2020-062 Schedule A
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CONDITIONAL GRANT AGREEMENT
THIS AGREEMENT is effective June 18, 2020 (the “Effective Date”).
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented
by the Minister of Economic Development, Job Creation and Trade
(hereinafter referred to as “Ontario”)
-AND-
THE CORPORATION OF THE TOWN OF TILLSONBURG
(hereinafter referred to as the “Recipient”)
RECITALS:
1. The Recipient intends to implement the Project, as defined below. The Project will lead to
long term economic benefits to the Province of Ontario through investment, job creation and/or
job retention related to the Project.
2. Pursuant to the Attracting Investment and Creating Jobs Act, 2012 (Ontario), Ontario is
continuing the Southwestern Ontario Development Fund program (“SWODF”) to assist re-
gional/municipal/sectoral organizations in Ontario to support business investment and economic
development in key sectors in Ontario.
3. Ontario has agreed to provide a Grant to the Recipient on the terms more particularly
described in this Agreement in order to assist the Recipient with the financing of the Project and
the delivery of economic benefits to the community.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual prom-
ises and covenants contained in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which is expressly acknowledged by the parties, Ontario and the Recip-
ient agree as follows:
ARTICLE 1 - INTERPRETATION
1.1 Definitions. The following terms shall have the meanings ascribed to them below unless
there is something in the context inconsistent therewith:
“Actual Investment” means the dollar amount of the actual and verifiable expenditures
made by the Recipient on account of the Project Investment Commitment as at the date
such calculation is to be made.
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“Agreement” means this agreement, including all of the Schedules hereto, and all
amendments made hereto in accordance with the provisions hereof.
“Amount Incurred” has the meaning set out in section 5.2(a)(i).
“Annual Cap” means the maximum financial obligation payable by Ontario in each Fiscal
Year set out in section 5.1.
“Applicable Laws” means any law, statute, by-law, ordinance, decree, requirement, di-
rective, order, judgment, license, permit, code or regulation having the force of law, and
any applicable determination, interpretation, ruling, order or decree, of any governmental
authority or arbitrator, which is legally binding at such time.
“Arm’s Length” has the meaning attributed thereto for the purposes of the Income Tax
Act (Canada) and “Non-Arm’s Length” shall have the opposite meaning.
“Business Plan” means the business plan prepared by the Recipient and approved by
Ontario on January 21, 2020 and supporting material submitted to Ontario in support of a
request for the Grant.
“Carry Forward Amount” has the meaning set out in section 5.2(c).
“CPA Canada” means the Chartered Professional Accountants of Canada and any suc-
cessor institute.
“Deemed Abandonment” means the failure to complete the Project on or before the
Project Completion Date in the opinion of Ontario, acting reasonably.
“Disbursement” means any payment of funds by Ontario to the Recipient on account of
the Grant and includes the Performance Payment.
“Effective Date” means the date first set out herein.
“Eligible Project Expenditures” means the dollar amount of the actual and verifiable
expenditures made by the Recipient on account of the Eligible Project Expenditures Cat-
egories incurred and paid from the Project Start Date up to and including the Project
Completion Date, or such other date as required under the Agreement.
“Eligible Project Expenditures Categories” means the categories of eligible expendi-
tures related to the Project set out in Schedule “B”.
“Eligible Project Expenditures Table” means the Eligible Project Expenditures table
substantially in the form contained in Schedule “C”.
“Event of Default” means the occurrence of any one or more of the events listed in sec-
tion 10.1.
“Final Certificate and Report” means a final certificate substantially in the form of
Schedule “F”, including all required attachments.
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“Financial Statements” means the annual financial statements consisting of a statement
of income, balance sheet, and statement of cash flow for a Fiscal Year, together with the
notes thereto, all prepared in accordance with GAAP.
“Fiscal Year” means any of Fiscal Year 1, Fiscal Year 2 or Fiscal Year 3 (and “Fiscal
Years” means more than one of them), where:
“Fiscal Year 1” means the period from the Project Start Date to and including De-
cember 31, 2020;
“Fiscal Year 2” means the period from January 1, 2021 to and including December
31, 2021; and
“Fiscal Year 3” means the period from January 1, 2022 to and including December
31, 2022.
“Force Majeure” has the meaning set out in section 11.13.
“GAAP” means Canadian generally accepted accounting principles as adopted by CPA
Canada applicable as at the date on which such calculation is made or required to be
made in accordance with generally accepted accounting principles and includes Interna-
tional Financial Reporting Standards to the extent the same is adopted by CPA Canada
and is in effect on the relevant date.
“Government Assistance” has the meaning set out in section 2.4(a).
“Grant” means a conditional grant in the total amount of up to $1,205,000, as such
amount may be reduced in accordance with section 5.2.
“Hazardous Substance” means any pollutant, contaminant or substance that when re-
leased to the natural environment is likely to cause, at some immediate or future time,
material harm or degradation to the natural environment or a material risk to human health
and without restricting the generality of the foregoing, Hazardous Substance includes any
pollutant, contaminant, waste, hazardous waste or dangerous good as defined by Appli-
cable Laws for the protection of the natural environment or human health.
“HST” means tax imposed under Part IX of the Excise Tax Act (Canada) and any similar
value-added or multi-staged tax imposed by any jurisdiction.
“Indemnified Parties” means Her Majesty the Queen in right of Ontario, Her Ministers,
agents, appointees and employees.
“Independent Auditor’s Report” means the independent auditor’s report substantially in
the form of Schedule “F-1”.
“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 by legislation, by common law or at
equity.
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‘‘Investment Target Clawback” has the meaning set out in section 4.1.
“IP Rights” has the meaning set out in section 7.1(o)(i).
“Material Adverse Effect” means a material adverse effect on the business, assets, op-
erations or financial condition of the Recipient.
“Ontario Support” means the actual amount of monies advanced by Ontario to the Re-
cipient on account of the Grant.
“Performance Payment” means the final Disbursement, if any, calculated in accordance
with section 5.3.
“Person” includes an individual, partnership, whether general, limited or undeclared, cor-
poration, limited liability company, unlimited liability company, joint stock company, trust,
unincorporated association, joint venture, governmental authority or other entity of what-
ever nature.
“Post-Project Fiscal Year” means any of Post-Project Fiscal Year 4, Post-Project Fiscal
Year 5, or Post-Project Fiscal Year 6, where:
“Post-Project Fiscal Year 4” means the period from January 1, 2023 to and includ-
ing December 31, 2023;
“Post-Project Fiscal Year 5” means the period from January 1, 2024 to and includ-
ing December 31, 2024; and
“Post-Project Fiscal Year 6” means the period from January 1, 2025 to and includ-
ing December 31, 2025.
“Project” has the meaning set out in summary in Schedule “A” and in greater detail in
Schedule “A-1”.
“Project Completion Date” means December 31, 2022.
“Project Financing” means the financing for the Project as more particularly set out in
Schedule “A-1”.
“Project Investment Commitment” means the minimum expenditures of $2,410,000 on
account of Eligible Project Expenditures.
“Project Investment Commitment Budget” means the Project investment commitment
budget set out in Schedule “B-1”.
“Project Start Date” means April 16, 2020.
“Project Status Report” means the report substantially in the form of Schedule “C”.
“Project Site” means the project site located at 3001 Highway 3, Tillsonburg, ON N4G
5A7 and legally described as Part of Lots 1 and 2, Concession 5 North of Talbot Road,
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Geographic Township of Middleton, Town of Tillsonburg, County of Oxford, and more par-
ticularly described as Parts 1, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13, Plan 41R-8326 and Parcel
Identification Numbers 000380020, 000380157, 000380023, 000380024, 000380022.
“Provincial Stacking Exceptions” has the meaning set out in section 2.4(a).
“Related Parties” includes any member, director, officer or employee of the Recipient or
any individual related by blood, adoption or marriage to any such person or any other
Person not dealing at Arm’s Length with any such person.
“Request for Disbursement” means the senior officer’s certificate substantially in the
form of Schedule “E”.
“Term” means the term of the Agreement which shall commence on the Effective Date
and shall expire on July 31, 2023, unless terminated earlier in accordance with the provi-
sions of the Agreement.
1.2 Currency. Any reference to currency is to Canadian currency and any amount advanced,
paid or calculated is to be advanced, paid or calculated in Canadian currency.
1.3 Auditors. Other than audits conducted under section 6.8, all references to auditors in the
Agreement are to independent third party external licensed public accountants.
1.4 Conflict. In the event of a conflict between any provision in the Schedules to the Agree-
ment and the body of the Agreement, the provisions of the body of the Agreement shall
prevail.
1.5 Schedules. All references to Schedules refer to Schedules of the Agreement which are
part of and form an integral part of the Agreement. The schedules of the Agreement are:
Schedule “A” Table of Summary Project Information
Schedule “A-1” Project Description, Milestones, Deliverables, Timelines and Pro-
ject Related Definitions
Schedule “B” Eligible Project Expenditures Categories
Schedule “B-1” Project Investment Commitment Budget
Schedule “C” Project Status Report
Schedule “D” Annual Certificate
Schedule “E” Request for Disbursement
Schedule “F” Final Certificate and Report
Schedule “F-1” Independent Auditor’s Report
Schedule “G” Post-Project Annual Report
1.6 Reference to Statute or Regulation. Any reference to a statute is to such statute and to
the regulations made pursuant to such statute as such statute and regulations may at any
time be amended or modified and in effect and to any statute or regulations that may be
passed that have the effect of supplanting or superseding such statute or regulations,
unless provided otherwise within the Agreement.
