September 29, 2008

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

John Glicksman, Executive Vice-President and CFO, PowerStream

Dennis Nolan, Executive Vice President, Corporate Services, PowerStream

 

 

 

1.         DISCLOSURE OF PECUNIARY INTEREST

 

(1)        None declared.

 

 

 

2.         REPORT NO. 44 - STAFF REPORT

 

(1)        POWERSTREAM MERGER WITH BARRIE HYDRO (13.7)

            Report 

 

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)

 

 

 

3.         CONFIRMATORY BY-LAW

 

Moved by Deputy Mayor J. Heath

Seconded by Councillor A. Chiu

 

That By-law 2008-215 be given three readings and enacted.

 

Three Readings

 

BY-LAW 2008-215    A by-law to confirm the proceedings of the Special Council meeting of September 29, 2008.
(Council Meeting No. 13, 2008)

                                    By-law

CARRIED

 

 

 

4.         ADJOURNMENT

 

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)