HomeMy WebLinkAbout00 133 Amended by No. 00-137
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THE CORPORATION OF THE MUNICIPALITY OF KINCAlU)INE
K8T
BY-LAW
NO. 2000 - 133
A BYLAW TO TRANSFER THE EMPLOYEES, ASSETS, LIABILITIES,
RIGHTS AND OBLIGATIONS OF THE KINCARDINE HYDRO ELECTRIC
COMMISSION AND OF THE CORPORATION OF THE MUNICIPALITY OF
KINCARDINE IN RESPECT OF THE GENERATION, TRANSMISSION
DISTRIBUTION AND RETAILING OF ELECTRICITY TO A CDRPORATION
AND ITS SUBSIDIARY CORPORATIONS WHICH HAVE BEEN
INCORPORATED UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO)
PURSUANT TO SECTION 142 OF THE ELECTRICITY ACT, 1998 (ONTARIO)
AND SECTIONS 71 AND 73 OF THE ONTARIO ENERGY BOARD ACT, 1998
(ONTARIO)
WHEREAS
1.) Pursuant to Subsection 145(1) of the Electricity Act, 1998 (t/ e "Electricity Act"),
the Council may make by-laws transferring employees, assets, liabilities, rights,'-
and obligations of the Corporation of the Municipality of Kincardine (the
"Municipality") or of a commission or other body through which the Municipality
generates, transmits, distributes or retails electricity, to a corporation
incorporated under the Business Corporations Act (Ontario) (the "OBCA")
pursuant to Section 142 of the Electricity Act;
2.) The Municipality distributes electricity to parts of the Municipality of Kincardine
through the Kincardine Hydro Electric Commission (the "Commission");
3.) The Municipality and the Corporation of the Township of Huron-Kinloss, the
Corporation of the Town of Saugeen Shores, the Corporatioll of the Municipality
of South Bruce, the Corporation of the Town of Wingham anell the Corporation of
the Municipality of Brockton (collectively, the "Other Municipalities") authorized or
are authorizing the incorporation of Westario Power Inc. ("Wiresco"), Westario
Power Services Inc. ("Servco") and Westario Power Holdil1gs Inc. ("Holdco")
(collectively, the "Corpo~ions"), under the OBCA pursuant to Subsection 142(1)
of the Electricity Act and Sections 71 and 73 of the OEB Act for the purpose of
distributing electricity and carrying on other business activities permitted by the
OEB Act; and
4.) Pursuant to Subsection 145(1) of the Electricity Act, the Council deems it
appropriate to transfer the employees, assets, liabilities, righ1s and obligations of
the Commission and of the Municipality to the Corporations on and subject to the
terms and conditions set forth herein;
NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine
ENACTS as follows:
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By-law No. 2000 - 133
Westario Transfer By-law
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ARTICLE I-INTERPRETATION
1.01
DefInitions. Whenever used in this By-law, unless the context
otherwise requires, the capitalized words and terms set out in Schedule "A"
hereto have the respective meanings ascribed to them in Schedule "A".
Extended Meanlnas. In this By-law, words importing the singular
number only include the plural and vice versa and words importing gender
shall include all genders.
Schedules. The following Schedules attached to t/ is By-law shall be
construed with and are an integral part of this By-law to the same extent as if
they had been set forth herein:
1.02
1.03
Schedule "A"
Schedule "B"
Schedule DC"
Schedule "D"
Schedule "E"
Schedule "P
Definitions
Wiresco Assets, Liabilities and Employees
Servco Assets, Liabilities and Employees
Holdco Assets, Liabilities and Employees
Collective Agreements
Excluded Assets and Excluded Liabilities
1.04 Bindina Effect. As provided in Section 145 of the Electricity Act, this By-
law is binding on the Municipality, the Commission, the Corporations and all
other Persóns, despite any general or special act or any rule of law, including
any act or rule of law which requires notice or registratiDn of transfers and
does not require the consent of the Municipality, the Commission, the
Corporations or any other Person. Section 161 of the E/ecttfcity Act provides
that Part XI of the E/ecttfcity Act, which includes Section 145, applies despite
the Public Utilities Act (Ontario) and despite any other general or special act.
The Corporations may register such documents, instrumelllts and agreements,
including, without limitation, certified copies of this By-law, as may be
necessary or desirable in order to evidence or confirm such transfers.
