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THi: CORPORATIOH 01' THi: TOWIISHIP 01' BRUCE
BY-LAW HO. 90-11
WHEREAS the Corporation is about to be reappointed as trustee of
the assets of the Bruce Municipal Telephone System and assume its
position pursuant to the Telephone Act;
AND WHEREAS Peat Marwick Limited has acted in the role of trustee
of the System since 1987 and is in the process of making an
appl1cat ion to the Supreme Court of Ontario to be discharged and
released and has requested the Corporation for certain
assurances;
NOW THEREFORE, the Council of the Corporation of the Township of
Bruce enact as a by-law of the Corporation as follows:
1. The Reeve and the Clerk be and they are hereby authorized to
execute on behalf of the Corporation a deed of appointment
and retirement substantially in the form attached as
Schedule "A" to this by-law;
2. The Reeve and the Clerk be and they are hereby authorized to
execute a form of release and indemnity in favour of the
trustee in a form to be finally approved by Messrs. Forsyth
& Drury acting as counsel to the Corporation;
3. The Reeve and the Clerk be and they are hereby authorized to
execute an agreement to compensate and indemnify the trustee
and its counsel in a form substantially set out in Schedule
"B" to this by-law.
By-law introduced and read a First time this TENTH day of APRIL,
1990.
By-law read a Second time this TENTH day of APRIL, 1990.
By-law read a Third time and finally passed, signed, sealed, and
numbered 90-11 this TENTH day of APRIL, 1990.
/JW&ó-
CLERK
REEVE
SEAL-
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. APR 09 '90 16:48
FORSYTH . DRlRY
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339 P05
THIS DEED OF APPOII!mŒBT AHD UTIUMEI!IT made
IBWU.' DRAFT
THE CORPORATIOH OF THE TOWHSHIP
OJ' BROa
(hereinafter called the ·Township·)
of,the Firat part
- and -
PEAT MARWICK LIMITED
(herein called ·The,Trust..·)
of the Second Part
WHEREAS the Township is the initiating
M""""A' ~Q.\
municipality of the Bruce Municipality Telephone System
(hereinafter called the ·BMTS·) pursuant to the Tslenhone
Act, R.S.O. 1980, Chapter 496;
AND WHEREAS the Township by deed of appointment
made in January, 1987 appointed The Trustee as trustee of
the BMTS in its place for the reasons set out in such deed
of appointment, a copy of which is attached as Schedule
"A" hereto;
\
ARD WHEREAS the Supreme Court of Oatario by order
made April 27, 1987 confirmed the appointment of The
Trustee as trustee of the BNTS in place of the Township
pursuant to aecUon 5 of the Trus~e8 A.ct, R.S.0.1980,
Chapter 512, subject only to any further order or orders
that the Court might see fit to make from time to time;
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FIPR IiI9 '90 16:49
339 P05
FORSYTH . DRlRY
- 2 -
AND WHEREAS the Supreme Court of Ontario b.Y order
maðe September 15, 1987 and confirmed b.Y order made
September 23, 1987 appointed The Truatee to act also aa
the manager of the BMTS in place Of the then commissioners
of the BMTS, Alez Tbornburn, A. Erneat Greer, Gary
MCGillivray, Harry Schildroth and Mary Campbell;
AND WHEREAS The Trustee, followinq its
appointment as trustee of the BMTS, became the· plaintiff
in an action commenced in the Supreme Court of Ontario,
(Court File Ho. 934/84 - Walker ton) , seekino a declaration
identifying tbe subscribers of the BMTS in accordance with
the TeleDhon. Act or alternatively a declaration that such
subscribers cannot be aac.rtained;
AND WHEREAS the Supreme Court of Ontario bY order
made September 12, 1989 declared that the subscribers Of
the BMTS cannot be ascertained in accordance with the
Xelenhone Act;
AND WHEREAS The Trustee has now taken the
necessary steps to bring to a conclusion the other Court
proceedin;s relating to or connected witb tbe issue of the
subscriberahip of the BMrS
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¡::¡¡:>R 09 '90 16:49
FLRSYTH . ~y
339 P07
- 3 -
A.HD WHEREAS it is now DO longer necessary for The
Trustee to remain as trustee and manager of the BMTS and
accordingly, The Trustee desirea to be discharged from the
trusts and powera tepoaed in or conferred to it as a
reault of its appointment as trustee and manager of the
BMTS;
AND WHEREAS the deed of appointment made January,
1987 provided that The Truste. could reappoint the
Township in its place;
AND WHEREAS The Trustee will in the near future
seek the approval of the Supreme Court of Ontario for the
winding up of its trusteeship and the discharge of its
appointment under the deed of appointment ezecuted in
January, 1987 and under the orders of the Supreme Court of
Ontario made April 27, 1987, September 15 and 23, 1987.
