HomeMy WebLinkAbout09 127 BCF-CC Intake 2 Contribution Agreement By-LawTHE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
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BY-LAW
NO. 2009 —127
BEING A BY-LAW TO AUTHORIZE THE SIGNING OF
AN AGREEMENT WITH HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO AS REPRESENTED BY THE MINISTER OF ENERGY AND
INFRASTRUCTURE
(BUILDING CANADA FUND INTAKE 2)
• WHEREAS Sections 8 (1) and 9 of the Municipal Act, 2001, S.O. 2001, c. 25, as
amended, provide that the powers of a municipality under this or any other Act
shall be interpreted broadly so as to confer broad authority on the municipality to
enable the municipality to govern its affairs as it considers appropriate and to
enhance the municipality's ability to respond to municipal issues and has the
capacity, rights, powers and privileges of a natural person for the purpose of
exercising its authority under this or any other Act;
AND WHEREAS the Building Canada Fund — Communities Component (BCF-
CC) was created to improve and renew public infrastructure in Ontario's
communities with populations of less than 100,000 people;
AND WHEREAS The Corporation of the Municipality of Kincardine submitted an
application under Intake Two of the Building Canada Fund Communities
Component in consideration of the repair and restoration of the Kincardine
Centre for the Arts, hereinafter referred to as the `Project';
AND WHEREAS the Municipality of Kincardine's application has been reviewed
and approved for conditional funding support;
• AND WHEREAS this Agreement defines the terms and conditions of a financial
contribution from Canada and Ontario to assist with the Project under BCF-CC
which is being administered by the Government of Ontario;
AND WHEREAS the Council of The Corporation of the Municipality of Kincardine
deems it advisable to enter into a Contribution Agreement with her Majesty the
Queen in Right of Ontario as represented by the Minister of Energy and
Infrastructure, attached hereto as Schedule "A";
NOW THEREFORE the Council for The Corporation of the Municipality of
Kincardine ENACTS as follows:
1. That The Corporation of the Municipality of Kincardine enter into a
Contribution Agreement with Her Majesty the Queen in Right of Ontario as
represented by the Minister of Energy and Infrastructure for the Building
Canada Fund — Communities Component Intake 2 for Infrastructure Projects.
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By-law No. 2009 - 127
2. That the Mayor and CAO be authorized to sign, on behalf of The Corporation
of the Municipality of Kincardine, the Contribution Agreement with Her
• Majesty the Queen in Right of Ontario as represented by the Minister of
Energy and Infrastructure, attached hereto as Schedule "A".
3. That this By-law shall come into full force and effect upon receipt by the
Municipality of Kincardine of a duly signed copy of the Contribution
Agreement with the Minister of Energy and Infrastructure for the Province of
Ontario.
4. This By-law may be cited as the "BCF-CC Intake 2 Contribution Agreement
By-law".
a F and S ND TIME this 2"d day of September, 2009.
y Clerk
r �
a THIS TIME o FINALLY PASSED this 2"d day of September, 2009.
0
,
THIS AGREEMENT made in quadruplicate as of the day of CSC- 2009.
BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO,
as represented by the Minister of Energy and Infrastructure
and the
Minister of Agriculture, Food and Rural Affairs (referred to herein jointly as
"Ontario", and as "OMAFRA" in the latter case)
A N D: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
(referred to herein as the "Recipient")
WHEREAS the Parties recognize that investments in public infrastructure are fundamental to
the quality of life of Ontarians and necessary to ensure continued economic growth;
AND WHEREAS the purpose of the Building Canada Fund — Communities Component (BCF-
CC) is to improve and renew public infrastructure in Ontario's communities with populations of
less than 100,000 people;
AND WHEREAS investments under the BCF-CC focus on projects in smaller communities to
advance federal and provincial objectives of economic growth, cleaner environment, and strong
and prosperous communities;
AND WHEREAS the BCF-CC supports projects that address local needs;
AND WHEREAS Recipients under the BCF-CC may choose to apply for funding for Projects in
the categories of drinking water, wastewater, public transit, Core National Highway System,
green energy, disaster mitigation, solid waste management, Brownfield remediation and
redevelopment, culture, sport, recreation, connectivity and broadband, local roads, shortline
railways, short -sea shipping, regional and local airports, tourism as well as collaborative
projects;
AND WHEREAS this Agreement defines the terms and conditions of a financial contribution
from Canada and Ontario to assist with the Project under BCF-CC which is being administered
by the Government of Ontario;
AND WHEREAS the Government of Canada and the Government of Ontario entered into the
Building Canada Fund Communities Component Agreement 2007-2017 (BCF-CCA), dated the
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2
File# 28079
261h day of August, 2008, setting out the rights, obligations and requirements with respect to
investments under the BCF-CC;
AND WHEREAS the terms and conditions of the BCF-CCA have been amended since August
26, 2008;
AND WHEREAS the Government of Canada and the Government of Ontario entered into the
Building Canada Fund Communities Component Amended Agreement 2007-2017 (BCF-CCA)
dated the 141h day of August, 2009, setting out the rights, obligations and requirements with
respect to investments under the BCF-CC;
AND WHEREAS in Budget 2009, the Government of Canada announced an increase of $500
million in funding to the BCF-CC, to be allocated to the provinces, together with specific terms
and conditions with respect to this increased funding;
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained
and other good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties covenant and agree as follows:
This Agreement, including:
Schedule "A"
- General Terms and Conditions
Schedule "B"
- Description of the Project
Schedule "C"
- Eligible and Ineligible Costs
Schedule "D"
- Financial Assistance
Schedule "E"
- Government of Canada Requirements
Schedule "F"
- Additional Provisions
Schedule "G"
- Communications Requirements
Schedule "H"
- Expenditure and Job Creation Report
Schedule "I"
- Claim and Progress Statement
Schedule "J"
- Final Report
Schedule "K"
- Solemn Declaration of Substantial Completion
Schedule "L"
- Aboriginal Consultation Protocol
constitutes the entire agreement between the parties with respect to the subject matter
contained in this Agreement and supersedes all prior oral or written representations and
agreements.
IN WITNESS WHEREOF, the Government of Ontario and the Recipient have respectively
executed and delivered this Agreement on the date set out above.
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the Minister of Energy and Infrastructure
by:
OCT 2 9 2009
Name: The nou able George Smitherman Date
Title: DeputV Pr mier and Minister of Energy and Infrastructure
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and by the Minister of Agriculture, Food and Rural Affairs
by:
otcu-j o-1
Name: Honourable Leona DombrcVsky Date
Title: Minister of Agriculture, Food and Rural Affairs
RECIPIENT'S NAME: THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
by:
�7a m e. L r Kraemer
Title: "or
Corporate
Seal �-
Name: John de osenroil
Title: CAO
/we have authority to bind the Recipient
Date
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SCHEDULE "A"
GENERAL TERMS AND CONDITIONS
SECTION 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions. When used in this Agreement (including the cover and execution pages
and all of the schedules), the following terms shall have the meanings ascribed to them
below unless the subject matter or context is inconsistent therewith:
"Aboriginal Group(s)" includes the Indian, Inuit and the Metis peoples of Canada or any other
group that has legally been recognized as holding Aboriginal or treaty rights under section 35 of
the Constitution Act, 1982..
"Adjust the Financial Assistance" means adjust or terminate the Financial Assistance on the
Project or the amount of financial assistance for any other of the Recipient's project(s) under the
BCF-CC, or any other provincial program(s) or initiative(s) (either current or future), and/or
require repayment for some or all of the Financial Assistance for the Project in an amount to be
determined by OMAFRA and within the period specified by OMAFRA.
"Agreement" means the Building Canada Fund —Communities Component Contribution
Agreement for Infrastructure Projects -Intake 2, including the cover and execution pages and all
of the schedules hereto, and all amendments made hereto in accordance with the provisions
hereof.
"Allowable Financial Assistance" has the meaning given to it in Section 8.1 of this Agreement.
"Assets" means any moveable or non -moveable asset, constructed, rehabilitated, or improved,
in whole or in part, with funds contributed by the Government of Canada and the Government of
Ontario under this Agreement.
"Business Day" means any day on which Government of Ontario offices generally are open for
business in the Province of Ontario.
"Claim and Progress Statement" has the meaning given to it in Section 6.3 of this Agreement.
"Claims Submission" has the meaning given to it in Section 6.3 of this Agreement.
"Communication Requirements" means the communication requirements set out in Schedule
"G" hereto, or as directed by OMAFRA from time to time.
"Consultant" means any consultant, engineer, contractor, project manager, architect or other
service provider, as the case may be, retained by the Recipient to undertake any part of the
work related to the Project.
"Contract" means a contract between a Recipient and a third party at arm's length whereby the
latter agrees to provide a product or service to the Project in return for financial consideration
that may be claimed as an Eligible Cost.
"Crown Agency" means a crown agency as defined in the Crown Agency Act, R.S.O. 1990, c.
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C.48, as amended.
"Eligible Costs" means the costs so described in Part CA in Schedule "C".
"End of Financial Assistance Date" means March 31, 2011.
"Environmental Contaminant" means any hazardous or toxic substance or material including,
without limitation, products of waste, contaminants, pollutants, dangerous substances, noxious
substances, toxic substances, hazardous wastes and flammable, explosive or improperly
handled friable materials.
"Environmental Laws" means all applicable federal, provincial or municipal laws, regulations,
by-laws, orders, rules, policies or guidelines respecting the protection of the natural
environment, public or occupational health or safety, and the manufacture, importation,
handling, transportation, storage, disposal and treatment of Environmental Contaminants and
include, without limitation, the Environmental Protection Act, R.S.O. 1990, c. E. 19, as
amended, the Environmental Assessment Act, R.S.O. 1990, c. E. 18, as amended, the Ontario
Water Resources Act, R.S.O. 1990, c. O. 40, as amended the Canadian Environmental
Protection Act 1999, S.C. 1999, c. 33, as amended, the Canadian Environmental Assessment
Act, S.C. 1992, c. 37, as amended, the Fisheries Act, R.S.C. 1985, c. F-14, as amended and
the Navigable Waters Protection Act, R.S.C. 1985, c. N-22, as amended.
"Event of Default" has the meaning given to it in Section 15.1 of this Agreement.
"Expenditure and Job Creation Report" has the meaning given to it in Section 6.2 of this
Agreement.
"Expiration Date" means March 31, 2012.
"Federal Licensed Marks" has the meaning given to it in Section 5 of Schedule "E" to this
Agreement.
"Federal Maximum Financial Assistance" has the meaning set out in Schedule "D".
