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3188 To aurhorize a Municipal Funding Agreement for the Transfer of Federal Gas Tax Revenues under the new deal for Cities and Communities.BY-LAW NUMBER 3188 A BY-LAW TO AUTHORIZE A MUNICIPAL FUNDING AGREEMENT FOR THE TRANSFER OF FEDERAL GAS TAX REVENUES UNDER THE NEW DEAL FOR CITIES AND COMMUNITIES WHEREAS the Corporation of the Town of Tillsonburg is desirous of entering into an agreement to authorize a funding agreement for the transfer of federal gas tax revenues under the new deal for cities and communities. THEREFORE the Council of the Town of Tillsonburg enacts as follows: 1. THAT the Agreement attached hereto as Schedule "A" and forming part of this By-law between the Corporation of the Town of Tillsonburg and The Association of Municipalities of Ontario is hereby approved; 2. THAT the Mayor and Clerk be hereby authorized to execute the attached agreement marked as Schedule "A" on behalf of the Corporation of the Town of Tillsonburg. READ A FIRST AND SECOND TIME THIS 14th DAY OF NOVEMBER, 2005 READ A THIRD TIME AND FINALLY PASSED THIS 14th DAY OF NOVEMBER, 2005. MAYOR -Stephen Molnar CLERK -Michael Graves MUNICIPAL FUNDING AGREEMENT FOR THE TRANSFER OF FEDERAL GAS TAX REVENUES UNDER THE NEW DEAL FOR CITIES AND COMMUNITIES This Agreement made in duplicate as of day of y' 2005. BETWEEN: AND: The Association of Municipalities of Ontario (referred to herein as "AMO") The Corporation of the Town of Tillsonburg (referred to herein as the "Recipient") WHEREAS Ontario municipalities recognize that all governments must work together collaboratively and in harmony to ensure that investments in communities are strategic, purposeful and forward-looking. WHEREAS this Agreement includes the specific provisions on the utilization of the transfer of federal gas tax for environmentally sustainable municipal infrastructure to primarily support environmental sustainability objectives under Canada's New Deal for Cities and Communities. WHEREAS Ontario municipalities agree that open communication with the public will best serve the right of Canadians to transparency, public accountability, and full information about the benefits of New Deal investments in communities. WHEREAS the Recipient wishes to enter into this Agreement in order to participate in the transfer of federal gas tax as part of the New Deal for Cities and Communities. WHEREAS AMO is carrying out the fund administration and coordinating role as is obligated in the Canada -Ontario -AMO -City of Toronto Agreement for the Transfer of Federal Gas Tax Revenues. under the New Deal for Cities and Communities to undertake certain activities and requires Recipients to undertake activities as set out in the Agreement. THEREFORE the Parties agree as follows: 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: "Agreement" means this Agreement, includingthe cover and execution cution pages and all of the schedules hereto, and all amendments made hereto in accordance with the provisions hereof. "Annual Expenditure Report" means the written annual report to be prepared and delivered to AMO as set out in Section 7.1 hereto. "Association of Municipalities of Ontario(AMO)II means a legally g Y incorporated entity under the Corporations Act (Ontario). "Audit Statement" means a written audit statement to bere ared and p p delivered to AMO as set out in Section 7.1 hereto. "Base Amount" means the total municipally -funded capital spending p p g on Municipal Infrastructure by the Recipient in the period January 1 2000 to December 31, 2004 less monies rased under the Development Charges p g Act, 1997 (Ontario) and received under Infrastructure Programs. "Canada" means Her Majesty in Right of Canada 1 Y 9 a represented by the Minister of State (Infrastructure and Communities). "Capacity Building Projects" means projects and activities that strengthen the ability of the Recipient to develop and implement inte rated . p g community sustainability plans, as more particularly described in Section 4.3. "Capital Investment Plan" means a document such as a p capital plan, an, created through a public process, with approval from municipalal elected officials, providing a detailed understanding of anticipated investments into tangible capital assets that are considered "priorities", alongwith a rationale. ra i . "Environmentally Sustainable Municipal Infrastructure ESMI Projects means Municipal InfrastructureJro'ects that: p i. improve the quality of the environment and contribute to reduced greenhouse gas emissions, clean water, or clean air; and ii. fall within the category of projects described in Section 4.1 hereto. 