3928 Schedule 'A' - Program Agreement Ontario Certified Site Program Economic Dev., Emplooyment & InfrastructureTHE AGREEMENT effective as of the 1st day of July, 2015.
BETWEEN:
BACKGROUND:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the Minister of Economic Development,
Employment and Infrastructure
(the "Province")
-and-
The Corporation of the Town of Tillsonburg
(the "Recipient'')
The Province has implemented the Program.
Eligible applicants under the Program are entitled to receive reimbursements for Eligible
Costs incurred under the Program subject to the terms and conditions contained in this
Agreement.
The Recipient is an applicant under the Program and wishes to apply for
reimbursements of Eligible Costs under the Program and the Province wishes to provide
such reimbursements subject to the terms and conditions contained in this Agreement.
CONSIDERATION:
In consideration of the mutual covenants and agreements contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are expressly
acknowledged, the Parties agree as follows:
ARTICLE 1
INTERPRETATION AND DEFINITIONS
1.1 Interpretation. For the purposes of interpretation:
(a) words in the singular include the plural and vice-versa;
(b) words in one gender include all genders;
(c) the background and the headings do not form part of the Agreement; they
are for reference only and shall not affect the interpretation of the
Agreement;
(d) any reference to dollars or currency shall be to Canadian dollars and
currency; and
(e) "include", "includes" and "including" shall not denote an exhaustive list.
1.2 Definitions. In the Agreement, the following terms shall have the following
meanings:
"Agreemenr• means this agreement entered into between the Province and the
Recipient and includes all of the schedules listed in section 27.1 and any
amending agreement entered into pursuant to section 34.2.
"Application to Certity Deadline Date" means the first anniversary ofthe
Effective Date.
"Application to Certify'' means the application form developed by the Province
that the Recipient is required to complete to apply for a Site Certification.
"BPSAA" means the Broader Public Sector Accountability Act, 2010 (Ontario),
including any directives issued pursuant to that Act.
"Budget" means the budget attached to the Agreement as a part of Schedule
"A".
"Business Day" means any day other than a Saturday, Sunday or a statutory
holiday in the Province of Ontario.
"Certification Date" means the date on which the Site obtains a Site
Certification confirmation from the Province.
"Certification Instructions and Requirements" has the meaning ascribed to it
in Schedule "A".
"Effective Date" means the date set out at the top of the Agreement.
"Eligible Costs" has the meaning ascribed to it in Schedule "F" under the
heading "Eligible Costs and Reimbursement".
"Event of Default" has the meaning ascribed to it in section 14.1.
"Expiry Date" means the earliest of: (i) the second anniversary of the
Certification Date; (ii) when the Site is sold in accordance with the terms and
conditions of the Agreement; or, (iii) four years after the Effective Date.
"Force Majeure" has the meaning ascribed to it in Article 25.
"Funds" means the money the Province provides to the Recipient pursuant to
the Agreement.
"Indemnified Parties" means her Majesty the Queen in right of Ontario, her
ministers, agents, appointees and employees.
"Intellectual Property" means any intellectual, industrial or other proprietary
right of any type in any form protected or protectable under the laws of Canada,
any foreign country, or any political subdivision of any country, including, without
limitation, any intellectual, industrial or proprietary rights protected or protectable
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by legislation, by common law or at equity.
"Maximum Funds" means the amount calculated as fifty percent (50%) of the
Eligible Costs incurred by the Recipient for purposes of obtaining the Site
Certification, up to a maximum amount of Twenty Five Thousand Dollars
($25,000.00).
"Notice" means any communication given or required to be given pursuant to
the Agreement.
"Notice Period" means the period of time within which the Recipient is required
to remedy an Event of Default, and includes any such period or periods of time
by which the Province considers it reasonable to extend that time.
"Parties" means the Province and the Recipient.
"Party" means either the Province or the Recipient.
"Pre-screening Application" has the meaning ascribed to it in Schedule "A".
"Program" has the meaning ascribed to it in Schedule "A".
"Project" means the undertaking described in Schedule "A".
"Releasees" means her Majesty the Queen in right of Ontario, her ministers,
agents, appointees and employees.
"Reports" means the reports described in Schedule "8".
"Site" means the property municipally known as 20 Clearview Drive, Tillsonburg,
Ontario, more particularly described in Schedule "G".
"Site Certification" means a certification by the Province that the Site satisfies
the requirements to be certified under the Program.
"Timelines" means the timelines relating to the Project as set out in Schedule
"A".
ARTICLE2
REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1 General. The Recipient represents, warrants and covenants that:
(a) it is, and shall continue to be for the term of the Agreement, a validly
existing legal entity with full power to fulfill its obligations under the
Agreement;
(b) it has, and shall continue to have for the term of the Agreement, the
experience and expertise necessary to carry out the Project;
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(c) unless otherwise provided for in the Agreement, any information the
Recipient provided to the Province in support of its request for funds
(including information relating to any eligibility requirements) was true and
complete at the time the Recipient provided it and shall continue to be
true and complete for the term of the Agreement; and
(d) it is, and shall continue to be for the term of the Agreement or until such
time as the Site is sold or otherwise transferred by the Recipient, the
registered owner of the Site.
2.2 Execution of Agreement. The Recipient represents and warrants that:
(a) it has the full power and authority to enter into the Agreement; and
(b) it has taken all necessary actions to authorize the execution of the
Agreement.
2.3 Governance. The Recipient represents, warrants and covenants that it has, and
shall maintain, in writing, for the period during Which the Agreement is in effect:
(a) a code of conduct and ethical responsibilities for all persons at all levels
of the Recipient's organization;
(b) procedures to ensure the ongoing effective functioning of the Recipient;
(c) decision-making mechanisms;
(d) procedures to provide for the prudent and effective management of the
Funds;
(e) procedures to enable the successful completion of the Project;
(f) procedures to enable the timely identification of risks to the completion of
the Project and strategies to address the identified risks;
(g) procedures to enable the preparation and delivery of all Reports required
pursuant to Article 7; and
(h) procedures to deal with such other matters as the Recipient considers
necessary to ensure that the Recipient carries out its obligations under
the Agreement.
2.4 Supporting Documentation. Upon request, the Recipient shall provide the
Province with proof of the matters referred to in this Article 2.
ARTICLE2.1
MINIMUM ELIGIBILITY REQUIREMENTS
2.1.1 Minimum Eligibility Requirements. For greater certainty and without limiting
other requirements for certification under the Program, the Site must satisfy the
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minimum eligibility requirements set out in Schedule "F" in order to be considered for
Site Certification.
ARTICLE3
TERM OF THE AGREEMENT
3.1 Term. The term of the Agreement shall commence on the Effective Date and
shall expire on the Expiry Date unless terminated earlier pursuant to Article 12,
Article 13 or Article 14.
ARTICLE4
FUNDS AND CARRYING OUT THE PROJECT
4.1 Funds Provided. The Province shall:
(a) provide the Recipient up to the Maximum Funds for the purpose of
reimbursing the Recipient for Eligible Costs;
(b) provide the Funds to the Recipient on or before the sixtieth (60th) day
following the Certification Date; and
(c) deposit the Funds into an account designated by the Recipient provided
that the account:
(i) resides at a Canadian financial institution; and
(ii) is in the name of the Recipient.