"Final Report" has the meaning given to it in Section 6.4 of this Agreement.
"Final Report Date" means April 30, 2011.
"Financial Assistance" means the funds contributed by the Governments of Canada and
Ontario to be advanced by OMAFRA to the Recipient pursuant to this Agreement.
"Fiscal Year" means the period beginning on April 1 of a year and ending on March 31 of the
following year.
"Government of Canada" means Her Majesty the Queen in right of Canada.
"Government of Ontario" means Her Majesty the Queen in right of Ontario.
"Infrastructure" means publicly or privately owned capital assets in Ontario for public use or
benefit.
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"Indemnified Parties" means Her Majesty the Queen in right of Ontario, Her Ministers,
directors, officers, agents, appointees and employees and Her Majesty the Queen in right of
Canada, Her Ministers, directors, officers, agents, appointees and employees.
"Ineligible Costs" means the costs so described in Part C.2 of Schedule "C".
"Joint Secretariat" means the Joint Secretariat referred to in Section 4.5 of the BCF-CCA.
"Licensed Marks" has the meaning given to it in Section 13 of Schedule "A".
"Local Government" means a "municipality" as defined in the Municipal Act, 2001(Ontario)
with a population of less than 100,000 people and includes a local board of a municipality and a
board, commission or other local authority exercising any power with respect to municipal affairs
or purposes in an unorganized township.
"Maximum Financial Assistance" has the meaning set out in Section 4.6 and Schedule "D"
hereto.
"Ontario Maximum Financial Assistance" has the meaning set out in Schedule "D" hereto.
"Oversight Committee" means the committee established pursuant to Section 4 of the BCF-
CCA, responsible for administering and managing the BCF-CCA;
"Project" means the project described in Schedule "B".
"Project Completion Date" means March 31, 2011.
"Project Construction Start Date" has the meaning given to it in Schedule "B".
"Project Status Report" has the meaning given to it in Section 6.1 of this Agreement.
"Recipient" has the meaning given to it on the first page of this Agreement.
"Solemn Declaration of Substantial Completion" has meaning given to it in Schedule "K" of
this Agreement.
"Substantially Completed" has the same meaning and shall be determined in accordance with
how the term "substantially performed" is determined in subsection 2(1) of the Construction Lien
Act, R.S.O. 1990, c. C.30, as amended, and "substantial completion" shall have a
corresponding meaning.
"Total Eligible Costs" has the meaning set out in Schedule "D" hereto.
1.2 Herein, etc. The words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular schedule, article,
section, paragraph or other subdivision of this Agreement.
1.3 Currency. Any reference to currency is to Canadian currency and any amount
advanced, paid or calculated is to be advanced, paid or calculated in Canadian currency.
1.4 Statutes. Any reference to a statute is to such statute and to the regulations made
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pursuant to such statute as such statute and regulations may at any time be amended or
modified and in effect and to any statute or regulations that may be passed that have the
effect of supplementing or superseding such statute or regulations.
1.5 Gender, singular, etc. Words importing the masculine gender include the feminine or
neuter gender and words in the singular include the plural, and vice versa.
1.6 OMAFRA Approvals. Any reference to, or requirement for, the approval of OMAFRA in
this Agreement or in any schedule hereto shall be deemed to require the prior and
express written approval of OMAFRA.
SECTION 2
TERM OF AGREEMENT
2.1 Term. Subject to any extension or termination of this Agreement or the survival of any
of the provisions of this Agreement pursuant to the provisions contained herein, this
Agreement shall be in effect from the date set out on the first page of this Agreement, up
to and including the Expiration Date (the "Term").
2.2 End of Financial Assistance Date. Notwithstanding anything in this Agreement and
regardless of the Project's state of completion, the Government of Ontario shall not be
obligated to provide Financial Assistance under this Agreement after the End of
Financial Assistance Date. The Recipient will be responsible for any financial
obligations after that date related to the Project or this Agreement.
2.3 Project Completion Date. The Recipient shall complete the Project by the Project
Completion Date. The Government of Ontario shall not be obligated to provide Financial
Assistance under this Agreement for any costs incurred after the Project Completion
Date. The Recipient will be responsible for any risks and obligations to complete the
Project if the Recipient fails to complete the Project by the Project Completion Date. The
Recipient will also be responsible for completing the Project as soon as possible after
the Project Completion Date.
SECTION 3
ELIGIBLE COSTS
3.1 Eligible Costs. For a cost to be eligible for Financial Assistance pursuant to this
Agreement (an "Eligible Cost"), the cost must be included in Schedule "C", Part CA
except where otherwise expressly approved in writing by OMAFRA. For greater
certainty, where Schedule "B" identifies a portion of the works that are specifically
excluded from the description of the Project under this Agreement, the costs associated
with that portion of the works are not eligible for any Financial Assistance.
3.2 Discretion of OMAFRA. Subject to Section 3.1, the eligibility of any costs not listed in
Part CA of Schedule "C" will be determined in accordance with the policies and
guidelines (if any) established by OMAFRA to administer the BCF-CC. The final
determination of the eligibility of any costs claimed is at the sole and absolute discretion
of OMAFRA.
3.3 Retention of Receipts. The Recipient shall retain all records of payments related to
Eligible Costs including, without limitation, invoices and receipts, for audit purposes and
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such supporting documentation must be available to OMAFRA when requested and
shall be retained until 6 years after the Substantial Completion of the Project, any
extension thereof or for such period as OMAFRA in its sole discretion may, in writing,
direct.
3.4 Ineligible Costs. Notwithstanding anything else contained herein, the costs that are not
eligible for Financial Assistance pursuant to this Agreement are set out in Part C.2 of
Schedule "C" ("Ineligible Costs").
3.5 Deemed Ineligible. The Recipient acknowledges that the Government of Ontario's
Fiscal Year ends on March 31 in each year, and that should a cost not be submitted by
the Recipient for payment of Financial Assistance before March 31 of the year following
the Fiscal Year in which it was incurred, such cost may be deemed, at OMAFRA's sole
and absolute discretion, ineligible for Financial Assistance.
SECTION 4
FINANCIAL ASSISTANCE
4.1 Use of Financial Assistance. The Financial Assistance is intended for and shall be
used only for Eligible Costs incurred by the Recipient.
4.2 Basis of Payout of Financial Assistance. The Financial Assistance will be provided
by OMAFRA to the Recipient on the basis set out in Schedule "U'.
4.3 Reporting. The Recipient is required to submit Project Status Reports and Expenditure
and Job Creation Reports to OMAFRA pursuant to Section 6.1 and Section 6.2 prior to
OMAFRA releasing any Financial Assistance.
4.4 Financial Assistance Advanced. If Financial Assistance is provided to the Recipient
by OMAFRA prior to OMAFRA receiving evidence that the associated Eligible Costs
have already been paid by the Recipient, then such Financial Assistance, including all
interest earned thereon, shall be deemed to remain the property of OMAFRA and must
be held by the Recipient in trust for OMAFRA in an interest bearing account pending
payment of Eligible Costs. This includes, without limitation, any payment of Financial
Assistance that is made to the Recipient without the requirement of the Recipient
providing OMAFRA with a Claims and Progress Statement, a Final Report or such other
documentation as OMAFRA in its sole and absolute discretion may require.
4.5 Deposit of Financial Assistance In Canadian Financial Institution and Interest on
Financial Assistance Advanced. All Financial Assistance provided, including any
advanced Financial Assistance as well as all interest earned thereon, shall be deemed
to remain the property of the Government of Ontario and must be held by the Recipient
for the Government of Ontario in an interest bearing account in the name of the
Recipient at a Canadian financial institution, pending cash payment of Eligible Costs.
The amount of interest earned (if any) shall be reported to OMAFRA. If the Recipient
earns any interest on the advanced Financial Assistance:
a) OMAFRA may deduct an amount equal to the interest from any other instalments
of Financial Assistance; or
b) The Recipient shall pay an amount equal to the interest to OMAFRA if directed
by OMAFRA.
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4.6 Maximum Financial Assistance. The total amount of Financial Assistance provided to
the Recipient shall in any event be no greater than the Maximum Financial Assistance
figure set out in Schedule "D" hereto.
4.7 Excess Financial Assistance. The Recipient shall immediately notify OMAFRA should
the Project require less than the Total Eligible Costs to be Substantially Completed, or
where additional funding is secured from other government sources such that the total
funds available to the Recipient for the Project (other than the Financial Assistance)
exceed the Maximum Financial Assistance. OMAFRA may, in its sole and absolute
discretion, Adjust the Financial Assistance on the Project.
4.8 Interdependent Projects. Where implementation of a Project is dependent on
completion of a project by others and others do not complete the interdependent project
in whole or in part, OMAFRA may, in its sole and absolute discretion, Adjust the
Financial Assistance for the Project.
4.9 Recipient Not Carrying Out Project. The Recipient shall immediately notify OMAFRA
if it does not intend to carry out any Project in whole or in part as specified in Schedule
"B" hereto in which case OMAFRA may, in its sole and absolute discretion, Adjust the
Financial Assistance for the Project.
4.10 New Information. In the event of new information, errors, omissions or other
circumstances affecting the determination of the amount of Financial Assistance under
this Agreement, OMAFRA may, in its sole and absolute discretion, Adjust the Financial
Assistance for the Project.
4.11 Alternatives to Project. If the Recipient becomes aware of any means of completing
either the Project's objective or the Project itself that are more cost effective, the
Recipient shall immediately notify OMAFRA, in which case OMAFRA may, in its sole
and absolute discretion, Adjust the Financial Assistance. Likewise, if OMAFRA
becomes aware of any alternative means of completing either the Project's objective or
the Project itself that are more cost effective, the Recipient will be notified and OMAFRA
may, in its sole and absolute discretion, Adjust the Financial Assistance.
4.12 Goods and Services Tax. The Financial Assistance is based on the net amount of
Goods and Services Tax to be paid by the Recipient pursuant to the Excise Tax Act,
R.S.C. 1985, c. E-15, as amended, net of any applicable rebates. If and when the
Harmonized Sales Tax is phased in within the Province of Ontario, the Financial
Assistance will be based on the net amount of the Harmonized Sales Tax to be paid by
the Recipient, net of any applicable rebates.
4.13 Withholding Payment. OMAFRA may, in its sole and absolute discretion, withhold
payment of Financial Assistance where the Recipient is in default in obtaining any
necessary permits, approvals or licenses applicable to the Project or is in default of
compliance with any provisions of this Agreement or any applicable federal, provincial or
municipal laws, and all rules, regulations, by-laws, notices, orders, approvals directives,
protocols, policies and guidelines.
