The URL can be used to link to this page

180301 Council AGDTable of Contents Agenda 4 Minutes of the Council Meeting of February 12, 2018 180212 Council MIN 14 CL 18-10, 2018 Citizen of the Year CL 18-10 2018 Citizen of the Year 28 Application for Minor Variance- Curtis-Wilcox, A-01/18, 83 Rolph Street A-01/18 Report 30 Report Attachments 34 Application A-01/18 37 Application for Consent/ Minor Variance - B17-73-7 & A17-11-7, 159 Quarter Town Line B17-73-7 Report 41 Report Attachments 49 Application B17-73-7 & A17-11-7 52 CL18-09, Smart Cities Challenge Committee Appointment CL 18-09 Smart Cities Challenge Committee Appointment-Open 57 CL 18-11, Tillsonburg Procedural By-Law CL 18-11 Procedural By-Law 59 By-Law 4173, Tillsonburg Procedural By-Law 62 By-Law 4173 Appendix A 104 CL 16-20 Procedural By-Law 105 DCS 18-06, Animal Control By-Law Amendment – Muzzle Orders DCS 18-06 Animal Control By-Law Amendment ? Muzzle Orders 107 By-Law 4169- Animal Control By-Law Amendment 111 DCS 18-02, Surplus Land Declaration – 58 Brock St E Report DCS 18-02 113 DCS 18-08, Community Improvement Plan Application – 253 Broadway Report DCS 18-08 118 Application 122 DCS 18-09, Community Improvement Plan Application – 20 Vance Dr Report DCS 18-09 129 Application 132 DCS 18-11, Partner Agreement – Electric Vehicle Charging Station Report DCS 18-11 139 County Report CAO 18-03 142 Partner Agreement 146 Schedule B to Agreement 153 1 DCS 18-12, Funding Agreement – Rural Economic Development Program Report DCS 18-12 155 Application 157 Contribution Agreement 177 FIN 18-04, 200 Broadway Lease Extension FIN 18 - 04 200 Broadway Lease Extension 211 Lease Extension Agreement 213 OPS 18-03, Results for Tender RFT 2018-002 Concession Street East Reconstruction OPS 18-03 Results for Tender RFT 2018-002 Concession Street East Reconstruction 222 Committee Minutes 180207 Special Awards MIN 225 180109 Fire Strat Planning Committee MIN 228 Development Committee Minutes dated February 5, 2018 180205 Development Committee MIN 230 Tillsonburg BIA Board Minutes 170110 BIA MIN 232 170214 BIA MIN 237 170321 BIA MIN 241 170509 BIA MIN 246 170613 BIA MIN 249 170912 BIA MIN 252 171010 BIA MIN 259 171114 BIA MIN 263 By-Law 4173, Tillsonburg Procedural By-Law By-Law 4173, Tillsonburg Procedural By-Law 267 By-Law 4173 Appendix A 309 By-Law 4169, Animal Control By-Law Amendment 4169- Animal Control By-Law Amendment 310 By-Law 4174, To Authorize a Lease Extension and Amending Agreement with SBLP By-law 4174 Lease Extension & Amending Agreement (Mall)312 By-Law 4174 Lease Extension Agreement 313 By-Law 4175, To Authorize an Agreement with the Province of Ontario (RED) By-law 4175 Authorize RED Agreement 322 RED4-08202 CA 323 By-Law 4176, To Authorize a Partner Agreement with the County of Oxford for a Vehicle Charging Station By-law 4176 Partner Agreement - Charging Station Oxford County 357 By-Law 4176 Partner Agreement - County Charging Station 358 2 By-Law 4177, To Confirm the Proceedings of the Council Meeting of March 1, 2018 By-law 4177 Confirming Mar 1, 2018 365 3 = 1. Call to Order 2. Closed Session Proposed Resolution #1 Moved By: Seconded By: THAT Council move into Closed Session to consider: 1. personal matters about an identifiable individual, including municipal or local board employees (Appointment to Smart Cities Challenge Committee) 3. Adoption of Agenda Proposed Resolution #2 Moved By: Seconded By: THAT the Agenda as prepared for the Council meeting of Thursday, March 01, 2018, be adopted. 4. Moment of Silence 5. Disclosures of Pecuniary Interest and the General Nature Thereof 6. Adoption of Council Minutes of Previous Meeting 6.1. Minutes of the Meeting of February 12, 2018 180212 Council MIN The Corporation of the Town of Tillsonburg COUNCIL MEETING Thursday, March 01, 2018 6:00 PM Council Chambers 200 Broadway, 2nd Floor AGENDA 4 Council Meeting – Agenda - 2 - Proposed Resolution #3 Moved By: Seconded By: THAT the Minutes of the Council Meeting of February 12, 2018 be approved. 7. Delegations and Presentations 8. Committee Reports & Presentations 8.1. CL 18-10, 2018 Citizen of the Year Presenter: Matthew Scholtz, Chair, Special Awards Committee 8.1.1. CL 18-10 2018 Citizen of the Year Proposed Resolution #4 Moved By: Seconded By: THAT Council receives Report CL 18-10, 2018 Citizen of the Year; AND THAT Council supports the recommendations of the Special Awards Committee; AND FURTHER THAT the 2018 Citizen of the Year event shall be a separate event held at a Town facility in May or June; AND FURTHER THAT the Committee will be the decision making body for the award with a budget of _______ for the event. 9. Public Meetings Proposed Resolution #5 Moved By: Seconded By: THAT Council move into the Committee of Adjustment to hear applications for Minor Variance. 9.1. Application for Minor Variance- Curtis-Wilcox, A-01/18, 83 Rolph Street A-01/18 Report Report Attachments Application A-01/18 5 Council Meeting – Agenda - 3 - Proposed Resolution #6 Moved By: Seconded By: THAT the Tillsonburg Committee of Adjustment approves Application File A01-18, submitted by 2117846 Ontario Inc. (Curtis Wilcox), for lands described as Lot 761 and Part of Lots 763 & 764A, Plan 500, in the Town of Tillsonburg, municipally known as 83 Rolph Street, Town of Tillsonburg, as it relates to: 1. Relief from Section 12.2B – Minimum Dwelling Unit Area to permit 9 of the proposed 43 residential apartment units to be a minimum size of 39.76 m2 (428 ft2), in place of the required 55 m2 (592 ft2). Proposed Resolution #7 Moved By: Seconded By: THAT Council move out of the Committee of Adjustment and move back into regular Council session. 10. Planning Applications 10.1. Application for Consent/Minor Variance - B17-73-7 & A17-11-7, 159 Quarter Town Line B17-73-7 Report Report Attachments Application B17-73-7 & A17-11-7 Proposed Resolution #8 Moved By: Seconded By: THAT Council advises Oxford County Land Division Committee that the Town supports Applications B17-73-7 & A17-11-7, subject to the conditions contained in Report CP 2018-28. 11. Information Items 12. Mayor 13. Quarterly Reports 14. Reports from Departments 14.1. Chief Administrative Officer 6 Council Meeting – Agenda - 4 - 14.2. Clerk’s Office 14.2.1. CL18-09, Smart Cities Challenge Committee Appointment CL 18-09 Smart Cities Challenge Committee Appointment-Open Proposed Resolution #9 Moved By: Seconded By: THAT Council receives Report CL 18-08, Smart Cities Challenge Committee Appointment; AND THAT _____________________ be appointed as the Tillsonburg representative on the Oxford Municipal Partners Smart Cities Challenge Committee. 14.2.2. CL 18-11, Tillsonburg Procedural By-Law CL 18-11 Procedural By-Law By-Law 4173, Tillsonburg Procedural By-Law By-Law 4173 Appendix A CL 16-20 Procedural By-Law Proposed Resolution #10 Moved By: Seconded By: THAT Council receives Report CL 18-11, Procedural By-Law; AND THAT By-Law 4173, Tillsonburg Procedural By-Law, be brought forward for Council consideration, for first and second reading. 14.3. Development and Communication Services 14.3.1. DCS 18-06, Animal Control By-Law Amendment – Muzzle Orders DCS 18-06 Animal Control By-Law Amendment Muzzle Orders By-Law 4169- Animal Control By-Law Amendment Proposed Resolution #11 Moved By: Seconded By: THAT Council receives Report DCS 18-06, Animal Control By-Law Amendment – Muzzle Orders, as information; AND THAT By-Law 4169, to amend By-Law 3507, Animal Care and Control, to include a provision for muzzle order hearings and appeals, be brought forward for Council consideration; 7 Council Meeting – Agenda - 5 - AND THAT staff advertise for a community member for the Muzzle Order Appeal Committee for Council Appointment. 14.3.2. DCS 18-02, Surplus Land Declaration – 58 Brock St E Report DCS 18-02 Proposed Resolution #12 Moved By: Seconded By: THAT Council receives Report DCS 18-02 Surplus Land Declaration – 58 Brock Street East; AND THAT the property described as Part of Lot 1187 and 1188, Plan 500, designated as Part 3, on Reference Plan 41R5389, be declared surplus to the needs of the Town of Tillsonburg in accordance with Bylaw 3549 – Sale of Real Property Policy subject to: - Rezoning of the property by the Town from Open Space 1 to zoning suitable for development; - Preparation and approval of a Record of Site Condition by the Ministry of Environment and Climate Change; - Advertising in accordance with Town Policy. 14.3.3. DCS 18-08, Community Improvement Plan Application – 253 Broadway Report DCS 18-08 Application Proposed Resolution #13 Moved By: Seconded By: THAT Council receives Report DCS 18-08 Community Improvement Plan Application – 253 Broadway; AND THAT the 253 Broadway property be approved for the Tax Increment Grant Back Program and the Permit Fee Grant Back Program of the Community Improvement Plan, related to enhancements of the property, at the Strategic Level, which offers the following growth related rebates: - Years 1 to 6 - 100% rebate of the incremental tax increase - Year 7 - 80% rebate - Year 8 - 60% rebate 8 Council Meeting – Agenda - 6 - - Year 9 - 40% rebate - Year 10 - 20% rebate - with full property taxes being payable in 2029; and - a 50% rebate of the building permit fees. 14.3.4. DCS 18-09, Community Improvement Plan Application – 20 Vance Drive Report DCS 18-09 Application Proposed Resolution #14 Moved By: Seconded By: THAT Council receives Report DCS 18-09 Community Improvement Plan Application – 20 Vance Drive; AND THAT the 20 Vance Drive property be approved for the Tax Increment Grant Back Program and the Permit Fee Grant Back Program of the Community Improvement Plan, related to enhancements of the property, at the Strategic Level, which offers the following growth related rebates: - Years 1 to 6 - 100% rebate of the incremental tax increase - Year 7 - 80% rebate - Year 8 - 60% rebate - Year 9 - 40% rebate - Year 10 - 20% rebate - with full property taxes being payable in 2029; and, - a 50% rebate of the building permit fees. 14.3.5. DCS 18-11, Partner Agreement – Electric Vehicle Charging Station Report DCS 18-11 County Report CAO 18-03 Partner Agreement Schedule B to Agreement Proposed Resolution #15 Moved By: Seconded By: THAT Council receives Report DCS 18-11 Partner Agreement – Electric Vehicle Charging Station; 9 Council Meeting – Agenda - 7 - AND THAT a by-law be brought forward authorizing the Mayor and Clerk to execute all documents necessary to establish a charging station in Municipal Parking Lot 5B, described as Lot 947, Plan 500, Except Part 1 on Reference Plan 41R-2179 and Part 1 on Reference Plan 41R-2232, in the Town of Tillsonburg. 14.3.6. DCS 18-12, Funding Agreement – Rural Economic Development Program Report DCS 18-12 Application Contribution Agreement Proposed Resolution #16 Moved By: Seconded By: THAT Council receives Report DCS 18-12 Funding Agreement – Rural Economic Development Program; AND THAT a by-law be brought forward authorizing the Mayor and Clerk to enter into an agreement with the Province of Ontario to enable funding for the Manufacturing Acceleration Program. 14.4. Finance 14.4.1. FIN 18-04, 200 Broadway Lease Extension FIN 18 - 04 200 Broadway Lease Extension Lease Extension Agreement Proposed Resolution #17 Moved By: Seconded By: THAT Council receives FIN 18-04, 200 Broadway Lease Extension; AND THAT By-law 4174 to amend By-law 3766 to extend the lease for space at 200 Broadway, Tillsonburg between the Town of Tillsonburg and SBLP Tillsonburg Town Centre Inc., be brought forward for Council Consideration. 14.5. Fire and Emergency Services 14.6. Operations 14.6.1. OPS 18-03, Results for Tender RFT 2018-002 Concession Street East Reconstruction 10 Council Meeting – Agenda - 8 - OPS 18-03 Results for Tender RFT 2018-002 Concession Street East Reconstruction Proposed Resolution #18 Moved By: Seconded By: THAT Council receives Report OPS 18-03, Results for Tender RFT2018-002 Concession Street East Reconstruction; AND THAT Council awards Tender RFT2018-002 to Viewcon Construction Ltd. of Woodstock, ON at a cost of $1,078,854.26 (net HST included), the lowest bid received satisfying all Tender requirements; AND THAT Council authorizes the use of up to $35,000 from the Asset Management Reserve towards this project. 14.7. Recreation, Culture & Park Services 15. Unfinished Business 16. Staff Information Reports 17. Committee Minutes & Reports 17.1. Committee Minutes 180207 Special Awards MIN 180109 Fire Strat Planning Committee MIN 180205 Development Committee MIN Proposed Resolution #19 Moved By: Seconded By: THAT Council receives the Special Awards Committee minutes dated February 7, 2018; the Fire Strategic Planning Committee minutes dated January 9, 2018; and the Development Committee minutes dated February 5, 2018, as information. 17.2. Tillsonburg BIA Board Minutes 170110 BIA MIN 170214 BIA MIN 170321 BIA MIN 170509 BIA MIN 11 Council Meeting – Agenda - 9 - 170613 BIA MIN 170912 BIA MIN 171010 BIA MIN 171114 BIA MIN Proposed Resolution #20 Moved By: Seconded By: THAT Council receives the Tillsonburg BIA Board Minutes dated January 10, 2017, February 14, 2017, March 21, 2017, May 9, 2017, June 13, 2017, September 12, 2017, October 10, 2017 and November 14, 2017, as information. 18. Notice of Motions 18.1. Notice of Motion for which Previous Notice was Given Moved by: Councillor Adam THAT a staff report be prepared for the Council Meeting of Thursday, March 1, 2018 regarding governance options for the CT Pilot Project Steering Committee moving forward after the March 31, 2018 deadline; AND THAT multiple options be presented to Town Council, including, but not limited to, being elevated to official Town status, becoming an advisory committee, and creating a transportation board; AND FURTHER THAT increased participation amongst community members and organizations be promoted and pursued, in order to help support and guide the potential transformation of public transit in town. 19. Resolutions 20. Resolutions Resulting from Closed Session 21. By-Laws By-Laws from the Meeting of Thursday, March 01, 2018 21.1. Proposed Resolution #21 Moved By: Seconded By: THAT By-Law 4173, Tillsonburg Procedural By-Law, be read for a first and second reading. By-Law 4173 Appendix A 12 Council Meeting – Agenda - 10 - 21.2. Proposed Resolution #22 Moved By: Seconded By: THAT By-Law 4169, Animal Control By-Law Amendment; By-Law 4174, To Authorize a Lease Extension and Amending Agreement with SBLP Agreement; By-Law 4175, To Authorize an Agreement with the Province of Ontario (RED) Agreement; and By-Law 4176, To Authorize a Partner Agreement with the County of Oxford for a Vehicle Charging Station Agreement, be read for a first, second, third and final reading and that the Mayor and the Clerk be and are hereby authorized to sign the same, and place the corporate seal thereunto. 21.3. Proposed Resolution #23 Moved By: Seconded By: THAT By-Law 4177, To Confirm the Proceedings of the Council Meeting of March 1, 2018, be read for a first, second, third and final reading and that the Mayor and the Clerk be and are hereby authorized to sign the same, and place the corporate seal thereunto. 22. Items of Public Interest 23. Adjournment Proposed Resolution #24 Moved By: Seconded By: THAT the Council Meeting of Thursday, March 01, 2018 be adjourned at _____ p.m. 13 = ATTENDANCE Mayor Stephen Molnar Councillor Max Adam Deputy Mayor Dave Beres Councillor Penny Esseltine Councillor Jim Hayes Councillor Chris Rosehart Councillor Brian Stephenson Staff: David Calder, CAO Donna Wilson, Town Clerk Dave Rushton, Director of Finance/Treasurer Kevin DeLeebeeck, Director of Operations Rick Cox, Director of Recreation, Culture & Parks Jeff Smith, Fire Chief Lana White, Executive Assistant/Deputy Clerk 1. Call to Order The meeting was called to order at 6:00pm. 2. Adoption of Agenda Resolution #1 Moved By: Councillor Rosehart Seconded By: Councillor Hayes THAT the Agenda as prepared for the Council meeting of Monday, February 12, 2018, be adopted. Carried The Corporation of the Town of Tillsonburg COUNCIL MEETING Monday, February 12, 2018 6:00 PM Council Chambers 200 Broadway, 2nd Floor MINUTES 14 Council Meeting – Minutes - 2 - 3. Moment of Silence 4. Disclosures of Pecuniary Interest and the General Nature Thereof There were no disclosures of pecuniary interest declared. 5. Adoption of Council Minutes of Previous Meeting 5.1. Minutes of the Meeting of January 22, 2018, January 29, 2018 and February 1, 2018 180122 Council MIN 180129 Budget Deliberations MIN 180201 Budget Deliberations MIN Resolution #2 Moved By: Councillor Rosehart Seconded By: Councillor Hayes THAT the Minutes of the Council Meeting of January 22, 2018, the Minutes of the Budget Deliberations Meetings of January 29, 2018 and February 1, 2018, be approved. Carried 6. Special meeting of Shareholder Resolution #3 Moved By: Councillor Hayes Seconded By: Councillor Rosehart THAT Council move into a special meeting of the Shareholder of Tillsonburg Hydro Inc. at 6:05 p.m. Carried 6.1. THI Shareholder Update Presented By: Dan Rasokas, Chair, THI 2017 shareholder Update Part II v1.1 Mr. Dan Rasokas, Chair, Tillsonburg Hydro Inc. presented an update to the Shareholder on THI activity. 15 Council Meeting – Minutes - 3 - Mr. Michael Desroches, General Manager, Tillsonburg Hydro Inc. was also in attendance. Opportunity was given for Council to ask questions. Resolution #4 Moved By: Councillor Hayes Seconded By: Councillor Rosehart THAT Council receives the THI Shareholder Update as information. Carried Resolution #5 Moved By: Deputy Mayor Beres Seconded By: Councillor Adam THAT Council move out of the special meeting of the Shareholder of Tillsonburg Hydro Inc. and move back into regular session at 5:43 p.m. Carried Delegations and Presentations 6.2. Memorial Arena Licensing Presented By: Michael Holly, President, Tillsonburg Thunder Senior Hockey Club Delegation Request- Tillsonburg Thunder Hockey- Memorial Arena Licensing Mr. Michael Holly appeared before Council, providing printed material regarding the Licensing of the Memorial Arena. Discussion was held including timing, security, alcohol-free zones. The Director of Recreation, Culture & Parks to prepare a report to Council following the trial period. Resolution #6 Moved By: Deputy Mayor Beres Seconded By: Councillor Adam THAT the Delegation regarding Memorial Arena Licensing be received, as information. 16 Council Meeting – Minutes - 4 - AND THAT the matter be referred to staff for review and a report back to Council for consideration. Defeated Resolution Moved By: Deputy Mayor Beres Seconded By: Councillor Stephenson THAT the Delegation regarding Memorial Arena Licensing be received, as information; ANDTHAT Council authorize the SOP be extended to the tiered seating area in the Memorial Arena on a trial basis for the Tillsonburg Thunder Hockey Club until the end of the season. Carried 6.3. Community Centre Mini Pad Ice Conversion Presented by: Craig Nesplic, TMHI Goalie Coach and Trainer Craig Nesplic Delegation Mr. Craig Nesplic, as well as Mr. Wes Smith, Tillsonburg resident, appeared before Council. The delegation noted concerns with glice, including quality of the surface, equipment upkeep resulting from the surface, air quality, marketing and rental of the mini-pad, and the idea of potential sponsors. Resolution #7 Moved By: Councillor Adam Seconded By: Deputy Mayor Beres THAT the Delegation regarding Community Centre Mini Pad Ice Conversion be received, as information. Carried 17 Council Meeting – Minutes - 5 - Resolution Moved By: Councillor Hayes Seconded By: Councillor Rosehart THAT Council receive an additional report from Staff regarding options and costs to retain or not to retain the ice on the mini ice pad. Carried 7. Committee Reports and Presentations 7.1. Canada 150 Committee Final Report CL 18-06 Canada 150 Update Canada 150 $ Final Report Jami Stephenson, Chair of the Canada 150 Committee, provided a final up-date on the Canada 150 events and budget. Resolution #8 Moved By: Councillor Adam Seconded By: Deputy Mayor Beres THAT Council receives the Canada 150 Committee Final Report as information. Carried 7.2. Supporting federal action on heritage property conservation Presented by: Christine Nagy, Committee Member, Heritage, Beautification and Cemetery Committee CL18-03 Supporting federal action on heritage property conservation Attachment A- CL 18-03 Attachment B- CL18-03 Attachment C- CL18-03 Ms. Christine Nagy presented the Committee’s recommendation to Council. Resolution #9 Moved By: Councillor Esseltine Seconded By: Councillor Stephenson THAT Council receives Report CL 18-03, Supporting Federal action on heritage property conservation, as information; 18 Council Meeting – Minutes - 6 - AND THAT Council supports the recommendations of the Federal House of Commons Standing Committee in Environment and Sustainable Development contained in report 10 regarding the presentation of Canada’s heritage; AND FURTHER THAT Council supports the committee’s recommendation number eleven, a proposed tax credit for restoration and preservation work on buildings listed in the Canadian Register of Historic Places. Carried 7.3. Rolph Street School Façade- Update from the Developer Presented by: Christine Nagy, Committee Member, Heritage, Beautification and Cemetery Committee CL18-04 Rolph Street School Facade- Update from the Developer Proposed Drawings Ms. Christine Nagy appeared before Council to present the Committee’s recommendation. Resolution #10 Moved By: Councillor Esseltine Seconded By: Councillor Stephenson THAT Council receives Report CL 18-04, Rolph Street School Façade- Update, as information; AND THAT Council supports the recommendations of the Heritage, Beautification and Cemetery Committee to endorse the recommendations presented by the Developer related to external façade at the Rolph Street property. Carried 8. Public Meetings 9. Planning Applications 19 Council Meeting – Minutes - 7 - 10. 2018 Budget 10.1. 2018 Budget and Business Plan Overview 2018 Budget and Business Plan Overview The Director of Finance presented the attached information and took Council’s questions regarding the 2018 Budget. Resolution #11 Moved By: Councillor Stephenson Seconded By: Councillor Esseltine THAT Council receives 2018 Budget Business Plan Overview, as information. Carried Information Items 10.2. Too Far Too Fast Canada Correspondence Too Far too Fast Canada Correspondence Resolution Moved By: Councillor Stephenson Seconded By: Councillor Esseltine THAT Council receives the correspondence form ‘Too Far. Too Fast’, as information. Carried 11. Mayor 11.1. MYR 18-01, Update- County of Oxford MYR 18-01- Update- County of Oxford Resolution #12 Moved By: Councillor Stephenson Seconded By: Councillor Esseltine THAT Council receives report MYR 18-01 as information. Carried 12. Quarterly Reports 20 Council Meeting – Minutes - 8 - 13. Reports from Departments 13.1. Chief Administrative Officer 13.1.1 CAO 18-01, Community Transportation Grant Program – Municipal Stream Application CAO18-01, Community Transportation Grant Program - Municipal Stream Application Community Transportation Grant Program Application Resolution #13 Moved By: Councillor Stephenson Seconded By: Councillor Esseltine THAT Council receives report CAO 18-01, Community Transportation Grant Program; AND THAT Tillsonburg Town Council authorizes the submission to the Ministry of Transportation of a Community Transportation Grant Program Application-Municipal Stream for a Long-distance CT Project; AND THAT Council authorizes the CAO to sign the application form. Carried 13.1.2 CAO 18-02, Request for Proposals - Community Transportation – T:GO Operations – RFP2018-001 CAO18-02- Request for Proposals - Community Transportation ? T:GO Operations ? RFP2018-001 Attachment 1 Attachment 2 Mr. Preston was in attendance to answer questions from Council. The RFP is to come back to Council for review. Staff to provide additional information which includes how defined are the terms of operations, what operational requirements are there for us and other potential investors, who is the evaluation committee. 21 Council Meeting – Minutes - 9 - Resolution #14 Moved By: Councillor Rosehart Seconded By: Councillor Hayes THAT Council receives report CAO 18-02, Community Transportation Request for Proposals – T:GO Operations. Carried 13.2. Clerk’s Office 13.2.1 CL 18-05, Commemorative Naming of the Dog Park CL 18-05 Commemorative Naming Dog Park Resolution #15 Moved By: Councillor Rosehart Seconded By: Councillor Hayes THAT Council receives Report CL 18-05 Commemorative Naming of Tillsonburg Dog Park; AND THAT Council endorses the naming of the Tillsonburg Dog Park to be, “Dave Johnson Memorial Dog Park”, as long as the park remains in its original location AND THAT a public ceremony be held in spring 2018 and that staff work with the Dog Park Committee to plan the event. Carried 13.2.2 CL 18-07, Electronic Participation in a Meeting CL 18-07 Electronic Participation in a Meeting Resolution #16 Moved By: Councillor Hayes Seconded By: Councillor Rosehart THAT Council receives Report CL 18-07, Electronic Participation in a Meeting; AND THAT Council retain the current practice for the Town of Tillsonburg with no allowance for electronic participation in a meeting. Carried 22 Council Meeting – Minutes - 10 - 13.3. Development and Communication Services DCS 18-07 Branded Merchandise – Extension of Purchasing Relationship be received DCS 18-07 Branded Merchandise- Extension of Purchasing Relationship Resolution #17 Moved By: Councillor Hayes Seconded By: Councillor Rosehart THAT Report DCS 18-07 Branded Merchandise – Extension of Purchasing Relationship be received; AND THAT the Town’s purchasing relationship with Talbot Marketing Inc. be extended to March 31, 2019. Carried 13.4. Finance FIN 18-03 2018 Business Plans and Budget FIN 18-03 2018 Business Plans and Budget 2018 Budget Summary Taxation Requirement Finance Business Plan Human Resource Business Plan Operations Business Plan Recreation Culture and Parks Business Plan Fire and Rescue Business Plan Building Planning By-law Business Plan Economic Development and Marketing Business Plan Resolution #18 Moved By: Deputy Mayor Beres Seconded By: Councillor Adam THAT Council receives report FIN 18-03 2018 Business Plans and Budget; AND THAT the 2018 Budget and Business Plans in the amount of $14,815,000 from taxation be adopted; 23 Council Meeting – Minutes - 11 - AND FURTHER THAT a by-law be brought forward setting the 2018 Property Tax Rates at a future council meeting. Carried 13.5. Fire and Emergency Services 13.6. Operations 13.7. Recreation, Culture & Park Services RCP 18-08 Contract Authorization: CIMCO Refrigeration Division of Toromont Industries RCP 18-08 Contract Authorization: CIMCO Refrigeration Division of Toromont Industries CCDC-2 2008 Stipulated Price Contract - Refrig and Mech RCP 17-48 - Implementing an Energy Retrofit at TCC Resolution #19 Moved By: Deputy Mayor Beres Seconded By: Councillor Adam THAT Council receives Report RCP 18-08 Contract Authorization: CIMCO Refrigeration Division of Toromont Industries; AND THAT Council authorize the Mayor and Clerk to sign the contract with CIMCO Refrigeration Division of Toromont Industries for the Refrigeration ($693,700) and Mechanical ($248,100) components of the Tillsonburg Community Centre Energy Retrofit; AND THAT a by-law be brought forward for council consideration. Carried 14. Unfinished Business 15. Staff Information Reports 24 Council Meeting – Minutes - 12 - 16. Committee Minutes & Reports 16.1. Committee Minutes 180109 Special Awards MIN 180123 Accessibility Advisory MIN 170917 Parks & Recreation Advisory MIN 171031 Parks & Recreation Advisory MIN 171128 Parks & Recreation Advisory MIN 180125 Museum MIN 180129 Mem Park Rev Committee 180103 Cultural Advisory MIN Resolution #20 Moved By: Councillor Adam Seconded By: Deputy Mayor Beres THAT Council receives the Special Awards Committee minutes dated January 9, 2018, the Accessibility Advisory Committee minutes dated January 23, 2018, the Parks and Recreation Advisory Committee minutes dated September 17, 2017, October 31, 2017 and November 28, 2017, the Museum Advisory Committee minutes dated January 25, 2018, the Memorial Park Revitalization Subcommittee minutes dated January 29, 2018 and the Cultural Advisory Committee Minutes dated January 3, 2018, as information. Carried 16.2. Tillsonburg Police Services Board Minutes- December 20, 2017 171220 Tillsonburg Police Services Board MIN Resolution #21 Moved By: Councillor Adam Seconded By: Deputy Mayor Beres THAT Council receives the Tillsonburg Police Services Board Minutes dated December 20, 2017, as information. Carried 25 Council Meeting – Minutes - 13 - 16.3. Long Point Region Conservation Authority Minutes 180110 LPRCA MIN 180117 LPRCA MIN Resolution #22 Moved By: Councillor Esseltine Seconded By: Councillor Stephenson THAT Council receives the Long Point Region Conservation Authority Minutes dated January 10, 2018 and January 17, 2018 as information. Carried 17. Notice of Motions Moved by: Councillor Adam THAT a staff report be prepared for the Council Meeting of Thursday, March 1, 2018 regarding governance options for the CT Pilot Project Steering Committee moving forward after the March 31, 2018 deadline; AND THAT multiple options be presented to Town Council, including, but not limited to, being elevated to official Town status, becoming an advisory committee, and creating a transportation board; AND FURTHER THAT increased participation amongst community members and organizations be promoted and pursued, in order to help support and guide the potential transformation of public transit in town. 18. Resolutions 19. Resolutions Resulting from Closed Session 20. By-Laws 20.1. By-Laws from the Meeting of Monday, February 12, 2018 Resolution #23 Moved By: Councillor Esseltine Seconded By: Councillor Esseltine THAT By-Law 4171, To enter into Agreements to Implement the Energy Retrofit at the Tillsonburg Community Centre , be read for a first, second 26 Council Meeting – Minutes - 14 - and third and final reading and that the Mayor and the Clerk be and are hereby authorized to sign the same, and place the corporate seal thereunto. Carried Resolution #24 Moved By: Councillor Stephenson Seconded By: Councillor Esseltine THAT By-Law 4170, to confirm the proceedings of Council at its meeting held on the 12th day of February, be read for a first, second and third and final reading and that the Mayor and the Clerk be and are hereby authorized to sign the same, and place the corporate seal thereunto. Carried 21. Items of Public Interest Working smoking alarms save lives. Reminder to residents to not go around emergency vehicles. Reminder to clear snow from fire hydrants. Family Day activities will occur again this year at the Community Centre. Please note, the next Council Meeting is scheduled for Thursday, March 1, 2018. 22. Adjournment Resolution #25 Moved By: Councillor Stephenson Seconded By: Councillor Esseltine THAT the Council Meeting of Monday, February 12, 2018 be adjourned at 9:58p.m. Carried 27 Report Title 2018 Citizen of the Year Report No. CL 18-10 Author Matt Scholtz, Chair, Special Awards Committee Laura Pickersgill, Legislative Services Coordinator Meeting Type Council Meeting Council Date March 1, 2018 Attachments Page 1 / 2 CL 18-10 2018 Citizen of the Year RECOMMENDATION THAT Council receives Report CL 18-10, 2018 Citizen of the Year; AND THAT Council supports the recommendations of the Special Awards Committee; AND FURTHER THAT the 2018 Citizen of the Year event shall be a separate event held at a Town facility in May or June; AND FURTHER THAT the Committee will be the decision making body for the award with a budget of _______ for the event. OBJECTIVE To receive endorsement from Council on the recommendations from the Special Awards Committee in regards to the 2018 Citizen of the Year event and budget. BACKGROUND Since 1978, the Tillsonburg District Chamber of Commerce has been responsible for the annual call of nominations, selection and presentation of the Citizen of the Year award. In August 2017, the Tillsonburg District Chamber of Commerce passed the following resolution at their meeting. Resolution Moved by: Andrew Burns Seconded by: J. Good “To have the Town run the Citizen of the Year event and Suzanne Renken to lend marketing support”. Carried Subsequent to that resolution, the Special Awards Committee is progressing with the planning of the 2018 Citizen of the Year Event. The Committee is seeking council’s support on the following motion they passed on February 7, 2018 at their committee meeting. 28 Page 2 / 2 Moved by: Mary Anne VanGeertruyde Seconded by: Councillor Stephenson THAT the Special Awards Committee recommends to Council that the Citizen of the Year event: - be held as separate event; - be held during the month of either May or June 2018; - be held at a Town of Tillsonburg facility; - that Council decides the budget; - the committee will be the decision making body for determination of the award winner; - notwithstanding the committee’s selection responsibility of an annual winner, the Council for the Town of Tillsonburg have ultimate discretion on the program and any existing award winners; - that all current recognized recipients by the Tillsonburg District Chamber of Commerce be officially recognized as winners by the Town of Tillsonburg; - continue on with the plaque recognition program; and - that previous nominees be brought forward for 3 consecutive years. Carried The final recommendation is for Council to support the recommendations of the committee and to provide a budget for the event. FINANCIAL IMPACT/FUNDING SOURCE Previously, the catering and associated costs of this event were shared equally between the Tillsonburg District Chamber of Commerce and the Town of Tillsonburg, based on invoicing from the Chamber. Since the Town of Tillsonburg is now responsible for organizing this event the cost will be approximately doubled from previous years. The net cost charged to the Town of Tillsonburg for the 2017 Citizen of the Year event was $359.19. The entire cost of the catering through Chrissy’s Catering was $339.00 and the cost of the award through Red Barn Design Inc. was $379.36. The total amount spent was $718.38 for the Citizen of the Year event held in the year 2017. COMMUNITY STRATEGIC PLAN (CSP) IMPACT Section 1 – Excellence in Local Government 1.3 Demonstrate accountability – Citizens are aware of ongoing Council initiatives 29 Community Planning P. O. Box 1614, 21 Reeve Street Woodstock Ontario N4S 7Y3 Phone: 519-539-9800 • Fax: 519-421-4712 Web site: www.oxfordcounty.ca Our File: A01-18 APPLICATION FOR MINOR VARIANCE TO: Town of Tillsonburg Committee of Adjustment MEETING: March 1, 2018 REPORT NUMBER: 2018-53 OWNER: 2117849 Ontario Inc. Curtis Wilcox PO Box 61 Tillsonburg ON N4G 4H3 REQUESTED VARIANCES: 1. Relief from Section 12.2B – Minimum Dwelling Unit Area to permit 9 of the proposed 43 residential apartment units to be a minimum size of 39.76 m2 (428 ft2), in place of the required 55 m2 (592 ft2). LOCATION: The subject property is described as Lot 761 and Part of Lots 763 & 764A, Plan 500, in the Town of Tillsonburg. The lands are located on the west side of Rolph Street, lying between Brock Street West and Washington Grand Avenue, and are municipally known as 83 Rolph Street. BACKGROUND INFORMATION: COUNTY OF OXFORD OFFICIAL PLAN: Schedule ‘T-1’ Town of Tillsonburg Land Use Plan Entrepreneurial District and Environmental Protection TOWN OF TILLSONBURG ZONING BY-LAW: Special Entrepreneurial Zone (EC-9), with EP2 Overlay SURROUNDING USES: Surrounding land uses to the north, south and east include office and residential uses (single detached dwellings and duplexes, triplexes, and apartments) fronting on Rolph Street, Ridout Street West, Edgewood Drive, and Valleyview Lane. Ravine and valleylands bordering Stony Creek are present to the west. 30 File Number: A01-18 Report Number 2018-53 Page 2 COMMENTS: (a) Purpose of the Application: The applicant has requested relief from the above-noted provision of the Town Zoning By-law to facilitate the development of a 43 unit apartment building in the former Rolph Street Public School. It is proposed that 9 of the 43 units will be smaller than the required 55 m2 (592 ft2) minimum dwelling unit size. The applicant has requested the proposed variance to avoid the need for an addition to the former school, which may impact the historical characteristic of the building. The applicant has indicated that smaller units have been identified as desirable for the seniors market they intend to build for. The applicant has also indicated that there will be both indoor and outdoor common recreational spaces within the building. The subject property is approximately 1.8 ha (4.5 ac) in area, and contains the former Rolph Street Public School. The western portion of the property consists of ravine lands and a former playground which will be used for parking purposes, located on the southern boundary of the site. The subject property also includes a parking lot, containing 14 spaces, located on the west side of Valleyview Lane. Plate 1, Location Map with Existing Zoning and Parcel Lines, shows the location of the subject property and the zoning in the immediate vicinity. Plate 2, 2015 Aerial with Existing Zoning, provides an aerial view of the subject lands and lands in the immediate vicinity. Plate 3, Applicant’s Sketch, shows the proposed layout of the dwelling units. (b) Agency Comments: The application was circulated to a number of public agencies considered to have an interest in the proposal. The following comment was received. The Town Building Services Department commented that the layout of the proposed units meet the requirements of the Ontario Building Code and therefore this department has no concerns. The County of Oxford Public Works Department also indicated that they had no concerns with the proposal. (c) Public Consultation: Public Notice was mailed to surrounding property owners on February 5, 2018. As of the writing of this report, no comments or concerns had been received from the public. (d) Intent and Purpose of the Official Plan: The subject property is designated as Entrepreneurial District according to the County of Oxford Official Plan. The Official Plan states that Entrepreneurial District areas are those lands which feature a range of commercial and business development opportunities through the conversion of existing residential dwellings and new development or redevelopment. It is intended that development in this District will result in a mixture of residential and non-residential land uses and permitted uses may include a range of low density residential uses, office uses, personal 31 File Number: A01-18 Report Number 2018-53 Page 3 services, clinics, studios and commercial schools, as well as minor institutional uses and residential units in association with a commercial, institutional or business use. It is the intent of the Plan that such uses be located in existing buildings in the Entrepreneurial District in order to preserve and maintain many of the large single family dwellings of an earlier era through renovation and recycling of buildings. Section 8.3.2.3.2.1 provides review criteria for the conversion of existing buildings and provides that significant alteration of the residential character of the neighbourhood should be avoided. Planning staff are satisfied that the applicant’s proposal will maintain the intent of the Official Plan as approval of the applicants request will result in the interior conversion of a historic building that will maintain the desired character and aesthetic appeal of the property by avoiding the need for expansions or façade alterations to accommodate additional residential area. The smaller residential units will also provide for an increased diversity of rental housing available in the Town, supporting the goals of the Official Plan Housing policies. (e) Intent and Purpose of the Zoning By-law: The subject lands are zoned ‘Special Entrepreneurial Zone (EC-9)’. This zone permits a wide variety of residential uses, including an apartment dwelling, business/professional offices, and small scale business uses outlined in Section 12.1. A site specific provision for the subject lands was approved by Town Council in May 2017 to allow dwelling units to be located in a basement that has a floor level not more than 1.6 m (5.2 ft) below the adjacent finished grade. The ‘EC-9’ zone also establishes a number of development standards with respect to lot area, frontage and depth based on use. The use of the subject lands for an apartment dwelling appear to meet these provisions. The ‘EC-9’ zone requires apartment dwellings to have a minimum dwelling unit area of 55 m2 (592 ft2) per unit. This is to ensure that dwelling unit sizes are acceptable and comfortable for a variety of occupancy arrangements. The applicant has requested a reduction to this requirement as they have indicated that the dwelling units will be marketed mainly to seniors and the preference for this market is for smaller units in an effort to keep maintenance and home upkeep to a minimum. The subject lands are also effect by the Environmental Protection 2 Overlay. Development within or adjacent to (within 50 m) of lands identified within the EP2 Overlay is generally prohibited, unless an Environmental Impact Study is provided. In this instance, no new development is proposed beyond the extent of the existing building, and therefore an EIS is not required to facilitate the conversion of the property to a residential use. (f) Desirable Development/Use: Planning staff have reviewed that applicant’s request and are of the opinion that the proposal can be considered minor and desirable for the development of the land. As the proposed relief will permit the applicant to develop the required number of units to make the development economically feasible without compromising the character of the building by 32 File Number: A01-18 Report Number 2018-53 Page 4 way of an addition or alteration, staff are satisfied the proposal maintains the intent of the Official Plan. Further, staff are of the opinion that a limited number of smaller dwelling units can be considered appropriate, as this will satisfy a market demand for people who desire smaller living spaces during certain stages of life, and the development will provide additional amenity space in the form of indoor and outdoor common recreation areas. As these units will represent only a small portion of the entire proposal and they will meet Ontario Building Code standards, staff are satisfied that the proposal can be considered desirable development for the land. In light of the foregoing, it is the opinion of this Office that the requested relief is in keeping with the general intent and purpose of the County Official Plan and Town Zoning By-law and should be given favourable consideration. RECOMMENDATION: That the Town of Tillsonburg Committee of Adjustment approve Application File A01-18, submitted by 2117846 Ontario Inc. (Curtis Wilcox), for lands described as Lot 761 and Part of Lots 763 & 764A, Plan 500, in the Town of Tillsonburg, municipally known as 83 Rolph Street, Town of Tillsonburg, as it relates to: 1. Relief from Section 12.2B – Minimum Dwelling Unit Area to permit 9 of the proposed 43 residential apartment units to be a minimum size of 39.76 m2 (428 ft2), in place of the required 55 m2 (592 ft2). As the proposed variance is: (i) a minor variance from the provisions of the Town of Tillsonburg Zoning By-law No. 3295; (ii) desirable for the appropriate development or use of the land; (iii) in-keeping with the general intent and purpose of the Town of Tillsonburg Zoning By-law No. 3295; and (iv) in-keeping with the general intent and purpose of the Official Plan. Authored by: Heather St. Clair, Development Planner Approved for submission by: Eric Gilbert, MCIP, RPP, Senior Planner 33 March 29, 2017 This map is a user generated static output from an Internet mapping site andis for reference only. Data layers that appear on this map may or may not beaccurate, current, or otherwise reliable. This is not a plan of survey Legend 1540 Notes NAD_1983_UTM_Zone_17N 77 Meters Environmental Protection/Flood Overlay Flood Fringe Floodway Environmental Protection (EP1) Environmental Protection (EP2) Zoning Floodlines/Regulation Limit 100 Year Flood Line 30 Metre Setback Conservation Authority Regulation Limit Regulatory Flood And Fill Lines Zoning (Displays 1:16000 to 1:500) 34 March 29, 2017 This map is a user generated static output from an Internet mapping site andis for reference only. Data layers that appear on this map may or may not beaccurate, current, or otherwise reliable. This is not a plan of survey Legend 720 Notes NAD_1983_UTM_Zone_17N 36 Meters Zoning Floodlines/Regulation Limit 100 Year Flood Line 30 Metre Setback Conservation Authority Regulation Limit Regulatory Flood And Fill Lines Zoning (Displays 1:16000 to 1:500) 35 36 000330303 A01-18 37 38 39 40 Report No: CP 2018-28 COMMUNITY PLANNING Council Meeting: March 1, 2018 Page 1 of 8 To: Mayor and Members of Tillsonburg Town Council From: Eric Gilbert, Senior Planner, Community Planning Application for Consent B17-73-7 & A17-11-7 – Taylor Hathaway & Codey Hughes REPORT HIGHLIGHTS  The purpose of this report is to consider an application for consent and minor variance for the purpose of creating a new vacant residential lot.  The lands to be severed and lands to be retained are currently vacant and are proposed to be occupied by single detached dwellings.  Planning staff are recommending approval of the subject application as it is consistent with the Provincial Policy Statement and County Official Plan. DISCUSSION Background OWNERS: Taylor Hathaway & Codey Hughes 34 Hesler Crescent, London, ON N5V 3X1 LOCATION: The subject land is described as Lot 39, Plan 714, Part Lot 8, Concession 12 (Dereham), Tillsonburg. The lands are located at the south west corner of the Dereham Drive/Quarter Town Line intersection and are municipally known as 159 Quarter Town Line in Tillsonburg. COUNTY OF OXFORD OFFICIAL PLAN: Schedule ''T-1" Town of Tillsonburg Land Use Plan Residential Schedule “T-2” Town of Tillsonburg Residential Density Plan Low Density Residential TOWN OF TILLSONBURG ZONING BY-LAW NO.3295: Existing Zoning: Low Density Residential Type 1 Zone (R1) 41 Report No: CP 2018-28 COMMUNITY PLANNING Council Meeting: March 1, 2018 Page 2 of 8 EXISTING USE OF SUBJECT PROPERTY: vacant residential land PROPOSED USES: Lot to be Severed: single detached dwelling Lot to be Retained: single detached dwelling SERVICES: Municipal water and municipal sanitary sewers are available on Quarter Town Line and the extension of Dereham Drive. ACCESS: Paved, Town road (Quarter Town Line & Dereham Drive) PROPOSAL: Area Frontage Depth SEVERED LOT 846 m2 (9,106 ft2) 14.86 m (48.75 ft.) 39.62 m (130 ft.) RETAINED LOT 652 m2 (7,018 ft2) 16.50 m (54.1 ft.) 39.62 m (130 ft.) The applicant proposes to sever a parcel of land having a frontage of 14.86 m (48.75 ft), depth of 39.62 m (130 ft) and an area of 846 m2 (9,106 ft2) for residential purposes and retain a parcel having an area of 652 m2 (7,018 ft2) for similar use. The lands to be severed and retained are currently vacant. It is proposed that single detached dwellings be constructed on the lands to be severed and retained. The application for minor variance proposes to reduce the lot frontage of the requirement for the severed lot as follows: Lot to be Severed By-law Section Required Proposed 6.2 - Lot Frontage 19 m (62.3 ft.) 14.86 m (48.7 ft.) Surrounding land uses fronting on Quarter Town Line are single detached dwellings. Westfield Elementary Public School is located to the west and the Andrews Crossing Residential subdivision is located to the east of Quarter Town Line. Plate 1 - Location Map with Existing Zoning, illustrates the location of the subject lands and the existing zoning in the vicinity. Plate 2 – 2015 Aerial Photograph, illustrates the extent of development on the properties in question. 42 Report No: CP 2018-28 COMMUNITY PLANNING Council Meeting: March 1, 2018 Page 3 of 8 Plate 3 – Applicant’s Sketch, depicts the dimensions and areas of the lands to be severed and retained. This application is being brought to Town Council for a recommendation as required by the adopted Town Policy Regarding New Lot Consent Applications, as approved by Town Council on February 14, 2011. The approved policy requires that any proposal to create a new vacant lot for lands zoned Residential, Institutional, Entrepreneurial, Future Development, or Open Space, requires a report to be provided for Town Council for review and a recommendation for Land Division Committee. Application Review PROVINCIAL POLICY STATEMENT: Section 1.1.1 provides that healthy liveable and safe communities are sustained by accommodating an appropriate range and mix of residential housing (including second units, affordable housing, and housing for older persons) to meet long-term needs, and promoting cost- effective development that minimizes land consumption and servicing costs. Section 1.4.3 directs that planning authorities shall provide for an appropriate range and mix of housing types and densities to meet projected requirements of current and future residents by permitting and facilitating all forms of housing required to meet the social, health, and well-being requirements of current and future residents, including special needs requirements and increasing the supply of affordable housing, and utilizing existing infrastructure and public service facilities. Section 1.1.3.1 of the PPS states that Settlement Areas will be the focus of growth and their vitality and regeneration shall be promoted. Land use patterns within settlement areas shall be based on: • densities and mix of land uses which are appropriate for, and efficiently use the infrastructure and public service facilities which are planned or available; • support active transportation; • efficiently use land and resources; • a range of uses and opportunities for intensification and redevelopment in accordance with the criteria in policy 1.1.3.3, where this can be accommodated. OFFICIAL PLAN: The lot to be retained and lot to be severed are designated 'Low Density Residential' in the County of Oxford Official Plan. Low density residential districts are those lands that are primarily developed or planned for a variety of low-rise, low density housing forms including both executive and smaller single-detached dwellings, semi-detached, duplex and converted dwellings, street-fronting townhouses and other, similar development. Within areas designated Low Density Residential, it is intended that there will be a mixing and integration of different forms of housing to achieve a low overall density of use. The policies of Section 8.2.4.1 (INFILL HOUSING) indicate that in order to efficiently utilize the designated residential land and municipal servicing infrastructure, infill housing will be supported in Low Density Residential Areas. The County Land Division Committee and Town Council will ensure that proposals for infill development are consistent with policies contained in Section 8.2.4.1.1 and 8.2.4.1.4. 43 Report No: CP 2018-28 COMMUNITY PLANNING Council Meeting: March 1, 2018 Page 4 of 8 Official Plan policies respecting Street Oriented Infill permit new residential housing into an established streetscape pattern only if the proposal is deemed to be consistent with the characteristics of existing development on both sides of the street. The policies also require that the proposal is consistent with street frontage, setbacks and spacing of existing development within a two block area on the same street. All infill proposals are subject to the following additional criteria: • the location of vehicular access points, the likely impact of traffic generated by the proposal on Town streets and potential traffic impacts on pedestrian and vehicular safety and surrounding properties is acceptable; • existing municipal services and public facilities will be adequate to accommodate the proposed infill project; • stormwater run-off from the proposal will be adequately controlled and will not negatively affect adjacent properties; • adequate off-street parking and outdoor amenity areas will be provided; • the extent to which the proposed development provides for the retention of any desirable vegetation or natural features that contribute to the visual character of the surrounding area; • the effect of the proposed development on environmental resources and the effects of environmental constraints on the proposed development will be addressed and mitigated; • consideration of the potential effect of the development on natural and heritage resources and their settings; • compliance of the proposed development with the provisions of the Zoning By-Law of the Town and other municipal by-laws. TOWN OF TILLSONBURG ZONING BY-LAW NO. 3295 The subject property is zoned ‘Low Density Residential Type Zone (R1)’ which permits a single detached dwelling and a home occupation. The provisions of the ‘R1’ zone require a minimum lot depth of 32 m (105 ft), and rear yard depth of 12 m (39.4 ft). As the lot to be severed will be considered a corner lot, the required lot frontage is 19 m (62.3 ft), and exterior side yard width is 7.5 m (24.6 ft). Based on the shape of the subject lands, the applicant is proposing a lot frontage for the lot to be severed of 14.86 m (48.7 ft.) Single detached dwellings are permitted in the ‘R1’ zone. The proposed dwelling for the lands to be retained identified on Plate 3 appears to comply with the yard provisions of the ‘R1’ zone. The proposed dwelling on the lot to be severed will require relief of the exterior side yard width (4.15 m from 7.5 m) and increased permitted projection into the required rear yard for a cover patio from 1.5 m to 2.64 m. As the yard provisions noted above will result from the proposed development of the lot and are not directly related to the creation of the severed parcel, any reduction in the standard yard provisions of the Town’s Zoning By-law must be addressed through an application to the Town of Tillsonburg Committee of Adjustment. AGENCY COMMENTS: The applications were circulated to various agencies considered to have an interest in the proposal. 44 Report No: CP 2018-28 COMMUNITY PLANNING Council Meeting: March 1, 2018 Page 5 of 8 The County of Oxford Public Works Department provided the following comments: Public Works has reviewed the above noted Consent and Minor Variance applications, and has the following comment: • Prior to the issuance of building permits (for both the lot to be severed, and the lot to be retained), all financial requirements to the Oxford County Public Works Department must be complied with in respect to the provision of water and wastewater service connections. This condition can be cleared by payment for the required services or by entering into a Severance Agreement with the area municipality. A copy of the DRAFT Severance Agreement, which addresses the above requirements, must be provided to the satisfaction of the County of Oxford Public Works department prior to clearing the condition. Service Connection costs for the proposed lots are as follows: o Lot to be Severed - Fees shall be in accordance with most recent version of Fees & Charges By-Law No. 4889-2007 at time of building permit application. As per 2018 fees: Water Service = Actual Cost* ($ 3,000 min.) Sanitary Sewer Service (Sewer Depth > 3.0 metres) = Actual Cost* * Actual cost for County/Town to install service to property o Lot to be Retained – Fees shall be in accordance with By-Law No. 5463-2013 (for Quarter Town Line and Concession Street Sanitary Sewer Extension Project): Water Service = $ 2,500 Sanitary Sewer Service = $ 5,770.08 • Water Meter & Radio Transmitter - Fees shall be in accordance with most recent version of Fees & Charges By-Law No. 4889- 2007 at time of building permit application. As per 2018 fees: Water Meter (< 25 mm) = $145/lot Radio Transmitter = $115/lot The Town of Tillsonburg Building Services Department provided the following comments: • Subject to approved grading plan; • Subject to site servicing approval; • Subject to entrance approval; • Existing Building Permit 2017-445 will require to be amended to reflect the proposed site plan. • Based on the proposed site plan, a minor variance is also required for the proposed dwelling on the lot to be severed for: o The reduction in exterior side yard width from 7.5 m to 4.15 m; o Increase permitted projection into the required rear yard from 1.5 m to 2.7 m. Tillsonburg Hydro Inc., the Town Engineering Services Department, Oxford County OPP, and Bell Canada indicated that they had no concern or objections with the subject application. PUBLIC CONSULTATION: 45 Report No: CP 2018-28 COMMUNITY PLANNING Council Meeting: March 1, 2018 Page 6 of 8 Notice of the consent application was provided to the public and surrounding property owners on January 29, 2018. No comments were received as of the date of this report. Planning Analysis The application for consent proposes to create a new lot for residential development in Tillsonburg. Planning staff are of the opinion that the proposal will result in an efficient use of municipal services on residentially designated lands in Tillsonburg. In this respect, the development proposal is consistent with the 2014 Provincial Policy Statement regarding intensification and redevelopment within a settlement area. With regard to the relevant Official Plan policies for Low Density Residential areas, an analysis of the existing characteristics of residential development within the immediate area was undertaken by Planning staff. For street-oriented infill development, the policies of Section 8.2.4.1.1 permit such development where the proposal is deemed to be consistent with the characteristics of existing development on both sides of the same street, and is consistent with street frontage, setbacks and spacing of existing development within a two-block area on the same street. In this instance, the subject lands are a vacant lot located in Phase 1 of the Westmount Subdivision (Plan 714), which was approved in 1957 in the former Township of Dereham. Lots within this subdivision plan fronting on Quarter Town Line are characterized by relatively consistent lot frontages. The lots to the north of the subject lands comprise a variety of lot configurations while the lots to the south that have been created more recently exhibit much smaller frontages. Many of the lots which front on other streets in the immediate vicinity of the subject lands are considerably smaller than that proposed by this application. As the lands are a corner lot, Official Plan policy also requires an evaluation of the existing and planned development along Dereham Drive. Planning staff are of the opinion that the subject lands are within a transitional area as smaller lots exist to the east as part of the Andrews Crossing residential plan of subdivision. As noted above, these recently created lots have frontages and lot areas that are smaller than what is being proposed. It is the opinion of staff that the application conforms to the Official Plan policies for infill housing in the Town of Tillsonburg as the property is within a transitional area, representing new and historical development proposed severed parcel and the lot being retained are of a frontage, shape and area generally consistent with the characteristics of development in the immediate area, particularly existing lots and planned development to the east and south. Further, it is the opinion of staff that the applicant’s request to reduce the lot frontage for the severed lands can be considered minor in nature as the subject property is a corner lot, and there is sufficient frontage for parking and amenity areas at the front and exterior side yard of the dwelling. The creation of this infilling lot will facilitate the construction of a single detached dwelling that will be consistent with other new and planned development in this transitional area. No objections with respect to the proposed lot creation were raised during agency circulation. Standard conditions of approval are recommended to ensure an adequate lot grading plan can be achieved, and to ensure matters with respect to the provision of water and wastewater servicing are satisfactorily addressed. In light of the foregoing, it is the opinion of this Office that the proposed severance appears to comply with the policies of the Official Plan and the 2014 Provincial Policy Statement, is 46 Report No: CP 2018-28 COMMUNITY PLANNING Council Meeting: March 1, 2018 Page 7 of 8 acceptable from a planning perspective and can be given favourable consideration subject to a number of conditions. 47 Report No: CP 2018-28 COMMUNITY PLANNING Council Meeting: March 1, 2018 Page 8 of 8 RECOMMENDATION Whereas the variance requested is a minor variance from the provisions of the Town of Tillsonburg Zoning By-law No. 3295, is desirable for the appropriate development or use of the land, buildings or structures, is in keeping with the general intent and purpose of the County of Oxford Official Plan, and is in keeping with the general intent and purpose of the Town of Tillsonburg Zoning By-law No. 3295; and Whereas the proposed severance is consistent with the Provincial Policy Statement, maintains the intent and purpose of the Official Plan, and the lands are appropriately zoned, it is recommended that Town Council advise the Land Division Committee that Council supports the proposal to sever the subject lands, subject to the following conditions: 1. The owners enter into a Severance Agreement with the Town of Tillsonburg, to the satisfaction of the Town of Tillsonburg. 2. The owners shall provide a preliminary lot grading plan for the lot to be severed and the lot to be retained, to the satisfaction of the Town Engineering Department. 3. The County of Oxford Department of Public Works advise the Secretary-Treasurer of the County of Oxford Land Division Committee that all financial requirements of the County of Oxford with respect to provision of water and sewer services to the subject property have been complied with. This condition can be cleared by payment for the required services or entering into a Severance Agreement with the area municipality. A copy of the DRAFT Severance Agreement, which addresses the above requirements, must be provided to the satisfaction of the County of Oxford Public Works department prior to clearing the condition. 4. The Clerk of the Town of Tillsonburg advise the Secretary-Treasurer of the Land Division Committee that all requirements of the Town, financial and otherwise, have been complied with. SIGNATURES Authored by: Eric Gilbert, MCIP, RPP, Senior Planner Approved for submission: Gordon K. Hough, RPP, Director 48 December 28, 2017 This map is a user generated static output from an Internet mapping site andis for reference only. Data layers that appear on this map may or may not beaccurate, current, or otherwise reliable. This is not a plan of survey Legend 870 Notes NAD_1983_UTM_Zone_17N 44 Meters Environmental Protection/Flood Overlay Flood Fringe Floodway Environmental Protection (EP1) Environmental Protection (EP2) Zoning Floodlines/Regulation Limit 100 Year Flood Line 30 Metre Setback Conservation Authority Regulation Limit Regulatory Flood And Fill Lines Zoning (Displays 1:16000 to 1:500) 49 December 28, 2017 This map is a user generated static output from an Internet mapping site andis for reference only. Data layers that appear on this map may or may not beaccurate, current, or otherwise reliable. This is not a plan of survey Legend 440 Notes NAD_1983_UTM_Zone_17N 22 Meters Environmental Protection/Flood Overlay Flood Fringe Floodway Environmental Protection (EP1) Environmental Protection (EP2) Zoning Floodlines/Regulation Limit 100 Year Flood Line 30 Metre Setback Conservation Authority Regulation Limit Regulatory Flood And Fill Lines Zoning (Displays 1:16000 to 1:500) 50 51 52 53 54 55 56 Report Title Smart Cities Challenge Committee Appointment Report No. CL 18-09 Author Laura Pickersgill, Legislative Services Coordinator Meeting Type Council Meeting Council Date March 1, 2018 Attachments Page 1 / 2 CL 18-09 Smart Cities Challenge Committe RECOMMENDATION THAT Council receives Report CL 18-08, Smart Cities Challenge Committee Appointment; AND THAT _____________________ be appointed as the Tillsonburg representative on the Oxford Municipal Partners Smart Cities Challenge Committee. OBJECTIVE To provide Council with the applications submitted in order to appoint a Tillsonburg representative to be part of the Oxford Municipal Partner Smart Cities Challenge Committee. BACKGROUND On January 22, 2018, Mr. Jay Heaman, County of Oxford Manager of Strategic Initiatives, appeared before Council and presented information regarding the Smart Cities Challenge. The challenge is calling on communities from across the country to bring forward their best ideas for improving the lives of their residents through innovation, data and connected technology! Subsequent to this presentation Council passed the following resolution: Resolution #4 Moved by: Councillor Hayes Seconded by: Councillor Rosehart THAT Council supports an Oxford Municipal Partners submission to the Smart Cities Challenge; AND FURTHER THAT Council receives the Infrastructure Canada Smart Cities Challenge presentation as information and will appoint a member at a future date by March 2. Carried Pursuant to the resolution, application notification was posted in the Community Update section of the Tillsonburg newspaper and on the Town of Tillsonburg website. Two applications were received which were provided to Council for consideration. The final recommendation is for Council to appoint an individual as the representative for Tillsonburg on the Oxford Municipal Partners Smart Cities Challenge Committee. 57 Page 2 / 2 FINANCIAL IMPACT/FUNDING SOURCE There are no financial impacts. COMMUNITY STRATEGIC PLAN (CSP) IMPACT Section 1 – Excellence in Local Government 1.3 Demonstrate accountability – Citizens are aware of ongoing Council and County initiatives 58 Report Title Procedural By-Law Amendments Report No. CL 18-11 Author Donna Wilson/Town Clerk Meeting Type Council Meeting Council Date March 1, 2018 Attachments Procedural By-Law Page 1 / 3 CL 18-11 Procedural By-Law RECOMMENDATION THAT Council receives Report CL 18-11 Procedural By-Law Amendments, AND By-Law 4173 Tillsonburg Procedural By-Law be brought forward for council consideration. OBJECTIVE To provide Council with an updated version of the Procedural By-Law that includes the requirements of Bill 68. EXECUTIVE SUMMARY Report CL 16-20 was brought to Council for review at the September 12, 2016 Council Meeting. The version of the procedural by-law provided at that meeting cleaned up some processes that were outdated and did not reflect Council’s current practices. The by-law has also attempted to be more practical in its verbiage, and provide a better flow of information including the roles of council, meeting procedures, order of business and notices. This Report provides a summary of changes required and recommended under the new legislation, Bill 68, Modernizing Ontario’s Municipal Legislation Act 2017. In order to comply with the legislation, the Procedural By-Law has been amended to include: • an updated definition for a “meeting”; • updated criteria for closed session; • to exclude electronic participation in a meeting; • to allow for an alternate member of the upper-tier Council; • to set out the process to fill a vacant seat on Council and to appoint a Deputy Mayor; • the requirement for a written disclosure form; and • additional Delegation requirements after the agenda has been published. 59 Page 2 / 3 BACKGROUND The following additions have been included in the procedural by-law for Council’s consideration. Definition of a Meeting A new definition has been added which complies with the current legislation. The definition was revised to clarify that meetings occur when a quorum of members are discussing or otherwise dealing with a matter that will materially advance the business or decision-making of the organization. The new definition is intended to assist members when attending an event for reasons beyond the business of the municipality (i.e. community event, social gathering). (Page 6 – Section 1.1(9)) New Closed Meeting Exceptions New closed meeting exceptions cover government provided confidential information; a trade secret or scientific, technical, commercial, financial or labour relations information; and finally, to consider a position, plan, procedure, criteria or instruction to be applied to any negotiations carried on or to be carried on by or on behalf of the municipality. (Page 12 – Section 6 ((j)(k)(l)(m) Electronic Participation While Council is not mandated to allow for electronic participation of its members, it will be an option for each Council to determine. Staff have not included a provision to allow for electronic participation during Council meetings as determined during the Council meeting of February 12, 2018. Definition (Page 5 – Section 1.1 (5) & Page 10 – Section 4.3(3)) Temporary Replacement, Member of Upper-tier Council This new provision will allow lower-tiers to appoint one of its lower-tier members as an alternate member of the upper-tier Council, to act in place of a person who is a member of both the lower-tier and upper-tier Councils when the person in unable to attend a meeting of the upper-tier Council for any reason. Only one alternate member per lower-tier municipality can be appointed during the term of Council unless the alternate member’s seat is vacated, at which point another alternate member can be appointed for the remainder of the term. Council appointed an alternate for the remainder of this term at the Council meeting of January 22, 2018. (Page 8 - Section 3.2 (1)(g) and Page 39 - Part 11) Written disclosure Form A new conflict-of-interest framework includes the requirement for municipalities and local boards to establish a public registry of declarations of pecuniary interest made by members which comes into effect on March 1, 2019. Staff has included this requirement in the current procedural by-law in order to transition through future requirements. (Page 17 - Section 6.4 (4) & (5)). 