4.2 Limitation on Payment of Funds. Despite section 4.1:
(a) the Province is not obligated to provide any Funds to the Recipient until
the Recipient provides the insurance certificate or other proof as provided
for in section 11.2;
(b) the Province is not obligated to, and will not, provide any Funds unless, in
the Province's sole opinion, the Site has satisfied the requirements for
certification under the Program, including, without limiting the generality of
the foregoing, that the Site satisfies the minimum eligibility requirements
set out in Schedule "P';
(c) The Province is not obligated to reimburse any Eligible Costs for which
supporting invoices have not been submitted to the Province within 30
days of the Certification Date; and
(d) if, pursuant to the provisions of the Financial Administration Act (Ontario),
the Province does not receive the necessary appropriation from the
Ontario Legislature for payment under the Agreement, the Province is not
obligated to make any such payment, and, as a consequence, the
Province may:
(i) reduce the amount of the Funds and, in consultation with the
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Recipient, change the Project; or
(ii) terminate the Agreement pursuant to section 13.1.
4.3 Use of Funds and Project. The Recipient shall:
(a) carry out the Project:
(i) in accordance with the terms and conditions of the Agreement;
and
(ii) in compliance with all federal and provincial laws and regulations,
all municipal by-laws, and any other orders, rules and by-laws
related to any aspect of the Project;
(b) use the Funds only for the purpose of paying for Eligible Costs; and
(c) spend the Funds only in accordance with the Budget.
4.4 No Changes. The Recipient shall not make any changes to the Project, the
Timelines and/or the Budget without the prior written consent of the Province.
4.5 Maximum Funds. The Recipient acknowledges that the Funds available to it
pursuant to the Agreement shall not exceed the Maximum Funds.
4.6 Rebates, Credits and Refunds. The Recipient acknowledges that the amount
of Funds available to it pursuant to the Agreement is based on the actual costs to
the Recipient, less any costs (including taxes) for which the Recipient has
received, will receive, or is eligible to receive, a rebate, credit or refund.
4. 7 Availability of Site for Sale/Lease. The Recipient agrees to keep the Site
available for sale or lease until the Expiry Date.
4.8 Intellectual Property. The Recipient agrees that all Province Intellectual
Property and every other right, title and interest in and to all concepts,
techniques, ideas, information and materials, however recorded, (including
images and data) provided by the Province to the Recipient shall remain the sole
property of Her Majesty the Queen in right of Ontario.
ARTICLE 5
ACQUISITION OF GOODS AND SERVICES, AND DISPOSAL OF ASSETS
5.1 Acquisition. Subject to section 31.1, if the Recipient acquires supplies,
equipment or services with the Funds, it shall do so through a process that
promotes the best value for money.
5.2 Disposal. The Recipient shall not, without the Province's prior written consent,
sell, lease or otherwise dispose of any asset purchased with the Funds or for
, which Funds were provided, the cost of which exceeded $15,000 at the time of
purchase.
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ARTICLE&
CONFLICT OF INTEREST
6.1 No Conflict of Interest. The Recipient shall carry out the Project and use the
Funds without an actual, potential or perceived conflict of interest.
6.2 Conflict of Interest Includes. For the purposes of this Article, a conflict of
interest includes any circumstances where:
(a) the Recipient; or
(b) any person who has the capacity to influence the Recipient's decisions,
has outside commitments, relationships or financial interests that could, or could
be seen to, interfere with the Recipient's objective, unbiased and impartial
judgment relating to the Project and the use of the Funds.
6.3 Disclosure to Province. The Recipient shall:
(a) disclose to the Province, without delay, any situation that a reasonable
person would interpret as either an actual, potential or perceived conflict of
interest; and
(b) comply with any terms and conditions that the Province may prescribe as a
result of the disclosure.
ARTICLE?
REPORTING, ACCOUNTING AND REVIEW
7.1 Preparation and Submission. The Recipient shall:
(a) submit to the Province at the address provided in section 1.7.1, all Reports
in accordance with the timelines and content requirements set out in
Schedule "B", or in a form as specified by the Province from time to time;
(b) submit to the Province at the address provided in section 17 .1, any other
reports as may be requested by the Province in accordance with the
timelines and content requirements specified by the Province;
(c) ensure that all Reports and other reports are completed to the satisfaction
of the Province;
(d) ensure that all Reports and other reports are signed on behalf of the
Recipient by an authorized signing officer;
(e) deliver to the Province, on or before the Application to Certify Deadline
Date, a fully completed Application to Certify, together with all documents
required under such application; and
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(f) promptly notify the Province in writing of any event or circumstance that
may adversely affect the Site's eligibility for Site Certification.
7.2 Record Maintenance. The Recipient shall keep and maintain:
(a) all financial records (including invoices) relating to the Funds or otherwise
to the Project in a manner consistent with generally accepted accounting
principles; and
(b) all non-financial documents and records relating to the Funds or
otherwise to the Project.
7.3 Inspection. The Province, its authorized representatives or an independent
auditor identified by the Province may, at its own expense, upon three Business
Days' Notice to the Recipient and during normal business hours, visit and inspect
the Site, and enter upon the Recipient's premises to review the progress of the
Project and the Recipient's expenditure of the Funds and, for these purposes, the
Province, its authorized representatives or an independent auditor identified by
the Province may, among other things:
(a) inspect and copy the records and documents referred to in section
7.2; and
(b) conduct an audit or investigation of the Recipient in respect of the
expenditure of the Funds and/or the Project.
7.4 Disclosure. To assist in respect of the rights set out in section 7.3, the Recipient
shall disclose any information requested by the Province, its authorized
representatives or an independent auditor identified by the Province, and shall do
so in a form requested by the Province, its authorized representatives or an
independent auditor identified by the Province, as the case may be.
7.5 No Control of Records. No provision of the Agreement shall be construed so
as to give the Province any control whatsoever over the Recipient's records.
7.6 Auditor General. For greater certainty, the Province's rights under this Article
are in addition to any rights provided to the Auditor General pursuant to section
9.2 of the Auditor General Act (Ontario).
7.7 Use of Site Information. The Recipient hereby authorizes and consents to the
Province using any information provided by the Recipient in connection with the
Program as the Province deems appropriate, including for purposes of promoting
the Site and/or the Program to potential purchasers as a part of international
marketing materials or on the Province's websites.
ARTICLES
CREDIT
8.1 Acknowledge Support. Unless otherwise directed by the Province, the
Recipient shall, in a form approved by the Province, acknowledge the support of
the Province in any publication of any kind, written or oral, relating to the Project.
Page 8 of 37
8.2 Publication. The Recipient shall indicate, in any of its publications, of any kind,
written or oral, relating to the Project, that the views expressed in the publication
are the views of the Recipient and do not necessarily reflect those of the
Province.
