations; NOW THEREFORE, the Council of The Corporation of the Municipality of Clarington enacts as follows: 1. The merger agreement among Belleville, the Municipalities, the Veridian Group and the Belleville Successor Corporations substantially in the form and on the terms of the draft merger agreement presented to Council (the "Merger Agreement"), with such alterations, additions, amendments or deletions thereto as the Mayor and the Clerk executing the same may approve, their execution thereof being conclusive proof of their approval, is hereby authorized and approved. 2. The Municipality and each of the corporations of the Veridian Group is hereby authorized to complete the transactions contemplated by the Merger Agreement. 3. The Mayor and the Clerk are hereby authorized and directed, for and on behalf of the Municipality to execute and deliver the Merger Agreement with such alterations, additions amendments or deletions thereto as they may approve,the execution thereof by such individuals being conclusive evidence of such approval and to do all such acts and things and to execute and deliver all such other documents, confidentiality agreements, instruments and writings as may be necessary or desirable to give effect to the provisions of this by-law. READ A FIRST, SECOND AND THIRD TIME AND PASSED BY COUNCIL THIS 251'DAY OF OCTOBER, 2000. Major Mun cipal erk THE CORPORATION OF THE TOWN OF AJAX BY-LAW NUMBER 129-2000 A by-law to authorize the execution of a merger agreement among the Corporation of the City of Belleville, the Corporation of the Town of Ajax, the Corporation of the Municipality of Clarington, the Corporation of the City of Pickering, Veridian Connections Inc., Veridian Corporation, Veridian Energy Inc. and three successor corporations to the electricity retailing and distribution businesses of Belleville. WHEREAS the Electricity Act, 1998 (Ontario)was passed by the Legislature of Ontario and given Royal Assent on October 30, 1998; AND WHEREAS Section 144 of the Electricity Act, 1998(Ontario) provides that after November 7, 2000, no municipal corporation shall generate, transmit, retail or distribute electricity except through one or more corporations incorporated under the Business Corporations Act(Ontario); AND WHEREAS pursuant to Subsection 142(1) of the Electricity Act, 1998 (Ontario), a municipal corporation may cause one or more Business Corporations Act(Ontario) corporations to be incorporated for the purpose of generating, transmitting, retailing or distributing electricity; AND WHEREAS pursuant to Subsection 142(3) of the Electricity Act, 1998(Ontario), two or more municipal corporations may cause one or more Business Corporations Act(Ontario) corporations to be incorporated for the purposes set out in Subsection 142(1) of the Electricity Act, 1998 (Ontario); AND WHEREAS pursuant to Section 142 of the Electricity Act, 1998(Ontario), The Corporation of the City of Pickering, The Corporation of the Town of Ajax (the"Town") and The Corporation of the Municipality of Clarington (collectively the"Municipalities") incorporated each of Veridian Corporation, Veridian Connections Inc. and Veridian Energy Inc.(collectively the "Veridian Group") to continue the electricity distribution and retailing businesses of the hydro-electric commissions of the Municipalities and pursuant to Subsection 145(1) of the Electricity Act, 1998 (Ontario), transferred, by transfer by-laws of each of the Municipalities, employees, assets and liabilities to the Veridian Group, effective as of November 1, 1999; AND WHEREAS pursuant to Subsection 142(1), The Corporation of the City of Belleville ("Belleville") will incorporate three successor corporations (the"Belleville Successor Corporations") to continue the electricity distribution and retailing businesses (the"Electricity Businesses") of Belleville and will transfer assets and liabilities of the Electricity Businesses to the Belleville Successor Corporations in accordance with a transfer by-law approved and passed by Belleville pursuant to Subsection 145(1) of the Electricity Act, 1998 (Ontario); AND WHEREAS the Municipalities and Belleville wish to merge the Electricity Businesses (to be transferred to the Belleville Successor Corporations) with the businesses of the Veridian Group upon and subject to the terms and conditions set out in a merger agreement among Belleville, the Municipalities, the Veridian Group and the Belleville Successor Corporations; NOW THEREFORE, the Council of The Corporation of the Town of Ajax enacts as follows: 1, The merger agreement among Belleville, the Municipalities, the Veridian Group and the Belleville Successor Corporations substantially in the form and on the terms of the draft merger agreement presented to Council (the "Merger Agreement"), with such alterations, additions, amendments or deletions thereto as the Mayor and the Clerk executing the same may approve, their execution thereof being conclusive proof of their approval, is hereby authorized and approved. -2 - 2. The Town and each of the corporations of the Veridian Group is hereby authorized to `..• complete the transactions contemplated by the Merger Agreement. 3. The Mayor and the Clerk are hereby authorized and directed, for and on behalf of the Town to execute and deliver the Merger Agreement with such alterations, additions amendments or deletions thereto as they may approve, the execution thereof by such individuals being conclusive evidence of such approval and to do all such acts and things and to execute and deliver all such other documents, confidentiality agreements, instruments and writings as may be necessary or desirable to give effect to the provisions of this by-law. Read a first and second time this Second day of November, 2000. Read a third time and finally passed this Second da November, 2000. Mayor Clerk