4.14 Financial Assistance upon Expiry. Without limiting any rights OMAFRA has under
this Agreement, at law or in equity, OMAFRA shall have the right to be repaid, in whole
or in part, for Financial Assistance advanced by OMAFRA and unspent by the Recipient
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for a Project that has not been completed by the Project Completion Date.
4.15 Limitation on Payment of Financial Assistance. Notwithstanding Section 4.4 of this
Agreement, OMAFRA may choose not to advance any Financial Assistance to the
Recipient until the Recipient provides the insurance certificate or other documents
provided for in Section 9 of this Agreement.
4.16 Insufficient Funds Provided by the Legislature or Government of Canada. If, in the
opinion of the Government of Ontario, the Legislative Assembly of Ontario or the
Government of Canada does not provide sufficient funds to continue the Financial
Assistance for any Fiscal Year during which this Agreement is in effect, the Government
of Ontario may terminate this Agreement in accordance with the terms specified in
Section 15.5 of this Agreement.
SECTION 5
PROJECT AWARD, CONSULTATIONS WITH ABORIGINAL GROUP(S), MANAGEMENT
AND COMPLETION
5.1 Recipient Fully Responsible. The Recipient shall be fully responsible for the
undertaking, implementation and completion of the Project and shall retain any and all
Consultants reasonably required to undertake a project of the size, scope and
complexity of the Project. Where implementation of the Project is dependent on
completion of a project by others, the Recipient shall be fully responsible for obtaining
any assurances that it may require from others in relation to the implementation of the
Project by the Recipient.
5.2 Government of Ontario not responsible for implementation. The Government of
Ontario shall not be responsible in any way whatsoever for the undertaking,
implementation and completion of the Project or any interdependent project of others.
5.3 Government of Ontario not responsible for costs, etc. The Government of Ontario
shall not be responsible for any costs associated with the operation, maintenance and
repair of the Project nor for any claims, proceedings or judgments arising from any
tender and bidding process.
5.4 Consultations with Aboriginal Group(s). The Recipient agrees to be bound by the
terms of the Aboriginal Consultation Protocol set out in Schedule "L".
5.5 Behaviour of Recipient. The Recipient shall at all times carry out the Project in an
economical and businesslike manner, in accordance with this Agreement subject to any
reasonable changes that OMAFRA may agree to or require from time to time in writing.
5.6 Competitive Process. The Recipient shall acquire and manage its equipment, services
and supplies, including any construction component, required for the Project through a
transparent, competitive process that ensures the best value for the Financial Assistance
expended. Where the Recipient is a municipal entity, the Recipient shall follow its
procurement policies as required by the Municipal Act, 2001, 2001, S.O. c. 25, as
amended or, for the City of Toronto, the City of Toronto Act, 2006, S.O. 2006, c. 11,
Sched. A, as amended. Where the Recipient is a not -for -profit private sector entity, a for -
profit private sector entity or a Local Services Board, the Recipient shall ensure that for
equipment, services and supplies, the estimated cost of which exceeds $25,000.00, the
Recipient shall obtain at least three written quotes unless OMAFRA gives prior written
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approval. The requirement for a competitive process for municipal Recipients, not -for -
profit private sector Recipients, for -profit private sector Recipients or Local Services
Board Recipients may be waived with prior written approval by OMAFRA if:
a) the expertise and/or equipment the Recipient is purchasing is specialized and is
not readily available; or
b) the Recipient has recently researched the market for a similar purchase and
knows prevailing market costs for the equipment, services or supplies
purchased.
5.7 Trade Agreements. If the Recipient is subject to any provincial or federal trade
agreements to which Ontario is a party, the Recipient shall comply with the applicable
requirements of such trade agreements. In particular, and without limitation, if the
Recipient is subject to Annex 502.4 of the Agreement on Internal Trade, the Recipient
shall comply with all of the applicable requirements of that Annex. In the event of any
conflict between the requirements of Section 5.6 of this Agreement and the requirements
of this Section 5.7, the requirements referenced in this Section 5.7 shall apply.
5.8 Final claims. The Recipient shall submit its final claims for all costs incurred by the End
of Financial Assistance Date with the required documentation, including the Final Report
as per Section 6.4 of this Agreement, for approval, cost reviews, audits (including any
value for money audits OMAFRA may decide to undertake in its sole and absolute
discretion) within 90 days following the Substantial Completion of the Project and no
later than the Final Report Date or such later date as is specified in writing by OMAFRA.
Upon completion of the final cost reviews, audits and settlement, OMAFRA shall not be
obligated to consider any further claims in relation to the Project. The Recipient shall
also submit, upon request by OMAFRA, the required documentation for approval, cost
reviews and audits.
5.9 Commencement of Project. The Recipient shall begin the Project within sixty (60)
days of the Project construction start date, as per Schedule "B", failing which this
Agreement may be terminated pursuant to Section 15, unless otherwise approved by the
Oversight Committee.
5.10 Contracts. The Recipient shall ensure that all Contracts:
a) are consistent with this Agreement all policies issued by the Oversight
Committee;
b) do not conflict with this Agreement;
c) incorporate the relevant provisions of this Agreement and any policies issued by
the Oversight Committee to the fullest extent possible;
d) be consistent with all policies and procedures issued by the Government of
Canada and/or the Government of Ontario may provide to the Recipient for the
BCF-CC;
e) are awarded and managed:
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(i) in a way that is transparent, competitive and consistent with value for
money principles; and
(ii) in accordance with all applicable policies and procedures the Government
of Ontario may provide to the Recipient;
f) require that the parties thereto comply with any and all applicable federal,
provincial or municipal laws, and all rules, regulations, by-laws, notices, orders,
approvals directives, protocols, policies and guidelines; and
g) authorize the Governments of Canada and Ontario to collect, use and distribute
information and data gathered by parties, perform audits and monitor the Project
as they see fit.
SECTION 6
REPORTING REQUIREMENTS
6.1 Project Status Report. The Recipient shall submit monthly Project Status Reports in
the format prescribed by OMAFRA including such information as estimated percentage
of project completion, tender call dates, tender award dates, forecast and actual
construction start and end dates, and all other information respecting the progress of the
Project that may be requested by OMAFRA or of which the Recipient becomes aware
that may affect the Project's timely completion.
In addition, and without limitation by the communications requirements set out elsewhere
in this Agreement, the Recipient shall also submit copies of all communications and
public information materials related to the Project with the Project Status Reports..
6.2 Expenditure and Job Creation Report. The Recipient shall submit to OMAFRA a
quarterly Expenditure and Job Creation Report, as set out in Schedule "H" hereto and
which may be amended by OMAFRA from time to time on or before May 15, August 15,
November 15 and February 15 for each Fiscal Year.
6.3 Claims Submission. Recipient Claim Submissions shall include, but are not limited to,
the following report:
Claim and Progress Statement. The Recipient shall provide OMAFRA with a duly
executed report in the form set out in Schedule "I" ("Claim and Progress Statement") that
shall contain information to allow OMAFRA to assess the progress of the Project.
OMAFRA may amend the Claims and Progress Statement from time to time, as well as
the eligibility of that portion of the Project for which disbursement is being requested and
the individual Project tasks and milestones.
6.4 Final Report Within ninety (90) days of the Project becoming Substantially Completed
and no later than the Final Report Date or such later date as is specified in writing by
OMAFRA, the Recipient shall submit a final report (the "Final Report' as set out by
Schedule "J" and the "Solemn Declaration of Substantial Completion" as set out by
Schedule ' ) for the Project to OMAFRA in a form satisfactory to OMAFRA and the
Recipient shall follow such administrative procedures as are specified from time to time
by OMAFRA.
Upon acceptance of the Final Report and the processing of final claims, OMAFRA shall
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not be obligated to consider any further claims in relation to the Project.
SECTION 7
RECORDS AND AUDIT
7.1 Separate Records. The Recipient shall maintain separate records and documentation
for the Project and keep all records and documentation for six (6) years after the
submission of the final claims referred to in Section 5.9 of this Agreement or a longer
period of time, as specified by OMAFRA in writing.
7.2 Provide Records to OMAFRA. The Recipient shall provide to OMAFRA, upon request
and at the Recipient's expense (including but not limited to photocopying, electronic
media, transportation and postage, associated staff time, information retrieval and other
office expenses), all records and documentation (including invoice summaries and
certified statement of final costs) of the Recipient and its auditors, Consultants relating to
the Project or any other project(s) of the Recipient under the -BCF-CC, or any other
Government of Ontario program(s), for the purposes of cost reviews, audits (including
any value for money audits that OMAFRA may decide to undertake in its sole and
absolute discretion) and settlement, as may be required by OMAFRA, of the Project or
any other project(s) of the Recipient under the BCF-CC, or any other Government of
Ontario program(s). Such material shall be provided in a form and manner satisfactory
to OMAFRA.
7.3 External Auditor. OMAFRA may require the assistance of an external auditor to carry
out a review of the material referred to in Sections 7.1 and 7.2 of this Agreement. If so,
the Recipient shall, upon request, retain an external auditor acceptable to OMAFRA at
the Recipient's sole expense. The Recipient shall ensure that any auditor who conducts
a financial or program review pursuant to this section of the Agreement or otherwise,
provides a copy of the report to OMAFRA for its consideration at the same time that the
report is given to the Recipient.
7.4 Auditor General of Canada. The Auditor General of Canada, may, at the Auditor
General of Canada's cost, conduct an audit with respect to the use of Financial
Assistance under this Agreement. For the purposes of facilitating such inquiry, the
Recipient shall release to OMAFRA upon request and in a timely manner, for the
purpose of releasing to the Auditor General of Canada: all records held by the Recipient,
or by agents or contractors of the Recipient, relating to this Agreement and/or the
Financial Assistance; and such further information and explanations as the Auditor
General, or anyone acting on behalf of the Auditor General may request relating to any
part of this Agreement of the use of Financial Assistance.
7.5 Auditor General of Ontario. The Auditor General of Ontario, may, at the Auditor
General of Ontario's cost, conduct an audit with respect to the use of Financial
Assistance under this Agreement. For the purposes of facilitating such inquiry, the
Recipient shall release to OMAFRA upon request and in a timely manner, for the
purpose of releasing to the Auditor General of Ontario: all records held by the Recipient,
or by agents or contractors of the Recipient, relating to this Agreement and/or the
Financial Assistance; and such further information and explanations as the Auditor
General, or anyone acting on behalf of the Auditor General may request relating to the
Financial Assistance.
