3956 Schedule 'A' - Collaboration Agreement between the Town of Tillsonburg and MAPMEMORUNDUM OF UNDERSTANDING
Between:
Manufacturing Accelerator Program m
MAP (Manufacturing Acc.eleration Program) Program Canada represented by
lsah International B.V.
AND
The Corporation of the Town of Tillsonburg
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MEMORANDUM OF UNDERSTANDING
Between:
MAP (MANUFACTURING ACCELERATOR PROGRAM) PROGRAM CANADA HEREIN
REFERRED TO AS MAP1M; REPRESENTED BY
lsah International El.V.
Droogdokkeneiland 11
Til burg
5026SP
The Netherlands
And,
THE CORPORATION OF THE TOWN OF TILLSONBURG
HEREINAFTER REFERRED TO AS TILLSONBURG
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Whereas
1, Definitions
2. Interpretation
CONTENTS
3. Duration of the Memorandum of Understanding
4. Duties and responsibilities of MAP
5. Duties and Responsibilities of Tillsonburg
6. Financial Implications
7. Termination of the Memorandum of Understanding
8. General provisions
9. Domicilium Citandi at Executandi
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WHEREAS
A. The Town of Tillsor\burg's approved Economic Development Strategy identifies the need to
support the development of manufacturing clusters In order to create the desired future state
formanufacturing in the Town ofTillsonburg;
AND WHEREAS a cluster is defined as:
a network of i~terdependent firms Involved In buyer/supplier relationships, knowledge-
producing agents (universities, research laboratories, scientific consultants) and bridging
agents linked in a value added production chain;
AND WHEREAS cluster Initiatives Identified in the strategy include, but are not limited to:
• Developing an on-going outreach and visitation program;
• Evaluate best pl"!lctices in clUster networks;
• Organizing Independent and/or participating in provincial and federal missions (e.g.
Team Ontario, Team Canada, etc) to countries in which the Town of Tillsonburg's
clusters are represented and which the Town may offer unique advantages for firms
wishing to expand internationally;
AND WHEREAS a key aspect of cluster development is that it be led by the private sector
with support. and collaboration with governm10nt;
AND WHEREAS the goal of the Town of Tillsonburg is to ensure that local companies are
strategically positioned for innovation and growth in the interests of a prospering Canada.
B. MAP""'s intention is to assist with the provision of the practical tools necessary to realise the
mutual Intents of the Town of Tillsonburg and MAP1M. MAPTM's mission iS t.o facilitate growth
by raising the competitiveness and profitability of individual manufacturing companies by
defining clear and distinctive business strategies and knowledge transfer, and by focusing on
innovation .in products, processes and markets. MAPTM works towards continuous
development of the knowledge and skills of management and employees, and supports
operational processes with modern, industry-specific information management systems.
NOW THEREFORE THE PARTIES AGREE AS. FOI.,LOWS:
To enter into a collaboration arrangement from November first 2015 up to and including 31
December 2018, or when duly executed by both parties, with the intention of preparing a
cluster of Manufacturing Excellence of at least 15-20 local companies (in batches of 5
companies) within the Town of Tlllsonburg and area for local excellence and global
competitiveness by Implementing the MAPTM Program in their businesses. This will enable
those businesses to become more efficient in their processes and more profitable, thereby
enhancing the manufacturing Industry as a whole and inevll!)bly creating jobs as business
expand to meet the demands of their growing customer base.
Tillsonburg will jointly with MAPTM promote the MAP1Mprogram to its companies in order to
provide a practical S!!tvice witn a fast return on investment that will improve productivity and
streamline processes In the Interest of reviving the manufacturing and engineering sectors in
Canada. Promotion will be done with online media; newsletters, and reference stories
(testimonials).
MAP will facilitate knowledge transfer betWeen organisations. and international best
practices including regular CEO Update Briefings, reciprocal trade events and visits;
MAP will help the Town of Tillsonburg to create a framework for succession planning for
their manufacturing companies.
MAP and Tillsonburg will facilitate the participating companies to benefit from grants,
incentives and funding possibilities as much as possible.
Overall Milestones of this collaboration are:
Year 1 (2015/2016) 10 Companies engaged with MAP and 3 Reference Cases
Year 2 (/2017) Trade Mission to the NUEU
Year 3 (2018) Established relationships .between companies (trade and/or
investment)
1. DEFINITIONS
1.1 "MAprM• means Manufacturing Accelerator Program
1.2 'Tillsonburg" means-The Corporation of the Town of Tlllsonburg
1.3 "Memorandum of Understanding" means this Memorandum of Understanding as signed by
MAPTM's authorised representatives and Tlllsonburg's au1horized representatives.