1.05 Successors and Assians. This By-law shall enure 'to the benefit of and
shall be binding on and enforceable by the Municipality, the Commission, the
Corporations and their respective successors and assigns.
ADDllcable Law. This By-law and all documents, instruments, agreements
and transfers contemplated hereby shall be construed and enforced in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.
1.07 Severabilltv. If any section of this By-law or part thereof is invalid or uftra
vires the Municipality, such section or part shall not affect the remaining
sections or part of this By-law.
1.06
1.08 :m!!!. The titles to the Articles and certain other provisions hereof have
been inserted for ease of reference only and shall not affect the construction
or the interpretation of this By-law.
ARTICLE 11- ADMINISTRATION
2.01 Securities. Any shares of any dass or other securities issued by any of the
Corporations in consideration for Assets transferred to the Corporations
pursuant to this By-law shall be issued initially in the name of the Municipality.
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By-law No. 2000 - 133
Westario Transfer By-law
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ARTICLE III - TRANSFERS
3.01 Transfer of all Assets and Assumed Liabilities. As of the Effective
Date, the Municipality hereby sells. assigns and transfers all the asseœ, rights,
obligations and liabilities of the Commission and of the Municipality relating to the
transmission, distribution or retailing of electricity to the Corporations in accordance with
this By-law.
3.02 Transfer of Wlresco Assets and Wlresco liabilities. As of the Effective
Date, all of the Wiresco Assets and Wiresco Liabilities are hereby transferred to
and assumed by Wiresco.
3.03 Transfer of Servco Assets and Servco liabilities. As of the Effective
Date, all of the Servco Assets and Servco Liabilities are hereby transferred to
and assumed by Servco.
3.04 Transfer of Holdco Assets and Holdco Liabilities. As of the Effective
Date, all of the Holdco Assets and HoIdco Liabilities are hereby transferred to
and assumed by HoIdco.
3.05 Transfer of EmDlov88S and EmDlovee Plans.
On the Effective Date:
(a) the Employees listed in Schedule "B" are transferred to Wiresco;
(b) the Employees listed in Schedule DC" are transferred to Servco;
(c) the Employees listed in Schedule "D" are transferred to Holdco; and
(d) the Employee Agreements, Employee Plans and Assumed Liabilities
related to a particular Employee shall be transferred to and assumed by
the Corporations respectively and in accordance with the transfer of
Employees pursuant to Subsections 3.05(a), (b) and (c).
3.06 EmDloV88S. As and from the Effective Date, the applicable Corporation set out
in Section 3.05 shall employ, in accordance with Sections 145 and 147 of the
E/ecttfcity Act, the Employees on terms and conditions which are the same as
those upon which such Employees are employed by the Commission
immediately prior to the Effective Date, and without limiting the generality of the
foregoing, shall be bound by, assume, pay, satisfy, discharge, observe, perform
and fulfill all of the Employee Agreements and Employee Plans in the place and
stead of the Commission to the same extent and with the same effect as if it were
an original party thereto. The Employees transferred in accqrdance with Section
3.05 shall cease to be employees of the Commission from and including the
Effective Date and shall thereupon be employees of one of the Corporations as
set out in Section 3.05.
3.07 Effective Time of Transfer. The transfer of the Assets and Assumed Liabilities
pursuant to this By-law shall be deemed to take effect as of the opening of
business on the Effective Date, notwithstanding the date of receipt of any
approvals or other authorizations that may be required, the actual date of the
issuance of any consideration therefor or the date of enactment of this By-law.
3.08 Excluded Assets and Excluded Uabllltles. The transfer of the Assets
and Assumed Liabilities pursuant to this By-law shall I1ót include Excluded
Assets and Excluded Liabilities.
3.09 Non-Assianable Assets. Notwithstanding any other provision hereof,
and notwithstanding Subsections 145(3) and (5) of the Etecttfcity Act, if any of
the Assets shall not be assignable, or shall only be assignable with the consent
or approval of any other third party, the Municipality and/or the Commission shall:
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By-law No. 2000 - 133
Westario Transfer By-law
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use all reasonable efforts in co-operation with but at the cost of the
Transferee to secure the consent required in connection with the
assignment thereof; and
pending the effective transfer thereof, hold all rights or entitlements that
the Municipality or the Commission has thereto, in trust, for the exclusive
benefit of the Transferee, provided that the Transferee shall pay, perform
and discharge all obligations arising or accruing with respect thereto
during such period and shall indemnify the Municipality and the
Commission for such obligations.