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7.6 Information. The Recipient shall supply to OMAFRA, upon request, such information in
respect of the Project and its results including without limitation all contracts and
agreements related to the Project and all plans and specifications related to the Project,
as OMAFRA may require. The Government of Ontario and the Government of Canada,
their respective agents and employees, including the Auditor General's Office, shall be
allowed access to the Recipient's premises and staff and to the Project site at all
reasonable times to (i) inspect the progress and monitor the Project; (ii) perform cost
reviews and audits on the Project; and (iii) complete any other auditing or monitoring that
may be reasonably required in relation to the Project.
7.7 Information Condition Precedent for Payment. If, in the opinion of OMAFRA, any of
the information requirements of this Article are not met, OMAFRA may, in its sole and
absolute discretion, require the information as a condition precedent to any payment in
relation to the Project or any other project(s) of the Recipient under the BCF-CC, or any
other provincial program(s) (either current or future). In addition, OMAFRA may, in its
sole and absolute discretion, Adjust the Financial Assistance for the Project.
SECTION 8
OVERPAYMENT AND FAILURE TO SUBSTANTIALLY PERFORM CONTRACT WITHIN
TIMELINES
8.1 Allowable Financial Assistance. Financial Assistance advanced to the Recipient prior
to the submission of a Final Report shall not be construed as a final determination of the
amount of Financial Assistance applicable to the Project. Upon conducting a final cost
review or audit of the Project, OMAFRA will determine the final amount of Financial
Assistance on the Project (the "Allowable Financial Assistance"). For certainty, the
Allowable Financial Assistance shall not exceed the Maximum Financial Assistance. The
Recipient agrees to repay to OMAFRA, upon receipt of a written demand and within the
period specified by OMAFRA, that portion of the total of the Financial Assistance
advanced that exceeds the Allowable Financial Assistance applicable to the Project, as
determined by OMAFRA, as well as any Financial Assistance used for a purpose other
than that stated in the terms of this Agreement, as determined by OMAFRA.
8.2 Deduction of Overpayment. OMAFRA may deduct any overpayments of Financial
Assistance for the Project from financial assistance payable on any other Project(s) of
the Recipient under the BCF-CC or any other Government of Ontario program(s) and/or
Government of Canada program(s) that are delivered by the Government Ontario on
behalf of the Government of Canada (either current or future). Any overpayment made
on any other Project(s) of the Recipient under the BCF-CC or any other Government of
Ontario program(s) (either current or future) may in turn be deducted from Financial
Assistance payable on the Project.
8.3 Interest on Overpayment. OMAFRA reserves the right to demand interest on any
overpayment of Financial Assistance owing by the Recipient under the terms of this
Agreement at the then current interest rate charged by the Government of Ontario on
accounts receivable. The Recipient shall pay the amount of interest owing upon receipt
of a written demand and within the period specified by OMAFRA.
8.4 Recovery of Financial Assistance. Where Eligible Costs committed to a Project have
not been incurred, OMAFRA may withdraw any unspent Financial Assistance for the
Project if it has not started construction on its scheduled start date or if a Project has
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started construction but for which progress is not to the satisfaction of Ontario.
SECTION 9
INSURANCE AND BONDING
9.1 Insurance. The Recipient represents and warrants that it has, and shall maintain in full
force and effect for the term of the Agreement, at its own cost and expense, with insurers
having a secure A.M. Best rating of B+ or greater, or the equivalent, all the necessary
and appropriate insurance that a prudent person carrying out a project similar to the
Project would maintain, including commercial general liability insurance on an
occurrence basis for third party bodily injury, personal injury and property damage, to an
inclusive limit of not less than five million dollars ($5,000,000.00) per occurrence. The
commercial general liability insurance policy shall include the following:
(i) the Indemnified Parties as additional insureds with respect to liability
arising in the course of performance of the Recipient's obligations under,
or otherwise in connection with, the Agreement;
(ii) a cross liability clause;
(iii) contractual liability coverage; and
(vii) a 30 day written notice of cancellation, termination or material change.
9.2 Proof of Insurance. The Recipient shall provide OMAFRA with certificates of
insurance, or other proof as may be requested by OMAFRA, that confirms the insurance
coverage as provided for in Section 9.1. Upon the request of OMAFRA, the Recipient
shall make available to OMAFRA a copy of each insurance policy.
9.3 Bonding. The Recipient shall put in effect and maintain in full force and effect or cause
to be put into effect and maintained in full force and effect during the term of this
Agreement:
a) a performance bond in the amount of 100% of the contract price for any
construction Contract related to the Project and which is for an amount greater
than $150,000.00 covering the performance of that construction Contract and the
correction of any deficiencies; and
b) a labour and material payment bond in the amount of 50% of the contract price
for any construction Contract related to the Project and which is for an amount
greater than $150,000.00 covering the payment for labour, material or both.
9.4 Alternatives, reduction or waiver. Notwithstanding the requirements set out in Section
9.3, in the event that the Recipient provides a written business case to obtain approval to
put into effect and maintain an alternative form of security or to reduce or eliminate the
bonds for construction Contracts of $350,000.00 or less, OMAFRA, in its sole discretion,
may accept an alternative form of security, reduce or waive the bonding requirements in
whole or in part.
SECTION 10
INDEMNITY
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10.1 Indemnified Parties not liable. In no event shall the Indemnified Parties be liable for:
a) any bodily injury, death or property damage to the Recipient, its employees,
agents, or Consultants or for any claim, demand or action by any third party
against the Recipient, its employees, agents, or Consultants, arising out of or in
any way related to the BCF-CCA or this Agreement or the Project; nor
b) any incidental, indirect, special or consequential damages, or any loss of use,
revenue or profit to the Recipient, its employees, agents, or Consultants arising
out of or in any way related to the BCF-CCA or this Agreement or the Project.
10.2 Recipient to indemnify. The Recipient agrees to indemnify and hold harmless the
Indemnified Parties from and against all suits, judgments, claims, demands, expenses,
actions, causes of action and losses (including, without limitation, reasonable legal
expenses and any claim for lien made pursuant to the Construction Lien Act, R.S.O.
1990, c. C.30, as amended and for any and all liability for damages to property and
injury to persons (including death) which the Indemnified Parties may incur, otherwise
than by reason of their own negligence or wilful misconduct, as a result of or arising out
of or in relation to: (a) the performance of this Agreement or any breach of the terms of
this Agreement by the Recipient, its officers, servants, employees and agents, or by a
third party, and any of its officers, employees, servants or agents; (b) the ongoing
operation, maintenance and repair of the infrastructure resulting from the Project; or (c)
any omission or other wilful or negligent act of the Recipient, a third party, their
respective employees, officers, servants or agents.
10.3 Further Indemnity. The Recipient further agrees to indemnify and hold harmless the
Indemnified Parties, for any incidental, indirect, special or consequential damages, or any
loss of use, revenue or profit, which the Indemnified Parties may incur, otherwise than by
reason of their own negligence or wilful misconduct, as a result of or arising out of or in
relation to: (a) the performance of this Agreement or any breach of the terms of this
Agreement by the Recipient, its officers, servants, employees and agents, or by a third
party, and any of its officers, employees, servants or agents; (b) the ongoing operation,
maintenance and repair of the infrastructure resulting from the Project; or (c) any omission
or other wilful or negligent act of the Recipient, a third party, their respective employees,
officers, servants or agents.
SECTION 11
TRANSFER AND OPERATION OF INFRASTRUCTURE
11.1 Transfer of ownership. Unless otherwise agreed to by the Governments of Canada
and Ontario, the Recipient will retain title to, and ownership of, the Asset resulting from
the Project for at least ten (10) years after the Project's completion.
11.2 Repayment. In the event that at any time within ten (10) years from the date of
completion of the Project, the Recipient sells, leases, encumbers or otherwise disposes
of, directly or indirectly, any Asset constructed, rehabilitated or improved, in whole or in
part, with the Financial Assistance, other than to Canada, Ontario, a Local Government,
or a Crown corporation of Ontario that is the Ontario's agent for the purpose of
implementing this Agreement, the Recipient hereby undertakes to repay the
Governments of Canada and Ontario, on demand, a proportionate amount of the
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Financial Assistance, as follows:
Where Project asset is sold, leased, encumbered
or disposed of:
Repayment of contribution
in current dollars
Within 2 Years after Project completion
100%
Between 2 and 5 Years after Project completion
55%
Between 5 and 10 Years after Project completion
10%
10 Years after Project completion
0%
11.3 Notice. At any time during the ten (10) years following the date of completion of the
Project, the Recipient agrees to notify OMAFRA in writing of any transaction triggering
the above -mentioned repayment in Section 11.2 of this Agreement, at least one hundred
eighty (180) Business Days in advance.
11.4 Deduction from Financial Assistance. OMAFRA may, in its sole and absolute
discretion deduct the amount of Financial Assistance to be repaid under Section 11.2 of
the Agreement from Financial Assistance payable on any other Project(s) of the
Recipient under the BCF-CC or any other Government of Ontario program(s) (either
current or future) the Recipient receives funding from and provide that money to the
Government of Canada and/or Ontario.
11.5 Revenue from Assets. The Recipient must identify to OMAFRA when an Asset
generates revenues in any given Fiscal Year that exceed its costs, including operating
costs, alternative financing partnerships or public private partnerships costs and
provisions for future life cycle costs and where the intent of revenue generation was not
identified in the Recipient's application for BCF-CC. The Recipient must pay OMAFRA,
upon request, that proportion of excess, that is the same percentage proportion as
Canada's and Ontario's Financial Assistance contribution was to the total cost of the
Asset. This obligation will apply only to the first ten (10) complete Fiscal Years following
the completion date of the Project.
11.6 Asset Operation. The Asset established with the Financial Assistance from OMAFRA
shall be used, maintained and operated for a period of at least one half of the expected
useful life of the asset after the Substantial Completion of the Project as set out in
Schedule "F". Any contravention of this provision shall give OMAFRA the right to
recover a portion or all of the Financial Assistance provided to those Project(s) under this
Agreement.
SECTION 12
CONFLICT OF INTEREST AND CONFIDENTIALITY
12.1 No conflict of interest. The Recipient and its Consultants and any of their respective
advisors, partners, directors, officers, employees, agents, sub -contractors, Consultants
and volunteers shall not engage in any activity or provide any services where such
activity or the provision of such services creates a conflict of interest (actually or
potentially in the sole and absolute opinion of OMAFRA) with the provision of services
under this Agreement. The Recipient acknowledges and agrees that it shall be a conflict
of interest for it to use confidential information of the Government of Ontario that is
relevant to the Project or otherwise where OMAFRA has not expressly authorized such
use in writing. For greater certainty, and without limiting the generality of the foregoing,
a conflict of interest includes a situation where anyone associated with the Recipient is
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able to benefit financially from the Project or where such a person owns or has an
interest in an organization that is carrying out work related to the Project.
