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Special Committee of the Whole Minutes
City of Peterborough
December 7, 2016
Draft Minutes Not Approved
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Minutes of the Special Committee of the Whole Meeting
held on December 7, 2016, at Showplace, 290 George Street.
The
meeting of Committee of the Whole was called to order at 6:00 p.m. at Showplace.
Roll
Call:
Todd
Williams, Navigant Consultants
John
Stephenson, President and CEO, Peterborough Utilities Group
David
Paterson, Director, CoPHi
Dave
Bignall, Director, CoPHi
Jane
Albert, Director, Special Projects, Hydro One
Disclosure
of Pecuniary Interest
There
were no Disclosures of Pecuniary Interest.
Chief
Administrative Officer
Report
CAO16-018
City of Peterborough Holdings Inc. Recommendation to City
of Peterborough –Peterborough Distribution Inc. Divestment to Hydro One Inc.
Moved
by Mayor Bennett
That
Council approve the recommendations outlined in Report CAO16-018 dated December
7, 2016, of the Chief Administrative Officer, as follows:
a)
That
in accordance with the Shareholder Direction and Unanimous Shareholder
Declaration dated July 30, 2012, the City hereby authorizes City of
Peterborough Holdings Inc. (“CoPHI”) to sell substantially all of the assets of
Peterborough Distribution Inc. (“PDI”) to Hydro One Inc. for the consideration
and pursuant to the terms and conditions set out in the signed proposal letter
and term sheet from Hydro One Inc. to CoPHI, dated September 26, 2016 (“Term
Sheet”) provided that:
(i) The gross
proceeds for the sale transaction net of amounts to be determined and approved
by the City, shall be paid to the City (“Net Proceeds”) and
(ii) Such payment of
Net Proceeds shall be supported by declarations of dividends equal to such Net
Proceeds from PDI to CoPHI and from CoPHI to the City.
(iii) PDI and PUSI be
reorganized as required by the Chief Administrative Officer, the Director of
Corporate Services and the City Solicitor, Director of Legal Services
(collectively the “City Staff”), in consultation with legal counsel and other
professional advisors.
b)
That
the City authorizes the Chief Administrative Officer, the Director of Corporate
Services and the City Solicitor, Director of Legal Services (collectively the
“City Staff”) to work with legal counsel and other professional advisors to
negotiate and finalize the Asset Purchase Agreement, an Agreement of Purchase
and Sale for a new Operations Centre, a Transition Services Agreement and
various ancillary agreements, documents, deeds and instruments, collectively
the “Sale Agreements”.
c)
That
the Mayor and the City Clerk are authorized for and on behalf of the City to
execute and deliver the Sale Agreements, in the forms reviewed and approved by
City Staff.
d)
That
the Mayor and the Clerk are also authorized to do all such acts and things and
to execute and deliver all such documents as in their opinion may be necessary
or desirable to complete the sale transaction hereby approved and authorized.
e)
That the
Net Proceeds of the sale be placed in an interest bearing reserve account under
the control of the City Treasurer with details and options available to Council
for investment of the funds to be reported to Council in the second quarter of
2017, including an option to reinvest the funds in City of Peterborough
Holdings Inc. to support renewable power generation projects with an interest
rate of at least 6% as a point to compare all other options;
f)
That
a by-law be adopted to authorize the sale of substantially all of the assets of
PDI to Hydro One, authorize staff to negotiate and finalize the Sale Agreements
and authorize the Mayor and Clerk to execute any documents pertaining to
the sale transaction.
g)
That
through the Asset Purchase Agreement, Hydro One Inc. shall establish an
Advisory Committee, to provide a forum for communication between the City and
Hydro One as soon as practicable after closing. The City in consultation with
Hydro One Inc. and CoPHI shall establish the mandate of the Advisory Committee,
which will be comprised of representatives of the City, Hydro One Inc. and
CoPHI.
“CARRIED”
Adjournment
John
Kennedy
City
Clerk
Councillor
Beamer
Chair