Government Notices — Other

her majesty the queen in right of ontario

- and –

mississaugas of scugog island first nation

- and -

ontario lottery and gaming corporation

Revenue Share Agreement Respecting the Great Blue Heron Casino

September 8, 2016

this agreement made as of the 8 day of September, 2016

among :

her majesty the queen in right of ontario, as represented by the Minister of Finance

(hereinafter referred to as the “Province”)

- and -

mississaugas of scugog island first nation,

Indian Band No. 140

(hereinafter referred to as the “First Nation”)

- and -

ontario lottery and gaming corporation,

(hereinafter referred to as “OLG”)

whereas:

1. It is the position of the Mississaugas of Scugog Island First Nation that, as Anishinabek people, they have authority and jurisdiction over gaming within their Reserve Lands pursuant to their existing aboriginal and treaty rights, as the term is known under section 35 of the Constitution Act, 1982.
2. As reflected in the August 2015 Political Accord, First Nations, as represented by the Chiefs-in-Assembly, and the Province each express a political commitment to guide a positive working relationship. The Province recognizes that First Nations have an inherent right to self-government and that the relationship between the Province and the First Nations must be based upon respect for this right. An inherent right to self-government may be given legal effect by specific rights recognized an affirmed by section 35 of the Constitution Act, 1982, or through negotiated agreements and legislation.
3. In 1993, the First Nation approached the Province for the right to control gaming on its Reserve Lands as a means by which the First Nation could finance its self-reliance and support the First Nation’s economic, cultural and social development.
4. The Province and the First Nation entered into an agreement dated June 29, 1993 and the First Nation and the Province agreed to amendments of that agreement dated September 19, 1994, January 17, 1997, March 10, 2000 and May 19, 2010 (hereinafter referred to as the “1993 Agreement”).
5. As originally acknowledged in the 1993 Agreement, and more recently provided for in the August, 2015 Political Accord, the Province and the First Nation wish to continue the government-to-government relationship and wish to continue to provide a means by which the First Nation will finance its self-reliance and its economic, cultural, and social development, as set out in this Agreement.
6. Baagwating Community Association (“BCA”), a federally incorporated not-for-profit charitable entity formed by the members of the First Nation, has since 1997 pursuant to a license issued by the MSIFN Lottery Licensing Authority and 207(1)(b) of the Criminal Code of Canada Conducted and Managed Live Table Games at the Great Blue Heron.
7. Since 1997, the Great Blue Heron Gaming Company (“GBHGC”) has operated, pursuant to the Charitable Casino Operating Agreement, dated February 1, 1996, between BCA and GBHGC, as amended by an amending agreement between the said parties dated June 15, 1996, the charitable gaming facilities, and such agreement has been further amended, modified or supplemented from time to time up to and including by the Operating Agreement Extension between BCA, the First Nation and GBHGC, dated as of October 1, 2012; such that, GBHGC has since 1997 operated Live Table Games at the Great Blue Heron facility, together with all related parking improvements, food and beverage businesses, shuttle and bus services, amenities and any other businesses that are integrated, physically or operationally, into the activities at the Great Blue Heron.
8. Since 2000, OLG has Conducted and Managed Electronic Games at the Great Blue Heron pursuant to 207(1)(a) of the Criminal Code of Canada and the Ontario Lottery and Gaming Corporation Act, 1999, and the regulations made thereunder, as the same may have been modified amended or replaced from time to time ,and pursuant to the Development and Operating Agreement dated July 26, 1999, and extended by letter agreements dated June 2013 and June 12, 2015, between the First Nation, BCA, GBHGC, CAI Ontario Inc. (by its predecessor, Great Blue Heron Gaming Inc.) and OLG (by its predecessor, Ontario Casino Corporation).
9. Under the Development and Operating Agreement, dated July 26, 1999, the First Nation covenanted to not amend, modify, supplement or terminate the 1993 Agreement without the prior written consent of OLG.
10. In 2012, OLG issued its Strategic Business Review/Advice to Government entitled, “Modernizing Lottery and Gaming in Ontario” and approved by the Province as set out in Modernizing Land Based Gaming in Ontario (the “Modernization Plan”).
11. To enable the Great Blue Heron to be incorporated into the GTA RFP and the Modernization Plan, the Parties seek to change the manner in which the Live Table Games at the Great Blue Heron are Conducted and Managed so that OLG Conducts and Manages the Live Table Games, in addition to the Electronic Games, all in accordance with section 207(1)(a) of the Criminal Code of Canada.
12. OLG, as an agent of the Province, is willing to Conduct and Manage the Live Table Games and Electronic Games at the Great Blue Heron under section 207(1)(a) of the Criminal Code of Canada.
13. The Province and the First Nation intend that the Great Blue Heron continue to operate and be commercially viable.
14. Pursuant to the 1993 Agreement, the First Nation has an interest in the Live Table Games proceeds at the Great Blue Heron, and the Province and the First Nation intend to enter into the revenue sharing arrangement set out in this Agreement as a continuing expression of that interest.

now therefore, in consideration of the respective covenants, agreements, representations and warranties herein contained, and other good valuable consideration, the Parties hereby agree as follows:

1. Article 1 Interpretation

   1. Definitions

      As used here, including the recitals and schedules hereto, the following terms shall have the respective meanings indicated below:

      “Agreement”

      means this agreement and all schedules attached to this agreement, in each case as they may be amended or supplemented from time to time, and the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this agreement; and unless otherwise indicated, references to Articles, sections and Schedules are to Articles, sections and Schedules in this agreement.

      “AGCO”

      means the Alcohol and Gaming Commission of Ontario established pursuant to the Alcohol and Gaming Regulation and Public Protection Act, 1996, S.O. 1996, c. 26, Sched., and the regulations made thereunder, as the same may be modified, amended or replaced from time to time.

      “Annual RSP Quarterly Payment”

      has the meaning ascribed thereto in section 3.5.

      “Applicable Laws”

      means the statutes, regulations and common law of the Province and the federal statutes, regulations and common law of Canada applicable therein and, for greater certainty, includes the constitutional law of Canada, and where applicable on Reserve Lands, the laws enacted by the First Nation.

      “Arbitrator”

      has the meaning ascribed thereto in Schedule 1.

      “Asset Purchase Agreement”

      means that certain asset purchase agreement between OLG and BCA.

      “Audited GBH Gaming Revenue Statement”

      means a statement setting out the calculation of Gaming Revenue for an Operating Year prepared by OLG and as audited by OLG’s auditors, a copy of which will be made available to the First Nation after final approval by OLG.

      “Authority”

      means the Federal Government of Canada, the Province or any municipal government in Ontario constituted under the authority of the Municipal Act (Ontario) or any regulatory authority, agency, tribunal, commission, board or department of any such government or any Canadian federal or provincial court, having jurisdiction in the relevant circumstances.

      “Baagwating Community Association” or “BCA”

      means the federally incorporated charitable entity continued pursuant to the Canada Not-for-profit Corporations Act, known as the Baagwating Community Association.

      “Business Day”

      means any day which is not a Saturday, Sunday or a day observed as a statutory holiday in the Province of Ontario under the laws of the Province of Ontario or the federal laws of Canada applicable therein.

      “Cash Equivalents”

      means a tender or right that is convertible into cash, including gaming chips, tokens, vouchers, (including “ticket-in-ticket-out” tickets), but excluding Promotional Play.

      “Claim” or “Claims”

      has the meaning set forth at section 5.3.

      “Commencement Date”

      means the “Commencement Date” as defined in the Lease.

      “Conduct and Manage” and “Conducting and Managing” and “Conducted and Managed”

      means activity connected with a Lottery Scheme as “conduct and manage” under s. 207 of the Criminal Code of Canada.

      “Confidential Information”

      has the meaning ascribed thereto in section 8.4(b).

      “Criminal Code of Canada” or “Criminal Code”

      means the Criminal Code, R.S.C. 1985, c. C-46 as amended.

      “Dispute”

      has the meaning ascribed thereto in section 7.1.

      “Electronic Games”

      means reel-type slot machines, video-type slot machines and all table games that utilize a random number generator to calculate or otherwise determine such game’s outcome, whether or not a live dealer is present to enable or control game play.

      “Electronic Gaming Position”

      means each seat at an Electronic Game.

      “Enabling Legislation”

      means the Ontario Lottery and Gaming Corporation Act, 1999, S.O. 1999, c.12, Sch. L and the regulations made thereunder, as the same may be modified, amended or replaced from time to time.

      “First Nation”

      means the Mississaugas of Scugog Island First Nation, Indian Band No. 140.

      “Force Majeure”

      means any cause beyond the reasonable control of, and without fault or negligence of the Party claiming Force Majeure, including, but not limited to, acts of war (whether declared or undeclared), invasion, armed conflict or act of a foreign enemy, blockade, embargo, revolution, riot, insurrection, civil disobedience or disturbances, vandalism or act of terrorism, strikes, lockouts, restrictive work practices or other labour disturbances, inability to access its place of business, and acts of God including lightning, earthquake, fire, flood, unusually heavy or prolonged rain or accumulation of snow or ice arising from weather or environmental problems.

      “Gaming Code”

      means the Gaming Code enacted by Council Resolution of the Chief and Council of Mississaugas of Scugog Island First Nation on June 15, 1994 and adopted by Order in Council 1742/94 dated July 6, 1994, and amendments thereto.

      “Gaming Revenue”

      for any specified period, the sum of the aggregate amount of all cash and Cash Equivalents collected or otherwise received from players and other customers at the Great Blue Heron for participating in or for the right to participate in any Electronic Games and Live Table Games (including all accepted wagers, rake fees, tournament fees and other fees), less:

      1. the aggregate amount of all paid Winnings; and
      2. the aggregate amount of all cash and Cash Equivalents collected or otherwise received from players and other customers and validly accrued in respect of the funding of progressive jackpots for such games, less the aggregate amount of all Winnings previously accrued from progressive jackpots for such games.

      Gaming Revenue shall not include any revenue received by the Province, OLG or any other agent of the Province from the Conduct and Management of Great Blue Heron if, and to the extent that, such revenue received is not retained to the final account of the Province, OLG or any such other agent of the Province. For greater certainty, Gaming Revenue will not include any revenue whatsoever from other products or services provided at Great Blue Heron.

      “GAAP”

      means those accounting principles generally accepted in Canada as recommended in the Handbook of the Chartered Professional Accountants of Canada at such relevant time, including the International Financial Reporting Standards as adopted by the Chartered Professional Accountants of Canada until such time as such standards are no longer recommended by the or a successor organization.

      “Great Blue Heron”

      means the term “Premises” as defined in the Lease, which has a mailing address of 21777 Island Road, Port Perry, Ontario L9L 1B6.

