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The Purchase of Winnipeg Hydro Act

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S.M. 2002, c. 45

Bill 49, 3rd Session, 37th Legislature

THE PURCHASE OF WINNIPEG HYDRO ACT


Table of Contents

(Assented to August 9, 2002)

WHEREAS the City of Winnipeg and Manitoba Hydro have entered into an agreement for Manitoba Hydro to purchase Winnipeg Hydro from The City of Winnipeg, subject to the approval of the Legislature;

AND WHEREAS the proposed purchase will allow Manitobans to benefit from

(a) the efficient operation of an integrated electric utility,

(b) the continued provision of low rates that, under The Manitoba Hydro Act, are required to be uniform throughout the province, and

(c) the protections in The Manitoba Hydro Act against the privatization of major hydro assets being extended to the Winnipeg Hydro assets;

THEREFORE HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

PART 1

PURCHASE OF WINNIPEG HYDRO

Definitions

1           The following definitions apply in this Part.

"city" means The City of Winnipeg. (« ville »)

"purchase" means the purchase of Winnipeg Hydro approved by section 2. (« achat »)

"purchase agreement" means the agreement between the city and Manitoba Hydro dated June 26, 2002, providing for the purchase of Winnipeg Hydro by Manitoba Hydro. (« convention d'achat »)

"transferring employee" means an individual who accepts an offer of employment made under section 3 and commences that employment. (« employé muté »)

Purchase and sale approved

2           The proposed purchase of the business and assets of Winnipeg Hydro by Manitoba Hydro from the city, and the sale of the same by the city to Manitoba Hydro, substantially on the terms and conditions set out in the purchase agreement, are approved.

Offer of employment

3(1)        In order to complete the purchase, Manitoba Hydro must offer to employ every city employee who immediately before the closing date of the purchase is employed in the operations of Winnipeg Hydro.

Terms of offer

3(2)        The employment must be offered on terms that

(a) give the employee the same years of seniority as he or she had with the city immediately before the closing date of the purchase, and ensure continuing recognition, throughout the employee's employment with Manitoba Hydro, of the employee's years of service with the city; and

(b) entitle the employee to wages and benefits, including long term disability benefits, on terms no less favourable overall than those provided by the city immediately before the closing date of the purchase.

Wage protection

3(3)        For so long as a transferring employee remains in the job classification within which he or she is employed upon commencing employment with Manitoba Hydro, or in one of equal pay, the employee is entitled

(a) to the benefit of all general wage adjustments and salary progressions provided to Manitoba Hydro employees; and

(b) to not have his or her wages reduced by Manitoba Hydro below the level that applied to him or her upon commencing employment with Manitoba Hydro, except

(i) as permitted by a collective agreement, or

(ii) if the employee is not covered by a collective agreement, in accordance with the policies of Manitoba Hydro that apply to that classification.

Employee pensions

3(4)        Manitoba Hydro shall become, in respect of the transferring employees, a participating employer in the city's pension plan on the closing date of the purchase, and the transferring employees will continue as members of the plan until they transfer to a new plan established by Manitoba Hydro.

Continuation of bargaining unit configuration

4           The bargaining agents for the transferring employees at the time of the purchase continue as the bargaining agents of the transferring employees, other than those who accept posted positions covered by a collective agreement with another bargaining unit, for a period of 18 months after the closing date of the purchase or any shorter period agreed to by Manitoba Hydro and the applicable bargaining agent.  Until the end of that period, no application or determination may be made under The Labour Relations Act in respect of any of the matters addressed in subsection 56(2) or (3) of that Act or in respect of the collective agreements covering the transferring employees.  Manitoba Hydro is nevertheless entitled to intermingle the transferring employees with its other employees and to integrate them into its business operations.

Immediate vesting of beneficial interest

5(1)        Despite the fact that title to land to be transferred under the purchase agreement to Manitoba Hydro is transferred after the closing date of the purchase, the city's interest in the land vests in Manitoba Hydro on that date.

Rights-of-way, easements, etc.

5(2)        After the closing date of the purchase,

(a) Manitoba Hydro has the same obligations, rights and status that the city had before the closing date under a right-of-way or easement agreement relating to Winnipeg Hydro or under a caveat relating to such an agreement, and any reference in such an agreement or caveat to the city or to Winnipeg Hydro is deemed to be a reference to Manitoba Hydro;

(b) Manitoba Hydro has the same rights as the city had as the owner of Winnipeg Hydro, whether under an agreement or otherwise at law, to install, maintain, inspect, repair, remove, replace or add to lines or other equipment or facilities on, across or under land, despite any change in ownership of the land; and

(c) if the city's rights referred to in clause (b) are under an agreement that is not registered against title to land, Manitoba Hydro may register the agreement or a caveat in respect of the agreement, but is not required to do so.

"Land" defined

5(3)        In this section, "land" means real property of every kind, and includes

(a) every kind of messuage, tenement, leasehold, and hereditament, whether corporeal or incorporeal and whether legal or equitable;

(b) every right or interest in, to, over, under or affecting land, including rights-of-way and easements;

(c) all paths, passages, ways, watercourses, waters, water rights, water powers, water privileges, air rights, licences, liberties and privileges pertaining to land;

(d) mines, minerals and quarries; and

(e) trees and timber on land.