12.2 Disclose potential conflict of interest. The Recipient shall disclose to OMAFRA
without delay any actual or potential situation that may be reasonably interpreted as
either a conflict of interest or a potential conflict of interest.
12.3 Freedom of Information and Protection of Privacy Act. The Recipient acknowledges
that the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as
amended binds the Ontario Government.
SECTION 13
RECOGNITION
13.1 Licensed Marks. The Recipient acknowledges that the Governments of Canada and
Ontario are, will be or may be the owner of certain distinguishing marks comprised of
designs, trademarks and official marks which have come or will come to be associated
with BCF-CC (all such current and future marks, being the "Licensed Marks").
13.2 Acknowledgement in advertising and publicity. The Recipient agrees to
acknowledge the Financial Assistance of the Governments of Canada and Ontario to the
Project in all advertising and publicity relating to the Project and in any construction
signs and in any temporary or permanent tributes to Project donors by adhering to the
Communications Requirements, as per Schedule G.
13.3 Use of Licensed Marks. In consideration of receiving the Financial Assistance, the
Recipient agrees to use the Licensed Marks as follows:
a) the Recipient agrees to strictly use the Licensed Marks only as prescribed by the
Communications Requirements and not to use any other mark or trademark in
combination with any of the Licensed Marks without the prior written approval of
the BCF-CC Oversight Committee. The Recipient agrees that it will not alter,
modify, dilute or otherwise misuse the Licensed Marks;
b) the Recipient agrees to submit to the Joint Secretariat copies of any
advertisements or promotional materials containing the Licensed Marks for
approval prior to any use thereof and to remove therefrom either any reference to
the Licensed Marks or any element that the Joint Secretariat may from time to
time upon reasonable notice designate;
c) the Recipient agrees that it will not state or imply, directly or indirectly, that the
Recipient or the Recipient's activities, other than those permitted by this
Agreement, are supported, endorsed, or sponsored by the Joint Secretariat and
upon the direction of the Joint Secretariat express disclaimers to that effect; and
d) the Recipient agrees to promptly inform the Joint Secretariat of any suspected
infringement of any Licensed Marks by a third party.
13.4 Cease using Licensed Marks. Whether or not the Recipient is in breach of this
Agreement, forthwith upon any receipt by the Recipient of a written direction from the
Joint Secretariat, the Recipient shall cease using the Licensed Marks, and without
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limiting the generality of the foregoing, will remove all signage and remove from
circulation any use or reference to the Licensed Marks.
SECTION 14
COVENANTS, REPRESENTATIONS AND WARRANTIES
Covenants, representations and warranties. The Recipient covenants, represents and
warrants to the Government of Ontario that:
a) it is conducting and shall carry on its business in compliance with all applicable
federal, provincial and municipal laws, and all rules, regulations, by-laws, notices,
orders and approvals, directives, protocols, policies and guidelines;
b) it is conducting and shall conduct its business in compliance with all federal
requirements as outlined in Schedule "E";
c) it has authority and any necessary approval to enter into this Agreement and to
carry out its terms;
d) it has or will apply for all permits, approvals, and licenses which are required in
order to carry out the Project;
e) it validly exists as a legal entity with full power to perform and observe all of the
terms and conditions of this Agreement;
f) where applicable, it has passed by-laws required to undertake the Project;
g) it is now and will continue to be compliant with all Environmental Laws;
h) it owns or has a long-term lease (inclusive of any renewals) for the lands on
which the Infrastructure is or will be located that expires no earlier than ten (10)
years following Project completion;
i) provided that the Recipient is not a municipality or a Crown Agency,
A. it is not a non-resident of Canada within the meaning of the Income Tax Act
(Canada);
B. is either a corporation, a partnership or a sole proprietorship validly in
existence; and
C. is registered and qualified to do business wherever necessary to carry out
the Project;
D it has the experience, financial health and ability to carry out this Project;
k) if the Recipient is a Local Government or a Crown Agency, it has the requisite legislative
authority to carry out the Project;
I) all information provided by the Recipient during the BCF-CC application process
remains true, correct and complete in every respect except as set out to the
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contrary herein; and
m) notify OMAFRA of all other sources of funding for each Project contained in
Schedule "B" of this Agreement that may reduce the level of Financial Assistance
the Recipient would be eligible to receive under this Agreement.
14.2 Governance. The Recipient represents, warrants and covenants that, it has, and shall
maintain for the period during which this Agreement is in effect, by-laws or other legally
necessary instruments to:
a) establish the expected code of conduct and ethical responsibilities at all levels of
the Recipient's organization;
b) establish procedures to ensure the ongoing effective functioning of the Recipient;
c) establish decision -making mechanisms;
d) provide for the prudent and effective management of the Financial Assistance;
e) establish procedures to enable the successful completion of the Project;
f) establish procedures to enable the timely identification of risks to the completion
of the Project and strategies to address the identified risks;
g) establish procedures to enable the preparation and delivery of all reports
required under this Agreement; and
h) responsible for other matters as the Recipient considers necessary to ensure that
the Recipient carries out its obligations under the Agreement.
14.3 Representations and warranties true condition precedent for payment. Upon
request, the Recipient shall provide OMAFRA with proof of the matters referred to in this
Article. It is a condition precedent to any payment under this Agreement that the
representations and warranties under this Section are true at the time of payment and
that the Recipient is not in default of compliance with any terms of this Agreement.
Where this is not the case, OMAFRA may, in its sole discretion, Adjust the Financial
Assistance for the Project.
SECTION 15
DEFAULT, ENFORCEMENT AND TERMINATION
15.1 Event of Default. Each and every one of the following events is an "Event of Default":
a) if in the opinion of OMAFRA, the Recipient fails to conform or comply with any
term or covenant contained in this Agreement to be performed or complied with
by the Recipient;
b) if in the opinion of OMAFRA any representation or warranty made by the
Recipient in this Agreement or any certificate delivered to OMAFRA pursuant
hereto shall be materially untrue in any respect;
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c) if an order shall be made or an effective resolution passed for the winding up, or
liquidation or dissolution of the Recipient or the Recipient is otherwise dissolved
or ceases to carry on its operation;
d) if the Recipient uses any of the Financial Assistance for a purpose not authorized
by this Agreement without the prior written consent of OMAFRA;
e) if the Recipient admits in writing its inability to pay its debts generally as they
become due, voluntarily suspends transactions of its usual business, becomes
insolvent, bankrupt, makes an assignment for the benefit of its creditors, or a
receiver or manager, court appointed or otherwise, is appointed for its assets or if
the Recipient takes the benefit of any statute from time to time in force relating to
bankrupts or insolvent debtors;
f) if in the opinion of OMAFRA a material adverse change occurs such that the
viability of the Recipient as a going concern is threatened in the opinion of
OMAFRA, acting reasonably;
g) if in the opinion of OMAFRA the Recipient ceases to operate;
h) if the Recipient fails to begin the Project within sixty (60) days after the date of
Project construction start date, as per Schedule "B", or, in the opinion of
OMAFRA, the Recipient has failed to proceed diligently with the Project or
abandons the Project in whole or in part, or the Recipient is otherwise in default
in carrying out any of the terms, conditions or obligations of this Agreement,
except where such failure is due to causes which, in the opinion of OMAFRA are
beyond the control of the Recipient;
i) if the Recipient has submitted false or misleading information to OMAFRA; or
j) the Recipient and/or any of its Consultants and/or any of their respective
advisors, subcontractors, partners, directors, officers, employees, agents and
volunteers has breached the requirements of Section 12.
15.2 Waiver. OMAFRA may, in its sole and absolute discretion, at any time, waive any Event
of Default which may have occurred provided that no such waiver shall extend to, or be
taken in any manner whatsoever to affect, any subsequent Event of Default or the right
to remedies resulting therefrom, and that no such waiver shall be, or shall be deemed to
constitute, a waiver of such Event of Default unless such waiver is in writing from
OMAFRA.
15.3 Remedies on default. Notwithstanding any other rights which the Government of
Ontario may have under this Agreement, if an Event of Default has occurred, the
Government of Ontario shall have the following remedies provided only that in the case
of an Event of Default which, in the opinion of OMAFRA in its sole and absolute
discretion, is curable, OMAFRA has first given written notice of the Event of Default to
both the Oversight Committee and the Recipient and the Recipient has failed to correct
the Event of Default within thirty (30) Business Days or such period of time as OMAFRA
may consent to in writing:
a) OMAFRA shall have no further obligation to provide any Financial Assistance for
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the Project;
b) the Government of Ontario may, at its option, terminate this Agreement
immediately and OMAFRA may, in its sole and absolute discretion, Adjust the
Financial Assistance. The total amount of Financial Assistance shall be
immediately due and payable by the Recipient and bear interest at the then -
current interest rate charged by the Government of Ontario on accounts
receivable; and
c) the Government of Ontario may avail itself of any of its legal remedies that it may
deem appropriate.
15.4 Additional remedies. In addition to the remedies described in Section 15.3, the
Government of Ontario may commence such legal action or proceedings as it, in its sole
discretion, may deem expedient, without any additional notice under this Agreement.
The rights and remedies of the Government of Ontario hereunder are cumulative and in
addition to, and not in substitution for, all other rights or remedies otherwise available to
the Government of Ontario.
15.5 Termination without cause. Notwithstanding anything else contained herein, the
Government of Ontario reserves the right to terminate this Agreement without cause
upon such conditions as the Government of Ontario may require, with a minimum of
thirty (30) Business Days written notice to the Recipient. If the Government of Ontario
terminates this Agreement prior to its Expiration Date, the Government of Ontario,
subject to all of the Government of Ontario's rights under this Agreement, including,
without limitation, OMAFRA's right to Adjust the Financial Assistance prior to its
expiration, shall only be responsible for the payment of Financial Assistance on the
portion of the Project completed and Eligible Costs already incurred and paid at the time
of such termination provided that the Recipient provides a report to OMAFRA that meets
the requirements of a Claims and Progress Statement and OMAFRA has sufficient funds
appropriated by the Legislative Assembly of Ontario.. Such report must be received by
OMAFRA within ninety (90) Business Days of notice of termination being given to the
Recipient pursuant to this Section.