2 "Eligible Costs" means those costs described in Schedule B attached hereto, incurred in respect of Eligible Projects. "Eligible Projects" means Capacity Building Projects and ESMI Projects as defined in Section 4.1 hereto. "Eligible Recipient" means: i. a Municipality or its duly authorized agent (including its wholly owned corporation); ii. a non -municipal entity, on the condition that the Municipality where the p Y proposed Eligible Project would be housed has indicated support for the Eligible Project through a formal resolution of the municipal council. A non -municipal entity includes: • for-profit organizations or • non-governmental organizations, or • not-for-profit organizations. iii. Local Roads Boards and Local Services Boards in territory not within the jurisdiction of a Municipality. Federal and provincial entities in the form of departments, corporations and agencies are not eligible recipients. "End of Funds" means March 31, 2010. "Event of Default" has the meaning given to it in Section 12.1 of this Agreement. "Fiscal Year" means the period beginning April 1 of aear and ending 9 March 31 of the following year. "Funds" mean the Funds made available pursuant to this Agreement and includes any interest earned on the said Funds. "Infrastructure Program" means Canada's infrastructure programs in existence at the time of the execution of this Agreement including: The Canada Strategic Infrastructure Fund, The Border Infrastructure Fund, The Municipal Rural Infrastructure Fund and The Infrastructure Canada Program. "Integrated Community plan, - Sustainability Plan" means a Ion Ian g developed in consultation with community members that provides direction for the community to realize sustainability objectives, including environmental, culture, social and economic objectives, as defined in Schedule G. 3 "Large Municipalities" means those Municipalities with a 2001 National Census data population of 500,000 or more including g the Regional Municipalities of Durham, Peel and York and the Cities of Mississauga and Ottawa. "Lower Tier Municipality" means a municipality that forms part of an upper -tier Municipality for municipal purposes, as defined under the Municipal Act, 2001 (Ontario). "Municipal Fiscal Year" means the period beginning January 1 of a year and ending December 31 of the same year. "Municipal Infrastructure" means tangible capital assets in Ontario primarily for public use or benefit owned by the Recipient. "Municipality" means every municipality as defined in the Municipal Act, 2001 (Ontario). p "Outcomes Report" means a written report prepared by p the Recipient which reports on the outputs and outcomes of the use of the Funds according to Section 7.2 hereto. "Oversight Committee" means the committee established to manage the ig implementation of the Canada -Ontario -AMO -City of Toronto Agreement for the Transfer of Federal Gas Tax Revenues Under the New Deal for Cities and Communities. "Parties" means AMO and the Recipient. "Recipient" has the meaning given to it on the firstp g a e of this Agreement. "Third Party" means any person, other than a party to this Agreement that participates in the implementation of an l Eligible Project. 9' "Upper Tier Municipality" means a Municipality of which two or more lower -tier municipalities form part for municipaloses, ur as defined p P under the Municipal Act, 2001 (Ontario). 1.2. Interpretations: Herein, etc. The words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not an articular yP schedule, article, section, paragraph or other subdivision of this Agreement. g t. 4 Currency. Any reference to currency is to Canadian currencyand any amount advanced, paid or calculated is to be advanced, paid or calculated in Canadian currency. Statutes. Any reference to a federal or provincial statute is to such statute and to the regulations made 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. Gender, singular, etc. Words importing the masculineg ender include the feminine or neuter gender and words in the singular include thelural, and vice versa. p 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 March 31, 2015. 2.2. Notice. Any Party may terminate this Agreement on two (2) years written notice. 