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2010-015 Agreement Establish MSC (Lake Simcoe Regional Airport)THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE BY -LAW NO. 2010 -015 A By -law to Authorize the Execution of an Agreement between The Corporation of the Township of Oro - Medonte and The Corporation of the City of Barrie for the establishment of a Municipal Services Corporation (Lake Simcoe Regional Airport) And to Repeal By -law Nos. 2002 -060 and 2002 -061 WHEREAS the City of Barrie and the Township of Oro - Medonte are members of the existing non -share capital corporation incorporated under the Corporations Act (Ontario) under the name "Lake Simcoe Regional Airport" ( "LSRA" ); AND WHEREAS the LSRA manages and operates a regional airport ( "Airport ") capable of handling a broad range of aircraft, including helicopters and commercial jet aircraft; AND WHEREAS the City of Barrie, the Township of Oro - Medonte and the City of Orillia previously entered into an agreement made the 10th day of June, 2002 (the "Old Agreement ") in relation to the management, operation and governance of the Airport; AND WHEREAS section 203(1) of the Municipal Act, 2001 (Ontario) and Ontario Regulation 599/06 (as amended by Amended Ontario Regulation 371/07) permits the establishment of a new corporation ( "Newco ") formed under the Business Corporations Act (Ontario) ( "OBCK) and designated as a "municipal services corporation "; AND WHEREAS the proposed name of Newco is the "Lake Simcoe Regional Airport Inc. "; AND WHEREAS as required by the Municipal Act, 2001 (Ontario) and related Regulations in connection with forming a "municipal services corporation ", the Township of Oro - Medonte will be required to (i) prepare a "Business Case Study" in respect to Airport and the proposed transfer of its assets and liabilities to Newco (as per Section 6 of the Regulations), (ii) hold "public consultations" with the public about the proposal to establish Newco (as per Section 8 of the Regulations) and (iii) adopt and maintain an asset transfer policy ( "Asset Transfer Policy ") in respect to transfers to corporations (as per Section 7 of the Regulations), AND WHEREAS the City of Barrie and the Township of Oro - Medonte propose to enter into a new agreement (the "New Agreement "), in substitution and replacement of the Old Agreement, in respect to, among other matters, (i) the operation, management and improvement of the Airport in the name of Newco and (ii) the governance of Newco by its shareholders thereof; NOW THEREFORE the Council of the Township of Oro - Medonte hereby enacts as follows: 1. That the Mayor and the Clerk are hereby authorized to execute, on behalf of the Township of Oro- Medonte, the Lake Simcoe Regional Airport Agreement, a copy of which is attached hereto and forms part of this By -law as Appendix "A ". 2. This by -law shall take effect on the final passing thereof. BY -LAW READ A FIRST AND SECOND TIME THIS 10TH DAY OF MARCH, 2010. BY -LAW READ A THIRD TIME AND FINALLY PASSED THIS 10TH DAY OF MARCH, 2010. THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE Mayor, H.S. H ghes Clerk. J. 13­6ualag Irwin Appendix "A" - Township of Oro - Medonte By -law No. 2010 -015 LAKE SIMCOE REGIONAL AIRPORT AGREEMENT This AGREEMENT made this 0 day of M , 2010. BETWEEN: THE CORPORATION OF THE CITY OF BARRIE (hereinafter called "Barrie ") OF THE FIRST PART - and - THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE (hereinafter called "Oro - Medonte ") OF THE SECOND PART - and — LAKE SIMCOE REGIONAL AIRPORT INC. (hereinafter called the "Corporation ") OF THE THIRD PART WHEREAS Barrie and Oro - Medonte are the only members of the non -share capital corporation incorporated under the Corporations Act (Ontario) under the name "Lake Simcoe Regional Airport" ("LSRA'): AND WHEREAS the LSRA manages and operates an airport (the "Airport ") capable of handling a broad range of aircraft, including helicopters and commercial jet aircraft; AND WHEREAS the LSRA has, heretofore, been administered by the Lake Simcoe Regional Airport Commission ( "Commission "); AND WHEREAS Barrie and Oro - Medonte have now agreed to transfer the assets, liabilities and undertakings associated with the Airport and the LSRA, to the Corporation, a company formed under the Business Corporations Act (Ontario) and designated as a "municipal services corporation" under the Municipal Act, 2001 (Ontario) and the regulations thereunder; AND WHEREAS Barrie and Oro - Medonte are sometimes referred to herein as the "Parties" or the "Shareholders "; AND WHEREAS THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements herein contained and expressed, the Parties hereto covenant and agree as follows: 1.0 PRIOR AGREEMENTS 1.01 All prior agreements relating to the LSRA and /or the Commission, as between Barrie and Oro - Medonte, are hereby terminated. 