      “GTA RFP”

      means the request for proposals for modernizing land-based gaming in Ontario issued by OLG as RFP no. 1516-205, together with all addenda thereto issued by OLG from time to time.

      “including”, “includes” and “included”

      means including, without limitation, includes, without limitation, and included, without limitation, respectively.

      “Indemnified Parties”

      has the meaning set forth at section 5.3.

      “Indemnifying Party”

      has the meaning set forth at section 5.3.

      “International Financial Reporting Standards (IFRS)”

      is a single set of accounting standards, as part of Canadian GAAP, developed by the International Accounting Standards Board (IASB), an independent, international standard setting organization.

      “Lease”

      means that certain lease agreement between OLG and the First Nation to be entered into concurrently with the closing of the Asset Purchase Agreement.

      “Live Table Games”

      means games operated by a live dealer at a single gaming table, but excluding Electronic Games.

      “Live Table Gaming Position”

      means each seat at a Live Table Game.

      “Lottery Scheme”

      means a lottery scheme Conducted and Managed by the Province or any agent of Ontario , under the authority of section 207(1)(a) of the Criminal Code of Canada.

      “Modernizing Land Based Gaming in Ontario”

      means the document also known as OLG RFI 1213-001.

      “OLG”

      means the Ontario Lottery and Gaming Corporation, including its successors and assigns.

      “Operating Year”

      means each period from April 1^st to March 31^st inclusive, during the Term, to the end of the Term, except that the first Operating Year shall be the period beginning on the Commencement Date and ending on the following March 31^st and if this Agreement shall be terminated effective on a date other than March 31^st in any year, then the period from April 1^st of the calendar year in which such termination occurs (or April 1^st of the immediately preceding calendar year if the date of termination occurs in January, February or March) to such effective date of termination shall be treated as an Operating Year.

      “Overpayment”

      has the meaning set forth in section 3.7.

      “Parties”

      means the parties to this Agreement and “Party” means any one of them.

      “Person”

      means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), unincorporated association, trust, trustee, executor, administrator or other legal personal representative, Authority, First Nation or other entity, however designated or constituted.

      “Promotional Play”

      means the right to participate in any Electronic Game or Live Table Game at the Great Blue Heron that is provided to a player or other customer without charge as a result of a permitted promotional or marketing activity.

      “Province”

      means Her Majesty the Queen in right of Ontario, as represented by the Minister of Finance.

      “Relationship Committee”

      has the meaning set forth in section 5.2.

      “Reserve Lands”

      means the lands reserved for the First Nation and subject to the First Nations Land Management Act (S.C. 1999, c.24) and the regulations made thereunder, as the same may be modified, amended or replaced from time to time.

      “Revenue Share Payment” and “RSP”

      mean the payment described in section 3.2.

      “Term”

      means “Term” as defined in the Lease.

      “Winnings”

      means the amount of money (including, if applicable, the original amount deposited) payable to a player as a consequence of participating in any Electronic Game or Live Table Game at the Great Blue Heron and the satisfaction by the player of the conditions prescribed under Applicable Law that are necessary to entitle the player to the payment of such money.

   2. Schedules

      The following is the Schedule attached to this agreement: Schedule 1–Dispute Resolution.

   3. Headings

      The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.

   4. Statutes and Regulations

      Any reference in this Agreement to a statute or to a regulation or rule promulgated under a statute or to any provision of a statute, regulation or rule shall be a reference to that statute, regulation, rule or provision as amended, re-enacted or replaced from time to time.

   5. Gender and Number

      In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing gender include all genders or the neuter, and words importing the neuter include all genders.

   6. Currency

      All amounts in this Agreement are stated and shall be paid in Canadian currency.

   7. Invalidity of Provisions

      In the event that any of the provisions, or any part thereof, contained in this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, the Parties shall engage in good faith negotiations to replace such provision, or part thereof, which is declared invalid or unenforceable with a valid and enforceable provision, the economic and substantive effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces. Failing success in such negotiations, the Parties shall seek a declaration of such court of competent jurisdiction as to whether the remainder of the terms of this Agreement shall continue as valid and enforceable notwithstanding the invalidity and unenforceability of the provisions so declared by the court of competent jurisdiction.

   8. Entire Agreement

      This Agreement constitutes the entire agreement between the Parties pertaining to the subject matters herein. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matters except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Agreement, or any amendment or supplement thereto, by any party to this Agreement or its partners, directors, officers, employees or agents, to any other party to this Agreement or its partners, directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term or recital of this Agreement, and none of the Parties to this Agreement has been induced to enter into this Agreement or any amendment or supplement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there shall be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

   9. No Liability

      With respect to only this Agreement, and the payment obligations herein, the First Nation acknowledges and agrees that neither the Province, nor OLG, nor any of their respective officers, directors, employees, agents or representatives shall be liable to the First Nation for or in respect of any claims (including but not limited to claims based in contract, tort or negligence, active or passive), any cause of action, demands, losses, liabilities or damages (including but not limited to consequential, exemplary, special, punitive and indirect damages) arising out of, in respect of, or relating indirectly or directly to payment obligations under this Agreement. Furthermore, the First Nation releases the Province and OLG from any and all losses in respect of the foregoing.

   10. Amendment

       Subject to as may otherwise be specifically provided in this Agreement, this Agreement may not be amended, modified or supplemented except by a written agreement signed by the Parties.

   11. Waiver

       Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right, except as shall be specified herein. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

   12. Business Days

       If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be made or taken on the next Business Day.

   13. Governing Law

       This Agreement shall be governed by and construed in accordance with Applicable Laws.

2. Article 2 1993 Agreement, Gaming Code, Maximum Gaming Positions and Betting Limits

   1. 1993 Agreement

      This Agreement provides amendments to the 1993 Agreement, and this Agreement adds to and supplements the 1993 Agreement. During the Term of this Agreement, where there is any conflict or inconsistency between the terms set out in this Agreement and the 1993 Agreement, the terms of this Agreement shall prevail and shall be given priority so as to resolve any such conflict or inconsistency.

   2. Amendments to the 1993 Agreement

      Articles VIII(1) and VIII(2) in the 1993 Agreement are deleted and replaced by:

      “VIII(1) This Agreement will come into force on the date of its execution and will continue in force for a period of fifty seven (57) years, subject to renewal as agreed by the parties. The licensing, administrative and regulatory authorities established through this Agreement take effect following the final approval of the Mississaugas of Scugog Island First Nation Gaming Enactment, the provincial Order in Council, and the Mississaugas of Scugog Island First Nation Gaming Code.

      VIII(2) The parties will conduct a review of the operation of this Agreement and of the gaming activities which are the subject of this Agreement prior to the expiration of the fifty seven (57) year term.”

   3. Amendments to the Gaming Code

      On or before the Commencement Date, the First Nation shall amend the Gaming Code and submit for approval such amendment to the Registrar of Alcohol, Gaming and Racing, an official of the AGCO, such approval to be determined in the sole and unfettered discretion of the Registrar, to suspend subsection 5(3)(e) of the Gaming Code for the period of time that OLG Conducts and Manages Live Table Games under section 207(1)(a) of the Criminal Code of Canada at the Great Blue Heron on the Reserve Lands.

   4. Gaming Positions
      1. OLG will amend the GTA RFP to include the Great Blue Heron and provide that the maximum number of gaming positions for the Ajax Downs casino and the Great Blue Heron will have a cap of:
         1. 3,100 Electronic Gaming Positions in total for both Ajax Downs and Great Blue Heron;
         2. 2,500 Electronic Gaming Positions for the Ajax Downs casino;
         3. 2,500 Electronic Gaming Positions for the Great Blue Heron;
         4. 1,560 Live Table Gaming Positions in total for both the Ajax Downs casino and Great Blue Heron;
         5. 1,200 Live Table Gaming Positions in the Ajax Downs casino; and
         6. 1,200 Live Table Gaming Positions in the Great Blue Heron.
      2. In the event that OLG desires to change the maximum number of Gaming Positions set out in section 2.4.1, OLG will obtain the prior written consent of the First Nation, such consent not to be unreasonably withheld or delayed.
   5. Betting Limits for Table Games

      The Parties will use commercially reasonable efforts to expedite GBHGC’s request to the AGCO to increase the betting limits for Live Table Games at Great Blue Heron to become effective at the time of or shortly after the closing of the Asset Purchase Agreement. Approval of this request is in the sole and unfettered discretion of the Registrar of Alcohol, Gaming and Racing, an official of the AGCO.

3. Article 3 Payments to First Nation

   1. One-Time Payment

      Concurrent with closing of the Asset Purchase Agreement, the Province shall pay, or cause OLG to pay, to the First Nation the sum of Seven Million Three Hundred Fifty Thousand dollars ($7,350,000.00) representing part of the First Nation’s termination costs related to terminating the Charitable Casino Operating Agreement, dated February 1, 1996 with GBHGC. The Parties acknowledge that termination of the said agreement enables Great Blue Heron to be included in the Modernization Plan.

   2. Revenue Share Payment

      During the Term and subject to the terms and conditions of this Agreement, the First Nation shall be entitled to receive from the Province, or the Province shall cause OLG to pay, as applicable, in respect of each Operating Year the amount (the “Revenue Share Payment” or “RSP”) equal to the sum of 4.00% of the Gaming Revenue generated at the Great Blue Heron, during such Operating Year. The RSP for the first Operating Year shall be calculated based on the Gaming Revenue generated after the Commencement Date. For greater certainty, the Gaming Revenue will only include those amounts generated from the Live Table Games and the Electronic Games at Great Blue Heron and will not include any revenue whatsoever from other products or services provided by OLG, a service provider or any other party related to the operations at the Great Blue Heron.

   3. Minimum RSP

      In no event, and notwithstanding the closure of Great Blue Heron, shall the annualized RSP be less than Three Million Nine Hundred Thousand dollars ($3,900,000.00) in any Operating Year during the Term or the period of twenty-two (22) years, plus the “Stump Period” as defined in the Lease, or the ten (10) year option period thereafter if applicable. Such minimum RSP payments will be pro-rated in any Operating Year that is less than twelve months in duration.

   4. Disentitlement to RSP and Minimum RSP

      For greater certainty and notwithstanding any provision in this Agreement to the contrary, the First Nation’s entitlement to RSP payments and minimum RSP payments under this Agreement shall cease immediately upon the First Nation, or any other Person owned or controlled by the First Nation, operating, permitting or approving the operation of any other casino on the Reserve Lands other than a casino conducted or managed by OLG (or another Crown agency) and operated by OLG (or another Crown agency) or a non-OLG tenant.