60 Page 3 / 3 Delegations A clause was added to clarify a process for persons wishing to appear as a delegation on a matter that appears on the Council agenda. Anyone wishing to speak to a matter on the Council agenda shall submit a written request no later than 12:00 pm on the day of the Council meeting. The Town Clerk shall compile a Council Delegation Register which shall be circulated to Council prior to the commencement of the meeting. Page 17/18 – Section 6.6 (2) Process to Fill a Vacant Seat on Council and to Appoint a Deputy Mayor Part 10 (Page 38) and Part 12 (Page 41) were added to the procedural by-law to provide a clear process for filling a vacant seat on Council and to appoint a Deputy Mayor to act in the Mayor’s absence. FINANCIAL IMPACT/FUNDING SOURCE None COMMUNITY STRATEGIC PLAN (CSP) IMPACT Section 1 – Excellence in Local Government 1.3 Demonstrate accountability – An up to date procedural By-Law would provide the public with a defined process which adheres to current legislative requirements to ensure accountability and transparency in relation to Tillsonburg’s procedural practices. 61 The Corporation of the Town of Tillsonburg Procedural By-Law By-law 4173 62 TABLE OF CONTENTS PART 1 – INTERPRETATION ..................................................................................... 5 1.1 Definitions ........................................................................................................... 5 1.2 Number and Gender ........................................................................................... 7 1.3 Headings ............................................................................................................ 7 1.4 Legislation .......................................................................................................... 7 1.5 General Meeting Procedure ................................................................................ 7 1.6 Short Title ........................................................................................................... 7 PART 2 – EFFECT ....................................................................................................... 7 PART 3 – ROLE OF COUNCIL AND MAYOR ............................................................. 8 3.1 Role of Council ................................................................................................... 8 3.2 Role of Mayor ..................................................................................................... 8 3.3 Duty of Members ................................................................................................ 9 PART 4 – COUNCIL MEETINGS ............................................................................... 10 4.1 Meeting Place ................................................................................................... 10 4.2 Inaugural Meeting of Council ............................................................................ 10 4.3 Regular Council Meetings ................................................................................. 10 4.4 Special Council Meetings .................................................................................. 11 4.5 Closed Council Meetings .................................................................................. 11 4.6 Meeting Agendas .............................................................................................. 13 4.7 Meeting Minutes ............................................................................................... 13 PART 5 – GENERAL MEETING PROCEDURES ...................................................... 14 5.1 Open Meetings ................................................................................................. 14 5.2 Quorum ............................................................................................................ 14 5.3 Electronic Participation ..................................................................................... 14 PART 6 – ORDER OF PROCEDURE FOR REGULAR AND SPECIAL COUNCIL MEETINGS ................................................................................................................. 15 6.1 Order of Business ............................................................................................. 15 63 6.2 Opening Procedure ........................................................................................... 16 6.3 Adoption of Agenda .......................................................................................... 16 6.4 Disclosure of Pecuniary Interest ....................................................................... 16 6.5 Public Meetings ................................................................................................ 17 6.6 Delegations .......................................................... Error! Bookmark not defined. 6.7 Information Items/Correspondence ................................................................... 19 6.8 Staff Reports or Requests for Staff Reports ...................................................... 19 6.9 Consideration of Committee Minutes and Recommendations ........................... 20 6.10 Motions/Notice of Motions ................................................................................. 20 6.11 By-laws ............................................................................................................. 20 6.12 Items of Public Interest ..................................................................................... 21 6.13 Confirm Proceedings By-law ............................................................................. 22 6.14 Adjourn ............................................................................................................. 22 PART 7 – ORDER OF PROCEDURE FOR CLOSED COUNCIL MEETINGS ........... 22 7.1 Meeting Agenda for Closed Council Meetings .................................................. 22 7.2 Opening Procedure for Closed Council Meetings ............................................. 22 7.3 Disclosure of Pecuniary Interest at Closed Council Meetings ........................... 23 7.4 Procedures for Closed Council Meetings .......................................................... 23 PART 8 – RULES OF PROCEDURE FOR COUNCIL MEETINGS ............................ 24 8.1 Duties of the Presiding Officer .......................................................................... 24 8.2 Rules of Decorum ............................................................................................. 24 8.1 Rules Respecting the use of Electronic Devices by the Public .......................... 26 8.2 Rules of Procedure Respecting Motions ........................................................... 26 8.3 Rules of Procedure Respecting Reconsideration .............................................. 29 8.4 Voting on Motions ............................................................................................. 30 8.5 Rules of Debate ................................................................................................ 31 8.6 Point of Order ................................................................................................... 33 8.7 Point of Personal Privilege ................................................................................ 34 8.8 Expulsion for Improper Conduct ....................................................................... 35 8.9 Suspension of the Rules ................................................................................... 35 64 PART 9 – NOTICE ..................................................................................................... 36 9.1 Purpose ........................................................................................................... 36 9.2 Notice of Council Meetings ............................................................................... 36 9.3 Notice of Proposed Municipal Action .............................................................. 37 9.4 Notice – General ............................................................................................. 37 PART 10 – PROCESS TO FILL A VACANT SEAT ON COUNCIL ........................... 38 10.1 Process to Fill a Vacant Seat on Council.......................................................... 38 PART 11 – PROCESS TO APPOINT AN ALTERNATE MEMBER ........................... 39 11.1 Upper-Tier Alternate Member ........................................................................... 39 PART 12 – PROCESS TO APPOINT A DEPUTY MAYOR ....................................... 41 13.1 Deputy Mayor Position ................................................................................... 41 PART 13 - GENERAL PROVISIONS ......................................................................... 41 13.1 Conflict with other Acts ................................................................................... 41 13.2 Severability ..................................................................................................... 41 13.3 Amendment .................................................................................................... 41 13.4 Repeal ............................................................................................................ 42 13.5 Force and Effect ............................................................................................... 42 65 Procedural By-law No. 4173 Page 5 The Corporation of the Town of Tillsonburg By-law 4173 Procedural By-law A By-Law to Provide Rules Governing the Calling, Place and Proceedings of Meetings of Council, Local Boards and Committees and the Conduct of its Members WHEREAS Section 238 (2) of the Municipal Act, 2001, S.O. 2001. c. 25, as amended (the “Municipal Act”) requires that every municipality pass a procedure by-law for governing the calling, place and proceedings of meetings; NOW THEREFORE, the Council of The Corporation of the Town Tillsonburg hereby enacts as follows: PART 1 – INTERPRETATION 1.1 Definitions Where a word is used in this By-law with its first letter capitalized, the term is being used as it is defined in this section. Where a word appears in ordinary case, its regularly applied meaning in the English language is intended. (1) “Chief Administrative Officer” means the Chief Administrative Officer of the Town of Tillsonburg, as referred to in Section 229 of the Municipal Act. (2) “Town Clerk” means the Municipal Town Clerk of the Town of Tillsonburg as appointed pursuant to Section 228 of the Municipal Act. (3) “Committee” means any standing, advisory or other committee, subcommittee or similar entity established by Council. (4) “Council” means the Municipal Council of the Town of Tillsonburg. (5) “Electronic Participation” means that a member of council, a local board or committee of either of them, can participate electronically in a meeting which is open to the public to the extent and in the manner set out in the by-law. The member shall not be counted in determining whether or not a quorum of members is present at any point in time. Electronic participation by a member of council, local board or committee of either of them shall not be permitted for closed meetings. 66 Procedural By-law No. 4173 Page 6 (6) “Electronic Device” means computers, cellular telephones, smartphones, personal digital assistants, smartwatches, tablets, voice recorders; cameras; two-way radios or any other similar device; (7) “Local Board” means any board established by Council but does not include the Police Services Board. (8) “Mayor” means the Mayor of the Town of Tillsonburg. (9) “Meeting” means any regular, special or other meetings of council, of a local board or of a committee of either of them, where a quorum is present and members discuss or otherwise deal with any matter in a way that materially advances the business or decision making of the council, local board or committee. (10) “Member” means any member of Council, a Local Board or a Committee of the Town of Tillsonburg. (11) “Newspaper” means a printed publication in sheet form, intended for general circulation in the Town of Tillsonburg, published regularly at intervals of no longer than one week, consisting in great part of news of current events of general interest. (12) “Official” or “Staff” means any employee or officer employed by the Town of Tillsonburg and any person appointed, elected or an agent of the Town of Tillsonburg including a person presiding over a company's board of directors, a committee, a d ebate, or an administrative department. (13) “Presiding Officer” means the Mayor of the Town of Tillsonburg or in the Mayor’s absence the Deputy Mayor or any member appointed to act as Chair for the meeting. (14) “Recorded Vote” means the recording by the Town Clerk in the minutes, the name and vote of every Member on any matter or question. (15) “Rules” means the rules of procedure and order as set out in this By-law. (16) “Substantive Motion” means any motion, except a motion to: (a) recess; (b) postpone; (c) refer; (d) extend the meeting; (e) close debate; (f) rise and report; (g) change the order of business; 67 Procedural By-law No. 4173 Page 7 (h) adjourn; or (i) any other procedural rule incidental to the proceedings of the meetings at that time. (17) “Town” means The Corporation of the Town of Tillsonburg or its geographic boundaries as the situation requires. 1.2 Number and Gender Wherever this By-law refers to a person or thing with reference to gender or the gender neutral, the intention is to read the By-law with the gender applicable to the circumstances. References to items in the plural include the singular, as applicable. 1.3 Headings Headings are inserted for ease of reference only and are not to be used as interpretation aids. 1.4 Legislation Specific references to law in this By-law are printed in Italic font and are meant to refer to the current laws applicable within the Province of Ontario as at the time the By-law was enacted, as they are amended from time to time. In all cases, the reference includes the statute, as amended from time to time, including successor legislation. 1.5 General Meeting Procedure In any matter of procedure for which provision is not made in this By-law, the procedure to be followed shall be, as near as may be applied to the procedure followed in Robert’s Rules of Order, 11th Edition. 1.6 Short Title This By-law may be referred to as the “Procedural By-law”. PART 2 – EFFECT 2.1 Except as otherwise provided in this By-law, the provisions of this By- law shall be observed in all Meetings of Council and by its Members, and shall constitute the rules for the order and dispatch of business by Council and its Members. 68 Procedural By-law No. 4173 Page 8 PART 3 – ROLE OF COUNCIL AND MAYOR 3.1 Role of Council (1) It is the role of Council to: (a) represent the public and to consider the well-being and interests of the Town; (b) develop and evaluate the policies and programs of the Town; (c) determine which services the Town shall provide; (d) ensure that administrative policies, practices and procedures and controllership policies, practices and procedures are in place to implement the decisions of Council; (e) ensure accountability and transparency of the operations of the Town, including the activities of senior management of the Town; (f) maintain the financial integrity of the Town; and (g) carry out the duties of Council as set out in the Municipal Act, and any other Act. 3.2 Role of Mayor (1) It is the role of the Mayor to: (a) act as chief executive officer of the Town; (b) preside over Council meetings so that its business can be carried out efficiently and effectively; (c) provide leadership to Council; (d) without limiting clause (c), provide information and recommendations to Council with respect to the role of Council described in the Municipal Act, clauses 224 (d) and (d.1); (e) represent the Town at official functions; (f) carry out the duties of the Mayor under this By-law, the Municipal Act and any other Act; and (g) represent the Town at County of Oxford Council meetings. Council may appoint one of its members as an alternate member of the upper-tier council, to act in place of the Mayor who is a member of the council of the local municipality and its upper-tier municipality, when the Mayor is unable to attend a meeting of the upper-tier council for any reason. (2) As chief executive officer, the Mayor shall: (a) uphold and promote the purposes of the Town; (b) promote public involvement in the Town’s activities; (c) act as representative of the Town both within and outside the Town, and promote the Town locally, nationally and internationally; and (d) participate in and foster activities that enhance the economic, social and environmental well-being of the Town and its residents. 69 Procedural By-law No. 4173 Page 9 (3) The Mayor may assign or delegate any of the duties of the Mayor to the Acting Mayor, if elected or any Councillor from time to time, according to such terms and conditions as the Mayor may define, and the Councillor shall carry out such duties with care and diligence. 3.3 Duty of Members (1) It shall be the duty of Members to: (a) attend all Council Meetings; (b) prepare for meetings, including reviewing meeting agendas and background information prior to the meeting to allow for discussion and determination of action at the meeting. Members are encouraged to make inquiries of staff regarding the materials supplied in advance of the meeting; (c) speak to only the subject under debate; (d) vote on all motions before Council unless prohibited from voting by law; (e) observe the Rules at all meetings; (f) speak through the Presiding Officer at all meetings; (g) support Council and not criticize any decision of the Council except for the purpose of moving that the question be reconsidered or repealed; (h) attend all meetings of committees and local boards to which the Member has been appointed by Council; (i) carry out the duties set out in the Municipal Act and all other applicable Acts; (j) act in accordance with their Declaration of Office; (k) shall not direct or interfere with the performance of any work for the municipality; and (l) adhere to the Council Code of Conduct at all times. (2) No Member shall divulge to any person any information that pertains to any aspect of any discussion or direction of Council that was given or provided at a closed Meeting of Council. (3) Should any Councillor be unable to perform any of their duties for an extended period of time, the Councillor shall advise the Mayor forthwith, and in the case of the Mayor being unable to perform any of his/her duties for an extended period of time, the Mayor shall advise Council. (4) Members shall abide by the Code of Conduct, By-Law 3979, or current version thereof, at all times. 70 Procedural By-law No. 4173 Page 10 PART 4 – COUNCIL MEETINGS 4.1 Meeting Place (1) Council Meetings shall be held in the Council Chambers adopted and used by the Council from time to time for such purpose or any other locations identified by Council. Despite the foregoing, the Mayor may authorize a special Council Meeting to be held at a location other than the Council Chambers currently adopted. (2) Where the Council Chambers currently adopted are not available for a meeting due to an unforeseen circumstance or due to renovation or similar impediment, the Mayor shall designate another location that is accessible to the public for purposes of holding Council Meetings. 4.2 Inaugural Meeting of Council (1) The Inaugural Meeting of Council shall be held commencing at 6:00 p.m. on the first Monday in December of an election year unless such Monday is not practicable, in which case the Inaugural Meeting shall be held at a time and date set by the Town Clerk in consultation with the incoming Council but not later than the second Monday in December. (2) With respect to the 2018 regular election, the term of office shall begin on December 1, 2018 and end on November 14, 2022. For subsequent terms of office, the Inaugural Meeting of Council shall be held on the first Monday following the commencement of the term at 6:00 p.m. unless such a day is not practicable, in which case the Inaugural Meeting shall be held at a time and date set by the Town Clerk in consultation with the incoming Council. (3) At the Inaugural Meeting, Members shall take the Declaration of Office. 4.3 Regular Council Meetings (1) Regular Council Meetings shall be held on the 2nd and the 4th Mondays of each month, except in the month of July, August and December or as otherwise set by Council from time to time. (2) Regular Council Meetings shall commence at 6:00 p.m. except as otherwise set by Council from time to time. (3) A member of Council shall not be permitted to participate electronically in a meeting 71 Procedural By-law No. 4173 Page 11 (4) Where a conflict between the scheduled date or time of a Regular Council Meeting and another event of significance arises, the Town Clerk in consultation with the Mayor may cancel the Council Meeting or reschedule the meeting to a different date or time of commencement provided that adequate notice of the change is posted pursuant to the notice of meeting provisions. 4.4 Special Council Meetings (1) Special Council Meetings may be held from time to time and may be initiated by: (a) the Mayor; (b) a petition or a vote of the majority of the Council Members; or (c) the Town Clerk, in consultation with the Chief Administrative Officer. (2) The date, time, and location of a Special Council Meeting shall be set by the Town Clerk in consultation with the Mayor or by petition or vote of the majority of the Members. (3) No business except the business dealing directly with the items listed on the meeting agenda shall be transacted at a Special Council Meeting. 4.5 Closed Council Meetings (1) A Closed Council Meeting is a meeting of Council from which members of the public shall be excluded, and shall be held in accordance with the provisions of this By-law and the Municipal Act. (2) A member of Council shall not be permitted to participate electronically in a meeting which is closed to the public. (3) Closed Council Meetings may be initiated by: (a) the Mayor; (b) petition or vote of the majority of the Members; or (c) the Town Clerk, in consultation with the Chief Administrative Officer. (4) The date, time, and location of a Closed Council Meeting shall be set by the Town Clerk in consultation with the Mayor or by petition or vote of the majority of the Members. (5) Prior to holding a Closed Meeting, Council shall state by way of resolution the fact that a closed meeting will be held and the general nature of the matter to be considered at the closed meeting. (6) A Closed Council Meeting may be held if the subject matter being considered relates to: 72 Procedural By-law No. 4173 Page 12 (a) the security of the property of the Town; (b) personal matters about an identifiable individual, including Town employees; (c) a proposed or pending acquisition or disposition of land by the Town; (d) labour relations or employee negotiations; (e) litigation or potential litigation, including matters before administrative tribunals, affecting the Town; (f) advice that is subject to solicitor-client privilege, including communications necessary for that purpose; (g) a matter in respect of which Council may hold a closed meeting under another Act; (h) consideration of a request under the Municipal Freedom of Information and Protection of Privacy Act. This applies if the council, board, commission or other body is the head of an institution for the purposes of that Act; (i) an ongoing investigation respecting the municipality, a local board or a municipally-controlled corporation by the Ombudsman appointed under the Ombudsman Act; (j) information explicitly supplied in confidence to the municipality or local board by Canada, a province or territory or a Crown agency of any of them; (k) a trade secret or scientific, technical, commercial, financial or labour relations information, supplied in confidence to the municipality or local board, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization; (l) a trade secret or scientific, technical, commercial or financial information that belongs to the municipality or local board and has monetary value or potential monetary value; or (m) a position, plan, procedure, criteria or instruction to be applied to any negotiations carried on or to be carried on by or on behalf of the municipality or local board; or (n) education or training of the Members, and at the meeting no Member discusses or otherwise deals with any matter in a way that materially advances the business or decision-making of the Council, local board or committee; (7) No matter except the matters so identified in the motion authorizing the Closed Council Meeting shall be transacted at that meeting. (8) No decisions shall be made in closed Council Meetings. (9) Council may provide staff direction. 73 Procedural By-law No. 4173 Page 13 4.6 Meeting Agendas (1) The Town Clerk shall make available to each Member a meeting agenda for each Council Meeting. An electronic copy of the agenda shall be sent by the Town Clerk, or designate, to each Member of Council: (a) in the case of Regular Council Meeting, no less than 4 days before the date appointed for the holding of such meeting; and (b) in the case of Special and Closed Council Meetings, no less than 48 hours before the hour appointed for the holding of such meeting. (2) In preparing a meeting agenda, the Town Clerk shall consult with the Mayor and the Chief Administrative Officer, and shall reflect the direction of the Mayor and the Chief Administrative Officer in finalizing the meeting agenda. (3) At the direction of the Mayor, the Town Clerk may provide a meeting agenda for a Special Council Meeting or a Closed Council Meeting at the meeting where time constraints do not allow the meeting agenda to be provided to the Members at least 48 hours before the hour appointed for the holding of such meeting. (4) As soon as possible after a meeting agenda has been provided to Members, with the exception of agendas for Closed Council Meetings, the Town Clerk shall make the meeting agenda available to the public, and shall: (a) maintain copies of the meeting agenda in the Town Clerk’s office for use by the public; (b) post the meeting agenda on the Town’s website; and (c) ensure that the meeting agenda is available to any of the local news media or members of the public who have requested a copy of the same. 4.7 Meeting Minutes (1) The Town Clerk shall prepare and maintain minutes of all Council Meetings, to include: (a) the date, time and place of the Council Meeting; (b) the names of Presiding Officer or Officers and record of attendance of the Members; (c) the names of the staff members and consultants present at any meeting; (d) the names of members of the public who spoke or presented at a statutory public meeting as required by any Act and the names of members of the public who spoke or appeared as Delegations or in Open Forum, if applicable; (e) the reading, if requested, correction and adoption of the 74 Procedural By-law No. 4173 Page 14 minutes of prior Council Meetings; and (f) without note or comment, all resolutions, decisions and other proceedings of the Council Meeting, whether the Meeting is closed to the public or not. (2) The Town Clerk shall maintain a record of all minutes of Council Meetings in the Town Clerk’s office and upon approval of the same by Council which, with the exception of minutes of Closed Council Meetings, shall be available for public viewing and shall be posted on the Town’s website. PART 5 – GENERAL MEETING PROCEDURES 5.1 Open Meetings Except as authorized under any Act, all Council Meetings shall be open to the public. 5.2 Quorum (1) A majority of the whole number of the Members required to constitute Council is necessary to form a quorum, except as may otherwise be authorized pursuant to the provisions of the Municipal Conflict of Interest Act. (2) If no quorum is present within fifteen (15) minutes after the time appointed for a Council Meeting, the Town Clerk shall record the names of the Members present and the meeting shall stand adjourned. 5.3 Electronic Participation (1) A member of council, of a local board or of a committee of either of them, may not participate electronically in a meeting which is open to the public. 5.4 Presiding at Meeting (1) Except as otherwise provided in this By-law, the Mayor shall preside at all Council Meetings. (2) In the case of the absence of the Mayor, or if he is absent through illness, or he refuses to act or his office is vacant, or declares a conflict of interest (any of the foregoing hereinafter referred to as "absent"), the Acting Mayor shall act in the place and stead of the Mayor, save that should the Mayor and the Acting Mayor be absent, 75 Procedural By-law No. 4173 Page 15 then in alphabetical order by surname, a Member of Council shall assume the position of Presiding Officer. (3) The Acting Mayor or any Council Member acting in the place and stead of the Mayor shall have all the rights, powers and privileges of the Presiding Officer. PART 6 – ORDER OF PROCEDURE FOR REGULAR AND SPECIAL COUNCIL MEETINGS 6.1 Order of Business (1) The Town Clerk shall cause to be prepared for Regular and Special Council Meetings a meeting agenda that conforms to the following order of business: 1. Call to Order 2. Closed session (if necessary) Motion to go into closed 3. Adoption of Agenda 4. Moment of Silence (if necessary) 5. Disclosure of Pecuniary Interest and the General Nature Thereof 6. Adoption of Minutes of Previous Meeting 7. Public Meetings 8. Planning Applications 9. Presentations 10. Delegations 11. Deputation(s) on Committee Reports 12. Information Items 13. Staff Reports 14. New Business 15. Consideration of Committee Minutes 16. Motions/Notice of Motions 17. Resolutions/Resolutions Resulting from Closed Session 18. By-laws 19. Confirm Proceedings By-law 20. Items of Public Interest 21. Adjourn (2) Council may, at any point within a Council Meeting, adopt a motion to go into closed session to consider matters in accordance with the provisions of Part 4.5(6) of this By-law. (3) Council shall dispense with the business of Council in the order by which it is presented in the meeting agenda, except Council may, by consent, change the order of business. (4) For Special Council Meetings, the Town Clerk may dispense with 76 Procedural By-law No. 4173 Page 16 any one or more agenda items 2 and 6 through 17 inclusive as set out in Part 6.1(1) of this By-law. 6.2 Opening Procedure (1) As soon after the appointed time of the Council Meeting as there shall be a quorum present, the Mayor or such other Presiding Officer appointed as set out in Part 5.4 of this By-law shall take the Chair and call the Members to order. 6.3 Adoption of Agenda (1) Where an item is not on the agenda but due to its urgent nature requires Council consideration at the Council Meeting, Council may add the item to the agenda by resolution. (2) Items added to the agenda by resolution shall be placed under New Business for consideration. 6.4 Disclosure of Pecuniary Interest (1) Where a Member has a pecuniary interest pertaining to any item listed on a meeting agenda, the Member shall so disclose the pecuniary interest and the general nature thereof, in writing, and the Town Clerk shall record the declaration in the minutes. A member is prohibited from partaking in the discussion of or vote on any question of the matter or attempt in any way before, during or after the meeting to influence the voting on any such question. The exception to this rule applies if the matter under consideration at a meeting or a part of a meeting is to consider whether to suspend the remuneration paid to the member. In this case, the member may take part in the discussion of the matter, including making submissions to council or the local board as the case may be and may attempt to influence the voting on any question in respect of the matter, whether before, during or after the meeting however a member is not permitted to vote on any question in respect of the matter. (2) Members shall disclose any pecuniary interest and the general nature thereof with respect to any item discussed at a Closed Council Meeting or at a previous Council Meeting at which the Member was absent, and shall provide such declaration in writing to the Town Clerk, and the Town Clerk shall record the declaration in the minutes. (3) During a Council Meeting, should a matter be raised that is not listed on the meeting agenda for which a Member has a pecuniary interest, the Member shall so declare such interest and the general 77 Procedural By-law No. 4173 Page 17 nature thereof at that time, and the Town Clerk shall record the declaration in the minutes. (4) A member is required to file a written statement with the Town Clerk after the member discloses a pecuniary interest. Addendum “A”. The statement shall include the item(s) on the Agenda to which a pecuniary interest applies; the reason(s) for the pecuniary interest; the date & time; and signature of the member. (5) The Town Clerk shall maintain a public registry of the pecuniary interests declared and file the written statements received in accordance with the Town’s record’s management policy. A copy of the registry shall be made available for public inspection on the Town website and through the Town Clerk’s Office. 6.5 Public Meetings (1) Where Council is required by law to hold a public meeting, or otherwise has resolved to hold a public meeting, such a meeting may be conducted at a Regular or Special Council Meeting. (2) The Town Clerk shall ensure that public meetings are incorporated in the meeting agenda as appropriate to address any requirements of law as may apply. (3) During a public meeting, any person wishing to address Council may come forward when prompted by the Presiding Officer, and such person shall address Council according to the same rules as apply to Delegations appearing before Council under this By-law, except that: (a) prior notice of one’s desire to speak shall not be required; and (b) a motion need not be considered by Council following each presentation. 6.6 Deputations/Delegations (1) Persons desiring to present information verbally on matters of fact shall make a request in writing to the Town Clerk no later than 4:30 p.m. on the Wednesday preceding the date of the next Regular Council Meeting. A Delegation Request Form is available on the Town’s website for submission to the Town Clerk. The request shall include a brief with sufficient details to reveal the nature of presentation and decision or action being requested of Council. (2) Persons wishing to appear as a Deputation and who are not listed on the agenda may submit a written request, including the item on the agenda they wish to speak to, to the Town Clerk no later than 12:00 78 Procedural By-law No. 4173 Page 18 p.m. on the day of the Council Meeting. The Town Clerk shall add the name to the Council Deputation Register which shall be circulated to Council prior to the commencement of the meeting. (3) Persons appearing as a Deputation shall be limited to a maximum of fifteen (15) minutes speaking time which shall include questions from Council. Council shall not debate requests from Delegations until staff information has been provided at a subsequent meeting. (4) Any person or deputation wishing to show an electronic presentation for Council at a public meeting shall be required to furnish same to the Town Clerk by no later than 2:00 p.m. on the Friday prior to the Council meeting. (5) Council may refuse to hear Delegations when, in the opinion of the Council, the subject of the presentation is beyond the jurisdiction of the Town of Tillsonburg, the subject matter or content of the presentation is deemed frivolous, vexatious, offensive, threatening in nature or relates to litigation or potential litigation. No person will be permitted to address Council with respect to labour/management disputes, nor will a brief respecting such disputes be listed on a Council agenda, although a written submission by any person with respect to labour negotiations or labour management disputes may be distributed to the Members for information purposes. (6) Persons expressing different points of view on any matter shall be permitted but in order to avoid repetition, Council may decline to hear a repetition of a point of view already expressed. (7) No person shall be allowed to appear before Council a second or subsequent time to address the same subject matter unless; the person is providing new information. (8) No person or delegation shall be permitted to address Council with respect to a subject matter that Council, in accordance with subsections 239 (2), (3) and (3.1) of the Municipal Act determines should be considered in a Council meeting that is closed to the public. (9) During or following a Deputation, Members may ask specific questions relating to the presentation for the purpose of clarification without statement or comment. Members shall not engage in debate with delegates. (10) Following a Deputation, Council shall adopt a motion: (a) to receive the Deputation as information; (b) to refer the information received to another item listed on the meeting agenda; 79 Procedural By-law No. 4173 Page 19 (c) to refer the information received to a Committee, Local Board or Town staff for a report; or (d) to refer the information received to New Business for consideration. 6.7 Information Items/Correspondence (1) Items of correspondence or other forms of written communication intended to be presented to Council on the meeting agenda, including petitions: (a) shall be legibly written or printed; (b) shall not contain any obscene or improper language; and (c) shall contain the signature of at least one person. (2) To be eligible to appear on a meeting agenda, items of correspondence shall be received by the Town Clerk no later than 4:30 p.m. on the Tuesday preceding the date of the next Regular Council Meeting. Notwithstanding the foregoing, items of correspondence received after this time may be added to the meeting agenda by addendum where such item of correspondence is germane to a matter of business that is on the Meeting agenda or is of a time-sensitive nature. (3) Upon consideration of any item of correspondence, Council may adopt a motion to: (a) receive the item of correspondence as information; (b) refer the item of correspondence to another item listed on the meeting agenda; (c) refer the item of correspondence to a Committee, Local Board or Town staff for a report; or (d) may consider a substantive(applicable) motion with respect to the same. (4) The meeting agenda shall include under the Correspondence for Information items, matters that are principally for the information of Council and that do not by necessity require action or response from Council. Council may receive information items by one motion, but prior to consideration of such motion, Members may request that specific items be removed from consideration under such motion and Council shall consider such items individually. (5) Items of correspondence shall be directed to Council and added to an agenda by Town Staff as requested by individual Councillors. 6.8 Staff Reports or Requests for Staff Reports Any Member may request Staff to prepare a report pertaining to any issue. Council by resolution shall direct staff as requested and shall provide 80 Procedural By-law No. 4173 Page 20 direction as to when the report is required to be presented. 6.9 Consideration of Committee Minutes and Recommendations The Town Clerk shall ensure that minutes of all Local Boards and Committees are placed on a Regular Council Meeting agenda as soon as practicable. Council shall receive the minutes by resolution. All recommendations contained within those minutes requiring Council action will be presented by the Committee Chair or his/her designate under Delegations on Committee Reports and/or by way of a Staff report. 6.10 Motions/Notice of Motions (1) The Town Clerk shall ensure that proposed motions, for which Notice of Motion has been given, are included in full in the meeting agenda. (2) Any Member may provide notice of his/her intent to introduce a motion for the consideration of Council at the next Regular Council Meeting by: (a) filing with the Town Clerk in writing, no later than 4:30 p.m. on the Tuesday preceding the date of a Regular Council Meeting, a motion that the Member intends to put forward for consideration at the Council Meeting, and such motion shall be included in full on the meeting agenda; or (b) giving notice to Council during Notice of Motions that the Member intends at the next Regular Council Meeting to introduce a motion with respect to a matter so declared. (3) Any motion may be introduced without providing notice of motion if Council dispenses with notice by a two-thirds vote. 6.11 By-laws (1) Under By-laws, the meeting agenda shall list all proposed by-laws to be placed before Council for consideration. (2) No By-laws except a by-law to confirm the proceedings of council shall be presented to Council unless the subject matter thereof has been previously considered and recommended to Council, unless such by-law is of an administrative nature and/or authorized by the Chief Administrative Officer or designate. (3) All proposed by-laws shall be in typewritten form, numbered, and shall contain no blanks except as may be required to conform to accepted procedure or to comply with the provisions of any Act. 81 Procedural By-law No. 4173 Page 21 (4) The procedure for consideration and enactment of by-laws shall be as follows: (a) every proposed by-law listed on the agenda shall be considered by Council for enactment by one main motion, unless a by-law is to be received for first and second reading only, in which case such a by-law will be considered separately. Additionally, any Member may request that a proposed by-law be considered separately from other by-laws under consideration, and without debate or right of appeal. The Presiding Officer shall remove the proposed by-law from the motion to enable the said by-law to be considered for enactment separately; (b) following voting on the main motion, Members may discuss any by-law removed from the main motion and Council may entertain motions to amend any provision of any proposed by-law, and where a motion is adopted to amend a by-law that was removed from the main motion, the proposed by- law shall be amended accordingly before being placed before Council for enactment; and (c) In accordance with Town policy, a by-law may be given three readings, unless two readings are required to accommodate notice provisions and returned for third and final reading at an upcoming meeting of council. 6.12 Items of Public Interest (1) Under Items of Public Interest, Members may verbally introduce information respecting special events, meetings, notices, or declarations that are considered to be of general interest to the community. (2) Any person or organization wishing to have the Mayor or any Member make an announcement respecting a special event, meeting, notice, declaration or proclamation shall forward such request to the office of the Mayor no later than 4:30 p.m. on the Tuesday preceding the date of the next Regular Council Meeting, and such request shall: (a) be legibly written or printed; (b) clearly specify the nature of the requested announcement; and (c) contain the signature of at least one person who is making the request; but the Mayor shall be under no obligation to make any announcement so requested. 82 Procedural By-law No. 4173 Page 22 (3) No business or new business shall be considered by Council during Items of Public Interest. 6.13 Confirm Proceedings By-law Council shall adopt a by-law to confirm the proceedings respecting the actions taken by Council with respect to each report, motion, resolution or other action taken by Council at a Council Meeting, and such by-law may be enacted by one motion that is not amendable or debatable. 6.14 Adjourn Council Meetings shall adjourn no later than the hour of 10:30 p.m. If in session at that time, a two-thirds vote of the Members present shall be required in order for the meeting to continue past the hour of 10:30 p.m. PART 7 – ORDER OF PROCEDURE FOR CLOSED COUNCIL MEETINGS 7.1 Meeting Agenda for Closed Council Meetings (1) The Town Clerk shall prepare for the use of the Members at Closed Council Meetings an agenda that conforms to the following order of business: 1. Call to Order 2. Disclosure of Pecuniary Interest and the General Nature Thereof 3. Approval of Closed Minutes of previous meeting (if necessary) 4. Items for Consideration 5. Adjournment (2) Where Council elects to go into a closed session in the midst of a Regular or Special Council Meeting, the Call to Order is not necessary and the Adjournment will be a motion to return to Regular Session. The motion will include the time at which the Closed session adjourned. 7.2 Opening Procedure for Closed Council Meetings (1) As soon after the appointed time of the Meeting as there shall be a quorum present, the Mayor or such other Presiding Officer appointed as set out in Part 5.4 of this By-law shall take the Chair and: (a) call the Members to Order; and (b) request that Council consider a motion to go into closed session. (2) The opening procedure shall be conducted in open session. 83 Procedural By-law No. 4173 Page 23 (3) Prior to going into closed session, Council shall adopt a resolution stating the fact of holding a closed meeting and setting out the general nature of the matter or matters to be considered at the closed meeting. 7.3 Disclosure of Pecuniary Interest at Closed Council Meetings (1) Any Member, prior to any consideration of any matter at a Closed Council Meeting, shall disclose any pecuniary interest and the general nature thereof with respect to any item on the meeting agenda, and shall provide such declaration, in writing, to the Town Clerk, and the Town Clerk shall record the declaration in the minutes. (2) Any Member shall disclose any pecuniary interest and the general nature thereof with respect to any item discussed at a previous Closed Council Meeting at which the Member was absent, and shall provide such declaration to the Town Clerk, and the Town Clerk shall record the declaration in the minutes. (3) Any Member declaring a pecuniary interest in any matter under consideration in a Closed Council Meeting shall leave the meeting room during the time Council considers the matter. The exception to this rule applies if the matter under consideration at a meeting or a part of a meeting is to consider whether to suspend the remuneration paid to the member. In this case, the member may attend the meeting or part of the meeting during which the matter is under consideration. 7.4 Procedures for Closed Council Meetings (1) The Rules governing the procedure of Council and the conduct of Members shall be observed in Closed Meetings, with the necessary modifications. (2) No matter shall be discussed at a Closed Council Meeting that is not consistent with the motion to go into closed session adopted during the opening procedure. (3) If a matter arises in a Closed Meeting that a Member feels is not appropriate to consider in closed session, the Member shall be provided the opportunity to explain his/her reasons and to persuade Council to have the matter discussed in an open Council Meeting. Where, following such endeavour the majority of Council believes the matter is to be considered in closed session, the Member may withdraw from the meeting room during consideration of the matter, and the Town Clerk shall so note in the minutes. 84 Procedural By-law No. 4173 Page 24 PART 8 – RULES OF PROCEDURE FOR COUNCIL MEETINGS 8.1 Duties of the Presiding Officer (1) It shall be the duty of the Presiding Officer to: (a) open the meeting by taking the Chair and calling the Members to order; (b) announce the business before Council in the order in which it is to be acted upon; (c) receive and submit, in the proper manner, all motions presented by the Members; (d) put to a vote all questions which are duly moved, or arise in the course of proceedings, and to announce the result; (e) decline to put to a vote all questions that infringe upon the Rules; (f) restrain the Members, within the Rules, when engaged in debate; (g) enforce on all occasions the observance of order and decorum among the Members; (h) order any Member persisting in breach of the Rules to vacate the meeting place in accordance with the Rules; (i) may expel any person present at a meeting who speaks or makes a noise or behaves in a disorderly or improper manner or otherwise disturbs or interrupts the proceedings of the meeting;authenticate, by signature when necessary, all by-laws and resolutions; (j) inform Council, when necessary or when referred to for that purpose, of a ruling on a point of order, a point of personal privilege, or of a breach of the assembly’s privileges; (k) represent and support Council declaring it’s will, and implicitly obeying its decisions in all things; (l) ensure that the decisions of Council are in conformity with the laws and by- laws governing the activities of Council; (m) recess the meeting where necessary in accordance with the Rules; (n) call for adjournment of the meeting when the business is concluded; and (o) adjourn the meeting without question in the case of a grave disorder. 8.2 Rules of Decorum (1) No Member shall: (a) speak disrespectfully of the Reigning Sovereign, or of any member of the Royal Family, or of the Governor-General, the Lieutenant-Governor of any Province, or any Member of the Senate, the House of Commons of Canada or the Legislative Assembly of the Province of Ontario; (b) use offensive words or un-parliamentary language in or against any Member or staff, or to speak disrespectfully of any Member or staff; 85 Procedural By-law No. 4173 Page 25 (c) engage in a private conversation during the Council Meeting which disrupts the proceedings of council; (d) speak on any subject other than the subject in debate; (e) criticize any decision of the Council except for the purpose of moving that the question be reconsidered; (f) disobey the Rules; (g) disobey the rulings of the Presiding Officer or of the Council on questions respecting the interpretation or application of the Rules except for the purpose of appealing the decision in accordance with the Rules. (2) No Member shall speak until recognized by the Presiding Officer. All Members shall speak directly into their microphone to ensure all those in attendance can hear the Member’s comments. (3) No person except Members and Officials shall be allowed to come within the horseshoe during a Council Meeting without permission of the Presiding Officer or the Council upon reference. (4) No person, other than a Member or an Official, shall, before or during a Council Meeting, place on the desks of Members or otherwise distribute any material whatsoever unless such person is so acting with the approval of the Mayor or the Presiding Officer as applicable. (5) When the Presiding Officer is putting a question to a vote, no Member shall leave or make a disturbance. (6) If any Member of the Council desires to leave a Council Meeting prior to the adjournment thereof and not return, the Member shall so advise the Presiding Officer and the Member’s departure and the time thereof shall be recorded in the minutes. (7) Should Council not maintain a quorum due to the departure of one or more Members prior to the adjournment of a Council Meeting, the Town Clerk shall declare the Meeting adjourned. (8) Where any person not being a Member or an Official desires to address Council, other than as a Deputation listed on the meeting agenda, the person shall be permitted to do so only with leave of a majority of the Members present, but such approval shall not be required where a person has a statutory right to be heard by Council or Council is holding a public meeting for the purpose of receiving comments from the public. (9) Once Council has dispensed with an item by vote, the same matter may not be reopened for further discussion or consideration, except in accordance with rules of procedure respecting reconsideration as set out 86 Procedural By-law No. 4173 Page 26 in Part 8.4 of this By-law. (10) The Presiding Officer may declare a recess at any point during a Council Meeting with the consensus of Council without the necessity of a motion, to enable any unusual circumstance or condition that has arisen to be addressed. (11) No member shall use an electronic device as a recording device during any Meeting. (12) No member shall use an electronic device to broadcast or otherwise publish or post audio, video or photographs of any Meeting. (13) Members of council and Town employees, shall turn off or place on non-inaudible mode all electronic devices during a Meeting. On call/on duty medical or emergency services personnel (Council or employees) are exempt from these requirements. Such personnel shall advise the Chair, and place their electronic devices on the audible setting in order to be notified and upon notification, will leave the room to respond. (14) Members shall not use electronic communication devices to review or access information regarding matters not under consideration before Council during a meeting. (15) Members shall refrain from sending or receiving text messages, emails or other electronic messaging of a personal nature or concerning any matter pending before Council during a Meeting with the exception of urgent/emergency family or business communications. 8.1 Rules Respecting the use of Electronic Devices by the Public (1) Members of the public shall turn off or place on vibrate all electronic devices when in attendance in Council Chambers during the entire meeting. (2) Members of the public are required to exit Council Chambers if they wish to make or receive a telephone call. (3) The Town of Tillsonburg reserves the right to tape, televise or otherwise electronically record any open meeting of Council with permission of the Presiding Officer and in a manner as to not interfere with the proceedings of the meeting. 8.2 Rules of Procedure Respecting Motions (1) Motions, to be considered, shall be clearly stated and shall not contain disjointed thoughts or directions that in the opinion of the Presiding Officer are excessively difficult to interpret. 87 Procedural By-law No. 4173 Page 27 (2) Where the Presiding Officer believes a motion is complex, or not clearly stated, or contains disjointed thoughts or directions, the Presiding Officer may: (a) require the Member to put forward the motion in written form; and/or (b) rule that such motion is out of order due to its uncertainty and not place the question before Council for consideration. (3) The Presiding Officer shall not permit debate on a motion or put a motion to vote until the motion is formally seconded. (4) When a motion is presented in writing, it shall be read by the Mover or the Presiding Officer, before debate. (5) A motion that has been duly seconded may be withdrawn subject to the following provisions: (a) A motion can only be withdrawn by the mover with the consent of Council. (b) Withdrawal of a motion shall be in order at any time during debate. (c) If no Member objects to the withdrawal of the motion, the motion shall be considered withdrawn. (d) If a Member objects to the withdrawal of a motion, a withdrawal motion shall be entertained, and if such motion receives a seconder, it shall be decided prior to consideration of any other motion. (e) If a motion is withdrawn the effect is the same as if it had never been made. (6) A motion containing two or more distinct proposals may be divided by leave of Council, and Council shall consider each part separately. (7) A main motion properly before the Council shall receive disposition before any other motion can be considered, except in respect of matters listed below and according to the listed priorities, namely: (a) to recess; (b) to adjourn; (c) to postpone the motion under consideration to a definite date; (d) to postpone the motion under consideration indefinitely; (e) to refer the motion under consideration to a Committee or staff for a report; (f) to amend the motion under consideration; and (g) to close debate (to end debate on the motion under consideration). (8) A motion to recess: (a) is permissible when there is business before Council for consideration; (b) shall specify the length of time of the recess; (c) is not debatable except with regard to the length of the recess; and 88 Procedural By-law No. 4173 Page 28 (d) shall be amendable with respect to the length of the recess. (9) A motion to adjourn: (a) is not amendable; (b) is not debatable; (c) is not in order when a Member is speaking or during a vote; and (d) when resolved in the negative, cannot be made again until the Presiding Officer has deemed sufficient business has been conducted by Council in the intervening time. (10) A motion to postpone: (a) may or may not state a definite time or date as to when the matter shall be further considered; (b) shall apply to the main motion and to any motions to amend the main motion that are pending; (c) is not debatable except as to date or time; and (d) shall not be amendable except as to date or time. Where a motion to postpone is adopted without a definite time or date as to when the matter shall be further considered, Council shall not consider the matter until such time as Council, by resolution, brings back the matter for consideration. (11) A motion to refer: (a) shall be open to debate; (b) may be amended; (c) shall include the terms of referral including the time or conditions under which the matter is to be returned to Council for consideration; and (d) may include the reasons for the referral. (12) A motion to amend: (a) shall be relevant to the main motion; (b) shall not be directly contrary to or propose a direct negative to the main motion; (c) shall be debatable; and (d) shall not itself be amended more than once; and (e) motions to amend shall be put to a vote in reverse order from which motions to amend are put forward, and should the motion to amend be carried, the main motion shall then be considered by Council as amended. Notwithstanding the foregoing, a motion to amend shall not be required where the mover and seconder of the main motion agree to re- word the main motion to accommodate a proposed amendment and no Member of Council objects. 89 Procedural By-law No. 4173 Page 29 (13) A motion to close debate: (a) is not permissible until every Member present has had the opportunity to speak to the question at least once; (b) is not amendable; (c) is not debatable; and (d) requires a two-thirds vote of the Members present; and (e) upon adoption, the Presiding Officer shall forthwith put the main motion and all amendments thereto to a vote. (14) A motion to suspend the rules: (a) is permissible; (b) is not debatable; (c) is not amendable; (d) shall include a statement as to the purpose of the suspension; (e) requires a two-thirds vote of the Members present; and (f) is not permissible with regard to any statutory requirements that apply to the proceedings of Council. (15) A motion to change the order of business as presented in the meeting agenda shall not be amendable or debatable. (16) Dilatory motion, which shall include: (a) any motion made subsequent to a motion that was defeated that is substantially the same as the defeated motion where, in the opinion of the Presiding Officer, the motion is made for the purpose of delay or to frustrate Council; and (b) any motion made that is absurd or frivolous, or that cannot be effected; shall not be entertained by the Presiding Officer. (17) Any Member who wishes to introduce a motion that is contrary to a motion that has been adopted by Council shall employ the reconsideration procedures as set out in Part 8.4 of this By-law. 8.3 Rules of Procedure Respecting Reconsideration (1) A motion to reconsider is in order at any time, even when another Member has the floor, or while Council is voting on the motion to adjourn. (2) A motion to reconsider can be made at the Meeting in which the vote on the original motion to be reconsidered was taken, or at a subsequent Regular Council Meeting. It must be made by a Member who voted with the prevailing side. Any Member may second the motion to reconsider the vote. (3) The effect of making this motion is to suspend all action the original motion would have required until the reconsideration. 90 Procedural By-law No. 4173 Page 30 (4) If the motion to reconsider is defeated it cannot be repeated except by general consent. No question can be twice reconsidered unless it was materially amended after its first reconsideration. A reconsideration requires only a majority vote, regardless of the vote necessary to adopt the motion reconsidered. (5) If the motion to reconsider is adopted, the next order of business is the original motion that is to be reconsidered. 8.4 Voting on Motions (1) No vote shall be taken in a Council Meeting by ballot or by any other method of secret voting, unless authorized under the Municipal Act. (2) Every member who is present in the Council Chambers when a question is put shall vote, unless prohibited from voting by the provisions of the Municipal Conflict of Interest Act. (3) Immediately preceding the taking of the vote on a motion, the Presiding Officer may read the motion or request the Town Clerk to read the motion in the form introduced and shall do so if required by a Member, and the motion shall be stated in the form in which it will be recorded in the minutes. (4) After a motion is put to a vote by the Presiding Officer, no Member shall speak to the question nor shall any other motion be made until after the vote is taken and the result has been declared. (5) A separate vote shall be taken upon each proposal contained in a motion that has been divided with leave of the Council. (6) The manner of determining the decision of Council on a motion shall be by show of hands, and the Presiding Officer shall determine the adequacy of the show of hands, and upon being satisfied with the adequacy of the show of hands, the Presiding Officer shall declare the results of the vote by stating that the motion is carried or that the motion is defeated, as appropriate. The Presiding Officer may consider a motion to be carried where the Presiding Officer is of the opinion that the motion has the general support and consensus of Council, subject to the right of any Member to request a show of hands, which must be complied with by the Presiding Officer. (7) Where a Member elects not to vote, the action shall be considered to be 91 Procedural By-law No. 4173 Page 31 a negative vote to the motion. (8) Any motion on which there is a tie vote shall be deemed to be defeated and nothing in the Rules shall apply to prevent the Presiding Officer from voting to create a tie. (9) If any Member disagrees with the declaration of the Presiding Officer that a motion has been carried or lost, the Member, immediately after the declaration by the Presiding Officer, may appeal the declaration and request that a Recorded Vote be taken, whereupon the Town Clerk shall poll the Council. (10) When a Member requests a Recorded Vote on a motion, all Members present shall vote when polled by the Town Clerk by verbally indicating yes or no, and the Town Clerk shall record the results of the vote in the minutes. The Town Clerk shall conduct the recording of votes of all Members alphabetically, from the member who requested the recorded vote. The Mayor/Presiding Officer will be polled last. Failure to vote by any member who is present and qualified to vote at the time of the Recorded Vote shall be deemed to be in the negative. A Member may request a Recorded Vote immediately prior to or subsequent to the taking of a vote on a motion. 8.5 Rules of Debate (1) Every Member, prior to speaking to any question or motion, shall so indicate to the Presiding Officer through the raising of a hand of his/her desire to speak, and no Member shall speak until recognized by the Presiding Officer as having the floor. When two or more Members raise their hands to indicate their desire to speak, the Presiding Officer shall determine who was the first to so indicate, and shall designate such Member as having the floor, and the subsequent Members who shall have the floor and the order of same, and the determination of the Presiding Officer in such respect shall not be subject to appeal. (2) All Members and Officials who are called upon to speak during a debate shall direct their comments and questions through the Presiding Officer. 92 Procedural By-law No. 4173 Page 32 (3) When a Member is speaking, no other Member shall interrupt except to rise on a point of order, a point of personal privilege, or a point of privilege affecting the assembly. (4) Any Member may request the Presiding Officer to read the motion under discussion at any time during debate, but such request shall not be made so as to interrupt another Member while speaking. (5) No Member shall speak more than once to the same motion until every Member who desire to speak has spoken, except that the Member who made the motion shall be entitled to a reply immediately prior to the calling of a vote by the Presiding Officer. (6) No Member, without consensus of Council, shall speak to the same motion more than twice, or in reply, for longer than three (3) minutes, excluding staff response time without consent of the Presiding Officer. (7) During debate, a Member may ask a question of another Member only for the purpose of obtaining information or clarification relating to the matter under discussion, and such question shall be stated briefly and clearly, and the Member to whom the question was directed shall respond briefly and clearly to the question, but shall not introduce any new information other than was posed in the question. (8) When a Member has been recognized by the Presiding Officer as having the floor, immediately before speaking, such Member may ask a question of the Presiding Officer or an Official on the matter under discussion, but only for the purpose of obtaining information or clarification, following which the Member shall speak. (9) The Presiding Officer shall appoint another Member to act as Chair: (a) while temporarily being absent from the meeting; (b) while speaking to or debating a question; or (c) if he/she wishes to put forward a motion. (10) The Presiding Officer may, at any time, declare a recess in order to consult Officials with respect to matters of procedure and interpretation of the Rules or to provide members with a personal break. (11) The following matters and motions may be introduced orally without written notice and without leave, except as otherwise provided in the Rules: (a) Point of order; (b) Point of personal privilege; (c) Point of privilege affecting the assembly; 93 Procedural By-law No. 4173 Page 33 (d) Presentation of petitions; (e) Motion to refer; (f) Motion to postpone; (g) Motion to amend; (h) Motion to close debate (end debate); (i) Motion to recess; (j) Motion to adjourn; (k) Motions pursuant to Correspondence and New Business. (12) When the Presiding Officer calls for the vote on a motion, each Member shall remain seated until the result of the vote has been declared by the Presiding Officer, and during such time no Member shall speak to any other Member or make any noise or disturbance. (13) In all proceedings of a Council Meeting, the Presiding Officer shall decide and rule upon all matters pertaining to the Rules, subject to an appeal in which case the matter shall be decided by the Council. (14) When a Member wishes to appeal the ruling of the Presiding Officer, except as prohibited by the Rules, the Member shall introduce the following motion with a view to having same considered by Council: "That the ruling of the Chair be appealed and set aside." 8.6 Point of Order (1) A Member may raise a point of order at any time, including interrupting another Member who has the floor, to bring Council’s attention to: (a) any breach of the Rules; (b) a deviation from the matter under consideration noting that the current discussion is not within the scope of the motion on the table; (c) any other informality or irregularity in the proceedings of Council. (2) When a Member rises on a point of order, the Member shall ask leave of the Presiding Officer to raise the point of order and the Presiding Officer shall grant such leave, following which the Member shall state the point of order, and the Presiding Officer shall decide on the point of order and state his/her ruling on the matter. (3) Upon the raising of a point of order, no further discussion on the main issue shall be conducted until the Presiding Officer has decided and stated his/her ruling on the point of order. 94 Procedural By-law No. 4173 Page 34 (4) Upon hearing the point of order, a Member shall only address the Presiding Officer for the purpose of appealing the Presiding Officer’s ruling to Council. (5) If no Member appeals, the ruling of the Presiding Officer shall be final. (6) If a Member appeals the Presiding Officer’s ruling on the point of order to Council, the Member shall have the right to give reasons for the appeal, following which the Presiding Officer shall have the right to reply with reasons, and the Council shall decide the question: “That the decision of the Chair be sustained/overruled.” without further debate, and the decision of Council shall be final. 8.7 Point of Personal Privilege (1) A Member may rise at any time on a point of personal privilege where such Member feels that his/her integrity, or the integrity of the Council, or the integrity of a Committee, or the integrity of anyone present at the meeting has been called into question by another Member or by anyone present at the meeting. (2) When a Member rises on a point of personal privilege, the Member shall ask leave of the Presiding Officer to raise the point of personal privilege and the Presiding Officer shall grant such leave, following which the Member shall state the point of personal privilege, and the Presiding Officer shall decide on the point of personal privilege and state his/her ruling on the matter. (3) Upon the raising of a point of personal privilege, no further discussion on the main issue shall be conducted until the Presiding Officer has decided and stated his/her ruling on the point of personal privilege. (4) Where the Presiding Officer rules that a breach of privilege has taken place, he/she shall demand that the offending Member or individual apologize and failing such apology shall require the Member or individual to vacate the meeting room for the duration of the meeting as provided for in Part 8.9 of this By-law. (5) With the exception of providing an apology, the Member shall only address the Presiding Officer for the purpose of appealing the Presiding Officer’s ruling of a breach of privilege to Council. (6) If no Member appeals, the ruling of the Presiding Officer shall be final. 