3.10 Transfer and Deliverv of Assets. Each of the Municipality and the
Commission shall, upon the request of the appropriate Transferee, execute and
deliver to such Transferee, in form suitable for registration, recording and filing
with such public authorities as may be reasonably required, all such bills of sale,
assignments, instruments of transfer, assurances, consents and other
documents as shall be necessary to effectively record the transfer, to such
Transferee, of all the Municipality's and the Commission's right, title and interest
in, to and under, or in respect of, the Assets and the Assumed Liabilities.
(a)
(b)
3.11 Transfer of Infonnatlon. On the Effective Date, each of the Municipality and
the Commission shall deliver to the appropriate Transferee, all records, copies of
records, and other information or documentation, in whatever form, that is in the
Municipality's or the Commission's custody or control and that relate to an Asset,
Assumed Liability or Employee that is transferred by this By-law to such
Transferee, including, without limitation, personal information.
3.12 Transfer of Know-How. On the Effective Date, each of the Municipality and
the Commission hereby sells, assigns and transfers to the appropriate
Transferee, all right, title and interest of the Commission or of the Municipality in,
to and under, or in respect of all pattems, plans, designs, research data,
copyrights, trade secrets, patents, trade marks and other proprietary know-how,
processes, drawings, technology, unpatented blueprints, flow-sheets, equipment
and parts lists and descriptions and related instructions, manuals, data, records
and procedures that relate to any Asset, Assumed Liability Dr Employee that is
transferred under this By-law to such Transferee.
3.13 Transfer of Warranties. On the Effective Date, each of the Municipality and
the Commission hereby sells, assigns and transfers to the appropriate
Transferee all right, title and interest of the Municipality or of the Commission in.
to and under, or in respect of all warranties and warranty riglllts (implied, express
or otherwise) against manufacturers, suppliers or sellers which apply to any of
the Assets transferred hereunder to such Transferee and the net realizable value
of any warranty claims relating to such Assets outstanding as of the Effective
Date.
3.14 Transfer of Insurance Coveraae. On the Effective Date, each of the
Municipality and the Commission hereby transfers to the appropriate Transferee
all policies of insurance and interest held by the Municipality or the Commission
in, to or under all policies of insurance that relate to any Asset or Employee that
is transferred under this By-law to such Transferee.
3.15 Subseauent Transfers. Any of the Assets, Employees and Assumed
Liabilities transferred under this By-law may, from time to time, subsequent to the
Effective Date, be transferred to the Corporations or any Subsidiary thereof, as
may be permitted by the Electricity Act and other applicable statutes, regulations
and codes, at such times, on such terms and for such consideration as the
directors of the transferring corporation may determine, and any such
subsequent transfer shall be made pursuant to the authority granted by this By-
law and shall take effect in the sequence and at such times as so determined by
the directors of the transferring Corporation. The Municipality may execute and
deliver any documents, instruments or writings as may be necessary or desirable
to give effect to such subsequent transfer(s).
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By-law No. 2000 - 133
Westario Transfer By-law
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3.16 Costs. All costs and expenses incurred or to be incurred by the Municipality or
by the Commission and all taxes incurred or payable in connection with the
transfer of the Assets shall be bome by Wiresco which snail reimburse the
Municipality or the Commission, as the case may be, on demand for any such
costs, expenses or taxes.
3.17 Reserves. Any reserve funds held by the Commission in respect of Section 33
of the Development Charges Act, 1997, shall be transferred to Wiresco and shall
be used by such Corporation only to pay for capital costs in respect of electrical
power services for which such reserve funds were collected.