1.7 Singular/Plural and Gender Terms. Each definition in the Agreement using a singular
capitalized term or other word or phrase within the Agreement shall also apply to the plural
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form and such term, word or phrase and vice versa. All references to the masculine gen-
der shall include reference to the feminine or neuter gender and vice versa in each case
as the context may permit or require.
1.8 Sections and Other Headings. The section and other headings contained in the Agree-
ment are for reference purposes only and shall not affect the meaning or interpretation of
the Agreement.
1.9 Recitals. The recitals to the Agreement do not form part of the Agreement.
ARTICLE 2 –THE PROJECT
2.1 Completion of Project. The Recipient shall complete the Project on or before the Project
Completion Date in accordance with the Project description, milestones and deliverables,
timelines and Project Investment Commitment Budget, all as more particularly set out in
Schedules “A-1” and “B-1”.
2.2 Project Investment. The Recipient agrees to invest in the Project a minimum amount
equal to the Project Investment Commitment from the Project Start Date up to and includ-
ing the Project Completion Date.
2.3 Project Financing. The Recipient agrees that financing for completion of the Project has
been confirmed as described in Schedule “A-1”. Any overruns or Project Financing defi-
ciencies are to be the responsibility of the Recipient. In the event that the expected Project
Financing becomes unavailable, the Recipient shall provide the funding from internal or
other resources acceptable to Ontario.
2.4 Stacking.
(a) Stacking with other provincial programs is not permitted except that the Recipient may
receive supports provided through SWODF’s complementary services (“Provincial
Stacking Exceptions”). The total amount of provincial and federal assistance for Eligible
Project Expenditures, including those received from the Provincial Stacking Exceptions
(collectively, “Government Assistance”) cannot exceed 75% of the Eligible Project Ex-
penditures.
(b) If Ontario determines that the Recipient has received Government Assistance that ex-
ceeds 75% of Eligible Project Expenditures, then the Recipient shall pay to Ontario, within
20 days of being notified by Ontario, an amount equal to the excess. For clarity, in no
event shall the Recipient be required to pay to Ontario any amount under this section
2.4(b) greater than the Ontario Support together with the costs of collection pursuant to
section 10.6 and interest pursuant to section 10.7.
ARTICLE 3 – CONDITIONAL GRANT
3.1 Grant. Subject to and in accordance with the terms and conditions of the Agreement, and
in reliance on the representations and warranties in Article 7, Ontario agrees to provide
the Grant to the Recipient to assist the Recipient to finance Eligible Project Expenditures.
3.2 Use of Funds. All Grant funds shall be used by the Recipient solely for the payment of
Eligible Project Expenditures.
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3.3 Interest Bearing Account. If Ontario provides Grant funds before the Recipient’s immedi-
ate need for the Grant funds, the Recipient shall place the Grant funds in an interest
bearing account in the name of the Recipient at a Canadian financial institution.
ARTICLE 4 - MANDATORY REPAYMENT OF GRANT
4.1 Investment Target Clawback. If the Project Investment Commitment is not achieved on or
before the Project Completion Date, the Recipient shall repay a cash amount to Ontario
in accordance with the following formula:
𝐼𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡 𝑇𝑎𝑟𝑔𝑒𝑡 𝐶𝑙𝑎𝑤𝑏𝑎𝑐𝑘 ൌ 𝑂𝑛𝑡𝑎𝑟𝑖𝑜 𝑆𝑢𝑝𝑝𝑜𝑟𝑡 െ ሺ 𝐴𝑐𝑡𝑢𝑎𝑙 𝐼𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡
𝑃𝑟𝑜𝑗𝑒𝑐𝑡 𝐼𝑛𝑣𝑒𝑠𝑡𝑚𝑒𝑛𝑡 𝐶𝑜𝑚𝑚𝑖𝑡𝑚𝑒𝑛𝑡∗$𝐺𝑟𝑎𝑛𝑡ሻ
^^when calculating the Investment Target Clawback at the Project Completion Date, the Ontario Support shall be deemed
to include any earned but unpaid portion of the Performance Payment
The Investment Target Clawback shall be calculated as at the earlier of (i) an Event of
Default; and (ii) the Project Completion Date. The Recipient shall repay the Investment
Target Clawback, if any, within 20 days of notification in writing from Ontario. Notwith-
standing any other provision of the Agreement, if the Recipient does not deliver to Ontario
the Independent Auditor’s Report and the Final Certificate and Report within the required
time, then the Investment Target Clawback amount shall be deemed to be an amount
equal to the Ontario Support, which amount shall be immediately due and payable.
For greater certainty, should an Investment Target Clawback calculation result in a nega-
tive amount, such amount shall be deemed to be zero.
4.2 Maximum Clawback. Notwithstanding anything contained in the Agreement, the Invest-
ment Target Clawback cannot be negative or greater than the Ontario Support. Upon
notice to the Recipient, interest shall accrue on the calculated amount in accordance with
section 10.6.
ARTICLE 5 - TERMS AND CONDITIONS OF DISBURSEMENTS
5.1 Annual Cap. Subject to the provisions of the Agreement, the Grant is to be paid in annual
instalments which shall not exceed the Annual Cap for each Fiscal Year. The Annual Cap
for each Fiscal Year is the maximum amount specified below:
(a) Fiscal Year 1 - $241,000;
(b) Fiscal Year 2 - $723,000; and
(c) Fiscal Year 3 - $241,000 (being the Performance Payment).
5.2 Disbursement Calculation.
(a) Disbursement Amount. For Fiscal Year 1, Ontario will disburse the Fiscal Year 1
Annual Cap in accordance with section 5.4; for all remaining Fiscal Years, in each
Fiscal Year, Ontario will disburse the lesser of:
(i) the aggregate of (i) 50% Eligible Project Expenditures incurred and paid in
that Fiscal Year (the “Amount Incurred”) and (ii) any Carry Forward
Amount; and
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(ii) the Annual Cap for that Fiscal Year.
(b) Reduction of Grant.
(i) For Fiscal Years 1 and 2. Where the sum of the Amount Incurred in respect
of Fiscal Year 1 and Fiscal Year 2 is less than the sum of the Annual Cap
for Fiscal Year 1 and Fiscal Year 2, Ontario may reduce the aggregate
amount of the Grant without liability, penalty or cost by the difference be-
tween (i) the sum of the Annual Cap for Fiscal Year 1 and Fiscal Year 2
and (ii) the sum of the Amount Incurred in respect of Fiscal Year 1 and
Fiscal Year 2.
(ii) All remaining Fiscal Years. Where the Disbursement in a Fiscal Year, other
than Fiscal Year 1 and Fiscal Year 2, is less than the Annual Cap for that
Fiscal Year, Ontario may reduce the aggregate amount of the Grant without
liability, penalty or cost by the difference between the Annual Cap and the
Disbursement.
(c) Determination of Carry Forward Amount. The “Carry Forward Amount” means
the amount by which the Amount Incurred in a Fiscal Year exceeds the Annual
Cap for that Fiscal Year. Each time a Carry Forward Amount is applied in a Dis-
bursement calculation, the Carry Forward Amount available in the next Fiscal Year
shall be reduced by the amount of the Carry Forward Amount already disbursed;
any unused portion of any Carry Forward Amount shall continue to be included in
the Disbursement calculation in succeeding Fiscal Years until all Carry Forward
Amounts are fully exhausted. For the avoidance of doubt, in no event shall the
Recipient be entitled to receive any funds in excess of the maximum amount of the
Grant under the Agreement.
5.3 Performance Payment Disbursement. Subject to the provisions of the Agreement, Ontario
will disburse the Performance Payment within 90 days of:
(a) the Recipient meeting to Ontario’s satisfaction the conditions of disbursement in-
cluding, in accordance with section 5.6, providing Ontario with a Request for
Disbursement and the necessary evidence that the Recipient has incurred and
paid Eligible Project Expenditures since the date of the immediately preceding Dis-
bursement; and
(b) receipt and acceptance by Ontario of an Independent Auditor’s Report and a Final
Certificate and Report as required pursuant to sections 6.6 and 6.7.
Provided however that the Performance Payment shall be reduced by the amount of the
Investment Target Clawback, if any. If the Performance Payment is less than the Invest-
ment Target Clawback, the Recipient shall pay to Ontario the difference between the
Investment Target Clawback and the Performance Payment.
5.4 Conditions of First Disbursement. Subject to the terms and conditions of the Agreement,
Ontario will disburse to the Recipient the Annual Cap for Fiscal Year 1 upon the Recipi-
ent’s completion, by no later than, September 30, 2020, of the following conditions
precedent completed to the satisfaction of Ontario:
(a) Insurance. The Recipient shall provide Ontario with a valid certificate of insurance
evidencing the insurance coverage that the Recipient:
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(i) is required to maintain pursuant to section 8.8. and
(ii) has maintained from the Project Start Date to the Effective Date, at its own
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 pru-
dent 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 inclu-
sive limit of not less than two million dollars ($2,000,000) per occurrence.
(b) Council Approval of Financing. Receipt of evidence by Ontario that the Recipient’s
council has authorized the Project and that Project Financing in the amounts iden-
tified in Schedule “A-1”, other than the Grant, will be available as and when needed
for the completion of the Project.
(c) Receipt of evidence by Ontario that the Recipient’s council has authorized the Re-
cipient’s execution of the Agreement by municipal by-law.
(d) Receipt of evidence by Ontario that the Recipient has calculated an updated debt
and finance obligation limit based on Ontario Regulation 403/02 under the Munic-
ipal Act, 2001.