95 Procedural By-law No. 4173 Page 35 (7) If a Member appeals the Presiding Officer’s ruling on the point of personal privilege to Council, the Member shall have the right to give reasons for the appeal, following which the Presiding Officer shall have the right to reply with reasons, and the Council shall decide the question: “That the decision of the Chair be sustained/overruled.” without further debate, and the decision of Council shall be final. 8.8 Expulsion for Improper Conduct (1) The Presiding Officer, where a warning or ruling has not been heeded, may expel any Member or person from the meeting place for improper conduct at the meeting, which for purposes of this Section shall include: (a) violation of the Rules; (b) interruption of the proceedings of Council; (c) making of disruptive noise or visible gestures; (d) campaigning for any political cause or outcome; or (e) any other activity that impedes the conduct of the meeting. (2) Where the Presiding Officer expels any Member or person from the meeting, such Member or person shall vacate the meeting place forthwith. (3) Where the expulsion applies to a Member, the Member shall only address the Presiding Officer for the purpose of appealing the Presiding Officer’s ruling of expulsion. (4) If no Member appeals, the ruling of the Presiding Officer shall be final. (5) If a Member appeals the Presiding Officer’s ruling on expulsion to Council, the Member shall have the right to give reasons for the appeal, following which the Presiding Officer shall have the right to reply with reasons, and the Council shall decide the question: “That the decision of the Chair be sustained/overruled.” without further debate, and the decision of Council shall be final. 8.9 Suspension of the Rules (1) During a Council meeting, any Member may introduce a motion that Council temporarily suspend the rules established by this By-law in order to introduce a motion with respect to an item that is not listed on the meeting agenda, stating the subject matter for which the 96 Procedural By-law No. 4173 Page 36 suspension of the rules is being sought. (2) A motion to suspend the rules shall require a two-thirds vote of the Members present at the meeting. (3) Upon adoption of a motion to suspend the rules, the Member so making the motion to suspend the rules may introduce a motion respecting the matter for which the suspension of the rules was granted. PART 9 – NOTICE 9.1 Purpose This By-law shall not apply so as to require the giving of any notice in circumstances where there is no requirement in any applicable by-law, policy, Act, or regulation that notice is given in respect of any proposed municipal action. 9.2 Notice of Council Meetings (1) Notice of a Regular Council Meeting shall be provided through: (a) notifying Members by email/calendar invite as soon as a meeting date has been set; (b) publishing the time and date of the Meeting in a Newspaper and posting of the time and date of the Meeting on the Town’s website at least fourteen (14) days before the Council Meeting, if possible; and (c) publishing of a meeting agenda by the Town Clerk in accordance with Part 4.6. (2) Notice of a Special or Closed Council Meeting shall be provided through: (a) notifying Members by email/calendar invite as soon as a meeting date has been set; (b) publishing the time and date of the Meeting on the Town’s website at least 48 hours before the Council Meeting, if possible; and (c) release of a meeting agenda by the Town Clerk in accordance with Part 4.6. (3) Notwithstanding any other provision of this By-law to the contrary, a Council Meeting may be held to deal with an emergency with less than the requisite notice, provided the Town Clerk has endeavoured to notify the Members about the meeting in the most expedient manner, 97 Procedural By-law No. 4173 Page 37 provided that no business except business dealing directly with the emergency shall be transacted by Council. (4) Where a meeting agenda will not be released prior to a Council Meeting, or in the instance of a Closed Council Meeting, in lieu of the release of a meeting agenda, the Town Clerk shall endeavour to provide notice by telephone call, email, and/or written notice to the local news media and those who have requested a copy of meeting agendas. (5) Lack of receipt of a notice of or meeting agenda for a Council Meeting by any person or Member shall not affect the validity of the meeting or any action lawfully taken at the meeting. 9.3 Notice of Proposed Municipal Action Where any Act or regulation requires that notice be given to the public of any proposed municipal action, such notice shall be given in the manner specified in the Act or regulation, or within any other Town by-law which specifically sets forth the manner in which notice shall be given to the public either for the specific municipal action or generally for municipal actions of that type. 9.4 Notice – General (1) A notice given under this Part is sufficient even if there are times during the period when the Town's website is not fully accessible. (2) If the same matter is considered at a subsequent Committee or Council Meeting no additional notice is required, except where the Municipal Act provides otherwise. (3) The notice requirements of this Part are minimum requirements, and the Town Clerk is authorized to give notice to the public in an extended manner, if in the opinion of the Town Clerk or under the direction of council, the extended manner is considered and necessary in the circumstances. (4) At least once per year, the Town Clerk shall cause a notice of Council Meetings to be published in the local newspaper setting out information on how to access the Town's website to locate public notices and Council agendas and minutes. (5) No notice of a meeting shall be required under this By-law, where the provision of notice will interfere with the ability of Council to 98 Procedural By-law No. 4173 Page 38 conduct business with respect to a matter permitted for a closed session in accordance with Part 4.5(4). PART 10 – PROCESS TO FILL A VACANT SEAT ON COUNCIL 10.1 Process to Fill a Vacant Seat on Council (1) In the event that there is a vacancy declared on Council, the process set out in this Part for filling the vacancy shall be followed. (2) When the position of Mayor is declared vacant by Council pursuant to the provisions of subsection 262 (1) of the Act, the Clerk shall prepare the necessary by-law for passage at the Council meeting following the vacancy declaration to require the Clerk to proceed with a by-election to fill the vacancy in accordance with the Municipal Elections Act, 1996. (3) If the position of Mayor is declared vacant on or after the first day of January during the year of a regular election, the Council member in the position of Acting Mayor will be automatically appointed to the position of Mayor. (4) When the position of Councillor is declared vacant by Council pursuant to the provisions of subsection 262 (1) of the Act, the vacancy shall be filled in the manner set out in Section 10(5) through Section 10(12), inclusive. (5) The vacant position will be offered to the candidate that finished in the runner-up position in the last regular municipal election for the position of Town Councillor. (6) For that candidate to qualify, that individual’s total number of votes must be greater than 50 percent of the number of votes achieved by the candidate that finished directly before them. If the individual is unable to fill the position, proceed to the next step. (7) The Clerk will place advertisements asking individuals to apply in writing to fill the vacant Councillor seat within fourteen calendar days. The letter shall indicate their willingness to fill the position if selected. Individuals may also submit additional paperwork outlining the reasons they believe they are qualified to become a member of Town Council or Councillor whichever is applicable. (8) The names and addresses of the individuals will be made public after the closing date of applications. (9) The list of applicants will then be reviewed in a closed session of 99 Procedural By-law No. 4173 Page 39 Council. Redirecting eligible candidates if there are a large number of submissions, members of Council may reduce the list to between three and six names. (10) The remaining three to six applicants will then be notified to appear at the next regular meeting of Council. Each applicant shall make a verbal presentation of up to seven minutes. There will not be a question and answer session between candidates and Councillors. (11) Prior to the next regular meeting of Council, Councillors will meet in a closed session to select the replacement for the vacancy. The selected individual’s name will be announced by the Town Clerk prior to the next Council meeting. The successful individual will be sworn in at the first opportunity available after the by-law to appoint has been passed by Council in an open council session. (12) If step Section 10.7 fails to draw any applications, the Council will notify the Town Clerk that the position of Councillor will require a by-election to be held to fill the vacancy in accordance with the Municipal Elections Act, 1996. PART 11 – PROCESS TO APPOINT AN ALTERNATE MEMBER 11.1 Upper-Tier Alternate Member (1) Council may appoint one of its members as an alternate member of Oxford County Council, to act in place of a person who is a member of Tillsonburg Town Council and Oxford County Council, when the person is unable to attend a meeting of Oxford County Council for any reason. (2) If the seat of the member who has been appointed as an alternate member becomes vacant, the Council may appoint another of its members as an alternate member for the remainder of the Council term. The election will follow the same election process as outlined herein. (3) The Upper-Tier Alternate Member shall be elected by open vote during the election meeting. Each member shall have one vote. The Town Clerk will preside over the election. (4) Before accepting any nominations, the Clerk shall select a person other than a member of Council, in attendance at the election meeting, and announce such person’s name who, when required shall draw a name from a ballot box in accordance with the Tied vote section below. (5) Each nomination shall be in writing, signed by both the nominator and a seconder, both of whom must be members of Council, and submitted to the Clerk immediately after the announcement by the Clerk of the name 100 Procedural By-law No. 4173 Page 40 who, when required shall draw a name from a ballot box in accordance with the Tied vote section below. (6) Where more than one member of Council has been nominated, an open vote shall take place in accordance with Sections 11(9) to 11(12), inclusive. (7) Each nominee must indicate his or her willingness to stand for election but may withdraw his or her name for election after any vote. (8) When a nominee receives a majority of votes cast, that nominee shall be declared to be the Alternate Member of the Upper-Tier and there shall be no further ballots. (9) In conducting the vote, the Clerk shall call the names of the members of Council, in alphabetical order according to their surnames, and each such member shall, after their name is called, verbally indicate the nominee of their choice unless they choose to abstain in which case they shall indicate this. The Clerk shall keep count of the votes received for each nominee. The Clerk shall announce the results after each vote. (10) If there are more than two nominees who agree to stand and, if after votes are cast, no nominee receives the majority of votes cast, the nominee receiving the least number of votes shall be eliminated. Council shall proceed to vote again until a nominee receives the majority of votes cast, at which time such nominee shall be declared the Alternate Member of the Upper-Tier. (11) If the nominees with the least number of votes receive an equal number of votes, the Clerk shall place the names of these nominees, on equal size pieces of paper, in a ballot box and one name shall be drawn by the person selected in accordance with Section 11(4). The name drawn shall be eliminated. Council shall proceed to vote again choosing from the remaining nominees until a nominee receives the majority of votes cast. (12) If there are only two nominees left and they each receive the same number of votes, the Clerk shall place the names of the two nominees, on equal size pieces of paper, in a ballot box and one name shall be drawn by the person selected in accordance with Section 11(4). The nominee whose name is drawn shall be declared the Alternate Member of the Upper-Tier. 101 Procedural By-law No. 4173 Page 41 PART 12 – PROCESS TO APPOINT A DEPUTY MAYOR 13.1 Deputy Mayor Position (1) Council may appoint one of its members as a Deputy Mayor of Council, to act in place of the Mayor, when the Mayor is unable to attend a meeting or event for any reason. (2) The Deputy Mayor shall be elected by open vote during the election meeting. Each member shall have one vote. The Town Clerk will preside over the election. (3) The Deputy Mayor position shall be for the term of Council unless Council determines otherwise. (4) Where more than one member of Council has been nominated, an open vote shall take place in accordance with Sections 11(9) to 11(12), above. (5) Where only one member of Council has been nominated a resolution shall be passed and a by-law brought forward for Council’s consideration. PART 13 - GENERAL PROVISIONS 13.1 Conflict with other Acts Where there is conflict between any parts of this By-law and any Act or regulation, the Act or regulation shall take precedence. 13.2 Severability If a court or tribunal of competent jurisdiction declares any portion of this By-law to be illegal or unenforceable, that portion of this By-law will be considered severed from the remainder of this By-law, which shall continue to be in full force and effect. 13.3 Amendment No amendment or repeal of this By-law or any part thereof shall be considered at any meeting of Council unless notice of the proposed amendment or repeal has been given at a previous meeting of Council. The waiving of this notice by Council is prohibited. 102 Procedural By-law No. 4173 Page 42 13.4 Repeal By-law 3511(Procedural By-Law) passed on September 12, 2011 by The Corporation of the Town of Tillsonburg is hereby repealed. 13.5 Force and Effect This by-law shall come into force and take effect on the date it is enacted. READ A FIRST AND SECOND TIME THIS 1st day of March, 2018. READ A THIRD TIME AND FINALLY PASSED THIS ____ day of _____________, 2018. ___________________________ Mayor – Stephen Molnar ____________________________ Town Clerk – Donna Wilson Formatted: Font: 12 pt 103 DECLARATION OF PECUNIARY INTEREST FORM Councillor’s Name: ________________________________________ (Please print) Council Meeting Date: __________________________ Open Closed I declare a Pecuniary Interest in regards to Agenda item No.: ___________________ of the Agenda for the above noted meeting for the following reason (state general nature): __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ Council Member Signature: ______________________________________ Date: ________________________________ In the case of items to be discussed in Closed Session, the member shall leave the meeting and shall not participate in or influence the vote of other members when the said item is to be resolved by Council, in accordance with the Town’s Procedural By-Law. CLERK’S USE ONLY: Date Received: _______________, 20_____ Time Received: _____________ 104 Report Title Procedural By-Law Report No. CL 16-20 Author Donna Wilson Meeting Type Council Meeting Council Date September 12, 2016 Attachments Draft Procedural By-Law 2016 Procedural By-Law 3511 By-Law Comparison Chart Page 1 / 2 CL 16-20 Procedural By-Law RECOMMENDATION THAT Council receives Report CL 16-20 Procedural By-Law as information. EXECUTIVE SUMMARY The draft procedural by-law has been provided to Council for review. Council will have the opportunity to review and provide comments to the Clerk prior to the by-law coming before Council for consideration and adoption. Staff will bring the by-law back to Council for consideration at the October 12, 2016 Council meeting. BACKGROUND The Municipal Act, S.O. 2991, c. 25 Subsections 238 (2) and (2.1) state the following: “Every municipality and local board shall pass a procedure by-law for governing the calling, place and proceedings of meetings.” “The procedure by-law shall provide for public notice of meetings.” Amendments to the By-Law take into consideration recent changes in legislation including that of Bill 8, The Public Sector and MPP Accountability and Transparency Act, 2014 which came into force on January 1, 2016. The Act provided for amendments to reflect new, mandatory closed meeting requirements as set out in the Municipal Act. Section 239 (3)(b) of the Municipal Act, 2001 as amended by Bill 8 provided for additional reasons that a Municipality may go into a closed session and states: “(3) A meeting or part of a meeting shall be closed to the public if the subject matter being considered is, 105 Page 2 / 2 CAO (b) an ongoing investigation respecting the municipality, a local board or a municipally-controlled corporation by the Ombudsman appointed under the Ombudsman Act, an Ombudsman referred to in subsection 223.13 (1) of this Act, or the investigator referred to in subsection 239.2 (1). 2014, c. 13, Sched. 9, s. 22.” A review of the current procedural by-law revealed that there were some practices that were outdated and did not reflect the current procedures of Tillsonburg Town Council. The new by- law has also attempted to be more practical in its verbiage, and provide a better flow of information including the roles of council, meeting procedures, order of business and notices. The table of contents provides easy references to defined sections of the by-law allowing for quick and easy access to information. The attached chart provides a comparison of the draft Procedural By-Law and the current Procedural By-Law 3511. CONSULTATION/COMMUNICATION Staff has consulted with a number of Municipalities regarding their practices for Procedural By- Laws including Norfolk County, the City of Ottawa, City of Belleville, City of Woodstock, Bruce County, City of Cambridge, City of Waterloo, City of Barrie, Municipality of Clarington and the County of Oxford. FINANCIAL IMPACT/FUNDING SOURCE N/A COMMUNITY STRATEGIC PLAN (CSP) IMPACT Section 1 – Excellence in Local Government 1.3 Demonstrate accountability – An up to date procedural By-Law would provide the public with a defined process which adheres to current legislative requirements to ensure accountability and transparency in relation to Tillsonburg’s procedural practices. 106 Report Title Animal Control By-Law Amendment – Muzzle Orders Report No. DCS 18-06 Author Geno Vanhaelewyn, Chief Building Official Meeting Type Council Meeting Council Date MARCH 1, 2018 Attachments Page 1 / 4 DCS 18-06 Animal Control By-Law Amendmen RECOMMENDATION THAT Council receives Report DCS 18-06, Animal Control By-Law Amendment – Muzzle Orders, as information; AND THAT By-Law 4169, to amend By-Law 3507, Animal Care and Control, to include a provision for muzzle order hearings and appeals, be brought forward for Council consideration; AND THAT staff advertise for a community member for the Muzzle Order Appeal Committee for Council Appointment. EXECUTIVE SUMMARY Recently, staff identified the necessity to amend the current Animal Control By-law 3507 to include a defined hearing process for dog owners that have been served with a muzzle order. The amendment proposed will provide dog owners to appeal the muzzle order to an “Animal Control Committee” rather than directly to Council and will lay out the process and timelines for the appeal to be heard. BACKGROUND In 2011 Council passed Animal Control By-Law 3507 which provides for the licensing, regulation, and control of animals within the Town of Tillsonburg. Part XI of this by-law references Muzzle Orders as follows: PART XI: MUZZLE ORDER - DOGS (35) (i) Where an Officer determines that a dog is a potentially dangerous dog or a dangerous dog, the Animal Control Officer may issue a Muzzle Order to the owner of the dog. 107 Page 2 / 4 CAO (ii) The Animal Control Officer may impose conditions on the Muzzle Order to ensure the health and safety of the owner, the dog, and other persons and animals, and the order is effective immediately on issuance. (36) (i) A Muzzle Order may be served by: (a) delivering it personally to the owner of the dog; or (b) Sending it by registered mail to the last known address of the owner of the dog. (37) Notwithstanding other sections of the Bylaw, when a Muzzle Order has been served, the owner of a dog: (i) shall ensure that the dog shall be restrained when on the owner’s premises and (a) Shall be kept inside a building or house or enclosed pen of a minimum size for each dog of 4’ wide 12’ long, 6’ high, completely enclosed with 9 gauge mesh wire with a poured concrete floor to prevent a dog from coming in contact with or making a real and substantial threat of attack on any person or a domestic animal. (ii) Shall not permit the dog to be off the premises of the owner unless it is muzzles, and securely leashed on a 2 foot lead. (iii) Further to Sections 36 i. and ii. the dog may be restrained, leashed and muzzled through any other means as directed by the Animal Control Officer. (iv) Shall ensure that the dog does not bite, chase, or attack a person or a domestic animal on any property including that of the owner. (v) Shall put the dog under the control of a person at least eighteen (18) years of age when the dog is not on the owner’s premises. (vi) Shall notify the Animal Control Officer within five (5) days of transfer if the dog is transferred to a new location or if the ownership of the dog is transferred to another person in the municipality, and the Muzzle Order shall still apply. (vii) Shall ensure that the dog is spayed or neutered; (viii) Shall obtain a warning sign as prescribed by the Animal Control Officer which shall be posted and displayed continuously by the owner in a prominent location in close proximity where the particular dog is kept; (ix) The dog shall be implanted with an identification microchip (x) Shall comply with any other conditions imposed in the Muzzle Order. (38) A Muzzle Order expires when the dog dies or the Animal Control Officer is satisfied that it no longer resides in the Town of Tillsonburg. By-Law Enforcement Officers issue approximately 1 – 2 muzzle orders per year and since 2010 the Town has only received one recent request for a muzzle order appeal hearing. Section 105 of the Municipal Act requires Council or a Committee of Council of the municipality to hold a hearing on whether to exempt an owner in whole or in part from muzzling requirements of a dog, when so requested by the dog owner. Currently the Town does not have a committee 108 Page 3 / 4 CAO in place and therefore any hearing would need to be heard by Council. The following proposed amendments to the by-law will establish a Committee of Council to hold the hearing when requested. 1. Amend By-Law 3507 by inserting a definition of “Animal Control Committee” as follows: PART I: DEFINITIONS “Animal Control Committee” means a committee that is responsible for considering appeals in accordance with the procedures established under the provisions of the Statutory Powers Procedure Act. The Committee considers appeals to Muzzle Orders (muzzle/leash an animal) issued by Animal Control Officers. The Committee is authorized by the Statutory Powers Procedure Act to do the following: • Hear appeals filed by appellants; • Execute all of the powers of an Animal Control Officer; and, • Confirm, modify, or rescind Muzzle Orders, or extend the time for complying with a Muzzle Order. 2. Amend section (38) of By-Law 3507 as follows: (38) Where a dog has been ordered to be muzzled by an Animal Control Officer, pursuant to the provisions of this by-law, the aggrieved owner of the dog may apply for a hearing in respect of such Muzzle Order. (i) An application for a hearing shall be made in writing and delivered to the Town Clerk or designate within sixty (60) days of the Muzzle Order being issued. (ii) Upon receipt of the application and required fee of $110.00 (or as amended by the Town Rates and Fees By-Law), the Town Clerk or designate shall convene a hearing of the “Animal Control Committee” and shall give seven (7) days notice to the appellant by either personal service or by registered mail of the date, time and location of the hearing. (iii) The “Animal Control Committee” shall be comprised of the Chief Building Official or designate, the Town Clerk or designate, two (2) current members of Council, and one (1) member of the public. (iv) When the owner of the dog does not attend at the proper time and place, the “Animal Control Committee” may proceed with the hearing and the appellant shall not be entitled to any further notice of the proceeding. (v) Notwithstanding that an Applicant has applied for a hearing to appeal the Muzzle Order, the Muzzle Order takes effect when it is served on the person to whom it is directed and remains in effect until the “Animal Control Committee” has made its decision on the appeal. (vi) A written copy of the decision from the “Animal Control Committee” shall be made and prepared as soon as it is practicable after the conclusion of the hearing and shall be sent to the appellant by either ordinary mail or registered mail. 109 Page 4 / 4 CAO (vii) The “Animal Control Committee” may, at its discretion, reserve its decision to be presented later, which shall not be later than 10 days from the hearing date. (viii) The decision of the committee is final and binding. (ix) A Muzzle Order expires when the dog dies or the Animal Control Officer is satisfied that it no longer resides in the Town of Tillsonburg. CONSULTATION/COMMUNICATION During the by-law review and drafting process, staff consulted and communicated with the Clerks Department, the Municipal Law Enforcement Officers’ Association and conferred with other municipalities. FINANCIAL IMPACT/FUNDING SOURCE The proposed appeal fee is comparable with neighbouring municipalities that have a similar process and will cover a portion of the cost incurred by staff and the committee. This fee will be reassessed annually through the Rates and Fees By-Law. COMMUNITY STRATEGIC PLAN (CSP) IMPACT N/A 110 THE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 4169 A BY-LAW to amend By-Law 3507, being a by-law to provide for the licensing, regulation and control of animals within the Town of Tillsonburg. WHEREAS sections 9 to 11 of the Municipal Act, 2001, S.O. 2001, c. 25, as amended hereinafter referred to as "Municipal Act" confer the power to pass by-laws regulating or prohibiting animals to a lower-tier municipality; AND WHEREAS section 105 of the Municipal Act requires Council or a Committee of Council of the municipality to hold a hearing on whether to exempt an owner in whole or in part from muzzling requirements of a dog, when so requested by the dog owner; WHEREAS the Municipal Council of the Corporation of the Town of Tillsonburg deems it necessary to amend By-Law Number 3507. NOW THEREFORE BE IT RESOLVED THAT the Council of The Corporation of the Town of Tillsonburg enacts as follows: PART I: DEFINITIONS “Animal Control Committee” means a committee that is responsible for considering appeals in accordance with the procedures established under the provisions of the Statutory Powers Procedure Act. The Committee considers appeals to Muzzle Orders (muzzle/leash an animal) issued by Animal Control Officers. The Committee is authorized by the Statutory Powers Procedure Act to do the following: • Hear appeals filed by appellants; • Execute all of the powers of an Animal Control Officer; and, • Confirm, modify, or rescind Muzzle Orders, or extend the time for complying with a Muzzle Order. AND THAT section (38) shall be amended as follows: PART XI: MUZZLE ORDER- DOGS (38) Where a dog has been ordered to be muzzled by an Animal Control Officer, pursuant to the provisions of this by-law, the aggrieved owner of the dog may apply for a hearing in respect of such Muzzle Order. (i) An application for a hearing shall be made in writing and delivered to the Town Clerk or designate within sixty (60) days of the Muzzle Order being issued. (ii) Upon receipt of the application and required fee of $110.00 (or as amended by the Town Rates and Fees By-Law), the Town Clerk or designate shall convene a hearing of the “Animal Control Committee” and shall give seven (7) days notice to the appellant by either personal service or by registered mail of the date, time and location of the hearing. (iii) The “Animal Control Committee” shall be comprised of the Chief Building Official or designate, the Town Clerk or designate, two (2) current members of Council, and one (1) member of the public. (iv) When the owner of the dog does not attend at the proper time and place, the “Animal Control Committee” may proceed with the hearing and the appellant shall not be entitled to any further notice of the proceeding. (v) Notwithstanding that an Applicant has applied for a hearing to appeal the Muzzle Order, the Muzzle Order takes effect when it is served on the person to whom it 111 is directed and remains in effect until the “Animal Control Committee” has made its decision on the appeal. (vi) A written copy of the decision from the “Animal Control Committee” shall be made and prepared as soon as it is practicable after the conclusion of the hearing and shall be sent to the appellant by either ordinary mail or registered mail. (vii) The “Animal Control Committee” may, at its discretion, reserve its decision to be presented later, which shall not be later than 10 days from the hearing date. (viii) The decision of the committee is final and binding. (ix) A Muzzle Order expires when the dog dies or the Animal Control Officer is satisfied that it no longer resides in the Town of Tillsonburg. THAT these amendments to By-Law 3507 are hereby declared to be part of that By-Law as if written therein. READ A FIRST AND SECOND TIME THIS 1st DAY OF MARCH, 2018. READ A THIRD AND FINAL TIME AND PASSED THIS 1st DAY OF MARCH, 2018. _______________________________ Deputy Mayor – Dave Beres ________________________________ Town Clerk – Donna Wilson 112 Report Title Surplus Land Declaration – 58 Brock St E Report No. DCS 18-02 Author Cephas Panschow Meeting Type Council Meeting Council Date MARCH 1, 2018 Attachments Page 1 / 5 RECOMMENDATION THAT Council receive Report DCS 18-02 Surplus Land Declaration – 58 Brock St E; AND THAT the property described as Part of Lot 1187 and 1188, Plan 500, Part 3, 41R5389, be declared surplus to the needs of the Town of Tillsonburg in accordance with Bylaw 3549 – Sale of Real Property Policy subject to: • Rezoning of the property by the Town from Open Space 1 to zoning suitable for development; • Preparation and approval of a Record of Site Condition by the Ministry of Environment and Climate Change; • Advertising in accordance with Town Policy EXECUTIVE SUMMARY The purpose of this report is to seek Council approval to declare the 58 Brock Street East property surplus to the needs of the municipality in order to facilitate the possible sale of the property. BACKGROUND The 58 Brock Street East property is located at the Northeast corner of Brock Street and Lisgar Ave. Based on assessment roll information provided by the Municipal Property Assessment Corporation, 58 Brock Street East property appears to have been owned by the Town since 1990 and formerly contained a hydro line that traversed the property. It is likely that the lands were also formerly used as part of a rail corridor through the Town. 113 Page 2 / 5 Figure 1 – Subject Property (58 Brock St E) Figure 2 – Subject Property (Zoomed Out) 114 Page 3 / 5 The following departments and agencies have been circulated regarding this property and their comments are summarized in the following table. Department/Agency Comment Response Bell Canada No comments received Engineering Department • Appears municipal services are in place or are readily available with minimal roadway corridor restoration work • Operations Services supports the recommendation to declare this property surplus for residential development • There is an existing catchbasin on the property and should the catchbasin be required to remain on the property, an easement would be required • The existing sidewalk may have to be replaced and extended in order to meet accessibility requirements Staff will make any prospective purchasers aware of this potential requirement Staff will make any prospective purchasers aware of this potential requirement Planning Department • Rezoning required for residential use - Current zoning is OS1 • Record of Site Condition likely required for any residential uses as the lands were formerly used as railway corridor Recommend that the lands be rezoned to support residential development Recommend that the town obtain a Record of Site Condition in order to enable the sale of the property Rogers There is an existing fibre optic cable that crosses the back of the property. Should a relocation be required, Rogers would seek to have 100% of the cost paid by the developer or owner. The cost for this has been estimated at $28,000. The preliminary review provided indicates that the aerial cable would need to be buried as there is no suitable poles to re-route the existing cable. However, it is possible to develop the site without requiring the relocation of the cable so staff will make any 115 Page 4 / 5 prospective purchasers aware of this restriction. Should they want to relocate it, staff recommends that it be at their cost. Tillsonburg Hydro Inc There is an anchor on the north west corner that appears to be on the property. This anchor cannot be relocated and will need to be captured in an easement should the property change ownership. An updated plan will be prepared to capture this easement requirement. Union Gas No concerns raised. There is a gas main that runs east/west along Brock St E, but that is within the municipal right of way and should be out of the way of any work on the site None required COMMUNITY STRATEGIC PLAN Supporting the sale of surplus land for residential development is consistent with the Town’s Community Strategic Plan: Section Action Item Comment 3.2 Provide opportunities for families to thrive Consult with local families on their needs and explore the necessity of providing additional support to families The sale of the land will enable the development of this property for new housing in the downtown core and potentially contribute to the availability of housing for families CONSULTATION/COMMUNICATION Notice of the potential surplus property will be provided in accordance with Bylaw 3549 – Sale of Real Property Policy, and specifically, by: • Posting a notice on the property; • Advertising in the Tillsonburg News; and, • Posting a notice on the Town’s website. 116 Page 5 / 5 FINANCIAL IMPACT/FUNDING SOURCE The following costs are expected to be charged to the property: Description Amount Rezoning Application $700 Record of Site Condition ~$5,000 Legal & Closings Costs ~$3,000 Total Costs $8,700 The revenue generated from the property would offset these costs with any excess revenue being contributed towards reserves. 117 Report Title Community Improvement Plan Application – 253 Broadway Report No. DCS 18-08 Author Cephas Panschow Meeting Type Council Meeting Council Date MARCH 1, 2018 Attachments CIP Application Page 1 / 4 RECOMMENDATION THAT Council receive Report DCS 18-08 Community Improvement Plan Application – 253 Broadway; AND THAT the 253 Broadway property be approved for the Tax Increment Grant Back Program and the Permit Fee Grant Back Program of the Community Improvement Plan, related to enhancements of the property, at the Strategic Level, which offers the following growth related rebates: • Years 1 to 6 - 100% rebate of the incremental tax increase • Year 7 - 80% rebate • Year 8 - 60% rebate • Year 9 - 40% rebate • Year 10 - 20% rebate • with full property taxes being payable in 2029; and, • a 50% rebate of the building permit fees. EXECUTIVE SUMMARY The purpose of this report is to seek Council approval to provide property tax and building permit fee rebates to the owners of the 253 Broadway property. The owners plan to invest over $5 Million to construct a new building with one commercial unit and 28 residential units in the downtown. 118 Page 2 / 4 BACKGROUND The Town has received a Community Improvement Plan (CIP) application from the owners of the 253 Broadway property. The 253 Broadway property was sold to JMR Properties Inc as part of a public process that started with the release of a Request for Expressions of Interest in early 2014 and resulted in the transfer of the property to JMR Properties Inc on April 18, 2017. An amended Site Plan with revised building elevations was approved by Town Council on August 21, 2017. Since then, the owner has been working to prepare their building permit submission, which was received on January 26, 2018 and is currently undergoing review. The 253 Broadway property is currently vacant land and the proposed development will consist of three-storey, 43,872 square foot building with one 2,800 square foot commercial ground floor unit and twenty-eight residential apartments on floors two and three. Figure 1 – Proposed Development 119 Page 3 / 4 The application has requested the following investment support: Program Analysis Architectural Design Grant Not recommended for approval as this program is more geared towards supporting façade improvement projects Brownfield Redevelopment Incentive Not recommended for approval Legal and Registration Grant Not recommended for approval as this program is more geared towards supporting façade improvement projects Permit Fee Grant Back Recommended for approval Tax Increment Equivalent Grant Back Program Recommended for approval In reviewing this application, staff believe that it falls in the “Strategic Level” category of the program for the following reasons: • Projects conform to many of the design and general guidelines contained in the Town’s Central Area Design Study • Meets energy efficiency guidelines in the updated Ontario Building Code • Improved accessibility with no barriers to access Support for the project through the Community Improvement Plan is also critical due to the increased costs since the project was first proposed (estimated 60% increase) and mitigation required due to the type and depth of topsoil on the site. If approved, the property owner will be eligible for a 100% rebate of the increased taxes for the first six years with the rebate decreasing by 20% per year until full taxes are payable in year 11. The base value for the property will be set at approximately the sale value of the land and the future assessment will likely be in the $4,000,000 to $5,000,000 range. CONSULTATION/COMMUNICATION The application has been submitted by an existing property owner in the community. The new Community Improvement Plan was developed through extensive consultation and input from the Development Committee and the community. FINANCIAL IMPACT/FUNDING SOURCE The building permit fee for this project is estimated at 53,876. Under the Strategic Level of the CIP Program, projects are eligible for up to a 75% rebate of the building permit fee. However, due to limited funding, staff is recommending that only a 50% rebate be considered. If the recommendation for a 50% rebate is approved, the rebate will be approximately $26,938. As the building will not be completed until 2019, the rebate will have to be budgeted for as part of the 2019 budget process. 120 Page 4 / 4 COMMUNITY STRATEGIC PLAN Theme 2.1 of the Community Strategic Plan identifies the need to Support new and existing businesses and provide a variety of employment opportunities. The new Community Improvement Plan was approved by Council in 2017 with the intent to support key investments in the community and approving this application will support the relocation and expansion of an existing business within the downtown, thereby contributing to the increased strength of the core. This project also supports Theme 3.1 of the Community Strategic Plan – Make Tillsonburg an attractive place to live for youth and young professionals – as the proposed development will offer a housing option that is not currently available in the Town. 121 DocuSign Envelope ID: 1ECFBDD3-B944-4BD9-AE98-2C8E4607B437122 DocuSign Envelope ID: 1ECFBDD3-B944-4BD9-AE98-2C8E4607B437123 DocuSign Envelope ID: 1ECFBDD3-B944-4BD9-AE98-2C8E4607B437124 DocuSign Envelope ID: 1ECFBDD3-B944-4BD9-AE98-2C8E4607B437125 DocuSign Envelope ID: 1ECFBDD3-B944-4BD9-AE98-2C8E4607B437126 DocuSign Envelope ID: 1ECFBDD3-B944-4BD9-AE98-2C8E4607B437127 DocuSign Envelope ID: 1ECFBDD3-B944-4BD9-AE98-2C8E4607B437January 8, 2018 | 12:06 PM PSTJanuary 8, 2018 | 12:06 PM PST128 Report Title Community Improvement Plan Application – 20 Vance Dr Report No. DCS 18-09 Author Cephas Panschow Meeting Type Council Meeting Council Date MARCH 1, 2018 Attachments CIP Application Page 1 / 3 RECOMMENDATION THAT Council receive Report DCS 18-09 Community Improvement Plan Application – 20 Vance Dr; AND THAT the 20 Vance Drive property be approved for the Tax Increment Grant Back Program and the Permit Fee Grant Back Program of the Community Improvement Plan, related to enhancements of the property, at the Strategic Level, which offers the following growth related rebates: • Years 1 to 6 - 100% rebate of the incremental tax increase • Year 7 - 80% rebate • Year 8 - 60% rebate • Year 9 - 40% rebate • Year 10 - 20% rebate • with full property taxes being payable in 2029; and, • a 50% rebate of the building permit fees. EXECUTIVE SUMMARY The purpose of this report is to seek Council approval to provide property tax and building permit fee rebates to the owners of the 20 Vance Drive property. The owners plan to invest over $1.5 Million to expend their food processing facility. 129 Page 2 / 3 BACKGROUND The Town has received a Community Improvement Plan (CIP) application from the owners of the 20 Vance Drive property who are investing significantly to: • Expand the raw production facility; • Add two fully cooked processing lines; • Expand the existing freezer; • Replace existing lighting with high efficiency LED lighting; • Increase the energy efficiency of the existing building by adding 6 more inches of insulation and ensuring that the new building has 9 to 12 inches of insulation; and, • Upgraded exterior, landscaping and pavement. The expansion will also result in new jobs with the employment growing from 70 people to potentially 100 people. This will move Tillsonburg Custom Foods into the top 10 private sector employers in the community. Tillsonburg Custom Foods is the second largest food processing company in the Town of Tillsonburg. They were established in 2008 in order to turn an underutilized facility into a productive business and this expansion will support their goal of becoming a major player in the Canadian Agri-Food industry. The application has requested the following investment support: Program Analysis Permit Fee Grant Back Recommended for approval Tax Increment Equivalent Grant Back Program Recommended for approval In reviewing this application, staff believe that it falls in the “Strategic Level” category of the program for the following reasons: • Significantly improves the overall attractiveness of the streetscape/community; • Incorporates environmental sustainability features and technology that results in energy conservation and reduced environmental impact; • Supports growth in key economic sectors for the Town, E.g. Automotive, High Tech Manufacturing, Agrifood/Food Processing, Energy, etc The Food Processing sector is a key sector for the Town of Tillsonburg in terms of diversifying and growing our local economy and supporting this investment will enable the growth of a food processing business and employment in the Town. If approved, the property owner will be eligible for a 100% rebate of the increased taxes for the first six years with the rebate decreasing by 20% per year until full taxes are payable in year 11. The base value for the property will be the 2016 assessment of $1,237,000. 130 Page 3 / 3 CONSULTATION/COMMUNICATION The application has been submitted by an existing property owner in the community. The new Community Improvement Plan was developed through extensive consultation and input from the Development Committee and the community. FINANCIAL IMPACT/FUNDING SOURCE The approved 2018 Economic Development & Marketing Budget included $20,000 in funding for the Community Improvement Plan. The estimated value of the permit fee is $16,498 as detailed below. Permit Value of Const. Permit Fee Foundation Only 220,000.00 3,409.00 Building – balance of project 1,100,000.00 13,089.00 If Council approves the recommendation for a 50% rebate of the building permit fees (or $8,249) there will be remaining funding of $11,751 in the 2018 budget. COMMUNITY STRATEGIC PLAN Theme 2.1 of the Community Strategic Plan identifies the need to Support new and existing businesses and provide a variety of employment opportunities. The new Community Improvement Plan was approved by Council in 2017 with the intent to support key investments in the community and approving this application will support Tillsonburg’s growing Food Processing sector and up to 30 new jobs. 131 132 133 134 135 136 137 138 Report Title Partner Agreement – Electric Vehicle Charging Station Report No. DCS 18-11 Author Cephas Panschow Michael Desroches Meeting Type Council Meeting Council Date MARCH 1, 2018 Attachments County Report CAO 18-03 Partner Agreement Page 1 / 3 RECOMMENDATION THAT Council receive Report DCS 18-11 Partner Agreement – Electric Vehicle Charging Station; AND THAT a by-law be brought forward authorizing the Mayor and Clerk to execute all documents necessary to establish a charging station in Municipal Parking Lot 5B, described as Lot 947, Plan 500, Except Part 1 on Reference Plan 41R-2179 and Part 1 on Reference Plan 41R-2232, in the Town of Tillsonburg. EXECUTIVE SUMMARY The purpose of this report is to seek Council approval to enter into a Partner Agreement with the County of Oxford for the placement of one Electric Vehicle Charging Station in a municipal parking lot, which is located at the southwest corner of Broadway and Bridge Street (behind the clock tower). BACKGROUND On March 23 2016, Oxford County was awarded grant funding through the Ministry of Transportation’s Electric Vehicle Charge Ontario (EVCO) program in the amount of $350,760 for the installation of two Level 3 charging stations and four Level 2 charging stations. The funding did not include any Tillsonburg locations. However, the approved installations were completed and commissioned prior to the March 2018 deadline with funds in the amount of $53,500 remaining unspent. County staff initiated discussions with the Town of Tillsonburg and Tillsonburg Hydro Inc regarding a potential location in the Town and a suitable site was identified in late 2017. Subsequent to this, Oxford County Council approved the following motion at their January 24, 2018 meeting: 1. That Council approve one additional EVSE location in each of Tillsonburg (downtown) and Thamesford as outlined in Report CAO 2018-03, to be funded from remaining EVCO Phase 1 funding; 139 Page 2 / 3 2. And further, that Council authorize the Chief Administrative Officer and the Treasurer to amend and execute the Ministry of Transportation EVCO Phase 1 Transfer Payment Agreement (TPA) to reflect two additional Electric Vehicle Service Equipment (EVSE) locations as outlined in Report CAO 2018-03; 3. And further, that Council authorize the Chief Administrative Officer and the Director of Public Works to execute the necessary property access agreements with the Town of Tillsonburg and the Township of Zorra, as outlined in Report CAO 2018-03. Tillsonburg Hydro staff has identified Municipal Parking Lot 5B as an optimal low cost location for the charging station due to the presence of a transformer adjacent to parking spaces – this will provide a higher profile location just off Broadway. Municipal Lot 5B (Transformer located in Northeast Corner of lot) 140 Page 3 / 3 Transformer Station Based on the desirability of increasing the electric vehicle charging infrastructure in both the County of Oxford and the Town of Tillsonburg, staff is recommending that Council proceed with this initiative. CONSULTATION/COMMUNICATION No public consultation has been conducted as part of this initiative; however, both Town and Tillsonburg Hydro staff have been working together on this initiative. FINANCIAL IMPACT/FUNDING SOURCE There is no financial impact related to this report as all of the costs will be covered with funds received through the Electric Vehicle Charge Ontario (EVCO) program. COMMUNITY STRATEGIC PLAN Proceeding with this initiative supports the following themes of the Community Strategic Plan: Theme 1.1 Demonstrate strong leadership in Town initiatives This will help Tillsonburg improve its offerings in terms of the future of transportation. It will also help maintain our relationship with the County of Oxford and the Future Oxford vision. 141 Report No: CAO 2018-03 CAO/CLERK Council Date: January 24, 2018 Page 1 of 4 To: Warden and Members of County Council From: Chief Administrative Officer Electric Vehicle Chargers Ontario Program (EVCO) - Phase 1 Update RECOMMENDATIONS 1. That Council approve one additional EVSE location in each of Tillsonburg (downtown) and Thamesford as outlined in Report CAO 2018-03, to be funded from remaining EVCO Phase 1 funding; 2. And further, that Council authorize the Chief Administrative Officer and the Treasurer to amend and execute the Ministry of Transportation EVCO Phase 1 Transfer Payment Agreement (TPA) to reflect two additional Electric Vehicle Service Equipment (EVSE) locations as outlined in Report CAO 2018-03; 3. And further, that Council authorize the Chief Administrative Officer and the Director of Public Works to execute the necessary property access agreements with the Town of Tillsonburg and the Township of Zorra, as outlined in Report CAO 2018-03. REPORT HIGHLIGHTS § This report seeks County Council approval to invest the remaining provincial funds from the previously approved 2016 Electric Vehicle Charge Ontario (EVCO) program, totaling $53,500, into two additional EVSE locations, one in Tillsonburg (downtown) and one in Thamesford along with authorizing staff to execute all necessary agreements. Implementation Points Upon Council approval of this report, staff will proceed to finalize an amended funding agreement with the Ministry of Transportation and proceed to coordinate the installation at the two sites. Delivery is anticipated prior to March 31, 2018 to meet the timing requirements of the Ministry. Financial Impact A total of $53,500 of provincial funding that would otherwise need to be returned to Ministry of Transportation is available to fund the EV charge stations at the Tillsonburg and Thamesford locations. Based on experience with the existing EVSE locations in Ingersoll and Woodstock, cost of electricity may at times exceed revenue derived from electric vehicle customers. Based on projected increased electric vehicle numbers in Oxford County, we expect revenue will eventually meet and exceed cost of electricity and servicing. 142 Report No: CAO 2018-03 CAO/CLERK Council Date: January 24, 2018 Page 2 of 4 The EVCO program provides 100% funding for approved projects, therefore no funding is required of the County for the proposed projects. Risks/Implications Each additional EVSE location carries with it associated risk of public liability and costs associated with electricity services. Both locations will be installed at approved public parking locations under agreement with the host facility owners (in this case, Town of Tillsonburg and Zorra Township). Strategic Plan (2015-2018) County Council adopted the County of Oxford Strategic Plan (2015-2018) at its regular meeting held May 27, 2015. The initiative contained within this report supports the Values and Strategic Directions as set out in the Strategic Plan as it pertains to the following Strategic Directions: 3. iii. A County that Thinks Ahead and Wisely Shapes the Future - Demonstrated commitment to sustainability by: - Ensuring that all significant decisions are informed by assessing all options with regard to the community, economic and environmental implications including: o Responsible environmental leadership and stewardship o Supporting the community implementation of the Community Sustainability Plan DISCUSSION Background On February 10 2016, County Council approved the Electric Vehicle Accessibility Plan and authorized the CAO to apply for funding in the amount of $793,622.00 for the installation of 4 Level 3 charging stations and twelve Level 2 charging stations in eight locations throughout Oxford County. On March 23 2016, Oxford County received approval and confirmation of a grant in the amount of $350,760.00 for the installation of two Level 3 charging stations and four Level 2 charging stations in two locations. Subsequently, Oxford County received a Transfer Payment Agreement, detailing approved locations and terms of contract, including the requirement to return unused funds. The previously approved installations were completed and commissioned prior to the March 2017 deadline specified within our funding agreement with funds in the amount of $53,500 remaining unspent. Comments In December 2017 Oxford County was informed that a change in MTO policy would permit the funding partner to invest unused funds in additional locations, assuming the equipment could be installed by March 31 2018. 143 Report No: CAO 2018-03 CAO/CLERK Council Date: January 24, 2018 Page 3 of 4 Within the terms of the existing TPA for EVCO Phase 1, two locations were specifically identified, one in Woodstock and one in Ingersoll as indicated in the table below. Location ID Location Level 2 EVSE Level 3 EVSE OXF 1 580 Bruin Blvd., Woodstock 2 1 OXF 2 16 King Street, Ingersoll 2 1 TOTAL 4 2 Given the tight timeline for approval, equipment procurement and installation, it was determined that candidate sites must have easy access to electrical servicing and should optimize electric vehicle demand areas. With Council approval, two additional Location ID’s will be added to an amended TPA as follows: Location ID Location Level 2 EVSE Level 3 EVSE OXF 3 165 Dundas Street, Thamesford 2 OXF 4 225 Broadway, Tillsonburg 2 TOTAL 4 The proposed location in Tillsonburg lies on Town of Tillsonburg lands located in the southwest corner of Broadway and Bridge Street West, directly behind the Town Clock Tower. This site is very close to the one other existing Level 2 charger located at George’s Auto (privately owned but offered to the public at this time). This site is also referenced in general terms within the new Electric Vehicle Feasibility Study and will provide much needed EV charging equipment in the downtown core. 144 Report No: CAO 2018-03 CAO/CLERK Council Date: January 24, 2018 Page 4 of 4 The Thamesford Public Library branch is located in a jointly owned facility between Zorra Township and Oxford County, and provides an ideal location for Level 2 charging. The electricity supply is easily accessible near the southwest corner of the building, providing a relatively inexpensive installation to nearby parking spaces. Final written approval from MTO will be completed after both Oxford County and Municipal partner approvals have been secured in writing. At the time of writing, approvals from MTO and our municipal partners in Zorra and Tillsonburg are verbal only. A property access agreement with the Town of Tillsonburg and the Township of Zorra will also be required to comply with the provincial funding agreement. Following County Council endorsement of this request, final written approvals will be completed. Conclusion The change in MTO policy that originally required the return of unused funds provides Oxford and its municipal partners a limited window of time to leverage available provincial funds. In the time remaining we must secure property, procure equipment and engage contractors. Working with our partners in Tillsonburg and Zorra, delivery at the two proposed locations is achievable and fully supported by prior planning. In supporting this request, County Council will secure two additional locations hosting a total of four charging ports and do so within our existing MTO grant allowance, based on 100% funding. SIGNATURES Report Author: Original signed by Jay Heaman Manager, Strategic Initiatives Approved for submission: Original signed by Peter M. Crockett, P.Eng. Chief Administrative Officer 145 1 PARTNER AGREEMENT THIS AGREEMENT, made in triplicate the 14th day of February 2018. BETWEEN: THE CORPORATION OF THE TOWN OF TILLSONBURG Of the First Part (Hereinafter called the “Partner”) AND COUNTY OF OXFORD Of the Second Part (Hereinafter called the “County”) WHEREAS the County has requested property access to support the build-out of a network of public electric vehicle charging stations in the County of Oxford on lands owned by the Partner described as LOT 947, PL 500, EXCEPT PT 1 on Reference Plan 41R2179 & PT 1 on Reference Plan 41R2232, in the Town of TILLSONBURG, County of Oxford, Ontario (the “Subject Lands”); AND WHEREAS the Province is putting its new Climate Change Strategy into action by investing $20 million from the Ontario Green Investment Fund to support the build-out of a network of public electric vehicle charging stations (also referred to as “Electric Vehicle Supply Equipment” or “EVSE”); AND WHEREAS through the $20 million Electric Vehicle Chargers Ontario Program (the “EVCO”), a grant program, the Province is providing funding to support the development of EVSE to create a network of fast-charging EVSE in cities, along highways and at workplaces, apartments, condominiums, and public places across Ontario; AND WHEREAS the County has, under the EVCO, applied for funds to assist the County in carrying out a build-out of a network of public electric vehicle charging stations within the County of Oxford which supports the goals of the EVCO; AND WHEREAS the Province agreed, subject to terms and conditions to be set out in a Transfer Payment Agreement, to financially contribute to the Project; AND WHEREAS Schedule H of the Transfer Payment Agreement, sets out the terms and conditions upon which the Province wishes Partner Agreements to be established for the Project; 146 2 NOW THEREFORE this Agreement witnesseth that in consideration of the permission granted by the Partner to the County, the covenants made to the Partner by the County, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the parties agree and covenant as follows: RECITALS 1. The parties agree that the above recitals are true. ACCESS TO PARTNER LANDS BY COUNTY 2. The Partner hereby grants permission to the County, at the sole risk and expense of the County, to access and use the portion of the Subject Lands necessary to give effect to this Agreement, for the purpose and in the manner set out in this Agreement. The Partner and the County acknowledge and agree that the access to and use of the Subject Lands shall be subject to the terms and conditions contained herein. 3. Other than as specifically permitted herein, the County shall make no alterations or improvements to the Subject Lands. SCOPE OF PROJECT 4. The following constitutes the parties’ understanding of the purpose of this Agreement, and the word “Project” in this Agreement shall mean any or all of the following: a) The Province of Ontario, the County and the Partner wish for Electric Vehicle Chargers, which are charging stations where electric vehicles can be re-charged using the electrical grid, to be made available to the public. b) The County intends to install and maintain, at its sole risk and expense, Electric Vehicle Chargers and all equipment necessary for the operation of the Electric Vehicle Chargers, including any signs erected in association with the Electric Vehicle Chargers (the “Equipment”). 5. The Equipment specifications and project timeline shall be as set out in Schedule “A” to this Agreement. 6. The County intends that, once operational, the self-serve electrical vehicle charging services will be available to the public throughout the Term of this Agreement. 7. The County intends to charge fees to the public for the use of the services described above. 147 3 RESPONSIBILITY FOR CONSTRUCTION 8. The County agrees that all work done to carry out the Project shall be done at the County’s sole risk and expense. 9. The Partner shall have no obligation to contribute to the Project beyond maintaining the Subject Lands as described at paragraph 14, below. The Partner shall not be liable for any increased utilities costs or for any service upgrades as a result of the Project. 10. The County agrees that any fees charged to the public shall be at the rate set out in Schedule “A” to this Agreement. The collection of such fees shall be the sole responsibility of the County. 11. The County shall retain the fees it collects to offset the cost of operating the Equipment. 12. The County agrees to carry out the work associated with this Agreement in a way that preserves the value of the Subject Lands and any other Partner assets involved. RESPONSIBILITY FOR MAINTENANCE 13. The County shall be solely responsible for maintenance of the Equipment and shall maintain the Equipment in a good and safe state of repair and shall conduct regular safety inspections of the Equipment. 14. The Partner shall be solely responsible for maintaining the Subject Lands for use as a municipal parking lot and shall maintain the Subject Lands in accordance with the applicable maintenance standards. ACCESS BY PARTNER AND PUBLIC 15. The County shall not obstruct, hinder or interfere with the free access to the Subject Lands by any person acting on behalf of the Partner, including an employee, officer or agent of the Partner. 16. The County shall not obstruct, hinder or interfere with the free access to the Subject Lands by any member of the public except: (a) On a limited basis as required for the safety of the public during construction, maintenance or repair of the Equipment; or, (b) In an emergency, if the County determines that any portion of the Subject Lands is unsafe due to the Equipment, including malfunction of or damage to the Equipment. 148 4 INSURANCE 17. The County shall, at its own expense, maintain a minimum of $2 million in Municipal Liability insurance for its operation of the Project and the Partner shall be named as an additional insured. And that, the Partner shall, at its own expense, maintain a minimum of $2 million in Municipal Liability insurance for its Subject Lands. LIABILITY 18. The County shall be solely liable for and shall exonerate, indemnify and hold harmless the Partner and its directors, members of council, officers, employees and agents from and against any claim, fine, penalty, liability, damages, loss and judgments (including but not limited to, costs and expenses incidental thereto) (collectively “Claim”) caused by or resulting from: a) The County’s construction, installation, maintenance or repair of the Equipment; b) Any damage, disrepair or unsafe condition of the Equipment, however caused; c) The use of the Equipment by any member of the public; d) The County’s presence, actions or activities on the Subject Lands; e) The County’s collection of fees for the use of the Equipment; f) The County’s performance of its obligations under this Agreement, g) The County’s negligence or wilful misconduct; or, h) The County’s breach of the terms of this Agreement. 19. The Partner shall be solely liable for and shall exonerate, indemnify and hold harmless the County and its directors, officers, employees and agents from and against any claim, fine, penalty, liability, damages, loss and judgments (including but not limited to, costs and expenses incidental thereto) (collectively “Claim”) caused by or resulting from: a) The maintenance, repair and condition of the Subject Lands as a municipal parking lot; b) The Partner’s presence, actions or activities on the Subject Lands; c) The Partner’s performance of its obligations under paragraph 14 of this Agreement, d) The Partner’s negligence or wilful misconduct; or, e) The Partner’s breach of the terms of this Agreement. 20. The indemnity provided in paragraphs 18 and 19 shall survive this Agreement. 21. The Partner shall not be liable to the County for any damage to the Equipment, however caused. 149 5 TERM AND TERMINATION 22. Subject to earlier termination and other conditions as provided in this Agreement, this Agreement shall be effective on the date it is signed by both parties and shall continue for a period of 5 years (the “Term”). 23. Either party may terminate this Agreement on six months’ written notice for any reason whatsoever. 24. The parties acknowledge that the Project is made possible by provincial funding provided to the County through the County’s Transfer Agreement with the Province of Ontario. If at any time prior to the expiry of the Term the County ceases to receive provincial funding sufficient to continue the Project, the County may terminate this Agreement immediately upon provision of written notice to the Partner and such notice shall be deemed effective as soon as the Subject Lands have been restored as described in paragraph 25, below. 25. Upon the expiration of the term or the termination of the Agreement in accordance with paragraphs 23 or 24, the rights herein granted shall be immediately removed and the County shall remove the Equipment and restore the Subject Lands to the condition the Subject Lands were in prior to the date of this Agreement as directed by the Partner, acting reasonably, at the County’s sole expense. PARTNER’S RELATIONSHIP WITH PROVINCE 26. The Partner agrees that the County shall be entitled to represent the Partner in dealings with Her Majesty the Queen in Right of Ontario, solely for the purposes of the Project as described at paragraph 11. 27. The Partner agrees to be bound by the terms of Schedule H of the Transfer Payment Agreement between the County and Her Majesty the Queen in Right of Ontario, attached hereto as Schedule “B” to this Agreement. GENERAL 28. This Agreement and its Schedules constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, expressed or implied, collateral, statutory or otherwise between the parties, relating to the Subject Lands, except as provided in this Agreement. 29. Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound. 150 6 No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver, even if similar in nature, unless otherwise expressly provided. 30. This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the Province of Ontario and the Laws of Canada. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of Ontario with respect to any matter arising under or related to this Agreement. 31. This Agreement shall be read with such changes of gender and number as the context requires and all shall be construed to be several as well as joint. 32. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. 33. Neither party shall assign or transfer, in whole or in part, its rights under this Agreement to any third party without the written consent of the other party. 34. Any provision of this Agreement which requires a party to take any action shall be deemed to require that party to take that action at its own expense. 35. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 36. Schedules “A” and “B” are hereby incorporated into and form part of this Agreement. IN WITNESS WHEREOF the Parties have duly executed this Agreement. THE CORPORATION OF THE TOWN OF TILLSONBURG ____________________ __________________________ Date of Signing Stephen Molnar, Mayor ____________________ __________________________ Date of Signing Donna Wilson, Clerk We have authority to bind the Corporation. 151 7 COUNTY OF OXFORD ____________________ __________________________ Date of Signing Peter M. Crockett, CAO ____________________ __________________________ Date of Signing Lynn S. Buchner, Director of Corporate Services We have authority to bind the Corporation. 