SECTION 16
NOTICE
16.1 Notice. Any demand, notice or communication to be made or given hereunder shall be
in writing and may be made or given by personal delivery or mailed by first class
registered mail, postage prepaid or by transmittal by facsimile, telecopy, email or other
electronic means of communication addressed to the respective parties as follows at the
addresses set out in Schedule "F" attached hereto or to such other person, address,
facsimile number, telecopy number or email address as either party may from time to
time notify the other in accordance with this Section. Any demand, notice or
communication made or given by personal delivery shall be conclusively deemed to
have been given on the day of actual delivery thereof. Any demand, notice or
communication made or given by facsimile, email or other electronic means of
communication, if made or given at a time when it would be received by the Recipient
during its normal business hours on a Business Day, shall be deemed to be received at
the time it is sent; otherwise, such electronic communication shall be deemed to be
received on the first Business Day following the transmittal thereof. Any demand, notice
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or communication mailed by registered mail shall be deemed to have been received
three (3) Business Days following the day on which it was mailed.
16.2 Representatives. The individuals identified pursuant to Schedule "F' will, in the
first instance, act as the Government of Ontario's or the Recipient's, as the case may be,
representative for the purpose of implementing this Agreement.
SECTION 17
MISCELLANEOUS
17.1 Terms Binding. The Recipient shall take all reasonable measures to ensure that its
officers, directors, partners, employees, agents, sub -contractors and Consultants shall
be bound to observe all of the terms and conditions of this Agreement, including, but not
limited to all covenants, representations and warranties set out herein. The Recipient
shall include in all of its Contract(s) terms and conditions similar to and not less
favourable to the Government of Ontario than the terms and conditions of this
Agreement to the extent that they are applicable to the work subcontracted, including but
not limited to the requirements of Section 7.4 of this Agreement.
17.2 Time Is of the Essence. In the performance and observance of the terms and
conditions of this Agreement, time is of the essence and no extension or variation of this
Agreement shall operate as a waiver of this provision.
17.3 Successors and Assigns. This Agreement shall ensure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
17.4 Severability. The validity or enforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions hereof and such invalid or
unenforceable provisions shall be deemed to be severable.
17.5 No Waiver. The failure by the Government of Ontario to insist in one or more instances
on performance by the Recipient of any of the terms or conditions of this Agreement
shall not be construed as a waiver of the Government of Ontario's right to require further
performance of any such terms or conditions, and the obligations of the Recipient with
respect to such performance shall continue in full force and effect.
17.6 Division of Agreement. The division of this Agreement into schedules, articles,
sections, clauses, paragraphs and the insertion of headings are for the convenience of
reference only and shall not affect the construction or interpretation of this Agreement.
17.7 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws applicable in Ontario.
17.8 Survival. The following schedules, sections and provisions of this Agreement shall
survive the expiration or early termination hereof: Section 4 (Financial Assistance),
Section 6 (Reporting Requirements), Section 7 (Records and Audit), Section 8
(Overpayment and Failure to Substantially Perform Contract Within Timelines), Section
10 (Indemnity), Section 11 (Transfer and Operation of Infrastructure), Section 12
(Conflict of Interest and Confidentiality), Section 13 (Recognition), Section 14
(Covenants, Representations and Warranties), Section 15 (Default, Enforcement and
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BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
Termination), and Section 17.11 (Interest) of Schedule "A"; Schedule "E"; Schedule "F"
(Useful Life of Project Infrastructure); and Schedule "G" (the Recipient's obligation to
maintain a permanent plaque in cases where it is necessary to install a permanent
plaque).
17.9 No Assignment. The Recipient shall not assign any aspect of this Agreement. The
Government of Ontario may assign this Agreement on written notice to the Recipient.
17.10 No Amendment. This Agreement shall not be varied or amended except by a
document in writing, dated and signed on behalf of the Oversight Committee, OMAFRA,
and the Recipient.
17.11 Interest. OMAFRA reserves the right to demand interest on any repayment of Financial
Assistance owing by the Recipient under the terms of this Agreement at the then -current
interest rate charged by the Government of Ontario on accounts receivable. The
Recipient shall pay the amount of interest owing upon receipt of a written demand and
within the period specified by OMAFRA.
17.12 Government of Ontario and Recipient Independent. Nothing in this Agreement shall
be deemed to constitute the Recipient an employee, servant, agent, partner of or in joint
venture with the Government of Ontario for any purpose whatsoever.
17.13 Recipient Cannot Represent the Governments of Canada or Ontario. The provision
of Financial Assistance to the Recipient pursuant to this Agreement is for the sole
purpose of, and is limited to, carrying out the Project. The Recipient warrants and
agrees that under no circumstances shall it enter into any contract or commitment in the
name of or on behalf of the Governments of Canada and/or Ontario. The Recipient
acknowledges and agrees that it is not by the terms of this Agreement or otherwise,
granted any right or authority to assume or create any obligation or responsibility,
express or implied, on behalf of or in the name of the Governments of Canada and/or
Ontario, to act as an agent of the Governments of Canada and/or Ontario, or to bind the
Governments of Canada and/or Ontario in any manner whatsoever other than as
specifically provided in this Agreement.
17.14 Consultants. The Government of Ontario acknowledges that, in connection with
carrying out the Project, the Recipient may engage one or more Consultants. The
Government of Ontario acknowledges and agrees that the Recipient shall have the sole
authority and responsibility for such employees, agents or Consultants, including their
hiring and termination. The Recipient acknowledges and agrees that the Recipient shall
be responsible for all acts and actions of the Recipient's employees, agents and
Consultants and that all such acts and actions shall be treated as actions of the
Recipient for the purposes of this Agreement.
17.15 Lobbyists and Agent Fees. The Recipient warrants that any person hired, for
payment, or to speak or correspond with any employee or other person representing the
Recipient, concerning any matter relating to the contribution under this Agreement or
any benefit hereunder and who is required pursuant to the Lobbying Act, as amended, is
registered pursuant to that Act. The Recipient also warrants that it has not and nor will it
make a payment or other compensation to any legal entity that is contingent upon or is
calculated upon the contribution hereunder or negotiating the whole or any part of the
terms of this Agreement.
Page 24 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - intake 2 File# 28079
17.16 Cooperation. The Government of Ontario and the Recipient agree to cooperate with
one another and will be frank, candid and timely when dealing with one another and will
endeavour to facilitate the implementation of this Agreement.
17.17 Data. The Recipient agrees that the Government of Ontario may, in its sole discretion,
gather and compile information and data required under this Agreement and disclose
such information and data to the Federal Government.
17.18 Priority. Where there is a conflict between one or more of the schedules of this
Agreement, the following order of priority shall apply: Schedule "A", Schedule "C",
Schedule "B" and all other schedules.
17.19 Entire Agreement. The Agreement constitutes the entire Agreement between the
Government of Ontario and the Recipient with respect to the subject matter contained in
the Agreement and supersedes all prior oral or written representations and/or
agreements.
- END OF GENERAL TERMS AND CONDITIONS —
Page 25 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
SCHEDULE "B"
DESCRIPTION OF THE PROJECT
BCF-CC FILE #28079 THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE
PROJECT CONSTRUCTION START DATE: October 15, 2009
WORK DESCRIPTION:
The Municipality of Kincardine proposes to repair and restore the Kincardine Centre for the Arts.
Scope of the project includes: reconstructing the western gable, bell cupola, northeastern
veranda to emulate historic designs; replacing windows to reintroduce the historic arched
style; implementing a program of brick replacement, mortar re -pointing and concrete repairs;
painting the roof fagade and completing localized repairs to roof shingles; renovating public
washroom facilities; completing various upgrades to improve fire safety, energy efficiency
and accessibility for
persons with disabilities; upgrading HVAC and plumbing facilities; completing improvements to
interior finishes (e.g., new flooring, painting); and waterproofing the abandoned stairwell at the
basement's north elevation.
Page 26 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
SCHEDULE"C"
ELIGIBLE AND INELIGIBLE COSTS
ELIGIBLE COSTS
C.1. Subject to Section C.2, Eligible Costs will be all direct costs which are in OMAFRA's
opinion properly and reasonably incurred and paid by the Recipient for Eligible Costs
under a contract for goods or services necessary for the implementation of the Project.
Eligible Costs will include only the following:
a) the capital costs of acquiring, constructing or renovating a tangible capital Asset, as
defined and determined by OMAFRA;
b) the costs of joint communication activities (press releases, press conferences,
translation, etc.) and road signage recognition as described in Schedule "G";
c) all planning (including plans and specifications) and assessment costs such as the
costs of environmental planning, surveying, engineering, architectural supervision,
testing and management consulting services, to a maximum of 15% of total Eligible
Costs or 15% of the federal contribution, whichever is less;
d) the costs of engineering and environmental reviews, including environmental
assessments and follow-up programs as defined in the Canadian Environmental
Assessment Act and the costs of remedial activities, mitigation measures and follow-
up identified in any environmental assessment;
e) the costs of Project -related signage, lighting, Project markings and utility adjustments;
f) costs of consulting with Aboriginal Group(s), including the translation of documents
into languages spoken by the interested Aboriginal Group(s);
g) the costs of developing and implementing innovative techniques for carrying out the
Project, as determined by OMAFRA;
h) Recipient audit and evaluation costs as specified in this Agreement, with the
exception of costs related to the retaining of an external auditor;
i) other costs that, in the sole opinion of OMAFRA, are considered to be direct and
necessary for the successful implementation of the Project and have been approved
in writing prior to being incurred; and
j) for collaborative (i.e., capacity building) projects the costs of planning, developing,
and implementing as may be identified in Schedule B:
(i) studies, strategies, or systems related to infrastructure integrated asset
management, which may include software acquisition and implementation;
(ii) studies, strategies, or systems related to infrastructure demand management;
Page 27 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
(iii) feasibility studies for specific infrastructure Projects which at the time of the
study are not being actively considered for funding under the BCF-CC;
(iv) training directly related to an eligible subcategory; and
(v) provincial long-term infrastructure plans.
Collaborative project costs may include incremental training, travel, salaries and
other employee benefits of employees of the recipient directly engaged in these
activities, as well as the costs of adapting methodologies and technologies, software
acquisition and implementation, or other costs that are direct and necessary for the
successful implementation of a Project and that have been approved in advance,
and in writing, by the Oversight Committee.