Land transfer tax

6(1)        Manitoba Hydro must pay tax under Part III of The Revenue Act on the land purchased under the purchase agreement.  For the purpose of subsection 34(1) of that Act, the tax is to be calculated as if all of the land to be transferred were transferred on a single transfer.

Payment of land transfer tax

6(2)        Despite Part III of The Revenue Act,

(a) the tax payable under that Part on the purchase of the land is payable directly to the Minister of Finance upon registration of the first transfer of land purchased under the purchase agreement; and

(b) after the tax has been paid in accordance with clause (a), when a transfer of land is submitted by Manitoba Hydro for registration in a land titles office,

(i) no person shall collect tax under that Part in respect of the transfer, and

(ii) section 37 of that Act does not apply,

if the transfer is accompanied by an affidavit, signed by an official of Manitoba Hydro and an official of the city, verifying that the land is to be transferred pursuant to the purchase agreement.

No liability unless expressly assumed

7           Except as otherwise provided in the purchase agreement, Manitoba Hydro is not liable to any person or organization for anything done or not done, or any liability incurred, by or on behalf of the city in connection with Winnipeg Hydro.

"Winnipeg Hydro debt" defined

8(1)        In this section, "Winnipeg Hydro debt" means debt outstanding on the closing date of the purchase that was incurred by the city for the purposes of Winnipeg Hydro under debentures issued pursuant to by-laws 4783/88, 5286/89, 5507/90, 5779/91, 6090/93, 6163/93, 6300/94, 6620/95, 6897/96, 7000/97, 7054/97, 7369/99 and 7582/00.

Manitoba Hydro bonds

8(2)        For the purpose of enabling the city to repay the Winnipeg Hydro debt, Manitoba Hydro may issue to the city one or more bonds repayable on the same terms and conditions as to interest and the date of maturity as the terms and conditions on which the Winnipeg Hydro debt is repayable, and not exceeding, in total, the sum of

(a) $130,000,000.;

(b) the amount paid under clause (4)(a) to Manitoba Hydro from the city's sinking fund; and

(c) the value of the assets transferred to Manitoba Hydro from or in respect of the city's reserve account for Pointe du Bois.

No effect on other authority

8(3)        The authority to issue bonds under subsection (2) is in addition to, and does not limit, Manitoba Hydro's authority under any other Act to borrow or raise money or to issue bonds or other securities.

City's sinking fund assets

8(4)        Despite The Trustee Act and Part 9 of The City of Winnipeg Act,

(a) the sinking fund trustees under Part 9 of The City of Winnipeg Act shall pay to Manitoba Hydro, as directed by the city and Manitoba Hydro, an amount equal to the fair market value, as determined by the city and Manitoba Hydro, of the portion of the sinking fund assets that the city and Manitoba Hydro agree is attributable to the Winnipeg Hydro debt;

(b) the bonds issued by Manitoba Hydro to the city in connection with the Winnipeg Hydro debt shall be held in the city's sinking fund; and

(c) the principal and interest received by the sinking fund on the Manitoba Hydro bonds shall be paid to the city for the payment of principal and interest on the Winnipeg Hydro debt.

Reduction in city's annual levies

8(5)        Despite section 296 of The City of Winnipeg Act, the by-laws referred to in the definition "Winnipeg Hydro debt" may be amended as necessary to ensure that, after Manitoba Hydro bonds totalling the Winnipeg Hydro debt are deposited in the city's sinking fund, no further amounts are required to be levied and contributed to the sinking fund in respect of the Winnipeg Hydro debt.

PART 2

CONSEQUENTIAL AMENDMENTS

THE MANITOBA HYDRO ACT

C.C.S.M. c. H190 amended

9(1)        The Manitoba Hydro Act is amended by this section.

9(2)        Subsection 15(4) is amended by striking out "or under The City of Winnipeg Act".

9(3)        Section 15.2 is amended by striking out ", or the City of Winnipeg in accordance with The City of Winnipeg Act,".

9(4)        The following is added after section 15.3:

Capitalization of balance owing to City of Winnipeg

15.3.1      If the Legislative Assembly enacts a bill to authorize or effect a privatization of the corporation, the stream of annual payments comprising the unpaid balance of the purchase price for Winnipeg Hydro shall be capitalized and paid in the manner set out in the purchase agreement between The City of Winnipeg and the corporation dated June 26, 2002, or in any other manner agreed to by them and approved by the Lieutenant Governor in Council.

9(5)        Subsection 23(1) is amended by adding "or under" before "any Act".

9(6)        The following is added after subsection 43(2.1):

Exemption from municipal taxation

43(2.2)     For greater certainty, and without limiting any exemption from municipal taxation under The Municipal Assessment Act, the corporation and its subsidiaries are exempt from all taxes levied by a municipality on the following property:

(a) conduits, poles, pipes, wires, transmission lines, plant, equipment and any similar property owned by the corporation or any of its subsidiaries or occupied or used by any of them in the generation, transformation, transmission or distribution of power; and

(b) any land on or under which such property is situated.