2.0 REPRESENTATIONS AND COVENANTS 2.01 The Airport consists of an aerodrome located on those lands described in Schedules A and B hereto (the "Airport Lands "). 2.02 Effective with the transfer of the assets and liabilities associated with the Airport and the LSRA, the Corporation shall now manage, operate, maintain and improve the Airport, all as more detailed herein. 2.03 The Parties hereto covenant and agree that the Airport shall be maintained and operated in compliance with the applicable federal, provincial and municipal requirements as they are in force from time to time. For greater certainty, the Parties hereto agree that any development at the Airport including airport- related commercial development, will be subject to the by -laws and regulations of Oro - Medonte or any successor thereto, including, without limiting the generality of the foregoing, zoning, site plan control and building by -laws and regulations. 3.0 BOARD OF DIRECTORS: 3.01 The Parties hereto agree that the board of directors (the "Board ") of the Corporation shall, until otherwise agreed by the Parties, consist of seven (7) members and furthermore, that five (5) members of the Board shall be appointed by Barrie and two (2) members of the Board shall be appointed by Oro - Medonte. Appendix "A" - Township of Oro - Medonte By -law No. 2010 -015 Appointments 3.02 Subject to section 3.05 herein, the Board nominees are to be appointed by each Party's respective municipal council ( "Council ") to serve at the pleasure of the appointing Council and to represent the Parties hereto. 3.03 Subject to the discretion of each respective appointing Council to replace their representative nominee(s) at any time, the Council's of each Party shall endeavour to make their appointments to the Board on a rotating basis for a term of two (2) years. Vacancy 3.04 In the event of a vacancy occurring to a Board seat, the Council with the vacant position shall appoint a new representative member to fill that vacancy forthwith, but only for such length of time necessary to enable the new representative member to complete the term of the previous representative member. Re- Appointment 3.05 Notwithstanding section 3.02 above, each representative member may be eligible for reappointment provided that no representative member shall serve for more than three (3) consecutive terms. President, Vice - President and Secretary- Treasurer 3.06 The positions of the offices of the President, Vice - President and Secretary - Treasurer shall be elected by the Board annually. Initially, legal representatives from Barrie and Oro - Medonte will be Co- Presidents to faciliate the election of the President, Vice - President and the Secretary- Treasurer. All officers shall be appointed at the pleasure of the Board. Sub-Committee(s) 3.07 The Board may, from time to time, require that an ad hoc committee(s) be struck to investigate and report on a certain matter to the Board and such committee shall be appointed by the President. Quorum 3.08 A quorum of the Board shall consist of four (4) members provided that one (1) member in attendance is from Oro - Medonte. In the event that a quorum of the Board is not present due to the absence of a nominee of Oro - Medonte, such meeting shall be adjourned for seven (7) days and, if at such reconvened meeting, a nominee of Oro - Medonte is still not present, a quorum for such meeting shall nonetheless exist if any four (4) members are in attendance. The Chairman of the Board shall not have a casting vote in the event of a deadlocked item. A quorum of shareholders shall exist when holders of common shares representing at least sixty percent (60 %) of the common shares of the Corporation are in attendance for a duly convened meeting of Shareholders. In lieu of a meeting, the Board and the Shareholders may pass a resolution by a written instrument executed by all directors or Shareholders, as the case may be. Entrust LSRA 3.09 Upon execution of management of the Agreement. 