1.4 "Parties" rneans MAPTM and the Corporation of the Town of Tillsonburg.
2. INTERPRETATION
2.1 In this Memorandum of Understanding, e~cept where the context otherwise requires:
• The masculine includes the feminine;
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The singular includes the plural;
References to a natural person include a body corporate, firm or association .
The head notes to the clauses of the .Memorandum of Understanding are lncludect for
reference purposes only and shalf not affect the interpretation of the provisions to which they
relate.
Words and phrases defined In any clause shall bear the meanings assigned thereto .
The various parts of the memonmdum of understanding are severable and may be
interpreted as such.
3. DURATION OF THE MEMORANDUM OF UNDERSTANDING
3.1. This Memorandum of Understanding will come into effect on November 1'' 2015, or when duly
executed by both parties, up to and including 31 December 2018 {3 years).
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4.2
4.3
4.4
5.
5.1
5.2
5.3
DUTIES AND RESPONSIBILITIES OF TILLSONBURG
Refer relevant companies to MAPTM for consultation.
Tillsonburg Will consolidate the reports provided py memller companies and MAPTM in order
to report effectively to the relevant stakeholders. These reports will be used to conduct
impact assessments.
Maintain an updated database of manufacturing and engineering companies and to provide
MAPTM with contact details thereof.
Jointly with MAPTM hast events which il1form members of International trends and relevant
information.
DUTIES AND RESPONSIBILITIES OF MAPTM
Conduct maturity level assessments of manufacturing companies in the Town of Tillsonburg.
Collaborate with the Town of Tillson burg in facilitating financial assistance for those who may
require it.
MAPTM will provide Tillsonburg with standardised reports at regular Intervals {to be agreed
upon) regarding the status and progress of the implementations.
6. FINANCIAL IMPLICATIONS
The parties agree hereto that this agreement does not create any financial obligations for
any of the parties and that any future financial contributions or cost-sharing are at the sole
and absolute discretion of either party as agreed to at that time.
7. TERMINATION OF THE MEMORANDUM OF UNDERSTANDING
7,1 Notwithstanding anything to the contrary contained in clause 3 of the Memorandum of
Understanding and subject to the "non-performance" provision as set out in clause 7 .. 2 below,
either Party to the Memorandum of Understanding may at any time during the term thereof;
terminate the Memorandum of Understanding for convenience or In the event of any force
majeure interrupting the daily operations of any of the parties hereto for a sustained period
exceeding 60 days, by giving 1 month written notice to the o(her party.
7.2
7.3
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In the event of an alleged breach by any of the contracting parties, a fourteen day written notice
period shall be granted to the alleged offending party by the aggrieved party for correction after
breach of the agreement. If the alleged breach has not been resolved, any of the parties may
declare a dispute and the matter referred and resolved as contemplated in clause 7.3 below.
Should any dispute arise regarding the interpretation or otherwise arising from this agreement
then any of the parties may refer the matter to a mutually and legally binding arbitration tribunal,
to be agreed upon by b.oth parties, and headed by a person agreed to by both parties.
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8. GENERAL PROVISIONS
8.1 This Memorandum of Understanding constitutes the entire agreement betWeen the parties and
no amendment, v11riation or alteration to any of the terms and conditions of the Memorandum of
Understanding shall be of any force or effect unless reduced to writing and signing by both
parties.
8;2 The interpretation of this Memorandum of Understanding shall be governed by the laws and
legal principles of the Province of Ontario anct Canada.
8.3 In the event of any legal proceedings arising from the provisions of this Memorandum of
Understanding, the jurisdiction of Ontario shall govern.
9. OOMICILIUM CITANDI ET EXECUTANDI (NOTICE)
Written nolice required by this MOU shall be given as follows.
In respect to MAP'M:
MAP Program Canada
2680 Matheson Blvd E., Suite #102,
Mississauga, Ontario L4W OA5
Canada
lsah International B.V.
Droogdokkeneiland 11
Tilburg
5026 SP
The Netherlands
In respect to Tillsonburg:
7
200 Broadway, 2nd Floor, Suite 204
Tillsonburg
Ontario N4G 5A7
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In witness whereof the parties have executed this Memorahdum of Understanding dated at
Tillsonburg this __ day of October, 2015
SiGNED, SEALED AND
l)ELIVERED In the
Presence of
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THECORPOR
TOWN OF
) Stephen Molnar
MAYOR
NOFTHE
ONBURG
· ) I have the authority to bind the corporation
DATE
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Dcl--L.3 J ( ') I
Donna Wilson
CLERK DATE
I have the authority to bind the corporation