   5. Timing and Calculation of Payments.

      Subject to section 3.7, within twenty-one (21) days of the end of each Operating Year quarter during the Term, the Province shall pay, or shall cause OLG to pay, as applicable, to First Nation the portion of the Revenue Share Payment (the “Annual RSP Quarterly Payment”) to which the First Nation is entitled for such Operating Year quarter. OLG will provide access to its most current audited consolidated financial statements once such are made public by the Ministry of Finance in public accounts.

   6. Termination Payment

      In the event this Agreement terminates on or before the date that is twenty-one (21) days following the end of an Operating Year quarter, the Province shall pay, or shall cause OLG to pay, as applicable, within thirty (30) days of such date of termination, the First Nation the Annual RSP Quarterly Payment to which the First Nation is entitled in respect of the period beginning on the first day of the Operating Year quarter in which such termination took place up to and including the date of termination.

   7. Overpayment

      No later than 90 days after the last day of each Operating Year, in the event the Province or OLG determines that there has been an overpayment (“Overpayment”) by the Province or OLG, as applicable, to the First Nation of any Annual RSP Quarterly Payment in such Operating Year, based on the Audited GBH Gaming Revenue Statement for such Operating Year, the First Nation acknowledges and agrees that the Province or OLG, as applicable, may deduct and set-off the full amount of such Overpayment from future Annual RSP Quarterly Payment(s) or, if there are insufficient future Annual RSP Quarterly Payments to fully set off such Overpayment, the First Nation will promptly reimburse the Province or OLG, as applicable, for the full amount of such Overpayment (or the remaining amount thereof not already deducted as set-off). The Province shall, or shall cause OLG to use commercially reasonable efforts to effect any deduction and set-off pursuant to this section 3.7 in a manner that recognizes First Nation’s desire to realize reasonable continuity in cash flow associated with the Annual RSP Quarterly Payment.

   8. Underpayment

      No later than 90 days after the last day of each Operating Year, in the event it is determined that there has been an underpayment (“Underpayment”) by the Province or OLG, as applicable, to First Nation of any Annual RSP Quarterly Payment in such Operating Year, based on the Audited GBH Gaming Revenue Statement for such Operating Year, the Province shall pay, or shall cause OLG to pay, as applicable, the full amount of such Underpayment to the First Nation.

   9. Purpose and Use of Funds

      The First Nation agrees to use the funds payable to it pursuant to this ARTICLE 3 to support its social and economic self-reliance and cultural development, including the housing, infrastructure projects, education, economic development, cultural, social and health initiatives of its members, in accordance with Applicable Laws and the First Nation’s by-laws.

4. Article 4 Representations and Warranties

   1. Representations and Warranties of OLG

      OLG represents and warrants as of the date hereof as follows and acknowledges that the First Nation is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

      1. Organization. OLG is a corporation duly established under the Enabling Legislation.
      2. Capacity and Authority. OLG has all necessary capacity, power and authority to enter into and to carry out the provisions of this Agreement. This Agreement has been duly authorized by OLG and constitutes a valid and binding obligation of OLG, enforceable against OLG in accordance with its terms.
      3. No Violation. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance with the terms and conditions hereof:
         1. conflicts with or results in a breach of any of the terms, conditions or provisions of or constitutes a default under the constating documentation of OLG (including the Enabling Legislation or any other Applicable Laws); or
         2. conflicts in a material respect with or results in a material breach of any of the terms, conditions or provisions of or constitutes a material default under any agreement, licence or other instrument to which OLG is a party or by which it is bound.
      4. Litigation. To its knowledge after due enquiry, there are no actions, suits or proceedings pending or threatened against OLG which could reasonably be expected to materially adversely affect its ability to perform its obligations under this Agreement or the agreements contemplated herein.
   2. Representations and Warranties of the First Nation

      The First Nation represents and warrants as of the date hereof as follows and acknowledges that each of OLG and the Province is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

      1. Capacity and Authority. The First Nation has all necessary capacity, power and authority to enter into and to carry out the provisions of this Agreement. This Agreement has been duly authorized by the First Nation and constitutes a valid and binding obligation of the First Nation, enforceable against the First Nation in accordance with its terms.
      2. No Violation. Neither the execution and delivery of this Agreement nor the fulfillment of or compliance with the terms and conditions hereof:
         1. conflicts with or results in a breach of any of the terms, conditions or provisions of or constitutes a default under the constating documentation of the First Nation;
         2. conflicts in a material respect with or results in a material breach of any of the terms, conditions or provisions of or constitutes a material default under any agreement, licence or other instrument to which the First Nation is a party or by which it is bound;
         3. conflicts with or is inconsistent with the Indian Act (Canada) and regulations, by-laws enacted pursuant to that Act (including by-laws of the First Nation), or with any other Applicable Laws.
      3. Litigation. To its knowledge after due enquiry, there are no actions, suits or proceedings pending or threatened against the First Nation which could reasonably be expected to adversely affect the First Nation’s ability to perform its obligations under this Agreement or the agreements contemplated herein.
   3. Representations and Warranties of the Province

      The Province represents and warrants as of the date hereof as follows and acknowledges that the First Nation is relying on such representations and warranties in connection with the transactions contemplated by this Agreement:

      1. Capacity and Authority. The Province has all necessary capacity, power and authority to enter into and to carry out the provisions of this Agreement. This Agreement has been duly authorized by the Province and constitutes a valid and binding obligation of the Province, enforceable against the Province in accordance with its terms.
   4. Survival of Representations and Warranties

      The representations and warranties of the Province, the First Nation and OLG contained in this Article shall survive the expiration of the Term, any renewal thereof and the termination of this Agreement.

5. Article 5 Operation of Great Blue Heron

   1. Conduct and Manage

      The Province and OLG agree to conduct and manage the Great Blue Heron, acting reasonably.

   2. strong>Relationship Committee
      1. The Province and OLG shall appoint two (2) individuals and the First Nation shall appoint two (2) individuals to comprise a Relationship Committee. The Relationship Committee shall provide a forum for the Parties to obtain and provide information on matters relating to the Great Blue Heron and discuss issues of concern related thereto.
      2. The Relationship Committee shall meet at least once per calendar year and otherwise upon mutual agreement of the Parties. The quorum for the purpose of any meeting shall be all members of the Relationship Committee. Meetings of the Relationship Committee will be chaired by OLG. Written notice of the Relationship Committee meeting will be given by OLG and will be given at least seven (7) days prior to the meeting, unless such notice is otherwise waived by all Committee members. Members of the Relationship Committee may choose the manner in which they participate in a meeting, and may participate by means of conference telephone or similar communication equipment permitting all persons participating in the meeting to hear each other, and such participation in a meeting shall constitute attendance and presence at the meeting.
      3. The disclosure of information by the Parties to the Relationship Committee shall be received by the members of the Relationship Committee in strict confidence, and the information shall not be disclosed by the Parties except when agreed to by Relationship Committee members in writing or except when disclosed by the Parties to their legal, accounting or other professional advisors. The Parties acknowledge and agree that the disclosure of information by a Party may be restricted by confidentiality covenants to which a Party is bound or Applicable Laws.
   3. Claims

      Each of the Province and MSIFN (each an “Indemnifying Party”) hereby agrees to defend, indemnify and to hold harmless the other Party and its principals, officers, directors, other officials, employees, affiliates and other related entities, servants, agents, representatives, successors and assigns (collectively, the “Indemnified Parties”) from any loss, liability, damage, cost, expense (including reasonable legal fees), incurred as a result of a third party claim or suit against the Indemnified Party (each, a “Claim” and collectively, the “Claims”) resulting from any act or omission of the Indemnifying Party in connection with this Agreement.

6. Article 6 Default and Remedies

   1. Events of Default by the First Nation

      Each of the following shall constitute an event of default by the First Nation:

      1. The First Nation fails to perform or comply with any of its covenants, obligations or agreements set forth in this Agreement and such failure is not remedied within sixty (60) days after receipt by the First Nation of written notice of such failure from the Province or OLG, provided that, in the event that such failure is capable of being remedied but is not capable of being remedied within such sixty (60) day period, then such period shall be extended for a period not to exceed 180 days from the date the First Nation receives written notice of such failure as may be required in order to permit the First Nation to remedy such failure and so long as the First Nation is diligently acting to remedy such failure during such 180 day period; or
      2. Any representation and warranty made by the First Nation in this Agreement is not true or correct in any material respect when made or ceases to remain true and correct and is not made true or correct in all material respects within sixty (60) days after receipt by the First Nation of written notice of such fact from the Province or OLG, provided that, if such representation and warranty is capable of being made true and correct in all material respects but is not capable of being made true and correct within such sixty (60) day period, then such period shall be extended for a period not to exceed 180 days from the date the First Nation receives written notice of such fact as may be required in order to permit the First Nation to correct such breach and so long as the First Nation is diligently acting to correct such breach during such 180 day period.
   2. Events of Default by the Province

      Each of the following shall constitute an event of default by the Province:

      1. the Province fails to make any payment, or cause any payment to be made, when due as required under this Agreement, if such failure is not remedied within ten (10) Business Days after receipt by the Province of written notice of such failure from the First Nation;
      2. The Province fails to perform or comply with any of its covenants, obligations or agreements set forth in this Agreement and such failure is not remedied within sixty (60) days after receipt by the Province of written notice of such failure from the First Nation, provided that, in the event that such failure is capable of being remedied but is not capable of being remedied within such sixty (60) day period, then such period shall be extended for a period not to exceed 180 days from the date the Province receives written notice of such failure as may be required in order to permit the Province to remedy such failure and so long as the Province is diligently acting to remedy such failure during such 180 day period; or
      3. Any representation and warranty made by the Province in this Agreement is not true or correct in any material respect when made or ceases to remain true and correct and is not made true or correct in all material respects within sixty (60) days after receipt by the Province of written notice of such fact from the First Nation, provided that, if such representation and warranty is capable of being made true and correct in all material respects but is not capable of being made true and correct within such sixty (60) day period, then such period shall be extended for a period not to exceed 180 days from the date the Province receives written notice of such fact as may be required in order to permit the Province to correct such breach and so long as the Province is diligently acting to correct such breach during such 180 day period.
   3. Events of Default by OLG

      Each of the following shall constitute an event of default by OLG:

      1. OLG fails to make any payment when due as required under this Agreement, if such failure is not remedied within ten (10) Business Days after receipt by OLG of written notice of such failure from the First Nation;
      2. OLG fails to perform or comply with any of its covenants, obligations or agreements set forth in this Agreement and such failure is not remedied within sixty (60) days after receipt by OLG of written notice of such failure from the First Nation, provided that, in the event that such failure is capable of being remedied but is not capable of being remedied within such sixty (60) day period, then such period shall be extended for a period not to exceed 180 days from the date OLG receives written notice of such failure as may be required in order to permit OLG to remedy such failure and so long as OLG is diligently acting to remedy such failure during such 180 day period; or
      3. Any representation and warranty made by OLG in this Agreement is not true or correct in any material respect when made or ceases to remain true and correct and is not made true or correct in all material respects within sixty (60) days after receipt by OLG of written notice of such fact from the First Nation, provided that, if such representation and warranty is capable of being made true and correct in all material respects but is not capable of being made true and correct within such sixty (60) day period, then such period shall be extended for a period not to exceed 180 days from the date OLG receives written notice of such fact as may be required in order to permit OLG to correct such breach and so long as OLG is diligently acting to correct such breach during such 180 day period.
   4. Remedies

      Upon the occurrence of an event of default, a non-defaulting Party’s remedies shall be those provided in this Agreement or, subject to the terms of this Agreement, including ARTICLE 7, as otherwise may be available to such non-defaulting Party under Applicable Laws.