5.5 Condition of Second Disbursement. In addition to the requirements set out in section 5.6,
on or before the second Disbursement, the Recipient shall provide Ontario with a Request
for Disbursement certifying, amongst other things that Eligible Project Expenditures in the
amount of at least $482,000 have been incurred and paid in respect of the Fiscal Year 1
Annual Cap.
5.6 Conditions of Subsequent Disbursements. On or before each subsequent Disbursement
to the first Disbursement, upon the following conditions being met or complied with to the
satisfaction of Ontario, and subject to the terms and conditions of the Agreement, Ontario
will disburse such Disbursements to the Recipient:
(a) Request for Disbursement. Within 90 days following the end of each Fiscal Year,
starting with Fiscal Year 2, the Recipient shall provide Ontario with a Request for
Disbursement. Ontario will have no obligation to pay the Disbursement and re-
serves the right to cancel the Grant in its sole discretion if the Recipient has not
requested the Disbursement within the required 90 day period.
(b) Accounting Evidence. The Recipient shall provide satisfactory evidence to Ontario
that the Recipient has incurred and paid sufficient Eligible Project Expenditures to
have earned the requested Disbursement, which evidence shall include the follow-
ing:
(i) a Project Status Report;
(ii) if the Recipient submits a Request for Disbursement in respect of Eligible
Project Expenditures incurred and paid to Non-Arm’s Length suppliers, the
Recipient shall provide the Project Status Report described in paragraph
(i) above together with a certificate of the external auditor of the Recipient
confirming that the transaction was on terms that are fair and reasonable
to the Recipient and that are no less favourable to the Recipient than those
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that could be obtained in a comparable transaction from an Arm’s Length
supplier. Provided however, that an auditor’s certificate shall not be re-
quired for Eligible Project Expenditures which have been incurred and paid
by the Recipient and submitted to Non-Arm’s Length suppliers where in-
voices can be produced supporting the transaction at no increased cost;
and
(iii) at Ontario’s option, invoices from suppliers and proof of payment may also
be required.
(c) Inspection. Ontario has had the opportunity to physically inspect the Project Site.
(d) Attainment of Milestones, Deliverables and Timelines. The Recipient has satisfac-
torily performed and attained, in the opinion of Ontario, acting reasonably, the
milestones, deliverables and timelines set out in Schedule “A-1” as of the date of
the Request for Disbursement.
5.7 Conditions to the Grant.
(a) Any Disbursement to be made by Ontario pursuant to the Agreement is subject to
there being an appropriation by the Legislative Assembly for the Fiscal Year in
which the Disbursement is to be made. If Ontario does not receive the necessary
appropriation, Ontario shall not be obligated to make any such payment. As a con-
sequence, Ontario may terminate the Agreement immediately upon giving notice
to the Recipient and may demand repayment of any portion of the Grant that has
not been used or committed by the Recipient to defray Eligible Project Expendi-
tures.
(b) The total Grant received by the Recipient cannot exceed 50% of total Eligible Pro-
ject Expenditures, up to the maximum amount of the Grant.
(c) If under any agreement between the Recipient and Her Majesty the Queen in right
of Ontario, any fees, levies or taxes or other amounts are owed to Her Majesty the
Queen in right of Ontario or her agencies, including the Minister of Finance, the
Recipient hereby authorizes Ontario to pay any or all of these amounts on behalf
of the Recipient out of the amount of the Grant. Ontario will notify the Recipient
prior to implementing any set-off of funds.
(d) Without restricting the applicability of other remedies or provisions of the Agree-
ment, Ontario shall be entitled, in its sole and unfettered discretion, to refuse to
make any Disbursements or any further Disbursements, if:
(i) an Event of Default has occurred and is continuing;
(ii) an event which would otherwise be an Event of Default but for the giving of
notice and the passage of time to remedy the Event of Default has occurred
and is continuing;
(iii) the occurrence of an Event of Default reasonably appears to be imminent,
in Ontario’s opinion; or
(iv) the Disbursement will result in the occurrence of an Event of Default.
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5.8 Right to Collect Interest. Where the Amount Incurred in respect of Fiscal Year 1 and Fiscal
Year 2, collectively, is less than the Annual Cap for Fiscal Year 1, Ontario may demand
from the Recipient the interest earned in accordance with section 3.3 on the amount by
which the Amount Incurred in Fiscal Year 1 and Fiscal Year 2, collectively, is less than the
Fiscal Year 1 Annual Cap.
ARTICLE 6 - REPORTING AND MONITORING
6.1 Annual Certificate. Within 90 days after the end of each Fiscal Year, the Recipient shall
provide Ontario with an annual certificate substantially in the form of Schedule “D” signed
by a senior officer of the Recipient.
6.2 Annual Project Status Report. Within 90 days after the end of each Fiscal Year, the Re-
cipient shall provide Ontario with a Project Status Report. Ontario, at its sole discretion,
reserves the right to demand more frequent Project Status Reports.
6.3 Intentionally Deleted
6.4 Post-Project Reporting. The Recipient shall:
(a) within 120 days after the end of each Post-Project Fiscal Year, provide Ontario
with a post-Project annual report substantially in the form of Schedule “G” signed
by a senior officer of the Recipient; and
(b) during the Term and up to three years after the Project Completion Date, make
best efforts to participate and respond to any SWODF surveys in relation to the
Project or the Grant provided by Ontario.
6.5 Other Reports. The Recipient shall promptly furnish to Ontario such other reports and
information as Ontario may reasonably require.
6.6 Independent Auditor’s Report.
(a) Within 120 days of the Project Completion Date or as required by section 10.3, the
Recipient shall provide Ontario an Independent Auditor’s Report certifying the total
Eligible Project Expenditures that have been incurred and paid by the Recipient
from the Project Start Date up to and including the Project Completion Date.
6.7 Final Certificate and Report. Within 120 days of the Project Completion Date or as required
by section 10.3, the Recipient shall provide Ontario with a Final Certificate and Report
signed by a senior officer of the Recipient together with such other information as may be
requested by Ontario.
6.8 Review and Audit.
(a) The Recipient shall permit persons designated by Ontario to visit and inspect the
Project Site at Ontario’s expense, to examine and copy the Recipient’s books and
financial records, and to discuss its affairs, finances and accounts all at such rea-
sonable times as may be requested by Ontario.
(b) Ontario’s right of inspection includes the right to perform a full or partial audit at
any time, including at the Project Completion Date, for purposes including confirm-
ing:
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(i) that Eligible Project Expenditures have been incurred and paid by the Re-
cipient from the Project Start Date up to and including the Project
Completion Date; and
(ii) the Eligible Project Expenditures Table of the Recipient with respect to total
Project expenditures.
(c) Without limiting the generality of the foregoing, the Recipient shall at Ontario’s re-
quest meet with Ontario or its duly authorized agent at least annually to review the
progress of the Project and to review the Recipient’s compliance with the terms
and conditions of the Agreement. As may be requested by Ontario, invoices from
suppliers and proof of payment may also be required.
(d) For greater certainty, Ontario’s rights under this Article are in addition to any rights
provided to the Auditor General of Ontario pursuant to section 9.2 of the Auditor
General Act (Ontario).
ARTICLE 7 -REPRESENTATIONS AND WARRANTIES
7.1 Representations and Warranties. The Recipient represents and warrants to and in favour
of Ontario that:
(a) The Recipient has furnished to Ontario copies of its most recent Financial State-
ments and such Financial Statements are correct and complete and fairly present
the financial position of the Recipient as of the date indicated therein and the re-
sults of its operation and the changes in its financial position for the years then
ended in accordance with GAAP. Since the date of its last Financial Statements,
there has been no material change in the financial condition of the Recipient other
than changes in the ordinary course of business.
(b) Recipient has taken all necessary actions to authorize the execution of the Agree-
ment including passing a municipal by-law authorizing the Recipient to enter into
the Agreement with Ontario.
(c) The Recipient has established and shall maintain administrative practices and gov-
ernance procedures to provide for the prudent and effective management of the
Grant.
(d) The Project Financing, Project budget and estimates of expenditures are accu-
rately set out in Schedules “A-1” and “B-1”.
(e) With respect to the information and documentation, including forecasts, submitted
to Ontario in support of the Business Plan, that:
(i) the forecasts were based upon the judgment of directors and officers of the
Recipient, who considered the most likely set of future conditions in their
opinion at that time and their impact upon the Recipient;
(ii) the information used in preparing the Business Plan substantially reflects
the plans of the Recipient;
(iii) the assumptions relied upon in preparing the forecasts are appropriate and
reasonable in the opinion of directors and officers of the Recipient;
13
(iv) adequate support documentation outlining methods and procedures used
in preparing the forecasts is available from the Recipient;
(v) all statements and documentation provided to Ontario in support of the
Business Plan are true and correct; and
(vi) the Recipient confirms the Recipient’s consent for Ontario to release the
Recipient’s taxpayer information to the Ministry of Finance for the purpose
of verifying compliance with all statutes administered by the Ministry of Fi-
nance and for the purposes of administering the SWODF.
The Recipient recognizes that Ontario has relied upon the truth, authenticity and
accuracy of the information and documentation contained in the Business Plan in
authorizing the Grant.
(f) The proceeds of the Grant will be used by the Recipient exclusively for Eligible
Project Expenditures and for no other purpose.
(g) There are no charges or criminal convictions under the Criminal Code (Canada)
outstanding against the Recipient.
(h) There are no actions, suits or proceedings pending or, to the knowledge of the
Recipient, threatened, which would reasonably be expected to have a Material
Adverse Effect on the Project or the ability of the Recipient to perform its obliga-
tions under the Agreement.