ARTICLE9
FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY
9.1 FIPPA. The Recipient acknowledges that the Province is bound by the Freedom
of Information and Protection of Privacy Act (Ontario) and that any information
provided to the Province in connection with the Project or otherwise in connection
with the Agreement may be subject to disclosure in accordance with that Act.
ARTICLE10
INDEMNITY AND RELEASE
10.1 Indemnification. The Recipient hereby agrees to indemnify and hold harmless
the Indemnified Parties from and against any and all liability, loss, costs,
damages and expenses (including legal, expert and consultant fees), causes of
action, actions, claims, demands, lawsuits or other proceedings, by whomever
made, sustained, incurred, brought or prosecuted, in any way arising out of or in
connection with (i) the Project, (ii) any sale, transfer, lease or other transaction
relating to the Site, or (iii) otherwise in connection with the Agreement, unless
solely caused by the negligence or wilful misconduct of the Province.
10.2 Release. The Recipient:
(a) on behalf of itself, its successors and assigns, releases and forever
discharges the Releasees from any and all actions, causes of action,
claims and demands for damages, indemnity, costs, interest and loss or
injury of every nature and kind howsoever arising which the Recipient
now has, may have had or may hereafter have arising from or in any way
related to (i) the Project, (ii) any sale, transfer, lease or other transaction
relating to the Site, (iii) the Program, or (iv) otherwise in connection with
the Agreement;
(b) agrees not to make any claim or take any proceeding in connection with
any of the claims released against any other person or corporation who
might claim contribution or indemnity fi'om the Releasees by virtue of the
claim or proceeding; and
(c) understands and agrees that any consideration paid by the Releasees in
connection with this release is deemed to be no admission whatever of
liability or responsibility on the part of the Releasees and that any such
liability or responsibility is denied.
ARTICLE 11
INSURANCE
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11.1 Recipient's Insurance. The Recipient represents and warrants that it has, and
shall maintain for the term of the Agreement, at its own cost and expense, with
insurers having a secure A.M. Best rating of B+ or greater, or the equivalent, all
the necessary and appropriate insurance that a prudent person carrying out a
project similar to the Project would maintain, including commercial general
liability insurance on an occurrence basis for third party bodily injury, personal
injury and property damage, to an inclusive limit of not less than two million
dollars ($2,000,000) per occurrence. The policy shall include the following:
(a) the Indemnified Parties as additional insureds with respect to liability
arising in the course of performance of the Recipient's obligations under,
or otherwise in connection with, the Agreement;
(b) . a cross-liability clause;
(c) contractual liability coverage; and
(d) a 30 day written notice of cancellation, termination or material change.
11.2 Proof of Insurance. The Recipient shall provide the Province with certificates of
insurance, or other proof as may be requested by the Province, that confirms the
insurance coverage as provided for in section 11.1. Upon the request of the
Province, the Recipient shall make available to the Province a copy of each
insurance policy.
ARTICLE 12
TERMINATION ON NOTICE
12.1 Termination on Notice. The Province may terminate the Agreement at any time
upon giving at least 30 days Notice to the Recipient.
12.2 Consequences of Termination on Notice by the Province. If the Province
terminates the Agreement pursuant to section 12.1, the Province may, at its sole
discretion:
(a) cancel all instalments of Funds; and/or
(b) demand the repayment of any Funds remaining in the possession or
under the control of the Recipient.
ARTICLE 13
TERMINATION WHERE NO APPROPRIATION
13.1 Termination Where No Appropriation. If, as provided for in section 4.2(c}, the
Province does not receive the necessary appropriation from the Ontario
Legislature for any payment the Province is to make pursuant to the Agreement,
the Province may terminate the Agreement immediately by giving Notice to the
Recipient.
Page 10 of37
13.2 Consequences of Termination Where No Appropriation. If the Province
terminates the Agreement pursuant to section 13.1, the Province may, at its sole
discretion:
(a) cancel all further instalments of Funds; and/or
(b) demand the repayment of any Funds remaining in the possession or
under the control of the Recipient.
ARTICLE 14
EVENT OF DEFAULT, CORRECTIVE ACTION AND TERMINATION FOR DEFAULT
14.1 Events of Default. Each of the following events shall constitute an Event of
Default:
(a) in. the opinion of the Province, the Recipient breaches any representation,
warranty, covenant or other material term of the Agreement, including
failing to do any of the following in accordance with the terms and
conditions of the Agreement:
(i) carry out the Project;
(ii) use or spend Funds; and/or
(iii) provide, in accordance with section 7.1, Reports or such other
reports as may have been requested pursuant to section 7.1(b);
(b) the Recipient's operations, property or its organizational structure,
changes such that it no longer meets one or more of the applicable
eligibility requirements of the Program under which the Province provides
the Funds;
(c) the Recipient makes an assignment, proposal, compromise, or
arrangement for the benefit of creditors, or is petitioned into bankruptcy,
or files for the appointment of a receiver;
(d) the Recipient ceases to operate;
(e) an event of Force Majeure that continues for a period of 60 days or more;
(f) if any representation, warranty or other information, including in any
application material, provided by the Recipient to Ontario in connection
with this Agreement and/or for purposes of obtaining a Site Certification
shall be or become materially untrue in any respect;
(g) the Recipient fails to deliver to the Province any Reports required under
this Agreement as outlined in Schedule "B";
(h) if the Recipient uses the Site Certification designation or seal for a
purpose other than as authorized by the Province under the applicable
guidelines, a copy of which will be provided; and
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(i) the Recipient applies for a re-zoning of the Site that would allow for non-
industrial uses, including but not limited to, residential, commercial,
institutional or recreational uses.
14.2 Consequences of Events of Default and Corrective Action. If an Event of
Default occurs, the Province may, at any time, take one or more ofthe following
actions:
(a) initiate any action the Province considers necessary in order to facilitate
the successful continuation or completion of the Project;
(b) provide the Recipient with an opportunity to remedy the Event of Default;
(c) suspend the payment of Funds for such period as the Province
determines appropriate;
(d) reduce the amount of the Funds;
(e) cancel all further installments of Funds;
(f) demand the repayment of any Funds remaining in the possession or
under the control of the Recipient;
(g) demand the repayment of an amount equal to any Funds the Recipient
used, but did not use in accordance with the Agreement;
(h) demand the repayment of an amount equal to any Funds the Province
provided to the Recipient;
(i) terminate the Agreement at any time, including immediately, upon giving
Notice to the Recipient; and/or
(j) cancel and revoke the Site Certification and the Recipient's right to use the
Program seal.
14.3 Opportunity to Remedy. If, in accordance with section 14.2(b), the Province
provides the Recipient with an opportunity to remedy the Event of Default, the
Province shall provide Notice to the Recipient of:
(a) the particulars of the Event of Default; and
(b) the Notice Period.