4.0 FINANCIAL MATTERS Apportionment Percentage this Agreement, the Parties shall entrust the overall Airport to the Board for the benefit of the Parties to this 4.01 The Parties agree that all monies contributed for the maintenance, operation, capital or borrowing charges attributed to the Corporation shall be on an apportioned percentage basis as follows: Barrie — 80 %; Oro - Medonte — 20 %. This percentage is to be applied to the budgeted costs (costs after applying all sources of operating revenue other than municipal contributions or other contributions in section 5.03 of this Agreement) to determine the dollar contribution required by each Party. Appendix "A" - Township of Oro - Medonte By -law No. 2010 -015 Maintenance and Operational Monies 4.02 The Parties agree that monies required for the maintenance and operation of the Corporation /Airport, as may be required and determined by the Board, shall be requested of the Parties, on an annual budgetary basis, for their respective Council approval. Where a Party of Parties do not approve the amount as required in section 5.01 herein, the Corporation may proceed at the previous year's agreed upon amount for the maintenance and operation of the Corporation until such time as a resolution is reached, in accordance with Section 13.0 herein. Capital Monies 4.03 Subject to the requirements in section 5.0 of this Agreement, the Parties agree that monies required for capital expenditures, as may be required and determined by the Board, shall be requested of the Parties, on an annual budgetary basis, for their respective Council approval. In the event of any disagreement regarding same, the Parties will submit the matter for dispute settlement in accordance with section12.0 herein. In the interim, the Corporation will not proceed with the portion of the capital expenditure under dispute. Borrowed Monies 4.04 The Parties agree that the Corporation, with the consent of the Parties hereto, may borrow such amounts of monies as approved by the Parties for future development of the Airport. Percentage Payments and Allocation 4.05 The Parties agree that the payments requested of each Party in section 4.02, section 4.03 and section 4.04 shall be calculated in accordance with the percentage allocations outlined in section 4.01. 4.06 The Parties agree that debt obligations incurred for borrowed monies as permitted in section 4.04 shall, for the purpose of calculating each Party's contribution or liability, be allocated among the Parties in accordance with the percentage allocations outlines in section 4.01. 5.0 FINANCIAL MANAGEMENT Budget 5.01 The Board is entrusted with the financial management of the Airport as hereinbefore provided and shall have the further right and be responsible to oversee management of the Corporation prepare budgets, (operational, capital and including reserve transfers) on an annual calendar year basis for the approval of each of the Parties on or before November 1 of each year. 5.02 It is understood and agreed that any Party may return the budget to the Board for explanation or review. Special Reserve Accounts 5.03 The Corporation is hereby entitled to receive contributions or donations from third parties to be applied for specific operating or capital expenditures. For such purposes, the Corporation shall be entitled to establish and maintain separate operating and capital reserve account(s) and to direct such contributions to the account(s). Such contributions shall not be applied to the budgeted amounts calculated in accordance with s.4.0 and s.5.0 of this Agreement. Appendix "A" - Township of Oro - Medonte By -law No. 2010 -015 Invoicing 5.04 The Corporation may invoice each Party for their share of the annual operating and capital budget, such invoiced amounts due and payable by each Party in accordance with the following priorities: Operating (a) 50% of the amount of the previous year's share to be invoiced bX December 15th. This amount shall be due and payable on January 15t of the following calendar year; (b) 50% of such Party's share of the approved budget for the current calendar year calculated and invoiced by June 1St. This amount shall be due and payable on June 30th of that year; Capital (c) the capital requisition to be invoiced 15 days after the approval of both Parties. Financial Statements: 5.05 The Board shall oversee the preparation of audited financial statements for the Corporation for the fiscal period ended December 31 in each year and such audited statements must be provided to each Party by no later than March 31St of the same year in which the statement is prepared. 