(i) There is no fact which the Recipient has not disclosed in writing to Ontario which
adversely affects or, so far as the Recipient can now reasonably foresee, will ad-
versely affect the Project or the ability of the Recipient to perform its obligations
under the Agreement in each case, in any material respect.
(j) The Recipient is not in default in any material respect in connection with Canadian
federal, provincial, municipal or local taxes, assessments or other imposts or pen-
alties due and unpaid in respect of its income, business or property or for the
payment of any tax instalment due in respect of its current taxation year. The Re-
cipient has fulfilled all material requirements under the Income Tax Act (Canada),
the Canada Pension Plan (Canada) and the Employment Insurance Act (Canada)
for withholding of amounts from employees and has remitted all amounts withheld
to the appropriate authorities within the prescribed times.
(k) In connection with the Project Site, the Recipient does not have any knowledge of
having caused or permitted the release of any Hazardous Substance on the Pro-
ject Site except in compliance with Applicable Laws. All Hazardous Substances
have, to the knowledge of the Recipient, been used, disposed of, treated and
stored by the Recipient in compliance with Applicable Laws.
(l) The Recipient has not received any notice of any construction liens currently out-
standing in respect of the Project Site.
(m) The Recipient is in compliance with all Applicable Laws.
(n) With respect to the Intellectual Property required for the Recipient to carry out its
obligations under the Agreement:
14
(i) The Recipient has all necessary rights to the Intellectual Property (including
any necessary technology transfer and know how) (“IP Rights”) required to
carry out and complete the Project;
(ii) The Recipient has not received any notice, claim or threat of any claim that
it is infringing the IP Rights of third parties in respect of the Project; and
(iii) The Recipient has not and will not dispose of, license or otherwise encum-
ber the IP Rights referred to in subparagraph (i) in such a way that the
Recipient knowingly compromises such IP Rights required to carry out and
complete the Project.
(o) The business of the Recipient and all its properties and assets are covered by such
policies of insurance, issued by licensed insurers, as are appropriate to such busi-
ness, property and assets, in such amounts and against such risks as set out in
section 8.8.
(p) No Event of Default has occurred and is continuing, nor has any event occurred
which with the giving of notice, the passage of time, or both, will result in an Event
of Default.
(q) The Recipient is in actual possession of the Project Site and has good and mar-
ketable title or leasehold interest to its properties and assets necessary to carry
out the Project.
ARTICLE 8 –AFFIRMATIVE COVENANTS
8.1 Project Completion. The Recipient shall complete the Project in accordance with the
terms of the Agreement. The Recipient shall immediately notify Ontario of any increase
in the total cost of the Project.
8.2 Use of Proceeds. The Recipient will use the Grant solely for Eligible Project Expenditures.
8.3 Rights of Inspection and Inquiry. The Recipient shall keep and maintain all records, in-
voices and other documents relating to the Project and the Grant in a manner consistent
with GAAP, and keep them available for review by Ontario and its agents or authorized
representatives, including the Auditor General of Ontario, during the Term and for a period
of seven years thereafter.
8.4 Compliance with Agreements. The Recipient will perform and satisfy all covenants and
obligations to be performed by it under the Agreement, and under any other agreement or
undertaking now or hereafter made between it and Her Majesty the Queen in right of On-
tario.
8.5 Existence. The Recipient will preserve and maintain its existence, rights, powers, licences,
privileges, and goodwill, and exercise any rights of renewal or extensions of any leases,
licences, or any other rights which are necessary or material to the conduct of its business.
8.6 Compliance with Laws. The Recipient shall comply with all Applicable Laws which could
affect the Project Site, the Project, and the Recipient’s obligations under the Agreement.
15
8.7 Taxes. The Recipient shall file all material tax returns and pay or cause to be paid as they
become due all taxes, assessments, and governmental charges lawfully levied and im-
posed upon its property or upon its business, including the Project Site, unless the same
are being diligently contested in good faith and by appropriate proceedings or as to which
a bona fide dispute may exist.
8.8 Insurance. The Recipient shall put in effect and maintain for the period during the Term,
at its own 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 occur-
rence. The policy shall include the following:
(a) the Indemnified Parties as additional insureds with respect to liability aris-
ing 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) 30 day written notice of cancellation, termination or material change.
The Recipient shall provide Ontario with a copy of the certificate that confirms the required
insurance coverage and, within 90 days of the renewal, any renewal replacement certifi-
cates as may be necessary. Upon the request of Ontario, the Recipient shall make
available to Ontario a copy of each insurance policy.
8.9 Indemnity. The Recipient shall indemnify and hold harmless the Indemnified Parties from
and against any and all liability, loss, costs, damages and expenses (including without
limitation, legal, expert and consultant fees and disbursements), 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 the Project or oth-
erwise in connection with the Agreement, unless solely caused by the negligence or wilful
misconduct of the Indemnified Parties.
8.10 Litigation. The Recipient shall promptly provide notice to Ontario, including reasonable
particulars as to be determined by Ontario, of: (a) any criminal charges filed against the
Recipient and (b) each action, suit or proceeding which claims damages in excess of
$500,000 against the Recipient pending, or to the knowledge of the Recipient, threatened
before any court or before any tribunal, governmental department, commission or agency.
8.11 Project Expenditures. The Recipient shall promptly notify Ontario of any cost overrun or
change orders that may have a Material Adverse Effect on the Project as compared with
the Project Investment Commitment Budget, as set forth in Schedule “B-1”, attached
hereto. Ontario will not be obliged to fund any such overrun of costs and may require proof
of payment prior to any further Disbursements.
8.12 Environmental. In connection with the Project Site, the Recipient shall not knowingly cause
or permit the release of any Hazardous Substance on the Project Site, except in compli-
ance with Applicable Laws. All Hazardous Substances shall be used, disposed of, treated
and stored by the Recipient in compliance with Applicable Laws.
16
8.13 Notice to Ontario. The Recipient shall provide prompt notice of:
(a) any Material Adverse Effect;
(b) any abandonment of the Project by the Recipient; or
(c) any representation or warranty made by the Recipient in the Agreement or any
certificate delivered to Ontario pursuant hereto that has become or is likely to be-
come untrue in any respect.
8.14 Procurement. The Recipient shall ensure that all contracts and subcontracts, including
consultant contracts, for work and services and for the purchase of goods related to the
Project are obtained pursuant to a process that ensures best value for money.
8.15 Reports. The Recipient shall ensure that all reports, certificates and other documents re-
quired to be delivered to Ontario pursuant to the Agreement are completed to the
satisfaction of Ontario. Ontario may, from time to time, require the Recipient to complete
reports, certificates and other documents on an electronic system, including Transfer Pay-
ment Ontario.
ARTICLE 9 – NEGATIVE COVENANTS
9.1 The Recipient covenants and agrees that, during the Term, it shall not, without the prior
written approval of Ontario:
(a) Disposition of Assets. sell, assign, transfer, lease, license, convey or otherwise
dispose of any of the Project assets or all or substantially all of the assets compris-
ing the Project Site, except such dispositions as would be consistent with the
disposition of surplus assets in the normal course of business and sales of real
property contemplated by the Business Plan.
(b) Transactions with Affiliates. sell property or services to, or purchase property or
services from, or otherwise engage in any other transactions with, any Related
Parties, except for transactions in the ordinary course of business at prices and on
terms and conditions not less favourable to the Recipient than could be obtained
on an Arm’s Length basis from unrelated third parties.
ARTICLE 10 - DEFAULT AND ENFORCEMENT
10.1 Events of Default. Each of the following is an Event of Default:
(a) failure by the Recipient to perform or comply with any covenant or other term of
the Agreement required to be performed or complied with by the Recipient, includ-
ing, but not limited to, the failure to perform or comply with the reporting
requirements set out in Article 6;
(b) failure by the Recipient to repay any amount of the Grant when it becomes due,
including failure to pay the Investment Target Clawback required pursuant to Arti-
cle 4;
(c) failure by the Recipient to make a Request for Disbursement in accordance with
section 5.6;
(d) abandonment or Deemed Abandonment of the Project by the Recipient;
17
(e) if any representation or warranty made by the Recipient in the Agreement or any
certificate delivered to Ontario pursuant hereto shall be or become materially un-
true in any respect;
(f) default of any material obligations of the Recipient under the Agreement including
a default of a term or condition, but for the giving of notice and/or the passage of
time to remedy;
(g) default of a term or condition in any other agreement between Her Majesty the
Queen in right of Ontario and the Recipient but for the giving of notice and/or the
passage of time to remedy;
(h) final judgment or decree for the payment of money due is obtained or entered
against the Recipient, except in respect of a judgment which (i) was the subject of
a bona fide dispute, (ii) is not material to the financial condition, business or oper-
ations of the Recipient (and without restricting the generality of the foregoing, a
judgment of $50,000 or more shall be deemed to be material), and (iii) is paid in
full within 30 days after judgment;
(i) any part of the Project Financing that has become unavailable is not replaced by
the Recipient within 90 days on similar terms and conditions; or
(j) occurrence of a Material Adverse Effect in the opinion of Ontario, acting reasona-
bly.
10.2 Ontario May Waive. Ontario may, at any time, waive any Event of Default which may have
occurred provided that no such waiver shall extend to, or be taken in any manner whatso-
ever to affect, any subsequent Event of Default or the right to remedies resulting therefrom,
and that no such waiver shall be, or shall be deemed to constitute, a waiver of such Event
of Default unless such waiver is explicit and in writing from Ontario.