2.3. End of Funds. Notwithstanding anything in this Agreement and regardless of the Eligible Project's state of completion, AMO shall not be obligated to provide Funds under this Agreement after the End of Funds. 3. RECIPIENT REQUIREMENTS 3.1. The Recipient agrees to undertake and: a. submit in writing to AMO for the local roads and bridges Eligible Project category prior to spending the bunds the appropriate documentation on the impact of such investments on sustainability outcomes in the form in Schedule C of this Agreement hereto; b. ensure that the Funds will result in net incremental capital spending p p g on Municipal Infrastructure; c. ensure that there is no reduction in capital funding provided by municipalities for Municipal Infrastructure. In the case of Recipients that are Municipalities in excess of 100,000 in population, ensure that over the period of April 1, 2005 to March 31, 2010 the Recipient's capital spending on Municipal Infrastructure will not fall below its Base Amount; and, 5 d. ensure any of its contracts for the supply of services or materials pP Y to implement its responsibilities under this Agreement will be awarded in a way that is transparent, competitive, consistent with value for money principles and pursuant to its adopted procurementolic . p Y 4. ELIGIBLE PROJECTS 4.1. Eligible Projects. ESM/ Projects include the following: a. Public transit, e.g.: i. Rapid Transit: tangible capital assets and rollingstock (includes light rail, heavy rail additions, subways, ferries, transit stations park and ride facilities, grade separated bus lanes and rail lines); ii. Transit Buses: bus rolling stock, transit bus stations; Intelligent Transport System (ITS) and Transit Priority Capital Investments; iv. ITS technologies to improve transit priority signalling, nalling, passen er g and traffic information and transit operations; V. Capital investments, such as transit queue -jumpers and High g Occupancy Vehicle (HOV) lanes; vi. Para transit: rolling stock, fixed capital assets ands stems; Y , vii. Related capital infrastructure: bus -loading bays, s, road rehabilitation for bus -only lanes; viii. Active transportation infrastructure (e.g., bike lanes). b. Water, e.g.: Drinking water supply; drinking water purification and treatment systems; drinking water distribution systems; water metering systems. c. Wastewater, e.g.: Wastewater systems including sanitary and combined sewer systems; and separate storm water systems. d. Solid waste, e.g.: Waste diversion; material recovery facilities; organics management; g collection depots; waste disposal landfills; thermal treatment and landfill gas recuperation. e. Community Energy Systems, e.g.: Cogeneration or combined heat and power projects (where heat and power are produced through a single process); District heating and cooling projects where heat (orcooling) is distributed to more than one building. no f. Local roads, bridges and tunnels, active transportation infrastructure (e.g., bike lanes) that enhance sustainability outcomes. 4.2. Exception. For Large Municipalities, the list of eligible categories will g g consist of no more than two (2) of categories in Section 4.1 a. to e.. 4.3. Capacity Building. All Recipients may also invest in Capacity Building p Y g Projects including the following activities: a. Collaboration: building partnerships and strategic alliances; participation; and consultation and outreach; b. Knowledge: use of new technology; research; and monitoring and evaluation; c. Integration: planning, policy development and implementation(e.g ., environmental management systems, life cycle assessment). 4.4. Recipient fully responsible. The Recipient shall be fully responsible for p the complete, diligent and timely implementation and completion of the Eligible Project, net of any Funds received. 4.5. Environmental Assessment. The Recipient shall comply with all legislated environmental assessment requirements and agree that no Funds will be committed to an Eligible Project until all environmental assessment requirements have been satisfied including the implementation of all mitigation measures identified in any environmental assessment of the Eligible Project. 5. ELIGIBLE COSTS 5.1. Eligible Costs. In order for cost to be eligible for Funds pursuant to this Agreement the cost must be in accordance with Schedule B. 5.2. Discretion of Canada. Subject to Section 5. 1, the eligibility of items g Y any not listed in Schedule B to this Agreement is solely the discretion of Canada. 