ARTICLE IV - PURCHASE PRICE
4.01 Purcnase Price. The Purchase Price payable by the Corporations for the
Assets shall be as follows:
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(a) by the assumption by Servco of the Servco Liabilities, by the assumption
by Wiresco of the Wiresco Liabilities and by the assumption by Holdco of
the Holdco Liabilities;
(b) by the issuance to the Municipality of common shares in the capital of
Servco having an ascribed value equal to 100% of the aggregate net
book value of all Assets transferred to Servco by the Municipality;
(c) by the issuance to the Municipality of
(i) common shares in the capital of Wiresco havil'\Q an ascribed value
equal to 50% of the aggregate net book value of all Assets
transferred to Wiresco by the Municipality, which amount shall be
added to the stated capital account for such shares; and
(Ii) a promissory note, issued by Wiresco to the Municipality having a
principal amount equal to 50% the aggregate net book value of all
Assets transferred to Wiresco by the Municipality, in form and
content satisfactory to the Municipality; and
(d) by the issuance to the Municipality of common shares in the capital of
Holdco having an ascribed value equal to 100% of the aggregate net
book value of all Assets transferred to Holdco by the Municipality.
Transfer of Shares. All of the common shares in the capitl;ll of Wiresco and all
of the common shares in the capital of Servco issued to the Municipality shall be
transferred to Holdco by the Municipality as of the Effective Date in consideration
of the allotment and issuance by Holdco to the Municipality C!If fully paid and non-
assessable common shares in the capital of Holdco equal tq the aggregate value
of the common shares in the capital of Servco and the common shares in the
capital of Wiresco transferred to Hoklco by the Municipality.
4.03 AssumDtion of Liabilities. Each of the Corporations shall be bound by,
assume, pay, satisfy, discharge, observe, perform and fulfill, and indemnify and
save harmless the Municipality and the Commission from and against the
Assumed Liabilities assumed by it. The transfer of the Assumed Liabilities under
Part XI of the Electricity Act and this By-law releases the Municipality and the
Commission from any liability or obligation in connectiolll with the Assumed
Liabilities pursuant to Section 153 of the Electricity Act. Pursuant to Subsection
145(2) of the Electtfcity Act, this By-law shall not tranl!fer any liabilities or
obligations arising under a debenture issued or autho~ to be issued by a
municipal council.
4.02
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By-law No. 2000 - 133
Westario Transfer By-law
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ARTICLE V - GENERAL MATTERS
5.01 Regulatorv ADDrovals. The transfer of any of the Assets or of the
Transferred Shares which are issued and outstanding shal'8$ of Wiresco and
Servco pursuant to this By-law as of the Effective Date shall be subject to
obtaining such regulatory approvals as may be required by law, including, without
limitation, any approval of the OEB pursuant to the OEB Act, which approvals
may be sought by the Municipality, the Commission, the appropriate Corporation
or Subsidiary and following the receipt of any such approval the transfer shall be
completed with effect as of the Effective Date pursuant to this By-law.
5.02 Subsidiaries. The Municipality hereby authorizes the incorporation of such
additional Subsidiaries by Hoklco or the other Corporations as may be necessary
for conducting the businesses referred to in recital 3 of this Trallsfer By-law.
5.03 Land Transfer Tax and Retail Sales Tax. The transactions contemplated by
this By-law are exempt from Ontario land transfer tax pursuant to the Land
Transfer Tax Act (Ontario) and retail sales tax pursuant to the Retail Sales Tax
Act (Ontario) pursuant to Section 159 of the Electricity Act.
5.04 Bulk Sales ComDllance. The transactions contemplated by this By-law are
exempt from the provisions of the Bulk Sales Act (Ontario) pursuant to Section
159 of the Electricity Act.
5.05 Goods and Services Tax. The trallsfers of Assets pursuant to this By-law will
constitute the transfers of all or substantially all of the Assets necessary for the
Transferee to carry on the business transferred to it. The Municipality and/or the
Commission and each Transferee, being registered pursuant to the Excise Tax
Act (Canada) with respect to goods and services tax, shall sign the election
provided for in Section 167 of the Excise Tax Act (Canada) and the Transferee
shall file the election in accordance with that Section 167 of the Excise Tax Act
(Canada) so that the transfers are exempt from goods and services tax.
5.06 Further Assurances. Each of the Municipality and the Commission shall,
at its expense, promptly and duly execute and deliver such further documents
and promptly take such further action not inconsistent with the terms hereof as
may from time to time be reasonably required to more effectively carry out the
intent and purpose of this By-law or to perfect and protect the interest of the
Corporations in the Assets. The Mayor and the Clerk are hereby authorized and
directed, for and on behalf of the Municipality, to do all acts and things and
execute and deliver such other documents, instruments, agreements and
transfers as may be reasonably necessary or desirable to give effect to the
provisions of this By-law.