10.3 Remedies. In addition to any other rights which Ontario may have under the Agreement,
if any Event of Default shall occur and be continuing, Ontario shall have the following rights
and remedies provided that it has first given written notice of the Event of Default to the
Recipient and the Recipient has failed for whatever reason, subject to Force Majeure, to
remedy the Event of Default within 20 days of the receipt of such notice, or such longer
period of time as Ontario may consent to in writing:
(a) Ontario may, immediately, without further notice to the Recipient, without liability,
penalty or costs to Ontario, terminate the Agreement;
(b) Ontario shall be relieved of all obligations to make any Disbursements or any fur-
ther Disbursements to the Recipient;
(c) Ontario shall be entitled to retain the Performance Payment and any unpaid Carry
Forward Amount;
(d) An amount equal to the amount of the Investment Target Clawback shall become
immediately due and payable to Ontario; such sum shall be calculated as of the
date of the specified Event of Default based upon the Actual Investment as of the
date of calculation as verified by an Independent Auditor’s Report and/or a Final
Certificate and Report, such Independent Auditor’s Report and Final Certificate
and Report being due within 60 days of the specified Event of Default; and
18
(e) Ontario may avail itself of any of its legal remedies that are available to Ontario at
law or in equity and in its sole discretion, exercise any right or recourse and/or
proceed by any action, suit, remedy, or proceeding against the Recipient author-
ized or permitted by law for the recovery of any and all amounts payable to Ontario
pursuant to the Agreement, and no such remedy for the enforcement of the rights
of Ontario shall be exclusive of, or dependent on, any other remedy, but any one
or more of such remedies may from time to time be exercised independently or in
combination, provided however, that subject to section 8.9, in no event shall the
Recipient be required to pay to Ontario any amount in excess of the Ontario Sup-
port together with the costs of collection pursuant to section 10.5 and interest
pursuant to section 10.6.
Notwithstanding the foregoing, Ontario shall not be required to provide any notice or a
remedy period under this section 10.3 for any Event of Default arising under section 10.1
(b), (d), (f) or (g).
10.4 Additional Remedies Upon Certain Events of Default. In addition to the remedies con-
tained in section 10.3, section 10.5 and section 10.6, upon the occurrence of an event
specified in section 10.1(b), (d), (f) or (g) an amount equal to the remaining Ontario Sup-
port which has not already been repaid pursuant to section 10.3 herein shall become
immediately due and payable to Ontario.
10.5 Costs of Collection. All reasonable costs and expenses of collection, including legal fees
and professional fees associated therewith, of Ontario and its agents of all amounts owing
hereunder shall be for the account of the Recipient and shall be immediately due and
payable to Ontario.
10.6 Interest after Default. Interest at the then current rate charged by the Province of Ontario
on accounts receivable shall apply, from the date of any default notice to the Recipient, to
any and all amounts in the event that Ontario exercises any of its remedies pursuant to
section 10.3 or 10.4 until payment in full. For greater certainty, during the course of any
and all proceedings to collect such amounts such interest rate shall apply to and be exigi-
ble as additional damages in any award of damages made by a court of competent
jurisdiction pursuant to any such action, all without the necessity of any further act or
agreement or notification to the Recipient.
ARTICLE 11 - GENERAL
11.1 No Conflict of Interest. The Recipient will carry out the Project and use the Grant funds
without an actual, potential, or perceived conflict of interest. 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, the use of the proceeds of the Grant, or
both. Nothing in this section shall prevent the Recipient if it so chooses from reimbursing
its volunteers for their reasonable out of pocket expenses incurred in connection with the
Project. The Recipient will disclose to Ontario, without delay, any situation that a reason-
able Person would interpret as an actual, potential, or perceived conflict of interest and
comply with any terms and conditions that Ontario may prescribe as a result of the disclo-
sure.
19
11.2 Entire Agreement. The Agreement contains the entire agreement between the Recipient
and Ontario and supersedes all prior agreements, obligations, statements, representa-
tions, understandings, warranties, communications and negotiations, whether oral or
written, with respect to the subject matter of the Agreement.
11.3 Amendments. The Agreement may be amended, altered or modified only by written doc-
uments signed by both Ontario and the Recipient.
11.4 Survival. Section 1.1 (Definitions), section 2.4 (Stacking), Article 4 (Mandatory Repayment
of Grant), sections 5.1, 5.2 and 5.3 (as it relates to the Performance Payment Disburse-
ment), section 5.8 (Right to Collect Interest), Article 6 (Reporting and Monitoring), Article
7 (Representations and Warranties), section 8.3 (Rights of Inspection and Inquiry), section
8.9 (Indemnity), section 8.15 (Reports), Article 10 (Default and Enforcement), section 11.2
(Entire Agreement), section 11.4 (Survival), section 11.6 (Materiality and Merger), section
11.11 (Non-Agent), section 11.12 (Governing Law), section 11.15 (Severability), section
11.16 (No Control of Records), section 11.17 (Disclosure of the Agreement to the Public
and Third Parties), and section 11.20 (Rights and Remedies Cumulative) and all applica-
ble cross-referenced provisions and Schedules shall survive any expiry, termination or
cancellation of the Agreement. Without limiting the foregoing, all representations and war-
ranties of the Recipient contained herein or in any certificate or other writing delivered in
connection herewith will survive the transactions contemplated hereby and are material
and have been or will be relied upon by Ontario notwithstanding any investigation made
by or on behalf of Ontario. For the purpose of the foregoing, all statements contained in
any certificate or other writing delivered by or on behalf of the Recipient pursuant hereto
or in connection with the transactions contemplated hereby shall be deemed to be repre-
sentations and warranties of the Recipient contained herein.
11.5 Waiver. No provision of the Agreement shall be deemed to be waived, and no breach
excused, unless such waiver or consent excusing the breach is explicit and in writing. A
waiver of any provision of the Agreement, or of any breach of any provision of the Agree-
ment, is not to be deemed or construed to be a waiver of any other provision of the
Agreement, or of any other breach, whether of the same or of any other provision, nor
shall any delay or omission on the part of any party to the Agreement to exercise or avail
itself of any right it has or may have under the Agreement, operate as a waiver of any such
breach or right, nor will any waiver or failure to enforce any of the provisions of the Agree-
ment in any way affect the validity of the Agreement or any part of it.
11.6 Materiality and Merger. All representations, warranties and covenants of the Recipient
made in the Agreement, the Business Plan or in any other document, certificate, expendi-
ture statement, or writing delivered by or on behalf of the Recipient pursuant to the
provisions of the Agreement, or otherwise with respect to the Project or the Agreement
and the transactions contemplated in the Agreement, are material, are deemed to have
been relied upon by Ontario and survive the execution of the Agreement.
11.7 Time. Time is of the essence of the Agreement.
11.8 Assignment. The Agreement and all documents delivered pursuant to it enure to the ben-
efit of Ontario and the Recipient, their respective assigns and successors at law. The
Agreement may not be assigned by the Recipient without the prior written consent of On-
tario.
20
11.9 Further Assurances. The Recipient agrees at any time and from time to time after the
execution and delivery of the Agreement to perform and deliver such further acts and
things as Ontario may reasonably request in order to fully effect the purpose of the Agree-
ment and the transactions contemplated herein.
11.10 Notices. Any notice, request, demand, consent, approval, correspondence, report or other
communication required pursuant to or permitted under the Agreement must be in writing
and must be given by personal delivery, or transmitted by fax or e-mail, or be sent by
postage prepaid mail, and addressed to the party to whom it is intended at its address as
set out below or addressed as either party may later designate to the other in writing:
To Ontario:
Ministry of Economic Development, Job Creation and Trade
Business Partnerships and Programs Division
Funding Administration Branch
Program Operations Unit
10 Dundas St. E., 8th Floor
Toronto, ON M7A 0B2
Attention: Manager, Program Operations Unit
Facsimile No.: (416) 212 – 8696
Email: NoticesFundingPrograms@ontario.ca
To the Recipient:
Town of Tillsonburg
10 Lisgar Ave
Tillsonburg ON N4G 5A5
Attention: Development Commissioner and Clerk Department
Facsimile No.: (519) 842-9431
Email: cpanschow@tillsonburg.ca, clerks@tillsonburg.ca
Any such notice shall be deemed to be received, if personally delivered or sent by fax or
other electronic message on the day it is sent and if such notice is sent by postage prepaid
mail it shall be deemed to have been received on the date that is five days after the date
of mailing.
11.11 Non-Agent. The Recipient and Ontario agree and declare that nothing in the Agreement
shall be construed as creating a partnership, joint venture, or agency relationship between
the Recipient and Ontario.
11.12 Governing Law. The Agreement and the rights of the parties hereto shall be governed in
all respects by and construed in accordance with the laws of the Province of Ontario and
the laws of Canada applicable therein and each party irrevocably attorns to the exclusive
jurisdiction of the courts of the Province of Ontario for any dispute, action or proceeding
arising out of or in connection with the Agreement. Nothing in the Agreement affects the
rights, protections and immunities of the Crown under the Crown Liability and Proceedings
Act, 2019 (Ontario).
11.13 Force Majeure. In the Agreement, “Force Majeure” includes civil commotions, acts of God,
weather, fires, floods, explosions, natural catastrophes, sabotages, accidents, failures of
power, riots, invasion, insurrection and any additional peril or occurrence which is, in the
opinion of Ontario a Force Majeure. Upon the occurrence, if any, of an event which is a
Force Majeure, the party whose performance is affected, whether Ontario or the Recipient,
21
shall to the extent reasonably possible, minimize its adverse impact. Neither Ontario nor
the Recipient shall be in breach of the Agreement, if, upon the occurrence of a Force
Majeure and after delay minimization, either Ontario or the Recipient delays performance
of its obligations hereunder for such reasonable period of time so as to enable the harmed
party to overcome the effects of the Force Majeure; provided, however, neither Ontario
nor the Recipient shall delay performance of any obligation of the Agreement such that,
cumulatively, such delays will extend the Term for more than two years.
