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Toronto District Heating Corporation Act, 1998

S.O. 1998, CHAPTER 15
Schedule C

Consolidation Period:  From April 19, 2021 to the e-Laws currency date.

Last amendment: 2021, c. 4, Sched. 6, s. 93.

Legislative History: 2002, c. 17, Sched. F, Table; 2006, c. 32, Sched. C, s. 66; 2021, c. 4, Sched. 6, s. 93.

Definitions

1 In this Act,

“Corporation” means the corporation continued under subsection 2 (1); (“société”)

“Hospitals” means Mount Sinai Hospital, Sunnybrook and Women’s College Health Sciences Centre, The Hospital for Sick Children and The Toronto Hospital; (“hôpitaux”)

“regulations” means the regulations made under this Act; (“règlements”)

“steam” means steam or hot water. (“vapeur”)  1998, c. 15, Sched. C, s. 1.

Corporation continued

2 (1) Toronto District Heating Corporation is continued as a body corporate with share capital.  1998, c. 15, Sched. C, s. 2 (1).

Business Corporations Act

(2) The Corporation shall be deemed to have been incorporated under the Business Corporations Act.  1998, c. 15, Sched. C, s. 2 (2).

Articles of incorporation

3 The following provisions shall be deemed to be the Corporation’s articles of incorporation and may be amended or restated in accordance with the Business Corporations Act:

1. The name of the Corporation shall be Toronto District Heating Corporation.

2. The address of the registered office of the Corporation shall be P.O. Box 310, Royal Trust Tower, Suite 4018, Toronto-Dominion Centre, Toronto, Ontario M5K 1K2.

3. The number of directors of the Corporation shall be a minimum of one and a maximum of 10.

4. The Corporation is authorized to issue an unlimited number of common shares.  The rights, privileges, restrictions and conditions attaching to the common shares are as follows:

i. Payments of Dividends:  The holders of the common shares shall be entitled to receive dividends if, as and when declared by the board of directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors may from time to time determine.  Subject to the rights of the holders of any other class of shares of the Corporation entitled to receive dividends in priority to or concurrently with the holders of the common shares, the board of directors may in its sole discretion declare dividends on the common shares to the exclusion of any other class of shares of the Corporation.

ii. Participation upon Liquidation, Dissolution or Winding Up:  In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the common shares shall, subject to the rights of the holders of any other class of shares of the Corporation entitled to receive assets of the Corporation upon such a distribution in priority to or concurrently with the holders of the common shares, be entitled to participate in the distribution.  Such distribution shall be made in equal amounts per share on all the common shares at the time outstanding without preference or distinction.

iii. Voting Rights:  The holders of the common shares shall be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Corporation and to one vote in respect of each common share held at all such meetings.

5. No share in the capital of the Corporation shall be issued or transferred without the consent of the directors expressed by the votes of two-thirds of the directors at a meeting of the directors or by an instrument in writing signed by two-thirds of the directors.

6. The number of shareholders of the Corporation, exclusive of persons who are in its employment and exclusive of persons who, having been formerly in the employment of the Corporation, were, while in that employment and have continued after the termination of that employment to be, shareholders of the Corporation, is limited to not more than fifty, two or more persons who are the joint registered owners of one or more shares being counted as one shareholder.

7. Any invitation to the public to subscribe for securities of the Corporation is prohibited.  1998, c. 15, Sched. C, s. 3.

Shareholders

4 (1) Common shares of the Corporation shall be deemed to have been issued on the day this section comes into force to the following persons:

1. Her Majesty in right of Ontario.

2. The City of Toronto.

3. The Governing Council of the University of Toronto.

4. The Hospitals.  1998, c. 15, Sched. C, s. 4 (1).

Number of common shares

(2) The number of common shares of the Corporation that are deemed to have been issued under subsection (1) is as follows:

1. To Her Majesty in right of Ontario, 2,000 common shares.

2. To the City of Toronto, 4,000 common shares.

3. To The Governing Council of the University of Toronto, 2,000 common shares.

4. To each of the Hospitals, the number of common shares prescribed by the regulations, so that, in total, 2,000 common shares are deemed to have been issued to the Hospitals.  1998, c. 15, Sched. C, s. 4 (2).