5.3. Reasonable Access. The Recipient shall permit Canada reasonable access to all records relating to all Eligible Projects that have received Funds. 5.4. Retention of Receipts. The Recipient shall retain all evidence (such as invoices, receipts, etc.) of payments related to Eligible Costs and such supporting documentation must be available to Canada when requested and maintained by the Recipient for audit purposes for at least three (3) years after March 31, 2015. 7 6. FUNDS 6. 1. Allocation of Funds. AMO will allocate the Funds to Recipients on p aper capita basis with allocations made on a 50:50 basis to Upper Tier Pp Municipalities and Lower Tier Municipalities, where they exist. 6.2. Transfer of Funds. Where a Recipient decides to allocate Funds to another Eligible Recipient it must be done by by-law. The by-law must be passed and submitted annually to AMO on or before March 31St. The - law b y will identify the Eligible Recipient and the amount of Funds the Eligible Recipient is receiving for that Municipal Fiscal Year. a. Transfer of Funds Reporting. In the case of a Recipient transferring Funds in Section 6.2 of this Agreement the Recipient is still required to submit an Annual Expenditure Report as per Section 7.1 a., c and f. The Eligible Recipient is responsible for all other provisions of Section 7.1 and 7.2. 6.3. Use of Funds. The Recipient acknowledges and agrees the Funds ar g g e intended for and shall be used only for Eligible Costs in g respect of Eligible Projects. p 6.4. Schedule of payout of Funds. The Recipient has agreed that all Funds are to be transferred by AMO electronically to the Recipient twice earl th th yearly on or before July 15 and November 15 More specifically on the basis set out in Schedule A. 6.5. Use of Funds. The Recipient is permitted to carry over unexpended p Funds from the year received into subsequentY ears in a reserve fund account. The Recipient shall ensure: a. Any investment of unexpended Funds be in accordance with Ontario law and the Recipient's investment policy; and, b. Any interest earned on Funds be only applied to Eligible Costs on Eligible Projects or to eligible administration costs on the basis set out in Schedule B. 6.6. Funds advanced. If Funds advanced by AMO to the Recipient are not paid by the Recipient in respect of Eligible Costs within three (3) years after the end of the year in which the advance payment was received, AMO shall consult with the Recipient and may elect to withhold further payment of Funds on the basis set out in Schedule A hereto. 6.7. Expenditure of Funds. The Recipient shall expend all Funds b Mar p y ch 31, 2012. 0 6.8. GST. The use of Funds is based on the net amount of goods and services tax to be paid by the Recipient pursuant to the Excise Tax Act (Canada), net of any applicable rebates. 6.9. Limit on Canada's Financial Commitments. The Recipient may p Y use Funds to pay up to one hundred percent (100%) of Eligible Costs of an Eligible Project. However, if the Recipient is receiving moneyunder an Infrastructure Program in respect of an Eligible Project to which the Recipient wishes to apply Funds, the maximum federal contribution limitation set out in any Infrastructure Program contribution agreement 9' g t made in respect of that Eligible Project shall continue to apply. I . 6.10. Withholding Payment. AMO may withhold payment of Funds where . p Y the Recipient is in default of compliance with any provisions of this Agreement. 6.11. Insufficient funds provided by Canada. If Canada does not provide . p de sufficient funds to continue the Funds for any Fiscal Year during which this Agreement is in effect, AMO g may terminate this Agreement in accordance with the terms specified in Section 12.4 of this Ag reement. 7. REPORTING REQUIREMENTS 7.1. Annual Expenditure Report. The Recipient shall report in the form in .p Schedule D hereto due by March 31St g followin the Municipal Fiscal Year on: a. the amounts received from AMO under this Agreement in respect of p the previous Municipal Fiscal Year; b. the amounts received from another Eligible Recipient; c. the amounts transferred to another Eligible Recipient; d. amounts paid by the Recipient in aggregate for J Eligible Projects; 9' , e. amounts held at year end by the Recipient in aggregate, including interest, to pay for Eligible Projects; f. indicate in a narrative the progress that the Recipient has made in p meeting its commitments and contributions; g. a listing of all Eligible Projects that have been funded, indicating the location, investment category, amount of Funds, nature of the investment and expected outcomes, as identified in Schedule E; and, h. an annual Audit Statement prepared by the Recipient's auditor in accordance with section 5815 of the Canadian Institute of Chartered Accountants Handbook - Special Reports — Audit Reports on Compliance With Agreements, Statutes and Regulations, providing assurance that the terms of the Agreement E have been adhered to and Funds received by the Recipient have been spent in accordance with the Agreement. 