7. Article 7 Dispute Resolution Procedure

   1. Dispute Resolution Procedure

      Except as otherwise specifically contemplated herein, all disputes, controversies and claims arising out of or relating to any provision of this Agreement or the interpretation, enforceability, performance, breach, termination or validity of this Agreement, or any matter referred to for resolution pursuant to Schedule 1 (collectively and individually, a “Dispute”) will be resolved in accordance with, and the Parties will comply with, the provisions of Schedule 1.

8. Article 8 General Matters

   1. Non-derogation
      1. Nothing expressed or implied in this Agreement shall be construed so as to affect in any manner the jurisdiction of the Province or OLG to Conduct and Manage, and to control, licence, administer and regulate in the Province of Ontario, the conduct and management of activities pursuant to section 207 of the Criminal Code.
      2. Nothing expressed or implied in this Agreement shall:
         1. oblige the Province or OLG to Conduct and Manage or to continue to Conduct and Manage or provide for the operation of any Lottery Scheme or any other activity or any facility, including any casinos;
         2. create any interest in favour of the First Nation in or to any Lottery Scheme or in or to any assets of the Province or of OLG, including any casinos, casino assets or other lottery or gaming related assets; or
         3. limit the right of the Province or OLG to Conduct and Manage activities under section 207 of the Criminal Code in their sole and absolute discretion in accordance with Applicable Laws.
      3. Nothing in this Agreement shall abrogate or derogate from the application and operation of section 35 of the Constitution Act, 1982 to or in respect of Treaty and Aboriginal Rights.
      4. Nothing in this Agreement, including any of the payments required under this Agreement, shall adversely affect, diminish or derogate from any policy, program or statutory entitlement or benefit funded or provided by the Province to which the First Nation is or will be entitled.
      5. Nothing contained in this Agreement shall:
         1. be deemed or construed or interpreted to constitute any form of business relationship or to constitute any Party a partner, joint venturer, agent, representative or any other form of business associate of the other;
         2. constitute any Party the agent or legal representative of any other Party; or
         3. be deemed to constitute any kind of treaty or treaty relationship between the Province and the First Nations within the meaning of section 35 of the Constitution Act, 1982.
   2. Agents of the Province

      The Province shall cause, to the best of its ability, each agent of the Province to comply with the terms of this Agreement as may be applicable to or binding upon such agent of the Province. For greater certainty, and without limiting the generality of the foregoing, OLG acknowledges that, as an agent of the Province, it shall make such payments under this Agreement as the Province may direct it in writing.

   3. Survival

      Neither the expiration of either the Term or any renewal of this Agreement, nor the termination of this Agreement shall affect, prejudice or excuse any rights, obligations or liabilities that exist or have accrued or arisen under this Agreement prior to or upon such expiration or termination, and such rights, obligations and liabilities shall survive such expiration or termination.

   4. Confidentiality
      1. Each of the Parties acknowledges, agrees and consents to the disclosure of this Agreement as a matter of public record, including but not limited to publication in the Ontario Gazette as required by the Enabling Legislation.
      2. The Parties acknowledge and agree that any information provided by any Party to any other Party or Parties pursuant to or in connection with this Agreement (including all documents and correspondence relating to the negotiation of this Agreement) (collectively the “Confidential Information”) was or is to be supplied in confidence, disclosure of which could reasonably be expected to result in undue loss to one or all of the Parties. Accordingly, except as may be required by Applicable Laws, including but not limited to the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, or in connection with the resolution of a Dispute in accordance with ARTICLE 8 of this Agreement, or as may be required to be disclosed by the First Nation, each of which shall be bound by these provisions, all such Confidential Information provided by any Party pursuant to or in connection with this Agreement shall be kept confidential by the Parties and shall only be made available to such of a Party’s representatives, employees, advisors or consultants as are required to have access to the same in order for the recipient Party to adequately use such information in accordance with this Agreement. Any Party’s representatives, employees, advisors or consultants receiving Confidential Information shall be similarly bound by these provisions. Prior to disclosing any Confidential Information to its representatives, employees, advisors or consultants, a Party shall take reasonable precautions to ensure that such recipients are bound by confidentiality obligations substantially similar to those set out herein. Each of the Parties receiving Confidential Information agrees to promptly advise any Party that has disclosed such Confidential Information in the event that the recipient receives a request to disclose such Confidential Information, whether pursuant to this Agreement or otherwise.
   5. Notices

      Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the Business Day following the sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. Notices and other communications shall be addressed as follows:

      1. If to the Province:

         Ministry of Finance

         7 Queen’s Park Crescent, 7^th Floor

         Toronto, Ontario M7A 1Y7

         Telecopier (416) 325-1595

         Attention: Deputy Minister

         And to:

         Ministry of Finance

         Legal Services Branch

         777 Bay Street, 11^th Floor

         Toronto, Ontario M5G 2C8

         Telecopier (416) 325-1460

         Attention: Director

      2. If to OLG:

         Ontario Lottery and Gaming Corporation

         4120 Yonge Street, Suite 420

         Toronto, Ontario M2P 2B8

         Telecopier: (416) 224-7000

         Attention: Chief Executive Officer

      3. If to the First Nation:

         Mississaugas of Scugog Island First Nation

         22521 Island Road

         Port Perry, Ontario L9L 1B6

         Telecopier: (905) 985-8828

         Attention: Chief

         And to:

         McKenzie Lake Lawyers LLP

         140 Fullarton Street, Suite 1800

         London, Ontario N6A 5P2

         Telecopier: (519) 672-2674

         Attention: Brian T. Daly

   6. Extensions or Abridgements of Time

      The time for doing or completing any matter provided for herein may be extended or abridged by an agreement in writing signed by the Parties.

   7. Survival of Covenants

      Any covenant, term or provision of this Agreement which, in order to be effective must survive the termination of this Agreement, shall survive any such termination.

   8. Assignment
      1. The Province and OLG may, on written notice to the First Nation, assign this Agreement or any of their respective rights or obligations under this Agreement, including by operation of law or by way of amalgamation, merger, reorganization, arrangement or any other direct or indirect manner, or mortgage, charge, pledge or grant any other interest in and to this Agreement or any of their respective rights or obligations under this Agreement.
      2. The First Nation shall not, without the prior written consent of the other Parties, which consent may be withheld in their sole and absolute discretion, assign this Agreement or any of its rights or obligations under this Agreement, including by operation of law or by way of amalgamation, merger, reorganization, arrangement or any other direct or indirect manner, or mortgage, charge, pledge or grant any other interest in and to this Agreement or any of its rights or obligations under this Agreement. Any such purported assignment, amalgamation, merger, reorganization or other similar arrangement or any such purported mortgage, charge, pledge or grant of interest, made without the prior written consent of the Province and OLG, shall be void ab initio and of no force or effect.
   9. Force Majeure

      Notwithstanding any other provision of this Agreement, if, by reason of Force Majeure, any Party is unable to perform in whole or in part its obligations under this Agreement, then in such event and during such period of inability to perform, such Party shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform and any failure to perform which is so caused shall not make such Party liable to the other Parties, and any time period in which such obligation is to be performed shall be extended for such period of inability to perform; provided that the Party experiencing such Force Majeure provides the other Parties with prompt notice thereof and uses all reasonable efforts to otherwise perform its obligations.

   10. Counterparts and Delivery by Facsimile

       This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of the date first above written. An executed copy of this Agreement may be delivered by any Party by facsimile. In such event, such Party shall forthwith deliver to the other Parties a copy of this Agreement executed by such Party.

   11. Costs of the Parties

       Unless otherwise expressly provided in this Agreement, each of the Parties shall be responsible for the payment of their own costs and expenses related to negotiating, settling and implementing this Agreement including, without limitation, the costs and expenses of any legal, financial or other consultants retained or consulted by such Party.

   12. Further Assurances

       Each of the Parties shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other Party may reasonably require from time to time for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

       [SIGNATURE PAGE FOLLOWS]

       in witness whereof each Party has executed this Agreement by its signatory(ies) duly authorized in that behalf as of the date first written above.

       her majesty the queen in right of ontario, as represented by the Minister of Finance

       Per:________________________________

       Name:_____________________________

       Title: _____________________________

       Date_______________________________

       (“I have the authority to bind the Government of Ontario”)

       ONTARIO LOTTERY AND GAMING CORPORATION

       Per: ______________________________

       Name: ___________________________

       Date: ____________________________

       Title: ____________________________

       (“I have the authority to bind OLG”)

       mississaugas of scugog island

       first nation, Indian Band No. 140

       Per:__________________________________

       Name: Kelly LaRocca

       Title: Chief

       Date: _________________________________

       Per:___________________________________

       Name: Tracy Gauthier

       Title: Councillor

       Date: _________________________________

       Per:_______________________________ __

       Name: Della Charles

       Title: Councillor

       Date: ____________________________ ___

       (“We have the authority to bind the First Nation”)

Schedule 1 Dispute Resolution Procedure

Definitions

1. In this Schedule:

   1. “Arbitrator”

      means one arbitrator appointed pursuant to paragraphs 6 and 7;

   2. “Disputes”

      has the meaning ascribed thereto in section 7.1 of the Agreement;

   3. “Party” or “Parties”

      means a party to this Agreement;

   4. “Claimant”

      means a Party who has deliver a Notice of Arbitration; and

   5. “Respondent”

      means a Party who has received a Notice of Arbitration from a Respondent

Good Faith Negotiations

2. The Parties agree that at all times, each of them will make good faith efforts to resolve by amicable negotiations any and all Disputes arising between them on a without prejudice basis before engaging any of the procedures provided herein to resolve a Dispute.