14.4 Recipient not Remedying. If the Province has provided the Recipient with an
opportunity to remedy the Event of Default pursuant to section 14.2(b), and:
(a) the Recipient does not remedy the Event of Default within the Notice
Period;
(b) it becomes apparent to the Province that the Recipient cannot completely
Page 12 of 37
remedy the Event of Default within the Notice Period; or
(c) the Recipient is not proceeding to remedy the Event of Default in a way
that is satisfactory to the Province,
the Province may extend the Notice Period, or initiate any one or more of the
actions provided for in sections 14.2(a), (c), (d), (e), (f), (g), (h), (i) and (j).
14.5 When Termination Effective. Termination under this Article shall take effect as
set out in the Notice ..
ARTICLE 15
FUNDS UPON EXPIRY
15.1 Funds Upon Expiry. The Recipient shall, upon expiry of the Agreement, return
to the Province any Funds remaining in its possession or under its control.
16.1 Debt Due. If:
ARTICLE 16
REPAYMENT
(a) the Province demands the payment of any Funds or any other money
from the Recipient; or
(b) the Recipient owes any Funds or any other money to the Province,
whether or not their return or repayment has been demanded by the
Province,
such Funds or other money shall be deemed to be a debt due and owing to the
Province by the Recipient, and the Recipient shall pay or return the amount to
the Province immediately, unless the Province directs otherwise.
16.2 Interest Rate. The Province may charge the Recipient interest on any money
owing by the Recipient at the then current interest rate charged by the Province
of Ontario on accounts receivable.
16.3 Payment of Money to Province. The Recipient shall pay any money owing to
the Province by cheque payable to the "Ontario Minister of Finance" and mailed
to the Province at the address provided in section 17 .1.
ARTICLE 17
NOTICE
17.1 Notice in Writing and Addressed. Notice shall be in writing and shall be
delivered by email, postage-prepaid mail, personal delivery or fax, and shall be
addressed to the Province and the Recipient respectively as set out below, or as
either Party later designates to the other by Notice:
To the Province: To the Recipient:
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Ministry of Economic Development,
Employment and Infrastructure
56 Wellesley St. W, 7-'" Floor
Toronto, ON M7A 2E7
The Corporation ofthe Town of
Tillson burg
200 Broadway Street, Unit 204
Tillsonburg, ON N4G 5A7
Attention: Investment Ready: Certified
Site Program, Advanced Manufacturing
Branch
Fax: 416-326-9654
Attention: Cephas Panschow
Fax: (519) 842-9431
Email:cpanschow@tillsonburg.ca
Email: investmentready@ontario.ca
17.2 Notice Given. Notice shall be deemed to have been received:
(a) in the case of postage-prepaid mail, seven days after a Party mails the
Notice; or
(c) in the case of email, personal delivery or fax, at the time the other Party
receives the Notice.
17.3 Postal Disruption. Despite section 17.2(a), in the event of a postal disruption:
(a) Notice by postage-prepaid mail shall not be deemed to be received; and
(b) the Party giving Notice shall provide Notice by email, personal delivery or
by fax.
ARTICLE18
CONSENT BY PROVINCE
18.1 Consent. The Province may impose any terms and/or conditions on any consent
the Province may grant pursuant to the Agreement.
ARTICLE 19
SEVERABILITY OF PROVISIONS
19.1 Invalidity or Unenforceability of Any Provision. The invalidity or
unenforceability of any provision of the Agreement shall not affect the validity or
enforceability of any other provision of the Agreement. Any invalid or
unenforceable provision shall be deemed to be severed.
ARTICLE20
WAIVER
20.1 Waivers in Writing. If a Party fails to comply with any term of the Agreement,
that Party may only rely on a waiver of the other Party if the other Party has
provided a written waiver in accordance with the Notice provisions in Article 17.
Any waiver must refer to a specific failure to comply and shall not have the effect
of waiving any subsequent failures to comply.
ARTICLE21
INDEPENDENT PARTIES
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21.1 Parties Independent. The Recipient acknowledges that it is not an agent, joint
venturer, partner or employee of the Province, and the Recipient shall not take
any actions that could establish or imply such a relationship.
ARTICLE22
ASSIGNMENT OF AGREEMENT OR FUNDS
22.1 No Assignment. The Recipient shall not assign any part of the Agreement or
the Funds without the prior written consent of the Province.
22.2 Agreement to Extend. All rights and obligations contained in the Agreement
shall extend to and be binding on the Parties' respective heirs, executors,
administrators, successors and permitted assigns.
ARTICLE23
GOVERNING LAW
23.1 Governing Law. The Agreement and the rights, obligations and relations of the
Parties shall be governed by and construed in accordance with the laws of the
Province of Ontario and the applicable federal laws of Canada. Any actions or
proceedings arising in connection with the Agreement shall be conducted in
Ontario.
ARTICLE24
FURTHER ASSURANCES
24.1 Agreement into Effect. The Recipient shall do or cause to be done all acts or
things necessary to implement and carry into effect the terms and conditions of
the Agreement to their full extent.
ARTICLE25
CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY
25.1 Force Majeure Means. Subject to section 25.3, Force Majeure means an event
that:
(a) is beyond the reasonable control of a Party; and
(b) makes a Party's performance of its obligations under the Agreement
impossible, or so impracticable as reasonably to be considered
impossible in the circumstances.
25.2 Force Majeure Includes. Force Majeure includes:
(a) infectious diseases, war, riots and civil disorder;
(b) storms, floods and earthquakes;
(c) lawful act by a public authority; and
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(d) strikes, lockouts and other labour actions,
if such events meet the test set out in section 25.1.
25.3 Force Majeure Shall Not Include. Force Majeure shall not include:
(a) any event that is caused by the negligence ilr intentional action of a Party
or such Pl!lrty's agents or employees; or
(b) any event that a diligent Party could reasonably have been expected to:
(i) take into account at the time of the execution of the Agreement;
and
(ii) avoid or overcome in the carrying out of its obligations under the
Agreement. ·
25.4 Failure to Fulfil Obligations. Subject to section 14.1 (e), the failure of either
Party to fulfil any of its obligations under the Agreement shall not be considered
to be a breach of, or Event of Default under, the Agreement to the extent that
such failure to fulfill the obligation arose from an event of Force Majeure, if the
Party affected by such an event has taken all reasonable precautions, due care
and reasonable alternative measures, all with the objective of carrying out the
terms and conditions of the Agreement.
ARTICLE26
SURVIVAL
26.1 Survival. The provisions in Article 1, any other applicable definitions, sections
4.7, 4.8, 5.2, 7.1 (to the extent that the Recipient has not provided the Reports or
other reports as may be requested by the Province to the satisfaction of the
Province), 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, Articles 8 and 10, sections12.2, 13.2, 14.1,
14.2(d), (e), (f), (g), (h) and (j), Articles 15, 16, 17, 19, 23, 26, 27, 29, 30 and 34,
and all applicable cross-referenced provisions and schedules shall continue in
full force and effect for a period of seven years from the date of expiry or
termination of the Agreement.