7.2. Outcomes Report. The Recipient shall account in writing for outcomes achieved as a result of the Funds through an Outcomes Report to be submitted to AMO and to be made available publicly in manner consistent with financial reporting under the Municipal Act, 2001 S.O. 2001 c.25. a. The Outcomes Report will report in writing on the cumulative investments made, in a manner to be provided by AMO, including information on the degree to which these investments have actually contributed to the objectives of cleaner air, cleaner water and reduced greenhouse gas emissions. 8. OTHER REQUIREMENTS 8.1. Capital Investment Plan. The Recipient g acknowledges and agrees to g undertake and complete, prior to the end of the fourth year of this Agreement, a Capital Investment Plan. 8.2. Integrated Community Sustainability Plan. The Recipient acknowledges and agrees that over the life of this Agreement to develop p or enhance an Integrated Community Sustainability Plan, either by itself or as part of some higher level of agglomeration, as in Schedule G hereto. 8.3. Public Sector Accounting Board. The Recipient acknowledges and agrees that prior to March 31, 2010, the Recipient will adopt and use the accounting rules of the Public Sector Accounting Board, in accordance with provincial regulations. 9. RECORDS AND AUDIT 9-1. Accounting Principles. All accounting terms not otherwise defined herein have the meanings assigned to them; all calculations will be made and all financial data to be submitted will be prepared in accordance with generally accepted accounting principles (GAAP) in effect in Ontario. GAAP will include, without limitation, those pp principles approved or p recommended from time to time by the Canadian Institute of Chartered Accountants or any successor institute, applied on a consistent basis. 9.2. Separate Records. The Recipient shall maintain separate records and documentation for the Funds and keep all records including invoices, 10 statements, receipts and vouchers in respect of Eligible Projects that Funds are paid in respect of for three (3) years after the March 31, 2015. Upon reasonable notice, the Recipient shall submit all records and documentation relating to the Funds to Canada for inspection or audit. 9.3. External Auditor. Canada may request, upon written notification and AMO has agreed, to complete and provide to Canada an audit of Eligible Project. AMO shall require the assistance of an external auditor to carry out an audit of the material referred to in Section 9.2 of this Agreement. If so, the Recipient shall, upon request, retain an external auditor acceptable to Canada and AMO at the Recipient's sole expense. The Recipient shall ensure that any auditor who conducts an auditp ursuant to this section of this Agreement or otherwise, provides a copy of the audit report to AMO and Canada at the same time that the audit report isg iven to the Recipient. 10. INSURANCE AND INDEMNITY 10.1. Insurance. The Recipient shall put in effect and maintain in full force and effect or cause to be put into effect and maintained for the period . during which this Agreement is in effect all the necessary insurance that would be considered appropriate for a prudent Recipient of this type undertaking a project similar to the Eligible Projects, including, where appropriate and without limitation, property, construction and errors and omissions insurance and identifies Canada and AMO as additional insured for the purposes of the Eligible Projects only. Y 10.2. Certificates of Insurance. Throughout the term of this Agreement, the Recipient shall provide AMO with a valid certificate of insurance that confirms the requirements of Section 10.1. 10.3.AMO not liable. In no event shall Canada and AMO be liable for: a. Any bodily injury, death or property damages 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 this Agreement; 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 any or in any way related to this Agreement. 