Directors

5 The directors of the Corporation who hold office on the day this section comes into force shall continue to hold office in accordance with the terms of their existing appointments.  1998, c. 15, Sched. C, s. 5.

Supply of steam to Hospitals

6 (1) Despite section 55 of the Public Utilities Act, the board of directors of the Corporation shall conduct the business of the Corporation so that the requirements of the Hospitals for steam throughout the year for their facilities that were supplied by the Corporation on the day this section comes into force, and for any new expansion of or modification to those facilities, will be given priority over any other users of steam supplied by the Corporation.  1998, c. 15, Sched. C, s. 6 (1).

No breach of contract

(2) Nothing done under subsection (1) shall be deemed a breach of contract by the Corporation or entitle any person to rescind any contract or release any guarantor from the performance of the guarantor’s obligation, or render the Corporation, its officers, directors, employees or agents liable in any action-at-law or other legal proceedings for damages or otherwise.  1998, c. 15, Sched. C, s. 6 (2).

Rates for steam

7 (1) Subject to subsections (3) and (4), the rates for steam supplied by the Corporation to its customers shall be set by the Corporation in such amounts and for such periods of time as the Corporation considers appropriate and in setting such rates the Corporation may use its discretion as to the rates to be charged to the various classes of its customers.  1998, c. 15, Sched. C, s. 7 (1).

Charges for work, etc.

(2) The Corporation may fix the charges for the cost of any work or service done or furnished for the purpose of a supply of steam, and the rent of or charges for fittings, apparatus, meters or other things leased or furnished to its customers.  1998, c. 15, Sched. C, s. 7 (2).

Collection of accounts

(3) The Corporation may provide for the collection of the rates, charges and rents referred to in subsections (1) and (2) and the times and places when and where they shall be payable, and for allowing for prepayment or punctual payment such discounts as may be considered expedient.  1998, c. 15, Sched. C, s. 7 (3).

Appeal to Ontario Energy Board

(4) Where the rates referred to in subsection (1) are increased by the Corporation, a customer affected thereby may appeal to the Ontario Energy Board, which may fix just and reasonable rates, and the decision of the Ontario Energy Board is final and binding.  1998, c. 15, Sched. C, s. 7 (4).

Same

(5) A decision of the Ontario Energy Board under subsection (4) remains in effect for the period of time for which the rate was originally fixed by the Corporation, and thereafter until such time as the Corporation changes the rates under subsection (1).  1998, c. 15, Sched. C, s. 7 (5).

Purpose of Corporation

8 (1) For the purpose of the Public Utilities Act, the Corporation shall be deemed to have been incorporated for the purpose of supplying a public utility.  1998, c. 15, Sched. C, s. 8 (1).

Non-application

(2) Section 58 of the Public Utilities Act does not apply to the Corporation.  2002, c. 17, Sched. F, Table.

Section Amendments with date in force (d/m/y)

2002, c. 17, Sched. F, Table - 01/01/2003

Work on highways, etc.

9 (1) The Corporation shall notify in writing the municipality or other authority having jurisdiction over any highway, public lane or public communication on, over, under or across which the Corporation proposes to put down, place, install and maintain conduits, pipes, wires, poles, rods, cables, transformers, machinery, apparatus, devices, appliances, equipment, materials, structures or works, and shall submit to the municipality or authority the Corporation’s plans therefor.  1998, c. 15, Sched. C, s. 9 (1).