C.2. INELIGIBLE COSTS
The following costs are ineligible for Financial Assistance:
a) costs incurred prior to June 5, 2009;
b) costs incurred after the Project Completion Date;
c) the cost of developing a business case or proposal for funding;
d) the cost of purchasing land and associated real estate and other fees;
e) financing charges and interest payments on loans;
f) leasing land, buildings, equipment and other facilities;
g) general repairs and maintenance of a Project work and related structures,
unless they are part of a larger capital expansion Project;
h) services or works normally provided by the Recipient, incurred in the course of
implementation of the Project, except those specified as eligible costs;
i) the value of any goods and services which are received through donations or
in kind;
j) employee wages and benefits, overhead costs or other direct or indirect
operating, maintenance and administrative costs incurred by the Recipient, and
more specifically costs relating to services delivered directly by permanent
employees of the Recipient, or of a Crown corporation or corporation owned
and controlled by the Recipient except as per Section CA j) above or in cases
where the Recipient can demonstrate value for money and that the costs are
incremental;
k) costs associated with that portion of the works identified in Schedule "B"
as being specifically excluded from the Project; and
1) legal fees.
Page 28 of 5560
BCF-CC Contribution Agreement for infrastructure Projects - intake 2
File# 28079
SCHEDULE "D"
FINANCIAL ASSISTANCE
Total Eligible Costs: $993,300
Federal Maximum Financial Assistance: $331,100
Ontario Maximum Financial Assistance: $331,100
Maximum Financial Assistance: $662,200
OMAFRA will hold back 10% of the Maximum Financial Assistance, the release of which shall
be contingent on submission of the Recipient's Final Report detailing the progress and status of
the Project and substantiating that the Project has been Substantially Performed. Such report
must contain the information required in the Final Report as set out in Section 6.4 of Schedule
"A" of this Agreement. OMAFRA is not obligated to pay interest on the holdback or any other
payments under this Agreement.
MINISTRY COLLABORATES WITH THE RECIPIENT ON AN APPROPRIATE PROJECT
SCHEDULE
Page 29 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
SCHEDULE "E"
GOVERNMENT OF CANADA REQUIREMENTS
OMAFRA and the Recipient agree to the following Government of Canada Requirements:
The Recipient acknowledges and agrees that the amount of Financial Assistance being
provided by OMAFRA is dependent on the Government of Ontario receiving funds for the
Project from the Government of Canada. Should the Government of Ontario not receive the
funds it expects to receive in relation to the Project from the Government of Canada,
OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance being
provided to the Recipient pursuant to this Agreement (including, without limitation, requiring
repayment of Financial Assistance already paid to the Recipient).
2. The Recipient shall indemnify and hold harmless the Government of Canada, its officers,
servants, employees or agents, from and against all claims and demands, loss, damages,
costs, expenses, actions, suits or other proceedings by whomsoever made, sustained,
brought, prosecuted, threatened to be brought or prosecuted in any manner, based upon,
occasioned by any injury to persons, damage to or loss or destruction of property, economic
loss or infringement of rights caused by or arising directly or indirectly from:
a) the Project being funded by this Agreement;
b) the performance of this Agreement or the breach of any term or condition of this
Agreement by the Recipient, its officers, employees and agents, or by a third party, its
officers, employees or agents;
c) any omission or other willful or negligent act of the Recipient, its employees, officers
or agents;
Except to the extent to which such claims and demands, losses costs, damages, actions,
suits or other proceedings relate to the act or negligence of an officer, employee or agent of
Canada in the performance of his or her duties.
3. The Recipient further agrees to indemnify and hold the Government of Canada, its directors,
officers, employees and agents, for any incidental, indirect, special or consequential
damages, or any loss of use, revenue or profit, which the Government of Canada, its
directors, officers, employees and agents may incur, otherwise than by reason of their own
negligence or wilful misconduct, as a result of or arising out of or in relation to any breach by
the Recipient of the terms of this Agreement, or the Recipient's own negligence or wilful
misconduct.
4. The Recipient acknowledges that the provisions of the Access to Information Act (Canada)
and the Privacy Act (Canada) and regulations thereunder bind Her Majesty the Government
of Canada.
5. The Recipient acknowledges that the Government of Canada is or will be the owner of
Page 30 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
certain distinguishing marks comprised of designs, trademarks and official marks in relation
to BCF-CC (the "Federal Licensed Marks") and the Recipient is subject to the requirements
of Section 13 of Schedule "A" of this Agreement, with appropriate changes, in relation to the
Federal Licensed Marks.
6. No member of the House of Commons or of the Senate of Canada shall be admitted to any
share or part of any contract, agreement or commission made pursuant to this Agreement or
to any benefit arising therefrom.
7. Notwithstanding any provisions of this Agreement, all obligations of the Government of
Canada incurred by virtue of this Agreement shall be subject to the Financial Administration
Act (Canada).
8. Pursuant to the requirements of the Canadian Environmental Assessment Act, the Recipient
will follow the general environmental mitigation measures outlined in the document entitled
"Screening under the Canadian Environmental Assessment Act" and any Project -specific
environmental mitigation measures as communicated to the Recipient by the Government of
Canada.
9. The Recipient acknowledges and agrees that the Government of Canada may, in its sole and
absolute discretion, exercise OMAFRA's right to monitor the Project, perform audits and/or
gather data pursuant to the terms and conditions of this Agreement.
10. The Recipient warrants that:
a) it has not, nor has any person on its behalf, paid or provided or agree to pay or
provide, to any person, directly or indirectly, a commission, contingency fee or any
other consideration (whether monetary or otherwise) that is dependant upon the
execution of the Agreement or the person arranging a meeting with any Public Office
Holder as defined in the Lobbying Act,
b) it will not, during the term of this Agreement, pay or provide or agree to pay or
provide to any person, directly or indirectly, a commission, contingency fee or any
other consideration (whether monetary or otherwise) that is dependant upon the
person arranging a meeting with any Public Office Holder;
c) any person who, for consideration, directly or indirectly, communicated with or
arranged a meeting with any Public Office Holder, in respect of any aspect of this
Agreement, prior to the execution of the Agreement, was in compliance with all
requirements of the Lobbying Act;
d) any person who, for consideration, directly or indirectly, during the term of this
Agreement and in respect of any aspect of this Agreement, communicates with or
arranges a meeting with any Public Office Holder will be in compliance with all
requirements of the Lobbying Act, and
e) at all relevant time the Recipient has been, is and will remain in compliance with the
Lobbying Act.
Page 31 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
SCHEDULE "F"
ADDITIONAL PROVISIONS
The Government of Ontario and the Recipient agree to the following additional provisions:
1. Further to Section 16 of Schedule "A" hereto, notice can be given at the following
addresses:
(a) If to OMAFRA:
Ministry of Agriculture, Food and Rural Affairs
1 Stone Road West, 4th Floor
Guelph, Ontario
N 1 G 4Y2
Phone: 1-888-466-2372
Fax: (519) 826-4336
E-Mail: bcf.cc@ontario.ca
Attention: Dino Radocchia, Manager
(b) If to the Recipient:
Municipality of Kincardine
1475 Concession 5
R.R. # 5
Kincardine, Ontario
N2Z 2X6
Phone: (519) 396-3468
Fax: (519)396-8288
E-Mail: cao@kincardine.net
Attention: John deRosenroll, CAO
2. Other provisions:
3. Other Reporting Requirements:
4. Useful Life of Project Infrastructure: [i.e., no. of years]
Page 32 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
SCHEDULE"G"
COMMUNICATIONS REQUIREMENTS
Unless specified otherwise in Schedule "F", for the purposes of this Schedule "G" the Recipient
shall follow these communications requirements.
Purpose of Schedule
This Schedule describes the Recipient's responsibilities and financial obligations involved in the
joint communications activities and products for the Project to recognize the contributions of the
Government of Canada, the Government of Ontario and the Recipient.
General Principles
The Recipient agrees to work with BCF-CC officials and other partners to undertake
communication activities for the Project in an open, effective and proactive manner, ensuring
equal recognition of all parties making a significant financial contribution to the Project.
All parties making a significant financial contribution to the Project will receive equal recognition
and prominence when logos, symbols, flags and other types of identification are incorporated
into events, signs and plaques unless the BCF-CC Joint Secretariat specifies otherwise.
All events, signs and plaques will follow these Communications Requirements and any other
requirements that may be specified by the BCF-CC Joint Secretariat from time to time.
Both official languages will be used for public information, signs and plaques in accordance with
the Official Languages Act (Canada).
The Recipient may produce information kits, brochures, public reports and Web pages providing
information on the Project and Agreement for private -sector interest groups, contractors and
members of the public. The Recipient will consult with the Governments of Canada and Ontario
in preparing the content and look of all such material. All communications referencing the
Governments of Canada and Ontario must be approved.
Events
The Recipient agrees that all Project -related milestone events, such as groundbreaking and
ribbon -cutting ceremonies, will be organized in cooperation with the Governments of Canada
and Ontario and any other parties making a significant financial contribution to the Project.
The Recipient will coordinate a mutually agreeable venue, date and time for the event in light of
the availability of all participants. Unless agreed to in advance, no event should take place
without at least fifteen (15) working days notice to all Parties.
The Recipient may invite other elected officials and members of council. The Recipient should
also invite local interested parties, such as contractors, architects, labour groups, and
community leaders as early as possible, and in consultation with the Governments of Canada
and Ontario, prior to the event.
All written communications (invitations, public service announcements, posters, etc.) must
Page 33 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
indicate that the Project received Financial Assistance from the Governments of Canada and
Ontario under the BCF-CC. The Governments of Canada and Ontario will assist the Recipient in
developing an agenda, news release, etc. All parties will approve and receive final copies.
Federal, provincial and municipal flags should also be on display at all BCF-CC events.
The Table of Precedence for Canada, as established by Canadian Heritage
(http://www.pch.gc.ca/pgm/ceem-cced/prtcl/precedence-eng.cfm), or some other mutually
acceptable protocol should be respected.
Signs and Plaques
The Recipient agrees to produce and install temporary and permanent Project signage to
communicate the nature of the Project and the involvement of the Governments of Canada and
Ontario and the Recipient, as outlined in the BCF-CC Style Guide.
Generally, the Recipient must ensure that the design, wording and specifications for signage are
in accordance with federal and provincial visual identity guidelines, available on the BCF-CC
website at www.BCFontario.ca.
Temporary signs must be removed within 90 days of project completion.
Eligible Costs Related to Communication Activities
The Recipient will pay the costs of preparing and delivering communications activities and
products, including the organization of special events and the production of signage. These
costs are deemed to be Eligible Costs under the Agreement as specified below.