Notice of Dispute

3. If the Parties are unable to resolve a Dispute through amicable negotiations within 20 Business Days of the commencement of good faith efforts to do so – or such other time as the Parties may agree–then at any time after the expiry of such period of time, a Party may deliver to another Party via personal service a written notice of dispute (a “Notice of Dispute”). To be effective, the Notice of Dispute must state that it is a notice of dispute, set out the particulars of the matter in dispute, and describe the remedy or resolution sought by the Party issuing the Notice of Dispute.
4. The recipient of a Notice of Dispute shall have a period not to exceed 45 days to consider, and if it deems appropriate, address the issue. If the issues are addressed to the reasonable satisfaction of the Party delivering the Notice of Dispute within such 45 day period – as acknowledged in writing by such party–the Dispute shall be deemed to be resolved.

Resolution by Non-binding Mediation

5. If, following the process referred to in sections 3 and 4 (or as otherwise agreed to in writing by the Parties), a Dispute is not resolved, then a Party may, by notice in writing to the other Party require that such Dispute be resolved by confidential, non-binding and without prejudice mediation. Such notice must state that it is a notice to mediate and must identify the specific Dispute that is to be the subject of the mediation.
6. The terms and conditions of the mediation shall be as determined by the Parties to the Dispute.

Referral of Disputes to Arbitration

7. If the Parties fail to resolve any Dispute, then a Party or Claimant may, by written notice, require that such Dispute be finally resolved by binding arbitration before a single arbitrator pursuant to this Schedule and not by any other means (“Notice of Arbitration”). Such Notice of Arbitration shall not be effective unless it is delivered by personal service to each of the Respondents and includes the following information:
   1. the full names, descriptions and addresses of the Parties;
   2. demand that the Dispute be referred to arbitration pursuant to this Schedule;
   3. a general description of the Dispute;
   4. the relief or remedy sought; and
   5. he name of the person the Claimant nominates as an Arbitrator.
8. The Arbitrator nominated by the Claimant shall be independent of each Party and shall be qualified by education and experience to determine the subject matter of the Dispute. Within 20 days of the date of receipt of the Notice of the Arbitration, the Respondent(s) shall by notice to the Claimant, either agree to the appointment of the person as Arbitrator or propose such other person to be Arbitrator provided that this person so proposed shall also be independent of each Party and shall be qualified by education and experience to determine the subject matter of the Dispute.
9. Should the Claimant and Respondent(s) not be able to agree upon an Arbitrator within 10 days of the Respondent’s nomination, an Arbitrator shall be appointed by a Judge of the Superior Court of Justice of Ontario on the application of any Claimant or Respondent on notice to all the Claimant or Respondent(s). Such Arbitrator shall be independent of each Party and shall be qualified by education and experience to determine the subject matter of the Dispute.
10. All Disputes which are to be determined by arbitration according to the terms of this Schedule pursuant the Agreement shall be arbitrated in accordance with the provisions of the Arbitration Act, 1991, S. 0. 1991, c. 17 (the “Arbitration Act”) except to the extent that those provisions are expressly modified by the provisions of the Agreement and this Schedule.
11. Subject to the Arbitration Act, the Agreement and this Schedule, the Arbitrator may conduct the arbitration in such manner as the Arbitrator considers appropriate.
12. No individual shall be appointed to arbitrate a Dispute pursuant to this Schedule unless he or she agrees in writing to be bound by the provisions of this Schedule.

Pleadings

13. The following shall apply to the arbitration of any Dispute:
    1. within 10 days of the appointment of the Arbitrator – or such other period of time as the Claimant and Respondent(s) may agree or the Arbitrator permit–the Claimant shall deliver to the Respondent(s) and the Arbitrator a written statement (the “Statement”) concerning the Dispute setting forth, with particularity, the Claimant’s position with respect to the Dispute and the material facts upon which the Claimant intends to rely;
    2. within 15 days after the delivery of the Statement, the Respondent(s) shall deliver to the Claimant and the Arbitrator a written response (an “Answer”) to the Statement setting forth, with particularity, the Respondent’s position on the Dispute and the material facts upon which the Respondent intends to rely;
    3. if any Respondent fails to deliver an Answer within the time limit in paragraph 9 (b), that Respondent shall be deemed to have waived any right to provide an Answer to the Statement and the arbitration may continue without further notice to that Respondent;
    4. within 10 days after the earlier of: (i) the day all Answers have been delivered, and (ii) the 15^th day referred to in paragraph 9(b), the Claimant may deliver to all the Respondents and the Arbitrator a written reply (a “Reply”) to the Answer of each Respondent, setting forth, with particularity, the Claimant’s response, if any, to the Answer;
    5. within the time limit in paragraph 9(b), a Respondent may also deliver to the Claimant, each other Respondent and the Arbitrator a counter-statement (a “Counter-Statement”) setting forth, with particularity, any additional Dispute for the Arbitrator to decide. Within 15 days of the delivery of a Counter-Statement, the Claimant shall deliver to each Respondent and the Arbitrator an Answer to the Counter-Statement. If the Claimant fails to deliver an Answer to the Counter-Statement within such 15-day period, the Claimant shall be deemed to have waived any right to provide an Answer to the Counter-Statement. Within 10 days after the delivery of an Answer to the Counter-Statement, the Respondents may deliver to the Claimant and the Arbitrator a Reply to such Answer. Any Dispute submitted to arbitration in accordance with this paragraph 9(e) shall be governed by, and dealt with as if it were the subject of a Statement in accordance with, this Schedule, except that it shall be decided by the Arbitrator already appointed, and shall be determined by the Arbitrator accordingly; and
    6. the time limits referred to in paragraphs 13(a) to 13(f) may be extended by the Arbitrator for such period not to exceed an aggregate of 30 days for such reasons as the Arbitrator in the Arbitrator discretion may determine upon application in writing made to the Arbitrator by the Claimant or any Respondent on notice to each other party to the arbitration, either before or within five days after the expiry of the relevant time limits and, in the event that the other party or parties to the Arbitration wishes to oppose the application, the other party or parties shall be given an opportunity to make submissions on the application.
14. The Parties have set the time limits in this paragraph 9 after due consideration of the amount of time necessary to complete each step and it is their express desire that no extension of any time limit shall be granted except in extraordinary circumstances, the onus for the proof of the existence of which lies on the Party seeking an extension.

Case Conferences

15. Within 10 days of the appointment of the Arbitrator, the Arbitrator shall convene a case conference for the determination of any preliminary or interlocutory matter or to provide for planning and scheduling of the arbitration or to determine the timing or desirability of expert reports.
16. Issues to be determined at the first case conference after the completion of the steps contemplated by paragraph 9 or the expiry of the time limit for any mandatory step not taken by such time shall include the following:
    1. any request for an adjournment of the case conference and the terms, if any, of any adjournment;
    2. the identification and narrowing of the issues in the arbitration;
    3. the desirability of the parties to the arbitration engaging in further settlement negotiations or some other dispute resolution process, with or without the assistance of a mediator;
    4. fixing a date, time and place for the Hearing (as defined in paragraph 12 of this Schedule);
    5. the manner of presentation of evidence at the Hearing; and
    6. a timetable for the disclosure by each party to the arbitration to each other party of the evidence in that party’s possession, power, or control which is relevant to any issue in the Dispute.

The Hearing

17. At the date, time and place fixed at a case conference or, if no case conference has been held, at a date, time and place fixed by the Arbitrator within 60 days of the appointment of the Arbitrator – or such other time as the parties to the Arbitration may agree or the Arbitrator permit–the Arbitrator shall convene a hearing (the “Hearing”).
18. Unless otherwise determined by the Arbitrator, the presentation of a party’s case at the Hearing shall include the delivery of a pre-hearing memorandum to the Arbitrator and to each other party including the following elements:
    1. a statement of facts;
    2. a statement of each issue to be determined;
    3. a statement of the applicable law on which the party relies;
    4. a statement of the relief requested including the basis for any damages claimed;
    5. a statement of the evidence to be presented including the name, capacity and expected evidence of each witness to be called, and an estimate of the time required for the witness’s direct testimony; and
    6. an appendix containing all sworn statements or transcripts or portions of transcripts on which the party intends to rely at the Hearing.
19. The pre-hearing memorandum of the Claimant shall be delivered not less than 20 days before the date of the Hearing. The pre-hearing memorandum of each Respondent shall be delivered not less than 10 days before the date of the Hearing.
20. At the Hearing, the Arbitrator shall consider any evidence as would be admissible in a court of law and any other evidence the Arbitrator consider appropriate to determine the Dispute. Evidence may be presented in written or oral form as the party presenting the evidence considers appropriate, provided that examinations in chief shall be in writing and that no written statement of any witness shall be accepted by the Arbitrator unless each other adverse party has been given an opportunity at the Hearing to cross-examine the witness on the information contained in the written statement. The Arbitrator shall determine the applicability of any privilege or immunity and the admissibility, relevance, materiality and weight of any evidence offered.
21. The Arbitrator shall have the right to exclude any witness from the Hearing during the testimony of any other witness.
22. Despite subsection 28(1) of the Arbitration Act, the Arbitrator shall not, without the written consent of all parties to the Arbitration, retain any expert.

Awards

23. The Arbitrator may make preliminary, interim, interlocutory partial and final awards. An award may grant any remedy or relief which the Arbitrator consider just and equitable and consistent with the intentions of the Parties under the Agreement. The Arbitrator shall state in the award whether or not the Arbitrator view the award as final or interim, for purposes of any judicial proceedings in connection with such award. Subject to section 39 of the Arbitration Act, the Arbitrator’s final award shall be made within 30 days of the conclusion of the Hearing.
24. All awards for the payment of money shall include interest calculated in accordance with the terms of the Agreement.
25. All awards shall be in writing and shall state reasons.
26. The Arbitrator may apportion the costs of the arbitration, including the reasonable fees and disbursements of the Arbitrator and the legal costs and disbursements of the Parties, between or among the Parties in such manner as the Arbitrator considers reasonable. In determining the allocation of these costs, the Arbitrator shall invite submissions as to costs and may consider, among other things, the outcome of the dispute, any offer of settlement made by any Party during the course of the arbitration, the good faith of the Parties and the encouragement of and participation in good faith discussions to resolve the Dispute.
27. Executed copies of all awards shall be delivered by the Arbitrator to the Parties as soon as is reasonably possible.
28. The award of the Arbitrator shall be final and binding on the Parties. For greater certainty, the Parties shall not have any recourse to a court of competent jurisdiction in respect of an award except to enforce such award against another Party or Parties, as the case may be.

