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2009-137 Memorandum of Understanding between the Township of Oro-Medonte, Township of Tay and Skyline International Development Inc.THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE By-Law No. 2009-137 Being a By-Law to Authorize the Execution of the Memorandum of Understanding Between the Township of Oro-Medonte, Township of Tay and Skyline International Development Inc. WHEREAS Section 8 of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that the a municipality has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS Section 9 (1) of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that Sections 8 and 11 shall be interpreted broadly so as to confer broad authority on municipalities; (a) to enable them to govern their affairs as they consider appropriate; and (b) to enhance their ability to respond to municipal issues; AND WHEREAS Section 20 (1) of the Municipal Act, 2001, S.O. 2001, c.25, as amended, provides that a municipality may enter into an agreement with one or more municipalities or local bodies, as defined in section 19, or a combination of both to jointly provide, for their joint benefit, any matter which all of them have the power to provide within their own boundaries; AND WHEREAS Section 224 of the Municipal Act, 2001, S.O. 2001, c.25, as amended, states that it is the role of Council to ensure that administrative practices and procedures are in place to implement the decisions of Council; AND WHEREAS the Council of the Corporation of the Township of Oro-Medonte deems it expedient to enter into the Memorandum of Understanding with the Township of Tay and Skyline International Development Inc. to provide a framework for establishing a public/private partnership that will enable the development of infrastructure; AND WHEREAS Council enacted Motion CW091007-18 authorizing the Township of Tay, Township of Oro-Medonte and Skyline International Development Inc. to enter into the Memorandum of Understanding; NOW THEREFORE the Council of the Township of Oro-Medonte hereby enacts as follows: 1. THAT the Mayor and Clerk be authorized to execute the Memorandum of Understanding attached hereto as Schedule "A" and forming part of this By- Law. 2. THAT the Memorandum of Understanding be effective until March 31, 2010 or as outlined in Section 10.2 of Schedule "A" attached hereto. 3. THAT this by-law shall take effect on the final passing thereof. BY-LAW READ A FIRST AND SECOND TIME THIS 14TH DAY OF OCTOBER, 2009. BY-LAW READ A THIRD TIME AND FINALLY PASSED THIS 14TH DAY OF OCTOBER, 2009. THE CORPORATJON OF THE TOWNSHIP OF ORO-MEDONTE Mayor, H.S. H J.os Irwin Developing the Georgian Valley Memorandum of Understanding Framework for Establishing a Public/Private Partnership that will Enable the Development of Public Infrastructure and Facilities for the Project (The "Agreement") Dated this 7t" day of October 2009 BETWEEN: THE MUNICIPALITY OF The Township of Tay (Hereinafter referred to as the "Tay") - And - THE MUNICIPALITY OF The Township of Oro-Medonte (Hereinafter referred to as "Oro-Medonte") -And- SKYLINE INTERNATIONAL 1NC- (Hereinafter referred to as "Skyline") Tay and Oro-Medonte may together be described as the "Two Municipalities" 1. Purpose The purpose of this Memorandum of Understanding is to ensure there is a continuous and cooperative working relationship between the Two Municipalities and Skyline. This Memorandum of Understanding is intended to facilitate the following: • Recognition by the Provincial and Federal governments to recognize Tay Township, Oro- Medonte, and Georgian Valley as a Tourism Destination. • Facilitate coordination and cooperation with the lower tier municipalities and the Provincial and Federal Agencies. • Secure funding to allow the timely development of the area, including public infrastructure and facilities that are vital elements of this Project. Memorandum of Understanding Page 2 of 7 This Memorandum of Understanding provides a framework for initiating a cooperative working relationship between the parties and commencing preliminary work in the launching of the Project, as outlined in the Short-Term Goals in Section 5. Among the key short-term goals for this phase of work will be to access government funding. 2. The Parties The following Two Municipalities and one private corporation agree in principle to work together and to cooperate for the purposes of pursuing funding opportunities to assist with the development of the Georgian Valley Project: Township of Tay 450 Park Street, PO Box 100 Victoria Harbour, ON LOK 2A0 Township of Oro-Medonte 148 Line 7 South, Box 100 Oro, ON LOL 2X0 Skyline International~~n~^ i k)c_ 154 University Avenue Suite 200 Toronto, ON M5H 3Y9 3. The Project Georgian Valley is a major tourism destination and economic development project, with a primary focus on new recreation and lifestyle opportunities that will attract new and existing residents and visitors. Combined developments at Port McNicoll in the Township of Tay, and Horseshoe Valley in the Township of Oro-Medonte, anchor the historic connection and are the two main attractions within the Georgian Valley project. These anchors are intended to spawn economic development in the two townships and Simcoe County through complimentary tourism and commercial businesses. This impact is additional to the projected economic impacts of the projects themselves. The development of the Georgian Valley will deliver very substantial benefits to both municipalities involved