5.07 Amendment of Bv-Iaw. In the event of any omission or error made in connection
with the passage of this By-law, including, without limitation, the unintended transfer,
failure to transfer, or improper description of any employees, assets, liabilities, rights or
obligations of the Commission and/or the Municipality, the Municipality may amend this
By-law.
READ a FIRST, SECOND, and THIRD time and DEEMED TO BE PASSED
this 251h day of October, 2000.
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Mayor
,
Clerk
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SCHEDULE "A"
TO BY·LAW NO. 2000 -133
OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
DEFINITIONS
Whenever used in this By-law, unless the context otherwise requires, the following words and terms shall
have the respective meanings ascribed to them below:
(a)
(b)
(c)
(c)
(d)
(e)
(f)
. (g)
"Assets" means all of the Wiresco Assets, Servco Assets and Holdco Assets:
"Assumed liabilities" means all of the Wiresco liabilities, Servo Liabilities and Holdco
Liabilities;
"By-law" means this By-law No. 2000-133, all schedules and all documents, Instruments,
agreements and transfers supplemental hereto or in amendment or confinnation hereof:
"Commission" shall have the meaning set out In the recitals hereto:
"Corporations" shall have the meaning set out in the recitals hereto;
"Effective Date" means October 31, 2000;
"Electricity Act" means the Electricity Act, 1998 (Ontario) and all regulations thereunder;
"Employee Agreements" means all contracts, agreements and commitments, written or oral, in
respect of Employees as at the Effective Date to which the Commission Is a party or by which
it is bound, including, without limitation,
(i) all collective agreements as set out in Schedule "E" hereto; and
(Ii) all contracts of employment:
(h) "Employee Plans" means all employee benefrt plans, pension plans, bonus or incentive plans,
medical insurance, dental and disability plans, savings plans, and life insurance policies
relating to Employees;
ü> "Employees" means all full-time and part-time, union and non-union, employees and officers of
the Commission (Including all trainees and probationary employees) listed in Schedules "BOO,
"COO and "0" hereto:
(k) "Excluded Assets" means all the items listed or described in Part 1 of Schedule "F" hereto and
all right, title and interest of the Commission or of the Municipality in, to and under, or in
respect of, such items;
(I)
e (m)
(n)
(0)
(p)
(q)
(r)
(s)
(t)
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(u)
(v)
"Excluded Liabilities" means all the Items listed or described in Part 2 of Schedule "F" hereto
and all obligations, debts and liabilities of the Commission or of the Municipality relating to or
arising from such items;
"Holdco" shall have the meaning set out in the recitals hereto;
"Holdco Assets" means those assets, Interests, property, rights and undertakings of the
Commission or of the Municipality listed or described in Part I of Schedule "0" hereto.
"Holdco liabilities" means those liabilities, debts and obligations of the Commission or of the
Municipality listed or described in Part 2 of Schedule "0" hereto:
"Municipality" shall have the meaning set out in the recitals hereto:
"OBCA" means the Business Corporations Act (Ontario) and all regulations thereunder:
"OEB" means the Ontario Energy Board;
"OEB Act" means the Ontario Energy Board Act, 1998 (Ontario) and all regulations
thereunder;
"Person" includes any individual, corporation (Including, without limitation, a municipal
corporation), governmental department, partnership, trust, unincorporated association or joint
venture;
"Purchase Price" means the amounts payable for the Assets as set out in Section 4.01;
"Servco" shall have the meaning set out In the recitals hereto;
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SCHEDULE "A"
TO BY-LAW NO. 2000 -133
OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Page 2
(w)
"Servco Assets' means those assets, interests, property, rights and undertakings, registered
or unregistered, secured or unsecured, tangible or intangible, real or personal, of the
Commission or of the Municipality held or used by e~her of them as at the Effective Date
which
(i) relate to or have been or would be used in connection with the transmission,