Limitation

43(2.3)     Subsection (2.2) does not exempt the corporation or any of its subsidiaries from local improvement taxes levied against land used for an electric substation or an office building.

THE PUBLIC UTILITIES BOARD ACT

C.C.S.M. c. P280 amended

10(1)       The Public Utilities Board Act is amended by this section.

10(2)       The following is added after subsection 82(3):

Where clause (1)(h) does not apply

82(3.1)     Clause (1)(h) does not apply to the sale of the city's electric utility to Manitoba Hydro as approved by The Purchase of Winnipeg Hydro Act.

10(3)       Section 92 is renumbered as subsection 92(1) and the following is added as subsection 92(2):

No application to union of Winnipeg Hydro with Manitoba Hydro

92(2)       Subsection (1) does not apply to the union of electric utilities that may follow or result from the sale of the city's electric utility to Manitoba Hydro as approved by The Purchase of Winnipeg Hydro Act.

THE CITY OF WINNIPEG ACT

S.M. 1989-90, c. 10 amended

11(1)       The City of Winnipeg Act is amended by this section.

11(2)       Subsection 172(1) is replaced with the following:

Telephone company property in the streets

172(1)      All pipes, wires, poles, tracks, rails or other property of a telephone company fixed or placed in a street shall, for the purposes of assessment and taxation, be deemed land, and the assessor shall assess them by entering the sum of $1,200,000. in the general assessment roll each year as the total value of the company's properties so fixed or placed in the streets.

11(3)       Subsection 172(2) is amended by striking out "and plant assessed as aforesaid, excepting properties belonging to or held in trust for the Crown," and substituting "assessed under subsection (1)".

11(4)       Subsection 179(5) is repealed.

11(5)       Subsection 211(1) is amended by striking out "or engines, boilers, dynamos or other plant for generating, transforming or distributing power, electricity or gas," and "or the plant and machinery".

11(6)       Section 293 is amended by adding "or from funds related to the utility" after "revenue of the utility or undertaking".

11(7)       Clause 343(1)(e) is amended by adding ", before the purchase of the city's electric utility by Manitoba Hydro," after "or the extension".

11(8)       Subsection 473(2) is amended in the part before clause (a) by adding ", other than equipment of Manitoba Hydro," after "equipment".

11(9)       Section 506 is amended by striking out "Where conduits are constructed by the city" and substituting "If the city owns conduits constructed".

11(10)      Clause 544(a) is amended by striking out "electricity,".

11(11)      Section 545 is replaced with the following:

Authority to purchase utility

545         The city may acquire all or any part of the property and undertaking of a person or organization that owns or operates a utility.

11(12)      Subsection 548(1) is amended by striking out "energy, power,".

11(13)      Subsections 548(2) to (5) are repealed.

11(14)      Subsection 549(1) is amended

(a) in the part before clause (a), by striking out "energy, power,";

(b) in clause (b), by striking out "energy, power," wherever it occurs;

(c) in subclause (c)(iii), by striking out "electrical,";

(d) in subclause (d)(ii), by striking out "energy, power,";

(e) in subclause (d)(iii), by striking out "such energy, power or";

(f) in subclause (d)(vi), by striking out "energy, power,";

(g) in clause (f), by striking out "electricity,"; and

(h) by repealing clause (g).

11(15)      Section 550 is renumbered as subsection 550(1) and the following is added as subsection 550(2):

Exception

550(2)       Subsection (1) does not apply to meters, wires, pipes or other apparatus acquired by Manitoba Hydro in the purchase of Winnipeg Hydro.

11(16)      Clause 551(b) is amended by striking out "electricity,".

11(17)      Section 552 is replaced with the following:

Power to operate utility

552         The city may

(a) operate a utility for the generation, distribution and sale of gas, steam or another commodity, other than electricity, for heating purposes;

(b) sell or lease appliances or other things capable of using the commodity or transforming it for use; and

(c) establish rates for selling the commodity to consumers or for making it available for their use, and for the rental of any meter or other equipment.

11(18)      The following is added after subsection 576(1):

Exception

576(1.1)    After Winnipeg Hydro is sold to Manitoba Hydro as approved by The Purchase of Winnipeg Hydro Act, council may amend the Plan Winnipeg by-law to remove references to Winnipeg Hydro.  Despite subsection (1), the procedures set out in sections 579 to 582 do not apply to such an amendment.

11(19)      Section 667 is renumbered as subsection 667(1) and the following is added as subsection 667(2):

Application

667(2)      Subsection (1) does not apply to continue in force any order, plan, agreement, contract, by-law, resolution, or application that would otherwise cease to have effect as a result of The Purchase of Winnipeg Hydro Act or the sale of the city's electric utility to Manitoba Hydro as approved by that Act.

PART 3

COMING INTO FORCE

Coming into force

12(1)       Subject to subsection (2), this Act comes into force on the day it receives royal assent.

Coming into force: sections 9 and 11

12(2)       Sections 9 and 11 come into force on a day fixed by proclamation.