in this Project, and a host of other regional communities across the Georgian Bay area. These benefits will also accrue to Simcoe County, the Province of Ontario and Canada. The Project will provide significant short-term and long-term economic impact and growth as well as being a key component in pursuing the potential for far-reaching development of the Georgian Bay area as a world-class destination. Memorandum of Understanding Page 3 of 7 The Project as a global Tourism Destination set Port McNicoll and Horseshoe Valley apart from a typical residential and/or commercial development. It is for this reason that they require the cooperation of both Townships as well as the senior levels of Provincial and Federal government to provide support to allow them to take place. Support from senior levels of government will include the assistance necessary to the Townships to prepare for, and deal with these large scale projects. While a very significant amount of this assistance is typically in the form of funding for infrastructure, it will extend further to include assistance with regional tourism preparation programs, advertising, as well as community infrastructure that would otherwise be beyond the means driven by typical projected growth, in short, providing the means necessary to make these economic generators happen. 4. Uniqueness of Project Requires Private/Public Co-operation The Georgian Valley concept is a unique project that will develop major tourism destinations in two neighbouring municipalities, and deliver substantial economic benefits across the County and beyond. Projects of this magnitude need to involve both private and public sector in order to maximize the opportunities and benefits that can be realized. Projects of this magnitude, in terms of geographic scope, overall level of investment and requirements for public infrastructure, need to involve both private and public sector to maximize the opportunities and benefits that can be realized. This Project will contain both public & private elements: a. Municipal lands and facilities, i.e. roads, parks, buildings b. Municipally owned infrastructure, i.e. water, sewer c. Related facilities - other stakeholders, i.e. trails, buildings, etc., managed by other organizations d. Private lands and facilities - commercial and residential Extensive elements of land involved in the project development will remain in public hands, and some private lands may be deeded to the public, through the municipalities. The Project Master Plan identifies an extensive amount of tourism, culture and open space that will contribute greatly to the quality of lifestyle of the communities, in a significantly different fashion than any other developments within the municipalities. The Georgian Valley Project also involves two municipal governments, each with distinct needs to be addressed, but with common interests, particularly in relation to the substantial opportunities and benefits that can be realized through a joint and coordinated approach. Memorandum of Understanding Page 4 of 7 5. Short-Term Project Goals and Obeectives The initial goals and objectives over the next 3-6 months would be the following: ➢ Establish the Project Committee(s). The Project Committee is anticipated to be comprised of staff from the two municipalities, designated members of Council, the Project Coordinator and Skyline. ➢ The Project Coordinator serving on the Project Committee will be hired by the Township of Oro-Medonte, and will be funded through a joint initiative between the two municipalities and others with the assistance of the Ministry of Tourism. ➢ Begin immediate dialogue with senior levels of government regarding funding opportunities ➢ Begin immediate dialogue with senior levels of government regarding co-ordination between various levels of government ➢ Source and engage Government Agencies and Private Partners that can assist the Committee with the Project and establish working relationship with the Committee ➢ Finalize Project Plan Summary document for public agencies ➢ Identify sources for medium and longer-term funding At the end of this Preliminary Phase, the Municipalities will be in a position to make decisions on proceeding with the next phases of the Project, in conjunction with committed partners and realistic funding opportunities. 6. General Contributions of Each of the Parties Private Sector (Skyline) Will: a. Continue to refine the Concept Master Plan for the Project, in consultation with the Project Committee, toward a public planning process. b. Provide Technical Project Management for the physical development of the Georgian Valley, as approved. c. In consultation with the municipalities, work toward identifying the required infrastructure to allow the project to move forward in a timely manner. d. Provide funding support for the consultant identified in Section 7. Municipalities Will: a) In consultation with Skyline, work toward identifying the required infrastructure to allow the project to move forward in a timely manner. b) Provide funding support for the consultant identified in Section 7. c) Working with the Project Coordinator and with Skyline, provide technical assistance to determine the needs of the Project d) Involve elected officials in Georgian Valley Project Committee(s), and outreach to public and senior levels of government 7. Retaining Expert Resources The Parties (being Township of Tay, Township of Oro-Medonte, and Skyline) agree to retain OEB Enterprise to provide the expert resources to further the development of the Project. In particular, OEB Enterprise will deal with the following for all Parties: Memorandum of Understanding Page 5 of 7 a. Identifying/accessing senior government funding and provide a written monthly Report to the Parties detailing the activities undertaken, Ministries contacted and other information as required. b. Co-ordination of Government relations - multiple levels c. Liaise with Project Committee, particularly with a view to the strategic planning of the project in identifying sources of infrastructure funding. OEB Enterprise shall be retained by Skyline on a monthly basis, effective as of mid-October, 2009. OEB Enterprise will begin immediately to pursue funding opportunities through Simcoe County and the Provincial and Federal levels of government. 