Additional Matters

29. All case conferences and Hearings shall be conducted in Toronto, Ontario in the English language.
30. All notices or other communications required or permitted to be given under this schedule to a Party shall be given in the manner specified the Agreement. All notices or other communications and all other documents required or permitted by this schedule to be given by the Parties to the Arbitrator shall be given in accordance with the Arbitrator’s instructions.

(149-G509E)

Order in Council

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1335/2016

whereas subsection 2(2) of the Executive Council Act, R.S.O. 1990, Chapter E.25, provides that the Lieutenant Governor may by order in council prescribe the duties of the ministers of the Crown and the duties of any ministries over which they preside;

and whereas subsection 5(1) of the Executive Council Act provides that any of the powers and duties that have been assigned by law to any minister of the Crown may from time to time by order in council be assigned and transferred for a limited period or otherwise to any other minister by name or otherwise;

and whereas subsection 8(1) of the Executive Council Act provides that the authority of the Lieutenant Governor under this Act to prescribe duties of a minister of the Crown or to assign and transfer powers and duties that have been assigned by law to a minister of the Crown to any other minister includes authority, by order in council, to assign responsibility for the administration of an Act or a part of an Act to a minister of the Crown;

therefore, pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act, despite any provision of a statute or Order in Council, the administration of each statute listed in Column 2 of Schedule 1 to this Order is hereby assigned to the Minister listed opposite that statute in Column 3 of the Schedule;

AND that the appendix to each Order in Council cited in Column 4 of Schedule 1 is hereby revised by adding to it the statute listed opposite the cited Order in Column 2 of the Schedule;

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Schedule 1

(149-G510E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1336/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O. 1990, c. E.25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister Responsible for Accessibility;

therefore, pursuant to subsections 2(2), 5(1) and 8 (1) of the Executive Council Act:

Ministry

1. The Minister shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned or undertaken by the Minister in respect of accessibility and any other matters related to the Minister’s portfolio.

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had previously been assigned and transferred to the Minister of Economic Development, Employment and Infrastructure under Order in Council O.C. 219/2015 dated February 18, 2015, as amended by Order in Council O.C. 1490/2015 dated October 28, 2015 and Order in Council O.C. 223/2016 dated February 10, 2016, in respect of accessibility, and such powers, duties, functions and responsibilities are assigned and transferred accordingly.

Administration of Statutes

3. Despite any provision of a statute or Order in Council, the administration of the statutes set out in the Appendix to this Order in Council is assigned to the Minister.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Appendix Statutes Administered by the Minister Responsible for Accessibility

Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c. 11

Ontarians with Disabilities Act, 2001, S.O. 2001, c. 32

(149-G511E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1337/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O. 1990, c. E.25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister of Advanced Education and Skills Development;

therefore, pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act:

Minister to preside over Ministry

1. The Minister of Advanced Education and Skills Development (the “Minister”) shall preside over a ministry known as the Ministry of Advanced Education and Skills Development (the “Ministry”).

Minister

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned to or undertaken by the Minister in respect of advanced education and skills development and any other matters related to the Minister’s portfolio.

3. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had been previously assigned and transferred to the Minister of Training, Colleges and Universities under Order in Council O.C. 1701/2003 dated November 19, 2003, as revised by Order in Council O.C. 2355/2006 dated November 22, 2006, Order in Council O.C. 1616/2008 dated September 17, 2008, Order in Council O.C. 614/2009 dated April 8, 2009, Order in Council O.C. 489/2010 dated April 14, 2010, and Order in Council O.C. 700/2016 dated May 4, 2016, and such powers, duties, functions and responsibilities are assigned and transferred accordingly including but not limited to the powers, duties, functions and responsibilities of the Minister of Training, Colleges and Universities in respect of the following Acts:

1. Algoma University Act, 2008, S.O. 2008, c. 13
2. Higher Education Quality Council of Ontario Act, 2005, S.O. 2005, c. 28, Sched. G
3. Ministry of Training, Colleges and Universities Act, R.S.O. 1990, c. M.19
4. Ontario College of Art & Design University Act, 2002, S.O. 2002, c. 8, Sched. E
5. Ontario College of Trades and Apprenticeship Act, 2009, S.O. 2009, c. 22, in respect of apprenticeship
6. Post-secondary Education Choice and Excellence Act, 2000, S.O. 2000, c. 36, Sched.
7. University of Ontario Institute of Technology Act, 2002, S.O. 2002, c. 8, Sched. O

Ministry

4. The Ministry shall carry out the functions, responsibilities and programs that are assigned by law to the Ministry or that may otherwise be assigned to or undertaken by the Ministry in respect of advanced education and skills development and any other matters related to the Minister’s portfolio.

5. The Ministry shall carry out the functions, responsibilities and programs that had been previously assigned and transferred to the Ministry of Training, Colleges and Universities under Order in Council O.C. 1701/2003 dated November 19, 2003, as revised by Order in Council O.C. 2355/2006 dated November 22, 2006, Order in Council O.C. 1616/2008 dated September 17, 2008, Order in Council O.C. 614/2009 dated April 8, 2009, Order in Council O.C. 489/2010 dated April 14, 2010, and Order in Council O.C. 700/2016 dated May 4, 2016, and such functions, responsibilities and programs are assigned and transferred accordingly including but not limited to the functions, responsibilities and programs of the Ministry of Training, Colleges and Universities in respect of the following Acts:

1. Algoma University Act, 2008, S.O. 2008, c. 13
2. Higher Education Quality Council of Ontario Act, 2005, S.O. 2005, c. 28, Sched. G
3. Ministry of Training, Colleges and Universities Act, R.S.O. 1990, c. M.19
4. Ontario College of Art & Design University Act, 2002, S.O. 2002, c. 8, Sched. E
5. Ontario College of Trades and Apprenticeship Act, 2009, S.O. 2009, c. 22, in respect of apprenticeship
6. Post-secondary Education Choice and Excellence Act, 2000, S.O. 2000, c. 36, Sched.
7. University of Ontario Institute of Technology Act, 2002, S.O. 2002, c. 8, Sched. O

Administration of Statutes

6. Despite any provision of a statute or Order in Council, the administration of the statutes set out in the Appendix to this Order in Council is assigned to the Minister.

Revocation of Order in Council

7. Order in Council O.C. 1701/2003 dated November 19, 2003, as revised by Order in Council O.C. 2355/2006 dated November 22, 2006, Order in Council O.C. 1616/2008 dated September 17, 2008, Order in Council O.C. 614/2009 dated April 8, 2009, Order in Council O.C. 489/2010 dated April 14, 2010, and Order in Council O.C. 700/2016 dated May 4, 2016, is hereby revoked.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Appendix Statutes Administered by the Minister of Advanced Education and Skills Development

Algoma University Act, 2008, S.O. 2008, c.13

Colleges Collective Bargaining Act, 2008, S.O. 2008, c.15

Higher Education Quality Council of Ontario Act, 2005, S.O. 2005, c.28, Sched. G

Ministry of Training, Colleges and Universities Act, R.S.O. 1990, c. M.19

Ontario College of Art & Design University Act, 2002, S.O. 2002, c.8, Sched. E

Ontario Colleges of Applied Arts and Technology Act, 2002, S.O. 2002, c.8, Sched. F

Ontario College of Trades and Apprenticeship Act, 2009, S.O. 2009, c.22, in respect of apprenticeship

Ontario Labour Mobility Act, 2009, S.O. 2009, c.24

Post-secondary Education Choice and Excellence Act, 2000, S.O. 2000, c.36, Sched.

Private Career Colleges Act, 2005, S.O. 2005, c.28, Sched. L

University Expropriations Powers Act, R.S.O. 1990, c. U.3

University Foundations Act, 1992, S.O. 1992, c.22

University of Ontario Institute of Technology Act, 2002, S.O. 2002, c.8, Sched. O

(149-G512E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1338/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O. 1990, c. E.25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister of Citizenship and Immigration;

therefore, pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act:

Minister to preside over Ministry

1. The Minister of Citizenship and Immigration (the “Minister”) shall preside over a ministry known as the Ministry of Citizenship and Immigration (the “Ministry”).

Minister

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned to or undertaken by the Minister in respect of citizenship and immigration matters as specified in this Order in Council, and any other matters related to the Minister’s portfolio.

3. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had been previously assigned and transferred to the Minister of Citizenship, Immigration and International Trade under paragraphs 3 and 4(b) of Order in Council O.C. 220/2015 dated February 18, 2015, as revised by Order in Council O.C. 1490/2015 dated October 28, 2015. Such powers, duties, functions and responsibilities are assigned and transferred to the Minister accordingly, including but not limited to the powers, duties, functions and responsibilities of the Minister under the Ministry of Citizenship and Culture Act, R.S.O. 1990, c. M.18, in respect of citizenship and immigration matters; and the powers, duties, functions and responsibilities of the Minister of Economic Development and Trade under the Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of business and investment related immigration matters.

Ministry

4. The Ministry shall carry out the functions, responsibilities and programs that are assigned by law to the Ministry or that may otherwise be assigned to or undertaken by the Ministry in respect of citizenship and immigration matters as specified in this Order in Council, and any other matters related to the Minister’s portfolio.

5. The Ministry shall carry out the functions, responsibilities and programs that had been previously assigned and transferred to the Ministry of Citizenship, Immigration and International Trade under paragraphs 6 and 7(b) of Order in Council O.C. 220/2015 dated February 18, 2015, as revised by Order in Council O.C. 1490/2015 dated October 28, 2015. Such functions, responsibilities and programs are assigned and transferred to the Ministry accordingly, including but not limited to the functions, responsibilities and programs of the Ministry of Citizenship and Culture under the Ministry of Citizenship and Culture Act, R.S.O. 1990, c. M.18, in respect of citizenship and immigration matters; and the functions, responsibilities and programs of the Ministry of Economic Development and Trade under the Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of business and investment related immigration matters.

Administration of Statutes

6. Despite any provision of a statute or Order in Council, the administration of the statutes set out in the Appendix to this Order in Council is assigned to the Minister.