152 SCHEDULE “A” PROJECT DESCRIPTION AND CHARGING FEES Project Specific Description Location Level 2 EVSE OXF3 Broadway & Bridge Street, Tillsonburg, ON 2 EVSE Charging Fees OXF3 Broadway & Bridge Street, Tillsonburg, ON $2.00/hr Timelines Project Component Construction begins Station installation Construction ends Operational Date February 15, 2018 March 1, 2018 March 15, 2018 March 31, 2018 Level 2 EVSE Subject to Change Please note: Oxford County reserves the right to make changes listed to the rates above. Rate changes will be approved by Council through the Fees and Charges By-Law and will come into effect January 1 of each year. Partner Agreement – EVSE – Town of Tillsonburg Location ID Location Location ID SCHEDULE "H" REQUIREMENTS FOR PROJECTS WITH PARTNERS H.1. Recipient Representation of Partners. The Recipient warrants that it is entitled to represent each of its Partners, and represents that each Partner has committed itself to undertake all steps necessary to support the Recipient in fulfilling its obligations as specified in the Agreement. H.2 Partner Agreement. The Recipient agrees to bind each of the Partners to the applicable terms and conditions of the Agreement, through a Partner Agreement, and any adjustment to it to capture changes in the Agreement that affects the Partner Agreement. H.3 Tasks, Mutual Responsibilities and Obligations of Recipients and Partners. The Recipient warrants that each Partner Agreement will provide for a clear division, in line with the Recipient's application documents, of the allocation of tasks, mutual responsibilities and obligations among the Recipient and its Partner. H.4 Provisions of Partner Agreement. The Recipient agrees to make each Partner aware of its responsibilities and obligations, and ensure that each Partner Agreement is consistent with and incorporates the relevant provisions of the Agreement. More specifically but without limiting the generality of the foregoing, the Recipient agrees to include in any Partner Agreement provisions to require from each Partner that it: (a) complies with the Requirements of Law which applies to the Partner and obtains any necessary approval including, without limitation, building permission and environmental impact assessment statement; (b) provides the Province, or anyone appointed by the Province, through the Recipient, with any document or information requested for evaluation purpose; (c) promptly reacts, through the Recipient, to any request made by the Province; (d) prior to the Recipient making payment of Funds to a Partner for Project costs, the Partner warrants and provides all necessary proof that such Funds will be used towards Eligible Costs and for the purpose of implementing the Project; (e) immediately informs the Recipient if costs are reduced or any of the disbursement conditions ceases to be fulfilled, or circumstances arise which entitle the Province to demand repayment of Funds and, if any, interest earned on Funds, from the Recipient or the Partner, or both or invoke its other remedies under the Agreement; and (f) complies, without limitation and with any necessary modification, with any applicable obligations of the Recipient under the Agreement, including those concerning representations, warranties, covenants, Funds, Project, acquisition of goods and services, disposal of assets, conflict of interest, record keeping, reporting, accounting, inspection, auditing, review, communications, publicity, indemnity, insurance, acknowledgment of other legislation and directives, and repayment. More specifically and without limiting the generality of the foregoing, the Recipient must ensure that the Partner Agreement includes: (i) report back to the Recipient on how the distributed Funds and interest earned are used; (ii) the ability of the Recipient or the Province, or both, to demand the return of those Funds and an amount equal to the interest earned if not spent in accordance with the Agreement; and Page 139 The County of Oxford EVCO TPA SCHEDULE "B" COUNTY TRANSFER PAYMENT AGREEMENT - SCHEDULE "H" 153 (iii) Funds provided to the Partner be deposited by the Partner into a separate account at a Canadian Financial institution that is in the name of the Partner. H.5 Copy of Partner Agreement. The Recipient agrees to make accessible to the Province at all times and, upon the Province's request, provide the Province with a copy of any Partner Agreement. H.6 Responsibilities of Recipient. Despite having Partners for the Project and entering into Partner Agreements with Partners, the Recipient agrees that it assumes the sole responsibility towards the Province for the implementation, management and coordination of the entire Project and the fulfilment of all obligations arising from the Agreement. Accordingly, the Recipient agrees that it bears the financial and legal responsibility for the entire Project and for each of its Partners. The Recipient will be held liable, in the same way as for its own conduct, if obligations as laid out in the Agreement or in applicable Requirements of Laws are not fulfilled by any of its Partners. H. 7 Repayment of Funds. If the Province demands repayment of Funds in accordance with the Agreement, the Recipient is liable to the Province for the total amount of those Funds, whether or not the Recipient has provided such Funds to a Partner. H.8 Changes to Application Documents. The participation and contribution of the Recipient and each Partner are clearly defined in the application documents. Any change to the above information, if such change impacts the Project, requires the prior written approval of the Province. H.9. Public Disclosure. The Recipient shall ensure that each Partner agrees to the Province publicly disclosing, in communications concerning the Project, the Partner's name and address and the purpose and amount of Funds provided to it. H.10. Liability. Without limiting the requirements set out in paragraph H.4 (f) and the indemnity and insurance obligations under the Agreement, the Recipient agrees to ensure each Partner agrees that the Province shall not, under any circumstances or for any reason whatsoever, be held liable for damage or injury sustained by the staff or property of the Partner while the Project is being carried out. The Province will therefore not accept any claim for compensation or increases in payment in connection with such damage or injury. Page 140 The County of Oxford EVCO TPA SCHEDULE "B" COUNTY TRANSFER PAYMENT AGREEMENT - SCHEDULE "H" 154 Report Title Funding Agreement – Rural Economic Development Program Report No. DCS 18-12 Author Cephas Panschow Meeting Type Council Meeting Council Date MARCH 1, 2018 Attachments RED Application Contribution Agreement Page 1 / 2 RECOMMENDATION THAT Council receive Report DCS 18-12 Funding Agreement – Rural Economic Development Program; AND THAT a by-law be brought forward authorizing the Mayor and Clerk to enter into an agreement with the Province of Ontario to enable funding for the Manufacturing Acceleration Program. EXECUTIVE SUMMARY The purpose of this report is to seek Council approval to enter into a funding contribution agreement with the Province of Ontario to enable the implementation of the Manufacturing Acceleration Program (MAP). This initiative is focused on improving the economic competitiveness of local companies in order to expand into global markets, thereby strengthening Tillsonburg’s economy and ensuring future sustainability. BACKGROUND Council authorized an application to the Rural Economic Development program offered through the Ontario Ministry of Agriculture, Food and Rural Affairs at their September 25, 2017 meeting as per the following resolution: THAT Council receive Report DCS 17-30 Funding Application to the Rural Economic Development Program; AND THAT staff be authorized to submit an application to the Ontario Rural Economic Development Program as detailed in Report DCS 17-30. Further to Report DCS 17-30, staff submitted an application to expand the Manufacturing Acceleration Program initiative by partnering with additional local companies to conduct a review of their business operations and identify software that could improve their efficiency and effectiveness while also exploring opportunities offered by the recent Canada-Europe trade agreement. The Town has since been notified that the funding application in the amount of $65,000 has been approved with 50% of the funding being provided by the Province of Ontario. 155 Page 2 / 2 CONSULTATION/COMMUNICATION The funding application was developed in consultation with the companies that the Town is collaborating with on the Manufacturing Acceleration Program, and specifically, Isah International B.V. and their Canadian software partner, GWA Business Solutions Canada Inc. The collaboration is operating under the MAP Canada name. This program will result in the engagement with a number of manufacturing companies that will undergo the Capabilities Assessment and the Accelerated Business Growth Framework. FINANCIAL IMPACT/FUNDING SOURCE The approved 2018 Economic Development & Marketing Budget contains $20,000 in funding for this project. The project budget as approved is: Funding Sources Amount Applicant (Town of Tillsonburg) $17,500 Collaborating Companies (Isah, GWA) $5,000 Manufacturing Companies $10,000 Rural Economic Development Program Portion $32,500 TOTAL $65,000 COMMUNITY STRATEGIC PLAN Theme 2.1 of the Community Strategic Plan identifies the need to Support new and existing businesses and provide a variety of employment opportunities. The Manufacturing Acceleration Program’s focus on business process improvement and increased exports will help support the improved viability of local manufacturers and increased job growth in the local economy. 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by the Minister of Agriculture, Food and Rural Affairs (the "Province") - and - THE CORPORATION OF THE TOWN OF TILLSONBURG CRA # 126587195 (the "Recipient") I.BACKGROUND The Recipient has applied to the Ontario Ministry of Agriculture, Food and Rural Affairs (OMAFRA) for funding under the Rural Economic Development (RED) program to assist the Recipient in carrying out the project. The Recipient intends to carry out the Project under the Program. The Province wishes to provide Funds to the Recipient for the Project. II.CONSIDERATION In consideration of the mutual covenants and agreements contained in this agreement (the ³Agreement´ and for other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, the Province and the Recipient (the ³Parties´agree as follows: III.ENTIRE AGREEMENT This Agreement, including: Schedule ³A´±General Terms And Conditions, Schedule ³B´±Operational Requirements And Additional Terms And Conditions, Schedule ³C´±Project Description, Schedule ³D´±Project Financial Information, Schedule ³E´±Reporting, and any amending agreement entered into as provided below, constitute the entire agreement between the Parties with respect to the subject matter contained in this Agreement and supersede all prior oral or written representations and agreements. IV.COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. V.AMENDING AGREEMENT This Agreement may only be amended by a written agreement duly executed by the Parties. RURAL ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN: 1 of 34 RED4-08202 177 VI.ACKNOWLEDGEMENT The Recipient: (a)acknowledges that it has read and understands the provisions contained in the entire Agreement; and (b)agrees to be bound by the terms and conditions in the entire Agreement. IN WITNESS WHEREOF the Parties have executed this Agreement on the dates set out below. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO, as represented by the Minister of Agriculture, Food and Rural Affairs Name:Randy Jackiw Date Title:Assistant Deputy Minister I have the authority to bind the Crown pursuant to delegated authority. THE CORPORATION OF THE TOWN OF TILLSONBURG Name:Stephen Molnar Date: Title:Mayor Name:Donna Wilson Date: Title:Clerk I/We have authority to bind the Recipient. 2 of 34 RED4-08202 178 SCHEDULE ³A´ GENERAL TERMS AND CONDITIONS ARTICLE 1 INTERPRETATION AND DEFINITIONS 1.1 Interpretation. For the purposes of interpreting the Agreement: (a)Words in the singular include the plural and vice versa; (b)Words in one gender include all genders; (c)The headings do not form part of this Agreement; they are for reference purposes only and will not affect the interpretation of the Agreement; (d)Any reference to dollars or currency will be in Canadian dollars and currency; (e)Any reference to a statute means a statute of the Province of Ontario, unless otherwise indicated; (f)Any reference to a statute is to that statute and to the regulations made pursuant to that statute as they may be amended from time to time and to any statute or regulations that may be passed that have the effect of supplanting or superseding that statute or regulation unless a provision of the Agreement provides otherwise; (g)All accounting terms will be interpreted in accordance with the Generally Accepted Accounting Principles and all calculations will be made and all financial data to be submitted will be prepared in accordance with the Generally Accepted Accounting Principles; and (h)The words ³include´³includes´and ³including´denote that the subsequent list is not exhaustive. 1.2 Definitions. In the Agreement, the following terms will have the following meaning: ³Additional Terms And Conditions´means the terms and conditions referred to in section 8.1 of Schedule ³A´of this Agreement and specified in section B.2 of Schedule ³B´of this Agreement. ³Arm¶s Length´has the same meaning as set out in the Income Tax Act (Canada) as it read on the Effective Date of this Agreement, and as treated or defined under Generally Accepted Accounting Principles. ³Auditor General´means the Auditor General of Ontario and/or the Auditor General of Canada, depending on the context. ³BPSAA´means the Broader Public Sector Accountability Act, 2010. ³Budget´means the budget attached as section D.3 of Schedule ³D´of this Agreement. ³Business Day´means any working day, Monday to Friday inclusive, excluding statutory and other holidays, namely: New Year¶s Day; Family Day; Good Friday; Easter Monday; Victoria Day; Canada Day; Civic Holiday; Labour Day; Thanksgiving Day; Remembrance Day; Christmas Day; Boxing Day and any other day on which the Province is closed for business. ³Claim Submission Deadline´means the date or dates set out under section D.4 of Schedule ³D´ of this Agreement. ³Contract´means an agreement between the Recipient and a third-party whereby the third-party agrees to provide a good or service for the Project in return for financial consideration that may be claimed by the Recipient as an Eligible Cost. 3 of 34 RED4-08202 179 ³Cost-Share Funding Percentage´means the percentage the Province will pay toward the Recipient¶s Eligible Costs, as set out under section D.1.1 of Schedule ³D´of this Agreement. ³Incurred´in relation to costs, means a cost that a Recipient has become liable for, regardless whether actual payment has occurred (i.e., the Recipient has received the goods or services). ³Effective Date´means the date on which this Agreement is effective, as set out under section B.1.1 of Schedule ³B´of this Agreement. ³Eligible Costs´means those costs set out under section D.6 of Schedule ³D´of this Agreement. ³Event of Default´has the meaning ascribed to it in section 14.1 of Schedule ³A´of this Agreement. ³Expiration Date´means the date on which this Agreement will expire, as set out under section B.1.2 of Schedule ³B´of this Agreement, unless amended or terminated prior to this date in accordance with the terms and conditions of this Agreement. ³FAA´means the Financial Administration Act. ³Failure´means a failure to comply with any term, condition, obligation under any other agreement that the Recipient has with Her Majesty the Queen in Right of Ontario or one of Her agencies. ³FIPPA´means the Freedom of Information and Protection of Privacy Act. ³Funding Year´means: (a)In the case of the first Funding Year, the period commencing on the Effective Date and ending on the following March 31, the Expiration Date, or the termination of this Agreement, whichever comes first; and; (b)In the case of Funding Years subsequent to the first Funding Year, the period commencing on April 1 following the end of the previous Funding Year and ending on the following March 31, the Expiration Date, or the termination of this Agreement, whichever comes first. ³Funds´means the money the Province provides to the Recipient pursuant to this Agreement. ³Guidelines´means any written documents setting out the criteria governing the operation of the Program. ³Holdback´means the amount set out under section D.1.3 of Schedule ³D´of this Agreement. ³Indemnified Parties´means Her Majesty the Queen in Right of Ontario, Her Ministers, agents, appointees and employees. ³Ineligible Costs´means those costs set out under section D.7 of Schedule ³D´of this Agreement. ³Maximum Funds´means the maximum amount of Funds the Province will provide to the Recipient under this Agreement, as set out under section D.1.2 of Schedule ³D´of this Agreement. ³MFIPPA´means the Municipal Freedom of Information and Protection of Privacy Act. ³Notice´means any communication given or required to be given pursuant to this Agreement. ³Notice Period´means the period of time within which the Recipient is required to remedy an Event of Default, and includes any such period or periods of time by which the Province considers it reasonable to extend that time. ³Party´means either the Province or the Recipient, unless the context implies otherwise. ³Program´means the program created by the Province entitled Rural Economic Development Program under Order-in-Council 201/2011, as amended. ³Project´means the undertaking described in Schedule ³C´of this Agreement. ³Project Approval Date´means the date set out in section B.1.3 of Schedule ³B´of this Agreement. 4 of 34 RED4-08202 180 ³Project Completion Date´means the date that the Recipient must complete its Project under this Agreement, as set out in section B.1.4 of Schedule ³B´of this Agreement. ³PSSDA´means the Public Sector Salary Disclosure Act, 1996. ³Reports´means the reports set out under Schedule ³E´of this Agreement. ³Requirements of Law´means all applicable statutes, regulations, by-laws, ordinances, codes, official plans, rules, approvals, permits, licenses, authorizations, orders, decrees, injunctions, directions and agreements with all authorities that now or at any time hereafter may relate to the Recipient, the Project, the Funds and this Agreement. Without limiting the generality of the foregoing, if the Recipient is subject to the BPSAA, the PSSDA or any other type of broader public sector accountability legislative provisions, those broader public sector accountability legislative provisions are deemed to be a Requirement of Law. ³Term´means the period of time beginning on the Effective Date of this Agreement and ending on the Expiration Date or the termination of this Agreement, whichever is shorter. 1.3 Conflict. Subject to section 8.1 of Schedule ³A´of this Agreement, in the event of a conflict between this Schedule ³A´of the Agreement and any other Schedule of this Agreement, the terms and conditions set out under this Schedule ³A´of the Agreement will prevail. ARTICLE 2 REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1 General. The Recipient represents, warrants and covenants that: (a)It is, and will continue to be for the Term of this Agreement, an eligible applicant as described in the Guidelines with full power to fulfill its obligations under this Agreement; (b)It has, and will continue to have for the Term of this Agreement, the experience and expertise necessary to carry out the Project; (c)It has the financial resources necessary to carry out the Project and is not indebted to any person(s) to the extent that that indebtedness would undermine the Recipient¶s ability to complete the Project by the Project Completion Date; (d)It is in compliance with all Requirements of Law and will remain in compliance with all Requirements of Law for the Term related to any aspect of the Project, the Funds or both for the term of this Agreement; and (e)Unless otherwise provided for in this Agreement, any information the Recipient provided to the Province in support of its request for Funds, including any information relating to any eligibility requirements, was true and complete at the time the Recipient provided it. 2.2 Execution of Agreement. The Recipient represents and warrants that it has: (a)The full power and authority to enter into this Agreement; and (b)Taken all necessary actions to authorize the execution of this Agreement. 2.3 Governance. The Recipient represents, warrants and covenants that it has, and will maintain, in writing, for the term of this Agreement: (a)A code of conduct and ethical responsibilities for all persons at all levels of the Recipient¶s organization; (b)Procedures to ensure the ongoing effective functioning of the Recipient; (c)Decision-making mechanisms for the Recipient; 5 of 34 RED4-08202 181 (d)Procedures to enable the Recipient to manage the Funds prudently and effectively; (e)Procedures to enable the Recipient to successfully complete the Project; (f)Procedures to enable the Recipient to, in a timely manner, identify risks to the completion of the Project and develop strategies to address those risks; (g)Procedures to enable the preparation and delivery of all Reports required under this Agreement; and (h)Procedures to enable the Recipient to deal with such other matters as the Recipient considers necessary to ensure that the Recipient carries out its obligations under this Agreement. 2.4 Supporting Documentation. Upon request, and within the time period indicated in the Notice, the Recipient will provide the Province with proof of the matters referred to in this Article 2 of Schedule ³A´of this Agreement. 2.5 Additional Covenants. The Recipient undertakes to advise the Province within five (5) Business Days of: (a)Any changes that affect its representations, warranties and covenants under sections 2.1, 2.2 or 2.3 of Schedule ³A´of this Agreement during the Term of the Agreement; and (b)Any actions, suits or other proceedings which could or would reasonably prevent the Recipient from complying with the terms and conditions of this Agreement. ARTICLE 3 FUNDS AND CARRYING OUT THE PROJECT 3.1 Funds Provided. The Province will: (a)Provide Funds to the Recipient up to the Maximum Funds, based on the Cost-Share Funding Percentage, for the sole purpose of carrying out the Project; (b)Provide the Funds to the Recipient in accordance with section D.5 of Schedule ³D´of this Agreement provided that the Recipient makes claims for payment of Funds in accordance with section D.5 of Schedule ³D´of this Agreement; (c)Provide funding as long as the total combined amount of provincial and federal assistance for the Eligible Costs actually incurred and paid by the Recipient do not exceed ninety per cent (90%) of those costs; and (d)Deposit the Funds into an account designated by the Recipient, provided that account: (i)Resides at a Canadian financial institution, and (ii)Is in the name of the Recipient. 3.2 Limitation On Payment Of Funds. Despite section 3.1 of Schedule ³A´of this Agreement: (a)The Province is not obligated to provide any Funds to the Recipient until the Recipient provides the insurance certificate or other proof as the Province may request pursuant to section 11.2 of Schedule ³A´of this Agreement; (b)The Province is not obligated to provide any Funds until it is satisfied with the progress of the Project; (c)The Province may adjust the amount of Funds it provides to the Recipient without liability, penalty or costs in any Funding Year based upon the Province¶s assessment of the information provided by the Recipient pursuant to Article 6 of Schedule ³A´of this Agreement; 6 of 34 RED4-08202 182 (d)If, pursuant to the FAA, the Province does not receive the necessary appropriation from the Ontario Legislature for payment under this Agreement, the Province is not obligated to make any such payment, and, as a consequence, the Province may: (i)Reduce the amount of Funds and, in consultation with the Recipient, change the Project without liability, penalty or costs; or (ii)Recover Funds already paid to the Recipient; or (iii)Terminate the Agreement pursuant to section 13.1 of Schedule ³A´of this Agreement; (e)The Province shall impose a Holdback on any payment of Funds and will not be obligated to pay that Holdback to the Recipient until after the Province approves the Recipient¶s Final Report pursuant to Article 6 of Schedule ³A´of this Agreement; and (f)The Province is not obligated to pay interest on the Holdback as described in (e) or any other payments under this Agreement. 3.3 Use Of Funds And Project. The Recipient will: (a)Carry out the Project in accordance with the terms and conditions of this Agreement; (b)Complete the Project by the Project Completion Date; (c)Not use the Funds for Ineligible Costs; (d)Use the Funds only: (i)for Eligible Costs that are necessary for the purposes of carrying out the Project; and (ii)for those activities set out in section D.3.1 of Schedule ³D´of this Agreement; and (e)Use the Funds only in accordance with the Budget. 3.4 Province¶s Role Limited To Providing Funds. For greater clarity, the Province¶s role under this Agreement is strictly limited to providing Funds to the Recipient for the purposes of the Project and the Province is not responsible for carrying out the Project. Without limiting the generality of the foregoing, the fact that the Province may conduct reviews and/or audits of the Project as provided for in this Agreement or issues directions, approves changes to the Project or imposes conditions upon an approval in accordance with the terms and conditions of this Agreement will not be construed by the Recipient as the Province having a management, decision-making or advisory role in relation to the Project. The Recipient further agrees that the Recipient will not seek to include the Province as a decision-maker, advisor or manager of the Project through recourse to a third party, court, tribunal or arbitrator. 3.5 No Changes. The Recipient will not make any changes to the Project, including to the Budget or timelines, without the prior written consent of the Province. 3.6 Interest Bearing Account. If the Province provides Funds to the Recipient before the Recipient¶s immediate need for the Funds, the Recipient will place the Funds in an interest bearing account in the name of the Recipient at a Canadian financial institution. The Recipient will hold the Funds in trust for the Province until the Recipient needs the Funds for the Project. 3.7 Recipient Earning Interest. If the Recipient earns any interest on the Funds, the Province may: (a)Deduct an amount equal to the interest from any further installment of the Funds; or (b)Demand from the Recipient the repayment of an amount equal to the interest. 7 of 34 RED4-08202 183 3.8 No Provincial Payment Of Interest. The Province is not required to pay interest on any Funds under this Agreement. For greater clarity, this includes interest on any Funds that the Province has withheld paying to the Recipient. 3.9 Maximum Funds. The Recipient acknowledges and agrees that the Funds available to it pursuant to this Agreement will not exceed the Maximum Funds. 3.10 Rebates, Credits And Refunds. The Recipient acknowledges and agrees that the amount of Funds available to it pursuant to this Agreement is based on the actual costs to the Recipient, less any costs, including taxes, for which the Recipient has received, will receive or is eligible to receive, a rebate, credit or refund. 3.11 Funding, Not Procurement. For greater clarity, the Recipient acknowledges and agrees that: (a)It is receiving funding from the Province for the Project and is not providing goods or services to the Province; and (b)The funding the Province is providing under this Agreement is funding for the purposes of the PSSDA. ARTICLE 4 RECIPIENT'S ACQUISITION OF GOODS AND SERVICES AND DISPOSAL OF ASSETS 4.1 Acquisition. If the Recipient acquires goods or services or both with the Funds, it will: (a)Do so through a process that is transparent, fair and promotes the best value for the money expended and at competitive prices that are no greater than fair market value after deducting trade discounts and/or any other discounts available to the Recipient; and (b)Comply with any Requirements of Law that may be applicable to how the Recipient acquires any goods or services or both. 4.2 Contracts. The Recipient will ensure that all Contracts: (a)Are consistent with this Agreement; (b)Do not conflict with this Agreement; (c)Incorporate the relevant provisions of this Agreement to the fullest extent possible; (d)Require that any parties to those Contracts comply with all Requirements of Law; and (e)Authorize the Province to perform audits of the parties to those Contracts in relation to the Project as the Province sees fit in connection with Article 6 of Schedule ³A´of this Agreement. 4.3 Disposal. The Recipient will not, without the Province¶s prior written consent, sell, lease or otherwise dispose of any asset purchased or created with the Funds or for which Funds were provided, the cost of which exceeded the amount set out in section B.1.5 of Schedule ³B´of this Agreement at the time of purchase within the date set out in section B.1.6 of Schedule ³B´of this Agreement. 8 of 34 RED4-08202 184 ARTICLE 5 CONFLICT OF INTEREST 5.1 No Conflict Of Interest. The Recipient will carry out the Project and use the Funds without an actual, potential or perceived conflict of interest. 5.2 Conflict Of Interest Includes. For the purposes of this Article, a conflict of interest includes any circumstances where: (a)The Recipient; or (b)Any person who has the capacity to influence the Recipient¶s decisions, has outside commitments, relationships or financial interests that could, or could be seen to, interfere with the Recipient¶s objective, unbiased and impartial judgment relating to the Project, the use of the Funds or both. 5.3 Disclosure To The Province: The Recipient will: (a)Disclose to the Province, without delay, any situation that a reasonable person would interpret as an actual, potential or perceived conflict of interest; and (b)Comply with any terms and conditions that the Province may impose as a result of the disclosure. ARTICLE 6 REPORTING, ACCOUNTING AND REVIEW 6.1 Preparation And Submission. The Recipient will: (a)Submit to the Province at the address referred to in section B.1.7 of Schedule ³B´of this Agreement all Reports in accordance with the timelines and content requirements set out in Schedule ³E´of this Agreement, or in a form as specified by the Province from time to time; (b)Submit to the Province at the address provided in section B.1.7 of Schedule ³B´of this Agreement or in a manner specified by the Province, any other reports as may be requested by the Province in accordance with the timelines and content requirements specified by the Province; (c)Ensure that all Reports are completed to the satisfaction of the Province; and (d)Ensure that all Reports are signed on behalf of the Recipient by an authorized signing officer and that the accompanying confirmation has been completed. 6.2 Records Maintenance. The Recipient will keep and maintain: (a)All financial records, including invoices, relating to the Funds or otherwise to the Project in a manner consistent with generally acceptable accounting principles; and (b)All non-financial documents and records relating to the Funds or otherwise to the Project. 6.3 Inspection. The Province, its authorized representatives or an independent auditor identified by the Province may, at their own expense, upon twenty-four (24) hours¶Notice to the Recipient during normal business hours, enter upon the Recipient¶s premises to review the progress of the Project and the Recipient¶s allocation and expenditure of the Funds and, for these purposes, the Province, its authorized representatives or an independent auditor identified by the Province may take one or more of the following actions: (a)Inspect and copy the records and documents referred to in section 6.2 of Schedule ³A´of this Agreement; (b)Remove any copies made pursuant to section 6.3(a) of Schedule ³A´of this Agreement from the Recipient¶s premises; and 9 of 34 RED4-08202 185 (c)Conduct an audit or investigation of the Recipient in respect of the expenditure of the Funds, the Project or both. 6.4 Disclosure. To assist in respect of the rights set out under section 6.3 of Schedule ³A´of this Agreement, the Recipient will disclose any information requested by the Province, its authorized representatives or an independent auditor identified by the Province and will do so in the form requested by the Province, its authorized representatives or an independent auditor identified by the Province, as the case may be. 6.5 No Control Of Records. No provision of this Agreement will be construed so as to give the Province any control whatsoever over the Recipient¶s records. 6.6 Auditor General. For greater certainty, the Province¶s rights to audit under this Article 6 of the Agreement are in addition to any rights provided to the Auditor General. ARTICLE 7 COMMUNICATIONS 7.1 Acknowledgement And Support. Unless otherwise directed by the Province, the Recipient will acknowledge the support of the Province in the form and manner set out under section B.1.8 of Schedule ³B´of this Agreement. 7.2 Approvals Prior To Publication. The Recipient will submit all Project-related publications ± whether written, oral or visual ±to the Province for the approval of the Province prior to publication. The Recipient will indicate, in all of its Project-related publications ±whether written, oral or visual ± that the views expressed in the publication are the views of the Recipient and do not necessarily reflect those of the Province. 7.3 Publication By The Province. The Recipient agrees that the Province may, in addition to any obligations the Province may have under FIPPA, publicly release information under this Agreement, including the Agreement itself, in hard copy or in electronic form, on the internet or otherwise. Without limiting the generality of the foregoing, the types of information the Province may publicize includes: (a)The Recipient¶s name; (b)A description of the Recipient¶s Project; (c)The amount of Funds the Recipient was approved to receive under this Agreement; and (d)The amount of Funds the Recipient actually received under this Agreement. 7.4 News Releases. The Recipient will ensure that all news releases related to the Project and created by the Recipient: (a)Are approved beforehand by the Province and (b)Include quotes from the Province, unless the Province declines to participate. 7.5 News Conferences. The Recipient will notify the Province in a timely manner of any planned news conferences organized by the Recipient to facilitate the attendance of the Province. The date for the news conference and other logistical considerations will be negotiated between the Province and the Recipient. 10 of 34 RED4-08202 186 ARTICLE 8 ADDITIONAL TERMS AND CONDITIONS 8.1 Additional Terms And Conditions. The Recipient will comply with any Additional Terms and Conditions set out under section B.2 of Schedule ³B´of this Agreement. In the event of a conflict or inconsistency between any of the requirements of the Additional Terms and Conditions and any requirements of this Schedule ³A´of the Agreement, the Additional Terms and Conditions will prevail. ARTICLE 9 DISCLOSURE OF INFORMATION PROVIDED BY RECIPIENT 9.1 FIPPA. The Recipient acknowledges that the Province is bound by the FIPPA and undertakes to perform its obligations under this Agreement in a manner that ensures that the Province is not in breach of its obligations under FIPPA. 9.2 Disclosure Of Information. Any information provided to the Province in connection with the Project or otherwise in connection with this Agreement may be subject to disclosure in accordance with FIPPA and any other Requirements of Law. ARTICLE 10 INDEMNITY 10.1 Indemnification. The Recipient hereby agrees to indemnify and hold harmless the Indemnified Parties from and against any and all direct or indirect liability, loss, costs, damages and expenses (including legal, expert and consultant fees), causes of action, actions, claims, demands, lawsuits or other proceedings, by whomever made, sustained, incurred, brought or prosecuted, in any way arising out of or in connection with the Project or otherwise in connection with this Agreement, unless solely caused by the gross negligence or wilful misconduct of the Province. 10.2 Recipient¶s Participation. The Recipient will, at its expense, to the extent requested by the Province, participate in or conduct the defence of any proceeding against any Indemnified Parties and any negotiations for their settlement. 10.3 Province¶s Election. The Province may elect to participate in or conduct the defence of any proceeding by providing Notice to the Recipient of such election without prejudice to any other rights or remedies of the Province under this Agreement, at law or in equity. Each Party participating in the defence will do so by actively participating with the other¶s counsel. 10.4 Settlement Authority. The Recipient will not enter into a settlement of any proceeding against any Indemnified Parties unless the Recipient has obtained the prior written approval of the Province. If the Recipient is requested by the Province to participate in or conduct the defence of any proceeding, the Province, as the case may be, will co-operate with and assist the Recipient to the fullest extent possible in the proceeding and any related settlement negotiations. 10.5 Recipient¶s Co-operation. If the Province conducts the defence of any proceedings, the Recipient will co-operate with and assist the Province, as the case may be, to the fullest extent possible in the proceedings and any related settlement negotiations. 11 of 34 RED4-08202 187 ARTICLE 11 INSURANCE 11.1 Recipient¶s Insurance. The Recipient represents and warrants that it has, and will maintain for the Term of this Agreement, at its own cost and expense, with insurers having a secure A.M. Best rating of B+ or greater, or the equivalent, all 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 ($2,000,000.00) per occurrence. The policy will include the following: (a)The Indemnified Parties as additional insureds with respect to liability arising in the course of performance of the Recipient¶s obligations under, or otherwise in connection with, the Project or under this Agreement; (b)A cross-liability clause; (c)Contractual liability coverage; and (d)A thirty (30) day written notice of cancellation provision. 11.2 Proof Of Insurance. The Recipient will provide the Province with certificates of insurance, or other proof as the Province may request within the time limit set out in that request, that confirms the insurance coverage as required under section 11.1 of Schedule ³A´of this Agreement. Upon the request of the Province, the Recipient will make available to the Province a copy of each insurance policy. 11.3 Right Of ³First Call´On Insurance Proceeds. The Recipient will provide the Indemnified Parties with a right of ³first call´or priority over any other person, including the Recipient, to use or enjoy the benefits of the proceeds from the insurance policy required under section 11.1 of Schedule ³A´of this Agreement to pay any suits, judgments, claims, demands, expenses, actions, causes of action and losses (including without limitation, reasonable legal expenses and any claim for a lien made pursuant to the Construction Lien Act and for any and all liability, damages to property and injury to persons (including death)) that may be brought against the Indemnified Parties as a result of this Agreement. ARTICLE 12 TERMINATION ON NOTICE 12.1 Termination On Notice. The Province may terminate the Agreement at any time without liability, penalty or costs upon giving at least thirty (30) days¶Notice to the Recipient. 12.2 Consequences Of Termination On Notice By The Province. If the Province terminates this Agreement pursuant to section 12.1 of Schedule ³A´of this Agreement, the Province may take one or more of the following actions: (a)Direct that the Recipient does not incur any costs for the Project that are Eligible Costs under this Agreement without the Province¶s prior written consent; (b)Cancel any further payments of the Funds; (c)Demand the repayment of any Funds remaining in the possession or under the control of the Recipient; and (d)Determine the reasonable costs for the Recipient to wind down the Project, and do either or both of the following: (i)Permit the Recipient to offset such costs against the amount owing pursuant to section 12.2(b) of Schedule ³A´of this Agreement; and 12 of 34 RED4-08202 188 (ii)Subject to section 3.9 of Schedule ³A´of this Agreement, provide Funds to the Recipient to cover such costs. ARTICLE 13 TERMINATION WHERE NO APPROPRIATION 13.1 Termination Where No Appropriation. If, as provided for in sections 3.2(d) of Schedule ³A´of this Agreement, the Province does not receive the necessary appropriation from the Ontario Legislature for any payment the Province is to make pursuant to this Agreement, the Province may terminate the Agreement immediately without liability, penalty or costs by giving Notice to the Recipient. 13.2 Consequences Of Termination Where No Appropriation. If the Province terminates this Agreement pursuant to section 13.1 of Schedule ³A´of this Agreement, the Province may take one or more of the following actions: (a)Cancel any further payments of the Funds; (b)Demand the repayment of any Funds remaining in the possession or under the control of the Recipient; and (c)Determine the reasonable costs for the Recipient to wind down the Project and permit the Recipient to offset such costs against the amount owing pursuant to section 13.2(b) of Schedule ³A´of this Agreement. 13.3 No Additional Funds. For greater clarity, if the costs determined pursuant to section 13.2(c) of Schedule ³A´of this Agreement exceed the Funds remaining in the possession or under the control of the Recipient, the Province will not provide additional Funds to the Recipient. ARTICLE 14 EVENT OF DEFAULT, CORRECTIVE ACTION AND TERMINATION FOR DEFAULT 14.1 Events Of Default. Each of the following events will constitute an Event of Default: (a)In the opinion of the Province, the Recipient breaches any representation, warranty, covenant or other term of the Agreement, including failing to do any of the following in accordance with the terms and conditions of this Agreement: (i)Carry out the Project; (ii)Use or spend the Funds; (iii)Provide, in accordance with section 6.1 of Schedule ³A´Reports or any such other reports as may have been requested pursuant to section 6.1(b) of Schedule ³A´under this Agreement; or (iv)The Recipient fails to follow any directions that the Province provides under this Agreement. (b)The Recipient¶s operations, or its organizational structure, changes such that it no longer meets one or more of the eligibility requirements of the Program under which the Province provides the Funds; (c)The Recipient makes an assignment, proposal, compromise, or arrangement for the benefit of creditors, or a creditor makes an application or an order adjudging the Recipient bankrupt, or applies for the appointment of a receiver; or (d)The Recipient ceases to operate. 13 of 34 RED4-08202 189 14.2 Consequences Of Events Of Default And Corrective Action. If an Event of Default occurs, the Province may, at any time, take one or more of the following actions: (a)Initiate any action the Province considers necessary in order to facilitate the successful continuation or completion of the Project; (b)Provide the Recipient with an opportunity to remedy the Event of Default; (c)Suspend the payment of Funds for such a period as the Province determines appropriate; (d)Reduce the amount of Funds by an amount the Province determines is appropriate, acting reasonably; (e)Cancel any further payments of the Funds; (f)Demand the repayment of any Funds remaining in the possession or under the control of the Recipient; (g)Demand the repayment of an amount equal to any Funds the Recipient used, but did not use in accordance with the terms and conditions of this Agreement; (h)Demand the repayment of an amount equal to any Funds the Province provided to the Recipient, even though the Project is partially completed; and (i)Terminate this Agreement at any time, including immediately, without liability, penalty or costs to the Province upon giving Notice to the Recipient. 14.3 Opportunity To Remedy. If, in accordance with section 14.2(b) of Schedule ³A´of this Agreement, the Province provides the Recipient with an opportunity to remedy the Event of Default, the Province will provide Notice to the Recipient of: (a)The particulars of the Event of Default; and (b)The Notice Period. 14.4 Recipient Not Remedying. If the Province has provided the Recipient with an opportunity to remedy the Event of Default pursuant to section 14.2(b) of Schedule ³A´of this Agreement, and; (a)The Recipient does not remedy the Event of Default within the Notice Period; (b)It becomes apparent to the Province that the Recipient cannot completely remedy the Event of Default within the Notice Period; or (c)The Recipient is not proceeding to remedy the Event of Default in a way that is satisfactory to the Province; the Province may extend the Notice Period, or initiate any one or more of the actions provided for in sections 14.2(a), (c), (d), (e), (f), (g), (h) and (i) of Schedule ³A´of this Agreement. 14.5 When Termination Effective. Termination under this Article 14 of Schedule ³A´of this Agreement will take effect as set out in the Notice. ARTICLE 15 FUNDS AT THE END OF A FUNDING YEAR 15.1 Funds At The End Of A Funding Year. Without limiting any rights of the Province under Article 14 of Schedule ³A´of this Agreement, if the Recipient has not spent all of the Funds allocated for the Funding Year as provided for in the Budget, the Province may take one or both of the following actions: (a)Demand the return of the unspent Funds; and (b)Adjust the amount of any further payments of Funds accordingly. 14 of 34 RED4-08202 190 ARTICLE 16 FUNDS UPON EXPIRY 16.1 Funds Upon Expiry. The Recipient will, upon the expiry of the Agreement, return to the Province any Funds remaining in its possession or under its control. ARTICLE 17 REPAYMENT 17.1 Repayment Of Overpayment. If at any time during the Term of this Agreement the Province provides Funds in excess of the amount to which the Recipient is eligible to receive under this Agreement, the Province may: (a)Deduct an amount equal to the excess Funds from any further payments of the Funds; or (b)Demand that the Recipient pay an amount equal to the excess Funds to the Province. 17.2 Debt Due. If, pursuant to this Agreement: (a)The Province demands the payment of any Funds or an amount equal to any Funds from the Recipient; or (b)The Recipient owes any Funds or an amount equal to any Funds to the Province, whether or not their return or repayment has been demanded by the Province, such Funds or other amount will be deemed to be a debt due and owing to the Province by the Recipient and the Recipient will pay or return the amount to the Province immediately, unless the Province directs otherwise. For greater clarity, in the event that the Recipient makes an assignment, proposal, compromise or arrangement for the benefit of creditors or a creditor makes an application for an order adjudging the Recipient bankrupt or applies for the appointment of a receiver, this section 17.2 of Schedule ³A´of this Agreement will not affect any Funds that the Recipient is holding in trust for the Province under section 3.6 of Schedule ³A´of this Agreement. 17.3 Interest Rate. The Province may charge the Recipient interest on any money owing by the Recipient at the then current interest rate charged by the Province of Ontario on accounts receivable. 17.4 Payment Of Money To Province. The Recipient will pay any money owing to the Province by cheque payable to the ³Ontario Minister of Finance´and delivered to the Province at the address referred to in section 18.1 of Schedule ³A´of this Agreement. 17.5 Repayment. Without limiting the application of section 43 of the FAA, if the Recipient fails to repay any amount owing under this Agreement, Her Majesty the Queen in Right of Ontario may deduct any unpaid amount from any money payable to the Recipient by Her Majesty the Queen in Right of Ontario. 17.6 Funds Are Part Of A Social Or Economic Program. The Recipient acknowledges and agrees that any Funds provided under this Agreement are for the administration of social or economic programs or the provision of direct or indirect support to members of the public in connection with social or economic policy. ARTICLE 18 NOTICE 18.1 Notice In Writing And Addressed. Notice will be in writing and will be delivered by email, postage-paid mail, personal delivery or fax and will be addressed to the Province and the Recipient respectively as set out in section B.1.9 of Schedule ³B´of this Agreement or as either Party later designates to the other by Notice. 15 of 34 RED4-08202 191 18.2 Notice Given. Notice will be deemed to have been given: (a)In the case of postage-paid mail, five (5) Business Days after the Notice is mailed; or (b)In the case of email, personal delivery or fax, one (1) Business Day after the Notice is delivered. 18.3 Postal Disruption. Despite section 18.2(a) of Schedule ³A´of this Agreement, in the event of a postal disruption, (a)Notice by postage-prepaid mail will not be deemed to be received; and (b)The Party giving Notice will provide Notice by email, personal delivery or fax. ARTICLE 19 CONSENT BY PROVINCE AND COMPLIANCE BY RECIPIENT 19.1 Consent. When the Province provides its consent pursuant to this Agreement, that consent will not be considered valid unless that consent is in writing and the person providing that consent indicates in the consent that that person has the specific authority to provide that consent. The Province may also impose any terms and conditions on such consent and the Recipient will comply with such terms and conditions. ARTICLE 20 SEVERABILITY OF PROVISIONS 20.1 Invalidity Or Unenforceability Of Any Provision. The invalidity or unenforceability of any provision in this Agreement will not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision will be deemed to be severed. ARTICLE 21 WAIVER 21.1 Waivers In Writing. If a Party fails to comply with any term or condition of this Agreement that Party may only rely on a waiver of the other Party if the other Party has provided a written waiver in accordance with the Notice provisions in Article 18 of Schedule ³A´of this Agreement. Any waiver must refer to a specific failure to comply and will not have the effect of waiving any subsequent failures to comply. For greater clarity, where the Province chooses to waive a term or condition of this Agreement, such waiver will only be binding if provided by a person who indicates in writing that he or she has the specific authority to provide such a waiver. ARTICLE 22 INDEPENDENT PARTIES 22.1 Parties Independent. The Recipient acknowledges and agrees that it is not an agent, joint venturer, partner or employee of the Province and the Recipient will not represent itself in any way that might be taken by a reasonable person to suggest that it is or take any actions that could establish or imply such a relationship. ARTICLE 23 ASSIGNMENT OF AGREEMENT OR FUNDS 23.1 No Assignment. The Recipient will not, without the prior written consent of the Province, assign any of its rights or obligations under this Agreement. 16 of 34 RED4-08202 192 23.2 Agreement Binding. All rights and obligations contained in this Agreement will extend to and be binding on the Parties¶respective heirs, executors, administrators, successors and permitted assigns. ARTICLE 24 GOVERNING LAW 24.1 Governing Law. This Agreement and the rights, obligations and relations of the Parties will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada. Any actions or proceedings arising in connection with this Agreement will be conducted in the Courts of Ontario, which will have exclusive jurisdiction over such proceedings. ARTICLE 25 FURTHER ASSURANCES 25.1 Agreement Into Effect. The Recipient will provide such further assurances as the Province may request from time to time with respect to any matter to which the Agreement pertains and will otherwise do or cause to be done all acts or things necessary to implement and carry into effect the terms and conditions of this Agreement to their full extent. ARTICLE 26 JOINT AND SEVERAL LIABILITY 26.1 Joint And Several Liability. Where the Recipient comprises more than one entity, all such entities will be jointly and severally liable to the Province for the fulfillment of the obligations of the Recipient under this Agreement. ARTICLE 27 RIGHTS AND REMEDIES CUMULATIVE 27.1 Rights And Remedies Cumulative. The rights and remedies of the Province under this Agreement are cumulative and are in addition to, and not in substitution of, any of its rights and remedies provided by law or in equity. ARTICLE 28 ACKNOWLEDGMENT OF OTHER LEGISLATION AND DIRECTIVES 28.1 Recipient Acknowledges. The Recipient acknowledges that: (a)By receiving Funds it may become subject to legislation applicable to organizations that received funding from the Government of Ontario, including the BPSAA, the PSSDA and the Auditor General Act; (b)Her Majesty the Queen in Right of Ontario has issued expenses, perquisites and procurement directives and guidelines pursuant to the BPSAA; and (c)It will comply with any such legislation, including directives issued thereunder, to the extent applicable. 17 of 34 RED4-08202 193 ARTICLE 29 JOINT AUTHORSHIP 29.1 Joint Authorship Of Agreement. The Parties will be considered joint authors of this Agreement and no provision herein will be interpreted against one Party by the other Party because of authorship. No Party will seek to avoid a provision herein because of its authorship through recourse to a third party, court, tribunal or arbitrator. ARTICLE 30 FAILURE TO COMPLY WITH OTHER AGREEMENT 30.1 Other Agreements. If the Recipient: (a)Has committed a Failure; (b)Has been provided with notice of such Failure in accordance with the requirements of such other agreement; (c)Has, if applicable, failed to rectify such Failure in accordance with the requirements of such other agreement; and (d)Such Failure is continuing, the Province may suspend the payment of Funds under this Agreement without liability, penalty or costs for such period as the Province determines appropriate. ARTICLE 31 SURVIVAL 31.1 Survival. The provisions of this Agreement that by their nature survive the expiration or early termination of this Agreement will so survive for a period of seven (7) years from the date of expiry or termination. Without limiting the generality of the foregoing, the following Articles and sections, and all applicable cross-referenced sections and schedules will continue in full force and effect for a period of seven (7) years from the date of expiry or termination: Articles 1 and any other applicable definitions, 9, 10, 17, 18, 20, 21, 24, 25, 27 and 29 as well as sections 3.2(d), 3.2(e), 3.4, 3.9, 3.10, 3.11, 6.1 (to the extent that the Recipient has not provided the Reports to the satisfaction of the Province), 6.2, 6.3, 6.4, 6.5, 6.6, 12.2, 13.2, 14.1, 14.2, 14.4 of Schedule ³A´of this Agreement and any cross-referenced Schedules therein as well as any other provision in this Agreement that specifically sets out it will survive the expiration or early termination of this Agreement. Despite the above, section 4.3 of Schedule ³A´shall survive for a period of two (2) years from the date of expiry or termination of this Agreement. ARTICLE 32 BPSAA 32.1 BPSAA. For the purposes of clarity, if the Recipient is subject to the BPSAA and there is a conflict between any of the requirements of this Agreement and the requirements of the BPSAA, the BPSAA will prevail. [REST OF PAGE INTENTIONALLY LEFT BLANK - SCHEDULE ³B´FOLLOWS] 18 of 34 RED4-08202 194 SCHEDULE ³B´ OPERATIONAL REQUIREMENTS AND ADDITIONAL TERMS AND CONDITIONS B.1 OPERATIONAL REQUIREMENTS B.1.1 Effective Date. The Effective Date of this Agreement is:January 12, 2018 B.1.2 Expiration Date. The Expiration Date of this Agreement is:March 31, 2020 B.1.3 Project Approval Date. The Project Approval Date is the same as the Effective Date. B.1.4 Project Completion Date. The Project Completion Date is:March 31, 2019 B.1.5 Disposal Of Assets. The amount for the purposes of section 4.3 of Schedule ³A´of this Agreement is fifty thousand dollars ($50,000.00) unless Ontario¶s contribution is less than twenty five thousand dollars ($25,000.00) in which case section 4.3 of Schedule ³A´of this Agreement does not apply. B.1.6 Asset Retention Time Period. For the purposes of section 4.3 of Schedule ³A´of this Agreement the Recipient will retain the asset(s) for two (2) years from the date that the Project is completed. B.1.7 Submission Of Publications For Approval And Reports. All Reports and Project-related publications under this Agreement will be submitted to: Name:Ontario Ministry of Agriculture, Food and Rural Affairs Address:Rural Programs Branch 4th Floor NW, 1 Stone Road West Guelph, Ontario N1G 4Y2 Attention:Jennifer Dale, Program Coordinator Fax:519-826-3398 Email:RED@ontario.ca or any other person identified by the Province in writing. B.1.8 Recognition Of Provincial Support: The Recipient will acknowledge the Province¶s support for the Project in the following manner: The Recipient will include on all Project-related publications ±whether written, oral or visual ± graphic identifiers of the Program or a tag line that is acceptable to the Province. All Project- related publications, including the manner in which Program support is recognized on such publications, are subject to approval by the Province under section 7.2 of Schedule ³A´of this Agreement. B.1.9 Providing Notice. All Notices under this Agreement will be provided to: The Province:The Recipient: Name:Ontario Ministry of Agriculture, Food and Rural Affairs The Corporation of the Town of Tillsonburg Address:4th Floor NW, 1 Stone Road West Guelph, Ontario N1G 4Y2 200 Broadway, 2nd Floor Suite 204 Tillsonburg, Ontario N4G 5A7 Attention:Brent Kennedy, Director Cephas Panschow, Development Commissioner Email:RED@ontario.ca cpanschow@tillsonburg.ca or any other person identified by the Parties in writing through a Notice. 19 of 34 RED4-08202 195 B.2 ADDITIONAL TERMS AND CONDITIONS B.2.1 Notice Of Recipient¶s Insolvency. The Recipient will: (a)Provide the Province with Notice at least five (5) Business Days prior to making an assignment, proposal, compromise or arrangement for the benefit of its creditors and will not incur any additional costs for the Project under this Agreement without the Province¶s prior written consent from the date the Notice is sent to the Province; and (b)Provide the Province with Notice within five (5) Business Days of a creditor providing the Recipient with a notice of an intent to enforce security or applying for an order adjudging the Recipient bankrupt or the appointment of a receiver, and will not incur any additional costs under this Agreement without the prior approval of the Province from the date that the Recipient received notice of the creditor¶s action. [REST OF PAGE INTENTIONALLY LEFT BLANK - SCHEDULE ³C´FOLLOWS] 20 of 34 RED4-08202 196 SCHEDULE ³C´ PROJECT DESCRIPTION C.1 PROJECT NAME Manufacturing Acceleration Program Implementation C.2 PROJECT OBJECTIVE The Corporation of the Town of Tillsonburg will receive up to $32,500.00 to expand the Manufacturing Acceleration Program pilot initiative into a manufacturing cluster program in order to enhance business competitiveness and encourage a more integrated manufacturing sector. C.3 ACTIVITIES The Recipient will 1. Identify technology based business process improvements. 2. Conduct a capabilities assessment and a cluster marketing profile. All activities identified above will be completed by the Project Completion Date identified under section B.1.4 of Schedule ³B´of this Agreement. [REST OF PAGE INTENTIONALLY LEFT BLANK - SCHEDULE ³D´FOLLOWS] 21 of 34 RED4-08202 197 SCHEDULE "D" PROJECT FINANCIAL INFORMATION #ELIGIBLE COST ITEM 1.Consulting fees TOTAL ELIGIBLE COSTS UP TO $65,000.00 D.1 FUNDING INFORMATION D.1.1 Cost-Share Funding Percentage. The Cost-Share Funding Percentage is per cent (50.00%) of incurred paid Eligible Costs up to the Maximum Funds. The percentage noted above is rounded to a whole number. Note that for payment purposes the percentage is calculated to 10 decimal places and is based on the Maximum Funds against the Project¶s Total Eligible Costs. D.1.2 "Maximum Funds". The Maximum Funds the Recipient is eligible to receive from the Province under this Agreement is $32,500.00 D.1.3 Holdback. The Holdback will be up to ten per cent (10%) of Maximum Funds from the final payment of Funds made under this Agreement. D.2 INCURRING ELIGIBLE COSTS D.2.1 Incurring Eligible Costs. The Recipient will incur Eligible Costs in accordance with the following chart and no later than by the Project Completion Date. D.3 BUDGET D.3.1 The Budget. The Budget for the Project is set out in the following chart: D.3.2 Project Financing For Eligible Costs. The Financing for the Project is set out in the following chart: PROJECT FINANCING $ AMOUNT The Corporation of the Town of Tillsonburg $17,500.00 RED Funding $32,500.00 GWA Business Solutions $2,500.00 Isah International $2,500.00 Manufacturing Partners $10,000.00 TOTAL ELIGIBLE COSTS $65,000.00 D.4 CLAIM SUBMISSION DEADLINES D.4.1 Claim Submission Deadlines. The Recipient will submit claims to the Province in accordance with whatever is the shorter time period: TOTAL ELIGIBLE COSTS TO BE INCURRED BY QUARTER WITHIN FUNDING YEAR FUNDING YEAR QUARTER 1 (APR. ±JUN.) QUARTER 2 (JUL. ±SEP.) QUARTER 3 (OCT. ±DEC.) QUARTER 4 (JAN. ±MAR.)TOTAL 2018-19 $17,500.00 $22,500.00 $15,000.00 $10,000.00 $65,000.00 TOTAL ELIGIBLE COSTS UP TO $65,000.00 22 of 34 RED4-08202 198 (a)Claims or reports as set out in E.1 will be submitted after the end of each fiscal quarter according to the following schedule: (i)Q1 (April 1 to June 30) - by August 31; (ii)Q2 (July 1 to September 30) - by November 30; (iii)Q3 (October 1 to December 31) - by February 28; or (iv)Q4 (January 1 to March 31) - by May 31. (b)The Final Claim will be submitted within three (3) months after the Project Completion Date as specified in Schedule ³B´(B.1.4). Despite the foregoing, the Province is not required to accept or pay on any claims that have been submitted after the Recipient has submitted their Final Report and the Project has been closed. Only Eligible Costs that are incurred and paid will be reimbursed at the percent cost- share as per section D.1.1 of Schedule ³D´of this Agreement. D.5 PAYMENT OF FUNDS D.5.1 Payment Of Funds. Subject to the terms and conditions of this Agreement, the Recipient will incur Eligible Costs in accordance with the following chart (Column B) and the Province will pay Funds to the Recipient in accordance with the following chart (Column C): FUNDING YEAR (A)ELIGIBLE COSTS BY FUNDING YEAR (B) MAXIMUM FUNDS BY FUNDING YEAR (C) 2018-19 $65,000.00 $32,500.00 TOTAL $65,000.00 $32,500.00 D.6 ELIGIBLE COSTS D.6.1 Eligible Costs. Eligible Costs are those costs that are, in the Province¶s sole and absolute discretion, necessary for the successful completion of the Project, properly and reasonably incurred, paid or reimbursed by the Recipient; and consistent with an Eligible Cost category as set out below in this section D.6.1 of Schedule ³D´of the Agreement. For greater clarity, Eligible Costs are those that are set out immediately below in this Section D.6.1 of Schedule ³D´of this Agreement where those costs have been incurred and paid by the Recipient. Eligible costs must be incurred by the Recipient on or after the Effective Date set out in section B.1.1 of Schedule ³B´and by the Project Completion Date set out in section B.1.4 of Schedule ³B´which is identified in this Agreement. Recipients must follow a process that is transparent and fair, that promotes the best value for the money expended and is at competitive prices that are no greater than the fair market value when purchasing goods or services, including consultants and contractors, for the Project. All businesses from which goods or services are purchased must be at arm's length to the Recipient in order for the costs to be considered eligible. Eligible costs include: (a)Project management, including: (i)Consultant's fees; (ii)Project-related professional fees (e.g., legal, architectural and accounting fees) ; and (iii)Project evaluation. (b)Minor capital, including: 23 of 34 RED4-08202 199 (i)Subcontractor's fees; (ii) Equipment (e.g., plumbing, electrical) and structural modifications to accommodate the installation of equipment within an existing building; and (iii)Renovations and retrofits to existing structures (e.g., materials or supplies and labour to renovate an existing space). (c)Training; (d)Marketing or promotion-related costs; (e)Travel costs in Canada and the continental United States associated with a specific public- facing event or series of events, public-facing hospitality costs directly related to the project, subject to provincial directives (including but not limited to the current Ontario Public Sector Travel, Meal and Hospitality Expenses Directive); (f)Studies; (g) Administrative costs directly related to project implementation (e.g., third-party expenses for printing or other administration); and (h)Wages for new hires to work 100 per cent on project-related activities. Other costs that are, in the Province¶s sole and absolute discretion, direct, incremental and necessary for the successful completion of the Project, provided those costs have been approved by the Province in writing prior to being incurred. D.7 INELIGIBLE COSTS D.7.1 Ineligible Costs. The following costs are Ineligible Costs and therefore ineligible for funding under this Agreement. Those costs include, but are not limited to: (a)Costs incurred prior to the Project Approval Date or after the Project Completion Date; (b)Any cost not specifically required for the execution of a project; (c)Normal operating costs associated with carrying out a business such as salaries and benefits for non-contract staff (i.e., full-time and part-time staff), office space, equipment and machinery, utilities, phone, materials, labour, board, committee and annual meetings; (d)Deposits (prepayments), on their own, are not eligible for reimbursement as they are not an expense in the recipient¶s financial records as the goods/services have yet to be fully received; (e)Direct wage subsidies for existing staff or any other staff who are not 100 per cent dedicated to the activities required to complete the project; (f)Costs to maintain compliance with current Requirements of Law that pertain to the current operations of the recipient; (g)Any travel, meal or hospitality costs beyond those provided for in the current Ontario Public Sector Travel, Meal and Hospitality Expenses Directive; (h)Any in-kind contribution, which are those goods and services that are contributed to a project by the Recipient, Co-recipient(s) or other sources that would otherwise have to be purchased or contracted in order to complete the Project; (i)Financing charges, loan interest payments, bank fees and charges, as well as debt restructuring or fundraising; (j)Major capital costs, including: (i)New construction of buildings, structures (moveable and non-moveable) and other major infrastructure; (ii)Additions to buildings, teardowns or rebuilds; (iii)Purchase or lease of land, buildings and facilities; 24 of 34 RED4-08202 200 (iv)Power lines, plumbing, telecommunications/broadband lines or equipment, water lines outside of the building; and (v)Community aesthetics and functionality (e.g., streetscaping, green space development, murals, street lights, paved surfaces, tree islands). (k)Costs of vehicles; (l)Taxes including Harmonized Sales Tax (HST); (m)Any refund or rebate received, or which the Recipient is eligible to receive; (n)Costs incurred in preparing an application; (o)Cost of alcohol, international travel (outside of Canada and the continental United States), per diems, gifts or incentives; (p)Costs of permits and approvals; (q)Costs of academic research; (r)Costs related to activities that directly influence or lobby any level of government; (s)Sponsorship of conferences and events; and (t)Honorariums, membership costs. D.8 TRAVEL AND MEAL COSTS If travel or meal costs are not necessary to complete the Project, any costs related to travel or meals will not be reimbursed by the Province. D.8.1 Transportation. Local public transportation including hotel/airport shuttles should be used wherever possible. When road transportation is the most practical, economical way to travel the order of preference is rental vehicle then personal vehicle. D.8.2 Rental Vehicles. Compact model or its equivalent is required. Exceptions to this are guided by the principle that the vehicle is the most economical and practical size, taking into account the business purpose, number of occupants and safety (including weather) considerations. Luxury and sports vehicles are prohibited. Gasoline charges are an eligible expense. D.8.3 Personal Vehicle. If using a personal vehicle, daily logs must be kept to track the business use, with distances calculated in kilometers. The current rates for travelling (per kilometer) in a personal vehicle, based on kilometers accumulated from April 1 of each Funding Year, are as follows: (a)From 0 ±km; $0.40 in Southern Ontario and $0.41 in Northern Ontario; (b)From 4,001 ±km; $0.35 in Southern Ontario and $0.36 in Northern Ontario; (c)From 10,701 ±km; $0.29 in Southern Ontario and $0.30 in Northern Ontario; (d)More than 24,000 km; $0.24 in Southern Ontario and $0.25 in Northern Ontario; and (e)Necessary expenditures for parking, tolls for bridges, ferries and highways are eligible. If 200 km or more will be driven a day, use of a rental vehicle is required. D.8.4 Air and Rail Travel. Air and rail travel is permitted if it is the most practical and economical way to travel. Economy (coach) class is the standard option for ticket purchase. Business class is only appropriate on a train in limited circumstances such as: (a)The need to work with a team; (b)Choosing a travel time that allows you to reduce other expenditures or accommodation; (c)Accommodation requirements; and (d)Health and safety requirements. The standard for international air travel is economy class. The lowest available airfares appropriate to particular itineraries are required to be sought and bookings are required to be made as far in advance as possible. 