For the purposes of events, Eligible Costs include the following:
• Printing and mailing invitations
• Light refreshments, such as coffee, tea, juice, donuts, muffins, snacks
• Draping for plaque unveiling
• Project material for display and/or media kit
• Temporary signage
• Rentals such as:
• flagpoles
• stage
• chairs
• podium
• PA system
The cost of certain items such as alcoholic beverages, china, tents, waiters, guest mileage or
transportation, wine glasses, lamps, tea wagons, plants, photographers and gifts are not Eligible
Costs.
For the purposes of signage, Eligible Costs include the following:
- Maximum costs of $2,250 for a small sign and $4,250 for a large sign
- Maximum costs of $2,500 for a permanent plaque
Page 34 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2
File# 28079
SCHEDULE"H"
EXPENDITURE AND JOB CREATION REPORT
111r d tlltario
Building Canada Fund Communities Component (BCF-CC)
Fonds chantiers Canada - Ontario Le volet Collectivltes (FCC -VC)
Recipient Name:
File Number
EXP ENDITURE AND JOB CREATION REPORT
Expenditure Forecast Table
x
Quaver
� A rt June}
z
(Tu ..5ep1JY" =
Ocf Dew
Jan MarcttJ
Y�1
M
r"t
t
rl
;f 2f11ti1,11 ".
Jobs Created I Sustained Table
Average Number
of Temporary
Jobs
Previous Quarter (show
date ranges)
Current Quarter (show
date ranges)
The goal is that at the end of the fiscal year a calculation could be made of the total number of
jobs (person years of employment) from each project.
Prepared By:
Phone Number:
Email:
Date:
identified in the qua
3)
Please only include
4)
Expenditure foreca:
Contribution-Agreei
5)
If the project cannot
Ontario infrastructu
Previously reported
provide the revised
7)
This information is e
November 15 and F
8)
Temporary Jobs rei
Construction worke
9)
Average number of
time;petiod. Examl
additional construct
quarter would be 1
considered eligible after the announcement of the approval of the`prcject
expenditure table based on actual and projected expenditures. Costs are to be
�r that have been or will be incurred (rather than when they are to be paid).
at Eligible Expenditures —total eligible costs net GST.
should not exceed total eligible costs as identified in Schedule D: of the
nt.
e completed within the timeframes of the program, please contactthe Canada
Secretariat.
formation is provided for you. Should the information have changed, please
:penditures along with an explanation of the change.
Aired on a quarterly basis on or before the following :dates: May 15, August 15;
aruary 15.
s to: all non -municipal employees who are working on this project (e.g.
engineers, etc).
nporary Jobs refers to the number of workers involved in the project over the
if 5 construction workers were there for the entire quarter (13 weeks), and.20
r workers were therefor 6 weeks, the average number of workers for this
Page 35 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2
File# 28079
SCHEDULE "I"
CLAIM AND PROGRESS STATEMENT
Ontario
Building Canada Fund - Communities Component (BCF-CC) Claim :and Progress Statement
Fonds Chantiers Canada (volet Collectivites): D.emande et compte. rendu des progr6s
Part t-P ed:inlormadmlPalded-Rertsei rrementsstir7FI,
mot 3- Claim information l P.artle3.-Ren9d ments au suet tle Is demande.
Reclpi. /Berle claim a/ No tle prget
Project Claim a/ Flntl Clald (VeeMo)
Nods la dorllande de mmboursemem pour te.projet DernMde anaN (Ou1XYon)
Pedoq Covered by mis Cltlm /Periods *" pa le demendo
Fran J Da To ✓A
Proje[t Mille /Nora du
Project Start Dale /Dde de debut du projet
Prged End Dale / Date tle an du projtl
Prot 4-ProglessD tel Parde 4•Compte renau des progras Plea" attach aseparate neino If mare ace is
Eslld etl %o! Pro d Completion / required(ldeX 300 character.
Estimation du puuroentega Eestrovdw ntalses Atnezerune note sal Pout plus d'espace (pas plus'do 300 eaandres)',
Pert P-.Acehaized DRlclei I Partie 2 Responsede autarise(e)
Description oractMies d'udng this period IDescription :des activltts pendent cede periods
Name/No.'
le
Telephone / do telephom
I csairy ma costs are willbls:coats and Incompliance vAm the provincial legal agreement. / Jaeests qu FAX a/No detelecopiour
Ise deperlses dec. surd des deparlges. atlmladbles d wnPormas A lenient. M anancemer/.
E-maX/Ad...eladronlque
51 nature lSl rPoture
Descaptlon or communications requirement for this period109scilption des besolns en maUbm qe communication dure d call. periods
Iasuas/Polrts eaodigner
Past 5-Neat Irrvdces /.Pardo 5-Nouyepestarlme
invoice* /
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invoice -0tls/
Due 'delarodure
period of lMdcee/Pedade vtsee par Is facture
'
Vendor Name /tJom du /0umissaur
. Work Descdp0on/Descdpllon aa�trevax
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conaw�oMwnetenwdcomwctronru wadaa;
'' MI n:meou
Invoice Atnoud/
nwrdant de le faduro
GST Rebelel
RemiwunQmem tle le 7P
Net Claim Mncom/
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Pmd(YesMo)/
P eOUIM
�Cheque./s
N°.tle Ch e
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name oa Arvolcalaom sarAt lecture
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mmlaM+iurensnersarranl
tolal'bss Fi$7rebsre:l
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610.i
$
S
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IF
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S
Total
P1vtO - ConfinnallonottPaymora ofinvoice
Parch a- Coeanbsdon du poiemad doslaetu
on PrilorCtalms 01orusa by s.
ss Asses par In rarrrbomsenrard amedeures (Casaubllsfa par In Regi local. da:.seMcas publics)'
Note:
a do p lem Cne ch6qu Amount/
Date tle palemela No decheque MOMem PST should be Included in [hainvoice amours:
La NP daitetro comprise dansle mantam.de lafeaure.
Previous Clelm t I
Was tlamantls
entedeue
Invoice Y/
N°tle failure
Page 36 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2
SCHEDULE "J"
FINAL REPORT
w
File# 28079
Building Canada Fund - Communities Component (BCF-CC)
Fonds chantiers Canada -Ontario Le volet Collectivites (FCC -VC)
FINAL REPORTIRAPPORT FINALE
Part 1 - Proed Information 1 Partie 1 • Information. sur Is p prolet
Recipien t/Mireficiaire
File NumberMurel de dossier
Project Name/Nom du projet
Eligible Project CosKotit admissible du projet
$
Total Project CostlCoat total du projet
$
Part .2 - Final Rmoort InformattoniPartla2 - Information du:rapoort final
Gufhnrivad flHir_tal f Ras oncahra arrtnrisifwl
NameiNom
Date/Date
Titierl'itre
I certify that the named project.has been completed In accordance with the @wilding Canada Fund -
Commurities Component Contribution Agreement and that, where applicable, all Identified environmental
mitigation measures have been satisfactorily addressed and that supporting invoices and records are
avallablefor audit, if required,
J'affirma par Is preserte que le. projet nomme a ate termine conromiement a I'accQrd Fonds chantjers
Canada -Ontario Le volet Collect .Mtea municipal etcue, le cas acheant, tortes lea mesures d'attanuation:
enviromementales nommees ont ate adressessde fawn acceptables etque tes factures et documents
d appui sont disponibles a des fins de verification.
Signature/Signature :
Breakdown of Project .Costs :(Categories as per Schedule
2 of Application) l Repartidpn des:coits du projet(Cato
ones salon rannexe:2 de la demands)
A. En irteerro - esi n Costs/In enierie
$
GROSS PROJECT TOTAL 1
PROJET BRUT TOTAL
$
8. Environmental Assessment Costs/
CoOtde I'Mivation enuironnementale
$
Less G.S.T. Rebate / Poins
remboureement deaa T.P,S.
$
C. `Pr act Mana errl / Gestion de projet
NET PROJECT TOTAL t
PROJET NET TOTAL
D. construction
$
Projeid.:Start Date
Date du debut du projet
E. Miscellaneous I Divers
$
Project Completion Date
Date de to fin du ptojet
P.S.T.IT.V'P.
$
G:S.T.I T.F.S.
$
continue at top ofri rit ids - part21
suits dela partle;2, onhautAdroito
'NOTE: If theactUal costs are 20% less or greater than the estimated costa for dtry ofthe above categories; please attach an explanation,af the variance for each.
"REMARQU E.: Si le coot actual est tle 20 %sup$rieur ou Infadeur au edit. estima pour une des categories ci-daesus, vewlez inclure une explication doMcart pour chacun des coots.
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BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2
File# 28079
SCHEDULE "K"
SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION
Ontario
Building Canada Fund —Communities Component (BCF,CC)
Fonds chanters Canada -Ontario Le vote# Collectivites (FCCVC)
SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION
In the matter of the Agreement entered into between; Her 'Majesty the Queen in right. of Ontario,,
as represented by the Minister of Energy and Infrastructure and the Minister of Agriculture, Food
and Rural Affairs, on , 2009.
I, a Registered (Engineer orArchitect) in the
Province of Ontario, do solemnly declare as follows:
1. That Earn the (title, department, organization), and as
such have knowledge of the matters set forth in this affidavit;
2. That the work identified as Project in the above -mentioned
Agreement (has / has not) been substantially completed as
described in Schedule A, dated on the day of
20
3. That the value, (dollar amount) of substantially completed work on the Project, by March
31, 2011'is (dollars):
4. That the work:
a. was carried. out by (the prime contractor), between
(start date) and (completion date),,.
b. was supervised and inspected by qualified .stW,
c. conforms with the plans, specifications and other documentation for the work; and
d. conforms with applicable environmental legislation, and appropriate mitigation
measures have been implemented.
Declared at (.city); in the Province of Ontario this day of
20
(Signature)
Name: WitnessName:
Title: Title:
Page 38 of 5560
M
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
SCHEDULE "L"
ABORIGINAL CONSULTATION PROTOCOL
1.0 Responsibilities of the Recipient
1.1 The Recipient shall immediately notify Ontario:
(i) of contact by any Aboriginal Groups regarding the Project; or
(ii) if any Aboriginal archaeological resources are discovered in the course of the Project,
and in either case, Ontario may direct the Recipient to take such actions, including without
limitation suspension of the Project, as Ontario may require. The Recipient shall comply with
Ontario's direction.
1.2 The Recipient shall provide in any contracts with third parties for the Recipient's right
and ability to respond to direction from Ontario as Ontario may provide in accordance with
section 1.1.
Page 39 of 5560
BCF-CC Contribution Agreement for Infrastructure Projects - Intake 2 File# 28079
Page 40 of 5560