Revocation of Order in Council

7. Order in Council O.C. 220/2015 dated February 18, 2015, as revised by Order in Council O.C. 1490/2015 dated October 28, 2015, is hereby revoked.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Appendix statutes Administered by the Minister of Citizenship and Immigration

Fair Access to Regulated Professions and Compulsory Trades Act, 2006, S.O. 2006, c. 31

Holocaust Memorial Day Act, 1998, S.O. 1998, c. 25

Holodomor Memorial Day Act, 2009, S.O. 2009, c. 7

Lincoln Alexander Day Act, 2013, S.O. 2013, c. 18

Ministry of Citizenship and Culture Act, R.S.O. 1990, c. M.18, in respect of citizenship and immigration matters

Ministry of Economic Development and Trade Act, R.S.O 1990, c. M.27 in respect of business and investment related immigration matters

Ontario Flag Day Act, 2015, S.O. 2015, c. 21

Ontario Immigration Act, 2015, S.O. 2015, c. 8

Pope John Paul II Day Act, 2014, S.O. 2014, c. 3

Remembrance Day Observance Act, 1997, S.O. 1997, c. 18

Vimy Ridge Day Act, 2010, S.O. 2010, c. 3

(149-G513E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1339/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O. 1990, c. E. 25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister of Economic Development and Growth;

therefore pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act:

Minister to preside over Ministry

1. The Minister of Economic Development and Growth (the “Minister”) shall preside over a ministry known as the Ministry of Economic Development and Growth (the “Ministry”).

Minister

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned to or undertaken by the Minister in respect of economic development and growth and any other matters related to the Minister’s portfolio.

3. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had previously been assigned and transferred to the Minister of Economic Development, Employment and Infrastructure under Order in Council O.C. 219/2015 dated February 18, 2015, as amended by Order in Council O.C. 1490/2015 dated October 28, 2015 and Order in Council O.C. 223/2016 dated February 10, 2016, in respect of economic development, growth and internal trade, and such powers, duties, functions and responsibilities are assigned and transferred accordingly, including but not limited to the powers, duties, functions and responsibilities of the Minister of Economic Development and Trade in respect of the following Act:

1. Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of economic development, growth and internal trade.

Ministry

4. The Ministry shall carry out the functions, responsibilities and programs that are assigned by law to the Ministry or that may otherwise be assigned to or undertaken by the Ministry in respect of economic development and growth, and any other matters related to the Minister’s portfolio.

5. The Ministry shall carry out the functions, responsibilities and programs that had previously been carried out by the Ministry Economic Development, Employment and Infrastructure under Order in Council O.C. 219/2015 dated February 18, 2015, as amended by Order in Council O.C. 1490/2015 dated October 28, 2015 and Order in Council O.C. 223/2016 dated February 10, 2016, in respect of economic development, growth and internal trade and such functions, responsibilities and programs are assigned and transferred to the Ministry accordingly, including but not limited to the functions, responsibilities and programs of the Ministry of Economic Development and Trade in respect of the following Act:

1. Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of economic development, growth and internal trade.

Administration of Statutes

6. Despite any provision of a statute or Order in Council, the administration of the statutes set out in the Appendix to this Order in Council is assigned to the Minister.

Revocation of Order in Council

7. Order in Council O.C. 219/2015 dated February 18, 2015, as amended by Order in Council O.C. 1490/2015 dated October 28, 2015 and Order in Council O.C. 223/2016 dated February 10, 2016 is hereby revoked.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Appendix Statutes Administered by the Minister of Economic Development and Growth

Attracting Investment and Creating Jobs Act, 2012, S.O. 2012, c. 10

Burden Reduction Reporting Act, 2014, S.O. 2014, c. 12, Sched. 1

Development Corporations Act, R.S.O. 1990, c. D. 10

Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27 in respect of economic development, growth and internal trade

Partnerships for Jobs and Growth Act, 2014, S.O. 2014, c. 12, Sched. 2

Water Opportunities Act, 2010, S.O. 2010, c. 19, Schedule 1, in respect of Part II

(149-G514E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1340/2016

whereas responsibility for the administration of the Electronic Cigarettes Act, 2015 and the Healthy Menu Choices Act, 2015 was assigned to the Associate Minister of Health and Long-Term Care (Long-Term Care and Wellness) by Order in Council O.C. 1490/2015 dated October 28, 2015;

therefore, pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act, and despite

any provision of a statute or Order in Council, responsibility for the administration of the Electronic Cigarettes Act, 2015 and the Healthy Menu Choices Act, 2015 is hereby assigned and transferred to the Minister of Health and Long-Term Care;

and further Order in Council O.C. 1569/2011 dated December 7, 2011 and Order in Council O.C. 1490/2015 dated October 28, 2015 are hereby amended and shall be interpreted accordingly;

and further Order in Council O.C. 1836/2015 dated December 16, 2015 is hereby revoked.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

(149-G515E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1341/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O. 1990, c. E.25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister of Indigenous Relations and Reconciliation;

therefore, pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act:

Minister to preside over Ministry

1. The Minister of Indigenous Relations and Reconciliation (the “Minister”) shall preside over a ministry known as the Ministry of Indigenous Relations and Reconciliation (the “Ministry”).

Minister

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned to or undertaken by the Minister in respect of Indigenous relations and reconciliation and any other matters related to the Minister’s portfolio.

3. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had been previously assigned and transferred to the Minister of Aboriginal Affairs under Order in Council O.C. 1445/2012 dated September 12, 2012, and such powers, duties, functions and responsibilities are assigned and transferred accordingly.

4. The Minister shall exercise the powers and perform the duties, functions, and responsibilities of the Attorney General in respect of sections 6(1)(e), 8(2), 8(10), 20, 22(1), 32(2), and 32(4) of the English and Wabigoon River Systems Mercury Contamination Settlement Agreement Act, 1986, S.O. 1986, c. 23.

Ministry

5. The Ministry shall carry out the functions, responsibilities and programs that are assigned by law to the Ministry or that may otherwise be assigned to or undertaken by the Ministry in respect of Indigenous relations and reconciliation and any other matters related to the Minister’s portfolio.

6. The Ministry shall carry out the functions, responsibilities and programs that had been previously assigned and transferred to the Ministry of Aboriginal Affairs under Order in Council O.C. 1445/2012 dated September 12, 2012, and such functions, responsibilities and programs are assigned and transferred accordingly.

Administration of Statutes

7. Despite any provision of a statute or Order in Council, the administration of the statutes set out in the Appendix to this Order in Council is assigned to the Minister.

Revocation of Order in Council

8. Order in Council O.C. 1445/2012, dated September 12, 2012, is hereby revoked.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Appendix statutes Administered by the Minister of Indigenous Relations and Reconciliation

Métis Nation of Ontario Secretariat Act, 2015, S.O. 2015, c. 39

Treaties Recognition Week Act, 2016, S.O. 2016, c. 18

English and Wabigoon River Systems Mercury Contamination Settlement Agreement Act, 1986, S.O. 1986, c.23

Nipissing First Nation Agreement Act (Tax Matters), 2012, S.O. 2012, c. 8, Sched. 37

(149-G516E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1342/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O 1990, c. E. 25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister of Infrastructure;

therefore, pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act:

Minister to preside over Ministry

1. The Minister of Infrastructure (the “Minister”) shall preside over a ministry known as the Ministry of Infrastructure (the “Ministry”).

Minister

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned to or undertaken by the Minister in respect of infrastructure and any other matters related to the Minister’s portfolio.

3. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had previously been assigned and transferred to the Minister of Economic Development, Employment and Infrastructure under Order in Council O.C. 219/2015 dated February 18, 2015 as amended by Order in Council O.C. 1490/2015 dated October 28, 2015 and Order in Council O.C. 223/2016 dated February 10, 2016, in respect of infrastructure matters, and such powers, duties, functions and responsibilities are assigned and transferred accordingly.

Ministry

4. The Ministry shall carry out the functions, responsibilities and programs that are assigned by law to the Ministry or that may otherwise be assigned to or undertaken by the Ministry in respect of infrastructure, and any other matters related to the Minister’s portfolio.

5. The Ministry shall carry out the functions, responsibilities and programs that had previously been carried out by the Ministry of Economic Development, Employment and Infrastructure under Order in Council O.C. 219/2015 dated February 18, 2015 as amended by Order in Council O.C. 1490/2015 dated October 28, 2015 and Order in Council O.C. 223/2016 dated February 10, 2016, in respect of infrastructure matters, and such functions, responsibilities and programs are assigned and transferred accordingly.

Administration of Statutes

6. Despite any provision of a statute or Order in Council, the administration of the statutes set out in the Appendix to this Order in Council is assigned to the Minister.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Appendix Statutes Administered by the Minister of Infrastructure

Electricity Act, 1998, S.O. 1998, c. 15, Sched. A, in respect of Part IX.1

Forfeited Corporate Property Act, 2015, S.O. 2015 c. 38, Sched. 7, s. 43

Green Energy Act, 2009, S.O. 2009, c. 12, Sched. A, in respect of section 10, and in respect of subsection 8(2) which is shared with the Minister of Energy

Infrastructure for Jobs and Prosperity Act, 2015, S.O. 2015, c. 15

Ministry of Infrastructure Act, 2011, S.O. 2011, c. 9, Sched. 27 except for clause 7(1)(b) with respect to growth management and clause7(1)(c) and subsection 7(4) with respect to growth management and growth plans.

Ontario Infrastructure and Lands Corporation Act, 2011, S.O. 2011, c. 9, Sched. 32

SkyDome Act (Bus Parking), 2002, S.O. 2002, c. 8, Sched. K

Toronto Waterfront Revitalization Corporation Act, 2002, S.O. 2002, c. 28

(149-G517E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1343/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O. 1990, c. E.25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister of International Trade;

therefore, pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act:

Minister to preside over Ministry

1. The Minister of International Trade (the “Minister”) shall preside over a ministry known as the Ministry of International Trade (the “Ministry”).

Minister

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned to or undertaken by the Minister in respect of international trade matters as specified in this Order in Council, and any other matters related to the Minister’s portfolio.

3. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had been previously assigned and transferred to the Minister of Citizenship, Immigration and International Trade under paragraph 4(a) of Order in Council O.C. 220/2015 dated February 18, 2015. Such powers, duties, functions and responsibilities are assigned and transferred to the Minister accordingly, including but not limited to the powers, duties, functions and responsibilities of the Minister of Economic Development and Trade under the Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of international trade promotion, marketing and representation in support of businesses expanding internationally for the purpose of maximizing Ontario’s global trade opportunities and promoting Ontario as an investment destination.

4. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had been previously assigned and transferred to the Minister of Economic Development, Employment and Infrastructure under Order in Council O.C. 219/2015 dated February 18, 2015, in respect of trade, other than trade matters relating to internal trade. Such powers, duties, functions and responsibilities are assigned and transferred to the Minister accordingly, including but not limited to the powers, duties, functions and responsibilities of the Minister of Economic Development and Trade under the Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of trade, other than trade matters relating to internal trade.

Ministry

5. The Ministry shall carry out the functions, responsibilities and programs that are assigned by law to the Ministry or that may otherwise be assigned to or undertaken by the Ministry in respect of international trade matters as specified in this Order in Council, and any other matters related to the Minister’s portfolio.