25 of 34 RED4-08202 201 D.8.5 Taxis. Taxis may be justified in cases where: (a)Group travel by cab is more economical than the total cost of individuals travelling separately by public transit or shuttle; or (b)Taking a cab allows you to meet an unusually tight schedule for meetings. D.8.6 Accommodations. Reimbursement can be made for single accommodation in a standard room. Private stays with friends or family are acceptable, and a cash payment or gift may be provided to the friends or family. (a)A maximum of $30 per night is allowed for accommodation including any meals with friends or family, in lieu of commercial accommodation. The $30 value may be given in the form of a small gift (which must be accompanied by a receipt) or by cash or cheque. D.8.7 Travel-Related Tips/Gratuities. Examples of reasonable amounts include: (a)10% - 15% on a restaurant meal; (b)10% on a taxi fare; (c)$2 - $5 for housekeeping for up to two nights in a hotel, up to $10 for a longer stay; and (d)$2 - $5 per bag for a porter. D.8.8 Telecommunication While Travelling. Audio or video conferencing should be considered as an alternative to travel. Whenever possible, the least expensive means of communications should be used while travelling, such as calling card. D.8.9 Meals While Travelling. Alcohol cannot be claimed and will not be reimbursed as part of a travel or meal expense. Taxes and gratuities are included in the meal rates. Reimbursement is for restaurant/prepared food only. Meal Rates in Canada: Meals Maximum Amount Breakfast $10.00 Lunch $12.50 Dinner $22.50 Meal Rates in U.S. (in Canadian dollars): Meals Maximum Amount Breakfast $19.10 Lunch $18.90 Dinner $47.35 [REST OF PAGE INTENTIONALLY LEFT BLANK - SCHEDULE ³E´FOLLOWS] 26 of 34 RED4-08202 202 SCHEDULE ³E´ REPORTING E.1 Reporting Requirements. The following Reports will be provided in full in the corresponding format provided hereafter and with such content as is satisfactory to the Province: Name of Report Due Date 1.Progress Report and Claim Statement Both the Progress Report and Claim Statement together (Schedules ³E.2´and ³E.3´ of this Agreement) as set out in D.4.1(a) will be submitted at a minimum of once every quarter for each Funding Year. A Progress Report and Claim Statement must be submitted even during periods where the amount claimed is zero, unless the Recipient has submitted the Final Report. 2.Final Claim The final claim (Schedule ³E.3´of this Agreement) is to be completed and submitted to the Province within three (3) months of the Project Completion Date (Schedule B.1.4 of this Agreement). 3.Final Report The Final Report (Schedule ³E.4´of this Agreement) is to be completed and submitted to the Province on or before: July 31, 2019 4.Other Reports Any other Report regarding the Project that the Province requests. As directed by the Province. [REST OF PAGE INTENTIONALLY LEFT BLANK - SECTION ³E.2´OF SCHEDULE ³E´@ 27 of 34 RED4-08202 203 SCHEDULE ³E.2´ PROGRESS REPORT File No.: RED4-08202 Project Title:Manufacturing Acceleration Program Implementation Progress Report and Claim Statement are to be completed and submitted to the Province at a minimum of once every quarter for each Funding Year for the Term of the Agreement unless a Final Report has been submitted. Please contact your Project Analyst should you have any questions filling in this report. Please describe the project activities that have been completed or are in progress for this reporting period. Description of Activities Approved Eligible Costs per Activity Amount Claimed to Date per Activity Activity Status (On, Ahead, or Behind Schedule) Issues to Date and Actions Taken to Resolve Issues Actual Expected Completion Date Percentage of Activity Complete For each RED outcome that you indicated on your application that would occur as a direct result of this project, please enter your results to date. Results to Date Number and description of economic development barriers addressed Increased ability to undertake evidence-based planning to identify priorities and measure economic performance (Planning projects only) Number and description of collaborations established Increased economic competitiveness and diversity (e.g., attraction, retention and expansion of businesses) Innovative communities Expansion of markets Number of jobs created /retained Attraction, development or retention of a highly skilled workforce Support for provincial government priorities I understand that this information will, subject to the terms and conditions of the agreement, be relied upon by the Government of Ontario to issue funds. Name of Authorized Official (Print): Signature: Date: 28 of 34 RED4-08202 204 29 of 34 RED4-08202 205 SCHEDULE ³E.4´ FINAL REPORT File No.: RED4-08202 Project Title:Manufacturing Acceleration Program Implementation Project Completion Date: Date of Final Report: Project Recipient:The Corporation of the Town of Tillsonburg Final Report is to be completed and submitted to the Province on or before the µFinal Report Due¶ identified under section E.1 of Schedule ³E´of this Agreement. Please contact your Project Analyst should you have any questions completing this report. Section 1 Project Details Is the description of your Project as completed accurate? Yes No Project Variances (if applicable) In reading the description and project completion date above, has your Project experienced any variances either in project scope or schedule? Please identify any other information with respect to the Project that may have changed or may have been altered. Ensure that you provide a rationale for any variances from the project description noted above. Section 2 Outcomes Economic Barriers Describe how the Project removed barriers to community economic development. Description of Barriers: For each RED outcome that you indicated on your application that would occur as a direct result of this Project, please enter a brief description. Please give quantitative and qualitative statistics where applicable. 30 of 34 RED4-08202 206 1. Increased ability to undertake evidence-based planning to identify priorities and measure economic performance (Planning projects only) Describe how the Project led to evidence-based economic development policy, programs or strategies. What was the outcome for the region or sector? 2. Collaboration for economic growth Describe how Recipient(s) worked with communities, organizations or others to make this project successful and support economic growth. How many collaborations were established? Number of Collaborations: Description of Collaborations: 3. Increased economic competitiveness and diversity (e.g., attraction, retention and expansion of businesses) Describe how the Project increased economic competitiveness and diversity. 4. Innovative communities Describe how the Project led to more innovative communities. Innovation is defined as the application of new ideas, leading-edge process, services or methods of delivery to solve problems, address challenges and take advantage of new opportunities. 5. Expansion of markets Describe how the Project assisted with the expansion of existing markets or access to new markets. 31 of 34 RED4-08202 207 6. Creation and/or retention of jobs Indicate the number of total jobs that were created and/or retained in rural Ontario as a result of the Project. Temporary (e.g., seasonal, construction) Part-time (e.g., approximately 20 hours/week) Full-time Jobs Created Jobs Retained 7. Attraction, development or retention of a highly skilled workforce Describe how the Project contributed to the attraction, retention or development (e.g., training) of a highly skilled and knowledgeable local workforce. 8. Support for provincial government priorities Describe which provincial priorities the Project supported, and how. Section 3 Financial Information Approved Total Eligible Costs Budget Item Budgeted Costs Actual Costs Variance $$$ $$$ $$$ $$$ $$$ $$$ $$$ $$$ $$$ $$$ GROSS ELIGIBLE COST $$$ Less HST (if included in the above numbers)$$$ TOTAL NET ELIGIBLE COSTS*$$$ * Total Net Eligible Cost should match the approved amount noted above. 32 of 34 RED4-08202 208 Section 4 Other Benefits/Information Please provide any other information which demonstrates the success of the Project and its impact on other stakeholders, rural communities and the Province of Ontario. Section 5 Service Experience Based on your project experience with OMAFRA, please indicate with an "X" in the appropriate box for your response. 1. Please indicate the extent to which you agree or disagree with the following statements. Strongly Agree Agree Neither Agree nor Disagree Disagree Strongly Disagree Once my project was approved, I received all the information needed to proceed to the next step of the project. The claim forms were easy to understand and complete. I was able to reach appropriate ministry staff without difficulty. Ministry staff were knowledgeable. I received consistent advice from ministry staff. Ministry staff were courteous. 2. Overall, how satisfied were you with the amount of time it took to get the service that you required? Very Satisfied Satisfied Neither Satisfied nor Dissatisfied Dissatisfied Strongly Dissatisfied 3. Overall, how satisfied were you with the service you received while implementing your project? Very Satisfied Satisfied Neither Satisfied nor Dissatisfied Dissatisfied Strongly Dissatisfied 4. To what extent did the availability of this funding assistance influence your decision to undertake this project? To a Great Extent Somewhat Very Little Not at all 5. Overall, did you find working in the portal fairly easy to understand?Very Easy Somewhat Not Easy Did Not Use the Portal 33 of 34 RED4-08202 209 Section 6 Confidentiality, Certification and Signature Confidentiality Information submitted in this report to the Province of Ontario will be subject to the Freedom of Information and Protection of Privacy Act. Any information submitted in confidence should be clearly marked "CONFIDENTIAL" by the Recipient(s). Inquiries about confidentiality should be directed to OMAFRA¶s Rural Programs Branch. Certification 1. The Project as described in the Agreement has been completed; 2. The Recipient is in compliance with all of the terms and conditions of the Agreement for the Project; and 3. There have been no overpayments by OMAFRA or any other organization or government. The undersigned warrants that these statements are true. Name of Authorized Official (Print): Signature: Date: 34 of 34 RED4-08202 210 Report Title 200 Broadway Lease Extension Report No. FIN 18 - 04 Author DAVE RUSHTON Meeting Type Council Council Date MARCH 1, 2018 Attachments Lease extending and amending agreement Page 1 / 2 Lease Extension RECOMMENDATION THAT By-law 4174 to authorize a Lease Extension and Amending Agreement between the Town of Tillsonburg and SBLP TILLSONBURG TOWN CENTRE INC., be brought forward for Council’s consideration. EXECUTIVE SUMMARY In 2017, it was determined that there was a need for additional office space to extend the lease for space at 200 Broadway, to accommodate the Town’s record management program and increased staffing levels. With Council’s direction in December 2017, staff has negotiated the attached lease extension. BACKGROUND At the December 11, 2017 Council Meeting the following motion was approved: THAT Report FIN17-38 Office Space Review be accepted as information; AND THAT Council authorizes the Treasurer to sign the Term Sheet with Strathallen Capital Corp (on behalf of SBLP Tillsonburg Town Centre Inc.) for rental space at 200 Broadway in Tillsonburg with a term from April 1, 2018 to December 31, 2023. The lease will include increased space of approximately 12,000 square feet for the corporate office. Working with the new owners of the mall allowed the Town to obtain this additional space without a significant budget increase. The Town Hall Steering Committee is searching for a longer term solution to the space needs of the Town but as the current lease is expiring at the end of 2018 it was important for all corporate space to secure additional space. The lease provides an extension for an additional five years with an exit clause any time after June 1, 2021. This provides 3 to 5.5 year timeframe for a new Town Hall solution to be put in place. 211 Page 2 / 2 Lease Extension CONSULTATION Several meetings were held with potential staff user groups to determine the needs and configuration of a new space. FINANCIAL IMPACT The expectation is for a budget surplus through the new rental arrangement for 2018. In 2019 and beyond it should reflect a slight increase of a few thousand dollars per year for the overall cost, but a 33% increase in space occupied. COMMUNITY STRATEGIC PLAN (CSP) IMPACT Council’s approval of the lease extension contributes to the Town’s goal for EXCELLENCE IN LOCAL GOVERNMENT through lower unit cost purchasing. Year 2017 Budget + Proposed Rates + 2% Inflation 2% on HLW and CAM 8,813 Sq. Ft.11,743 Sq. Ft. 2018 227,600$ 196,800$ 2019 232,200 236,200 2020 236,800 237,400 2021 241,500 244,400 2022 246,300 245,600 2023 251,200 246,800 1,435,600$ 1,407,200$ 212 1 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement LEASE EXTENDING AND AMENDING AGREEMENT THIS AGREEMENT made the 4th day of January, 2018 B E T W E E N : SBLP TILLSONBURG TOWN CENTRE INC. hereinafter called the “Landlord” OF THE FIRST PART; - and - THE CORPORATION OF THE TOWN OF TILLSONBURG hereinafter called the “Tenant” OF THE SECOND PART; WHEREAS A. By a lease dated the 27th day of April, 1981 (the “Original Lease”), Sifton Properties Limited as landlord, (the “Original Landlord”) leased to the Tenant for and during a term expiring on the 31st day of December, 1982 (the “Original Term”) certain premises, described as Unit A2204 having an approximate area of 6,790 square feet (the “Initial Premises”), located in a shopping centre municipally known as Tillsonburg Town Centre in the Town of Tillsonburg in the Province of Ontario (the “Shopping Centre”). B. By an amending, acknowledgement and confirmation agreement dated the 9th day of November, 1994 (the “First Amending Agreement”), the parties therein agreed to amend the Original Lease, as more particularly set out therein. C. The Original Landlord transferred its interest in the Original Lease and the Shopping Centre to First Capital (Tillsonburg) Corporation (the “FCR”). D. By a letter agreement dated the 21st day of June, 2010 (the “Second Amending Agreement”) made between FCR as landlord and the Tenant, the Original Term was extended for a further period of five (5) years expiring on the 1st day of October, 2015 (the “First Extended Term”) and the Original Lease was amended in the manner as more particularly set out therein. E. FCR transferred its interest in the Original Lease and the Shopping Centre to RMM Tillsonburg Centre Property Inc. (“RMM”). F. By a lease expansion and amending agreement dated the 3rd day of December, 2013 (the “Third Amending Agreement”), RMM as landlord leased to the Tenant certain additional premises known as Unit A2208 having an approximate area of 2,023 square feet (the “Storage Premises”) in the Shopping Centre for a term of five (5) years 213 2 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement expiring on the 31st day of December, 2018; and the Original Term was extended to expire on the 31st day of December, 2018 (the “Second Extended Term”), and the Original Lease was amended in the manner as more particularly set out therein. G. RMM transferred its interest in the Original Lease and the Shopping Centre to the Landlord; and the Landlord is the registered owner of the Shopping Centre. H. The Original Lease as amended by the First Amending Agreement, the Second Amending Agreement and the Third Amending Agreement shall hereinafter be referred to as the “Lease”. I. The Initial Premises and the Storage Premises shall hereinafter be referred to as the “Original Premises”. J. The Original Term as extended by the First Extended Term and the Second Extended Term shall hereinafter be referred to as the “Term”. K. The parties have agreed to amend the Lease upon the terms and conditions contained in this agreement (the “Agreement”) effective as of the date of this Agreement (the “Effective Date”). L. The Tenant and the Landlord have agreed to further extend the Term of the Lease. 1. CONSIDERATION The consideration for this Agreement is the mutual covenants and agreements between the parties to this Agreement and the sum of Two Dollars ($2.00) that has been paid by each of the parties to each of the others, the receipt and sufficiency of which is hereby acknowledged. 2. RECITALS The parties hereto hereby acknowledge, confirm and agree that the foregoing recitals are true in substance and in fact. 3. EXPANSION OF PREMISES 1. Commencing on the Possession Date (defined below) for the remainder of the Term and any extensions and renewals thereof (if exercised), the Original Premises shall be expanded to include the premises shown on Schedule “A” attached hereto and identified as Unit A2203 comprising approximately 2,930 square feet (the “Expansion Premises”). 2. Subject to the Landlord’s Work as set forth in Schedule “B” of this Agreement, the Tenant accepts the Expansion Premises in its "then as is" condition as of April 1, 2018 (the “Possession Date”) and acknowledges that the Landlord has no obligations with respect to the Expansion Premises for any alterations, improvements or additions, any of which, if required, shall be completed by the Tenant at its expense in accordance with the provisions of the Lease, this Agreement and any construction methods and procedures manual for the Shopping Centre (the “Tenant’s Work”). The Landlord does not warrant any equipment taken in this “as is” condition within the Expansion Premises. 214 3 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement 3. However, the Tenant will not be permitted access to the Expansion Premises until it has delivered to the Landlord: (a) a certificate of general liability insurance from its contractor in accordance with the Landlord’s general requirements and a certificate from the Tenant’s insurers indicating that all insurance required under the Lease is in full force and effect, (b) this Agreement as fully executed by the Landlord and Tenant; (c) the Tenant’s professionally prepared plans and drawings of the Tenant’s Work which is subject to the Landlord’s prior written approval (not to be unreasonably withheld); and (d) confirmation that the Tenant has obtained all necessary permits to undertake the Tenant’s Work. 4. The Tenant shall pay without deduction, set off or abatement to the Landlord, yearly and every year during the remainder of the Term: (a) an annual Minimum Rent in the amount of $14.00 per square foot plus applicable taxes (the “Expansion Minimum Rent”). The Expansion Minimum Rent is payable in the same manner as (but in addition to) the Minimum Rent payable for the Original Premises; and (b) all additional rent (pursuant to the Lease) applicable to both the Expansion Premises and the Original Premises. 5. The Tenant shall not be required to pay the Expanded Minimum Rent during the seven (7) months immediately following the Possession Date (the “Expansion Minimum Rent-Free Period”). The Tenant shall be responsible for all other obligations and covenants of the Lease during the Expansion Minimum Rent-Free Period, including, without limitation, payment of minimum rent for the Original Premises and all additional rent and all applicable taxes. If, however, the Tenant is in default under the Lease and/or this Agreement beyond any applicable notice period, the Expansion Minimum Rent-Free Period full amount shall be immediately due and paid by the Tenant to the Landlord. Further, the Tenant acknowledges and agrees that the provisions of this section are strictly confidential and shall not be revealed by the Tenant to any person, firm or corporation, other than the Tenant’s lawyers and chartered accountants, a breach of which shall constitute an express default under the Lease. 6. Effective as of the Possession Date, all references in the Lease to “Leased Premises” shall be deemed to be amended to include both the Original Premises and the Expansion Premises. 4. LEASE EXTENSION The parties agree that: (a) The Term of the Lease is hereby extended for a further period of five (5) years (the “Third Extended Term”) to be calculated from the 1st day of January, 2019 to be completed and ended on the 31st day of December, 2023 upon the same terms and conditions as are contained in the Lease, save as amended hereby. 215 4 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement (b) The Minimum Rent payable with respect to the Third Extended Term shall be as follows: Years $/sq. Ft. Monthly instalments Annual Minimum Rent 1 - 2 $15.00 $14,678.75 $176,145.00 3 - 5 $15.50 $15,168.04 $182,016.50 (c) The Tenant acknowledges that the Leased Premises contain an approximate area of 11,743 square feet of area. (d) The Tenant hereby accepts the Leased Premises on an “as is” basis. (e) The Landlord has no responsibility or liability for making any renovations, alterations or improvements in or to the Leased Premises. (f) All further renovations, alterations or improvements in or to the Leased Premises are the sole responsibility of the Tenant and shall be undertaken and completed at the Tenant’s expense and strictly in accordance with the provisions of the Lease. (g) Any fixturing period, rent free period, any construction allowance, inducement or improvement to the Leased Premises by the Landlord, or any other amount in connection with the Lease shall not apply during the Third Extended Term. (h) The Tenant acknowledges that there shall be no further or other rights of extension or renewal beyond the expiration of the Third Extended Term. 5. FURTHER LEASE AMENDMENTS (a) As at the Effective Date, the following amendments shall be made to the Lease: (i) The following provisions shall be inserted as a new Subsection 3.02.1: “3.02.1 Notwithstanding anything to the contrary, the Tenant’s Proportionate Share of Operating Costs for the year ending December 31, 2017 shall be equal to two dollars and seventy-five ($2.75) per square foot of the area of the Leased Premises. Such amount shall be cumulatively increased for all subsequent years during the Term by the greater of: (i) the C.P.I. (as hereinafter defined) increase for the immediately preceding year; and (ii) three percent (3%) over the previous year. “C.P.I.” means the Consumer Price Index (All Items) for the City of Toronto (or any index published in substitution for the Consumer Prince Index or any other replacement index reasonably designated by the Landlord, if it is no longer published) published by Statistics Canada (or by any successor thereof or any other governmental agency, including a provincial agency).” (ii) The following provisions shall be inserted as a new Section 9.05: “9.05 Provided that: 216 5 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement (i) the Tenant is THE CORPORATION OF THE TOWN OF TILLSONBURG; and (ii) the Tenant is not in default under this Lease, then the Tenant shall have right to terminate the Lease, such right to be exercised after June 1, 2021. In order to exercise this one-time termination right, the Tenant shall give to the Landlord one hundred and twenty (120) days’ written notice (the “Termination Notice”). If the Tenant does not provide the Termination Notice strictly in accordance with the aforementioned terms, then this Section shall be forever null and void. Provided that the Termination Notice is given to the Landlord and the Tenant pays the unamortized portion of the costs for the Landlord’s Work pursuant to Schedule “B” of the lease extending and amending agreement dated the 4th day of January, 2018 between the parties at the time of the termination on a straight line basis (the “Repayment Amount”), this Lease shall terminate one hundred and twenty (120) days from the date of the Termination Notice and the Tenant shall deliver vacant possession of the Leased Premises to the Landlord on or before the termination date in accordance with all applicable provisions in the Lease and without payment or compensation of any kind from the Landlord. The Tenant shall be responsible for payment of all rent and charges to and including the termination date including without limitation all rent and other charges in respect of any period prior to the termination date which are subsequently billed or adjusted after the termination date. Notwithstanding anything to the contrary, in the event that the Tenant and the Landlord enter into a long-term binding lease agreement in respect of the Leased Premises prior to the Termination Date, then the Tenant shall not be obligated to pay the Repayment Amount.” (iii) The Landlord’s address for notices pursuant to Section 6.06 shall be as follows: “c/o Strathallen Property Management Inc. 2 Bloor Street West Suite 1001 Toronto, Ontario M4W 3E2” 6. MISCELLANEOUS (a) The Tenant acknowledges, covenants and agrees: (i) that the Landlord is, or may in the future assign the Lease to, an entity who will be a nominee for a Real Estate Investment Trust or may be a Real Estate Investment Trust or may, itself, become a nominee for a Real Estate Investment Trust (the “Trust”); and (ii) in such event, the obligations being created by the Lease and any liabilities arising in any manner whatsoever out of or in connection with the Lease, after such date, will not be personally binding upon, and that resort shall not be had to, nor shall recourse or satisfaction be sought from, the private property of any of: 217 6 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement 1. the unit holders of the Trust; 2. annuitants under a plan of which a unit holder of the Trust acts as trustee or carrier; and 3. the officers, trustees, employees or agents of the Trust. (b) The parties confirm that in all other respects, the terms, covenants and conditions of the Lease remain unchanged and in full force and effect, except as modified by this Agreement. (c) This Agreement binds and benefits the parties and their respective heirs, executors, administrators, successors and assigns. (d) The capitalized terms where used herein, if not defined, shall have the meaning ascribed to them in the Lease. (e) Except for the amendments as agreed to under and by virtue of this Agreement, both parties agree that the terms and conditions of the Lease shall apply and continue in effect for the Term and the Lease shall be incorporated by reference into Agreement and the Lease will be read as amended hereby. The Lease as amended by this Agreement shall form the whole agreement between the parties hereto and there are no covenants, promises, agreements, conditions or representations, either oral or written, between them other than as are herein and in the Lease set forth. (f) As of the date of this Agreement, to the best of the Landlord’s knowledge and belief, the Tenant is not in default under the terms of the Lease. (g) The Tenant acknowledges that there are no uncured defaults by the Landlord and that the Landlord has performed all of its obligations as set out in the Lease. (h) The Tenant shall not disclose to any person the financial or any other terms of this Agreement, except to its professional advisors, consultants and auditors, if any, and except as required by law. (i) This Agreement shall be construed in accordance with the laws of the Province of Ontario. (j) This Agreement may be executed in any number of counterparts. A party may send a copy of its executed counterpart to each other party by facsimile or electronic transmission instead of delivering a signed original of that counterpart. Each executed counterpart (including each copy sent by facsimile or electronic transmission) shall be deemed to be an original. All executed counterparts taken together shall constitute one Agreement. (k) This Agreement shall be deemed not to have been executed and delivered by the Landlord until it has been duly executed by all the other parties hereto and the Landlord has received at least one executed copy hereof. 218 7 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement (l) Time shall in all respects remain of the essence of this Agreement and the Lease. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date set forth above. SIGNED, SEALED AND DELIVERED ) SBLP TILLSONBURG TOWN CENTRE ) INC. in the presence of: ) (Landlord) ) ) ) Per: ) Name: ) Title: ) ) Per: ) Name: ) ) We/I have the authority to bind the Corporation ) ) ) THE CORPORATION OF THE TOWN OF TILLSONBURG ) (Tenant) ) ) ) Per: ) Name: ) Title: ) ) ) Per: ) Name: ) Title: ) We/I have the authority to bind the Corporation 219 8 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement SCHEDULE “A” EXPANSION PREMISES 220 9 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement SCHEDULE “B” LANDLORD’S WORK The Landlord shall perform the following work in respect of the Expansion Premises, at its expense using its choice of materials and contractors: 1. Supply new carpet from the Landlord’s samples. 2. Repaint the Expansion Premises white with two coats of paint. 3. Provide H.V.A.C. distributed to the Tenant’s space plan per Schedule “A” 4. Install new windows so they are sealed properly as necessary. 5. Provide plumbing in washrooms in good working order. 6. Provide Expansion Premises in broom swept condition. 7. Provide laminate flooring the record room. 8. Replace ceiling tiles as necessary. 9. Close off the door to the storage room. 10. Ensure that sinks are in good working order. 11. Ensure that the water fountain is in good working order. 221 Report Title Results for Tender RFT2018-002 Concession Street East Reconstruction Report No. OPS 18-03 Author Eric Flora, P.Eng., Manager of Engineering Meeting Type Council Meeting Council Date March 1, 2018 Attachments • None Page 1 / 3 RECOMMENDATION THAT Council receive Report OPS 18-03, Results for Tender RFT2018-002 Concession Street East Reconstruction; AND THAT Council award Tender RFT2018-002 to Viewcon Construction Ltd. of Woodstock, ON at a cost of $1,078,854.26 (net HST included), the lowest bid received satisfying all Tender requirements; AND THAT Council authorize the use of up to $35,000 from the Asset Management Reserve towards this project. SUMMARY Tenders were called for the combined project of the Annandale Ball Diamond Parking Lot and Concession Street East Reconstruction between Maple Lane and Demeyere Avenue as shown in Figure 1. There were twenty-five (25) plan takers and a total of six (6) bids were received on February 14th 2018, with the lowest bid from Viewcon Construction Ltd. at $1,078,854.26 (net HST included). The reconstruction of Concession Street East will involve the installation of new storm sewers, catch basins, accessible concrete sidewalk and asphalt multi-use path, new granular material and asphalt road surface, including curb and gutter and on-street parking as well as any required boulevard and driveway restoration. This project also includes the construction of a gravel parking lot area within the Annandale Ball Diamond Park. The tender was advertised on the Town of Tillsonburg website, the Tillsonburg News, ESolutions and Biddingo. Results of the tender are summarized as follows: Bidder Location Bid Amount 1. Viewcon Construction Ltd. Woodstock, ON $1,078,854.26 2. Gedco Excavating Ltd. Brantford, ON $1,125,761.62 3. Omega Contractors Inc. London, ON $1,143,317.77 4. Oxford Civil Group Inc. Woodstock, ON $1,175,757.62 5. Euro-Ex Construction Woodstock, ON $1,179,883.49 6. Elgin Construction St. Thomas, ON $1,288,774.83 The above bids include net HST of 1.76%. 222 Page 2 / 3 The lowest bid amount is comprised of $71,722.15 County and $1,007,132.11 Town costs. The bids also include a $55,000 contingency allowance for any unforeseen expenses encountered during construction. Approval of the sewer works is anticipated by early April through the Transfer of Review process by Oxford County. The references for Viewcon Construction Ltd. were also satisfactory. CONSULTATION/COMMUNICATION A Public Information session was held on Wednesday January 3, 2018. In addition to Council members and Operations staff, there were seven (7) residents who attended. Staff discussed the overall project scope of work, including the proposed parking lot at Annandale Ball Park, construction timing, on-street parking, impacts to driveways and lot drainage, and pedestrian and accessibility features. Any planned full roadway or lane closures in order to facilitate the work will be kept to a minimum and communicated to affected residents in advance. Residents in the construction area will also be notified of the overall construction schedule and potential impacts prior to and during the course of construction, as necessary. FINANCIAL IMPACT/FUNDING SOURCE The combined project capital budget of $940,000 is comprised of $800,900 OCIF Grant funding and 139,100 from Taxation ($89,100 Concession Street East and $50,000 Annandale Ball Diamond Parking Lot). The Town’s portion of contract items is $1,007,132.11 resulting in a budget shortfall of $67,132.11 from a combination of both Roadway and Parking Lot works. Staff are comfortable that approximately half of the budget shortfall can be mitigated during construction and are requesting that the use of up to $35,000 from the Asset Management Reserve to cover the remaining budget shortfall. The total tendered price for the County’s portion of contract items is $71,722.15. COMMUNITY STRATEGIC PLAN (CSP) This project supports Objective 2 – Economic Sustainability of the Community Strategic Plan through the renewal of infrastructure. 223 Page 3 / 3 224 = Attendance Chair Matt Scholtz John Armstrong Mary Anne Van Geertruyde Sam Lamb Councillor Stephenson Mayor Molnar Laura Pickersgill 1. Call to Order The meeting was called to order at 2:35 p.m. 2. Adoption of Agenda Resolution Moved by: John Armstrong Seconded by: Mary Anne VanGeertruyde THAT the Agenda as prepared for the Special Awards Committee meeting of February 7, 2018, be adopted. Carried 3. Disclosure of Pecuniary Interest There were no disclosures of pecuniary interest declared. The Corporation of the Town of Tillsonburg SPECIAL AWARDS COMMITTEE Wednesday, February 7, 2018 2:30pm Committee Board Room 200 Broadway, 2nd Floor, Tillsonburg, ON N4G 5A7 MINUTES 225 Special Awards Committee Minutes - February 7, 2018 - 2 - 4. Approval of Previous Minutes Resolution Moved by: Mary Anne VanGeertruyde Seconded by: Sam Lamb THAT the Special Awards Committee Minutes dated January 9, 2018 be approved, as amended. Carried 5. Pending Business from Previous Meetings i) Citizen of the Year Discussion Moved by: Mary Anne VanGeertruyde Seconded by: Councillor Stephenson THAT the Special Awards Committee recommends to Council that the Citizen of the Year event: - be held as separate event; - be held during the month of either May or June 2018; - be held at a Town of Tillsonburg facility; - that Council decides the budget.; - the committee will be the decision making body for determination of the award winner; - notwithstanding the committee’s selection responsibility of an annual winner, the Council for the Town of Tillsonburg have ultimate discretion on the program and any existing award winners; - that all current recognized recipients by the Tillsonburg District Chamber of Commerce be officially recognized as winners by the Town of Tillsonburg; - continue on with the plaque recognition program; and - that previous nominees be brought forward for 3 consecutive years. Carried Staff received direction to promote the nomination process on the following channels: - Town of Tillsonburg website - Town of Tillsonburg newspaper- Community Section Update 226 Special Awards Committee Minutes - February 7, 2018 - 3 - - Town of Tillsonburg newspaper- What’s Happening Section - Town of Tillsonburg Facebook page - Hard and soft copies be circulated to service clubs, staff, council, chamber, BIA. - Media release Staff to request a formal letter from the Chamber of Commerce indicating their official hand over of the Citizen of the Year project to the Special Awards Committee. 6. General Business and Reports 6.1. Volunteer Achievement Awards Moved by: Mayor Molnar Seconded by: Mary Anne VanGeertruyde THAT Jami Stephenson be selected as the recipient of a Volunteer Achievement Award, to be presented at the March 26, 2018 Council Meeting. Carried 7. Next Meeting- March 13, 2018 at 1:30p.m. 8. Adjournment Resolution Moved by: Mary Anne VanGeertruyde Seconded by: Sam Lamb THAT the February 7, 2018 Special Awards Committee meeting be adjourned at 3:55 p.m. Carried 227 = ATTENDANCE Shane Curtis John Prno Gord Roesch Stephen Molnar Mel Getty Staff: Jeff Smith, Fire Chief Becky Turrill, Secretary MEMBERS ABSENT/REGRETS Jim Hayes John Bamford Mike Dean 1. Call to Order The meeting was called to order at 7:06p.m. 2. Adoption of Agenda Moved By: Mel Getty Seconded By: Gord Roesch Resolution #1 THAT the agenda for the January 9, 2018 meeting as amended be approved. CARRIED 3. Disclosures of Pecuniary Interest and the General Nature Thereof - None 4. Adoption of Minutes of Previous Meeting Moved By: Gord Roesch Seconded By: John Prno Resolution #2 THAT the minutes of the December 12, 2017 meeting be adopted. CARRIED The Corporation of the Town of Tillsonburg FIRE STRAT PLANNING COMMITTEE January 9, 2018 7:00 p.m. Fire Station Training Room 80 Concession Street East MINUTES 228 Fire Services Strategic Planning Committee Meeting Minutes - 2 - 5. General Business & Reports 5.1. Underwriters Survey 5.1.1. 5.2. Richard Hayes – Emergency Management & Training Inc. 5.2.1. Three lines of defence: Public Education (major part), Enforcement (part of the law) and Respond. 5.2.2. Where we are vs where we want/should be taking into consideration – Act, Regulations, Standards, Best Practices and Budget. Set bench marks in the gap (in between where we are and where we want to be); big ticket items can slow or block the process. ANNEX A of the NFPA 1730 is a very important part of this process. 6. Next Meeting The next meeting of the Fire Services Strategic Planning Committee will be on February 13, 2018 at 7:00pm. 7. Adjournment Moved By: Gord Roesch Seconded By: Mel Getty Resolution #3 THAT the Fire Services Strategic Planning Committee meeting of January 9, 2018 be adjourned at 8:48p.m. CARRIED 229 = ATTENDANCE Andrew Burns, Mel Getty, Kirby Heckford, Mayor Stephen Molnar, Ashton Nembhard (Via phone), Steve Spanjers, Cedric Tomico, John Veldman Staff Present: David Calder, Cephas Panschow MEMBERS ABSENT/REGRETS Deb Gilvesy, Lisa Gilvesy, Councillor Jim Hayes, Jesse Goossens, Lindsay Morgan, Randy Thornton 1. Call to Order The meeting was called to order at 11:30 AM. 2. Adoption of Agenda Moved By: J. Veldman Seconded By: K. Heckford Resolution # 1 THAT the Agenda for the Development Committee meeting of February 5, 2018 be adopted. Carried 3. Disclosures of Pecuniary Interest and the General Nature Thereof – None Declared 4. Correspondence 4.1. Letter of Resignation Committee was advised that Lisa Gilvesy had resigned as chair of the Development Committee effective the date of her letter (Jan 30, 2018). Mayor Molnar requested that this also be shared as correspondence at the next regularly scheduled meeting along with elections. 5. Closed Session 5.1. Chamber of Commerce Awards Selection (New Industrial Investment) Moved By: S. Molnar Seconded By: M. Getty Resolution # 2 The Corporation of the Town of Tillsonburg Development Committee February 5, 2018 11:30 AM Boardroom, Customer Service Centre 10 Lisgar Ave, Tillsonburg MINUTES 230 Development Committee Meeting Minutes (February 5, 2018) - 2 - THAT the Development Committee move into closed session to discuss personal matters about an identifiable individual. Carried Committee moved into closed session to discuss this agenda item. Moved By: K. Heckford Seconded By: J. Veldman Resolution # 2 THAT the Development Committee move out of closed session. Carried 6. Next Meeting The next meeting of the Development Committee is scheduled for 7:30 AM on Tuesday, February 13, 2018. 7. Adjournment Moved By: M. Getty Seconded By: Proposed Resolution 5 The meeting adjourned at 11:58 PM. 231 TILLSONBURG BUSINESS IMPROVEMENT AREA BOARD MEETING Tillsonburg Corporate Annex Tuesday January 10, 2017 – 12 noon 1.CALL TO ORDER The meeting was called to order by Chair, C. Tomico at 12:13 p.m. Thank you to W. Cameron for providing lunch today. Present: C. Tomico, W. Cameron, K. West, D. Rasokas, V. Armstrong, C. Pepper, J. Scott Regrets: L. Oliveira, M. Adam, J. Kirkland, L. Arnold Absent: C. Jezovnik, K. Causyn DISCLOSURE OF PECUNIARY INTEREST OF THE GENERAL NATURE THEREOF - none 2.ADOPTION OF AGENDA Moved by: K. West Seconded by: D. Rasokas AND RESOLVED THAT THE AGENDA OF January 10, 2017 be accepted as written. “Carried” 4. Delegations - none 5. MINUTES & BUSINESS ARISING OUT OF THE MINUTES Moved by: D. Rasokas Seconded by: J. Scott AND RESOLVED THAT THE Minutes of December 13, 2016 be adopted as written. “Carried” 6. OTHER BUSINESS a)Beautifications - No Report b)Communications - D. Rasokas D. Rasokas and V. Armstrong will be doing a walk through in February to update merchants on upcoming BIA activities. If Committee Chairs have any information that you would like to be included in our handout please let us know. ACTION: V. Armstrong to send the date of the walk about. c)Promotions - no report 232 *There is a position available for Promotions Chair. d)FIP - No Report e)AGM - V. Armstrong The suggested dates for the AGM were Tuesday March 28 or Wednesday March 29, 2017. V. Armstrong to book Carriage Hall. The AGM will be held at the Carriage Hall on Tuesday March 28, 2017 Social 5:30 p.m Dinner 6:30 p.m. Meeting 7:00 p.m. f)Wi-fi - J. Kirkland - No Report g)Chamber of Commerce Update - C. Tomico Chamber AGM, Wednesday, January 18, 2017 - Carriage Hall January 19, 2017: Business After Five at South Coast Fire Place Chamber of Commerce Fall Trip 2017 - approx. $3000 pp - Iceland h)By - Law/ Zoning Committee- D. Rasokas i)OBIAA Conference - April 2-5, 2017 Toronto j)Council Report - no report - absent k)Retail Recruitment - waiting on budget l)Website- V. Armstrong Tillsonburg Chamber of Commerce has hired the services of Akira to create and maintain their website. Information has been shared with the Executive Director. Staples Copy and Print also offers this service for website build. Follow Ups ACTION: D. Rasokas to contact Shelley Imbeault for database for downtown businesses to see if it can be added to the website. TREASURER’S REPORT – J. Kirkland - Absent V. Armstrong presented a report. A Treasurer is still needed 8.ROUNDTABLE C. Tomico – none D. Rasokas -none V. Armstrong - none K. Causyn-none K. West - none L. Arnold – none W. Cameron - none M. Adam – none L. Oliveira - none C. Jezovnik – none C. Pepper – none Motion to Adjourn - K. West at 1:02 p.m. 233 DATE OF NEXT MEETING: BIA Board Meetings: Tuesday February 14, 2017 noon - BIA Board Room Tuesday March 21, 2017 noon - BIA Board Room Tuesday April 11, 2017 noon - BIA Board Room OBIAA National Conference April 2 - 5, 2017 Toronto 234 235 236 TILLSONBURG BUSINESS IMPROVEMENT AREA BOARD MEETING Tillsonburg BIA Board Room Tuesday February 14, 2017 – 12 noon 1.CALL TO ORDER The meeting was called to order by Vice - Chair, D. Rasokas at 12:10 p.m. Thank you to W. Cameron for providing lunch today. No Quorum Present: W. Cameron, K. West, D. Rasokas, J. Kirkland, L. Arnold Regrets: C. Tomico, J. Scott, M. Adam Absent: K. Causyn, L. Oliveira Non Voting: V. Armstrong, C. Pepper, C. Jezovnik DISCLOSURE OF PECUNIARY INTEREST OF THE GENERAL NATURE THEREOF - none 2.ADOPTION OF AGENDA - to adopt at the next meeting Moved by: J. Kirkland Seconded by: K. West AND RESOLVED THAT THE AGENDA OF February 14, 2017 be accepted as written. 4. Delegations - none 5. MINUTES & BUSINESS ARISING OUT OF THE MINUTES To ratify at the next meeting Moved by: W. Cameron Seconded by: J. Kirkland AND RESOLVED THAT THE Minutes of January 10, 2017 be adopted as written. Walkabout was missed this past Monday as D. Rasokas was unable to attend D. Rasokas received the Business Listing template from the Town. 6. OTHER BUSINESS a)Beautifications - J. Kirkland An MOU meeting has been set with R. Cox, Town of Tillsonburg Parks and Recreation for Thursday February 23, 2017 to discuss Downtown beautifications for this year. Red and white flowers have planted at Tillsonburg Garden Gate. Canada 150 grant funding request from the Town to the Federal Government was not successful.The Town is going to contribute funds towards the Downtown florals. V. Armstrong suggested that perhaps the BIA members 237 could put Heritage Photos in their storefronts along with Canada 150 flags or banners. Advertising banners are not allowed with third party advertising as per the Town by laws. The BIA would need to make a variance request to Council if they want to create a banner sponsorship program. b)Communications - D. Rasokas Contact information for Businesses has been received from C. Panschow. Let D. Rasokas and V. Armstrong know if you would like any call outs for volunteers, ideas for projects etc. to the general membership. W. Cameron asked if we could create a closed FB group for downtown businesses? This will be added to the Communications Committee agenda. If anyone would like to join this Committee please let V. Armstrong or D. Rasokas know. c)FIP - J. Kirkland The next FIP Grant submission deadline is May 31, 2017. There are still some facades to finish from last year. There is around $20,000 available from 2016. d)AGM - V. Armstrong The AGM will be held at the Carriage Hall on Tuesday March 28, 2017 Social 5:30 p.m Dinner 6:30 p.m. Meeting 7:00 p.m. $25 + HST pp BIA Board Members will continue to have their meal paid for by the BIA as a thank you for their volunteer time MOTION: To ratify at the next meeting Moved by: J. Kirkland Seconded by: K. West That the Communications Committee go out and personally recruit new Business Owners with an invitation to the AGM and a free ticket if it’s their first year in the BIA. Copies of the BIA Constitution were distributed to Board members. Members were asked to review it to see if any changes needed to be made at the AGM 2017. The BIA Orientation Package was distributed to Board members whom did not have copies, along with the Provincial Manual on Running Effective Meetings and Governance. If you did not receive copies please pick them up at the next meeting. Wi-fi - J. Kirkland The Wi-fi doesn’t work yet. The Town and the BIA are still working on the ongoing issues. 238 e)Chamber of Commerce Update - J. Kirkland Business After Five, February 23, 2017 is at Sammy Krenshaws ●RSVP for the 2017 Awards of Excellence, Thursday, May 4, 2017 ●Network News Policy & Advocacy: ○OCC Sends Letter to Foreign Minister Freeland ○Ontario's Cap and Trade Program - Useful Information For All Businesses ○An Important Win for Business - No Tax on Health & Dental Benefits ●Junior Achievement Looking for Volunteers to Deliver In Class Programs ●The Oxford Young Professionals February Mixer Chamber of Commerce Fall Trip 2017 - approx. $3000 pp - Iceland f)By - Law/ Zoning Committee- D. Rasokas Application Variance for Sign By-Law 3798 For a sign at LPRCA Doesn’t affect the BIA. No issues. g)Council Report - no report h)Website- D. Rasokas No report i)MOU Review - D. Rasokas No time to review this today. Follow Ups ACTION: Walkabout, to visit new BIA members first then all others TREASURER’S REPORT NOTE: Invoices are to go to the Executive Director to be taken to the Treasurer by the 25th of each month. There will only be one day of cheque disbursements. Please make sure that you have your submissions in by that date. MOTION: to ratify at the next meeting Moved by: J. Kirkland Seconded by: L. Arnold To move the accounting to Nu-Decor with Quickbooks online on a pro bono basis. We had an re-assessment from Canadian Tire for the past few years. It is anticipated that it will cost the BIA $2400.00 We have the funds in our account to cover the cost. 239 MOTION: ROUNDTABLE C. Tomico – none D. Rasokas -none V. Armstrong - The Edco Award for Branding was won by the Town of Tillsonburg and was attended by C. Pepper and V. Armstrong K. Causyn-none K. West - none L. Arnold – none W. Cameron - Open House Sun Feb. 26 from 1-4 p.m. All welcome. Open House includes tour of apartments & Trinkets and refreshments. M. Adam – none L. Oliveira - none C. Jezovnik – none C. Pepper – none Motion to Adjourn - W. Cameron To make a motion at next meeting 1:43 p.m. DATE OF NEXT MEETING: BIA Board Meetings: Tuesday March 21, 2017 noon - BIA Board Room Tuesday April 11, 2017 noon - BIA Board Room BIA AGM will be held at the Carriage Hall on Tuesday March 28, 2017 Social 5:30 p.m Dinner 6:30 p.m. Meeting 7:00 p.m. $25 + HST pp OBIAA National Conference April 2 - 5, 2017 Toronto 240 TILLSONBURG BUSINESS IMPROVEMENT AREA BOARD MEETING Tillsonburg BIA Board Room Tuesday March 21, 2017 – 12 noon 1.CALL TO ORDER The meeting was called to order by Chair, C. Tomico at 12:14 p.m. Thank you to W. Cameron for bringing lunch today. Present: W. Cameron, K. West, D. Rasokas, J. Kirkland, L. Arnold, C. Tomico, J. Scott Regrets: M. Adam Absent: K. Causyn, L. Oliveira, C. Jezovnik (non voting) Non Voting: V. Armstrong, C. Pepper DISCLOSURE OF PECUNIARY INTEREST OF THE GENERAL NATURE THEREOF - none 2.ADOPTION OF AGENDA Moved by: L. Arnold Seconded by: D. Rasokas AND RESOLVED THAT THE AGENDA OF March 21, 2017 be accepted as written. “Carried” 4. Delegations - none 5. MINUTES & BUSINESS ARISING OUT OF THE MINUTES Moved by: J. Kirkland Seconded by: L. Arnold AND RESOLVED THAT ALL OF THE MOTIONS made at the Tillsonburg BIA Board Meeting held on Tuesday February 14, 2017 be ratified, due to lack of quorum at that meeting. “Carried” Moved by: D. Rasokas Seconded by: K. West AND RESOLVED THAT THE Minutes of February 14, 2017 be adopted as written. “Carried” 6. OTHER BUSINESS a)Beautifications - J. Kirkland A meeting was held with R. Cox, Town of Tillsonburg Parks and Recreation on Thursday February 23, 2017 to discuss Downtown beautifications for this year. 241 Town Council has asked the Parks and Rec Department to water all of the flowers this year rather than outsourcing as in previous years. This is a one year trial project for Parks and Recreation. They will water our flowers and take care of the trees in the Downtown and have asked that our watering and tree budget be allocated to Parks and Rec to carry out this service. Red and white flowers have been planted at Tillsonburg Garden Gate for the Town flowers, to celebrate Canada 150. The Town is going to contribute funds towards the Downtown florals for Canada 150. b)Promotions - V. Armstrong Turtlefest 2017 If you know of anyone who would like to volunteer for Turtlefest 2017, please let V. Armstrong know. The E.D. is Turtlefest Sponsorship Chair, for this year. If you know of anyone that would like to sponsor or contribute to Turtlefest please contact the E.D. c)Communications - D. Rasokas MOTION: To make the following recommendations to the BIA membership at the 2017 AGM. Amendments to the Constitution. a) to add clarification of Term of Office as written below and b) to include the Past President on the Executive Committee for 1 year following President’s term to keep the continuity of the Board. This will be at the Past President’s permission and availability. Term of Office Clarification As per our Constitution: The Board's Term of Office runs concurrently with that of the Municipal Council appointing it - four (4) years. There is a minimum of seven (&) and a maximum of eleven (11) members appointed to the Board. To clarify. Your term on the Board is four years. However, this doesn't mean that if you accept a position on the Board ie; Chair, Vice- Chair, Treasurer, Director or Committee Chairs that you must stay in that role for 4 years. Roles can change come the first meeting in September of every year when election is held. Ideally you remain on the Board as a member for four years, however, sometimes that is not feasible and members are allowed to step down. All terms follow Robert's Rules of Order. Moved by: J. Kirkland 242 Seconded by: J. Scott “Carried” De Minimis Level - MP - V. Armstrong Attached. All agreed that V. Armstrong is to set up a time to meet with D. MacKenzie to discuss BIA’s objection to this rate change. d)OBIAA - PERL Meeting PERL Presentation - Attached Tillsonburg and Southwestern Ontario were represented by our E.D. at this meeting with the Ontario Ministers and Deputy Ministers. OBIAA Conference - April 1-4, 2017 - Toronto e)FIP - J. Kirkland The next FIP Grant submission deadline is May 31, 2017. RECOMMENDATION OF COMMITTEE WE, the undersigned members of the Town of Tillsonburg Downtown Façade Improvement Committee, do hereby attest that the following is the recommendation made to the BIA, as reached by us at the meeting held on January 20th, 2017. OWNERS/APPLICANTS: Richard & Kim Miggens Pedlar’s Quay 20 Ridout St West Tillsonburg ON N4G 2C7 CONTRACTOR 1: Nu Décor Inc 80 Broadway Tillsonburg, ON, N4G 3P6 CONTRACTOR 2: Joes Carpentry 5 Stover Street South Norwich, ON, N0J 1P0 LOCATION: PT LOT 962 PLAN 500, LT 964 PLAN 500 AS IN 355055, municipally known as 20 RIDOUT ST W , Tillsonburg. PURPOSE OF APPLICATION: The applicants wish to commence a project costing $34,463.00 to improve the façade of their downtown business. RECOMMENDATION: APPROVE for GRANT TOTAL OF: $10,000.00 COMMENTS: Members concurring in above ruling: Dave Morris Geno Vanhaelewyn John Kirkland Eric Gilbert Nicole Clause Motion Moved by: K. West Seconded by: D. Rasokas “Carried” V. Armstrong created and submitted a powerpoint presentation to the OBIAA Conference Awards Committee for the Bricks and Mortar Award. J. Berzins assisted with providing information for this project. f)AGM - V. Armstrong The AGM will be held at the Carriage Hall on Tuesday March 28, 2017 Social 5:30 p.m Dinner 6:30 p.m. Meeting 7:00 p.m. $25 + HST pp BIA Board Members will continue to have their meal paid for by the BIA as a thank you for their volunteer time. 243 The following Board members have agreed to remain on the Board for another term. C. Tomico, L. Arnold, J. Kirkland, K. West, J. Scott, W. Cameron, C. Pepper, D. Rasokas, Resignations: Laura Oliveira, Kendall Causyn Max Adam will be moving to a different Board and be replaced by another Councillor g)Chamber of Commerce Update - J. Kirkland Business After Five, Thursday, March 23, 2017, Community Living Tillsonburg Fraud Awareness Seminar, Tuesday, March 28, 2017 RSVP for the 2017 Awards of Excellence, Thursday, May 4, 2017 h)By - Law/ Zoning Committee- D. Rasokas No concerns i)Kinsmen NHL Event - C. Tomico The Kinsmen are working with C. Campbell to bring the NHL Hockey Trailer to Town. Watch for more details. j)MOU Review - C. Tomico No time to review this today k)Walkabouts & Member Concerns - V. Armstrong Deferred l)Follow Ups None . Follow Ups ACTION: V. Armstrong to contact D. MacKenzie D. Rasokas to check with the bank for a cc. 6. TREASURER’S REPORT - C. Tomico No Report Report to be brought to the next meeting. Phone Bill - payment method to be changed as it is reflecting on E.D.’s line of credit as late every month 244 7. ROUNDTABLE C. Tomico – none D. Rasokas -none V. Armstrong -none K. Causyn-none K. West - none L. Arnold – none W. Cameron - none M. Adam – none L. Oliveira - none C. Jezovnik – none C. Pepper – none Motion to Adjourn - W. Cameron 1:50 p.m. DATE OF NEXT MEETING: BIA Board Meetings: Tuesday April 11, 2017 noon - BIA Board Room - lunch provided BIA AGM will be held at the Carriage Hall on Tuesday March 28, 2017 Social 5:30 p.m Dinner 6:30 p.m. Meeting 7:00 p.m. $25 + HST pp OBIAA National Conference April 2 - 5, 2017 Toronto 245 TILLSONBURG BUSINESS IMPROVEMENT AREA BOARD MEETING MINUTES Tillsonburg BIA Board Room Tuesday May 9, 2017 – 12 noon 1.CALL TO ORDER The meeting was called to order by Chair, C. Tomico at 12:05 p.m. Present: K. West, D. Rasokas, J. Kirkland, L. Arnold, C. Tomico Regrets: M. Adam, W. Cameron, J. Scott Absent: Non Voting: V. Armstrong, C. Pepper, C. Jezovnik, K. Miggens (new board member) DISCLOSURE OF PECUNIARY INTEREST OF THE GENERAL NATURE THEREOF - none 2.ADOPTION OF AGENDA Moved by: K. West Seconded by: L. Arnold AND RESOLVED THAT THE AGENDA OF May 9, 2017 be accepted with the following addendum; add approval of the AGM Minutes March 28, 2017. “Carried” 4. Delegations - none 5. MINUTES & BUSINESS ARISING OUT OF THE MINUTES Moved by: D. Rasokas Seconded by: K. West AND RESOLVED THAT THE Minutes of March 21, 2017 be adopted as written. “Carried” Moved by: L. Arnold Seconded by: J. KIrkland AND RESOLVED THAT THE AGM Minutes of March 28, 2017 be adopted as written. “Carried” 6. OTHER BUSINESS a)Beautifications - J. Kirkland New Canadian Flag banners and some Canada 150 banners are being ordered from Classic Displays, plus some additional hardware, if needed. Three quotes were received and Classic Displays has been awarded the contract. 246 C. Tomico, C. Jezovnik and V. Armstrong will follow up on the new trees and their locations. b)FIP Update - J. Kirkland Wendy Cameron - grant approved, to redo the Gospel Lighthouse to specs as per the first drawing from the Urban Design Consultant This year we have $50,000 total from the Town and BIA. This is the last year of Phase 1. We have $75,000 minus the $6,000 that was just approved. $69,000 for 2017. Feedback is needed on creating the criteria for back facades. c)Promotions - V. Armstrong Turtlefest Block Party 2017 - Friday June 16, 2017 Volunteers needed. 5 p.m. - 9 p.m. north end of the street activities, Easy 101 to Coffee Culture block, 5 p.m. til 2 p.m. this block will be closed for the Concert. Turtlefest Budget/Sponsorship was circulated. The Board approved that the E.D. move forward in booking the rest of the budgeted items for the Block Party. d)Chamber of Commerce Update - J. Kirkland Children's Aid Society of Oxford County: Business After Five,Thursday, May 18, 2017 2017 Awards of Excellence were held on, Thursday, May 4, 2017 Call to Action - Our New Chamber Website e)By-Law/Zoning Committee - D. Rasokas The Rolph Street School project received preliminary approval by Council last night. f)Follow Ups ACTION: March 21, 2017 V. Armstrong to contact D. MacKenzie re: De MInimis - completed D. Rasokas to check with the bank for a cc - completed ACTION: May 9, 2017 ❖Virginia Armstrong to send a letter to Council, to appoint K. Miggens to the Board as per the resolution from the AGM and to replace Max Adam with another Councillor. ❖V. Armstrong to set up a walk about meeting re: trees for C. Tomico, C. Jezovnik 6. TREASURER’S REPORT - C. Tomico/D. Rasokas Partial Report Presented To be updated at next meeting. Still working out some technical aspects with the bank. 7. ROUNDTABLE K. Miggens - none 247 D. Rasokas - set up a closed FaceBook page, go to page and like. This is for BIA members only. C. Tomico - none C. Jezovnik - none C. Pepper - none L. Arnold - none V. Armstrong -none K. West - none Motion to Adjourn - J. Kirkland 12: 55 p.m. DATE OF NEXT MEETING: BIA Board Meeting: Tuesday June 13, 2017 noon - BIA Board Room - lunch provided Please reply to Virginia Armstrong 248 TILLSONBURG BUSINESS IMPROVEMENT AREA BOARD MEETING MINUTES Tillsonburg BIA Board Room Tuesday June 13, 2017 – 12 noon 1.CALL TO ORDER The meeting was called to order by Chair, C. Tomico at 12:17 p.m. Present: K. West, D. Rasokas, L. Arnold, C. Tomico, K. Miggens, W. Cameron, P. Esseltine, J. Scott Non Voting: V. Armstrong, C. Pepper Regrets: J. Kirkland Absent: C. Jezovnik DISCLOSURE OF PECUNIARY INTEREST OF THE GENERAL NATURE THEREOF - none 2.ADOPTION OF AGENDA Moved by: L. Arnold Seconded by: D. Rasokas AND RESOLVED THAT THE AGENDA OF June 13, 2017 be accepted as written. “Carried” 4. Delegations - none 5. MINUTES & BUSINESS ARISING OUT OF THE MINUTES Moved by: D. Rasokas Seconded by: J. Scott AND RESOLVED THAT THE Minutes of May 9, 2017 be adopted as written. “Carried” Adams Tree Service will be meeting with the Executive Director after Turtlefest. A letter was sent to Council to recommend the appointment of Kim Miggens, and a new Councillor to the Board of Management. Confirmation was received that Kim Miggens and Penny Esseltine had been appointed to the Board by Town Council. 6. OTHER BUSINESS a)Beautifications - C. Tomico New Canadian Flag banners and some Canada 150 banners are being ordered from Classic Displays. If new hardware is needed it will be purchased as well. The planters have been put out onto the street corners. There are 12 urns. The green space surrounding the EBB is extremely overgrown. Virginia has already requested that the Town clean these areas up. 249 b)FIP Update - V. Armstrong The following four recommendations, from the Facade Improvement Grant Committee, were brought forward to the Board. Moved by: L. Arnold Seconded by: K. Miggens AND RESOLVED THAT THE Façade Improvement Grant Program application for; 14/16 Oxford Street, Styles on the Go, Wendy and John Cameron for $10,000, 83/85 Broadway, Roka Billiards, Wendy and John Cameron for $10,000, 93 Broadway, The Fox and Fawn, John and Wendy Cameron for $10,000, 86 Broadway, Century 21 Real Estate, Cedric Tomico for $10,000 be accepted as recommended by the Façade Improvement Grant Program Committee. “Carried” June 13, 2017 Ongoing Facade Projects- Sunnyside Kitchens, Sammy Krenshaws c)Promotions - V. Armstrong Turtlefest Block Party 2017 Will be held Friday June 16, 2017 Volunteers are still needed. 5 p.m. - 9 p.m. street activities will take place from Brock Street to Bridge Street 5 p.m. til 2 p.m. Baldwin/Simcoe St. to Brock St. - this block will be closed for the Concert. Turtlefest Budget/Sponsorship was circulated. The Board approved that the E.D. move forward in booking the rest of the budgeted items for the Block Party. d)Chamber of Commerce Update - V. Armstrong Business After Five 3E Power Services Ltd. Thursday, June 22, 2017 Ninth Annual TDCC Open! Thursday August 17, 2017 To register contact, Suzanne@tillsonburgchamber.ca e)By-Law/Zoning Committee - D. Rasokas Nothing related to the Downtown this month. There is currently a site plan modification for the development beside Kelsey’s. Follow Ups ACTION: June 13, 2017 250 ●V. Armstrong to call arborist about the trees 6. TREASURER’S REPORT - C. Tomico A report was circulated by D. Rasokas to the Board via email. There are still technical issues with the bank. ACTION: June 13, 2017 ●V. Armstrong to ask the Auditor to attend our next meeting to explain the Turtlefest payment ●List of committees, Board members, Block Lists for Kim and Penny 7. ROUNDTABLE K. Miggens - none D. Rasokas - Brookside is finishing up the development by West Side School C. Tomico - the Kinsmen are looking for support for their NHL Event, tickets are available at Danbrook Automotive, cheque or cash C. Jezovnik - none C. Pepper - none L. Arnold - none V. Armstrong -none K. West - none P. Esseltine - needs a copy of the list of members, Committees, and Block Lists W. Cameron - thank you to Colleen for doing a great job on the Discover Tillsonburg -welcome to Penny Esseltine Motion to Adjourn - K. West 1:20 p.m. DATE OF NEXT MEETING: Tuesday August 8, 2017 at noon, BIA Board Room Lunch will be provided Please reply to Virginia Armstrong 251 TILLSONBURG BUSINESS IMPROVEMENT AREA BOARD MEETING MINUTES Tillsonburg Town Council Chamber Tuesday September 12, 2017 – 12 noon 1.CALL TO ORDER The meeting was called to order by Vice-Chair, D. Rasokas at 12:10 p.m. D. Rasokas filled in for Chair, C. Tomico until 12:20 p.m. Present: C. Tomico, D. Rasokas, L. Arnold, K. West, K. Miggens, J. Scott, J. Kirkland L. Arnold, left the meeting at 1:10 p.m. K. West, left the meeting 1:30 p.m. Non Voting: V. Armstrong Executive Director, C. Pepper, Town Liaison Regrets: Councillor P. Esseltine, W. Cameron Absent: C. Jezovnik, Technical Assistant 2. DISCLOSURE OF PECUNIARY INTEREST OF THE GENERAL NATURE THEREOF - none ADOPTION OF AGENDA Moved by: K. West Seconded by: L. Arnold AND RESOLVED THAT THE AGENDA OF September 12, 2017 be accepted as written. “Carried” 3.MINUTES & BUSINESS ARISING OUT OF THE MINUTES Moved by: J. Scott Seconded by: K. West AND RESOLVED THAT THE Minutes of June 13, 2017 be adopted with the following changes. Removal of 1. ‘Adams Tree Service will be meeting with the Executive Director after Turtlefest’, 2. Add, that Kim Miggens, roundtable - asked for a copy of the Block Lists and Committee Lists. “Carried” C. Appleton confirmed that $5676.05 was the amount that the BIA owed the Turtlefest Committee. This was for the HST rebate that the BIA received from the Town on behalf of the Turtlefest Committee for their 2016 and 2017 expenses. He advised against this type of financial support by the BIA in the future. The E.D. confirmed that the cheque had been issued. 6. OTHER BUSINESS 252 a)Promotions - Executive Director Report ●Santa Claus Parade- Saturday November 18, 2017 at 2 p.m. A Mix and Mingle meeting with the BIA businesses and the Tillsonburg Optimists was held on Wednesday September 6, 2017 at 5:30 p.m. at Boston Pizza. Discussions were about how can the Optimists work with the BIA in making this a successful day for everyone. They have decided to have the host the parade “party” at the Upper Deck to encourage families to come back downtown and perhaps shop. D. Rasokas suggested to have the end location at the same place as the parade started due to traffic issues post parade. J. Kirkland directed the E.D, to pass this on to the Optimists. ●Christmas Crawl - Friday December 1, 2017 The businesses discussed themes for this year’s event. Meeting notes are attached. b)Beautifications ●V. Armstrong organized the planting of the fall flowers in the planters on the corners in the Downtown. They were planted by the Tillsonburg Parks Dept. and will remain until the end of October. They were purchased by the BIA from Tillsonburg Garden Gate for $305.10. ●The Canadian Flag banners have been returned for a new order. They were not up to standards of our supplier, Classic Displays. They will return them to their supplier for new ones for next year. They were sent to us so that so that we could have them for installation in time for Canada Day. V. Armstrong worked in coordination with THI to take them down and return them. ●During beautification discussions with Parks and Rec the idea of an artificial Christmas Tree for in front of the Library was mentioned. ●A survey re: floral baskets in the Downtown was sent to the BIA membership at the request and on behalf of the Horticultural Society. ●V. Armstrong has called Adams tree service to trim the trees and provide a quote for new tree replacements. They will be here within the week. ●V. Armstrong reported that Councillor P. Esseltine had informed her that Town Council is considering new LED lighting for the Downtown and asked if the BIA had any information on past discussions re: Heritage Lighting. The E.D. will gather the info on file. ●The Keep Downtown Beautiful Team, reported to the E. D. that there is a large amount of cigarette butts in the Downtown. The E.D. brought this to the attention of the Board and asked if ashtrays would help. It was decided by the Board, that it likely wouldn’t help solve the problem of cigarette butts on the streets. C. Tomico suggested that perhaps we could remind the merchants in the next newsletter, to be extra diligent when sweeping in front of their stores. 253 ●V. Armstrong recommended that a letter be sent to the Tillsonburg Town Council, congratulating and supporting the funding of the Beautifications Project that was done by the Town this year. The flowerbeds have never looked so beautiful. Moved by: J. Kirkland Seconded by: D. Rasokas AND RESOLVED THAT THE Executive Director write a letter to the Tillsonburg Town Council, congratulating and supporting the funding of the Beautifications Project that was initialized by the Town this year. “Carried” ●BIA Signs C. Tomico reported that his company had been contracted to restore the signs and after looking at 2 of the signs, the sign on John Pound Road was in the poorest condition and there is a lot more work to be done than originally anticipated. He stated that they were vinyl on plywood and some of the lettering is peeling, also the lighting was poorly done and not waterproof. K. Miggens asked why a maintenance program was not in place and referred to some of the money for this was to come from the cost of placing ads on the EBB. J. Kirkland said that the Town stopped that. C. Pepper asked if it was even worth keeping them. New quotes were requested for electrical and sign restoration. c)FIP Update - J. Kirkland There will be a meeting in a few weeks to decide on disbursement of the remaining FIP grant monies. Some applicants have withdrawn their applications. New applications have come forward, namely Prouses (Oldridge Plumbing), CKOT (Rogers) Ready to go: Ronson’s, Century 21 (In Progress) Waiting: Pedlar’s Quay, Hurley’s, Styles on the Go, Roka Billiards J. Kirkland reported that he installed security cameras in the back of his store. They have proven to be a good investment for $500.00. d)Communications - D. Rasokas Lisa Charters of London Hydro is the contact for Hydro Rebate Programs for businesses, residential owners and rentals. For more information call Dan Rasokas at Tillsonburg Hydro. Lisa may also be able to help with funding for the Downtown Heritage lighting. e)Appointment to Committees for 2017/18 Committees and current members are as follows, 254 Beautification Committee, C. Tomico, W. Cameron, V. Armstrong Communications Committee, D. Rasokas, V. Armstrong Promotions/Marketing Committee, V. Armstrong Strategic Planning Committee (temporary), V. Armstrong Zoning and By-Law Committee, D. Rasokas, V. Armstrong No discussion or appointments were made at the meeting. f)Chamber of Commerce Update - J. Kirkland RSVP for Kelsey's Business After Five Thursday, September 21, 2017 2017 Tapas Night is Next Friday September 15th - Reserve your Tickets Now! Register for Leadership Workshop September 21, 2017 g)By-Law/Zoning Committee - D. Rasokas Nothing related to the Downtown this month. A site plan modification for the development beside Kelsey’s has been turned down by Council. A new proposal will be needed. Follow Ups See emails included: ●Rick Miggens ●Kevin DeLeebeck 6. TREASURER’S REPORT - J. Kirkland A balance sheet as of August 31, 2017 was distributed. The report was completed by the bookkeeper last night, after experiencing many difficulties with the Quickbooks program and online banking, an ongoing problem since early 2017 and prior. C. Tomico announced that his staff will be unable to continue on as bookkeeper for the BIA due to changes within his business. It was clarified by J. Kirkland that the BIA needs a Board Member to fill the position of Treasurer, as well as someone to do the bookkeeping. K. Miggens referred to a a March 1, 2016 Draft Job Description for the Executive Director where it states under Office Management d. Financials - Quickbooks Accounting and asked why the ED was not doing this. There was discussion about the Quickbooks program. J. Kirkland said that it was only 15 minutes a month to do the books. C. Tomico disagreed. J. Kirkland stated that the E.D. was trained to do the Quickbooks, that it was an easy program and that she just didn’t get it. He said that it should be her job and that if the E.D. can’t do Quickbooks then you don’t have a job. She just didn’t get it. The E.D. was not given an opportunity to comment. K. Miggens asked if C. Tomico would have his staff do a report on the problems she has had with the program and then that could be presented to Good, Redden & Klosler for 255 advice. C. Tomico said he was currently sending an email. J. Kirkland said he and Cedric would meet with C. Appleton. 