5.06 Unless changed by resolution of the Shareholders, the auditors of the Corporations shall be BDO Dunwoody LLP. Default 5.07 (a) In the event of any Party defaulting on a payment as set out in s.5.04 (a), (b), and (c), the Corporation may recover the payment, with interest to be charged to the defaulting Party on the unpaid portion of its apportionment remaining after the effective due dates in any year, at the rate the Corporation would be required to borrow money at the relevant time whether or not the Corporation is actually required to borrow such money. Upon default, the defaulting Party shall not be entitled to exercise their management rights pursuant to this Agreement, for the period of default. (b) Where any Party is in default of their payment obligations in s.5.04 herein, and such defaulted payment and interest is at least equal to the Party's respective initial contribution to the Corporation, then any non - defaulting Party may terminate the defaulting Party's participation and rights under this Agreement, upon ninety (90) days' written notice. (c) The Parties hereby agree that, in the event of default and notice under s.5.07 (b), the defaulting Party has no further right or remedy against the other party or the Corporation. (d) In the event of default, the Corporation may proceed with the approved budget expenditures for one additional fiscal year, in accordance with the approved budget. (e) Any failure by the Corporation or of any non - defaulting Party to exercise their remedies pursuant to this Agreement is deemed no to be a waiver of any rights it has under this Agreement. Insurance: 5.08 The Corporation shall be required to maintain adequate and up -to -date liability insurance. Available Grants, Etc. 5.09 The Corporation and its Shareholders shall take all steps necessary to obtain revenues and required funding including all applications to obtain grants for the development, operation and maintenance of the Airport from any source. Appendix "A" - Township of Oro - Medonte By -law No. 2010 -015 Revenue Accountability 5.10 The Corporation will ensure that the amount of such grants are accounted for in the Budget from year to year along with any other revenues obtained by the Corporation. Leasing 5.11 In the interest of generating revenue, the Corporation is authorized to lease any property or space under the control of the Corporation but not deemed for airport - related purposes, for a period not to exceed twenty -one (21) years less on (1) day. The Parties agree that the proceeds from any such lease shall remain with the Corporation to be applied against the annual operating, maintenance and improvement costs of the Corporation. Such lease proceeds will be accounted for in the annual budget. Expenditure Controls 5.12 Except as provided in s.5.07(d), the Corporation shall only have the right to make expenditures in accordance with the current budget authorized by the Parties hereto, and to ensure that the Corporation shall not without the prior consent of the Parties hereto, spend any monies that have not been authorized in the current budget. Expenditures 5.13 Each Party is required to submit to the Corporation an invoice for any Airport expenses for approval and payment. Taxes 5.14 In the event that Barrie is subject to taxes on its ownership of the Airport lands in the Township of Oro - Medonte, then Oro - Medonte shall refund to the Corporation that portion of the aforementioned taxes not attributable to the assessment for any school board or Country purposes. This provision shall not apply to lessees of occupied space assessed as taxable. Airport General Manager 5.15 The Corporation shall appoint an Airport General Manager who shall be the recording secretary for the Corporation with responsibility for the day -to -day management, operation and maintenance of the Airport, and for recommending improvements of the Airport to the Corporation. Secretary- Treasurer 5.16 Subject to the requirement for audited financial statements in s.5.05 herein, the Secretary- Treasurer may, but is not obligated, to utilize the services of the City of Barrie Treasury Department on a cost recovery basis to provide accounting services for the Corporation. 