11.14 Counterparts. The Agreement may be signed in counterparts, and/or by facsimile or e-
mail (PDF or other image format), each of which shall constitute an original and all of
which, when taken together, shall constitute an original Agreement.
11.15 Severability. Any provision of the Agreement prohibited by law or otherwise ineffective will
be ineffective only to the extent of such prohibition or ineffectiveness and will be severable
without invalidating or otherwise affecting the remaining provisions of the Agreement.
11.16 No Control of Records. No provision of the Agreement will be construed so as to give
Ontario any control whatsoever over the Recipient’s records.
11.17 Disclosure of the Agreement to the Public and Third Parties.
(a) Freedom of Information and Protection of Privacy Act.
The Recipient acknowledges that Ontario is bound by the Freedom of Information
and Protection of Privacy Act (Ontario) and that Ontario may be required to dis-
close information contained in the Agreement or the entire Agreement itself
pursuant to the provisions of that act.
(b) Public Disclosure. The Recipient:
(i) irrevocably consents to Ontario making all or a portion of the Agreement
including but not limited to the information contained in Schedule “A” avail-
able to the public in a form Ontario deems appropriate in Ontario’s sole
discretion. However, such consent does not apply to the information solely
contained in Schedules “A-1” and “B-1”, which in the Recipient’s view is
commercially sensitive information; and
(ii) acknowledges, without limiting its consent under section 11.17(b)(i) in any
way, that the information set forth in Schedule “A” will be made available to
the public by being posted to a government website approximately 90 days
after the execution of the Agreement.
(c) Attracting Investment and Creating Jobs Act, 2012. The Recipient acknowledges
that in accordance with the requirements under the Attracting Investment and Cre-
ating Jobs Act, 2012 (Ontario) the Agreement must be made available for
inspection by the public, provided that commercially-sensitive information may be
redacted.
11.18 Publications, Press Releases, Media Events, Communiqués. The Recipient shall:
(a) not make any announcement with respect to the Grant, the Project, or the Agree-
ment, except as may be required by law, without the prior written approval of
Ontario; and
22
(b) if requested by Ontario, participate in a public event announcing Ontario's funding
to the Recipient in connection with the Project at the Project Site, or other venue
as may be agreed between the parties.
11.19 Economic Program. The Recipient acknowledges and agrees that the Grant provided
under the Agreement is for the purpose of the administration of economic programs and/or
the provision of direct or indirect support to members of the public in connection with eco-
nomic policy, and as such section 16 of the Limitations Act, 2002 (Ontario) shall apply.
11.20 Rights and Remedies Cumulative. The rights and remedies of Ontario under the Agree-
ment are cumulative and are in addition to, and not in substitution for, any of its rights and
remedies provided by law or in equity.
[remainder of this page intentionally left blank]
The parties hereby execute the Agreement in the Province of Ontario.
of Signatu#:
Ju(\e. ZZ .zozo
Date of Signature
~u~a>io ate -OfSiQ'nature
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as repre-
sented by the Minister of Economic Development, Job Creation
and Trade
Per ~~
NL Victor Severino
Title: Assistant Deputy ister
N e: Stephen Molnar
1tle: Mayor
I have the authority to bind the Recipient.
Name: Michelle Smibert
Title: Town Clerk
I have the au thority t o bind the Recipient.
23
24
SCHEDULE “A”
TABLE OF SUMMARY PROJECT INFORMATION
Grant Recipient THE CORPORATION OF THE TOWN OF
TILLSONBURG
Project Location Tillsonburg
Effective Date of Agreement June 18, 2020
Project Start Date April 16, 2020 as long as the Recipient agrees
to the terms of the Conditional Grant Agree-
ment by June 29, 2020, otherwise the Project
Start Date will be the date the Recipient
agrees to the terms.
Project Completion Date December 31, 2022
Project Overview The Project involves servicing of the Innova-
tion Park land including sewer, watermain and
roadwork construction that will improve the
value of the land in order to encourage busi-
nesses to purchase land in the Innovation
Park.
Maximum Amount of Grant $1,205,000
Project Investment Commitment $2,410,000
Total Project Investment $4,370,700
25
SCHEDULE “A-1”
PROJECT DESCRIPTION, MILESTONES, DELIVERABLES, TIMELINES
AND PROJECT RELATED DEFINITIONS
PROJECT DESCRIPTION
The Recipient has purchased and acquired 37 acres of industrial zoned land southwest of the
town centre directly on Provincial Highway 3 that it intends to create the Van Norman Innovation
Park “Innovation Park”.
The Project involves servicing of the Innovation Park land including sewer, watermain and road-
work construction that will improve the value of the land in order to encourage businesses to
purchase land in the Innovation Park.
The Innovation Park is intended to help the Recipient attract more businesses and secure new
jobs.
The Recipient’s Project’s objectives include the following:
promoting regional economic development
attracting and retaining investment
promoting innovation
fostering collaboration and cluster development
Milestones, Deliverables and Timelines:
Milestones and timelines Deliverable(s) at this milestone
Fiscal Year 1:
(Project Start Date to and in-
cluding December 31, 2020)
Approvals required for project obtained
(ECA, Tenders, etc).
Preliminary Earthworks completed.
Underground Works and Storm Water
Management Pond completed.
26
Fiscal Year 2:
(January 1, 2021 to and includ-
ing December 31, 2021)
Utility Servicing completed.
Road and lot servicing completed.
Subdivision completed.
Fiscal Year 3:
(January 1, 2022 to and includ-
ing December 31, 2022)
Project Completion Date:( De-
cember 31, 2022)
Project complete.
Definitions
“Project Financing” means
Source Nature of Financing Amount
Recipient Future Cash Flow from
land sales or Debt Fi-
nancing
$1,010,000
Ontario SWODF Grant $1,205,000
Recipient Debt Financing $195,000
TOTAL, being the Project Invest-
ment Commitment
$2,410,000
27
SCHEDULE “B”
ELIGIBLE PROJECT EXPENDITURES CATEGORIES
This schedule contains the list of Eligible Project Expenditures Categories for the Pro-
ject.
In order to be eligible, the expenditure must be incurred and paid on or after the Project
Start Date up to and including the Project Completion Date.
Deposits paid prior to the Project Start Date are not eligible.
Stacking with other provincial programs is not permitted except that the Recipient may
receive supports provided through SWODF’s complementary services (“Provincial
Stacking Exceptions”). The total amount of provincial and federal assistance for Eligi-
ble Project Expenditures, including those received from the Provincial Stacking
Exceptions (collectively, “Government Assistance”) cannot exceed 75% of the Eligible
Project Expenditures.
If Ontario determines that the Recipient has received Government Assistance that ex-
ceeds 75% of Eligible Project Expenditures, then the Recipient shall pay to Ontario,
within 20 days of being notified by Ontario, an amount equal to the excess. For clarity, in
no event shall the Recipient be required to pay to Ontario any amount under section
2.4(b) greater than the Ontario Support together with the costs of collection pursuant to
section 10.6 and interest pursuant to section 10.7.
ELIGIBLE PROJECT EXPENDITURES
The following shall be used, where necessary, to clarify the categories and description of Eligible
Project Expenditures set out in the budget sections of Schedule “B-1”. They do not expand the
universe of Eligible Project Expenditures.
Eligible Project Expenditures are actual expenditures to be incurred on or after the Project Start
Date up to and including the Project Completion Date that are directly attributable to and neces-
sary for the completion of the Project and are not wholly or partially for another purpose, subject
to the terms and conditions of the Agreement, and subject to review and approval by Ontario.
Eligible Project Expenditures are one-time expenditures directly attributable to the development
and implementation of the Project.
Eligible Project Expenditures do not include ongoing expenditures associated with production or
operations. Labour, materials, overhead, and other expenditures for the production of saleable
items are not eligible.
Eligible Project Expenditures are actual cash outlays, net of applicable HST, that must be docu-
mented through invoices, receipts, or Recipient records acceptable to Ontario and are subject to
verification by an independent auditor. Evidence of payment must be maintained for audit pur-
poses. Acting reasonably, Ontario’s decisions as to the expenditure eligibility and valuation shall
be final and determinative.
Eligible Project Expenditures Categories:
Business Attraction Expenditures
28
Business attraction expenditures (e.g. expenditures to support presentations to invest-
ment prospects, or to engage prospects in communities shortlisted for a specific
investment). Any business attraction expenditures spent outside of Ontario are subject to
prior written approval by Ontario.
The creation and development of presentations, consultation and marketing materials.
Project Facilities and Infrastructure required for the Project:
Construction/leasehold improvement expenditures that are directly attributable to the Pro-
ject, are eligible, subject to Ontario’s approval.
Site servicing, power service upgrades, etc. required to execute the Project are eligible.
This would include work performed under contracts and subcontracts with third parties.
For clarity, in the case of projects that involve an expansion or relocation to a larger build-
ing, only the construction/ retrofit expenditures associated with the incremental/ additional
productive space are eligible.
Municipal economic infrastructure directly related to the Project.
Equipment and Machinery:
Equipment and machinery necessary for the successful completion of the Project.
E.g. new technology, new high-performance equipment and machinery, maintenance
equipment associated with new technologies or systems.