ARTICLE27
SCHEDULES
27.1 Schedules. The Agreement includes the following schedules:
(a) Schedule "A"-Project Description, Timelines and Budget;
(b) Schedule "B"-Reporting Requirements;
(c) Schedule "C"-Summary of Eligible Costs Table;
(d) Schedule "D"-10 Month Certification Process Update;
(e) Schedule "E"-Semi-Annual Status Update Template;
Page 16 of 37
(f) Schedule "F" -Certification Instructions and Requirements;
(g) Schedule "G" -Legal Description of Site.
ARTICLE28
COUNTERPARTS
28.1 Counterparts. The Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
ARTICLE29
JOINT AND SEVERAL LIABILITY
29.1 Joint and Several Liability. Where the Recipient is comprised of more than one
entity, all such entities shall be jointly and severally liable to the Province for the
fulfillment of the obligations of the Recipient under the Agreement.
ARTICLE 3D
RIGHTS AND REMEDIES CUMULATIVE
30.1 Rights and Remedies Cumulative. The rights and remedies of the Province
under the Agreement are cumulative and are in addition to, and not in
substitution for, any of its rights and remedies provided by law or in equity.
ARTICLE31
BPSAA
31.1 BPSAA. For the purposes of clarity, if the Recipient is subject to the BPSAA
and there is a conflict between any of the requirements of the Agreement and the
requirements of the BPSAA, the BPSAA shall prevail.
ARTICLE 32
FAILURE TO COMPLY WITH OTHER AGREEMENTS
32.1 Other Agreements. If the Recipient:
(a) has failed to comply (a "Failure") with any term, condition or obligation
under any other agreement with Her Majesty the Queen in right of Ontario
or a Crown agency;
(b) has been provided with notice of such Failure in accordance with the
requirements of such other agreement;
(c) has, if applicable, failed to rectify such Failure in accordance with the
requirements of such other agreement; and
(d) such Failure is continuing,
Page 17 of 37
the Province may suspend the payment of Funds for such period as the Province
determines appropriate.
ARTICLE33
INDEPENDENT LEGAL ADVICE
33.1 Independent legal advice. The Recipient acknowledges that the Province has
provided the Recipient with a reasonable opportunity to obtain independent legal
advice with respect to the Agreement, and that enher: (a) the Recipient has
obtained such independent legal advice prior to executing the Agreement, or; (b)
the Recipient has willingly chosen not to obtain such advice and to execute the
Agreement without having obtained such advice.
ARTICLE34
ENTIRE AGREEMENT
34.1 Entire Agreement. The Agreement constitutes the entire agreement between
the Parties with respect to the subject matter contained in the Agreement and
supersedes all prior oral or written representations and agreements.
34.2 Modification of Agreement. The Agreement may only be amended by a written
agreement duly executed by the Parties.
[Remainder of page intentionally left blank. Signature page follows.]
Page 18 of 37
The Parties have executed the Agreement on the dates set out below.
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the Minister of Economic Development,
Employment and Infrastructure
Name: Trevor Dauphinee Date
Title: Director,
Advanced Manufacturing Branch
ion of the Town of Tillsonburg
Name: Stephen Molnar
Title: Mayor
~·
Name: Donna Wilson
Title: Town Clerk
INVe have authority to bind the Recipient.
Page 19 of 37
SCHEDULE "A"
PROJECT DESCRIPTION AND TIMELINES
Background
The Province has implemented the "Investment Ready: Certified SHe Program" (the
"Program"), which is a discretionary, non-en!Hiement program with limited funding. The
purpose of the Program is to promote an inventory of sites that meet a set of minimum
requirements as outlined in the document titled "Investment Ready: Certified Site
Program-Certification Instructions and Requirements" ("Certification Instructions and
Requirements"), a copy of which is attached in Schedule "F".
A Site Certification indicates that a landowner/applicant has provided the Province with
the site related information described in Schedule "F" and has otherwise satisfied the
requirements of the Program. The Province will collect such site related information
from landowners/applicants and assemble it into a consistent and easy to use format.
While the Province will make such site related information available to prospective
purchasers, lessors and others for information purposes, the Province will not be
guaranteeing the quality, accuracy, completeness or timeliness of any such information
nor providing any representations or warranties regarding such. information or a given
site. Prospective purchasers and lessors will need to conduct their own usual due
diligence and make such enquiries as they deem necessary before purchasing or
leasing a given site.
Eligible applicants under the Program will self-select sites to be brought forward to the
Province for certification under the Program and submit a pre-screening application
("Pre-screening Application"). Once the Pre-screening Application is reviewed and a site
is accepted into the Program, applicants will be required to successfully complete all
Program requirements including all due diligence assessments.
Once a site has completed the certification process, supporting documentation for
certification costs would be submitted for the Province's review. Applicants whose site is
certified under the Program could be entitled to receive reimbursements of up to 50% of
the eligible costs, with such reimbursements being capped at $25,000 per site.
Project Description
The project (the "Project") consists of the process and activities undertaken by the
Recipient to complete and deliver all Program requirements to obtain a Site Certification.
The Project includes activities that confirm the availability and suitability of the Site for
economic development purposes and all related due diligence.
Timelines
The section references below correspond to the sections listed in the Certification
Instructions and Requirements under the heading "Certification Requirements".
Page 20 of37
Fees (if
Note: The following costs are ineligible: (i) costs incurred prior to the Effect:ive
Date; and, (ii) costs for which no supporting invoice has been submitted within
thirty calendar days of the Certification Date. See Schedule "F" for more details.
Page 21 of 37
SCHEDULE "B"
REPORTING REQUIREMENTS
The following table outlines the Reporting Requirements associated with the Project.
Application to
Semi-Annual
for the period commencing on
the Certification Date and
ending on the earlier of: (a) the
180,. day following the
Certification Date; or, (b) the
Semi-Annual Status ul'''"''~
for the period commencing on
the 1 81" day following the
Certification Date and ending
on the earlier of: (a) the first
anniversary of the Certification
Semi-Annual Status upc,.,,.,
for the period commencing on
the first anniversary of the
Certification Date and endin~
on the earlier of: (a) the 180
day following the first
::lnlniv •• r ... Rru ofthe Certification
for the period commencing on
the 1 81" day following the first
anniversary of the Certification
Date to the
day following the
Certification Date; or,
(b) the Expiry Date.
first anniversary date
of the Certification
Date; or, (b) the
Expiry Date.
day following the
first anniversary of the
Certification Date; or,
(b) the Expiry Date:
All hard copy materials should be submitted to:
Investment Ready: Certified Site Program
Advanced Manufacturing Branch
the Application to and all
Certification Requirements. 1 electronic
(email) copy of the Application to Certify
form.
1 copy of Schedule E
Ministry of Economic Development, Employment and Infrastructure
7,. Floor, 56 Wellesley St. W.
Toronto, ON M7A 2E7
All electronic materials should be submitted to investmentready@ontario.ca.
Page 22 of37
SCHEDULE "C"
SUMMARY OF ELIGIBLE COSTS TABLE
I, •. [name and title] of the Recipient, on behalf of the Recipient, do hereby certify that
the following costs are eligible costs according to Schedule "F".
Manager
are
Date; and, (ii) costs for which no supporting invoice has been submitted within
thirty calendar days of the Certification Date. See Schedule "F" for more details.