6.0 ADMINISTRATION AND VETO RIGHTS: Rules and Regulations 6.01 The Corporation may establish by -laws not inconsistent with the provisions of their Agreement for the conduct of its meetings and for the management of the Corporation and the furtherance of the projects authorized hereunder. 6.02 The Corporation may also make recommendations to the Shareholders for the construction of additional buildings or facilities, as the same may be from time to time required or desirable to achieve the goals of the Corporation. 6.03 In the interest of expediency or safety, the Corporation may recommend to the Shareholders the acquisition and /or provision of such navigational aids or aeronautical devices as many required by the Aeronautics Act (Canada) and /or the Regulations promulgated thereunder. 6.04 The Corporation, acting through its Board, shall ensure that air safety is the primary operational goal of the Airport. 6.05 The Corporation shall be responsible for all public relations regarding the Airport. Appendix "N'- Township of Oro - Medonte By -law No. 2010 -015 6.06 The Corporation shall market the Airport in accordance with good promotional strategies. 6.07 Subject to the provisions of s.5.11 and s.8.0 of this Agreement, the Corporation may call for proposals and /or tenders from an appropriate person(s) with a view to entering into contractual agreements with the Corporation and /or the Shareholders, where applicable, to provide for the development, operation, maintenance and improvement of the Airport and, without limiting the generality of the foregoing, to provide for necessary leasing or sale arrangements with any person. 6.08 At all times the Corporation shall conduct its business in accordance with good business practices. 6.09 Notwithstanding any other provision in this Agreement to the contrary, each Party's respective Council must approve: 1. each annual budget; 2. each annual business plan; 3. any admission of a new shareholder(s); 4. the appointment of each Party's respective director(s) to the Board; and 5. any amendment to this Agreement. 7.0 OWNERSHIP OF LANDS: Ownership 7.01 The Parties acknowledge and agree that Barrie holds, and shall continue to hold, title to the Airport Lands described in Schedules "A" and "B" in trust for the Parties to this Agreement and that any sale or other disposition of such lands will be in accordance with s.8.0 and s.12.01. 8.0 DISPOSITION OF AIRPORT LANDS: 8.01 The Parties agree that none of the Airport Lands described in Schedule "A" or "B" of this Agreement or any lands subsequently purchased for the Corporation shall be disposed of except on the approval of the Shareholders and subject to the approval of Transport Canada (if required). 8.02 If any Airport Lands described in Schedules "A" and "B" to this Agreement should be disposed of, the Shareholders shall, unless the Shareholders otherwise agree to direct some or all or the proceeds of dispostion of the Airport Lands to be given to the Corporation for its working capital needs, share in the proceeds in the following manner: (i) Barrie 80% (ii) Oro - Medonte 20% 8.03 If any Airport Lands are sold, the purchaser(s) of such Airport Lands must comply with all applicable laws in place at the time of sale including, without limitation, all zoning, site planning and environmental rules and regulations then in force. 9.0 ORO- MEDONTE BY- LAW(S): 9.01 Oro - Medonte agrees to consider the passing of a by- law(s) to effect any changes to their Zoning By -laws or Official Plan necessary to give effect to the foregoing intentions of the Parties and in order to comply with the Aeronautics Act (Canada) and the Regulations promulgated thereunder. 