8. Fees and Reimbursable expenses: 8.1 Fees a. The costs of retaining OEB Enterprises commencing October 15, 2009 will be split equally between the three parties, provided that neither of the municipalities shall be required to contribute more than $30,000 inclusive of applicable taxes and expenses. 8.2 Invoicing and Payment a. The Township of Tay and the Township of Oro-Medonte agree that they will each reimburse Skyline one third of the costs of the monthly invoices provided by OEB Enterprises. Invoices must be sufficiently detailed to substantiate fee and expense reimbursements and furthermore be supported by a comprehensive status report outlining actions taken and accomplishment relating to the project goals and objectives. 9 Miscellaneous a. Nothing in this Agreement derogates from, or interferes with or fetters the exercise by the Municipalities of all of its rights and responsibilities as a municipality, or imposes any obligations on the Municipalities, in its role as a municipality, and the Municipalities shall not be prevented from or prejudiced in carrying out its statutory rights and responsibilities, including (whether discretionary or mandatory) rights and responsibilities. Nothing contained in this Agreement derogates from or interferes with or fetters the exercise by the Municipalities' officers, employees, agents, representatives or elected and appointed officials of all of their rights and responsibilities, or imposes any obligations on the Municipalities' officers. b. Nothing contained in this Agreement shall derogate from the obligations and the rights of the Municipalities as a planning authority pursuant to the Planning Act, including obligations of the parties complying with all other Municipalities policies and by-laws in effect from time to time with respect to any matter whatsoever. c. The parties acknowledge that all information, documents and correspondence provided to the Municipalities in connection with this Agreement will become the property of the Municipalities, subject to the Municipal Freedom of Information and Protection of Privacy Act (Ontario) as amended ("MFIPPA") and subject to any other obligations of the Municipalities to disclose information in its possession or control. Memorandum of Understanding Page 6 of 7 d. Except as expressly provided for above, the parties expressly disclaim any intention to create a partnership or joint venture or to constitute the other party as its agent. Nothing in this Agreement shall constitute the parties partners or joint ventures, nor constitute one party the agent of the other party. e. No waiver of any provision of this Agreement is binding unless it is in writing and signed by the parties to this Agreement, except that any provision which does not give rights or benefits to particular parties may be waived in writing, signed only by the party which has rights under, or holds the benefit of, the provision being waived if that party promptly sends a copy of the executed waiver to the other party. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision. f. Each party will promptly execute and deliver all further documents and take all further action reasonably necessary or appropriate to give effect to the provisions and intent of this Agreement and to complete the matters contemplated by this Agreement. g. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled. h. No amendment, supplement, restatement or termination of any provision of this Agreement is binding unless it is in writing and signed by each party to this Agreement at the time of the amendment, supplement, restatement or termination. This Agreement ensures to the benefit of and binds the parties and their respective successors and permitted assigns. 10 Terms and Termination 10.1 Term a) The terms of the agreement and the provisions relating to the parties and the performance of their obligations terminate March 31, 2010 (The Term) 10.2 Termination a) It is agreed that each of the municipalities/parties have a right to terminate this agreement, upon providing 20 business days advance written notice, should circumstances arise which indicate to one or both of the municipalities, in their sole judgement and discretion that the efforts and progress are unlikely to achieve the project goals and objectives. b) Compensation on Termination In the event of termination, pursuant to Section 8 above, the parties agree that the OEB Enterprises shall be compensated within 20 business days from the date that an invoice is rendered for all services performed to termination date, together with reimbursable expenses then due, less any amounts relating to any losses incurred by the Townships in relation to such termination.