*Up to a maximum "Total Amount" of $5000.
IN WITNESS WHEREOF the undersigned has hereunto signed these presents this •
day of •. 201•.
Per: c/s
[insert name and title of officer of Recipient]
Page23 of37
SCHEDULE "D"
TEN MONTH CERTIFICATION PROCESS UPDATE
DATE:
TO: Ministry of Economic Development, Employment and Infrastructure
Investment Ready: Certified Site Program
J'h Floor, 56 Wellesley St. W.
Toronto, ON M7A 2E7
Attention:
RE: Agreement between Her Majesty the Queen in Right of Ontario as
represented by the Ministry of Economic Development, Employment and
Infrastructure (the "Province") and • (the "Recipienf') dated • (the "Agreement")
Using the below table, for each criteria, please indicate whether all necessary
assessments and supporting documentation have been completed, are in process or
have not yet been initiated. For those criteria categories that have not been completed,
provide details about the process, expected timelines or concerns with meeting
deadlines. The section references below correspond to the sections listed in the
Certification Instructions and Requirements under the heading "Certification
Requirements".
Characteristics and
A.10.
Archaeological
and Culture
Heritage
Page 24 of37
A.13.
Environmental
Assessment
A.14.
Documentation
Review
I, •. [name and title] of the Recipient, on behalf of the Recipient, do hereby certify as
follows:
1. the Recipient has satisfied all of the milestones and deliverables that are required
to be met to date under the Agreement and is otherwise in compliance with all of
the terms and conditions of the Agreement;
2. there have been no changes to date that would cause any of the information
provided in the Pre-screening Application to be materially untrue or inaccurate
and which would adversely affect the Recipient's ability to obtain a Site
Certification for the Site; and
3. there have been no changes to the condition of the Site that would make it
ineligible for the Program or a Site Certification.
IN WITNESS WHEREOF the undersigned has hereunto signed these presents this •
day of •. 201•.
Per: cis
[insert name and title of officer of Recipient]
Page25 of37
DATE:
SCHEDULE "E"
SEMI-ANNUAL STATUS UPDATE TEMPLATE
TO: Ministry of Economic Development, Employment and Infrastructure
Investment Ready: Certified Site Program
7'i' Floor, 56 Wellesley St. W.
Toronto, ON M7A 2E7
Attention:
RE: Agreement between Her Majesty the Queen in Right of Ontario as
represented by the Ministry of Economic Development, Employment
and Infrastructure (the "Province") and • (the "Recipienf') dated •
(the "Agreement")
Except as otherwise defined herein, all capitalized terms shall have the meanings given
to them in the Agreement.
I, •. [name and title] of the Recipient, on behalf of the Recipient, do hereby certify as
follows:
1. No event or circumstance has occurred that may adversely affect the Site's
eligibility for Site Certification.
2. The information provided in the Application to Certify and in the documents
submitted in connection with such application continues to be true and accurate
as at the date hereof.
3. The Site continues to satisfy the minimum eligibility requirements and certification
requirements contained in Schedule "F".
4. The Site has not been sold, leased or otherwise transferred and remains
available for sale or lease in accordance with section 4. 7 to the Agreement.
5. On and as of the date hereof, no Event of Default, whether or not Ontario has
been given notice thereof, has occurred and is continuing.
6. I have reviewed the activities of the Recipient with a view of determining whether
the Recipient has observed each of the covenants and conditions in the
Agreement up to the date of this semi-annual update. I confirm that to the best of
my knowledge and belief the Recipient has observed each of the covenants and
conditions. [Note: include up to end of Term.]
7. For the Period dated • [certification date or date of last semi-annual status
update] to • [today's date] there have been:
• [number of] site visits by potential investors or site selectors on the site;
• [number of] enquires made about the prospective purchase of the site.
Page 26 of37
8. For the Period dated • [certification date or date of last semi-annual status
update] to • [today's date], the following marketing or promotional materials have
been developed (Please list all):
a. •
b. •
These marketing or promotional materials follow the terms and conditions
contained in the Guidelines for the Appropriate Use for the Program's Official
Seal, and copies of such material have been enclosed.
IN WITNESS WHEREOF the undersigned has hereunto signed these presents this •
day of •. 201•.
Per: c/s
[insert name and title of officer of Recipient]
Page 27 of 37
SCHEDULE "F"
CERTIFICATION INSTRUCTIONS AND REQUIREMENTS
Program Objective
The Ontario Certified Site Program is a province-wide investment attraction
program, the purpose of which is to promote an inventory of sites that meet a set of
minimum requirements as outlined below. The program was designed by Deloitte
Consulting, an internationally recognized leader in site selection. Information provided
under the program is intended to include items most commonly required by those
making site selection decisions for foreign direct investment and expansion
projects.
A site with an Investment Ready: Certified Site designation is intended to be
attractive to potential investors and purchasers because it reduces some of the
unknowns associated with development by providing detailed information about
the availability, utilities servicing, access and environmental concerns. Providing
this information can lead to faster site selection decisions and investment
transactions.
The benefits of this designation include the development of specialized marketing
materials that are promoted to the site selection community, as well as a profile on the
property on www.lnvestlnOntario.com and at key global investment attraction trade
shows.
Through this program, the Province of Ontario collects site related information
from the land owner/applicant and assembles it into a consistent and easy to use
format. Please note that the Province of Ontario will not represent or warrant the
accuracy or completeness of the Application to Certify and any other information
submitted by the applicant, owner or by third parties which may be made
available to any agents, prospective purchasers or other parties.
Purpose of Pre-screening
The Pre-Screening application is the first step in the site certification process. Pre-
screening Applications are used to determine eligibility for entry to the program. The
purpose of the Pre-screening Application is to obtain general information about the site
and determine whether mandatory eligibility and site requirements are met. Sites that
meet the mandatory requirements identified in the pre-screening process will be eligible
for acceptance into the certification program.
Pre-screening will occur through a series of rounds with specific application
deadlines. The number of eligible sites accepted into the program will depend on
the number of applications received and availability of funding for eligible
reimbursements.
The fulfillment of minimum requirements does not guarantee acceptance into the
program. Other information included in this application (e.g. site size, level of completed
utilities servicing, proximity to transportation network, regional distribution, etc.) will be
used to identify those sites that will be accepted into the program.
Page28 of37
Eligible applicants will be required to enter into a funding agreement with the
Province of Ontario to .be eligible for reimbursement of certain expenses (to a
maximum of $25,000). Grant funding for reimbursements is through a discretionary
fund and is subject to availability. An applicant will not be entitled to any grant
funds if the site does not meet the requirements to achieve certification.
In a case where a site is accepted through the application process, but funding is
not available or the applicant/landowner is unable to enter into a funding
agreement, the applicant/owner will be given the option to either proceed wiih the
certification process without receiving reimbursement or to reapply in a subsequent
Pre-screening Application round.
The Province of Ontario will endeavour to notify applicants of acceptance into the
certification program within 45 days of the Pre-screening Application deadline.