6. The Ministry shall carry out the functions, responsibilities and programs that had been previously assigned and transferred to the Ministry of Citizenship, Immigration and International Trade under paragraph 7(a) of Order in Council O.C. 220/2015 dated February 18, 2015. Such functions, responsibilities and programs are assigned and transferred to the Ministry accordingly, including but not limited to the functions, responsibilities and programs of the Ministry of Economic Development and Trade under the Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of international trade promotion, marketing and representation in support of businesses expanding internationally for the purpose of maximizing Ontario’s global trade opportunities and promoting Ontario as an investment destination.

7. The Ministry shall carry out the functions, responsibilities and programs that had been previously assigned and transferred to the Ministry of Economic Development, Employment and Infrastructure under Order in Council O.C. 219/2015 dated February 18, 2015, in respect of trade, other than trade matters relating to internal trade. Such functions, responsibilities and programs are assigned and transferred to the Ministry accordingly, including but not limited to the functions, responsibilities and programs of the Ministry of Economic Development and Trade under the Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of trade, other than trade matters relating to internal trade.

Administration of Statutes

8. Despite any provision of a statute or Order in Council, the administration of the statutes set out in the Appendix to this Order in Council is assigned to the Minister.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Appendix Statutes Administered by the Minister of International Trade

Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of:

1. international trade promotion, marketing and representation in support of businesses expanding internationally for the purpose of maximizing Ontario’s global trade opportunities and promoting Ontario as an investment destination; and
2. trade, other than trade matters relating to internal trade.

(149-G518E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C. 1344/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O. 1990, c. E.25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister Responsible for the Poverty Reduction Strategy;

therefore pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act:

Minister

1. The Minister Responsible for the Poverty Reduction Strategy (the “Minister”) shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned to or undertaken by the Minister in respect of the poverty reduction strategy.

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had previously been assigned and transferred to the President of the Treasury Board, as the Minister Responsible for the Poverty Reduction Strategy, under Order in Council O.C. 218/2015 dated February 18, 2015, as amended, in respect of the poverty reduction strategy, and such powers, duties, functions and responsibilities are assigned and transferred to the Minister accordingly.

Administration of statutes

3. Despite any provision of a statute or Order in Council, the administration of the statute set out in the Appendix to this Order in Council is assigned to the Minister.

Amendment of Previous Order in Council

4. Order in Council O.C. 218/2015, as amended, is hereby further amended and shall be interpreted accordingly.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Annexe statues Administered by The minister Responsible for the Poverty Reduction Strategy

Poverty Reduction Act, 2009, S.O. 2009, c.10

(149-G519E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C.1345/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O. 1990, c. E.25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister of Research, Innovation and Science;

therefore, pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act:

Minister to preside over Ministry

1. The Minister of Research, Innovation and Science (the “Minister”) shall preside over a ministry known as the Ministry of Research, Innovation and Science (the “Ministry”).

Minister

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned to or undertaken by the Minister in respect of research, innovation and science and any other matters related to the Minister’s portfolio.

3. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had previously been assigned and transferred to the Minister of Research and Innovation under Order in Council O.C. 683/2013 dated May 15, 2013, in respect of research, innovation and science, and such powers, duties, functions and responsibilities are assigned and transferred accordingly, including but not limited to the powers, duties, functions and responsibilities of the Minister of Economic Development and Trade in respect of the following Act:

1. Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of research, innovation and science matters.

Ministry

4. The Ministry shall carry out the functions, responsibilities and programs that are assigned by law to the Ministry or that may otherwise be assigned to or undertaken by the Ministry in respect of research, innovation and science and any other matters related to the Minister’s portfolio.

5. The Ministry shall carry out the functions, responsibilities and programs that had previously been carried out by the Ministry of Research and Innovation under Order in Council O.C. 683/2013 dated May 15, 2013 in respect of research, innovation and science and such functions, responsibilities and programs are assigned and transferred to the Ministry accordingly, including but not limited to the functions, responsibilities and programs of the Ministry Economic Development and Trade in respect of the following Act:

1. Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M.27, in respect of research, innovation and science.

Administration of Statutes

6. Despite any provision of a statute or Order in Council, the administration of the statutes set out in the Appendix to this Order in Council is assigned to the Minister.

Revocation of Order in Council

7. Order in Council O.C. 683/2013 dated May 15, 2013 is hereby revoked.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Appendix statutes Administered by the Minister of Research and Innovation and Science

Community Small Business Investment Funds Act, 1992, S.O. 1992, c. 18 in respect of Part III.2 and in the application of the provisions of Part I, Part IV and the regulations to or in respect of an investment corporation registered or previously registered under Part III.2

Ministry of Economic Development and Trade Act, R.S.O. 1990, c. M. 27 in respect of research, innovation and science

Ontario Capital Growth Corporation Act, 2008, S.O. 2008, c. 19, Schedule O

(149-G520E)

On the recommendation of the undersigned, the Lieutenant Governor, by and with the advice and concurrence of the Executive Council, orders that:

O.C.1346/2016

whereas pursuant to subsection 2(1) of the Executive Council Act, R.S.O. 1990, c. E.25, a member of the Executive Council has been appointed under the Great Seal to hold office as the Minister of Tourism, Culture and Sport;

therefore, pursuant to subsections 2(2), 5(1) and 8(1) of the Executive Council Act:

Minister to preside over Ministry

1. The Minister of Tourism, Culture and Sport (the “Minister”) shall preside over a ministry known as the Ministry of Tourism, Culture and Sport (the “Ministry”).

Minister

2. The Minister shall exercise the powers and perform the duties, functions and responsibilities that are assigned by law to the Minister or that may otherwise be assigned to or undertaken by the Minister in respect of tourism, culture and sport and any other matters related to the Minister’s portfolio.

3. The Minister shall exercise the powers and perform the duties, functions and responsibilities that had been previously assigned to the Minister Responsible for the 2015 Pan and Parapan American Games under Order in Council O.C. 563/2012 dated April 18, 2012, and such powers, duties, functions and responsibilities are assigned and transferred to the Minister accordingly.

Ministry

4. The Ministry shall carry out the functions, responsibilities and programs that are assigned by law to the Ministry or that may otherwise be assigned to or undertaken by the Ministry in respect of tourism, culture and sport and any other matters related to the Minister’s portfolio.

Administration of Statutes

5. Despite any provision of a statute or Order in Council, the administration of the statutes set out in the Appendix to this Order in Council is assigned to the Minister.

Revocation of Orders in Council

6. Order in Council O.C. 563/2012 dated April 18, 2012 and Order in Council O.C. 1572/2011 dated December 7, 2011, as revised by Order in Council O.C. 1446/2012 dated September 12, 2012, Order in Council O.C. 833/2014 dated April 30, 2014, Order in Council O.C. 1177/2014 dated September 17, 2014, Order in Council O.C. 1490/2015 dated October 28, 2015 and Order in Council O.C. 519/2016 dated April 6, 2016, are hereby revoked.

Recommended
Kathleen O’Day Wynne

Premier and President of the Council

Concurred
Deborah Drake Matthews

Chair of Cabinet

Approved and Ordered September 14, 2016.
Elizabeth Dowdeswell

Lieutenant Governor of Ontario

Appendix statutes Administered by the Minister of Tourism, Culture and Sport

Art Gallery of Ontario Act, R.S.O. 1990, c. A.28

Arts Council Act, R.S.O. 1990, c. A.30

Asian Heritage Act, 2005, S.O. 2005, c. 10

Athletics Control Act, R.S.O. 1990, c. A.34

Black History Month Act, 2016, S.O. 2016, c. 1

Celebration of Portuguese Heritage Act, 2001, S.O. 2001, c. 22

Centennial Centre of Science and Technology Act, R.S.O. 1990, c. C.5

Community Recreation Centres Act, R.S.O. 1990, c. C.22

Dutch Heritage Month Act, 2011, S.O. 2011, c. 4

Emancipation Day Act, 2008, S.O. 2008, c. 25

Foreign Cultural Objects Immunity from Seizure Act, R.S.O. 1990, c. F.23

George R. Gardiner Museum of Ceramic Art Act, R.S.O. 1990, c. G.7

German Pioneers Day Act, 2000, S.O. 2000, c. 7

Hispanic Heritage Month Act, 2015, S.O. 2015, c. 4

Historical Parks Act, R.S.O. 1990, c. H.9

Hotel Registration of Guests Act, R.S.O. 1990, c. H.17

Hummingbird Performing Arts Centre Corporation Act, 1998, S.O. 1998, c. 37

Innkeepers Act, R.S.O. 1990, c. I.7

Irish Heritage Day Act, 2004, S.O. 2004, c. 10

Italian Heritage Month Act, 2010, S.O. 2010, c. 17

Jewish Heritage Month Act, 2012, S.O. 2012, c. 1

Major-General Sir Isaac Brock Day Act, 2012, S.O. 2012, c. 2

McMichael Canadian Art Collection Act, R.S.O. 1990, c. M.4

Metropolitan Toronto Convention Centre Corporation Act, R.S.O. 1990, c. M.11

Ministry of Citizenship and Culture Act, R.S.O. 1990, c. M.18, in respect of culture matters

Ministry of Tourism and Recreation Act, R.S.O. 1990, c. M.35

Niagara Parks Act, R.S.O. 1990, c. N.3

Ontario Heritage Act, R.S.O. 1990, c. O.18, except in respect of Part III

Ontario Place Corporation Act, R.S.O. 1990, c. O.34

Ontario Trails Act, 2016, S.O. 2016, c. 8, Sched. 1

Ontario Wine Week Act, 2005, S.O. 2005, c. 22

Ottawa Convention Centre Corporation Act, R.S.O. 1990, c. O.45

Public Libraries Act, R.S.O. 1990, c. P.44

Rowan’s Law Advisory Committee Act, 2016, S.O. 2016, c. 11

Royal Botanical Gardens Act, [1989 c. Pr.22]

Royal Ontario Museum Act, R.S.O. 1990, c. R.35

Science North Act, R.S.O. 1990, c. S.4

Sikh Heritage Month Act, 2013, S.O. 2013, c. 12

South Asian Heritage Act, 2001, S.O. 2001, c. 29

St. Lawrence Parks Commission Act, R.S.O. 1990, c. S.24

Status of Ontario’s Artists Act, 2007, S.O. 2007, c. 7, Sched. 39

Tamil Heritage Month Act, 2014, S.O. 2014, c. 4

Tartan Act, 2000, S.O. 2000, c. 8

Ukrainian Heritage Day Act, 2011, S.O. 2011, c. 3

United Empire Loyalists’ Day Act, 1997, S.O. 1997, c. 42

(149-G521E)