Location

(2) The conduits, pipes, wires, poles, rods, cables, transformers, machinery, apparatus, devices, appliances, equipment, materials, structures or works shall be put down, placed and installed in such manner, and in such location on, over, under or across the highway, public lane or public communication, as the municipality or authority may direct, and the Corporation shall restore the highway, public lane or public communication to its former state and any dispute between the Corporation and the municipality or authority as to the manner and location of putting down, placing and installing shall be referred to the Ontario Municipal Board, and the decision of the Ontario Municipal Board shall be final.  1998, c. 15, Sched. C, s. 9 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection 9 (2) of the Act is amended by striking out “Ontario Municipal Board” wherever it appears and substituting in each case “Ontario Land Tribunal”. (See: 2021, c. 4, Sched. 6, s. 93)

Indemnity

(3) The Corporation shall indemnify and save harmless the municipality or authority against, from and for any and all damages, claims, losses, costs and expenses sustained or incurred by reason of the negligent use, operation, maintenance, installation, placing and putting down of the conduits, pipes, wires, poles, rods, cables, transformers, machinery, apparatus, devices, appliances, equipment, materials, structures or works by the Corporation, its agents, employees, contractors and subcontractors.  1998, c. 15, Sched. C, s. 9 (3).

Agreements

(4) The Corporation and any municipality or other authority referred to in subsection (1) shall enter into agreements which incorporate the provisions of subsections (1), (2) and (3) and further provide for the continuing and future use by the Corporation of any highway, public lane or public communication, the compensation to be paid to the municipality or other authority therefor and such other terms and conditions as may be agreed to by the parties.  1998, c. 15, Sched. C, s. 9 (4).

Public Utilities Act

(5) This section applies despite the Public Utilities Act.  1998, c. 15, Sched. C, s. 9 (5).

Section Amendments with date in force (d/m/y)

2021, c. 4, Sched. 6, s. 93 - not in force

City may provide funds

10 (1) The City of Toronto is authorized and empowered to provide funds to the Corporation to enable it to carry out its activities and the funds advanced to the Corporation by the City shall be on such terms as the City may from time to time determine.  1998, c. 15, Sched. C, s. 10 (1).

Non-application

(2) The operations of the Corporation are deemed not to be a manufacturing business or other industrial or commercial enterprise for the purposes of subsections 82 (1) and (2) of the City of Toronto Act, 2006.  2006, c. 32, Sched. C, s. 66.

Section Amendments with date in force (d/m/y)

2002, c. 17, Sched. F, Table - 01/01/2003

2006, c. 32, Sched. C, s. 66 - 01/01/2007

City may own shares

11 The City of Toronto may acquire, hold and sell shares in the capital of the Corporation and of any corporation into which it may be amalgamated.  1998, c. 15, Sched. C, s. 11.

Hospital Labour Disputes Arbitration Act

12 The steam plant of the Corporation located on the steam plant site described in the trust deed dated as of the 15th day of December, 1972 between the Toronto Hospitals Steam Corporation and the Canada Permanent Trust Corporation and all related equipment and facilities and any other site used to generate the supply of steam are deemed to be a hospital and persons employed thereat are deemed to be hospital employees for the purposes of the Hospital Labour Disputes Arbitration Act as long as the steam generated therefrom is being supplied to the Hospitals or any of them.  1998, c. 15, Sched. C, s. 12.

Regulations

13 (1) The Lieutenant Governor in Council may make regulations,

(a) fixing, for the purpose of subsection 4 (2), the number of common shares of the Corporation that are deemed under subsection 4 (1) to have been issued to each of the Hospitals;

(b) limiting the business activities in which the Corporation may engage;

(c) providing for such transitional matters as the Lieutenant Governor in Council considers necessary or advisable in connection with the implementation of this Act;

(d) respecting any matter that the Lieutenant Governor in Council considers necessary or advisable to carry out effectively the purposes of this Act.  1998, c. 15, Sched. C, s. 13 (1).

Regulations under cl. (1) (b)

(2) A regulation under clause (1) (b) shall not restrict the Corporation’s ability to engage in any business activities related to the production, generation, transmission, distribution or sale of steam, chilled water, electricity or anything ancillary to steam, chilled water or electricity.  1998, c. 15, Sched. C, s. 13 (2).

14 Omitted (amends or repeals other Acts).  1998, c. 15, Sched. C, s. 14.

15 Omitted (provides for coming into force of provisions of this Act).  1998, c. 15, Sched. C, s. 15.

16 Omitted (enacts short title of this Act).  1998, c. 15, Sched. C, s. 16.

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