Minimum Eligibility Requirements
The mandatory requirements that must be met for a site to be eligible for the certification
program are identified below:
Site Ownership
Applicant Eligibility
Commitment to Make the Property
Available for Sale/Lease
Minimum Property Size
Existing Public Road Access
Official Plan and Zoning
Servicing and Utilities
Major Development Constraints
The program is open to public and privately owned land. Property owner(s)
must be willing to enter into a funding agreement with the Province to receive
reimbursement through the grant program.
Applications must be submitted jointly by either municipalities or Economic
Development Organizations (EDOs) and the owner(s) of the site. Applicants
are limited to submitting two (2) sites for certification reimbursement per year.
The property owner(s) must agree to make the property available for sale or
lease for a period of two (2) years following the date of certification.
The site must consist of at least four (4) hectares (ten (10) acres) of contiguous
developable area. If the site is an assemblage of multiple properties, the
properties must be contiguous and have the same registered owner on title.
The property must have existing road access from a public right-of-way or
have plans to be able to extend road access within six (6) months of becoming
certified.
The property must be located within an urban or rural area designated for
employment uses or industrial development in an in-<lffect municipal Official
Plan and zoned to permit a range of industrial uses.
The property must either be serviced by existing water and wastewater
systems, natural gas (for sites in municipalities with existing natural gas
service), utilities and telecommunications or, alternatively, will be serviced
within six (6) months of becoming certified.
The property must be free of development constraints that could reasonably
impact the developable area or range of industrial or other employment uses
on the property. Potential constraints include restrictions on title, identified
flood zones and the presence of significant natural environmental features or
easements and existing Rights-of-Way.
Page29of37
Certification Process
The certification process is summarized in the following diagram:
Pre-screen1ng
Appl1cat1on
--T---0
----
Letter conf1rm1ng
Cert1ficat1on ------~~
No
-"--~-~-''---
Letter 111d1cat111g not .
accepted ;
' --~~-·=~ ~ -=-~-'
The Ministry will
endeavor to confirm site
eligibility within forty-five
(45) days following the
closing of Pre-screening
round.
The Application to Certify
and supporting
documentation must be
submitted within one (1)
year.
Reimbursement is contingent
on achieving Certification. If a
site is not successfully
certified, the Ministry may grant
an extension to the applicant(s)
for the completion of additional
due diligence/site remediation.
Page 30 of37
Certification Requirements
The information below identifies and provides a brief description of information required
to receive a Certified Site designation
Certain studies identified in the requirements may be accepted if they were already
completed prior to the certification process provided that they were undertaken within a
reasonable timeframe, the subject or study area of the report encompasses the property
in its entirety and there have been no significant changes to the property since the time
ofthe report.
The following studies, if already completed, may be accepted: Environmental Site
Assessments, Archaeological Assessments, Species at Risk Assessments, Technical
Heritage Reports and Environmental Assessments. Studies should be submitted with the
Pre-screening Application form and applicants will be notified if they satisfy the
necessary requirements. Note that Environmental Site Assessments should be no older
than 6-9 months.
I Cntena I Descnptron of ReqUirements I Documentatron Requned
A.1 Truthful • Signed letter from the applicant/property • Signed fonn letter from
Representation owner confinning that all matertals are applicant and owner (W
understood to be truthful and that there are different from applicant).
no other known encumbrances affecting
the property beyond those identified in the
certification matertals.
A.2 Property Identification • Maps providing clear identification of • Digital context map
property features, boundary and illustrating site location relative
surrounding uses. to regional transportation
• Context map illustrating location relative to network.
regional transportation network, including • Digital topographic map with
rail, airports and ports. environmental features for site
• Identification of closest sensitive land uses and vicinity.
(residential or institutional) to the site as • Digital orthophotography
defined in Guideline D-6 Compatibility (20cm, orthorectitied
Between lndustrtal Facilities and Sensitive photography) for site and
Land Uses (Ontarto Ministry of the vicinity.
Environment, 1995).
A.3 Title • Provide results of a title search showing a • Title Search Opinion
clear title of the property. prepared by a solicitor and/or
TiUe Insurance.
A.4 Property • Provide Plan of Survey and accompanying • Surveyor's Real Property
Charactertstics and report (if applicable) outlining: legal Report prepared by a licenced
Surrounding Uses description, address and property Ontarto Land Surveyor.
dimensions; location of all existing
improvements; type and location of land
related encumbrances or interests on
property tnle; and surrounding uses.
Page 31 of37
I C11tena I Desc11ptron of Requrrements I Documentatron Requrred
A.5 Developable Area • Estimate of the developable area of the • Topographic map showing
site, including supporting base map environmental features and
illustrating the parcel boundaries and identifying the developable
developable area of the property after portion of the property.
deductions including any setback/buffer
requirements, including: floodplains,
watercourses, woodlots and environmental
features, easements, rights-of-way, or
other encumbrances.
A.6 Planning • Provide details regarding the Official Plan • Official Plan and Zoning By-
designation/policies and zoning provisions, law Excerpts, including
including range of penmitted uses and relevant Official Plan
setback requirements. schedules and zoning maps
• Identify zoning for adjacent properties . illustrating zoning for the
subject property and adjacent
properties.
A.7 Transportation • Confinm existing access or plans to extend • Road classification or street
existing roads to access the site. maps illustrating existing
• Confinm proximity to a major highway transportation network, and W
interchange. applicable, right-of-way widths
• Identification of property relative to rail and nature/timing of any
lines, airport and port facilities. proposed transportation
improvements.
• Regional map identifying
closest rail, intenmodal
facilities, port and/or airports
(where applicable).
A.B Servicing • Confinmation from the municipality and • Infrastructure/utilities
utilities providers regarding the presence of map{s) showing existing
existing services or, where the site is not infrastructure for utilities and
serviced, the timing, funding any proposed extensions
responsibilities and cost of extending • Letters from Service
services to the site. Services include the Providers.
following infrastructure and utilities:
0 Water
0 Wastewater/sewer
0 Electricity
0 Natural gas
0 Telecommunications
• Letters from the municipality and utilities
providers that confinm the following:
0 Presence of existing services;
0 Excess capacity of existing services;
o The timing and impact of any planned
upgrades; and,
o Where the extension of services is
required to service the site, written
confirmation that the site can be
serviced within 6 months ofthe date of
certification, that the timing is known or
under control of the applicant or land
owner, as well as an estimate of any
cost to the landowner.
Page 32 of37
I Cntena I Descnptron of Requirements I Documentatron Requrred
A.9 Environmental Site • Qualified person must make • Recently completed or
Assessments statements and provide certifications updated Phase 1
about the environmental condHion .of Environmental SHe
the property, including verifying that Assessment and, if
the soil, ground water and sediment necessary, a Phase 2
as required Environmental Site
Assessment conducted by a
Qualified Person as defined in
Part II of Ontario Regulation
153/04.
• Verification that the Record
of SHe CondHion has been
filed to the Environmental Site
Registry by the Ministry of the
Environment, ~applicable.
