2008-09-29
COUNCIL MINUTES Council Chamber, Civic Centre
ROLL
CALL
Mayor F. Scarpitti, Deputy Mayor J. Heath, Regional Councillor J. Jones, Regional Councillor T. Wong, Regional Councillor G. Landon, Councillor V. Burke, Councillor E. Shapero, Councillor J. Virgilio, Councillor C. Moretti, Councillor J. Webster, Councillor D. Horchik, Councillor L. Kanapathi, Councillor A. Chiu. (13)
The Special Meeting of Council was held on September 29, 2008 at 12:41 p.m. in the Council Chamber, Civic Centre. Mayor F. Scarpitti presided.
STAFF
J. Livey, Chief Administrative Officer
A. Taylor, Commissioner of Corporate Services
B. Librecz, Commissioner of Community and Fire Services
C. Conrad, Town Solicitor
K. Kitteringham, Town Clerk
C. Raynor, Committee Clerk
B. Cribbett, Treasurer
J. Wong, Technology Support
Specialist
D. Taylor, Acting Director of Strategic Initiatives
V. Sawler, Manager, Markham Energy Conservation Office
GUESTS
PRESENT
Brian Bentz, President and CEO, PowerStream
Dennis Nolan, Executive Vice President, Corporate Services, PowerStream
Mayor F. Scarpitti advised the purpose of the meeting was to discuss the Powerstream merger with Barrie Hydro and noted the various meetings that have been held to-date on this issue.
Mr. J. Livey, Chief Administrative Officer, provided an overview of the staff report regarding Powerstream merger with Barrie Hydro.
Mr. B. Bentz, President and CEO, PowerStream,
spoke briefly regarding the merger and advised Council that the Powerstream
Management and the Board of Director endorse the recommendation that is before
Council for consideration. He noted this
merger provides a significant value to the Town of Markham and thanked Council
for their continued support of Powerstream.
Council consented to add the word "minor" in Paragraph 2,
before the words "…modifications or amendments…".
Moved by Deputy Mayor J. Heath
Seconded
by Regional Councillor
J. Jones
That the report entitled “PowerStream merger with Barrie Hydro” be received; and,
That the terms of the Transaction contemplated by the Merger Agreement, substantially in the form presented to the Town Council, subject to any minor modifications or amendments approved by the Chief Administrative Officer or Commissioner of Corporate Services of the Town, be and are hereby approved and that PowerStream and Markham Enterprises Corporation be authorized to enter into and deliver the Merger Agreement and the Shareholders Agreement, in a form satisfactory to the Chief Administrative Officer, or Commissioner of Corporate Services and perform, observe and comply with its obligations under the Merger Agreement; and,
That the Mayor and Clerk are hereby authorized and directed to sign the Merger Agreement and the Shareholders Agreement and in doing so agree to and approve any amendments to the Merger Agreement and the Shareholders Agreement subsequent to the date of this resolution; and,
That the Mayor and Clerk are hereby authorized and directed to sign and/or dispatch or deliver all other documents, notices, certificates to be signed and/or dispatched or delivered under or in connection with the Merger Agreement or the Shareholders Agreement or to take any action deemed necessary by the Chief Administrative Officer or Commissioner of Corporate Services; and,
That the Chief Administrative Officer, or Commissioner of Corporate Services is hereby authorized and directed to sign and/or dispatch or deliver any other documents, notices, certificates required to be signed and/or dispatched or delivered under or in connection with the Merger Agreement and the Shareholders Agreement and take any other action necessary to give effect to the Merger Agreement; and,
That the
Town of Markham approves
a Dividend Policy for the merged corporation to be incorporated into the
proposed Shareholders Agreement, generally in the form attached as Appendix
"A" to the staff report; and,
That
the Town of Markham approves an amendment to Section 2.06 of the proposed
Shareholders Agreement to require unanimous shareholder approval, in all
circumstances, for each of the items listed in Section 2.06(1).
CARRIED ON A UNANIMOUS
RECORDED VOTE (13:0)
(See following recorded vote)
YEAS: Mayor F. Scarpitti, Deputy Mayor J. Heath, Regional Councillor J. Jones, Regional Councillor T. Wong, Regional Councillor G. Landon, Councillor V. Burke, Councillor E. Shapero, Councillor J. Virgilio, Councillor C. Moretti, Councillor J. Webster, Councillor D. Horchik, Councillor L. Kanapathi, Councillor A. Chiu. (13)
Moved by
Deputy Mayor J. Heath
Seconded by
Councillor A. Chiu
That By-law
2008-215 be given three readings and enacted.
CARRIED
Moved
by Councillor A. Chiu
Seconded
by Councillor J. Webster
That the Special Meeting do adjourn.
CARRIED
Council adjourned at 12:59 p.m.
__________________________________ ________________________________
KIMBERLEY KITTERINGHAM FRANK SCARPITTI
TOWN
CLERK MAYOR
(Signed)