2007/05/14 (2)
The City of Niagara Falls, Ontario
Resolution
No. IS
Moved by Councillor Diodati
Seconded by Councillor Ioannoni
WHEREAS the Corporation of the City of Niagara Falls (the "City") is the sole shareholder of
Niagara Falls Hydro Holding Corporation ("Holdco") and the City is the sole shareholder of Niagara
Falls Hydro Inc. ("NFHI"); and
WHEREAS pursuant to the Shareholder Declaration dated May 8, 2000, the approval of the City
is required for an amalgamation by NFHI with a non-related corporation; and
WHEREAS on May 29,2006, Niagara Falls City Council approved Resolution 2006-05 resolving
that the Council of the Corporation of the City of Niagara Falls, as the stakeholder of Niagara Falls
Hydro, approve, in principle, the Term Sheet and authorize the negotiation of a merger (the
"Merger") of the electricity distribution utilities of Holdco and Peninsula West Power Inc. ("Pen
West"); and
WHEREAS the negotiations have lead to a Local Electricity Distribution Company (LDC) called
Niagara Peninsula Energy Inc.; and
WHEREAS Niagara Peninsula Energy Inc. will provide electricity distribution and related services
to approximately 50,000 residential and business customers in the City of Niagara Falls, Town of
Lincoln, Town of Pelham and Township of West Lincoln; and
WHEREAS the combined resources and larger customer base of the merged company, Niagara
Peninsula Energy Inc., will lead to reduced operational costs through economies of scale, greater
emergency response capability and a greater financial ability to invest in the maintenance and
upgrading of the local electricity distribution infrastructure.
THEREFORE BE IT RESOLVED that the Council of the Corporation of the City of Niagara
Falls, as sole shareholder of Niagara Falls Hydro Holding Corporation, hereby approves of the
Merger ofthe of the electricity distribution utilities of Hold co and Peninsula West Power Inc., to be
called Niagara Peninsula Energy Inc, subject to the approval of the Ontario Energy Board; and
FURTHER BE IT RESOL YED that the Council of the Corporation of the City of Niagara Falls,
as sole shareholder of Niagara Falls Hydro Holding Corporation and Niagara Falls Hydro Inc.,
hereby authorizes Holdco and NFHI to enter into the required Merger Agreement, Municipal Co-
operation Agreement, Shareholders Agreement, Amalgamation Agreement and required closing
documents as necessary; and
FURTHER BE IT RESOL YED that the Mayor and City Clerk be authorized to execute the
Municipal Co-operation Agreement, a Shareholders Resolution, applicable Municipal Execution By-
laws and any other documents that may be determined necessary to affect the Merger.
Carried Unanimously
AND The Seal of the Corporation be hereto affixed.
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R. T. (TED) SALCI
CITY CLERK MAYOR