A.10 Archaeological • Completion of all necessary stages • Stage 1·4 Archaeological
Assessment of archaeological assessment ( 1-4). Assessment reports (as
Only where sHes are recommended necessary). Assessments
for further assessment will Stage 3 must be conducted by an
and possibly Stage 4 be required. archaeologist licensed in
accordance wHh Part VI of
the Ontario Heritage Act.
• A copy of the letter(s) from
the Ministry of Tourism,
Culture and Sport to the
. licensed archaeologist
confirming that all necessary
archaeological assessment
reports have been entered into
the Register.
A.11 Species at Risk • If a federally or provincially protected • Species at Risk Assessment
species or habitat is suspected to be prepared by a qualified
associated wilh a site, then the appropriate environmental professional
assessments (with consideration given to indicating if and which species
timing/seasonaiHy) should be undertaken. at risk are present.
• If it is determined that a Species at Risk • Letter from the Ministry of
Assessment is not necessary, a written Natural Resources confirming
confirmation letter from a qualified that the assessment has been
environmental professional shall be reviewed.
required.
Page 33 of37
I Ctrtena I Descnptron of Requrrements I Documentatron Requrred
A.12 Built Heritage and • If the property is designated under the • Technical heritage reports (if
Cu~ural Heritage Ontario Heritage Act or listed on a requested by the
Landscapes municipal heritage register, completion of municipality).
any required technical heritage studies as • Copy of any heritage pennits
part of planning approvals. or documents from Council
• If the property is owned or controlled by providing consent for
the Provincial government, assurance that alterations.
the applicable provisions ofthe Standards • Cultural Heritage Evaluation
and Guidelines for Conservation of Report (CHER), or other
Provincial Heritage Properties (2010) have technical heritage report, if
been met. one was completed as part of
• If the property contains a fanner federal the EA process or a planning
heritage building, a best effort process authorized by
demonstration to preserved the heritage legislation.
character should have been made. • Strategic Conservation Plan,
• If it is detennined that a Built Heritage if the CHER identifies the
and/or Cultural Heritage Landscape report property as a provincial
is not necessary, a written confinnation heritage property legislation.
letter from a municipal employee shall be • Copy of the Letter from the
required. Minister Tourism Culture
and Sport granting consent for
disposition (transfer out of
provincial control).
• Written confinnation from
the Federal Heritage Review
Office that the requirements
for disposal have been met.
A.13 Environmental • Confirmation of approvals under • Statement of Completion,
Assessment, if applicable environmental assessment Ministry of Environment
applicable processes required to facilitate the Ministe~s or Directo~s
proposed undertaking, including sale/ Decision Letter or a Notice of
lease of the property. Approval.
A.14 Documentation • Confinnation that: • Letter from licenced Engineer,
Review 0 All infonnation and documentation Surveyor or Registered
required as part of this program are Professional Planner and/or
submitted; and • Letter from a Real Estate
0 Studies and documentation meet the Lawyer.
requirements of the certification
process and demonstrate they were
prepared by the required
professionals and their findings
support the certification of the site
based on the criteria outlined and the
purpose and stated objective of the
Investment Ready Certified Site
Program.
Page34 of37
Purpose of the Application to Certify
The information collected in the application is a requirement for certification designation
and will be used in developing marketing materials that will be distributed to site
selection firms and/or investors seeking location opportunities in Ontario. It is desirable
that applicants provide clear and detailed information, as this document may be sent in
response to investment enquires.
Application Submission
Submit one (1) hard copy and (1) electronic copy (USB or CD) of the application and
supporting documents to: ·
Ministry of Economic Development, Employment and Infrastructure
Advanced Manufacturing Branch
Investment Ready: Certified Site Program
56 Wellesley St. W., 7"' Floor
Toronto ON M7A 2E7
In addition, email one (1) copy of the application form to investmentready@ontario.ca.
Upon review of the application and certification documentation, applicants will be notified
of certification. A site will remain certified for two (2) years, provided the condition of the
site does not change.
Eligible Costs and Reimbursement
A maximum grant of 50% of eligible costs, up to $25,000 per application, will be paid as
a reimbursement of eligible costs provided the following cond.itions have been met:
• Applications have been accepted into the program through the Pre-screening
Application process;
• Sites have met all ce!1ification requirements and have been successfully certified;
and
• The Property Owner has entered into and agreed to the terms of a funding
agreement with the Province of Ontario.
To receive reimbursement, invoices for each eligible cost are required and must be
submitted within thirty calendar days of the Certification Date. The invoices must be
accompanied by a Summary of Eligible Costs Table (provided in the funding
agreement). The grant will be paid in accordance with the terms and conditions of a
funding agreement satisfactory to the Province of Ontario.
Eligible expenditures must be directly related to the project and be actual cash outlays to
third parties that are documented through paid invoices and proofs of payment. Eligible
costs include assessments and documentation prepared by qualified professionals for
the following services:
• Title opinion.
• Surveyor's Real Property Report.
• Environmental Site Assessments.
• Environmental Assessments.
Page 35 of37
• Archaeological Assessments.
• Species at Risk Assessment.
• Technical Heritage Reports.
• Documentation Review.
• Production of digital mapping and municipal documents (Official Plans, Zoning By-
laws, etc.).
• Management of the application process by a third party project manager (a maximum
of 10% of eligible costs up to $5,000).
Ineligible costs include:
• Infrastructure or capital costs related to bringing the site up to eligibility.
• Costs incurred prior to the Effective Date as outlined in the funding agreement
with the Province of Ontario.
• Costs incurred by an Ontario Ministry, Agency or Crown Corporation.
• Travel costs incurred by the applicants\property owner as a result of the preparation
ofthe application.
• Ongoing operational expenses including labour costs, eg. salaries, wages, including
those of staff working on the certification application.
• Costs not incurred in Ontario, except when the only supplier(s) of services are
outside of Ontario.
• Entertainment expenses, meals or alcoholic beverages.
• In kind contributions.
• Costs, including taxes, for which the applicant(s) has received, will receive or is
eligible to receive a rebate, credit or refund.
Contact Us
Program staff and OPS regional economic development staff are
available to answer your questions. Contact the Investment Ready:
Certified Site Program office at 1-855-585-0475 or at
investmentready@ontario.ca.
Visit our website at www.ontario.ca/certifiedsite for more information.
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SCHEDULE"G"
LEGAL DESCRIPTION OF SITE
PIN NO. 00035-0343 ILD
PT L T 2-3 CON 5 NTR MIDDLETON, PT 1 PLAN 41 RB497; TOWN
OF TILLSONBURG
PIN NO. 00035-0344 IL Tl
PT LT 2-3 CON 5 NTR MIDDLETON PT 1 & 2, 41 R3421 & PT 5 & 6,
41R3691 EXCEPT PT 2, 41R5307, EXCEPT PT 1, 41R5366,
EXCEPT PT 1 & 2, 41R5504 & EXCEPT PT 1, 41R8497;
DESCRIPTION MAY NOT BE ACCEPTABLE IN FUTURE; TOWN OF
TILLSONBURG
Page 37 of37