distribution or retailing of electricity or the sale or provision of products or
services relating thereto: and
(ii) are listed or described in Schedule 'C' hereto,
including, without limitation, all rights, interests and benefits arising from or under, or in respect
of, the contracts, leases, policies, plans, licences, orders, perm~s, authorizations and other
documents listed or described in Schedule "C' hereto:
(x) 'Servco liabilities' means those liabilities, debts and obligations of the Commission or of the
Municipality as at the Effective Date which
(i) relate to or have been or would be used in connectiQn with the transmission,
distribution or retailing of electricity or the sale or provision of products or
services relating thereto; and
(ii) are listed or described in Schedule "C' hereto,
including, without lim~ation, all obligations arising from or under, or in respect of, the contracts,
leases, policies, plans, licences, orders, permits, authorizations and other documents listed or
described in Schedule "C' hereto;
(y) "Subsidiary" shall have the meaning ascribed thereto in the OBCA:
(z) "Transferee' means, with respect to any particular Asset, Employee or Assumed liability, the
Corporation or the Subsidiary which, pursuant to this By-law, has such Asset, Employee or
Assumed liability transferred to it;
(aa) "Transferred Shares' means the common shares of Wiresco and Servco referred to in
Section 4.02;
(bb) "Wiresco' shall have the meaning set out in the recitals hereto;
(ee)
"Wiresco Assets" means, other than the Holdco Assets, Servco Assets and Excluded Assets,
all assets, interests, property, rights and undertakings, registered or unregistered, secured or
unsecured, tangible or intangible, real or personal, of the Commission or of the Municipality
held or used by either of them as at the Effective Date which relate 10 or have been or would
be used in connection with the transmission, distribution or retailing of electricity or the sale or
provision of products or services relating thereto, including, without IIm~ation, the items listed
or described in Schedule "B" hereto, and including, without lim~ation, all rights, interests and
benefits arising from or under, or in respect of, any contracts, leases, policies, plans, licences,
orders, permits, authorizations or other documents listed or described in Schedule "B' hereto;
and
(dd) "Wiresco liabilities' means all liabilities, debts and obligations, both contingent and non-
contingent, of the Commission or of the Municipality which
(i) relate to or have been or would be used in connection with the transmission,
distribution or retailing of electricity or the sale or provision of products or
services relating thereto; and
(ii) are listed or described in Schedule "B' hereto,
including, without lim~ation, all obligations arising from or under. or in respect of, the contracts,
leases, policies, plans, licences, orders, permits, authorizations and other documents listed or
described in Schedule "B' hereto;
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SCHEDULE "B"
TO BY-LAW NO. 2000 -133
OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
WIRESCO ASSETS. LIABILITIES AND EMPLOYEES
(i)
ASSETS - GENERAL
(a) All cash and short-term securities other than the amounts of cash listed or described in
Schedules "D" and "F" hereto;
(b) All inventory and supplies;
(c) All unbilled revenue:
(d) All other current assets;
(e) All prepaid expenses; and
(f) Distribution System: all distribution assets including, without limitation, all structures,
erections, improvements, appurtenances and fixtures (including fixed machinery and fixed
equipment), substations, subtransmission feeders, distribution system overhead,
distribution system underground, transformers, vaults, distribution lines, conduits, ducts,
pipes, wires, rods, cables, and other apparatus, devices, applances and equipment,
materials, works, poles, pipelines and fittings, all meters, wherever situate including,
without limitation, situate on any of the lands, premises, leaseholds, easements, rights of
way or interests whether registered or unregistered described herein or forming part thereof
or otherwise, or located on property owned by the Commission, or the Municipality, private
property or pUblic property.