7. ROUNDTABLE J. Kirkland - nothing D. Rasokas - reported that a Securities Company will be going into the former Anchor Shoppe location on Oxford Street. The Anchor Shoppe is moving onto Broadway. J. Scott - nothing V. Armstrong - nothing C. Pepper - nothing K. Miggens - Asked when the 2018 Budget would be discussed and requested Budget discussions at the next meeting. C. Tomico - nothing DATE OF NEXT MEETING: Tuesday October 10, 2017 at noon Location: TBD Motion to Adjourn - K. Miggens 1:50 p.m. 256 Kevin DeLeebeeck S e p 1 4 to David, me Hi Virginia, Upon review of the drawings from the 2004 Broadway reconstruction I can advise the following: · There are two 75mm PVC ducts for future interlink cable installed along the entire east side of Broadway continuously from the north side of Bridge Street to the south side Oxford/Baldwin Street. · There are also two 75mm PVC duct crossings to the west side of Broadway for future interlink cable at the north side of the Ridout St. and Brock St. intersections. Regards, Kevin De Leebeeck, P.Eng. Director of Operations Town of Tillsonburg 200 Broadway, Suite 204 Tillsonburg, ON N4G 5A7 Phone: 519-688-3009 Ext. 2232 www.Tillsonburg.ca www.DiscoverTillsonburg.ca www.Facebook.com/TillsonburgON 257 Richard Miggens <rmiggens@gmail.com> Jun 28 to jkirkland, me Hi Virginia: Check the minutes from late 2003 and 2004 for anything discussed in the mtgs, at that time. I have a vague recollection but , remember - that was 13- 14 years ago. I didn't keep any records or files. I can tell you that the decision (town ie Michael Graves and Dave Morris and BIA) was to have 4 inch conduit installed running north and south, parallel to the sidewalk, on BOTH SIDES OF THE STREET - in between the nodes - but not actually running across the intersections. so, basically, conduit within each block fromBridge street to London street. At the time, the concept of heritage style lighting was being contemplated and that would allow additional lighting to be installed ( at some point in the future) without all the sidewalk being torn up to access the existing hydro cables connecting the existing street lights. Steve Lund was in charge of the revitalization project and he had final approval on every stage. There should be a record of all the costs somewhere in the town files. The Board was given general cost amounts, verbally but was never given a written itemized list from the Town for all the charges that were appropriated to the BIA, even though we continued to ask for it. The initial estimates ( per Michael Graves) were given at approximately 90K, the final number was much higher, We were originally told (Ken Patterson) it would have to be debentured over a 10 yr period. Personally, I only discovered just a couple of years ago that the debenture was actually something like 15 yrs. This came from a financial report given by Dave Klosler at the AGM. I was very surprised by this. Both Michael Graves and Ken Patterson reported to the BIA Board that the debenture would be 10 years. This was information given verbally during a board meeting. So bottom line... I have no proof that we were charged for conduit or if it was actually installed. I know that was the decision and the intent. Dave Morris was very much in favour of having the conduit in place. This would simplify the installation of audio speakers on the light posts throughout downtown, which would facilitate music playing for "pedestrian shoppers" and also have the ability for a PA system for events and special announcements. 258 TILLSONBURG BUSINESS IMPROVEMENT AREA BOARD MEETING MINUTES Tillsonburg BIA Office Tuesday October 10, 2017 – 12 noon 1.CALL TO ORDER The meeting was called to order by Chair, C. Tomico at 12:10 p.m. Present: C. Tomico, D. Rasokas, K. West, K. Miggens, J. Kirkland, J. Scott, Councillor P. Esseltine Non Voting: V. Armstrong, Executive Director, C. Pepper, Town Liaison Regrets: L. Arnold, W. Cameron Absent: C. Jezovnik, Technical Assistant, 2. DISCLOSURE OF PECUNIARY INTEREST OF THE GENERAL NATURE THEREOF - C. Tomico - re: BIA Signs - C. Tomico of Nu Decor will be presenting a quote for the painting and electrical repairs to the signs ADOPTION OF AGENDA Moved by: K. Miggens Seconded by: D. Rasokas AND RESOLVED THAT THE AGENDA OF October 10, 2017 be accepted as written. “Carried” 3.MINUTES & BUSINESS ARISING OUT OF THE MINUTES Moved by: D. Rasokas Seconded by: K. West AND RESOLVED THAT THE Minutes of September 12, 2017 be adopted with the following changes. b) Other Business BIA Signs - Removal of J. Kirkland said that the Town stopped that. g) By Law/Zoning Committee - remove the line, a site plan modification for the development beside Kelsey’s was approved by council and the next step is a building permit. “Carried” 4.Treasurer’s Report - J. Kirkland ●2018 Budget Discussions - C. Tomico, J. Kirkland ●BIA Signs Quotes were provided by C. Tomico, on behalf of Nu-Decor and T.A. Thompson. Quotes were provided by K. Miggens, on behalf of The Sign Depot. Budget discussions will continue at the next meeting. 259 Financial Report The Financial Report was presented by J. Kirkland. Electronic Motion was sent to Board members on September 22, 2017 at approximately 4:00 p.m. "I (J. Kirkland) move to accept the proposal as attached from Debbie Beres to become our part time bookkeeper at the remuneration of $120 per month. We will move forward with this arrangement immediately and revisit the contract first quarter of 2018" 2nd by Cedric Tomico Dan Rasokas is in favour as well. please vote ASAP J. Kirkland brought the motion back to the table and withdrew the Electronic Motion. He said that the Executive Director didn’t agree that we could do electronic voting under the Municipal Act. K. Miggens stated that we are under the Municipal Act and therefore must follow it. If the Electronic voting is not listed in the Municipal Act or in our Constitution then we must follow Robert’s Rules of Order. J. Kirkland stated that we should put it in our Constitution since we often need a vote in a timely fashion. K. Miggens asked, what are we paying the auditor to do? J. K. explained that we pay them for the audit and testing it. C. Tomico said that the Quickbooks have been cleaned up now by D. Rasokas, A. Jacobs and T. Westra. C. Pepper questioned if we should post this bookkeeper position publicly. J. Kirkland explained that we are at a time crunch. Upon review of the financials C. Pepper commented that the bookkeeping in Quickbooks still appears to be messed up. She pointed out that this must be cleaned up for the next bookkeeper otherwise we are setting her up for failure as well. K. Miggens asked if they have found out where the problems are now, rather than not knowing why things aren’t working. ➔V. Armstrong - J. Kirkland asked V. Armstrong to submit all of the deposits and where they went and where they come from and to get them to D. Rasokas right away. MOTION Moved by: J. Kirkland Seconded by: D. Rasokas To accept the proposal as attached from Debbie Beres to become our contract bookkeeper at the remuneration of $120 per month. We will move forward with this arrangement immediately and the contract will end on December 31, 2017. “Carried” 260 MOTION Moved by: J. Kirkland Seconded by: P. Esseltine To accept the 2017-2018 office lease agreement with Tillsonburg Chamber of Commerce, which includes the rental fee of $3600 for the year and the cost of internet at $23.33 plus HST per month. “Carried” MOTION Moved by: J. Scott Seconded by: D. Rasokas To authorize the Executive Director to proceed with the Tourism Directional Signage (TODS) for Hwy #3 at a cost of $402.28 for the first year. This is a 3 year contract payable on an annual basis. The Executive Director has been directed to go to Town Council for a motion to approve the signage. “Carried” 5.COMMITTEE REPORTS There were no Committee reports. a)Promotions Committee b)Beautifications Committee c)By Law/Zoning Committee - D. Rasokas d)Communications Committee - D. Rasokas 6. OTHER BUSINESS Updates did not take place. a)FIP Update - J. Kirkland a)Chamber of Commerce Update - J. Kirkland 7. ROUNDTABLE Round table discussions did not take place. DATE OF NEXT MEETING: Tuesday November 14, 2017 at noon Location: BIA Board Room Motion to Adjourn - D. Rasokas 1:50 p.m. 261 262 TILLSONBURG BUSINESS IMPROVEMENT AREA BOARD MEETING MINUTES Tillsonburg BIA Office Tuesday November 14, 2017 – 12 noon 1.CALL TO ORDER The meeting was called to order by Chair, C. Tomico at 12:12 PM Present: C. Tomico, D. Rasokas, K. West, K. Miggens, J. Kirkland, Councillor P. Esseltine, L. Arnold Non Voting: V. Armstrong, Executive Director, C. Pepper, Town Liaison, C. Jezovnik, Technical Assistant, Debbie Beres, Bookkeeper Regrets: W. Cameron, J. Scott Absent: It was noted that W. Cameron has missed 3 meetings in a row. The BIA Constitution states that missing (3) three meetings in a row constitutes removal from the Board. The Board agreed to waive this for W. Cameron. K. Miggens noted that there are many retailers that would like to join the board, but cannot make the lunch time meetings. For most businesses evening meetings are preferred. 2.DISCLOSURE OF PECUNIARY INTEREST OF THE GENERAL NATURE THEREOF - none ADOPTION OF AGENDA Moved by: D. Rasokas Seconded by: L. Arnold AND RESOLVED THAT THE AGENDA OF November 14, 2017 be accepted as written with the addition of J. Kirkland to “2018 Budget Discussions”. “Carried” 3.MINUTES & BUSINESS ARISING OUT OF THE MINUTES Moved by: D. Rasokas Seconded by: K. West AND RESOLVED THAT THE Minutes of October 10, 2017 be adopted as written. “Carried” ●Regarding the hiring of a Bookkeeper K. Miggens asked Debbie Beres if the books were in good shaper. D. Beres replied that they were not and she was surprised that they were in such a mess. There are still things to be addressed but is confident they will be cleaned up. K. Miggens asked if we had to use the online version of Quickbooks as compared to the program the bookkeeper currently uses. D. Beres stated that the online system is more than the BIA needs but it does have extra storage space and although she is the only one who can make changes others can have access for “read” only. J. Kirkland stated that it was only $20 per month. 263 ●Regarding Tourism Directional Signage (TODS) motion the Executive Director has made the submission for presentation to Town Council and is waiting for a response from the Town Clerk as to date and time. 4.Treasurer’s Report - J. Kirkland C. Tomico introduced Debbie Beres, as the BIA Bookkeeper Financial Report- J. Kirkland, D. Beres The Financial Report was not available to be presented. D. Beres to send the financials including the Balance Sheet and Year to date vs. Budget to C. Tomico, J. Kirkland, D. Rasokas and V. Armstrong. V. Armstrong reported that she received an invoice from the town for the Christmas Crawl 2015. J. Kirkland told V. Armstrong to say forget it the year is already audited. ●2018 Budget Discussions - C. Tomico, J. Kirkland -C. Pepper asked if the BIA Signs/EBB amount in the budget should be increased to include technical parts. -J. Kirkland asked if the EBB technical parts could last another year. The E.D. stated that there have been ongoing problems with the programming of the boards. -C. Tomico stated that we don’t have the Wifi working properly yet, and it would likely be a few thousand dollars for new equipment plus install and testing. -J. Kirkland reported that the library disconnected a wire and the system no longer works. -L. Arnold asked if the BIA needs to provide Wifi since most have data in their phone and for businesses to use it, it is not a secure system. -Heritage lighting is back on the radar and has been on the BIA wish list since the Heritage Poles were installed at the Station Arts Centre. Since the Town is looking at replacing the lights and some poles in the Downtown this could be a special project in partnership with the Town. -P. Esseltine asked if we can get the Website up and running again. She suggested that it would only take the Executive Director 6-8 hours/month to manage it. The E.D. said that currently there is no time do do this. -K. Miggens asked C. Pepper if the BIA info could be on the Town website much like ANHS. C. Pepper responded that this is an option but not as visual as our own site. -The E.D. stated that most BIA’s hire it done. L. Arnold asked the E.D. to call 10 Towns of relative size to find out what they do and what cost is involved. -D. Rasokas, suggested that the Communications Committee should look into this and P. Esseltine and C. Jezovnik agreed to join the committee. V. Armstrong will inquire if there is funding for such a project through SCOR. 264 -C. Tomico to email 2018 Draft Budget as per today’s discussion. 5. COMMITTEE REPORTS a)Promotions Committee K. Miggens has been attending meetings for the Christmas Crawl and plans are well underway. b)Beautification Committee ●V. Armstrong reported that the garlands and ribbons on the tree grates will be installed this week by Community Living Tillsonburg. ●The Christmas decorations will be installed this week by THI. ●The benches had been removed by Parks and Rec, November 8, 2017. ●The audible signals are being installed as per AODA. Councillor P. Esseltine added that this is the first install of the signals at the corners of Broadway and Oxford/Baldwin and in front of the Town Centre. There will be more installed in the next few years. They are very expensive. c)By Law/Zoning Committee - D. Rasokas Titan Trailers Sign - our reply to the County was that the by laws need to be enforced. d)Communications Committee - D. Rasokas Nothing to report. 6. OTHER BUSINESS a)FIP Update - J. Kirkland J. Kirkland noted that there was still interest in the program and a presentation will have to be made to the Town as their term of involvement has ended and the focus may now be the backs of the properties ie. alleyways b) Chamber of Commerce Update - J. Kirkland Nothing to report. 7. ROUNDTABLE C. Tomico revisited the request for evening meetings and after discussion it was decided to try this again. Tuesday December 5, 2017 at 6 PM Location: BIA Board Room Motion to Adjourn - K. Miggens 1:41 p.m. 265 266 The Corporation of the Town of Tillsonburg Procedural By-Law By-law 4173 267 TABLE OF CONTENTS PART 1 – INTERPRETATION ..................................................................................... 5 1.1 Definitions ........................................................................................................... 5 1.2 Number and Gender ........................................................................................... 7 1.3 Headings ............................................................................................................ 7 1.4 Legislation .......................................................................................................... 7 1.5 General Meeting Procedure ................................................................................ 7 1.6 Short Title ........................................................................................................... 7 PART 2 – EFFECT ....................................................................................................... 7 PART 3 – ROLE OF COUNCIL AND MAYOR ............................................................. 8 3.1 Role of Council ................................................................................................... 8 3.2 Role of Mayor ..................................................................................................... 8 3.3 Duty of Members ................................................................................................ 9 PART 4 – COUNCIL MEETINGS ............................................................................... 10 4.1 Meeting Place ................................................................................................... 10 4.2 Inaugural Meeting of Council ............................................................................ 10 4.3 Regular Council Meetings ................................................................................. 10 4.4 Special Council Meetings .................................................................................. 11 4.5 Closed Council Meetings .................................................................................. 11 4.6 Meeting Agendas .............................................................................................. 13 4.7 Meeting Minutes ............................................................................................... 13 PART 5 – GENERAL MEETING PROCEDURES ...................................................... 14 5.1 Open Meetings ................................................................................................. 14 5.2 Quorum ............................................................................................................ 14 5.3 Electronic Participation ..................................................................................... 14 PART 6 – ORDER OF PROCEDURE FOR REGULAR AND SPECIAL COUNCIL MEETINGS ................................................................................................................. 15 6.1 Order of Business ............................................................................................. 15 268 6.2 Opening Procedure ........................................................................................... 16 6.3 Adoption of Agenda .......................................................................................... 16 6.4 Disclosure of Pecuniary Interest ....................................................................... 16 6.5 Public Meetings ................................................................................................ 17 6.6 Delegations .......................................................... Error! Bookmark not defined. 6.7 Information Items/Correspondence ................................................................... 19 6.8 Staff Reports or Requests for Staff Reports ...................................................... 19 6.9 Consideration of Committee Minutes and Recommendations ........................... 20 6.10 Motions/Notice of Motions ................................................................................. 20 6.11 By-laws ............................................................................................................. 20 6.12 Items of Public Interest ..................................................................................... 21 6.13 Confirm Proceedings By-law ............................................................................. 22 6.14 Adjourn ............................................................................................................. 22 PART 7 – ORDER OF PROCEDURE FOR CLOSED COUNCIL MEETINGS ........... 22 7.1 Meeting Agenda for Closed Council Meetings .................................................. 22 7.2 Opening Procedure for Closed Council Meetings ............................................. 22 7.3 Disclosure of Pecuniary Interest at Closed Council Meetings ........................... 23 7.4 Procedures for Closed Council Meetings .......................................................... 23 PART 8 – RULES OF PROCEDURE FOR COUNCIL MEETINGS ............................ 24 8.1 Duties of the Presiding Officer .......................................................................... 24 8.2 Rules of Decorum ............................................................................................. 24 8.1 Rules Respecting the use of Electronic Devices by the Public .......................... 26 8.2 Rules of Procedure Respecting Motions ........................................................... 26 8.3 Rules of Procedure Respecting Reconsideration .............................................. 29 8.4 Voting on Motions ............................................................................................. 30 8.5 Rules of Debate ................................................................................................ 31 8.6 Point of Order ................................................................................................... 33 8.7 Point of Personal Privilege ................................................................................ 34 8.8 Expulsion for Improper Conduct ....................................................................... 35 8.9 Suspension of the Rules ................................................................................... 35 269 PART 9 – NOTICE ..................................................................................................... 36 9.1 Purpose ........................................................................................................... 36 9.2 Notice of Council Meetings ............................................................................... 36 9.3 Notice of Proposed Municipal Action .............................................................. 37 9.4 Notice – General ............................................................................................. 37 PART 10 – PROCESS TO FILL A VACANT SEAT ON COUNCIL ........................... 38 10.1 Process to Fill a Vacant Seat on Council.......................................................... 38 PART 11 – PROCESS TO APPOINT AN ALTERNATE MEMBER ........................... 39 11.1 Upper-Tier Alternate Member ........................................................................... 39 PART 12 – PROCESS TO APPOINT A DEPUTY MAYOR ....................................... 41 13.1 Deputy Mayor Position ................................................................................... 41 PART 13 - GENERAL PROVISIONS ......................................................................... 41 13.1 Conflict with other Acts ................................................................................... 41 13.2 Severability ..................................................................................................... 41 13.3 Amendment .................................................................................................... 41 13.4 Repeal ............................................................................................................ 42 13.5 Force and Effect ............................................................................................... 42 270 Procedural By-law No. 4173 Page 5 The Corporation of the Town of Tillsonburg By-law 4173 Procedural By-law A By-Law to Provide Rules Governing the Calling, Place and Proceedings of Meetings of Council, Local Boards and Committees and the Conduct of its Members WHEREAS Section 238 (2) of the Municipal Act, 2001, S.O. 2001. c. 25, as amended (the “Municipal Act”) requires that every municipality pass a procedure by-law for governing the calling, place and proceedings of meetings; NOW THEREFORE, the Council of The Corporation of the Town Tillsonburg hereby enacts as follows: PART 1 – INTERPRETATION 1.1 Definitions Where a word is used in this By-law with its first letter capitalized, the term is being used as it is defined in this section. Where a word appears in ordinary case, its regularly applied meaning in the English language is intended. (1) “Chief Administrative Officer” means the Chief Administrative Officer of the Town of Tillsonburg, as referred to in Section 229 of the Municipal Act. (2) “Town Clerk” means the Municipal Town Clerk of the Town of Tillsonburg as appointed pursuant to Section 228 of the Municipal Act. (3) “Committee” means any standing, advisory or other committee, subcommittee or similar entity established by Council. (4) “Council” means the Municipal Council of the Town of Tillsonburg. (5) “Electronic Participation” means that a member of council, a local board or committee of either of them, can participate electronically in a meeting which is open to the public to the extent and in the manner set out in the by-law. The member shall not be counted in determining whether or not a quorum of members is present at any point in time. Electronic participation by a member of council, local board or committee of either of them shall not be permitted for closed meetings. 271 Procedural By-law No. 4173 Page 6 (6) “Electronic Device” means computers, cellular telephones, smartphones, personal digital assistants, smartwatches, tablets, voice recorders; cameras; two-way radios or any other similar device; (7) “Local Board” means any board established by Council but does not include the Police Services Board. (8) “Mayor” means the Mayor of the Town of Tillsonburg. (9) “Meeting” means any regular, special or other meetings of council, of a local board or of a committee of either of them, where a quorum is present and members discuss or otherwise deal with any matter in a way that materially advances the business or decision making of the council, local board or committee. (10) “Member” means any member of Council, a Local Board or a Committee of the Town of Tillsonburg. (11) “Newspaper” means a printed publication in sheet form, intended for general circulation in the Town of Tillsonburg, published regularly at intervals of no longer than one week, consisting in great part of news of current events of general interest. (12) “Official” or “Staff” means any employee or officer employed by the Town of Tillsonburg and any person appointed, elected or an agent of the Town of Tillsonburg including a person presiding over a company's board of directors, a committee, a d ebate, or an administrative department. (13) “Presiding Officer” means the Mayor of the Town of Tillsonburg or in the Mayor’s absence the Deputy Mayor or any member appointed to act as Chair for the meeting. (14) “Recorded Vote” means the recording by the Town Clerk in the minutes, the name and vote of every Member on any matter or question. (15) “Rules” means the rules of procedure and order as set out in this By-law. (16) “Substantive Motion” means any motion, except a motion to: (a) recess; (b) postpone; (c) refer; (d) extend the meeting; (e) close debate; (f) rise and report; (g) change the order of business; 272 Procedural By-law No. 4173 Page 7 (h) adjourn; or (i) any other procedural rule incidental to the proceedings of the meetings at that time. (17) “Town” means The Corporation of the Town of Tillsonburg or its geographic boundaries as the situation requires. 1.2 Number and Gender Wherever this By-law refers to a person or thing with reference to gender or the gender neutral, the intention is to read the By-law with the gender applicable to the circumstances. References to items in the plural include the singular, as applicable. 1.3 Headings Headings are inserted for ease of reference only and are not to be used as interpretation aids. 1.4 Legislation Specific references to law in this By-law are printed in Italic font and are meant to refer to the current laws applicable within the Province of Ontario as at the time the By-law was enacted, as they are amended from time to time. In all cases, the reference includes the statute, as amended from time to time, including successor legislation. 1.5 General Meeting Procedure In any matter of procedure for which provision is not made in this By-law, the procedure to be followed shall be, as near as may be applied to the procedure followed in Robert’s Rules of Order, 11th Edition. 1.6 Short Title This By-law may be referred to as the “Procedural By-law”. PART 2 – EFFECT 2.1 Except as otherwise provided in this By-law, the provisions of this By- law shall be observed in all Meetings of Council and by its Members, and shall constitute the rules for the order and dispatch of business by Council and its Members. 273 Procedural By-law No. 4173 Page 8 PART 3 – ROLE OF COUNCIL AND MAYOR 3.1 Role of Council (1) It is the role of Council to: (a) represent the public and to consider the well-being and interests of the Town; (b) develop and evaluate the policies and programs of the Town; (c) determine which services the Town shall provide; (d) ensure that administrative policies, practices and procedures and controllership policies, practices and procedures are in place to implement the decisions of Council; (e) ensure accountability and transparency of the operations of the Town, including the activities of senior management of the Town; (f) maintain the financial integrity of the Town; and (g) carry out the duties of Council as set out in the Municipal Act, and any other Act. 3.2 Role of Mayor (1) It is the role of the Mayor to: (a) act as chief executive officer of the Town; (b) preside over Council meetings so that its business can be carried out efficiently and effectively; (c) provide leadership to Council; (d) without limiting clause (c), provide information and recommendations to Council with respect to the role of Council described in the Municipal Act, clauses 224 (d) and (d.1); (e) represent the Town at official functions; (f) carry out the duties of the Mayor under this By-law, the Municipal Act and any other Act; and (g) represent the Town at County of Oxford Council meetings. Council may appoint one of its members as an alternate member of the upper-tier council, to act in place of the Mayor who is a member of the council of the local municipality and its upper-tier municipality, when the Mayor is unable to attend a meeting of the upper-tier council for any reason. (2) As chief executive officer, the Mayor shall: (a) uphold and promote the purposes of the Town; (b) promote public involvement in the Town’s activities; (c) act as representative of the Town both within and outside the Town, and promote the Town locally, nationally and internationally; and (d) participate in and foster activities that enhance the economic, social and environmental well-being of the Town and its residents. 274 Procedural By-law No. 4173 Page 9 (3) The Mayor may assign or delegate any of the duties of the Mayor to the Acting Mayor, if elected or any Councillor from time to time, according to such terms and conditions as the Mayor may define, and the Councillor shall carry out such duties with care and diligence. 3.3 Duty of Members (1) It shall be the duty of Members to: (a) attend all Council Meetings; (b) prepare for meetings, including reviewing meeting agendas and background information prior to the meeting to allow for discussion and determination of action at the meeting. Members are encouraged to make inquiries of staff regarding the materials supplied in advance of the meeting; (c) speak to only the subject under debate; (d) vote on all motions before Council unless prohibited from voting by law; (e) observe the Rules at all meetings; (f) speak through the Presiding Officer at all meetings; (g) support Council and not criticize any decision of the Council except for the purpose of moving that the question be reconsidered or repealed; (h) attend all meetings of committees and local boards to which the Member has been appointed by Council; (i) carry out the duties set out in the Municipal Act and all other applicable Acts; (j) act in accordance with their Declaration of Office; (k) shall not direct or interfere with the performance of any work for the municipality; and (l) adhere to the Council Code of Conduct at all times. (2) No Member shall divulge to any person any information that pertains to any aspect of any discussion or direction of Council that was given or provided at a closed Meeting of Council. (3) Should any Councillor be unable to perform any of their duties for an extended period of time, the Councillor shall advise the Mayor forthwith, and in the case of the Mayor being unable to perform any of his/her duties for an extended period of time, the Mayor shall advise Council. (4) Members shall abide by the Code of Conduct, By-Law 3979, or current version thereof, at all times. 275 Procedural By-law No. 4173 Page 10 PART 4 – COUNCIL MEETINGS 4.1 Meeting Place (1) Council Meetings shall be held in the Council Chambers adopted and used by the Council from time to time for such purpose or any other locations identified by Council. Despite the foregoing, the Mayor may authorize a special Council Meeting to be held at a location other than the Council Chambers currently adopted. (2) Where the Council Chambers currently adopted are not available for a meeting due to an unforeseen circumstance or due to renovation or similar impediment, the Mayor shall designate another location that is accessible to the public for purposes of holding Council Meetings. 4.2 Inaugural Meeting of Council (1) The Inaugural Meeting of Council shall be held commencing at 6:00 p.m. on the first Monday in December of an election year unless such Monday is not practicable, in which case the Inaugural Meeting shall be held at a time and date set by the Town Clerk in consultation with the incoming Council but not later than the second Monday in December. (2) With respect to the 2018 regular election, the term of office shall begin on December 1, 2018 and end on November 14, 2022. For subsequent terms of office, the Inaugural Meeting of Council shall be held on the first Monday following the commencement of the term at 6:00 p.m. unless such a day is not practicable, in which case the Inaugural Meeting shall be held at a time and date set by the Town Clerk in consultation with the incoming Council. (3) At the Inaugural Meeting, Members shall take the Declaration of Office. 4.3 Regular Council Meetings (1) Regular Council Meetings shall be held on the 2nd and the 4th Mondays of each month, except in the month of July, August and December or as otherwise set by Council from time to time. (2) Regular Council Meetings shall commence at 6:00 p.m. except as otherwise set by Council from time to time. (3) A member of Council shall not be permitted to participate electronically in a meeting 276 Procedural By-law No. 4173 Page 11 (4) Where a conflict between the scheduled date or time of a Regular Council Meeting and another event of significance arises, the Town Clerk in consultation with the Mayor may cancel the Council Meeting or reschedule the meeting to a different date or time of commencement provided that adequate notice of the change is posted pursuant to the notice of meeting provisions. 4.4 Special Council Meetings (1) Special Council Meetings may be held from time to time and may be initiated by: (a) the Mayor; (b) a petition or a vote of the majority of the Council Members; or (c) the Town Clerk, in consultation with the Chief Administrative Officer. (2) The date, time, and location of a Special Council Meeting shall be set by the Town Clerk in consultation with the Mayor or by petition or vote of the majority of the Members. (3) No business except the business dealing directly with the items listed on the meeting agenda shall be transacted at a Special Council Meeting. 4.5 Closed Council Meetings (1) A Closed Council Meeting is a meeting of Council from which members of the public shall be excluded, and shall be held in accordance with the provisions of this By-law and the Municipal Act. (2) A member of Council shall not be permitted to participate electronically in a meeting which is closed to the public. (3) Closed Council Meetings may be initiated by: (a) the Mayor; (b) petition or vote of the majority of the Members; or (c) the Town Clerk, in consultation with the Chief Administrative Officer. (4) The date, time, and location of a Closed Council Meeting shall be set by the Town Clerk in consultation with the Mayor or by petition or vote of the majority of the Members. (5) Prior to holding a Closed Meeting, Council shall state by way of resolution the fact that a closed meeting will be held and the general nature of the matter to be considered at the closed meeting. (6) A Closed Council Meeting may be held if the subject matter being considered relates to: 277 Procedural By-law No. 4173 Page 12 (a) the security of the property of the Town; (b) personal matters about an identifiable individual, including Town employees; (c) a proposed or pending acquisition or disposition of land by the Town; (d) labour relations or employee negotiations; (e) litigation or potential litigation, including matters before administrative tribunals, affecting the Town; (f) advice that is subject to solicitor-client privilege, including communications necessary for that purpose; (g) a matter in respect of which Council may hold a closed meeting under another Act; (h) consideration of a request under the Municipal Freedom of Information and Protection of Privacy Act. This applies if the council, board, commission or other body is the head of an institution for the purposes of that Act; (i) an ongoing investigation respecting the municipality, a local board or a municipally-controlled corporation by the Ombudsman appointed under the Ombudsman Act; (j) information explicitly supplied in confidence to the municipality or local board by Canada, a province or territory or a Crown agency of any of them; (k) a trade secret or scientific, technical, commercial, financial or labour relations information, supplied in confidence to the municipality or local board, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization; (l) a trade secret or scientific, technical, commercial or financial information that belongs to the municipality or local board and has monetary value or potential monetary value; or (m) a position, plan, procedure, criteria or instruction to be applied to any negotiations carried on or to be carried on by or on behalf of the municipality or local board; or (n) education or training of the Members, and at the meeting no Member discusses or otherwise deals with any matter in a way that materially advances the business or decision-making of the Council, local board or committee; (7) No matter except the matters so identified in the motion authorizing the Closed Council Meeting shall be transacted at that meeting. (8) No decisions shall be made in closed Council Meetings. (9) Council may provide staff direction. 278 Procedural By-law No. 4173 Page 13 4.6 Meeting Agendas (1) The Town Clerk shall make available to each Member a meeting agenda for each Council Meeting. An electronic copy of the agenda shall be sent by the Town Clerk, or designate, to each Member of Council: (a) in the case of Regular Council Meeting, no less than 4 days before the date appointed for the holding of such meeting; and (b) in the case of Special and Closed Council Meetings, no less than 48 hours before the hour appointed for the holding of such meeting. (2) In preparing a meeting agenda, the Town Clerk shall consult with the Mayor and the Chief Administrative Officer, and shall reflect the direction of the Mayor and the Chief Administrative Officer in finalizing the meeting agenda. (3) At the direction of the Mayor, the Town Clerk may provide a meeting agenda for a Special Council Meeting or a Closed Council Meeting at the meeting where time constraints do not allow the meeting agenda to be provided to the Members at least 48 hours before the hour appointed for the holding of such meeting. (4) As soon as possible after a meeting agenda has been provided to Members, with the exception of agendas for Closed Council Meetings, the Town Clerk shall make the meeting agenda available to the public, and shall: (a) maintain copies of the meeting agenda in the Town Clerk’s office for use by the public; (b) post the meeting agenda on the Town’s website; and (c) ensure that the meeting agenda is available to any of the local news media or members of the public who have requested a copy of the same. 4.7 Meeting Minutes (1) The Town Clerk shall prepare and maintain minutes of all Council Meetings, to include: (a) the date, time and place of the Council Meeting; (b) the names of Presiding Officer or Officers and record of attendance of the Members; (c) the names of the staff members and consultants present at any meeting; (d) the names of members of the public who spoke or presented at a statutory public meeting as required by any Act and the names of members of the public who spoke or appeared as Delegations or in Open Forum, if applicable; (e) the reading, if requested, correction and adoption of the 279 Procedural By-law No. 4173 Page 14 minutes of prior Council Meetings; and (f) without note or comment, all resolutions, decisions and other proceedings of the Council Meeting, whether the Meeting is closed to the public or not. (2) The Town Clerk shall maintain a record of all minutes of Council Meetings in the Town Clerk’s office and upon approval of the same by Council which, with the exception of minutes of Closed Council Meetings, shall be available for public viewing and shall be posted on the Town’s website. PART 5 – GENERAL MEETING PROCEDURES 5.1 Open Meetings Except as authorized under any Act, all Council Meetings shall be open to the public. 5.2 Quorum (1) A majority of the whole number of the Members required to constitute Council is necessary to form a quorum, except as may otherwise be authorized pursuant to the provisions of the Municipal Conflict of Interest Act. (2) If no quorum is present within fifteen (15) minutes after the time appointed for a Council Meeting, the Town Clerk shall record the names of the Members present and the meeting shall stand adjourned. 5.3 Electronic Participation (1) A member of council, of a local board or of a committee of either of them, may not participate electronically in a meeting which is open to the public. 5.4 Presiding at Meeting (1) Except as otherwise provided in this By-law, the Mayor shall preside at all Council Meetings. (2) In the case of the absence of the Mayor, or if he is absent through illness, or he refuses to act or his office is vacant, or declares a conflict of interest (any of the foregoing hereinafter referred to as "absent"), the Acting Mayor shall act in the place and stead of the Mayor, save that should the Mayor and the Acting Mayor be absent, 280 Procedural By-law No. 4173 Page 15 then in alphabetical order by surname, a Member of Council shall assume the position of Presiding Officer. (3) The Acting Mayor or any Council Member acting in the place and stead of the Mayor shall have all the rights, powers and privileges of the Presiding Officer. PART 6 – ORDER OF PROCEDURE FOR REGULAR AND SPECIAL COUNCIL MEETINGS 6.1 Order of Business (1) The Town Clerk shall cause to be prepared for Regular and Special Council Meetings a meeting agenda that conforms to the following order of business: 1. Call to Order 2. Closed session (if necessary) Motion to go into closed 3. Adoption of Agenda 4. Moment of Silence (if necessary) 5. Disclosure of Pecuniary Interest and the General Nature Thereof 6. Adoption of Minutes of Previous Meeting 7. Public Meetings 8. Planning Applications 9. Presentations 10. Delegations 11. Deputation(s) on Committee Reports 12. Information Items 13. Staff Reports 14. New Business 15. Consideration of Committee Minutes 16. Motions/Notice of Motions 17. Resolutions/Resolutions Resulting from Closed Session 18. By-laws 19. Confirm Proceedings By-law 20. Items of Public Interest 21. Adjourn (2) Council may, at any point within a Council Meeting, adopt a motion to go into closed session to consider matters in accordance with the provisions of Part 4.5(6) of this By-law. (3) Council shall dispense with the business of Council in the order by which it is presented in the meeting agenda, except Council may, by consent, change the order of business. (4) For Special Council Meetings, the Town Clerk may dispense with 281 Procedural By-law No. 4173 Page 16 any one or more agenda items 2 and 6 through 17 inclusive as set out in Part 6.1(1) of this By-law. 6.2 Opening Procedure (1) As soon after the appointed time of the Council Meeting as there shall be a quorum present, the Mayor or such other Presiding Officer appointed as set out in Part 5.4 of this By-law shall take the Chair and call the Members to order. 6.3 Adoption of Agenda (1) Where an item is not on the agenda but due to its urgent nature requires Council consideration at the Council Meeting, Council may add the item to the agenda by resolution. (2) Items added to the agenda by resolution shall be placed under New Business for consideration. 6.4 Disclosure of Pecuniary Interest (1) Where a Member has a pecuniary interest pertaining to any item listed on a meeting agenda, the Member shall so disclose the pecuniary interest and the general nature thereof, in writing, and the Town Clerk shall record the declaration in the minutes. A member is prohibited from partaking in the discussion of or vote on any question of the matter or attempt in any way before, during or after the meeting to influence the voting on any such question. The exception to this rule applies if the matter under consideration at a meeting or a part of a meeting is to consider whether to suspend the remuneration paid to the member. In this case, the member may take part in the discussion of the matter, including making submissions to council or the local board as the case may be and may attempt to influence the voting on any question in respect of the matter, whether before, during or after the meeting however a member is not permitted to vote on any question in respect of the matter. (2) Members shall disclose any pecuniary interest and the general nature thereof with respect to any item discussed at a Closed Council Meeting or at a previous Council Meeting at which the Member was absent, and shall provide such declaration in writing to the Town Clerk, and the Town Clerk shall record the declaration in the minutes. (3) During a Council Meeting, should a matter be raised that is not listed on the meeting agenda for which a Member has a pecuniary interest, the Member shall so declare such interest and the general 282 Procedural By-law No. 4173 Page 17 nature thereof at that time, and the Town Clerk shall record the declaration in the minutes. (4) A member is required to file a written statement with the Town Clerk after the member discloses a pecuniary interest. Addendum “A”. The statement shall include the item(s) on the Agenda to which a pecuniary interest applies; the reason(s) for the pecuniary interest; the date & time; and signature of the member. (5) The Town Clerk shall maintain a public registry of the pecuniary interests declared and file the written statements received in accordance with the Town’s record’s management policy. A copy of the registry shall be made available for public inspection on the Town website and through the Town Clerk’s Office. 6.5 Public Meetings (1) Where Council is required by law to hold a public meeting, or otherwise has resolved to hold a public meeting, such a meeting may be conducted at a Regular or Special Council Meeting. (2) The Town Clerk shall ensure that public meetings are incorporated in the meeting agenda as appropriate to address any requirements of law as may apply. (3) During a public meeting, any person wishing to address Council may come forward when prompted by the Presiding Officer, and such person shall address Council according to the same rules as apply to Delegations appearing before Council under this By-law, except that: (a) prior notice of one’s desire to speak shall not be required; and (b) a motion need not be considered by Council following each presentation. 6.6 Deputations/Delegations (1) Persons desiring to present information verbally on matters of fact shall make a request in writing to the Town Clerk no later than 4:30 p.m. on the Wednesday preceding the date of the next Regular Council Meeting. A Delegation Request Form is available on the Town’s website for submission to the Town Clerk. The request shall include a brief with sufficient details to reveal the nature of presentation and decision or action being requested of Council. (2) Persons wishing to appear as a Deputation and who are not listed on the agenda may submit a written request, including the item on the agenda they wish to speak to, to the Town Clerk no later than 12:00 283 Procedural By-law No. 4173 Page 18 p.m. on the day of the Council Meeting. The Town Clerk shall add the name to the Council Deputation Register which shall be circulated to Council prior to the commencement of the meeting. (3) Persons appearing as a Deputation shall be limited to a maximum of fifteen (15) minutes speaking time which shall include questions from Council. Council shall not debate requests from Delegations until staff information has been provided at a subsequent meeting. (4) Any person or deputation wishing to show an electronic presentation for Council at a public meeting shall be required to furnish same to the Town Clerk by no later than 2:00 p.m. on the Friday prior to the Council meeting. (5) Council may refuse to hear Delegations when, in the opinion of the Council, the subject of the presentation is beyond the jurisdiction of the Town of Tillsonburg, the subject matter or content of the presentation is deemed frivolous, vexatious, offensive, threatening in nature or relates to litigation or potential litigation. No person will be permitted to address Council with respect to labour/management disputes, nor will a brief respecting such disputes be listed on a Council agenda, although a written submission by any person with respect to labour negotiations or labour management disputes may be distributed to the Members for information purposes. (6) Persons expressing different points of view on any matter shall be permitted but in order to avoid repetition, Council may decline to hear a repetition of a point of view already expressed. (7) No person shall be allowed to appear before Council a second or subsequent time to address the same subject matter unless; the person is providing new information. (8) No person or delegation shall be permitted to address Council with respect to a subject matter that Council, in accordance with subsections 239 (2), (3) and (3.1) of the Municipal Act determines should be considered in a Council meeting that is closed to the public. (9) During or following a Deputation, Members may ask specific questions relating to the presentation for the purpose of clarification without statement or comment. Members shall not engage in debate with delegates. (10) Following a Deputation, Council shall adopt a motion: (a) to receive the Deputation as information; (b) to refer the information received to another item listed on the meeting agenda; 284 Procedural By-law No. 4173 Page 19 (c) to refer the information received to a Committee, Local Board or Town staff for a report; or (d) to refer the information received to New Business for consideration. 6.7 Information Items/Correspondence (1) Items of correspondence or other forms of written communication intended to be presented to Council on the meeting agenda, including petitions: (a) shall be legibly written or printed; (b) shall not contain any obscene or improper language; and (c) shall contain the signature of at least one person. (2) To be eligible to appear on a meeting agenda, items of correspondence shall be received by the Town Clerk no later than 4:30 p.m. on the Tuesday preceding the date of the next Regular Council Meeting. Notwithstanding the foregoing, items of correspondence received after this time may be added to the meeting agenda by addendum where such item of correspondence is germane to a matter of business that is on the Meeting agenda or is of a time-sensitive nature. (3) Upon consideration of any item of correspondence, Council may adopt a motion to: (a) receive the item of correspondence as information; (b) refer the item of correspondence to another item listed on the meeting agenda; (c) refer the item of correspondence to a Committee, Local Board or Town staff for a report; or (d) may consider a substantive(applicable) motion with respect to the same. (4) The meeting agenda shall include under the Correspondence for Information items, matters that are principally for the information of Council and that do not by necessity require action or response from Council. Council may receive information items by one motion, but prior to consideration of such motion, Members may request that specific items be removed from consideration under such motion and Council shall consider such items individually. (5) Items of correspondence shall be directed to Council and added to an agenda by Town Staff as requested by individual Councillors. 6.8 Staff Reports or Requests for Staff Reports Any Member may request Staff to prepare a report pertaining to any issue. Council by resolution shall direct staff as requested and shall provide 285 Procedural By-law No. 4173 Page 20 direction as to when the report is required to be presented. 6.9 Consideration of Committee Minutes and Recommendations The Town Clerk shall ensure that minutes of all Local Boards and Committees are placed on a Regular Council Meeting agenda as soon as practicable. Council shall receive the minutes by resolution. All recommendations contained within those minutes requiring Council action will be presented by the Committee Chair or his/her designate under Delegations on Committee Reports and/or by way of a Staff report. 6.10 Motions/Notice of Motions (1) The Town Clerk shall ensure that proposed motions, for which Notice of Motion has been given, are included in full in the meeting agenda. (2) Any Member may provide notice of his/her intent to introduce a motion for the consideration of Council at the next Regular Council Meeting by: (a) filing with the Town Clerk in writing, no later than 4:30 p.m. on the Tuesday preceding the date of a Regular Council Meeting, a motion that the Member intends to put forward for consideration at the Council Meeting, and such motion shall be included in full on the meeting agenda; or (b) giving notice to Council during Notice of Motions that the Member intends at the next Regular Council Meeting to introduce a motion with respect to a matter so declared. (3) Any motion may be introduced without providing notice of motion if Council dispenses with notice by a two-thirds vote. 6.11 By-laws (1) Under By-laws, the meeting agenda shall list all proposed by-laws to be placed before Council for consideration. (2) No By-laws except a by-law to confirm the proceedings of council shall be presented to Council unless the subject matter thereof has been previously considered and recommended to Council, unless such by-law is of an administrative nature and/or authorized by the Chief Administrative Officer or designate. (3) All proposed by-laws shall be in typewritten form, numbered, and shall contain no blanks except as may be required to conform to accepted procedure or to comply with the provisions of any Act. 286 Procedural By-law No. 4173 Page 21 (4) The procedure for consideration and enactment of by-laws shall be as follows: (a) every proposed by-law listed on the agenda shall be considered by Council for enactment by one main motion, unless a by-law is to be received for first and second reading only, in which case such a by-law will be considered separately. Additionally, any Member may request that a proposed by-law be considered separately from other by-laws under consideration, and without debate or right of appeal. The Presiding Officer shall remove the proposed by-law from the motion to enable the said by-law to be considered for enactment separately; (b) following voting on the main motion, Members may discuss any by-law removed from the main motion and Council may entertain motions to amend any provision of any proposed by-law, and where a motion is adopted to amend a by-law that was removed from the main motion, the proposed by- law shall be amended accordingly before being placed before Council for enactment; and (c) In accordance with Town policy, a by-law may be given three readings, unless two readings are required to accommodate notice provisions and returned for third and final reading at an upcoming meeting of council. 6.12 Items of Public Interest (1) Under Items of Public Interest, Members may verbally introduce information respecting special events, meetings, notices, or declarations that are considered to be of general interest to the community. (2) Any person or organization wishing to have the Mayor or any Member make an announcement respecting a special event, meeting, notice, declaration or proclamation shall forward such request to the office of the Mayor no later than 4:30 p.m. on the Tuesday preceding the date of the next Regular Council Meeting, and such request shall: (a) be legibly written or printed; (b) clearly specify the nature of the requested announcement; and (c) contain the signature of at least one person who is making the request; but the Mayor shall be under no obligation to make any announcement so requested. 287 Procedural By-law No. 4173 Page 22 (3) No business or new business shall be considered by Council during Items of Public Interest. 6.13 Confirm Proceedings By-law Council shall adopt a by-law to confirm the proceedings respecting the actions taken by Council with respect to each report, motion, resolution or other action taken by Council at a Council Meeting, and such by-law may be enacted by one motion that is not amendable or debatable. 6.14 Adjourn Council Meetings shall adjourn no later than the hour of 10:30 p.m. If in session at that time, a two-thirds vote of the Members present shall be required in order for the meeting to continue past the hour of 10:30 p.m. PART 7 – ORDER OF PROCEDURE FOR CLOSED COUNCIL MEETINGS 7.1 Meeting Agenda for Closed Council Meetings (1) The Town Clerk shall prepare for the use of the Members at Closed Council Meetings an agenda that conforms to the following order of business: 1. Call to Order 2. Disclosure of Pecuniary Interest and the General Nature Thereof 3. Approval of Closed Minutes of previous meeting (if necessary) 4. Items for Consideration 5. Adjournment (2) Where Council elects to go into a closed session in the midst of a Regular or Special Council Meeting, the Call to Order is not necessary and the Adjournment will be a motion to return to Regular Session. The motion will include the time at which the Closed session adjourned. 7.2 Opening Procedure for Closed Council Meetings (1) As soon after the appointed time of the Meeting as there shall be a quorum present, the Mayor or such other Presiding Officer appointed as set out in Part 5.4 of this By-law shall take the Chair and: (a) call the Members to Order; and (b) request that Council consider a motion to go into closed session. (2) The opening procedure shall be conducted in open session. 288 Procedural By-law No. 4173 Page 23 (3) Prior to going into closed session, Council shall adopt a resolution stating the fact of holding a closed meeting and setting out the general nature of the matter or matters to be considered at the closed meeting. 7.3 Disclosure of Pecuniary Interest at Closed Council Meetings (1) Any Member, prior to any consideration of any matter at a Closed Council Meeting, shall disclose any pecuniary interest and the general nature thereof with respect to any item on the meeting agenda, and shall provide such declaration, in writing, to the Town Clerk, and the Town Clerk shall record the declaration in the minutes. (2) Any Member shall disclose any pecuniary interest and the general nature thereof with respect to any item discussed at a previous Closed Council Meeting at which the Member was absent, and shall provide such declaration to the Town Clerk, and the Town Clerk shall record the declaration in the minutes. (3) Any Member declaring a pecuniary interest in any matter under consideration in a Closed Council Meeting shall leave the meeting room during the time Council considers the matter. The exception to this rule applies if the matter under consideration at a meeting or a part of a meeting is to consider whether to suspend the remuneration paid to the member. In this case, the member may attend the meeting or part of the meeting during which the matter is under consideration. 7.4 Procedures for Closed Council Meetings (1) The Rules governing the procedure of Council and the conduct of Members shall be observed in Closed Meetings, with the necessary modifications. (2) No matter shall be discussed at a Closed Council Meeting that is not consistent with the motion to go into closed session adopted during the opening procedure. (3) If a matter arises in a Closed Meeting that a Member feels is not appropriate to consider in closed session, the Member shall be provided the opportunity to explain his/her reasons and to persuade Council to have the matter discussed in an open Council Meeting. Where, following such endeavour the majority of Council believes the matter is to be considered in closed session, the Member may withdraw from the meeting room during consideration of the matter, and the Town Clerk shall so note in the minutes. 289 Procedural By-law No. 4173 Page 24 PART 8 – RULES OF PROCEDURE FOR COUNCIL MEETINGS 8.1 Duties of the Presiding Officer (1) It shall be the duty of the Presiding Officer to: (a) open the meeting by taking the Chair and calling the Members to order; (b) announce the business before Council in the order in which it is to be acted upon; (c) receive and submit, in the proper manner, all motions presented by the Members; (d) put to a vote all questions which are duly moved, or arise in the course of proceedings, and to announce the result; (e) decline to put to a vote all questions that infringe upon the Rules; (f) restrain the Members, within the Rules, when engaged in debate; (g) enforce on all occasions the observance of order and decorum among the Members; (h) order any Member persisting in breach of the Rules to vacate the meeting place in accordance with the Rules; (i) may expel any person present at a meeting who speaks or makes a noise or behaves in a disorderly or improper manner or otherwise disturbs or interrupts the proceedings of the meeting;authenticate, by signature when necessary, all by-laws and resolutions; (j) inform Council, when necessary or when referred to for that purpose, of a ruling on a point of order, a point of personal privilege, or of a breach of the assembly’s privileges; (k) represent and support Council declaring it’s will, and implicitly obeying its decisions in all things; (l) ensure that the decisions of Council are in conformity with the laws and by- laws governing the activities of Council; (m) recess the meeting where necessary in accordance with the Rules; (n) call for adjournment of the meeting when the business is concluded; and (o) adjourn the meeting without question in the case of a grave disorder. 8.2 Rules of Decorum (1) No Member shall: (a) speak disrespectfully of the Reigning Sovereign, or of any member of the Royal Family, or of the Governor-General, the Lieutenant-Governor of any Province, or any Member of the Senate, the House of Commons of Canada or the Legislative Assembly of the Province of Ontario; (b) use offensive words or un-parliamentary language in or against any Member or staff, or to speak disrespectfully of any Member or staff; 290 Procedural By-law No. 4173 Page 25 (c) engage in a private conversation during the Council Meeting which disrupts the proceedings of council; (d) speak on any subject other than the subject in debate; (e) criticize any decision of the Council except for the purpose of moving that the question be reconsidered; (f) disobey the Rules; (g) disobey the rulings of the Presiding Officer or of the Council on questions respecting the interpretation or application of the Rules except for the purpose of appealing the decision in accordance with the Rules. (2) No Member shall speak until recognized by the Presiding Officer. All Members shall speak directly into their microphone to ensure all those in attendance can hear the Member’s comments. (3) No person except Members and Officials shall be allowed to come within the horseshoe during a Council Meeting without permission of the Presiding Officer or the Council upon reference. (4) No person, other than a Member or an Official, shall, before or during a Council Meeting, place on the desks of Members or otherwise distribute any material whatsoever unless such person is so acting with the approval of the Mayor or the Presiding Officer as applicable. (5) When the Presiding Officer is putting a question to a vote, no Member shall leave or make a disturbance. (6) If any Member of the Council desires to leave a Council Meeting prior to the adjournment thereof and not return, the Member shall so advise the Presiding Officer and the Member’s departure and the time thereof shall be recorded in the minutes. (7) Should Council not maintain a quorum due to the departure of one or more Members prior to the adjournment of a Council Meeting, the Town Clerk shall declare the Meeting adjourned. (8) Where any person not being a Member or an Official desires to address Council, other than as a Deputation listed on the meeting agenda, the person shall be permitted to do so only with leave of a majority of the Members present, but such approval shall not be required where a person has a statutory right to be heard by Council or Council is holding a public meeting for the purpose of receiving comments from the public. (9) Once Council has dispensed with an item by vote, the same matter may not be reopened for further discussion or consideration, except in accordance with rules of procedure respecting reconsideration as set out 291 Procedural By-law No. 4173 Page 26 in Part 8.4 of this By-law. (10) The Presiding Officer may declare a recess at any point during a Council Meeting with the consensus of Council without the necessity of a motion, to enable any unusual circumstance or condition that has arisen to be addressed. (11) No member shall use an electronic device as a recording device during any Meeting. (12) No member shall use an electronic device to broadcast or otherwise publish or post audio, video or photographs of any Meeting. (13) Members of council and Town employees, shall turn off or place on non-inaudible mode all electronic devices during a Meeting. On call/on duty medical or emergency services personnel (Council or employees) are exempt from these requirements. Such personnel shall advise the Chair, and place their electronic devices on the audible setting in order to be notified and upon notification, will leave the room to respond. (14) Members shall not use electronic communication devices to review or access information regarding matters not under consideration before Council during a meeting. (15) Members shall refrain from sending or receiving text messages, emails or other electronic messaging of a personal nature or concerning any matter pending before Council during a Meeting with the exception of urgent/emergency family or business communications. 8.1 Rules Respecting the use of Electronic Devices by the Public (1) Members of the public shall turn off or place on vibrate all electronic devices when in attendance in Council Chambers during the entire meeting. (2) Members of the public are required to exit Council Chambers if they wish to make or receive a telephone call. (3) The Town of Tillsonburg reserves the right to tape, televise or otherwise electronically record any open meeting of Council with permission of the Presiding Officer and in a manner as to not interfere with the proceedings of the meeting. 8.2 Rules of Procedure Respecting Motions (1) Motions, to be considered, shall be clearly stated and shall not contain disjointed thoughts or directions that in the opinion of the Presiding Officer are excessively difficult to interpret. 292 Procedural By-law No. 4173 Page 27 (2) Where the Presiding Officer believes a motion is complex, or not clearly stated, or contains disjointed thoughts or directions, the Presiding Officer may: (a) require the Member to put forward the motion in written form; and/or (b) rule that such motion is out of order due to its uncertainty and not place the question before Council for consideration. (3) The Presiding Officer shall not permit debate on a motion or put a motion to vote until the motion is formally seconded. (4) When a motion is presented in writing, it shall be read by the Mover or the Presiding Officer, before debate. (5) A motion that has been duly seconded may be withdrawn subject to the following provisions: (a) A motion can only be withdrawn by the mover with the consent of Council. (b) Withdrawal of a motion shall be in order at any time during debate. (c) If no Member objects to the withdrawal of the motion, the motion shall be considered withdrawn. (d) If a Member objects to the withdrawal of a motion, a withdrawal motion shall be entertained, and if such motion receives a seconder, it shall be decided prior to consideration of any other motion. (e) If a motion is withdrawn the effect is the same as if it had never been made. (6) A motion containing two or more distinct proposals may be divided by leave of Council, and Council shall consider each part separately. (7) A main motion properly before the Council shall receive disposition before any other motion can be considered, except in respect of matters listed below and according to the listed priorities, namely: (a) to recess; (b) to adjourn; (c) to postpone the motion under consideration to a definite date; (d) to postpone the motion under consideration indefinitely; (e) to refer the motion under consideration to a Committee or staff for a report; (f) to amend the motion under consideration; and (g) to close debate (to end debate on the motion under consideration). (8) A motion to recess: (a) is permissible when there is business before Council for consideration; (b) shall specify the length of time of the recess; (c) is not debatable except with regard to the length of the recess; and 293 Procedural By-law No. 4173 Page 28 (d) shall be amendable with respect to the length of the recess. (9) A motion to adjourn: (a) is not amendable; (b) is not debatable; (c) is not in order when a Member is speaking or during a vote; and (d) when resolved in the negative, cannot be made again until the Presiding Officer has deemed sufficient business has been conducted by Council in the intervening time. (10) A motion to postpone: (a) may or may not state a definite time or date as to when the matter shall be further considered; (b) shall apply to the main motion and to any motions to amend the main motion that are pending; (c) is not debatable except as to date or time; and (d) shall not be amendable except as to date or time. Where a motion to postpone is adopted without a definite time or date as to when the matter shall be further considered, Council shall not consider the matter until such time as Council, by resolution, brings back the matter for consideration. (11) A motion to refer: (a) shall be open to debate; (b) may be amended; (c) shall include the terms of referral including the time or conditions under which the matter is to be returned to Council for consideration; and (d) may include the reasons for the referral. (12) A motion to amend: (a) shall be relevant to the main motion; (b) shall not be directly contrary to or propose a direct negative to the main motion; (c) shall be debatable; and (d) shall not itself be amended more than once; and (e) motions to amend shall be put to a vote in reverse order from which motions to amend are put forward, and should the motion to amend be carried, the main motion shall then be considered by Council as amended. Notwithstanding the foregoing, a motion to amend shall not be required where the mover and seconder of the main motion agree to re- word the main motion to accommodate a proposed amendment and no Member of Council objects. 