ROW THIS DEED WITHESSES as follows:
1. The Trustee reappoints the Township as the
trustee of the BMTSin the place of The Trustee.
2. The Trustee hereby declares, for the reasons
already set out herein, that it desires to be discharged
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APR 09 '9Ø 16:50
339 f'08
FORSYTH .. DRlRY
- 4 -
from tbe trusts and powers reposed in or cDuferre4 to it
as a result of its appointment as trustee and managet of
the BMTS.
3. The Truatee hereby declares that every .state and
interest in all land. subject to the trust, anð in all
personal .state or other property, rights or interests so
subject. shall revest in the TownShiP~ by virtue of
this instrument, shall agaln become and be The 'Trustee for
perfDrming the trust with the intent and effect that the
declaration hereby made shall without any conveyance or
assignment operata to vest in the Township, and for the
purpose of the trust, all the said .state, interests and
rights.
.. The Township accept a its reappointment herein.
5. This ðeeð of appointment and retirement is
effective on the lame .ffective date on which the Supreme
court of Ontario may provide for the discharge of the
Trustee as trustee and manager of the BMTS pursuant to The
Trustee's contemplated application in that regard.
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339 P09
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FIPR I!ISI ·90 16:50
FORSYTH . DRlRY
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IX WITHESS WHEREOF the parties hereto have
hereunto set their respective banda and .eals.
THE CORPORATIOH OF THE TOWNSHIP
OF BROCE
Date:
Per:
.eeve
cIs
Per:
ClerklTreasurer
PEAT HARWICK LIMITED
Date:
cIs
Per:
'''2M
-.
THE CORPORATION OF THE TOWNSHIP OF BRUCE
BY-LAW NO. 90-11 (SCHEDULE nBn)
PAGE 3
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APR 09 '90 16:53
FORSYll-I . DRlRY
339 P15
TIllS IS SCHEDULE "B" TO BY~LAV 110. 90-\' ,
TO:
PEAT HARWICK LIMITED
AND BLAKE CASSELS & GRAYDON
("Peat Marwick")
FROM:
THE CORPORATION OF THE TOWNSHIP OF BRUCE
Sometime Trustee of the
Bruce Municipal Telephone System
(the "Corporation")
IN CONSIDERATION of Peat Marwick Limited executing a deed of
appointment and retirement as trustee and manager of the Bruce Municipal
Telephone System and re-appointiog the Corporation as trustee, the
Corporation shall indemnify and compensate Peat Marwick Limited and its
counsel, Blake Cassels & Graydon, for all fees properly incurred and not
included in the final settlement of compensation and costs submitted with
or at the time of application to the Court on April 27, 1990.
It is understood that any claims will be made to the
Corporation in its capacity as trustee of the Bruce Municipal Telephone
System and will be paid from the funds of the System in the same manner as
if Peat Harwick Limited and Blake Cassels & Graydon were supplying services
to the Corporation in its capacity as trustee.
It is further understood and agreed that the compensation and
indemnity will include services performed after April 27. 1990, so as to
permit Peat Harwick Limited to fully. complete the transfer of the assets
and administration of the System to the Corporation.
DATED this
day of April, 1990.
THE CORPORATION OF THE
TOWNSHIP OF BRUCE
PER:
Reeve
PER:
Clerk