(ii) REAL PROPERTY
(a) all right, title and interest in and to all easements, rights-of-way and licences of occupation;
and
(b) all right, title and interest in and to the following real property (Yklether held by freehold,
leasehold, licence or other interest), including all easements, rights-of-way, licences of
occupation and other matters appurtenant to such real property and all buildings,
improvements, fixtures, roadways, structures, fIXed machinery, fixed equipment and
appurtenances situate on, in, under, over or otherwise forming part of such real property:
Item
(i)
Reference
Kincardine
Avenue
L al Oescri Ion
Parcel C-1, Section 3M-98
Being Part of Block C, Registered Plan 3M-98,
Shown as Part 1 on Reference Plan 3R-3293
In the Municipality of Kincardine (formerly Town of
Kincardine), County of Bruce
(ii)
MS#4
Russell Street
Parcel B-1, Section M-34
Being Block B, Registered Plan M-34
In the Municipality of Kincardine, (formerly Town of
Kincardine), County of Bruce
Subject to an Easement in favol¡lr of Ontario Hydro over
Part of Part 16 on Reference Plan 3R-1376
Part of Lot 49, North of Mechanics Avenue,
Registered Plan 4, as described in Instrument #82031 In
the Municipality of Kincardine, (formerly Town of
Kincardine ,Coun of Bruce
Part of Lot C, Concession A,
Shown as Part 1 on Reference Plan 3R-7266,
In the Municipality of Kincardine (formerly Town of
Kincardine ,Coun of Bruce
Part of Lots 11 & 12, west side of Princes Street,
Townplot of penetangore,
Shown as Parts 2 & 3 on Reference Plan 3R-7277,
In the Municipality of Kincardine, (formerly Town of
Kincardine), County of Bruce
Subject to a right of way over Part 3 on Reference Plan
3R-7277 for the purposes as set out in Instrument
#349705
(iii)
MS#3
Mechanics
Avenue
(iv)
MS#2
Property on
Bruce Avenue
(v)
Property on
Princes Street
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SCHEDULE "B"
TO BY-LAW NO. 2000 -133
OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
Page 2
(iii)
LIABILITIES - GENERAL
(a) Accounts Pavable: all charges and amounts due third parties;
(b) Customer Deoosits: all current and long-term customer deposits;
(c) Customer PreDaid Accounts: all amounts prepaid by customers;
(d) All miscellaneous payables; and
(e) All other non-current liabilities.
(Iv) RIGHTS AND OBLIGATIONS
All of the following:
Reference
Services Confirmation
A reement
Master Electricity Services
A reement
Escrow Agreement
Voting Agreement
Limited Partnership
reement
Parties
Kincardine Hydro Electric Commission and
Enerconnect Limited Partnershi
Kincardine Hydro Electric Commission and
Enerconnect Limited Partnershi
Kincardine Hydro Electric Commission and
Enerconnect Inc., KPMG and others
Kincardine Hydro Electric Commission,
Enerconnect Inc., and The Municipal Electric
Association
Kincardine Hydro Electric Commission,
Enerconnect Inc. and others
All of the following:
(v) REGULATORY PERMITS. LICENCES. ORDERS AND AUTHORIZATIONS
Descrt tion
Transitional Distribution Rate
Order #EB-1999-o049
Transitional Distribution
Licence #ED-1999-0049
Date
Jan. 28,2000
November,
1998
1997
November,
1997
Issued To
Kincardine Hydro Electric
Commission
Kincardine Hydro Electric
Commission
Issued B
Ontario Energy Board
Ontario Energy Board
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SCHEDULE "C"
TO BY-LAW NO. 2000 - 133
OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
SERVCO ASSETS. LIABILITIES AND EMPLOYEES
(i)
ASSETS - GENERAL
(a) Accounts Receivable: all accounts receivable including, without limitation, those relating to
or arising from water and sewer charges;
(b) All office equipment, office furniture and office furnishings;
(c) ComDuter Hardware and Software: all computer hardware, software and equipment,
including, without limitation, all computer monitoring equipment and all rights under
licences and other agreements or instruments related thereto;
(d) All water heaters;
(e) One Honda EM5000 Portable Generator:
(f) All load management customer load premises; and
(g) Goodwill: the goodwill of the Commission including, without limiting the generality of the
foregoing, (i) the right to represent itself as carrying on business In continuation of and in
succession to the Commission and the right to use any words indicating that its business is
so carried on; and (ii) all records of sales, customer lists, customer data, and supplier lists
of the Commission or of the Municipality or used by either of them.
(ii) VEHICLES
All of the following cars, trucks, trailers and other rolling stock and all permits and other
authorizations and documents related thereto:
Item Reference V.I.N. Make MOdel Licence
Plate
1 GTDM19W5V8526350 GMC 1997 EW9 560
1 GCCT19Z2M019251 0 Chevrolet 1991 EW7 733
1 HTSDMRITH282304 1996 LA1 401
1 FDYK84EORVA12811 Ford 1994 EW7 732
D61 FM5J021423 1975 RC1802
1971 45131F
1982 605 24K
19$0 451 32F
Yard-Man 13.5 HP
(iii) RIGHTS AND OBLIGATIONS
All of the following:
Reference
Vehicle Insurance
Polic #AUTO-2oo0-135
Sun Life Policy #15925 for
retired em 0 ees
Software licence and
support agreement
Meter reading (oral
reement
Office cleaning (oral
A reement
Posta e meter lease
Xerox photocopier
Service a reement
Parties
Kincardine Hydro and Municipal Electric
Association Reei rocallnsurance Exchan e
Commission and Sun Life (respecting Hartley E.