If new equipment is acquired via capital lease (as a method of purchase financing) the
non-interest portions of the capital lease are eligible. Interest expenditures are ineligible
under any circumstances.
Labour (one-time internal):
One-time labour expenditures must be directly attributable to the development and imple-
mentation of the Project, including expenditures to set up/commission new equipment,
technology or systems for the Project.
Incremental specialized labour that is directly related to the Project (e.g. research and
development) is eligible to a maximum of two years.
This would include direct salaries, wages, and benefits, paid by the Recipient, for employ-
ees of the Recipient working on the Project and in proportion to the amount of time spent
working directly on the Project. Note: Ongoing operational and production labour expend-
itures are ineligible.
o Benefits means employees’ regular entitlements for payroll-related benefits (CPP,
EI, employer health tax), medical and dental-related benefits, the actual cost of
sick leave, vacation, statutory holidays and pension. Any other benefits must be
approved by Ontario.
The Recipient is required to maintain timesheets or appropriate records for all employees
working directly on the Project to verify time spent on Project work, and to verify expendi-
tures for audit purposes.
Bonuses that meet the following criteria are eligible:
- Non-discretionary (e.g. part of a compensation package that provides that a money
payment at a pre-determined rate, related to explicit employee performance targets);
- Paid to employees of the Recipient up to the first-level managerial level or equivalent;
and
- Directly related to the Project.
29
Materials (one-time):
Expenditures of direct materials necessary for, and specifically identified and measured
as having been used for, the completion of the Project, including:
o Materials used for configuring and testing production processes and systems.
o Materials used for training employees.
o Materials used for prototypes.
o Other materials directly related to the Project as approved by Ontario.
Materials used for the regular production of saleable items are not eligible.
Specialized Expertise:
Specialized expertise required for the Project including third-party engineering services,
software development, management, etc.
Training and Talent:
Skills training, including employer provided training, related to the Project. For greater
clarity, expenditures for staff wages to deliver the training (i.e. internal trainer), are eligible,
but wages for staff receiving the training are not.
Expenditures to provide the training (e.g. training materials) are eligible.
Training infrastructure (e.g. retrofits to a training room, equipment required for training,
etc.) is eligible.
Subject to limits approved in writing by Ontario, the following may be eligible:
o Third-party expenditures related to the training of owners and/or management to
address specific business needs.
o Expenditures to hire external expertise related to the development of a Human
Resource (HR) strategy and/or succession planning (or hiring an internal HR pro-
fessional for a period of up to one year if the function did not previously exist with
the company).
o Expenditures for the recruitment of talent to support company growth.
Permits and Fees:
Expenditures incurred by the Recipient for permits, inspections, and other fees directly
attributable to the Project (but not ongoing operations).
Other eligible expenditures directly attributable to the Project that have been approved in writing
by Ontario.
Ineligible Project Expenditures:
Only expenditures that are specified as eligible above or approved in writing by Ontario will be
eligible for reimbursement. The following expenditures, among others, are ineligible:
Ongoing Expenditures Associated with Production or Operations:
Labour, materials, overhead, and other expenditures for the production of saleable items.
General Working Capital Requirements:
Capital requirements not directly attributable to the Project including: debt service, federal
or provincial taxes, surtaxes and special expenses, e.g. legal fees.
Working capital expenditures associated with the Recipient’s regular production or oper-
ations, e.g. materials.
Land or Buildings:
30
Expenditures related to the purchase of land or buildings.
Expenditures associated with landscaping or parking lots.
Labour (ongoing/operational):
Labour expenditures that are not directly related to the Project including ongoing produc-
tion or operations.
Project Case Preparation:
Expenditures associated with the preparation of the proposal (successful or not) such as
success fees or third-party government relations consulting services.
Vehicles and Off-Site Equipment:
Expenditures associated with the purchase/lease or operation of vehicles or off-site equip-
ment.
Remuneration to Shareholders:
Dividends or any type of shareholder payments.
Expenditures Not Incurred in Ontario:
Except for purchases from suppliers located outside of Ontario.
Mergers and Acquisitions.
Travel and Meal Expenses:
Expenditures for any travel, hospitality, food and incidental expenses, including but not
limited to expenses in respect of meals, snacks and beverages; gratuities; laundry, dry
cleaning and valet services; dependent care; and personal telephone calls.
Rebates, Credits and Refunds:
Any expenditures, including taxes, for which the Recipient has received, will receive, or is
eligible to receive, a rebate, credit or refund.
Distribution/shipping expenditures of marketing/sales materials, including acquisition of paid me-
dia space, printing, and airtime.
HST.
31
SCHEDULE “B-1”
PROJECT INVESTMENT COMMITMENT BUDGET
Fiscal
Year 1
Fiscal
Year 2
Fiscal
Year 3
Fiscal
Year 4
Total (All Fis-
cal Years)
ELIGIBLE PROJECT
EXPENDITURES
Business Attraction Expendi-
tures
0 0 0 0 0
Project Site and Infrastructure 482,000 1,446,000 482,000 0 2,410,000
Equipment & Machinery
0 0 0 0 0
Labour (one-time internal)
0 0 0 0 0
One-time Materials
0 0 0 0 0
Specialized Expertise
0 0 0 0 0
Training and Talent
0 0 0 0 0
Project-related Permits and
Fees
0 0 0 0 0
Other Eligible Project Expenditures 0 0 0 0 0
TOTAL ELIGIBLE PROJECT
EXPENDITURES
482,000 1,446,000 482,000 0 2,410,000
Note: For greater certainty, the sum of the Eligible Project Expenditures for all Fiscal Years is the
same amount as the Project Investment Commitment.
32SCHEDULE “C” PROJECT STATUS REPORT Milestone Status Table: Provide a Project status report with respect to the achievement of Milestones, Deliverables and Timelines for the Project as described in Schedule “A-1”. Under the column entitled “Actual Achieved”, please outline your progress relative to each Deliverable as at the given Milestone. Additional Comments: Milestone Deliverables (Please list the deliverables as they appear in Schedule “A-1”) Actual Achieved (Please report on progress relative to each Deliverable) Fiscal Year 1 Fiscal Year 2 Fiscal Year 3 Fiscal Year 4 Project End
33 Performance Measures Table: Provide a Project status report with respect to the achievement of the performance measures highlighted below. Performance Measure Fiscal Year 1 Fiscal Year 2 Fiscal Year 3 Fiscal Year 4 Number of private sector jobs impacted by the Project Number of economic development partners engaged in the Project. New private sector investment stimulated by the Project ($) Investment in economic assets ($) Number of innovations/new processes introduced Number of new companies added to business park Comments: Eligible Project Expenditures Table: Provide a budget status report detailing the Project Investment Commitment Budget (“PICB”) (for reference, see Schedule “B-1” for the Project Investment Commitment Budget) and actual Eligible Project Expenditures as applicable. For rows below with zero dollar values, insert “0” or “nil.” Explain any variances greater than 10% in any category of Eligible Project Expenditures below the table, under ‘Comments’. PICB Actual Eligible Project Ex-penditures PICB Actual Eligible Project Expenditures PICB Actual Eligible Project Expenditures PICB Actual Eligible Project Ex-penditures PICB Actual Eligible Project Expenditures Variance Fiscal Year 1 Fiscal Year 1 Fiscal Year 2 Fiscal Year 2 Fiscal Year 3 Fiscal Year 3 Fiscal Year 4 Fiscal Year 4 Total Total All Years All Years $ % ELIGIBLE PROJECT EXPENDITURES Project Site and Infra-structure
34Equipment & Machinery One-time internal labour One-time materials Specialized Expertise Training and Talent Project-related permits, fees Other Eligible Project Expenditures Total Eligible Project Expenditures Note: Recipient to retain all records and invoices in support of paid Eligible Project Expenditures, which are subject to audit by Ontario. Comments:
35
SCHEDULE “D”
ANNUAL CERTIFICATE
DATE:
FISCAL YEAR:
TO:
Minister of Economic Development, Job Creation and Trade (“Ontario”)
Southwestern Ontario Development Fund
Funding Administration Branch, Program Operations Unit
10 Dundas St. E., 8th Floor
Toronto, ON M7A 0B2
Attention: Manager, Program Operations Unit
RE: Agreement between Ontario and The Corporation of the Town of Till-
sonburg (the “Recipient”) effective June 18, 2020 (the “Agreement”)
Except as otherwise defined herein, all capitalized terms shall have the meanings given to them
in the Agreement.
I, [insert name and title of senior officer] of the Recipient, on behalf of the Recipient, hereby certify
without personal liability as follows:
1. Attached hereto is a Project Status Report, comprised of a Milestone Status Table, Per-
formance Measures Table, and Eligible Project Expenditures Table, which is true,
complete and accurate.
2. As at the end of Fiscal Year , the Recipient is forecasting total Eligible Project Expendi-
tures of $ by the Project Completion Date [NTD: not required for final Fiscal Year].
3. 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.
4. I have reviewed the activities of the Recipient with a view of determining whether during
Fiscal Year the Recipient has observed each of the covenants and conditions in the
Agreement. I confirm that to the best of my knowledge and belief the Recipient has ob-
served each of the covenants and conditions.
5. On and as of the date hereof, all representations and warranties contained in Article 7 of
the Agreement are true and correct.
The undersigned has signed this certificate on this day of , 202.