294 Procedural By-law No. 4173 Page 29 (13) A motion to close debate: (a) is not permissible until every Member present has had the opportunity to speak to the question at least once; (b) is not amendable; (c) is not debatable; and (d) requires a two-thirds vote of the Members present; and (e) upon adoption, the Presiding Officer shall forthwith put the main motion and all amendments thereto to a vote. (14) A motion to suspend the rules: (a) is permissible; (b) is not debatable; (c) is not amendable; (d) shall include a statement as to the purpose of the suspension; (e) requires a two-thirds vote of the Members present; and (f) is not permissible with regard to any statutory requirements that apply to the proceedings of Council. (15) A motion to change the order of business as presented in the meeting agenda shall not be amendable or debatable. (16) Dilatory motion, which shall include: (a) any motion made subsequent to a motion that was defeated that is substantially the same as the defeated motion where, in the opinion of the Presiding Officer, the motion is made for the purpose of delay or to frustrate Council; and (b) any motion made that is absurd or frivolous, or that cannot be effected; shall not be entertained by the Presiding Officer. (17) Any Member who wishes to introduce a motion that is contrary to a motion that has been adopted by Council shall employ the reconsideration procedures as set out in Part 8.4 of this By-law. 8.3 Rules of Procedure Respecting Reconsideration (1) A motion to reconsider is in order at any time, even when another Member has the floor, or while Council is voting on the motion to adjourn. (2) A motion to reconsider can be made at the Meeting in which the vote on the original motion to be reconsidered was taken, or at a subsequent Regular Council Meeting. It must be made by a Member who voted with the prevailing side. Any Member may second the motion to reconsider the vote. (3) The effect of making this motion is to suspend all action the original motion would have required until the reconsideration. 295 Procedural By-law No. 4173 Page 30 (4) If the motion to reconsider is defeated it cannot be repeated except by general consent. No question can be twice reconsidered unless it was materially amended after its first reconsideration. A reconsideration requires only a majority vote, regardless of the vote necessary to adopt the motion reconsidered. (5) If the motion to reconsider is adopted, the next order of business is the original motion that is to be reconsidered. 8.4 Voting on Motions (1) No vote shall be taken in a Council Meeting by ballot or by any other method of secret voting, unless authorized under the Municipal Act. (2) Every member who is present in the Council Chambers when a question is put shall vote, unless prohibited from voting by the provisions of the Municipal Conflict of Interest Act. (3) Immediately preceding the taking of the vote on a motion, the Presiding Officer may read the motion or request the Town Clerk to read the motion in the form introduced and shall do so if required by a Member, and the motion shall be stated in the form in which it will be recorded in the minutes. (4) After a motion is put to a vote by the Presiding Officer, no Member shall speak to the question nor shall any other motion be made until after the vote is taken and the result has been declared. (5) A separate vote shall be taken upon each proposal contained in a motion that has been divided with leave of the Council. (6) The manner of determining the decision of Council on a motion shall be by show of hands, and the Presiding Officer shall determine the adequacy of the show of hands, and upon being satisfied with the adequacy of the show of hands, the Presiding Officer shall declare the results of the vote by stating that the motion is carried or that the motion is defeated, as appropriate. The Presiding Officer may consider a motion to be carried where the Presiding Officer is of the opinion that the motion has the general support and consensus of Council, subject to the right of any Member to request a show of hands, which must be complied with by the Presiding Officer. (7) Where a Member elects not to vote, the action shall be considered to be 296 Procedural By-law No. 4173 Page 31 a negative vote to the motion. (8) Any motion on which there is a tie vote shall be deemed to be defeated and nothing in the Rules shall apply to prevent the Presiding Officer from voting to create a tie. (9) If any Member disagrees with the declaration of the Presiding Officer that a motion has been carried or lost, the Member, immediately after the declaration by the Presiding Officer, may appeal the declaration and request that a Recorded Vote be taken, whereupon the Town Clerk shall poll the Council. (10) When a Member requests a Recorded Vote on a motion, all Members present shall vote when polled by the Town Clerk by verbally indicating yes or no, and the Town Clerk shall record the results of the vote in the minutes. The Town Clerk shall conduct the recording of votes of all Members alphabetically, from the member who requested the recorded vote. The Mayor/Presiding Officer will be polled last. Failure to vote by any member who is present and qualified to vote at the time of the Recorded Vote shall be deemed to be in the negative. A Member may request a Recorded Vote immediately prior to or subsequent to the taking of a vote on a motion. 8.5 Rules of Debate (1) Every Member, prior to speaking to any question or motion, shall so indicate to the Presiding Officer through the raising of a hand of his/her desire to speak, and no Member shall speak until recognized by the Presiding Officer as having the floor. When two or more Members raise their hands to indicate their desire to speak, the Presiding Officer shall determine who was the first to so indicate, and shall designate such Member as having the floor, and the subsequent Members who shall have the floor and the order of same, and the determination of the Presiding Officer in such respect shall not be subject to appeal. (2) All Members and Officials who are called upon to speak during a debate shall direct their comments and questions through the Presiding Officer. 297 Procedural By-law No. 4173 Page 32 (3) When a Member is speaking, no other Member shall interrupt except to rise on a point of order, a point of personal privilege, or a point of privilege affecting the assembly. (4) Any Member may request the Presiding Officer to read the motion under discussion at any time during debate, but such request shall not be made so as to interrupt another Member while speaking. (5) No Member shall speak more than once to the same motion until every Member who desire to speak has spoken, except that the Member who made the motion shall be entitled to a reply immediately prior to the calling of a vote by the Presiding Officer. (6) No Member, without consensus of Council, shall speak to the same motion more than twice, or in reply, for longer than three (3) minutes, excluding staff response time without consent of the Presiding Officer. (7) During debate, a Member may ask a question of another Member only for the purpose of obtaining information or clarification relating to the matter under discussion, and such question shall be stated briefly and clearly, and the Member to whom the question was directed shall respond briefly and clearly to the question, but shall not introduce any new information other than was posed in the question. (8) When a Member has been recognized by the Presiding Officer as having the floor, immediately before speaking, such Member may ask a question of the Presiding Officer or an Official on the matter under discussion, but only for the purpose of obtaining information or clarification, following which the Member shall speak. (9) The Presiding Officer shall appoint another Member to act as Chair: (a) while temporarily being absent from the meeting; (b) while speaking to or debating a question; or (c) if he/she wishes to put forward a motion. (10) The Presiding Officer may, at any time, declare a recess in order to consult Officials with respect to matters of procedure and interpretation of the Rules or to provide members with a personal break. (11) The following matters and motions may be introduced orally without written notice and without leave, except as otherwise provided in the Rules: (a) Point of order; (b) Point of personal privilege; (c) Point of privilege affecting the assembly; 298 Procedural By-law No. 4173 Page 33 (d) Presentation of petitions; (e) Motion to refer; (f) Motion to postpone; (g) Motion to amend; (h) Motion to close debate (end debate); (i) Motion to recess; (j) Motion to adjourn; (k) Motions pursuant to Correspondence and New Business. (12) When the Presiding Officer calls for the vote on a motion, each Member shall remain seated until the result of the vote has been declared by the Presiding Officer, and during such time no Member shall speak to any other Member or make any noise or disturbance. (13) In all proceedings of a Council Meeting, the Presiding Officer shall decide and rule upon all matters pertaining to the Rules, subject to an appeal in which case the matter shall be decided by the Council. (14) When a Member wishes to appeal the ruling of the Presiding Officer, except as prohibited by the Rules, the Member shall introduce the following motion with a view to having same considered by Council: "That the ruling of the Chair be appealed and set aside." 8.6 Point of Order (1) A Member may raise a point of order at any time, including interrupting another Member who has the floor, to bring Council’s attention to: (a) any breach of the Rules; (b) a deviation from the matter under consideration noting that the current discussion is not within the scope of the motion on the table; (c) any other informality or irregularity in the proceedings of Council. (2) When a Member rises on a point of order, the Member shall ask leave of the Presiding Officer to raise the point of order and the Presiding Officer shall grant such leave, following which the Member shall state the point of order, and the Presiding Officer shall decide on the point of order and state his/her ruling on the matter. (3) Upon the raising of a point of order, no further discussion on the main issue shall be conducted until the Presiding Officer has decided and stated his/her ruling on the point of order. 299 Procedural By-law No. 4173 Page 34 (4) Upon hearing the point of order, a Member shall only address the Presiding Officer for the purpose of appealing the Presiding Officer’s ruling to Council. (5) If no Member appeals, the ruling of the Presiding Officer shall be final. (6) If a Member appeals the Presiding Officer’s ruling on the point of order to Council, the Member shall have the right to give reasons for the appeal, following which the Presiding Officer shall have the right to reply with reasons, and the Council shall decide the question: “That the decision of the Chair be sustained/overruled.” without further debate, and the decision of Council shall be final. 8.7 Point of Personal Privilege (1) A Member may rise at any time on a point of personal privilege where such Member feels that his/her integrity, or the integrity of the Council, or the integrity of a Committee, or the integrity of anyone present at the meeting has been called into question by another Member or by anyone present at the meeting. (2) When a Member rises on a point of personal privilege, the Member shall ask leave of the Presiding Officer to raise the point of personal privilege and the Presiding Officer shall grant such leave, following which the Member shall state the point of personal privilege, and the Presiding Officer shall decide on the point of personal privilege and state his/her ruling on the matter. (3) Upon the raising of a point of personal privilege, no further discussion on the main issue shall be conducted until the Presiding Officer has decided and stated his/her ruling on the point of personal privilege. (4) Where the Presiding Officer rules that a breach of privilege has taken place, he/she shall demand that the offending Member or individual apologize and failing such apology shall require the Member or individual to vacate the meeting room for the duration of the meeting as provided for in Part 8.9 of this By-law. (5) With the exception of providing an apology, the Member shall only address the Presiding Officer for the purpose of appealing the Presiding Officer’s ruling of a breach of privilege to Council. (6) If no Member appeals, the ruling of the Presiding Officer shall be final. 300 Procedural By-law No. 4173 Page 35 (7) If a Member appeals the Presiding Officer’s ruling on the point of personal privilege to Council, the Member shall have the right to give reasons for the appeal, following which the Presiding Officer shall have the right to reply with reasons, and the Council shall decide the question: “That the decision of the Chair be sustained/overruled.” without further debate, and the decision of Council shall be final. 8.8 Expulsion for Improper Conduct (1) The Presiding Officer, where a warning or ruling has not been heeded, may expel any Member or person from the meeting place for improper conduct at the meeting, which for purposes of this Section shall include: (a) violation of the Rules; (b) interruption of the proceedings of Council; (c) making of disruptive noise or visible gestures; (d) campaigning for any political cause or outcome; or (e) any other activity that impedes the conduct of the meeting. (2) Where the Presiding Officer expels any Member or person from the meeting, such Member or person shall vacate the meeting place forthwith. (3) Where the expulsion applies to a Member, the Member shall only address the Presiding Officer for the purpose of appealing the Presiding Officer’s ruling of expulsion. (4) If no Member appeals, the ruling of the Presiding Officer shall be final. (5) If a Member appeals the Presiding Officer’s ruling on expulsion to Council, the Member shall have the right to give reasons for the appeal, following which the Presiding Officer shall have the right to reply with reasons, and the Council shall decide the question: “That the decision of the Chair be sustained/overruled.” without further debate, and the decision of Council shall be final. 8.9 Suspension of the Rules (1) During a Council meeting, any Member may introduce a motion that Council temporarily suspend the rules established by this By-law in order to introduce a motion with respect to an item that is not listed on the meeting agenda, stating the subject matter for which the 301 Procedural By-law No. 4173 Page 36 suspension of the rules is being sought. (2) A motion to suspend the rules shall require a two-thirds vote of the Members present at the meeting. (3) Upon adoption of a motion to suspend the rules, the Member so making the motion to suspend the rules may introduce a motion respecting the matter for which the suspension of the rules was granted. PART 9 – NOTICE 9.1 Purpose This By-law shall not apply so as to require the giving of any notice in circumstances where there is no requirement in any applicable by-law, policy, Act, or regulation that notice is given in respect of any proposed municipal action. 9.2 Notice of Council Meetings (1) Notice of a Regular Council Meeting shall be provided through: (a) notifying Members by email/calendar invite as soon as a meeting date has been set; (b) publishing the time and date of the Meeting in a Newspaper and posting of the time and date of the Meeting on the Town’s website at least fourteen (14) days before the Council Meeting, if possible; and (c) publishing of a meeting agenda by the Town Clerk in accordance with Part 4.6. (2) Notice of a Special or Closed Council Meeting shall be provided through: (a) notifying Members by email/calendar invite as soon as a meeting date has been set; (b) publishing the time and date of the Meeting on the Town’s website at least 48 hours before the Council Meeting, if possible; and (c) release of a meeting agenda by the Town Clerk in accordance with Part 4.6. (3) Notwithstanding any other provision of this By-law to the contrary, a Council Meeting may be held to deal with an emergency with less than the requisite notice, provided the Town Clerk has endeavoured to notify the Members about the meeting in the most expedient manner, 302 Procedural By-law No. 4173 Page 37 provided that no business except business dealing directly with the emergency shall be transacted by Council. (4) Where a meeting agenda will not be released prior to a Council Meeting, or in the instance of a Closed Council Meeting, in lieu of the release of a meeting agenda, the Town Clerk shall endeavour to provide notice by telephone call, email, and/or written notice to the local news media and those who have requested a copy of meeting agendas. (5) Lack of receipt of a notice of or meeting agenda for a Council Meeting by any person or Member shall not affect the validity of the meeting or any action lawfully taken at the meeting. 9.3 Notice of Proposed Municipal Action Where any Act or regulation requires that notice be given to the public of any proposed municipal action, such notice shall be given in the manner specified in the Act or regulation, or within any other Town by-law which specifically sets forth the manner in which notice shall be given to the public either for the specific municipal action or generally for municipal actions of that type. 9.4 Notice – General (1) A notice given under this Part is sufficient even if there are times during the period when the Town's website is not fully accessible. (2) If the same matter is considered at a subsequent Committee or Council Meeting no additional notice is required, except where the Municipal Act provides otherwise. (3) The notice requirements of this Part are minimum requirements, and the Town Clerk is authorized to give notice to the public in an extended manner, if in the opinion of the Town Clerk or under the direction of council, the extended manner is considered and necessary in the circumstances. (4) At least once per year, the Town Clerk shall cause a notice of Council Meetings to be published in the local newspaper setting out information on how to access the Town's website to locate public notices and Council agendas and minutes. (5) No notice of a meeting shall be required under this By-law, where the provision of notice will interfere with the ability of Council to 303 Procedural By-law No. 4173 Page 38 conduct business with respect to a matter permitted for a closed session in accordance with Part 4.5(4). PART 10 – PROCESS TO FILL A VACANT SEAT ON COUNCIL 10.1 Process to Fill a Vacant Seat on Council (1) In the event that there is a vacancy declared on Council, the process set out in this Part for filling the vacancy shall be followed. (2) When the position of Mayor is declared vacant by Council pursuant to the provisions of subsection 262 (1) of the Act, the Clerk shall prepare the necessary by-law for passage at the Council meeting following the vacancy declaration to require the Clerk to proceed with a by-election to fill the vacancy in accordance with the Municipal Elections Act, 1996. (3) If the position of Mayor is declared vacant on or after the first day of January during the year of a regular election, the Council member in the position of Acting Mayor will be automatically appointed to the position of Mayor. (4) When the position of Councillor is declared vacant by Council pursuant to the provisions of subsection 262 (1) of the Act, the vacancy shall be filled in the manner set out in Section 10(5) through Section 10(12), inclusive. (5) The vacant position will be offered to the candidate that finished in the runner-up position in the last regular municipal election for the position of Town Councillor. (6) For that candidate to qualify, that individual’s total number of votes must be greater than 50 percent of the number of votes achieved by the candidate that finished directly before them. If the individual is unable to fill the position, proceed to the next step. (7) The Clerk will place advertisements asking individuals to apply in writing to fill the vacant Councillor seat within fourteen calendar days. The letter shall indicate their willingness to fill the position if selected. Individuals may also submit additional paperwork outlining the reasons they believe they are qualified to become a member of Town Council or Councillor whichever is applicable. (8) The names and addresses of the individuals will be made public after the closing date of applications. (9) The list of applicants will then be reviewed in a closed session of 304 Procedural By-law No. 4173 Page 39 Council. Redirecting eligible candidates if there are a large number of submissions, members of Council may reduce the list to between three and six names. (10) The remaining three to six applicants will then be notified to appear at the next regular meeting of Council. Each applicant shall make a verbal presentation of up to seven minutes. There will not be a question and answer session between candidates and Councillors. (11) Prior to the next regular meeting of Council, Councillors will meet in a closed session to select the replacement for the vacancy. The selected individual’s name will be announced by the Town Clerk prior to the next Council meeting. The successful individual will be sworn in at the first opportunity available after the by-law to appoint has been passed by Council in an open council session. (12) If step Section 10.7 fails to draw any applications, the Council will notify the Town Clerk that the position of Councillor will require a by-election to be held to fill the vacancy in accordance with the Municipal Elections Act, 1996. PART 11 – PROCESS TO APPOINT AN ALTERNATE MEMBER 11.1 Upper-Tier Alternate Member (1) Council may appoint one of its members as an alternate member of Oxford County Council, to act in place of a person who is a member of Tillsonburg Town Council and Oxford County Council, when the person is unable to attend a meeting of Oxford County Council for any reason. (2) If the seat of the member who has been appointed as an alternate member becomes vacant, the Council may appoint another of its members as an alternate member for the remainder of the Council term. The election will follow the same election process as outlined herein. (3) The Upper-Tier Alternate Member shall be elected by open vote during the election meeting. Each member shall have one vote. The Town Clerk will preside over the election. (4) Before accepting any nominations, the Clerk shall select a person other than a member of Council, in attendance at the election meeting, and announce such person’s name who, when required shall draw a name from a ballot box in accordance with the Tied vote section below. (5) Each nomination shall be in writing, signed by both the nominator and a seconder, both of whom must be members of Council, and submitted to the Clerk immediately after the announcement by the Clerk of the name 305 Procedural By-law No. 4173 Page 40 who, when required shall draw a name from a ballot box in accordance with the Tied vote section below. (6) Where more than one member of Council has been nominated, an open vote shall take place in accordance with Sections 11(9) to 11(12), inclusive. (7) Each nominee must indicate his or her willingness to stand for election but may withdraw his or her name for election after any vote. (8) When a nominee receives a majority of votes cast, that nominee shall be declared to be the Alternate Member of the Upper-Tier and there shall be no further ballots. (9) In conducting the vote, the Clerk shall call the names of the members of Council, in alphabetical order according to their surnames, and each such member shall, after their name is called, verbally indicate the nominee of their choice unless they choose to abstain in which case they shall indicate this. The Clerk shall keep count of the votes received for each nominee. The Clerk shall announce the results after each vote. (10) If there are more than two nominees who agree to stand and, if after votes are cast, no nominee receives the majority of votes cast, the nominee receiving the least number of votes shall be eliminated. Council shall proceed to vote again until a nominee receives the majority of votes cast, at which time such nominee shall be declared the Alternate Member of the Upper-Tier. (11) If the nominees with the least number of votes receive an equal number of votes, the Clerk shall place the names of these nominees, on equal size pieces of paper, in a ballot box and one name shall be drawn by the person selected in accordance with Section 11(4). The name drawn shall be eliminated. Council shall proceed to vote again choosing from the remaining nominees until a nominee receives the majority of votes cast. (12) If there are only two nominees left and they each receive the same number of votes, the Clerk shall place the names of the two nominees, on equal size pieces of paper, in a ballot box and one name shall be drawn by the person selected in accordance with Section 11(4). The nominee whose name is drawn shall be declared the Alternate Member of the Upper-Tier. 306 Procedural By-law No. 4173 Page 41 PART 12 – PROCESS TO APPOINT A DEPUTY MAYOR 13.1 Deputy Mayor Position (1) Council may appoint one of its members as a Deputy Mayor of Council, to act in place of the Mayor, when the Mayor is unable to attend a meeting or event for any reason. (2) The Deputy Mayor shall be elected by open vote during the election meeting. Each member shall have one vote. The Town Clerk will preside over the election. (3) The Deputy Mayor position shall be for the term of Council unless Council determines otherwise. (4) Where more than one member of Council has been nominated, an open vote shall take place in accordance with Sections 11(9) to 11(12), above. (5) Where only one member of Council has been nominated a resolution shall be passed and a by-law brought forward for Council’s consideration. PART 13 - GENERAL PROVISIONS 13.1 Conflict with other Acts Where there is conflict between any parts of this By-law and any Act or regulation, the Act or regulation shall take precedence. 13.2 Severability If a court or tribunal of competent jurisdiction declares any portion of this By-law to be illegal or unenforceable, that portion of this By-law will be considered severed from the remainder of this By-law, which shall continue to be in full force and effect. 13.3 Amendment No amendment or repeal of this By-law or any part thereof shall be considered at any meeting of Council unless notice of the proposed amendment or repeal has been given at a previous meeting of Council. The waiving of this notice by Council is prohibited. 307 Procedural By-law No. 4173 Page 42 13.4 Repeal By-law 3511(Procedural By-Law) passed on September 12, 2011 by The Corporation of the Town of Tillsonburg is hereby repealed. 13.5 Force and Effect This by-law shall come into force and take effect on the date it is enacted. READ A FIRST AND SECOND TIME THIS 1st day of March, 2018. READ A THIRD TIME AND FINALLY PASSED THIS ____ day of _____________, 2018. ___________________________ Mayor – Stephen Molnar ____________________________ Town Clerk – Donna Wilson Formatted: Font: 12 pt 308 DECLARATION OF PECUNIARY INTEREST FORM Councillor’s Name: ________________________________________ (Please print) Council Meeting Date: __________________________ Open Closed I declare a Pecuniary Interest in regards to Agenda item No.: ___________________ of the Agenda for the above noted meeting for the following reason (state general nature): __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ __________________________________________________________________________ Council Member Signature: ______________________________________ Date: ________________________________ In the case of items to be discussed in Closed Session, the member shall leave the meeting and shall not participate in or influence the vote of other members when the said item is to be resolved by Council, in accordance with the Town’s Procedural By-Law. CLERK’S USE ONLY: Date Received: _______________, 20_____ Time Received: _____________ 309 THE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 4169 A BY-LAW to amend By-Law 3507, being a by-law to provide for the licensing, regulation and control of animals within the Town of Tillsonburg. WHEREAS sections 9 to 11of the Municipal Act, 2001, S.O. 2001, c. 25, as amended hereinafter referred to as "Municipal Act" confer the power to pass by-laws regulating or prohibiting animals to a lower-tier municipality; AND WHEREAS section 105 of the Municipal Act requires Council or a Committee of Council of the municipality to hold a hearing on whether to exempt an owner in whole or in part from muzzling requirements of a dog, when so requested by the dog owner; WHEREAS the Municipal Council of the Corporation of the Town of Tillsonburg deems it necessary to amend By-Law Number 3507. NOW THEREFORE BE IT RESOLVED THAT the Council of The Corporation of the Town of Tillsonburg enacts as follows: PART I: DEFINITIONS “Animal Control Committee” means a committee that is responsible for considering appeals in accordance with the procedures established under the provisions of the Statutory Powers Procedure Act. The Committee considers appeals to Muzzle Orders (muzzle/leash an animal) issued by Animal Control Officers. The Committee is authorized by the Statutory Powers Procedure Act to do the following: • Hear appeals filed by appellants; • Execute all of the powers of an Animal Control Officer; and, • Confirm, modify, or rescind Muzzle Orders, or extend the time for complying with a Muzzle Order. AND THAT section (38) shall be amended as follows: PART XI: MUZZLE ORDER- DOGS (38) Where a dog has been ordered to be muzzled by an Animal Control Officer, pursuant to the provisions of this by-law, the aggrieved owner of the dog may apply for a hearing in respect of such Muzzle Order. (i) An application for a hearing shall be made in writing and delivered to the Town Clerk or designate within sixty (60) days of the Muzzle Order being issued. (ii) Upon receipt of the application and required fee of $110.00 (or as amended by the Town Rates and Fees By-Law), the Town Clerk or designate shall convene a hearing of the “Animal Control Committee” and shall give seven (7) days notice to the appellant by either personal service or by registered mail of the date, time and location of the hearing. (iii) The “Animal Control Committee” shall be comprised of the Chief Building Official or designate, the Town Clerk or designate, two (2) current members of Council, and one (1) member of the public. (iv) When the owner of the dog does not attend at the proper time and place, the “Animal Control Committee” may proceed with the hearing and the appellant shall not be entitled to any further notice of the proceeding. (v) Notwithstanding that an Applicant has applied for a hearing to appeal the Muzzle Order, the Muzzle Order takes effect when it is served on the person to whom it 310 is directed and remains in effect until the “Animal Control Committee” has made its decision on the appeal. (vi) A written copy of the decision from the “Animal Control Committee” shall be made and prepared as soon as it is practicable after the conclusion of the hearing and shall be sent to the appellant by either ordinary mail or registered mail. (vii) The “Animal Control Committee” may, at its discretion, reserve its decision to be presented later, which shall not be later than 10 days from the hearing date. (viii) The decision of the committee is final and binding. (ix) A Muzzle Order expires when the dog dies or the Animal Control Officer is satisfied that it no longer resides in the Town of Tillsonburg. THAT these amendments to By-Law 3507 are hereby declared to be part of that By-Law as if written therein. READ A FIRST AND SECOND TIME THIS 1st DAY OF MARCH, 2018. READ A THIRD AND FINAL TIME AND PASSED THIS 1st DAY OF MARCH, 2018. _______________________________ Deputy Mayor – Dave Beres ________________________________ Town Clerk – Donna Wilson 311 THE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 4174 A BY-LAW to authorize a Lease Extension and Amending Agreement with SBLP Tillsonburg Town Centre Inc. WHEREAS The Town of Tillsonburg is desirous of entering into a Lease Extension and Amending Agreement with SBLP for the lease premises in the Shopping Centre. THEREFORE the Council of the Town of Tillsonburg enacts as follows: 1. THAT the agreement attached hereto forms part of this by-law; 2. THAT the Mayor and Clerk be hereby authorized to execute the Lease Extension and Amending Agreement with SBLP Tillsonburg Town Centre Inc. READ A FIRST AND SECOND TIME THIS 1st DAY OF MARCH 2018. READ A THIRD AND FINAL TIME AND PASSED THIS 1st DAY OF MARCH, 2018. _____________________________ Mayor – Stephen Molnar _____________________________ Town Clerk – Donna Wilson 312 1 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement LEASE EXTENDING AND AMENDING AGREEMENT THIS AGREEMENT made the 4th day of January, 2018 B E T W E E N : SBLP TILLSONBURG TOWN CENTRE INC. hereinafter called the “Landlord” OF THE FIRST PART; - and - THE CORPORATION OF THE TOWN OF TILLSONBURG hereinafter called the “Tenant” OF THE SECOND PART; WHEREAS A. By a lease dated the 27th day of April, 1981 (the “Original Lease”), Sifton Properties Limited as landlord, (the “Original Landlord”) leased to the Tenant for and during a term expiring on the 31st day of December, 1982 (the “Original Term”) certain premises, described as Unit A2204 having an approximate area of 6,790 square feet (the “Initial Premises”), located in a shopping centre municipally known as Tillsonburg Town Centre in the Town of Tillsonburg in the Province of Ontario (the “Shopping Centre”). B. By an amending, acknowledgement and confirmation agreement dated the 9th day of November, 1994 (the “First Amending Agreement”), the parties therein agreed to amend the Original Lease, as more particularly set out therein. C. The Original Landlord transferred its interest in the Original Lease and the Shopping Centre to First Capital (Tillsonburg) Corporation (the “FCR”). D. By a letter agreement dated the 21st day of June, 2010 (the “Second Amending Agreement”) made between FCR as landlord and the Tenant, the Original Term was extended for a further period of five (5) years expiring on the 1st day of October, 2015 (the “First Extended Term”) and the Original Lease was amended in the manner as more particularly set out therein. E. FCR transferred its interest in the Original Lease and the Shopping Centre to RMM Tillsonburg Centre Property Inc. (“RMM”). F. By a lease expansion and amending agreement dated the 3rd day of December, 2013 (the “Third Amending Agreement”), RMM as landlord leased to the Tenant certain additional premises known as Unit A2208 having an approximate area of 2,023 square feet (the “Storage Premises”) in the Shopping Centre for a term of five (5) years 313 2 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement expiring on the 31st day of December, 2018; and the Original Term was extended to expire on the 31st day of December, 2018 (the “Second Extended Term”), and the Original Lease was amended in the manner as more particularly set out therein. G. RMM transferred its interest in the Original Lease and the Shopping Centre to the Landlord; and the Landlord is the registered owner of the Shopping Centre. H. The Original Lease as amended by the First Amending Agreement, the Second Amending Agreement and the Third Amending Agreement shall hereinafter be referred to as the “Lease”. I. The Initial Premises and the Storage Premises shall hereinafter be referred to as the “Original Premises”. J. The Original Term as extended by the First Extended Term and the Second Extended Term shall hereinafter be referred to as the “Term”. K. The parties have agreed to amend the Lease upon the terms and conditions contained in this agreement (the “Agreement”) effective as of the date of this Agreement (the “Effective Date”). L. The Tenant and the Landlord have agreed to further extend the Term of the Lease. 1. CONSIDERATION The consideration for this Agreement is the mutual covenants and agreements between the parties to this Agreement and the sum of Two Dollars ($2.00) that has been paid by each of the parties to each of the others, the receipt and sufficiency of which is hereby acknowledged. 2. RECITALS The parties hereto hereby acknowledge, confirm and agree that the foregoing recitals are true in substance and in fact. 3. EXPANSION OF PREMISES 1. Commencing on the Possession Date (defined below) for the remainder of the Term and any extensions and renewals thereof (if exercised), the Original Premises shall be expanded to include the premises shown on Schedule “A” attached hereto and identified as Unit A2203 comprising approximately 2,930 square feet (the “Expansion Premises”). 2. Subject to the Landlord’s Work as set forth in Schedule “B” of this Agreement, the Tenant accepts the Expansion Premises in its "then as is" condition as of April 1, 2018 (the “Possession Date”) and acknowledges that the Landlord has no obligations with respect to the Expansion Premises for any alterations, improvements or additions, any of which, if required, shall be completed by the Tenant at its expense in accordance with the provisions of the Lease, this Agreement and any construction methods and procedures manual for the Shopping Centre (the “Tenant’s Work”). The Landlord does not warrant any equipment taken in this “as is” condition within the Expansion Premises. 314 3 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement 3. However, the Tenant will not be permitted access to the Expansion Premises until it has delivered to the Landlord: (a) a certificate of general liability insurance from its contractor in accordance with the Landlord’s general requirements and a certificate from the Tenant’s insurers indicating that all insurance required under the Lease is in full force and effect, (b) this Agreement as fully executed by the Landlord and Tenant; (c) the Tenant’s professionally prepared plans and drawings of the Tenant’s Work which is subject to the Landlord’s prior written approval (not to be unreasonably withheld); and (d) confirmation that the Tenant has obtained all necessary permits to undertake the Tenant’s Work. 4. The Tenant shall pay without deduction, set off or abatement to the Landlord, yearly and every year during the remainder of the Term: (a) an annual Minimum Rent in the amount of $14.00 per square foot plus applicable taxes (the “Expansion Minimum Rent”). The Expansion Minimum Rent is payable in the same manner as (but in addition to) the Minimum Rent payable for the Original Premises; and (b) all additional rent (pursuant to the Lease) applicable to both the Expansion Premises and the Original Premises. 5. The Tenant shall not be required to pay the Expanded Minimum Rent during the seven (7) months immediately following the Possession Date (the “Expansion Minimum Rent-Free Period”). The Tenant shall be responsible for all other obligations and covenants of the Lease during the Expansion Minimum Rent-Free Period, including, without limitation, payment of minimum rent for the Original Premises and all additional rent and all applicable taxes. If, however, the Tenant is in default under the Lease and/or this Agreement beyond any applicable notice period, the Expansion Minimum Rent-Free Period full amount shall be immediately due and paid by the Tenant to the Landlord. Further, the Tenant acknowledges and agrees that the provisions of this section are strictly confidential and shall not be revealed by the Tenant to any person, firm or corporation, other than the Tenant’s lawyers and chartered accountants, a breach of which shall constitute an express default under the Lease. 6. Effective as of the Possession Date, all references in the Lease to “Leased Premises” shall be deemed to be amended to include both the Original Premises and the Expansion Premises. 4. LEASE EXTENSION The parties agree that: (a) The Term of the Lease is hereby extended for a further period of five (5) years (the “Third Extended Term”) to be calculated from the 1st day of January, 2019 to be completed and ended on the 31st day of December, 2023 upon the same terms and conditions as are contained in the Lease, save as amended hereby. 315 4 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement (b) The Minimum Rent payable with respect to the Third Extended Term shall be as follows: Years $/sq. Ft. Monthly instalments Annual Minimum Rent 1 - 2 $15.00 $14,678.75 $176,145.00 3 - 5 $15.50 $15,168.04 $182,016.50 (c) The Tenant acknowledges that the Leased Premises contain an approximate area of 11,743 square feet of area. (d) The Tenant hereby accepts the Leased Premises on an “as is” basis. (e) The Landlord has no responsibility or liability for making any renovations, alterations or improvements in or to the Leased Premises. (f) All further renovations, alterations or improvements in or to the Leased Premises are the sole responsibility of the Tenant and shall be undertaken and completed at the Tenant’s expense and strictly in accordance with the provisions of the Lease. (g) Any fixturing period, rent free period, any construction allowance, inducement or improvement to the Leased Premises by the Landlord, or any other amount in connection with the Lease shall not apply during the Third Extended Term. (h) The Tenant acknowledges that there shall be no further or other rights of extension or renewal beyond the expiration of the Third Extended Term. 5. FURTHER LEASE AMENDMENTS (a) As at the Effective Date, the following amendments shall be made to the Lease: (i) The following provisions shall be inserted as a new Subsection 3.02.1: “3.02.1 Notwithstanding anything to the contrary, the Tenant’s Proportionate Share of Operating Costs for the year ending December 31, 2017 shall be equal to two dollars and seventy-five ($2.75) per square foot of the area of the Leased Premises. Such amount shall be cumulatively increased for all subsequent years during the Term by the greater of: (i) the C.P.I. (as hereinafter defined) increase for the immediately preceding year; and (ii) three percent (3%) over the previous year. “C.P.I.” means the Consumer Price Index (All Items) for the City of Toronto (or any index published in substitution for the Consumer Prince Index or any other replacement index reasonably designated by the Landlord, if it is no longer published) published by Statistics Canada (or by any successor thereof or any other governmental agency, including a provincial agency).” (ii) The following provisions shall be inserted as a new Section 9.05: “9.05 Provided that: 316 5 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement (i) the Tenant is THE CORPORATION OF THE TOWN OF TILLSONBURG; and (ii) the Tenant is not in default under this Lease, then the Tenant shall have right to terminate the Lease, such right to be exercised after June 1, 2021. In order to exercise this one-time termination right, the Tenant shall give to the Landlord one hundred and twenty (120) days’ written notice (the “Termination Notice”). If the Tenant does not provide the Termination Notice strictly in accordance with the aforementioned terms, then this Section shall be forever null and void. Provided that the Termination Notice is given to the Landlord and the Tenant pays the unamortized portion of the costs for the Landlord’s Work pursuant to Schedule “B” of the lease extending and amending agreement dated the 4th day of January, 2018 between the parties at the time of the termination on a straight line basis (the “Repayment Amount”), this Lease shall terminate one hundred and twenty (120) days from the date of the Termination Notice and the Tenant shall deliver vacant possession of the Leased Premises to the Landlord on or before the termination date in accordance with all applicable provisions in the Lease and without payment or compensation of any kind from the Landlord. The Tenant shall be responsible for payment of all rent and charges to and including the termination date including without limitation all rent and other charges in respect of any period prior to the termination date which are subsequently billed or adjusted after the termination date. Notwithstanding anything to the contrary, in the event that the Tenant and the Landlord enter into a long-term binding lease agreement in respect of the Leased Premises prior to the Termination Date, then the Tenant shall not be obligated to pay the Repayment Amount.” (iii) The Landlord’s address for notices pursuant to Section 6.06 shall be as follows: “c/o Strathallen Property Management Inc. 2 Bloor Street West Suite 1001 Toronto, Ontario M4W 3E2” 6. MISCELLANEOUS (a) The Tenant acknowledges, covenants and agrees: (i) that the Landlord is, or may in the future assign the Lease to, an entity who will be a nominee for a Real Estate Investment Trust or may be a Real Estate Investment Trust or may, itself, become a nominee for a Real Estate Investment Trust (the “Trust”); and (ii) in such event, the obligations being created by the Lease and any liabilities arising in any manner whatsoever out of or in connection with the Lease, after such date, will not be personally binding upon, and that resort shall not be had to, nor shall recourse or satisfaction be sought from, the private property of any of: 317 6 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement 1. the unit holders of the Trust; 2. annuitants under a plan of which a unit holder of the Trust acts as trustee or carrier; and 3. the officers, trustees, employees or agents of the Trust. (b) The parties confirm that in all other respects, the terms, covenants and conditions of the Lease remain unchanged and in full force and effect, except as modified by this Agreement. (c) This Agreement binds and benefits the parties and their respective heirs, executors, administrators, successors and assigns. (d) The capitalized terms where used herein, if not defined, shall have the meaning ascribed to them in the Lease. (e) Except for the amendments as agreed to under and by virtue of this Agreement, both parties agree that the terms and conditions of the Lease shall apply and continue in effect for the Term and the Lease shall be incorporated by reference into Agreement and the Lease will be read as amended hereby. The Lease as amended by this Agreement shall form the whole agreement between the parties hereto and there are no covenants, promises, agreements, conditions or representations, either oral or written, between them other than as are herein and in the Lease set forth. (f) As of the date of this Agreement, to the best of the Landlord’s knowledge and belief, the Tenant is not in default under the terms of the Lease. (g) The Tenant acknowledges that there are no uncured defaults by the Landlord and that the Landlord has performed all of its obligations as set out in the Lease. (h) The Tenant shall not disclose to any person the financial or any other terms of this Agreement, except to its professional advisors, consultants and auditors, if any, and except as required by law. (i) This Agreement shall be construed in accordance with the laws of the Province of Ontario. (j) This Agreement may be executed in any number of counterparts. A party may send a copy of its executed counterpart to each other party by facsimile or electronic transmission instead of delivering a signed original of that counterpart. Each executed counterpart (including each copy sent by facsimile or electronic transmission) shall be deemed to be an original. All executed counterparts taken together shall constitute one Agreement. (k) This Agreement shall be deemed not to have been executed and delivered by the Landlord until it has been duly executed by all the other parties hereto and the Landlord has received at least one executed copy hereof. 318 7 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement (l) Time shall in all respects remain of the essence of this Agreement and the Lease. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date set forth above. SIGNED, SEALED AND DELIVERED ) SBLP TILLSONBURG TOWN CENTRE ) INC. in the presence of: ) (Landlord) ) ) ) Per: ) Name: ) Title: ) ) Per: ) Name: ) ) We/I have the authority to bind the Corporation ) ) ) THE CORPORATION OF THE TOWN OF TILLSONBURG ) (Tenant) ) ) ) Per: ) Name: ) Title: ) ) ) Per: ) Name: ) Title: ) We/I have the authority to bind the Corporation 319 8 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement SCHEDULE “A” EXPANSION PREMISES 320 9 of 9 Town of Tillsonburg Tillsonburg Town Centre – Lease Extending and Amending Agreement SCHEDULE “B” LANDLORD’S WORK The Landlord shall perform the following work in respect of the Expansion Premises, at its expense using its choice of materials and contractors: 1. Supply new carpet from the Landlord’s samples. 2. Repaint the Expansion Premises white with two coats of paint. 3. Provide H.V.A.C. distributed to the Tenant’s space plan per Schedule “A” 4. Install new windows so they are sealed properly as necessary. 5. Provide plumbing in washrooms in good working order. 6. Provide Expansion Premises in broom swept condition. 7. Provide laminate flooring the record room. 8. Replace ceiling tiles as necessary. 9. Close off the door to the storage room. 10. Ensure that sinks are in good working order. 11. Ensure that the water fountain is in good working order. 321 THE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 4175 A BY-LAW to enter into an agreement with Her Majesty The Queen In Right Of Ontario as represented by the Minister of Agriculture, Food and Rural Affairs. WHEREAS the Government of Ontario has created the Rural Economic Development (RED) program to assist the Recipient in carrying out the projects that stimulate economic growth in Ontario’s rural and Indigenous communities. WHEREAS The Town of Tillsonburg is desirous of entering into a Rural Economic Development Program Agreement with Her Majesty The Queen In Right Of Ontario. THEREFORE the Council of the Town of Tillsonburg enacts as follows: 1. THAT the agreement attached hereto forms part of this by-law; 2. THAT the Mayor and Clerk be hereby authorized to execute the attached Rural Economic Development Agreement on behalf of the Corporation of the Town of Tillsonburg. READ A FIRST AND SECOND TIME THIS 1st DAY OF MARCH 2018. READ A THIRD AND FINAL TIME AND PASSED THIS 1st DAY OF MARCH, 2018. _____________________________ Mayor – Stephen Molnar _____________________________ Town Clerk – Donna Wilson 322 HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by the Minister of Agriculture, Food and Rural Affairs (the "Province") - and - THE CORPORATION OF THE TOWN OF TILLSONBURG CRA # 126587195 (the "Recipient") I.BACKGROUND The Recipient has applied to the Ontario Ministry of Agriculture, Food and Rural Affairs (OMAFRA) for funding under the Rural Economic Development (RED) program to assist the Recipient in carrying out the project. The Recipient intends to carry out the Project under the Program. The Province wishes to provide Funds to the Recipient for the Project. II.CONSIDERATION In consideration of the mutual covenants and agreements contained in this agreement (the ³Agreement´ and for other good and valuable consideration, the receipt and sufficiency of which is expressly acknowledged, the Province and the Recipient (the ³Parties´agree as follows: III.ENTIRE AGREEMENT This Agreement, including: Schedule ³A´±General Terms And Conditions, Schedule ³B´±Operational Requirements And Additional Terms And Conditions, Schedule ³C´±Project Description, Schedule ³D´±Project Financial Information, Schedule ³E´±Reporting, and any amending agreement entered into as provided below, constitute the entire agreement between the Parties with respect to the subject matter contained in this Agreement and supersede all prior oral or written representations and agreements. IV.COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. V.AMENDING AGREEMENT This Agreement may only be amended by a written agreement duly executed by the Parties. RURAL ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN: 1 of 34 RED4-08202 323 VI.ACKNOWLEDGEMENT The Recipient: (a)acknowledges that it has read and understands the provisions contained in the entire Agreement; and (b)agrees to be bound by the terms and conditions in the entire Agreement. IN WITNESS WHEREOF the Parties have executed this Agreement on the dates set out below. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO, as represented by the Minister of Agriculture, Food and Rural Affairs Name:Randy Jackiw Date Title:Assistant Deputy Minister I have the authority to bind the Crown pursuant to delegated authority. THE CORPORATION OF THE TOWN OF TILLSONBURG Name:Stephen Molnar Date: Title:Mayor Name:Date: Title: Donna Wilson Town Clerk I/We have authority to bind the Recipient. 2 of 34 RED4-08202 324 SCHEDULE ³A´ GENERAL TERMS AND CONDITIONS ARTICLE 1 INTERPRETATION AND DEFINITIONS 1.1 Interpretation. For the purposes of interpreting the Agreement: (a)Words in the singular include the plural and vice versa; (b)Words in one gender include all genders; (c)The headings do not form part of this Agreement; they are for reference purposes only and will not affect the interpretation of the Agreement; (d)Any reference to dollars or currency will be in Canadian dollars and currency; (e)Any reference to a statute means a statute of the Province of Ontario, unless otherwise indicated; (f)Any reference to a statute is to that statute and to the regulations made pursuant to that statute as they may be amended from time to time and to any statute or regulations that may be passed that have the effect of supplanting or superseding that statute or regulation unless a provision of the Agreement provides otherwise; (g)All accounting terms will be interpreted in accordance with the Generally Accepted Accounting Principles and all calculations will be made and all financial data to be submitted will be prepared in accordance with the Generally Accepted Accounting Principles; and (h)The words ³include´³includes´and ³including´denote that the subsequent list is not exhaustive. 1.2 Definitions. In the Agreement, the following terms will have the following meaning: ³Additional Terms And Conditions´means the terms and conditions referred to in section 8.1 of Schedule ³A´of this Agreement and specified in section B.2 of Schedule ³B´of this Agreement. ³Arm¶s Length´has the same meaning as set out in the Income Tax Act (Canada) as it read on the Effective Date of this Agreement, and as treated or defined under Generally Accepted Accounting Principles. ³Auditor General´means the Auditor General of Ontario and/or the Auditor General of Canada, depending on the context. ³BPSAA´means the Broader Public Sector Accountability Act, 2010. ³Budget´means the budget attached as section D.3 of Schedule ³D´of this Agreement. ³Business Day´means any working day, Monday to Friday inclusive, excluding statutory and other holidays, namely: New Year¶s Day; Family Day; Good Friday; Easter Monday; Victoria Day; Canada Day; Civic Holiday; Labour Day; Thanksgiving Day; Remembrance Day; Christmas Day; Boxing Day and any other day on which the Province is closed for business. ³Claim Submission Deadline´means the date or dates set out under section D.4 of Schedule ³D´ of this Agreement. ³Contract´means an agreement between the Recipient and a third-party whereby the third-party agrees to provide a good or service for the Project in return for financial consideration that may be claimed by the Recipient as an Eligible Cost. 3 of 34 RED4-08202 325 ³Cost-Share Funding Percentage´means the percentage the Province will pay toward the Recipient¶s Eligible Costs, as set out under section D.1.1 of Schedule ³D´of this Agreement. ³Incurred´in relation to costs, means a cost that a Recipient has become liable for, regardless whether actual payment has occurred (i.e., the Recipient has received the goods or services). ³Effective Date´means the date on which this Agreement is effective, as set out under section B.1.1 of Schedule ³B´of this Agreement. ³Eligible Costs´means those costs set out under section D.6 of Schedule ³D´of this Agreement. ³Event of Default´has the meaning ascribed to it in section 14.1 of Schedule ³A´of this Agreement. ³Expiration Date´means the date on which this Agreement will expire, as set out under section B.1.2 of Schedule ³B´of this Agreement, unless amended or terminated prior to this date in accordance with the terms and conditions of this Agreement. ³FAA´means the Financial Administration Act. ³Failure´means a failure to comply with any term, condition, obligation under any other agreement that the Recipient has with Her Majesty the Queen in Right of Ontario or one of Her agencies. ³FIPPA´means the Freedom of Information and Protection of Privacy Act. ³Funding Year´means: (a)In the case of the first Funding Year, the period commencing on the Effective Date and ending on the following March 31, the Expiration Date, or the termination of this Agreement, whichever comes first; and; (b)In the case of Funding Years subsequent to the first Funding Year, the period commencing on April 1 following the end of the previous Funding Year and ending on the following March 31, the Expiration Date, or the termination of this Agreement, whichever comes first. ³Funds´means the money the Province provides to the Recipient pursuant to this Agreement. ³Guidelines´means any written documents setting out the criteria governing the operation of the Program. ³Holdback´means the amount set out under section D.1.3 of Schedule ³D´of this Agreement. ³Indemnified Parties´means Her Majesty the Queen in Right of Ontario, Her Ministers, agents, appointees and employees. ³Ineligible Costs´means those costs set out under section D.7 of Schedule ³D´of this Agreement. ³Maximum Funds´means the maximum amount of Funds the Province will provide to the Recipient under this Agreement, as set out under section D.1.2 of Schedule ³D´of this Agreement. ³MFIPPA´means the Municipal Freedom of Information and Protection of Privacy Act. ³Notice´means any communication given or required to be given pursuant to this Agreement. ³Notice Period´means the period of time within which the Recipient is required to remedy an Event of Default, and includes any such period or periods of time by which the Province considers it reasonable to extend that time. ³Party´means either the Province or the Recipient, unless the context implies otherwise. ³Program´means the program created by the Province entitled Rural Economic Development Program under Order-in-Council 201/2011, as amended. ³Project´means the undertaking described in Schedule ³C´of this Agreement. ³Project Approval Date´means the date set out in section B.1.3 of Schedule ³B´of this Agreement. 4 of 34 RED4-08202 326 ³Project Completion Date´means the date that the Recipient must complete its Project under this Agreement, as set out in section B.1.4 of Schedule ³B´of this Agreement. ³PSSDA´means the Public Sector Salary Disclosure Act, 1996. ³Reports´means the reports set out under Schedule ³E´of this Agreement. ³Requirements of Law´means all applicable statutes, regulations, by-laws, ordinances, codes, official plans, rules, approvals, permits, licenses, authorizations, orders, decrees, injunctions, directions and agreements with all authorities that now or at any time hereafter may relate to the Recipient, the Project, the Funds and this Agreement. Without limiting the generality of the foregoing, if the Recipient is subject to the BPSAA, the PSSDA or any other type of broader public sector accountability legislative provisions, those broader public sector accountability legislative provisions are deemed to be a Requirement of Law. ³Term´means the period of time beginning on the Effective Date of this Agreement and ending on the Expiration Date or the termination of this Agreement, whichever is shorter. 1.3 Conflict. Subject to section 8.1 of Schedule ³A´of this Agreement, in the event of a conflict between this Schedule ³A´of the Agreement and any other Schedule of this Agreement, the terms and conditions set out under this Schedule ³A´of the Agreement will prevail. ARTICLE 2 REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1 General. The Recipient represents, warrants and covenants that: (a)It is, and will continue to be for the Term of this Agreement, an eligible applicant as described in the Guidelines with full power to fulfill its obligations under this Agreement; (b)It has, and will continue to have for the Term of this Agreement, the experience and expertise necessary to carry out the Project; (c)It has the financial resources necessary to carry out the Project and is not indebted to any person(s) to the extent that that indebtedness would undermine the Recipient¶s ability to complete the Project by the Project Completion Date; (d)It is in compliance with all Requirements of Law and will remain in compliance with all Requirements of Law for the Term related to any aspect of the Project, the Funds or both for the term of this Agreement; and (e)Unless otherwise provided for in this Agreement, any information the Recipient provided to the Province in support of its request for Funds, including any information relating to any eligibility requirements, was true and complete at the time the Recipient provided it. 2.2 Execution of Agreement. The Recipient represents and warrants that it has: (a)The full power and authority to enter into this Agreement; and (b)Taken all necessary actions to authorize the execution of this Agreement. 2.3 Governance. The Recipient represents, warrants and covenants that it has, and will maintain, in writing, for the term of this Agreement: (a)A code of conduct and ethical responsibilities for all persons at all levels of the Recipient¶s organization; (b)Procedures to ensure the ongoing effective functioning of the Recipient; (c)Decision-making mechanisms for the Recipient; 5 of 34 RED4-08202 327 (d)Procedures to enable the Recipient to manage the Funds prudently and effectively; (e)Procedures to enable the Recipient to successfully complete the Project; (f)Procedures to enable the Recipient to, in a timely manner, identify risks to the completion of the Project and develop strategies to address those risks; (g)Procedures to enable the preparation and delivery of all Reports required under this Agreement; and (h)Procedures to enable the Recipient to deal with such other matters as the Recipient considers necessary to ensure that the Recipient carries out its obligations under this Agreement. 2.4 Supporting Documentation. Upon request, and within the time period indicated in the Notice, the Recipient will provide the Province with proof of the matters referred to in this Article 2 of Schedule ³A´of this Agreement. 2.5 Additional Covenants. The Recipient undertakes to advise the Province within five (5) Business Days of: (a)Any changes that affect its representations, warranties and covenants under sections 2.1, 2.2 or 2.3 of Schedule ³A´of this Agreement during the Term of the Agreement; and (b)Any actions, suits or other proceedings which could or would reasonably prevent the Recipient from complying with the terms and conditions of this Agreement. ARTICLE 3 FUNDS AND CARRYING OUT THE PROJECT 3.1 Funds Provided. The Province will: (a)Provide Funds to the Recipient up to the Maximum Funds, based on the Cost-Share Funding Percentage, for the sole purpose of carrying out the Project; (b)Provide the Funds to the Recipient in accordance with section D.5 of Schedule ³D´of this Agreement provided that the Recipient makes claims for payment of Funds in accordance with section D.5 of Schedule ³D´of this Agreement; (c)Provide funding as long as the total combined amount of provincial and federal assistance for the Eligible Costs actually incurred and paid by the Recipient do not exceed ninety per cent (90%) of those costs; and (d)Deposit the Funds into an account designated by the Recipient, provided that account: (i)Resides at a Canadian financial institution, and (ii)Is in the name of the Recipient. 3.2 Limitation On Payment Of Funds. Despite section 3.1 of Schedule ³A´of this Agreement: (a)The Province is not obligated to provide any Funds to the Recipient until the Recipient provides the insurance certificate or other proof as the Province may request pursuant to section 11.2 of Schedule ³A´of this Agreement; (b)The Province is not obligated to provide any Funds until it is satisfied with the progress of the Project; (c)The Province may adjust the amount of Funds it provides to the Recipient without liability, penalty or costs in any Funding Year based upon the Province¶s assessment of the information provided by the Recipient pursuant to Article 6 of Schedule ³A´of this Agreement; 6 of 34 RED4-08202 328 (d)If, pursuant to the FAA, the Province does not receive the necessary appropriation from the Ontario Legislature for payment under this Agreement, the Province is not obligated to make any such payment, and, as a consequence, the Province may: (i)Reduce the amount of Funds and, in consultation with the Recipient, change the Project without liability, penalty or costs; or (ii)Recover Funds already paid to the Recipient; or (iii)Terminate the Agreement pursuant to section 13.1 of Schedule ³A´of this Agreement; (e)The Province shall impose a Holdback on any payment of Funds and will not be obligated to pay that Holdback to the Recipient until after the Province approves the Recipient¶s Final Report pursuant to Article 6 of Schedule ³A´of this Agreement; and (f)The Province is not obligated to pay interest on the Holdback as described in (e) or any other payments under this Agreement. 3.3 Use Of Funds And Project. The Recipient will: (a)Carry out the Project in accordance with the terms and conditions of this Agreement; (b)Complete the Project by the Project Completion Date; (c)Not use the Funds for Ineligible Costs; (d)Use the Funds only: (i)for Eligible Costs that are necessary for the purposes of carrying out the Project; and (ii)for those activities set out in section D.3.1 of Schedule ³D´of this Agreement; and (e)Use the Funds only in accordance with the Budget. 3.4 Province¶s Role Limited To Providing Funds. For greater clarity, the Province¶s role under this Agreement is strictly limited to providing Funds to the Recipient for the purposes of the Project and the Province is not responsible for carrying out the Project. Without limiting the generality of the foregoing, the fact that the Province may conduct reviews and/or audits of the Project as provided for in this Agreement or issues directions, approves changes to the Project or imposes conditions upon an approval in accordance with the terms and conditions of this Agreement will not be construed by the Recipient as the Province having a management, decision-making or advisory role in relation to the Project. The Recipient further agrees that the Recipient will not seek to include the Province as a decision-maker, advisor or manager of the Project through recourse to a third party, court, tribunal or arbitrator. 3.5 No Changes. The Recipient will not make any changes to the Project, including to the Budget or timelines, without the prior written consent of the Province. 3.6 Interest Bearing Account. If the Province provides Funds to the Recipient before the Recipient¶s immediate need for the Funds, the Recipient will place the Funds in an interest bearing account in the name of the Recipient at a Canadian financial institution. The Recipient will hold the Funds in trust for the Province until the Recipient needs the Funds for the Project. 3.7 Recipient Earning Interest. If the Recipient earns any interest on the Funds, the Province may: (a)Deduct an amount equal to the interest from any further installment of the Funds; or (b)Demand from the Recipient the repayment of an amount equal to the interest. 7 of 34 RED4-08202 329 3.8 No Provincial Payment Of Interest. The Province is not required to pay interest on any Funds under this Agreement. For greater clarity, this includes interest on any Funds that the Province has withheld paying to the Recipient. 3.9 Maximum Funds. The Recipient acknowledges and agrees that the Funds available to it pursuant to this Agreement will not exceed the Maximum Funds. 