10.0 NEW SHAREHOLDERS 10.01 The Parties agree that in the event another municipality wishes to become a Party to the within Agreement, it shall apply in writing to the Corporation and acceptance shall be subject to the approval of the Parties to this Agreement, upon such terms as agreed to by the Parties. Appendix "A" - Township of Oro - Medonte By -law No. 2010 -015 11.0 WITHDRAWAL FROM AGREEMENT: 11.01 A Party to this Agreement may, upon delivery of one year's written notice to the office of the clerk of every other Party and to the Secretary/Treasurer of the Corporation, withdraw from this Agreement. In the event of such withdrawal, any and all funds paid, or authorized to be paid, under s.4.01 of this Agreement shall remain with or be paid to the Corporation. 12.0 DISPUTE SETTLEMENT MECHANISM: 12.01 The Parties agree that if any dispute arises in connection with any of the provisions herein contained among any of the Parties hereto that cannot be resolved by negotiation, such dispute shall be referred to mediation for mandatory Alternative Dispute Resolution, and a Mediator shall be selected from the list of approved Mediators of the Superior Court of Justice, County of Simcoe, and such mediation is to take place within thirty (30) days of such referral. Any dispute among the Parties which cannot be resolved by such mediation shall, only with the consent of the Parties, be submitted to arbitration pursuant to the Arbitration Act (Ontario). 13.0 DISSOLUTION OF CORPORATION: 13.01 Where all Shareholders agree by resolution, the Corporation may be dissolved. Upon dissolution, the proceeds of the disposition of all Airport Lands shall be in accordance with s.8.02 herein and other assets of the Corporation shall be distributed amongst the Parties hereto in accordance with the proportions set out in s.4.01 of this Agreement. Any disposal of the Airport Lands and assets of the Corporation, in a circumstance of dissolution, shall be in accordance with the federal Financial Assistance Agreement between The Oro - Barrie - Orillia Airport Commission and Her Majesty the Queen in Right of Canada (Ministry of Transportation) dated December 23, 1991. 14.0 REVIEW AND AMENDMENTS: 14.01 The Parties agree that they will review this Agreement every three years. The Agreement may be reviewed in the interim period, at the request of any Party. Any amendment to this Agreement shall be made only with the consent of all Parties and any such amendment(s) shall be in writing. 15.0 SIGNATURE TO THE AGREEMENT: 15.01 IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed and sealed under the hands of their proper officers. 15.02 This duly authorized Agreement shall come into effect the ltn day of f` Q1 &41 2010. THE CORPORATIO40F THE CITY OF BARRIE MAYOR — Dave s den ­aia Gin all U---- U �� %�L, V U & , " CLERK — Dawn A. McAlpine THE CORPORATION OF THE TOWNSHIP OF ORO- MEDONTE YOR — H.S. Iii mhes Authorized by: City of Barrie By -law No.: Township of Oro - Medonte By -law No.: 2010 -015 5822588.8 Appendix "A" - Township of Oro - Medonte By -law No. 2010 -015 SCHEDULE "A" TO LAKE SIMCOE REGIONAL AIRPORT AGREEMENT PROPERTY PURCHASED FOR AIRPORT SITE: The following property has been purchased for the construction of the Airport: (a) Vicic property East Half Lot 17 and Pt. East Half Lot 18, Concession 7, Township of Oro, County of Simcoe —150 acres ± (b) Buchan Oil Limited Pt. East Half Lot 18, Concession 7, Township of Oro, County of Simcoe — 50 acres ± (c) Marten property East Half Lot 19, Concession 7, Township of Oro, County of Simcoe —100 acres ± (d) Cumming property Pt. West Half Lot 18, Concession 7, Township of Oro, County of Simcoe — 94.8 acres ± (e) Beer property East Half Lot 17, Concession 6, Township of Oro, County of Simcoe —100 acres ± (f) Mortson property Pt. West Half Lot 17 and Pt. East Half Lot 18, Concession 6, Township of Oro, County of Simcoe — 45 acres ± (g) City of Barrie property Pt. West Half Lot 17, Concession 7, Township of Oro, County of Simcoe — 5.6 acres Appendix "A" - Township of Oro - Medonte By -law No. 2010 -015 SCHEDULE "B" TO LAKE SIMCOE REGIONAL AIRPORT AGREEMENT The following property has been purchased for the construction of the Airport: (a) Kuch property Pt. West Half Lot 17, Concession 6, Township of Oro, County of Simcoe —11.0 acres ± THE TOTAL NUMBER OF ACRES PURCHASED AS NOTED ON SCHEDULE "A" & "B" IS 556.4± ACRES