Per:
[insert name and title of senior officer]
36
SCHEDULE “E”
REQUEST FOR DISBURSEMENT
Date:
Fiscal Year:
To:
Minister of Economic Development, Job Creation and Trade (“Ontario”)
Southwestern Ontario Development Fund
Funding Administration Branch
Program Operations Unit 10 Dundas St. E., 8th Floor
Toronto, ON M7A 0B2
Attention: Manager, Program Operations Unit
From: The Corporation of the Town of Tillsonburg (the “Recipient”)
Re: Agreement between Ontario and the Recipient effective June 18, 2020 (the
“Agreement”)
____________________________________________________________________________
Except as otherwise defined herein, all capitalized terms shall have the meanings given to them
in the Agreement.
1. I, [insert name and title of senior officer] of the Recipient, on behalf of the Recipient, hereby
certify without personal liability as follows:
(a) On and as of the date hereof, all representations and warranties contained in Arti-
cle 7 of the Agreement are true and correct.
(b) 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.
(c) On and as of the date hereof, the Recipient is in actual possession of the Project
Site.
(d) On and as of the date hereof, the Recipient has not incurred a cost overrun for the
Project for which the Recipient has not obtained additional financing to pay for any
such cost.
(e) On and as of the date hereof, the Recipient is in compliance with Applicable Laws
as required pursuant to the Agreement.
(f) On and as of the date hereof, no Material Adverse Effect has occurred.
(g) Attached hereto is a Project Status Report, which includes an Eligible Project Ex-
penditures Table which is true and accurate and relates to Eligible Project
Expenditures on account of the Project which have been incurred and paid by the
Recipient during the period commencing and ending . The Eligible Project Ex-
penditures Table in Schedule “C” does not include any Eligible Project
Expenditures incurred and paid to Non-Arm’s Length suppliers. [Note: In the event
37
that there are expenditures paid to Non-Arm’s Length suppliers include the certifi-
cate or invoices required by section 5.6(b)(ii) of the Agreement.]
(h) [NTD: include the following for the second Disbursement] I certify that Eligible
Project Expenditures in the amount of $ have been incurred and paid with respect
to the first Disbursement.
2. I certify that the Disbursement will be used in accordance with the Agreement.
3. I certify that the information provided herein is accurate and is being relied upon to dis-
burse funds in respect of the Grant.
4. I certify that the attached Project Status Report is true and correct.
5. As reflected in the Disbursement Status Table set out below:
(a) The Annual Cap for this Fiscal Year is $.
(b) The Support Earned (as defined in the table below) for this Fiscal Year is $.
(c) The Recipient has an unused Carry Forward Amount from previous Fiscal Years in the
amount of $.
(d) The Recipient hereby requests a Disbursement for this Fiscal Year in the amount of
$.
(e) After the requested Disbursement, the Recipient will have an unused Carry Forward
Amount in the amount of $.
Disbursement Status Table:
Maximum Grant Amount:
Disbursement
Period
Annual Cap
Amount ($)
Eligible Project
Expenditures ($)
Support Earned =
()% x Eligible Pro-
ject Expenditures
Disbursement
Amount
Unused Carry
Forward
Amount
Fiscal Year 1
Fiscal Year 2
Fiscal Year 3
Fiscal Year 4
(Performance
Payment)
Total
The undersigned has signed this certificate on this day of 202.
Per:
[insert name and title of senior officer]
38
SCHEDULE “F”
FINAL CERTIFICATE AND REPORT
DATE:
TO:
Minister of Economic Development, Job Creation and Trade (“Ontario”)
Southwestern Ontario Development Fund
Program Operations Unit
10 Dundas St. E., 8th Floor
Toronto, ON M7A 0B2
Attention: Manager, Program Operations Unit
RE: Agreement between Ontario and The Corporation of the Town of Tillsonburg
(the “Recipient”) effective June 18, 2020 (the “Agreement”)
Except as otherwise defined herein, all capitalized terms shall have the meanings given to them
in the Agreement.
I, [Insert name and title of senior officer] of the Recipient, on behalf of the Recipient, hereby certify
without personal liability as follows:
1. The Recipient has incurred and paid a minimum of $ in total Eligible Project Expenditures.
2. Attached hereto are the final Project Status Report, which is true and accurate, and the Inde-
pendent Auditor’s Report.
3. If applicable, attached hereto are detailed calculations of the Investment Target Clawback in
accordance with the formula set out in Article 4 of the Agreement.
4. On and as of the date hereof, all representations and warranties contained in Article 7 of the
Agreement are true and correct.
5. The total Government Assistance that the Recipient has received or is entitled to receive is in
the amount of $●.
The undersigned has signed this certificate on this day of , 202.
Per: __________________
[insert name of senior officer]
39
SCHEDULE “F-1”
INDEPENDENT AUDITOR’S REPORT
TO:
Minister of Economic Development, Job Creation and Trade (“Ontario”)
Southwestern Ontario Development Fund
Funding Administration Branch
Program Operations Unit
10 Dundas St. E., 8th Floor
Toronto, ON M7A 0B2
Attention: Manager, Program Operations Unit
RE: Agreement between Ontario and The Corporation of the Town of Tillsonburg (the
“Recipient”) effective June 18, 2020 (the “Agreement”)
Except as otherwise defined herein, all capitalized terms shall have the meanings given to them
in the Agreement.
At the request of the Recipient, we have undertaken a reasonable assurance engagement of the
accompanying Schedules (the “Schedules”) relating to the Project for the period [*] to [*]. The
Schedules have been prepared by management of the Recipient based on the Conditions of Sub-
sequent Disbursements (section 5.6) and Final Certificate and Report (section 6.7) provisions of
the Agreement. The Schedules include:
The final Project Status Report (Schedule “C”)
Final Certificate and Report (Schedule “F”)
Each Request for Disbursement (Schedule “E”) submitted per section 5.6(a) of the
Agreement
Management’s responsibility for the Schedules
Management of the Recipient is responsible for the preparation of the Schedules in accordance
with the Conditions of Subsequent Disbursements and Final Certificate and Report provisions of
the Agreement, and for such internal control as management of the Recipient determines is nec-
essary to enable the preparation of the Schedules that is free from material misstatement, whether
due to fraud or error.
Independent practitioner’s responsibility
Our responsibility is to express a reasonable assurance opinion on the Schedules, based on the
evidence we have obtained. We conducted our reasonable assurance engagement in accordance
with Canadian Standard on Assurance Engagements (CSAE) 3000, Attestation Engagements
Other than Audits or Reviews of Historical Financial Information. This standard requires that we
plan and perform this engagement to obtain reasonable assurance about whether the Schedules
are fairly stated, in all material respects.
Reasonable assurance is a high level of assurance, but is not a guarantee that an engagement
conducted in accordance with this standard will always detect a material instance of non-compli-
ance with specified requirements when it exists. Instances of non-compliance can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the decisions of users of our report. A reasonable assurance compliance
reporting engagement involves performing procedures to obtain evidence about management’s
40
statement of the Company’s compliance with specific requirements. The nature, timing and extent
of procedures selected depends on our professional judgement, including an assessment of the
risks of material misstatement of the Schedules, whether due to fraud or error, and requires ob-
taining evidence about the preparation of the Schedules in accordance with the Agreement.
We believe that the evidence we have obtained is sufficient and appropriate to provide for a basis
of our opinion.
Independence and quality control
We have complied with the relevant rules of professional conduct / code of ethics applicable to
the practice of public accounting and related to assurance engagements, issued by various pro-
fessional accounting bodies, which are founded on fundamental principles of integrity, objectivity,
professional competence and due care, confidentiality and professional behaviour.
The firm applies Canadian Standard on Quality Control 1, Quality Control for Firms that Perform
Audits and Reviews of Financial Statements, and Other Assurance Engagements and, accord-
ingly, maintains a comprehensive system of quality control, including documented policies and
procedures regarding compliance with ethical requirements, professional standards and applica-
ble legal and regulatory requirements.
Opinion
In our opinion, the Schedules of the Recipient for the period from to , are prepared, in all
material respects, in accordance with the Agreement.
Cumulative Jobs of [*insert number] have been achieved for the period between and .
Total Eligible Project Expenditures of [*insert number] have been achieved for the period between
and .
Actual Final Year Payroll Achieved is [$***].
Purpose of statement and restriction on distribution and use
This report is prepared to assist the Recipient to comply with the financial reporting provisions of
the Agreement. As a result, the report may not be suitable for another purpose. Our report is
intended solely for the Recipient and Ontario and should not be distributed to or used by parties
other than the Recipient and Ontario.
[Practitioner's signature]
[Date]
[Practitioner's address]
41
SCHEDULE “G”
POST-PROJECT ANNUAL REPORT
DATE:
TO:
Minister of Economic Development, Job Creation and Trade (“Ontario”)
Southwestern Ontario Development Fund
Funding Administration Branch
Program Operations Unit
10 Dundas St. E., 8th Floor
Toronto, ON M7A 0B2
Attention: Manager, Program Operations Unit
RE: Agreement between Ontario and The Corporation of the Town of Tillsonburg (the
“Recipient”) effective June 18, 2020 (the “Agreement”)
Except as otherwise defined herein, all capitalized terms shall have the meanings given to them
in the Agreement.
The Recipient has achieved the following results for the Post-Project Fiscal Year ended [insert
date]:
Performance Measure Fiscal
Year 1
Fiscal
Year 2
Fiscal
Year 3
Fiscal
Year 4
Number of private sector jobs impacted by the Project
Number of economic development partners engaged in the Project.
New private sector investment stimulated by the Project ($)
Investment in economic assets ($)
Number of innovations/new processes introduced
For each of the Performance Measures listed above, provide a description of the outcomes to
date.
Per: ___________
[insert name and title of senior officer]