3.10 Rebates, Credits And Refunds. The Recipient acknowledges and agrees that the amount of Funds available to it pursuant to this Agreement is based on the actual costs to the Recipient, less any costs, including taxes, for which the Recipient has received, will receive or is eligible to receive, a rebate, credit or refund. 3.11 Funding, Not Procurement. For greater clarity, the Recipient acknowledges and agrees that: (a)It is receiving funding from the Province for the Project and is not providing goods or services to the Province; and (b)The funding the Province is providing under this Agreement is funding for the purposes of the PSSDA. ARTICLE 4 RECIPIENT'S ACQUISITION OF GOODS AND SERVICES AND DISPOSAL OF ASSETS 4.1 Acquisition. If the Recipient acquires goods or services or both with the Funds, it will: (a)Do so through a process that is transparent, fair and promotes the best value for the money expended and at competitive prices that are no greater than fair market value after deducting trade discounts and/or any other discounts available to the Recipient; and (b)Comply with any Requirements of Law that may be applicable to how the Recipient acquires any goods or services or both. 4.2 Contracts. The Recipient will ensure that all Contracts: (a)Are consistent with this Agreement; (b)Do not conflict with this Agreement; (c)Incorporate the relevant provisions of this Agreement to the fullest extent possible; (d)Require that any parties to those Contracts comply with all Requirements of Law; and (e)Authorize the Province to perform audits of the parties to those Contracts in relation to the Project as the Province sees fit in connection with Article 6 of Schedule ³A´of this Agreement. 4.3 Disposal. The Recipient will not, without the Province¶s prior written consent, sell, lease or otherwise dispose of any asset purchased or created with the Funds or for which Funds were provided, the cost of which exceeded the amount set out in section B.1.5 of Schedule ³B´of this Agreement at the time of purchase within the date set out in section B.1.6 of Schedule ³B´of this Agreement. 8 of 34 RED4-08202 330 ARTICLE 5 CONFLICT OF INTEREST 5.1 No Conflict Of Interest. The Recipient will carry out the Project and use the Funds without an actual, potential or perceived conflict of interest. 5.2 Conflict Of Interest Includes. For the purposes of this Article, a conflict of interest includes any circumstances where: (a)The Recipient; or (b)Any person who has the capacity to influence the Recipient¶s decisions, has outside commitments, relationships or financial interests that could, or could be seen to, interfere with the Recipient¶s objective, unbiased and impartial judgment relating to the Project, the use of the Funds or both. 5.3 Disclosure To The Province: The Recipient will: (a)Disclose to the Province, without delay, any situation that a reasonable person would interpret as an actual, potential or perceived conflict of interest; and (b)Comply with any terms and conditions that the Province may impose as a result of the disclosure. ARTICLE 6 REPORTING, ACCOUNTING AND REVIEW 6.1 Preparation And Submission. The Recipient will: (a)Submit to the Province at the address referred to in section B.1.7 of Schedule ³B´of this Agreement all Reports in accordance with the timelines and content requirements set out in Schedule ³E´of this Agreement, or in a form as specified by the Province from time to time; (b)Submit to the Province at the address provided in section B.1.7 of Schedule ³B´of this Agreement or in a manner specified by the Province, any other reports as may be requested by the Province in accordance with the timelines and content requirements specified by the Province; (c)Ensure that all Reports are completed to the satisfaction of the Province; and (d)Ensure that all Reports are signed on behalf of the Recipient by an authorized signing officer and that the accompanying confirmation has been completed. 6.2 Records Maintenance. The Recipient will keep and maintain: (a)All financial records, including invoices, relating to the Funds or otherwise to the Project in a manner consistent with generally acceptable accounting principles; and (b)All non-financial documents and records relating to the Funds or otherwise to the Project. 6.3 Inspection. The Province, its authorized representatives or an independent auditor identified by the Province may, at their own expense, upon twenty-four (24) hours¶Notice to the Recipient during normal business hours, enter upon the Recipient¶s premises to review the progress of the Project and the Recipient¶s allocation and expenditure of the Funds and, for these purposes, the Province, its authorized representatives or an independent auditor identified by the Province may take one or more of the following actions: (a)Inspect and copy the records and documents referred to in section 6.2 of Schedule ³A´of this Agreement; (b)Remove any copies made pursuant to section 6.3(a) of Schedule ³A´of this Agreement from the Recipient¶s premises; and 9 of 34 RED4-08202 331 (c)Conduct an audit or investigation of the Recipient in respect of the expenditure of the Funds, the Project or both. 6.4 Disclosure. To assist in respect of the rights set out under section 6.3 of Schedule ³A´of this Agreement, the Recipient will disclose any information requested by the Province, its authorized representatives or an independent auditor identified by the Province and will do so in the form requested by the Province, its authorized representatives or an independent auditor identified by the Province, as the case may be. 6.5 No Control Of Records. No provision of this Agreement will be construed so as to give the Province any control whatsoever over the Recipient¶s records. 6.6 Auditor General. For greater certainty, the Province¶s rights to audit under this Article 6 of the Agreement are in addition to any rights provided to the Auditor General. ARTICLE 7 COMMUNICATIONS 7.1 Acknowledgement And Support. Unless otherwise directed by the Province, the Recipient will acknowledge the support of the Province in the form and manner set out under section B.1.8 of Schedule ³B´of this Agreement. 7.2 Approvals Prior To Publication. The Recipient will submit all Project-related publications ± whether written, oral or visual ±to the Province for the approval of the Province prior to publication. The Recipient will indicate, in all of its Project-related publications ±whether written, oral or visual ± that the views expressed in the publication are the views of the Recipient and do not necessarily reflect those of the Province. 7.3 Publication By The Province. The Recipient agrees that the Province may, in addition to any obligations the Province may have under FIPPA, publicly release information under this Agreement, including the Agreement itself, in hard copy or in electronic form, on the internet or otherwise. Without limiting the generality of the foregoing, the types of information the Province may publicize includes: (a)The Recipient¶s name; (b)A description of the Recipient¶s Project; (c)The amount of Funds the Recipient was approved to receive under this Agreement; and (d)The amount of Funds the Recipient actually received under this Agreement. 7.4 News Releases. The Recipient will ensure that all news releases related to the Project and created by the Recipient: (a)Are approved beforehand by the Province and (b)Include quotes from the Province, unless the Province declines to participate. 7.5 News Conferences. The Recipient will notify the Province in a timely manner of any planned news conferences organized by the Recipient to facilitate the attendance of the Province. The date for the news conference and other logistical considerations will be negotiated between the Province and the Recipient. 10 of 34 RED4-08202 332 ARTICLE 8 ADDITIONAL TERMS AND CONDITIONS 8.1 Additional Terms And Conditions. The Recipient will comply with any Additional Terms and Conditions set out under section B.2 of Schedule ³B´of this Agreement. In the event of a conflict or inconsistency between any of the requirements of the Additional Terms and Conditions and any requirements of this Schedule ³A´of the Agreement, the Additional Terms and Conditions will prevail. ARTICLE 9 DISCLOSURE OF INFORMATION PROVIDED BY RECIPIENT 9.1 FIPPA. The Recipient acknowledges that the Province is bound by the FIPPA and undertakes to perform its obligations under this Agreement in a manner that ensures that the Province is not in breach of its obligations under FIPPA. 9.2 Disclosure Of Information. Any information provided to the Province in connection with the Project or otherwise in connection with this Agreement may be subject to disclosure in accordance with FIPPA and any other Requirements of Law. ARTICLE 10 INDEMNITY 10.1 Indemnification. The Recipient hereby agrees to indemnify and hold harmless the Indemnified Parties from and against any and all direct or indirect liability, loss, costs, damages and expenses (including legal, expert and consultant fees), causes of action, actions, claims, demands, lawsuits or other proceedings, by whomever made, sustained, incurred, brought or prosecuted, in any way arising out of or in connection with the Project or otherwise in connection with this Agreement, unless solely caused by the gross negligence or wilful misconduct of the Province. 10.2 Recipient¶s Participation. The Recipient will, at its expense, to the extent requested by the Province, participate in or conduct the defence of any proceeding against any Indemnified Parties and any negotiations for their settlement. 10.3 Province¶s Election. The Province may elect to participate in or conduct the defence of any proceeding by providing Notice to the Recipient of such election without prejudice to any other rights or remedies of the Province under this Agreement, at law or in equity. Each Party participating in the defence will do so by actively participating with the other¶s counsel. 10.4 Settlement Authority. The Recipient will not enter into a settlement of any proceeding against any Indemnified Parties unless the Recipient has obtained the prior written approval of the Province. If the Recipient is requested by the Province to participate in or conduct the defence of any proceeding, the Province, as the case may be, will co-operate with and assist the Recipient to the fullest extent possible in the proceeding and any related settlement negotiations. 10.5 Recipient¶s Co-operation. If the Province conducts the defence of any proceedings, the Recipient will co-operate with and assist the Province, as the case may be, to the fullest extent possible in the proceedings and any related settlement negotiations. 11 of 34 RED4-08202 333 ARTICLE 11 INSURANCE 11.1 Recipient¶s Insurance. The Recipient represents and warrants that it has, and will maintain for the Term of this Agreement, at its own cost and expense, with insurers having a secure A.M. Best rating of B+ or greater, or the equivalent, all 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 ($2,000,000.00) per occurrence. The policy will include the following: (a)The Indemnified Parties as additional insureds with respect to liability arising in the course of performance of the Recipient¶s obligations under, or otherwise in connection with, the Project or under this Agreement; (b)A cross-liability clause; (c)Contractual liability coverage; and (d)A thirty (30) day written notice of cancellation provision. 11.2 Proof Of Insurance. The Recipient will provide the Province with certificates of insurance, or other proof as the Province may request within the time limit set out in that request, that confirms the insurance coverage as required under section 11.1 of Schedule ³A´of this Agreement. Upon the request of the Province, the Recipient will make available to the Province a copy of each insurance policy. 11.3 Right Of ³First Call´On Insurance Proceeds. The Recipient will provide the Indemnified Parties with a right of ³first call´or priority over any other person, including the Recipient, to use or enjoy the benefits of the proceeds from the insurance policy required under section 11.1 of Schedule ³A´of this Agreement to pay any suits, judgments, claims, demands, expenses, actions, causes of action and losses (including without limitation, reasonable legal expenses and any claim for a lien made pursuant to the Construction Lien Act and for any and all liability, damages to property and injury to persons (including death)) that may be brought against the Indemnified Parties as a result of this Agreement. ARTICLE 12 TERMINATION ON NOTICE 12.1 Termination On Notice. The Province may terminate the Agreement at any time without liability, penalty or costs upon giving at least thirty (30) days¶Notice to the Recipient. 12.2 Consequences Of Termination On Notice By The Province. If the Province terminates this Agreement pursuant to section 12.1 of Schedule ³A´of this Agreement, the Province may take one or more of the following actions: (a)Direct that the Recipient does not incur any costs for the Project that are Eligible Costs under this Agreement without the Province¶s prior written consent; (b)Cancel any further payments of the Funds; (c)Demand the repayment of any Funds remaining in the possession or under the control of the Recipient; and (d)Determine the reasonable costs for the Recipient to wind down the Project, and do either or both of the following: (i)Permit the Recipient to offset such costs against the amount owing pursuant to section 12.2(b) of Schedule ³A´of this Agreement; and 12 of 34 RED4-08202 334 (ii)Subject to section 3.9 of Schedule ³A´of this Agreement, provide Funds to the Recipient to cover such costs. ARTICLE 13 TERMINATION WHERE NO APPROPRIATION 13.1 Termination Where No Appropriation. If, as provided for in sections 3.2(d) of Schedule ³A´of this Agreement, the Province does not receive the necessary appropriation from the Ontario Legislature for any payment the Province is to make pursuant to this Agreement, the Province may terminate the Agreement immediately without liability, penalty or costs by giving Notice to the Recipient. 13.2 Consequences Of Termination Where No Appropriation. If the Province terminates this Agreement pursuant to section 13.1 of Schedule ³A´of this Agreement, the Province may take one or more of the following actions: (a)Cancel any further payments of the Funds; (b)Demand the repayment of any Funds remaining in the possession or under the control of the Recipient; and (c)Determine the reasonable costs for the Recipient to wind down the Project and permit the Recipient to offset such costs against the amount owing pursuant to section 13.2(b) of Schedule ³A´of this Agreement. 13.3 No Additional Funds. For greater clarity, if the costs determined pursuant to section 13.2(c) of Schedule ³A´of this Agreement exceed the Funds remaining in the possession or under the control of the Recipient, the Province will not provide additional Funds to the Recipient. ARTICLE 14 EVENT OF DEFAULT, CORRECTIVE ACTION AND TERMINATION FOR DEFAULT 14.1 Events Of Default. Each of the following events will constitute an Event of Default: (a)In the opinion of the Province, the Recipient breaches any representation, warranty, covenant or other term of the Agreement, including failing to do any of the following in accordance with the terms and conditions of this Agreement: (i)Carry out the Project; (ii)Use or spend the Funds; (iii)Provide, in accordance with section 6.1 of Schedule ³A´Reports or any such other reports as may have been requested pursuant to section 6.1(b) of Schedule ³A´under this Agreement; or (iv)The Recipient fails to follow any directions that the Province provides under this Agreement. (b)The Recipient¶s operations, or its organizational structure, changes such that it no longer meets one or more of the eligibility requirements of the Program under which the Province provides the Funds; (c)The Recipient makes an assignment, proposal, compromise, or arrangement for the benefit of creditors, or a creditor makes an application or an order adjudging the Recipient bankrupt, or applies for the appointment of a receiver; or (d)The Recipient ceases to operate. 13 of 34 RED4-08202 335 14.2 Consequences Of Events Of Default And Corrective Action. If an Event of Default occurs, the Province may, at any time, take one or more of the following actions: (a)Initiate any action the Province considers necessary in order to facilitate the successful continuation or completion of the Project; (b)Provide the Recipient with an opportunity to remedy the Event of Default; (c)Suspend the payment of Funds for such a period as the Province determines appropriate; (d)Reduce the amount of Funds by an amount the Province determines is appropriate, acting reasonably; (e)Cancel any further payments of the Funds; (f)Demand the repayment of any Funds remaining in the possession or under the control of the Recipient; (g)Demand the repayment of an amount equal to any Funds the Recipient used, but did not use in accordance with the terms and conditions of this Agreement; (h)Demand the repayment of an amount equal to any Funds the Province provided to the Recipient, even though the Project is partially completed; and (i)Terminate this Agreement at any time, including immediately, without liability, penalty or costs to the Province upon giving Notice to the Recipient. 14.3 Opportunity To Remedy. If, in accordance with section 14.2(b) of Schedule ³A´of this Agreement, the Province provides the Recipient with an opportunity to remedy the Event of Default, the Province will provide Notice to the Recipient of: (a)The particulars of the Event of Default; and (b)The Notice Period. 14.4 Recipient Not Remedying. If the Province has provided the Recipient with an opportunity to remedy the Event of Default pursuant to section 14.2(b) of Schedule ³A´of this Agreement, and; (a)The Recipient does not remedy the Event of Default within the Notice Period; (b)It becomes apparent to the Province that the Recipient cannot completely remedy the Event of Default within the Notice Period; or (c)The Recipient is not proceeding to remedy the Event of Default in a way that is satisfactory to the Province; the Province may extend the Notice Period, or initiate any one or more of the actions provided for in sections 14.2(a), (c), (d), (e), (f), (g), (h) and (i) of Schedule ³A´of this Agreement. 14.5 When Termination Effective. Termination under this Article 14 of Schedule ³A´of this Agreement will take effect as set out in the Notice. ARTICLE 15 FUNDS AT THE END OF A FUNDING YEAR 15.1 Funds At The End Of A Funding Year. Without limiting any rights of the Province under Article 14 of Schedule ³A´of this Agreement, if the Recipient has not spent all of the Funds allocated for the Funding Year as provided for in the Budget, the Province may take one or both of the following actions: (a)Demand the return of the unspent Funds; and (b)Adjust the amount of any further payments of Funds accordingly. 14 of 34 RED4-08202 336 ARTICLE 16 FUNDS UPON EXPIRY 16.1 Funds Upon Expiry. The Recipient will, upon the expiry of the Agreement, return to the Province any Funds remaining in its possession or under its control. ARTICLE 17 REPAYMENT 17.1 Repayment Of Overpayment. If at any time during the Term of this Agreement the Province provides Funds in excess of the amount to which the Recipient is eligible to receive under this Agreement, the Province may: (a)Deduct an amount equal to the excess Funds from any further payments of the Funds; or (b)Demand that the Recipient pay an amount equal to the excess Funds to the Province. 17.2 Debt Due. If, pursuant to this Agreement: (a)The Province demands the payment of any Funds or an amount equal to any Funds from the Recipient; or (b)The Recipient owes any Funds or an amount equal to any Funds to the Province, whether or not their return or repayment has been demanded by the Province, such Funds or other amount will be deemed to be a debt due and owing to the Province by the Recipient and the Recipient will pay or return the amount to the Province immediately, unless the Province directs otherwise. For greater clarity, in the event that the Recipient makes an assignment, proposal, compromise or arrangement for the benefit of creditors or a creditor makes an application for an order adjudging the Recipient bankrupt or applies for the appointment of a receiver, this section 17.2 of Schedule ³A´of this Agreement will not affect any Funds that the Recipient is holding in trust for the Province under section 3.6 of Schedule ³A´of this Agreement. 17.3 Interest Rate. The Province may charge the Recipient interest on any money owing by the Recipient at the then current interest rate charged by the Province of Ontario on accounts receivable. 17.4 Payment Of Money To Province. The Recipient will pay any money owing to the Province by cheque payable to the ³Ontario Minister of Finance´and delivered to the Province at the address referred to in section 18.1 of Schedule ³A´of this Agreement. 17.5 Repayment. Without limiting the application of section 43 of the FAA, if the Recipient fails to repay any amount owing under this Agreement, Her Majesty the Queen in Right of Ontario may deduct any unpaid amount from any money payable to the Recipient by Her Majesty the Queen in Right of Ontario. 17.6 Funds Are Part Of A Social Or Economic Program. The Recipient acknowledges and agrees that any Funds provided under this Agreement are for the administration of social or economic programs or the provision of direct or indirect support to members of the public in connection with social or economic policy. ARTICLE 18 NOTICE 18.1 Notice In Writing And Addressed. Notice will be in writing and will be delivered by email, postage-paid mail, personal delivery or fax and will be addressed to the Province and the Recipient respectively as set out in section B.1.9 of Schedule ³B´of this Agreement or as either Party later designates to the other by Notice. 15 of 34 RED4-08202 337 18.2 Notice Given. Notice will be deemed to have been given: (a)In the case of postage-paid mail, five (5) Business Days after the Notice is mailed; or (b)In the case of email, personal delivery or fax, one (1) Business Day after the Notice is delivered. 18.3 Postal Disruption. Despite section 18.2(a) of Schedule ³A´of this Agreement, in the event of a postal disruption, (a)Notice by postage-prepaid mail will not be deemed to be received; and (b)The Party giving Notice will provide Notice by email, personal delivery or fax. ARTICLE 19 CONSENT BY PROVINCE AND COMPLIANCE BY RECIPIENT 19.1 Consent. When the Province provides its consent pursuant to this Agreement, that consent will not be considered valid unless that consent is in writing and the person providing that consent indicates in the consent that that person has the specific authority to provide that consent. The Province may also impose any terms and conditions on such consent and the Recipient will comply with such terms and conditions. ARTICLE 20 SEVERABILITY OF PROVISIONS 20.1 Invalidity Or Unenforceability Of Any Provision. The invalidity or unenforceability of any provision in this Agreement will not affect the validity or enforceability of any other provision of this Agreement. Any invalid or unenforceable provision will be deemed to be severed. ARTICLE 21 WAIVER 21.1 Waivers In Writing. If a Party fails to comply with any term or condition of this Agreement that Party may only rely on a waiver of the other Party if the other Party has provided a written waiver in accordance with the Notice provisions in Article 18 of Schedule ³A´of this Agreement. Any waiver must refer to a specific failure to comply and will not have the effect of waiving any subsequent failures to comply. For greater clarity, where the Province chooses to waive a term or condition of this Agreement, such waiver will only be binding if provided by a person who indicates in writing that he or she has the specific authority to provide such a waiver. ARTICLE 22 INDEPENDENT PARTIES 22.1 Parties Independent. The Recipient acknowledges and agrees that it is not an agent, joint venturer, partner or employee of the Province and the Recipient will not represent itself in any way that might be taken by a reasonable person to suggest that it is or take any actions that could establish or imply such a relationship. ARTICLE 23 ASSIGNMENT OF AGREEMENT OR FUNDS 23.1 No Assignment. The Recipient will not, without the prior written consent of the Province, assign any of its rights or obligations under this Agreement. 16 of 34 RED4-08202 338 23.2 Agreement Binding. All rights and obligations contained in this Agreement will extend to and be binding on the Parties¶respective heirs, executors, administrators, successors and permitted assigns. ARTICLE 24 GOVERNING LAW 24.1 Governing Law. This Agreement and the rights, obligations and relations of the Parties will be governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada. Any actions or proceedings arising in connection with this Agreement will be conducted in the Courts of Ontario, which will have exclusive jurisdiction over such proceedings. ARTICLE 25 FURTHER ASSURANCES 25.1 Agreement Into Effect. The Recipient will provide such further assurances as the Province may request from time to time with respect to any matter to which the Agreement pertains and will otherwise do or cause to be done all acts or things necessary to implement and carry into effect the terms and conditions of this Agreement to their full extent. ARTICLE 26 JOINT AND SEVERAL LIABILITY 26.1 Joint And Several Liability. Where the Recipient comprises more than one entity, all such entities will be jointly and severally liable to the Province for the fulfillment of the obligations of the Recipient under this Agreement. ARTICLE 27 RIGHTS AND REMEDIES CUMULATIVE 27.1 Rights And Remedies Cumulative. The rights and remedies of the Province under this Agreement are cumulative and are in addition to, and not in substitution of, any of its rights and remedies provided by law or in equity. ARTICLE 28 ACKNOWLEDGMENT OF OTHER LEGISLATION AND DIRECTIVES 28.1 Recipient Acknowledges. The Recipient acknowledges that: (a)By receiving Funds it may become subject to legislation applicable to organizations that received funding from the Government of Ontario, including the BPSAA, the PSSDA and the Auditor General Act; (b)Her Majesty the Queen in Right of Ontario has issued expenses, perquisites and procurement directives and guidelines pursuant to the BPSAA; and (c)It will comply with any such legislation, including directives issued thereunder, to the extent applicable. 17 of 34 RED4-08202 339 ARTICLE 29 JOINT AUTHORSHIP 29.1 Joint Authorship Of Agreement. The Parties will be considered joint authors of this Agreement and no provision herein will be interpreted against one Party by the other Party because of authorship. No Party will seek to avoid a provision herein because of its authorship through recourse to a third party, court, tribunal or arbitrator. ARTICLE 30 FAILURE TO COMPLY WITH OTHER AGREEMENT 30.1 Other Agreements. If the Recipient: (a)Has committed a Failure; (b)Has been provided with notice of such Failure in accordance with the requirements of such other agreement; (c)Has, if applicable, failed to rectify such Failure in accordance with the requirements of such other agreement; and (d)Such Failure is continuing, the Province may suspend the payment of Funds under this Agreement without liability, penalty or costs for such period as the Province determines appropriate. ARTICLE 31 SURVIVAL 31.1 Survival. The provisions of this Agreement that by their nature survive the expiration or early termination of this Agreement will so survive for a period of seven (7) years from the date of expiry or termination. Without limiting the generality of the foregoing, the following Articles and sections, and all applicable cross-referenced sections and schedules will continue in full force and effect for a period of seven (7) years from the date of expiry or termination: Articles 1 and any other applicable definitions, 9, 10, 17, 18, 20, 21, 24, 25, 27 and 29 as well as sections 3.2(d), 3.2(e), 3.4, 3.9, 3.10, 3.11, 6.1 (to the extent that the Recipient has not provided the Reports to the satisfaction of the Province), 6.2, 6.3, 6.4, 6.5, 6.6, 12.2, 13.2, 14.1, 14.2, 14.4 of Schedule ³A´of this Agreement and any cross-referenced Schedules therein as well as any other provision in this Agreement that specifically sets out it will survive the expiration or early termination of this Agreement. Despite the above, section 4.3 of Schedule ³A´shall survive for a period of two (2) years from the date of expiry or termination of this Agreement. ARTICLE 32 BPSAA 32.1 BPSAA. For the purposes of clarity, if the Recipient is subject to the BPSAA and there is a conflict between any of the requirements of this Agreement and the requirements of the BPSAA, the BPSAA will prevail. [REST OF PAGE INTENTIONALLY LEFT BLANK - SCHEDULE ³B´FOLLOWS] 18 of 34 RED4-08202 340 SCHEDULE ³B´ OPERATIONAL REQUIREMENTS AND ADDITIONAL TERMS AND CONDITIONS B.1 OPERATIONAL REQUIREMENTS B.1.1 Effective Date. The Effective Date of this Agreement is:January 12, 2018 B.1.2 Expiration Date. The Expiration Date of this Agreement is:March 31, 2020 B.1.3 Project Approval Date. The Project Approval Date is the same as the Effective Date. B.1.4 Project Completion Date. The Project Completion Date is:March 31, 2019 B.1.5 Disposal Of Assets. The amount for the purposes of section 4.3 of Schedule ³A´of this Agreement is fifty thousand dollars ($50,000.00) unless Ontario¶s contribution is less than twenty five thousand dollars ($25,000.00) in which case section 4.3 of Schedule ³A´of this Agreement does not apply. B.1.6 Asset Retention Time Period. For the purposes of section 4.3 of Schedule ³A´of this Agreement the Recipient will retain the asset(s) for two (2) years from the date that the Project is completed. B.1.7 Submission Of Publications For Approval And Reports. All Reports and Project-related publications under this Agreement will be submitted to: Name:Ontario Ministry of Agriculture, Food and Rural Affairs Address:Rural Programs Branch 4th Floor NW, 1 Stone Road West Guelph, Ontario N1G 4Y2 Attention:Jennifer Dale, Program Coordinator Fax:519-826-3398 Email:RED@ontario.ca or any other person identified by the Province in writing. B.1.8 Recognition Of Provincial Support: The Recipient will acknowledge the Province¶s support for the Project in the following manner: The Recipient will include on all Project-related publications ±whether written, oral or visual ± graphic identifiers of the Program or a tag line that is acceptable to the Province. All Project- related publications, including the manner in which Program support is recognized on such publications, are subject to approval by the Province under section 7.2 of Schedule ³A´of this Agreement. B.1.9 Providing Notice. All Notices under this Agreement will be provided to: The Province:The Recipient: Name:Ontario Ministry of Agriculture, Food and Rural Affairs The Corporation of the Town of Tillsonburg Address:4th Floor NW, 1 Stone Road West Guelph, Ontario N1G 4Y2 200 Broadway, 2nd Floor Suite 204 Tillsonburg, Ontario N4G 5A7 Attention:Brent Kennedy, Director Cephas Panschow, Development Commissioner Email:RED@ontario.ca cpanschow@tillsonburg.ca or any other person identified by the Parties in writing through a Notice. 19 of 34 RED4-08202 341 B.2 ADDITIONAL TERMS AND CONDITIONS B.2.1 Notice Of Recipient¶s Insolvency. The Recipient will: (a)Provide the Province with Notice at least five (5) Business Days prior to making an assignment, proposal, compromise or arrangement for the benefit of its creditors and will not incur any additional costs for the Project under this Agreement without the Province¶s prior written consent from the date the Notice is sent to the Province; and (b)Provide the Province with Notice within five (5) Business Days of a creditor providing the Recipient with a notice of an intent to enforce security or applying for an order adjudging the Recipient bankrupt or the appointment of a receiver, and will not incur any additional costs under this Agreement without the prior approval of the Province from the date that the Recipient received notice of the creditor¶s action. [REST OF PAGE INTENTIONALLY LEFT BLANK - SCHEDULE ³C´FOLLOWS] 20 of 34 RED4-08202 342 SCHEDULE ³C´ PROJECT DESCRIPTION C.1 PROJECT NAME Manufacturing Acceleration Program Implementation C.2 PROJECT OBJECTIVE The Corporation of the Town of Tillsonburg will receive up to $32,500.00 to expand the Manufacturing Acceleration Program pilot initiative into a manufacturing cluster program in order to enhance business competitiveness and encourage a more integrated manufacturing sector. C.3 ACTIVITIES The Recipient will 1. Identify technology based business process improvements. 2. Conduct a capabilities assessment and a cluster marketing profile. All activities identified above will be completed by the Project Completion Date identified under section B.1.4 of Schedule ³B´of this Agreement. [REST OF PAGE INTENTIONALLY LEFT BLANK - SCHEDULE ³D´FOLLOWS] 21 of 34 RED4-08202 343 SCHEDULE "D" PROJECT FINANCIAL INFORMATION #ELIGIBLE COST ITEM 1.Consulting fees TOTAL ELIGIBLE COSTS UP TO $65,000.00 D.1 FUNDING INFORMATION D.1.1 Cost-Share Funding Percentage. The Cost-Share Funding Percentage is per cent (50.00%) of incurred paid Eligible Costs up to the Maximum Funds. The percentage noted above is rounded to a whole number. Note that for payment purposes the percentage is calculated to 10 decimal places and is based on the Maximum Funds against the Project¶s Total Eligible Costs. D.1.2 "Maximum Funds". The Maximum Funds the Recipient is eligible to receive from the Province under this Agreement is $32,500.00 D.1.3 Holdback. The Holdback will be up to ten per cent (10%) of Maximum Funds from the final payment of Funds made under this Agreement. D.2 INCURRING ELIGIBLE COSTS D.2.1 Incurring Eligible Costs. The Recipient will incur Eligible Costs in accordance with the following chart and no later than by the Project Completion Date. D.3 BUDGET D.3.1 The Budget. The Budget for the Project is set out in the following chart: D.3.2 Project Financing For Eligible Costs. The Financing for the Project is set out in the following chart: PROJECT FINANCING $ AMOUNT The Corporation of the Town of Tillsonburg $17,500.00 RED Funding $32,500.00 GWA Business Solutions $2,500.00 Isah International $2,500.00 Manufacturing Partners $10,000.00 TOTAL ELIGIBLE COSTS $65,000.00 D.4 CLAIM SUBMISSION DEADLINES D.4.1 Claim Submission Deadlines. The Recipient will submit claims to the Province in accordance with whatever is the shorter time period: TOTAL ELIGIBLE COSTS TO BE INCURRED BY QUARTER WITHIN FUNDING YEAR FUNDING YEAR QUARTER 1 (APR. ±JUN.) QUARTER 2 (JUL. ±SEP.) QUARTER 3 (OCT. ±DEC.) QUARTER 4 (JAN. ±MAR.)TOTAL 2018-19 $17,500.00 $22,500.00 $15,000.00 $10,000.00 $65,000.00 TOTAL ELIGIBLE COSTS UP TO $65,000.00 22 of 34 RED4-08202 344 (a)Claims or reports as set out in E.1 will be submitted after the end of each fiscal quarter according to the following schedule: (i)Q1 (April 1 to June 30) - by August 31; (ii)Q2 (July 1 to September 30) - by November 30; (iii)Q3 (October 1 to December 31) - by February 28; or (iv)Q4 (January 1 to March 31) - by May 31. (b)The Final Claim will be submitted within three (3) months after the Project Completion Date as specified in Schedule ³B´(B.1.4). Despite the foregoing, the Province is not required to accept or pay on any claims that have been submitted after the Recipient has submitted their Final Report and the Project has been closed. Only Eligible Costs that are incurred and paid will be reimbursed at the percent cost- share as per section D.1.1 of Schedule ³D´of this Agreement. D.5 PAYMENT OF FUNDS D.5.1 Payment Of Funds. Subject to the terms and conditions of this Agreement, the Recipient will incur Eligible Costs in accordance with the following chart (Column B) and the Province will pay Funds to the Recipient in accordance with the following chart (Column C): FUNDING YEAR (A)ELIGIBLE COSTS BY FUNDING YEAR (B) MAXIMUM FUNDS BY FUNDING YEAR (C) 2018-19 $65,000.00 $32,500.00 TOTAL $65,000.00 $32,500.00 D.6 ELIGIBLE COSTS D.6.1 Eligible Costs. Eligible Costs are those costs that are, in the Province¶s sole and absolute discretion, necessary for the successful completion of the Project, properly and reasonably incurred, paid or reimbursed by the Recipient; and consistent with an Eligible Cost category as set out below in this section D.6.1 of Schedule ³D´of the Agreement. For greater clarity, Eligible Costs are those that are set out immediately below in this Section D.6.1 of Schedule ³D´of this Agreement where those costs have been incurred and paid by the Recipient. Eligible costs must be incurred by the Recipient on or after the Effective Date set out in section B.1.1 of Schedule ³B´and by the Project Completion Date set out in section B.1.4 of Schedule ³B´which is identified in this Agreement. Recipients must follow a process that is transparent and fair, that promotes the best value for the money expended and is at competitive prices that are no greater than the fair market value when purchasing goods or services, including consultants and contractors, for the Project. All businesses from which goods or services are purchased must be at arm's length to the Recipient in order for the costs to be considered eligible. Eligible costs include: (a)Project management, including: (i)Consultant's fees; (ii)Project-related professional fees (e.g., legal, architectural and accounting fees) ; and (iii)Project evaluation. (b)Minor capital, including: 23 of 34 RED4-08202 345 (i)Subcontractor's fees; (ii) Equipment (e.g., plumbing, electrical) and structural modifications to accommodate the installation of equipment within an existing building; and (iii)Renovations and retrofits to existing structures (e.g., materials or supplies and labour to renovate an existing space). (c)Training; (d)Marketing or promotion-related costs; (e)Travel costs in Canada and the continental United States associated with a specific public- facing event or series of events, public-facing hospitality costs directly related to the project, subject to provincial directives (including but not limited to the current Ontario Public Sector Travel, Meal and Hospitality Expenses Directive); (f)Studies; (g) Administrative costs directly related to project implementation (e.g., third-party expenses for printing or other administration); and (h)Wages for new hires to work 100 per cent on project-related activities. Other costs that are, in the Province¶s sole and absolute discretion, direct, incremental and necessary for the successful completion of the Project, provided those costs have been approved by the Province in writing prior to being incurred. D.7 INELIGIBLE COSTS D.7.1 Ineligible Costs. The following costs are Ineligible Costs and therefore ineligible for funding under this Agreement. Those costs include, but are not limited to: (a)Costs incurred prior to the Project Approval Date or after the Project Completion Date; (b)Any cost not specifically required for the execution of a project; (c)Normal operating costs associated with carrying out a business such as salaries and benefits for non-contract staff (i.e., full-time and part-time staff), office space, equipment and machinery, utilities, phone, materials, labour, board, committee and annual meetings; (d)Deposits (prepayments), on their own, are not eligible for reimbursement as they are not an expense in the recipient¶s financial records as the goods/services have yet to be fully received; (e)Direct wage subsidies for existing staff or any other staff who are not 100 per cent dedicated to the activities required to complete the project; (f)Costs to maintain compliance with current Requirements of Law that pertain to the current operations of the recipient; (g)Any travel, meal or hospitality costs beyond those provided for in the current Ontario Public Sector Travel, Meal and Hospitality Expenses Directive; (h)Any in-kind contribution, which are those goods and services that are contributed to a project by the Recipient, Co-recipient(s) or other sources that would otherwise have to be purchased or contracted in order to complete the Project; (i)Financing charges, loan interest payments, bank fees and charges, as well as debt restructuring or fundraising; (j)Major capital costs, including: (i)New construction of buildings, structures (moveable and non-moveable) and other major infrastructure; (ii)Additions to buildings, teardowns or rebuilds; (iii)Purchase or lease of land, buildings and facilities; 24 of 34 RED4-08202 346 (iv)Power lines, plumbing, telecommunications/broadband lines or equipment, water lines outside of the building; and (v)Community aesthetics and functionality (e.g., streetscaping, green space development, murals, street lights, paved surfaces, tree islands). (k)Costs of vehicles; (l)Taxes including Harmonized Sales Tax (HST); (m)Any refund or rebate received, or which the Recipient is eligible to receive; (n)Costs incurred in preparing an application; (o)Cost of alcohol, international travel (outside of Canada and the continental United States), per diems, gifts or incentives; (p)Costs of permits and approvals; (q)Costs of academic research; (r)Costs related to activities that directly influence or lobby any level of government; (s)Sponsorship of conferences and events; and (t)Honorariums, membership costs. D.8 TRAVEL AND MEAL COSTS If travel or meal costs are not necessary to complete the Project, any costs related to travel or meals will not be reimbursed by the Province. D.8.1 Transportation. Local public transportation including hotel/airport shuttles should be used wherever possible. When road transportation is the most practical, economical way to travel the order of preference is rental vehicle then personal vehicle. D.8.2 Rental Vehicles. Compact model or its equivalent is required. Exceptions to this are guided by the principle that the vehicle is the most economical and practical size, taking into account the business purpose, number of occupants and safety (including weather) considerations. Luxury and sports vehicles are prohibited. Gasoline charges are an eligible expense. D.8.3 Personal Vehicle. If using a personal vehicle, daily logs must be kept to track the business use, with distances calculated in kilometers. The current rates for travelling (per kilometer) in a personal vehicle, based on kilometers accumulated from April 1 of each Funding Year, are as follows: (a)From 0 ±km; $0.40 in Southern Ontario and $0.41 in Northern Ontario; (b)From 4,001 ±km; $0.35 in Southern Ontario and $0.36 in Northern Ontario; (c)From 10,701 ±km; $0.29 in Southern Ontario and $0.30 in Northern Ontario; (d)More than 24,000 km; $0.24 in Southern Ontario and $0.25 in Northern Ontario; and (e)Necessary expenditures for parking, tolls for bridges, ferries and highways are eligible. If 200 km or more will be driven a day, use of a rental vehicle is required. D.8.4 Air and Rail Travel. Air and rail travel is permitted if it is the most practical and economical way to travel. Economy (coach) class is the standard option for ticket purchase. Business class is only appropriate on a train in limited circumstances such as: (a)The need to work with a team; (b)Choosing a travel time that allows you to reduce other expenditures or accommodation; (c)Accommodation requirements; and (d)Health and safety requirements. The standard for international air travel is economy class. The lowest available airfares appropriate to particular itineraries are required to be sought and bookings are required to be made as far in advance as possible. 25 of 34 RED4-08202 347 D.8.5 Taxis. Taxis may be justified in cases where: (a)Group travel by cab is more economical than the total cost of individuals travelling separately by public transit or shuttle; or (b)Taking a cab allows you to meet an unusually tight schedule for meetings. D.8.6 Accommodations. Reimbursement can be made for single accommodation in a standard room. Private stays with friends or family are acceptable, and a cash payment or gift may be provided to the friends or family. (a)A maximum of $30 per night is allowed for accommodation including any meals with friends or family, in lieu of commercial accommodation. The $30 value may be given in the form of a small gift (which must be accompanied by a receipt) or by cash or cheque. D.8.7 Travel-Related Tips/Gratuities. Examples of reasonable amounts include: (a)10% - 15% on a restaurant meal; (b)10% on a taxi fare; (c)$2 - $5 for housekeeping for up to two nights in a hotel, up to $10 for a longer stay; and (d)$2 - $5 per bag for a porter. D.8.8 Telecommunication While Travelling. Audio or video conferencing should be considered as an alternative to travel. Whenever possible, the least expensive means of communications should be used while travelling, such as calling card. D.8.9 Meals While Travelling. Alcohol cannot be claimed and will not be reimbursed as part of a travel or meal expense. Taxes and gratuities are included in the meal rates. Reimbursement is for restaurant/prepared food only. Meal Rates in Canada: Meals Maximum Amount Breakfast $10.00 Lunch $12.50 Dinner $22.50 Meal Rates in U.S. (in Canadian dollars): Meals Maximum Amount Breakfast $19.10 Lunch $18.90 Dinner $47.35 [REST OF PAGE INTENTIONALLY LEFT BLANK - SCHEDULE ³E´FOLLOWS] 26 of 34 RED4-08202 348 SCHEDULE ³E´ REPORTING E.1 Reporting Requirements. The following Reports will be provided in full in the corresponding format provided hereafter and with such content as is satisfactory to the Province: Name of Report Due Date 1.Progress Report and Claim Statement Both the Progress Report and Claim Statement together (Schedules ³E.2´and ³E.3´ of this Agreement) as set out in D.4.1(a) will be submitted at a minimum of once every quarter for each Funding Year. A Progress Report and Claim Statement must be submitted even during periods where the amount claimed is zero, unless the Recipient has submitted the Final Report. 2.Final Claim The final claim (Schedule ³E.3´of this Agreement) is to be completed and submitted to the Province within three (3) months of the Project Completion Date (Schedule B.1.4 of this Agreement). 3.Final Report The Final Report (Schedule ³E.4´of this Agreement) is to be completed and submitted to the Province on or before: July 31, 2019 4.Other Reports Any other Report regarding the Project that the Province requests. As directed by the Province. [REST OF PAGE INTENTIONALLY LEFT BLANK - SECTION ³E.2´OF SCHEDULE ³E´@ 27 of 34 RED4-08202 349 SCHEDULE ³E.2´ PROGRESS REPORT File No.: RED4-08202 Project Title:Manufacturing Acceleration Program Implementation Progress Report and Claim Statement are to be completed and submitted to the Province at a minimum of once every quarter for each Funding Year for the Term of the Agreement unless a Final Report has been submitted. Please contact your Project Analyst should you have any questions filling in this report. Please describe the project activities that have been completed or are in progress for this reporting period. Description of Activities Approved Eligible Costs per Activity Amount Claimed to Date per Activity Activity Status (On, Ahead, or Behind Schedule) Issues to Date and Actions Taken to Resolve Issues Actual Expected Completion Date Percentage of Activity Complete For each RED outcome that you indicated on your application that would occur as a direct result of this project, please enter your results to date. Results to Date Number and description of economic development barriers addressed Increased ability to undertake evidence-based planning to identify priorities and measure economic performance (Planning projects only) Number and description of collaborations established Increased economic competitiveness and diversity (e.g., attraction, retention and expansion of businesses) Innovative communities Expansion of markets Number of jobs created /retained Attraction, development or retention of a highly skilled workforce Support for provincial government priorities I understand that this information will, subject to the terms and conditions of the agreement, be relied upon by the Government of Ontario to issue funds. Name of Authorized Official (Print): Signature: Date: 28 of 34 RED4-08202 350 29 of 34 RED4-08202 351 SCHEDULE ³E.4´ FINAL REPORT File No.: RED4-08202 Project Title:Manufacturing Acceleration Program Implementation Project Completion Date: Date of Final Report: Project Recipient:The Corporation of the Town of Tillsonburg Final Report is to be completed and submitted to the Province on or before the µFinal Report Due¶ identified under section E.1 of Schedule ³E´of this Agreement. Please contact your Project Analyst should you have any questions completing this report. Section 1 Project Details Is the description of your Project as completed accurate? Yes No Project Variances (if applicable) In reading the description and project completion date above, has your Project experienced any variances either in project scope or schedule? Please identify any other information with respect to the Project that may have changed or may have been altered. Ensure that you provide a rationale for any variances from the project description noted above. Section 2 Outcomes Economic Barriers Describe how the Project removed barriers to community economic development. Description of Barriers: For each RED outcome that you indicated on your application that would occur as a direct result of this Project, please enter a brief description. Please give quantitative and qualitative statistics where applicable. 30 of 34 RED4-08202 352 1. Increased ability to undertake evidence-based planning to identify priorities and measure economic performance (Planning projects only) Describe how the Project led to evidence-based economic development policy, programs or strategies. What was the outcome for the region or sector? 2. Collaboration for economic growth Describe how Recipient(s) worked with communities, organizations or others to make this project successful and support economic growth. How many collaborations were established? Number of Collaborations: Description of Collaborations: 3. Increased economic competitiveness and diversity (e.g., attraction, retention and expansion of businesses) Describe how the Project increased economic competitiveness and diversity. 4. Innovative communities Describe how the Project led to more innovative communities. Innovation is defined as the application of new ideas, leading-edge process, services or methods of delivery to solve problems, address challenges and take advantage of new opportunities. 5. Expansion of markets Describe how the Project assisted with the expansion of existing markets or access to new markets. 31 of 34 RED4-08202 353 6. Creation and/or retention of jobs Indicate the number of total jobs that were created and/or retained in rural Ontario as a result of the Project. Temporary (e.g., seasonal, construction) Part-time (e.g., approximately 20 hours/week) Full-time Jobs Created Jobs Retained 7. Attraction, development or retention of a highly skilled workforce Describe how the Project contributed to the attraction, retention or development (e.g., training) of a highly skilled and knowledgeable local workforce. 8. Support for provincial government priorities Describe which provincial priorities the Project supported, and how. Section 3 Financial Information Approved Total Eligible Costs Budget Item Budgeted Costs Actual Costs Variance $$$ $$$ $$$ $$$ $$$ $$$ $$$ $$$ $$$ $$$ GROSS ELIGIBLE COST $$$ Less HST (if included in the above numbers)$$$ TOTAL NET ELIGIBLE COSTS*$$$ * Total Net Eligible Cost should match the approved amount noted above. 32 of 34 RED4-08202 354 Section 4 Other Benefits/Information Please provide any other information which demonstrates the success of the Project and its impact on other stakeholders, rural communities and the Province of Ontario. Section 5 Service Experience Based on your project experience with OMAFRA, please indicate with an "X" in the appropriate box for your response. 1. Please indicate the extent to which you agree or disagree with the following statements. Strongly Agree Agree Neither Agree nor Disagree Disagree Strongly Disagree Once my project was approved, I received all the information needed to proceed to the next step of the project. The claim forms were easy to understand and complete. I was able to reach appropriate ministry staff without difficulty. Ministry staff were knowledgeable. I received consistent advice from ministry staff. Ministry staff were courteous. 2. Overall, how satisfied were you with the amount of time it took to get the service that you required? Very Satisfied Satisfied Neither Satisfied nor Dissatisfied Dissatisfied Strongly Dissatisfied 3. Overall, how satisfied were you with the service you received while implementing your project? Very Satisfied Satisfied Neither Satisfied nor Dissatisfied Dissatisfied Strongly Dissatisfied 4. To what extent did the availability of this funding assistance influence your decision to undertake this project? To a Great Extent Somewhat Very Little Not at all 5. Overall, did you find working in the portal fairly easy to understand?Very Easy Somewhat Not Easy Did Not Use the Portal 33 of 34 RED4-08202 355 Section 6 Confidentiality, Certification and Signature Confidentiality Information submitted in this report to the Province of Ontario will be subject to the Freedom of Information and Protection of Privacy Act. Any information submitted in confidence should be clearly marked "CONFIDENTIAL" by the Recipient(s). Inquiries about confidentiality should be directed to OMAFRA¶s Rural Programs Branch. Certification 1. The Project as described in the Agreement has been completed; 2. The Recipient is in compliance with all of the terms and conditions of the Agreement for the Project; and 3. There have been no overpayments by OMAFRA or any other organization or government. The undersigned warrants that these statements are true. Name of Authorized Official (Print): Signature: Date: 34 of 34 RED4-08202 356 THE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 4176 A BY-LAW to enter into a Partner Agreement between The Corporation of the Town of Tillsonburg and the County of Oxford to allow for an Electric Vehicle Charging Station in the Town of Tillsonburg. WHEREAS the County has requested property access to support the build-out of a network of public electric vehicle charging stations in the County of Oxford on lands owned by the Partner described as LOT 947, PL 500, EXCEPT PT 1 on Reference Plan 41R2179 & PT 1 on Reference Plan 41R2232, in the Town of TILLSONBURG, County of Oxford, Ontario (the “Subject Lands”); AND WHEREAS the Province is putting its new Climate Change Strategy into action by investing $20 million from the Ontario Green Investment Fund to support the build-out of a network of public electric vehicle charging stations (also referred to as “Electric Vehicle Supply Equipment” or “EVSE”); AND WHEREAS through the $20 million Electric Vehicle Chargers Ontario Program (the “EVCO”), a grant program, the Province is providing funding to support the development of EVSE to create a network of fast-charging EVSE in cities, along highways and at workplaces, apartments, condominiums, and public places across Ontario; AND WHEREAS the County has, under the EVCO, applied for funds to assist the County in carrying out a build-out of a network of public electric vehicle charging stations within the County of Oxford which supports the goals of the EVCO; THEREFORE the Council of the Town of Tillsonburg enacts as follows: 1. THAT the agreement attached hereto forms part of this by-law; 2. THAT the Mayor and Clerk be and are hereby authorized to execute the attached Partner Agreement with the County of Oxford. READ A FIRST AND SECOND TIME THIS 1st DAY OF MARCH 2018. READ A THIRD AND FINAL TIME AND PASSED THIS 1st DAY OF MARCH, 2018. _____________________________ Mayor – Stephen Molnar _____________________________ Town Clerk – Donna Wilson 357 1 PARTNER AGREEMENT THIS AGREEMENT, made in triplicate the 14th day of February 2018. BETWEEN: THE CORPORATION OF THE TOWN OF TILLSONBURG Of the First Part (Hereinafter called the “Partner”) AND COUNTY OF OXFORD Of the Second Part (Hereinafter called the “County”) WHEREAS the County has requested property access to support the build-out of a network of public electric vehicle charging stations in the County of Oxford on lands owned by the Partner described as LOT 947, PL 500, EXCEPT PT 1 on Reference Plan 41R2179 & PT 1 on Reference Plan 41R2232, in the Town of TILLSONBURG, County of Oxford, Ontario (the “Subject Lands”); AND WHEREAS the Province is putting its new Climate Change Strategy into action by investing $20 million from the Ontario Green Investment Fund to support the build-out of a network of public electric vehicle charging stations (also referred to as “Electric Vehicle Supply Equipment” or “EVSE”); AND WHEREAS through the $20 million Electric Vehicle Chargers Ontario Program (the “EVCO”), a grant program, the Province is providing funding to support the development of EVSE to create a network of fast-charging EVSE in cities, along highways and at workplaces, apartments, condominiums, and public places across Ontario; AND WHEREAS the County has, under the EVCO, applied for funds to assist the County in carrying out a build-out of a network of public electric vehicle charging stations within the County of Oxford which supports the goals of the EVCO; AND WHEREAS the Province agreed, subject to terms and conditions to be set out in a Transfer Payment Agreement, to financially contribute to the Project; AND WHEREAS Schedule H of the Transfer Payment Agreement, sets out the terms and conditions upon which the Province wishes Partner Agreements to be established for the Project; 358 2 NOW THEREFORE this Agreement witnesseth that in consideration of the permission granted by the Partner to the County, the covenants made to the Partner by the County, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, the parties agree and covenant as follows: RECITALS 1. The parties agree that the above recitals are true. ACCESS TO PARTNER LANDS BY COUNTY 2. The Partner hereby grants permission to the County, at the sole risk and expense of the County, to access and use the portion of the Subject Lands necessary to give effect to this Agreement, for the purpose and in the manner set out in this Agreement. The Partner and the County acknowledge and agree that the access to and use of the Subject Lands shall be subject to the terms and conditions contained herein. 3. Other than as specifically permitted herein, the County shall make no alterations or improvements to the Subject Lands. SCOPE OF PROJECT 4. The following constitutes the parties’ understanding of the purpose of this Agreement, and the word “Project” in this Agreement shall mean any or all of the following: a) The Province of Ontario, the County and the Partner wish for Electric Vehicle Chargers, which are charging stations where electric vehicles can be re-charged using the electrical grid, to be made available to the public. b) The County intends to install and maintain, at its sole risk and expense, Electric Vehicle Chargers and all equipment necessary for the operation of the Electric Vehicle Chargers, including any signs erected in association with the Electric Vehicle Chargers (the “Equipment”). 5. The Equipment specifications and project timeline shall be as set out in Schedule “A” to this Agreement. 6. The County intends that, once operational, the self-serve electrical vehicle charging services will be available to the public throughout the Term of this Agreement. 7. The County intends to charge fees to the public for the use of the services described above. 359 3 RESPONSIBILITY FOR CONSTRUCTION 8. The County agrees that all work done to carry out the Project shall be done at the County’s sole risk and expense. 9. The Partner shall have no obligation to contribute to the Project beyond maintaining the Subject Lands as described at paragraph 14, below. The Partner shall not be liable for any increased utilities costs or for any service upgrades as a result of the Project. 10. The County agrees that any fees charged to the public shall be at the rate set out in Schedule “A” to this Agreement. The collection of such fees shall be the sole responsibility of the County. 11. The County shall retain the fees it collects to offset the cost of operating the Equipment. 12. The County agrees to carry out the work associated with this Agreement in a way that preserves the value of the Subject Lands and any other Partner assets involved. RESPONSIBILITY FOR MAINTENANCE 13. The County shall be solely responsible for maintenance of the Equipment and shall maintain the Equipment in a good and safe state of repair and shall conduct regular safety inspections of the Equipment. 14. The Partner shall be solely responsible for maintaining the Subject Lands for use as a municipal parking lot and shall maintain the Subject Lands in accordance with the applicable maintenance standards. ACCESS BY PARTNER AND PUBLIC 15. The County shall not obstruct, hinder or interfere with the free access to the Subject Lands by any person acting on behalf of the Partner, including an employee, officer or agent of the Partner. 16. The County shall not obstruct, hinder or interfere with the free access to the Subject Lands by any member of the public except: (a) On a limited basis as required for the safety of the public during construction, maintenance or repair of the Equipment; or, (b) In an emergency, if the County determines that any portion of the Subject Lands is unsafe due to the Equipment, including malfunction of or damage to the Equipment. 360 4 INSURANCE 17. The County shall, at its own expense, maintain a minimum of $2 million in Municipal Liability insurance for its operation of the Project and the Partner shall be named as an additional insured. And that, the Partner shall, at its own expense, maintain a minimum of $2 million in Municipal Liability insurance for its Subject Lands. LIABILITY 18. The County shall be solely liable for and shall exonerate, indemnify and hold harmless the Partner and its directors, members of council, officers, employees and agents from and against any claim, fine, penalty, liability, damages, loss and judgments (including but not limited to, costs and expenses incidental thereto) (collectively “Claim”) caused by or resulting from: a) The County’s construction, installation, maintenance or repair of the Equipment; b) Any damage, disrepair or unsafe condition of the Equipment, however caused; c) The use of the Equipment by any member of the public; d) The County’s presence, actions or activities on the Subject Lands; e) The County’s collection of fees for the use of the Equipment; f) The County’s performance of its obligations under this Agreement, g) The County’s negligence or willful misconduct; or, h) The County’s breach of the terms of this Agreement. 19. The Partner shall be solely liable for and shall exonerate, indemnify and hold harmless the County and its directors, officers, employees and agents from and against any claim, fine, penalty, liability, damages, loss and judgments (including but not limited to, costs and expenses incidental thereto) (collectively “Claim”) caused by or resulting from: a) The maintenance, repair and condition of the Subject Lands as a municipal parking lot; b) The Partner’s presence, actions or activities on the Subject Lands; c) The Partner’s performance of its obligations under paragraph 14 of this Agreement, d) The Partner’s negligence or willful misconduct; or, e) The Partner’s breach of the terms of this Agreement. 20. The indemnity provided in paragraphs 18 and 19 shall survive this Agreement. 21. The Partner shall not be liable to the County for any damage to the Equipment, however caused. 361 5 TERM AND TERMINATION 22. Subject to earlier termination and other conditions as provided in this Agreement, this Agreement shall be effective on the date it is signed by both parties and shall continue for a period of 5 years (the “Term”). 23. Either party may terminate this Agreement on six months’ written notice for any reason whatsoever. 24. The parties acknowledge that the Project is made possible by provincial funding provided to the County through the County’s Transfer Agreement with the Province of Ontario. If at any time prior to the expiry of the Term the County ceases to receive provincial funding sufficient to continue the Project, the County may terminate this Agreement immediately upon provision of written notice to the Partner and such notice shall be deemed effective as soon as the Subject Lands have been restored as described in paragraph 25, below. 25. Upon the expiration of the term or the termination of the Agreement in accordance with paragraphs 23 or 24, the rights herein granted shall be immediately removed and the County shall remove the Equipment and restore the Subject Lands to the condition the Subject Lands were in prior to the date of this Agreement as directed by the Partner, acting reasonably, at the County’s sole expense. PARTNER’S RELATIONSHIP WITH PROVINCE 26. The Partner agrees that the County shall be entitled to represent the Partner in dealings with Her Majesty the Queen in Right of Ontario, solely for the purposes of the Project as described at paragraph 11. 27. The Partner agrees to be bound by the terms of Schedule H of the Transfer Payment Agreement between the County and Her Majesty the Queen in Right of Ontario, attached hereto as Schedule “B” to this Agreement. GENERAL 28. This Agreement and its Schedules constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, expressed or implied, collateral, statutory or otherwise between the parties, relating to the Subject Lands, except as provided in this Agreement. 29. Except as expressly provided in this Agreement, no amendment or waiver of this Agreement shall be binding unless executed in writing by the party to be bound. 362 6 No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver, even if similar in nature, unless otherwise expressly provided. 30. This Agreement shall be governed by and construed and interpreted in accordance with the Laws of the Province of Ontario and the Laws of Canada. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of Ontario with respect to any matter arising under or related to this Agreement. 31. This Agreement shall be read with such changes of gender and number as the context requires and all shall be construed to be several as well as joint. 32. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. 33. Neither party shall assign or transfer, in whole or in part, its rights under this Agreement to any third party without the written consent of the other party. 34. Any provision of this Agreement which requires a party to take any action shall be deemed to require that party to take that action at its own expense. 35. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. 36. Schedules “A” and “B” are hereby incorporated into and form part of this Agreement. IN WITNESS WHEREOF the Parties have duly executed this Agreement. THE CORPORATION OF THE TOWN OF TILLSONBURG ____________________ __________________________ Date of Signing Stephen Molnar, Mayor ____________________ __________________________ Date of Signing Donna Wilson, Town Clerk We have authority to bind the Corporation. 363 SCHEDULE “A” PROJECT DESCRIPTION AND CHARGING FEES Project Specific Description Location Level 2 EVSE OXF3 Broadway & Bridge Street, Tillsonburg, ON 2 EVSE Charging Fees OXF3 Broadway & Bridge Street, Tillsonburg, ON $2.00/hr Timelines Project Component Construction begins Station installation Construction ends Operational Date February 15, 2018 March 1, 2018 March 15, 2018 March 31, 2018 Level 2 EVSE Subject to Change Please note: Oxford County reserves the right to make changes listed to the rates above. Rate changes will be approved by Council through the Fees and Charges By-Law and will come into effect January 1 of each year. Partner Agreement – EVSE – Town of Tillsonburg Location ID Location Location ID 7 COUNTY OF OXFORD ____________________ __________________________ Date of Signing Peter M. Crockett, CAO ____________________ __________________________ Date of Signing Lynn S. Buchner, Director of Corporate Services We have authority to bind the Corporation. 364 THE CORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NUMBER 4177 BEING A BY-LAW to confirm the proceedings of Council at its meetings held on the 1st day of March, 2018 WHEREAS Section 5 (1) of the Municipal Act, 2001, as amended, provides that the powers of a municipal corporation shall be exercised by its council; AND WHEREAS Section 5 (3) of the Municipal Act, 2001, as amended, provides that municipal powers shall be exercised by by-law; AND WHEREAS it is deemed expedient that the proceedings of the Council of the Town of Tillsonburg at this meeting be confirmed and adopted by by-law; NOW THEREFORE THE MUNICIPAL COUNCIL OF THE CORPORATION OF THE TOWN OF TILLSONBURG ENACTS AS FOLLOWS: 1. All actions of the Council of The Corporation of the Town of Tillsonburg at its meeting held on March 1st 2018, with respect to every report, motion, by-law, or other action passed and taken by the Council, including the exercise of natural person powers, are hereby adopted, ratified and confirmed as if all such proceedings were expressly embodied in this or a separate by-law. 2. The Mayor and Clerk are authorized and directed to do all the things necessary to give effect to the action of the Council of The Corporation of the Town of Tillsonburg referred to in the preceding section. 3. The Mayor and the Clerk are authorized and directed to execute all documents necessary in that behalf and to affix thereto the seal of The Corporation of the Town of Tillsonburg. 4. This By-Law shall come into full force and effect on the day of passing. READ A FIRST AND SECOND TIME THIS 1st DAY OF MARCH, 2018. READ A THIRD AND FINAL TIME AND PASSED THIS 1ST DAY OF MARCH, 2018. _____________________________ MAYOR – Stephen Molnar ______________________________ TOWN CLERK – Donna Wilson 365