Watson and Wiona Loree
HarrisComp~erS~tems
Ex i Date
January 1,
2001
EPCOR Technologies
Judy Geddes
Pitne Bowes
Xerox
December
31,2000
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(iv)
SCHEDULE "C"
TO BY-LAW NO. 2000 -133
OF THE CORPORATION OF THE MUNICIPAUTY OF KINCARDINE
Page 2
REGULATORY PERMITS. LICENCES. ORDERS AND AUTHORIZATIONS
All of the following:
Issued To Issued By Description
Kincardine Hydro Electric Industry Canada Radio licence #445-0868737
Commission
Kincardine Hydro Electric Industry Canada Radio licence #445-2700228
Commission
Kincardine Hydro Electric Industry Canada Radio licence #445-3777447
Commission
(v) EMPLOYEES
All of the following employees:
Deer, Steve
Hoover, Kenneth G.
MacLennan, Roderick D.
Lamont, Margaret
Farrell, Bessie
Kay, Earl W.
Legault, Gilles G.
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(i)
ASSETS
SCHEDULE "D"
TO BY-LAW NO. 2000 -133
OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
HOLDCO ASSETS. LIABILITIES AND EMPLOYEES
(i) Cash in the amount of two dollars ($2.00).
(ii) LIABILITIES
Nil.
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SCHEDULE "En
TO BY-LAW NO. 2000 -133
OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
COLLECTIVE AGREEMENTS
Kincardine Hydro Electric Commission and Canadian Union of Public Employees and its Local #255
(expires May 31, 2001)
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SCHEDULE of''
TO BY-LAW NO. 2000 -133
OF THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
EXCLUDED ASSETS AND EXCLUDED LIABILITIES
PART 1 EXCLUDED ASSETS
(I) Cash in the amount of three hundred and sixty thousand dollars ($360,000.00); and
(ii) All right, title and interest in and to the following real property (whether held by freehold,
leasehold, licence or other interest), including, without limitation, all buildings, improvements,
fixtures, roadways, structures, fixed machinery, fixed equipment and appurtenances situate on,
in, under, over or otherwise forming part of such real property:
Reference
385 Queen Street
(Office & Garalle)
Property on Bruce
Avenue
Legal Description
Lots 33 & 34, East side of Queen Street, Registered Plan 61,
In the Municipality of Kincardine, (formerly Town of Kincardine), County
of Bruce
Part of Lot C, Concession A,
Shown as Pari 1 on Reference Plan 3R-5808 save and except Part 1 on
Reference Plan 3R-7266
In the Municipality of Kincardine, (formerty Town of Kincardine), County
of Bruce
Part of Lots 11 & 12, west side of Princes Street, Townplot of
Penetangore,
Shown as Paris 1 & 4 on Reference Plan 3R-7277
Municipality of Kincardine, (formerly Town of Kincardine), County of
Bruce
Subject to a right-of-way over Part 4 on Reference Plan 3R-7277 for the
DUrDOSeS as set out in Instrument #349705
Property on Princes
Street
; and
(Iii) 1995 GMC Safari Van, VIN #1GKDM19W4SB519616, License Plate No. EW8 744.
PART 2 EXCLUDED LIABILITIES
(i) All debts, liabilities and obligations both contingent and non-contingent arising from or related to
any actions, proceedings, lawsuits, causes of action or claims against the Commission or the
Municipality that relate to or arise from the transmission, distribution or retailing of electricity or
the sale or provision of products or services related thereto.
PART 3 EXCLUDED CASH
(i)
Excluded cash referred to in Part 1 (i) above in the amount of three hundrred and sixty thousand
dollars ($360,000.00) shall be transferred to the Kincardine Capital Expenditure Reserve Fund.
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