10.4. Recipient to Indemnify. The Recipient agrees to indemnify and hold harmless Canada and AMO, its officers, servants, employees or agents, g , from and against all claims and demands, loss, costs, damages, actions, , 11 suits or other proceedings by prosecuted or whomsoever brought g p uted in any manner based upon, or occasioned by any injury to persons, 1 rY p damage to or loss or destruction of property, economic loss or infringement of rights caused by or arising directly or indirectly from: a. the Recipient's Eligible Projects; 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, ees em to p y ' or agents, c. 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. d. the design, construction, operation, maintenance and repair of any Y part of a I I Eligible Projects; and e. any omission or other wilful or negligent act of the Indemnifier or Third Party and their respective employees, officers, oragents. 10.5. Exception. Except to the extent to which such claims and deman ds, losses, costs, damages, actions, suits, or other proceedings related . p g to the act or negligence of an officer, employee, oragent of AMO in the performance of his or her duties. 11. TRANSFER AND OPERATION OF MUNICIPAL INFRASTRUCTURE 11.1. Retain Title. The Recipient shall retain title to and ownershipof ,the Municipal Infrastructure resulting from the Eligible Project for at least 9' � ten (10) years after the Eligible Project completion. 11.2 -Repayment. Any time within ten (10)ears from the date of completion mpletion of the Eligible 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 funds contributed by Canada under der the terms of this Agreement, other than to Canada, Ontario, a Municipality, or a Crown corporation of Ontario that is the latter's agent for the purpose of implementingthis Agreement, the Recipient shall repay Canada on demand, aproportionate amount of the funds contributed by Canada, as follows: 12 Where Eligible Project asset is sold, Repayment a ment of leased, encumbered or disposed of: contribution (in current dollars) Within 2 Years after Eligible Project 100% completion Between 2 and 5 Years after Eligible Project 55% completion Between 5 and 10 Years after Eligible 10% Project completion 11.3. Notice. The Recipient shall advise Canada and AMO in writing 120 days in advance and at any time during the ten (10) years following the completion of an Eligible Project if any asset constructed, rehabilitated, or improved in whole or in part with Funds is sold, discharged or alienated in any way other than to Canada. 12. DEFAULT AND TERMINATION 12.1. Event of Default. AMO may declare in writing that an event of default has occurred when the Recipient has not complied with any condition, undertaking or material term in this Agreement. AMO will not declare in writing that an event of default has occurred unless it has consulted with the Recipient. Each and every one of the following events is a potential �s Event of Default": a. Failure by the Recipient to deliver an Annual Expenditure Report, p , Audit Report or the Outcomes Report. b. Delivery of an Annual Expenditure Report or Audit Report that discloses non-compliance with any condition, undertaking or material term in this Agreement. 12.2.Waiver. AMO may withdraw Event of Default if the Recipient, within thirty (30) days of receipt of the notice, either correct the condition or event or demonstrate, to the satisfaction of AMO that it has taken such steps as are necessary to correct the condition. 12.3. Remedies on default. If AMO declares that an Event of Default has occurred, after thirty (30) days of declaration, it may immediately exercise one of the following remedies: a. In the case of default under Subsection 12.1 a., terminate or suspend its obligation to pay the Funds. If AMO suspends payment, it may pay suspended funds if AMO is satisfied that the default has been cured. 13 b. In the case of any other default, AMO will suspend its obligation bligation to pay Funds related to the event of default pendingHMO's satisfaction that the default has been cured. 13. CONFLICT OF INTEREST 1. No conflict of interest. No member of the House of Commons, the Senate of Canada, the Legislature of the Province of Ontario or AMO Board of Directors will be admitted to an share or art f Y p o any Contract made pursuant to this Agreement or to any benefit arising therefrom. . 14. NOTICE 14.1. Notice. Any notice, information or documentrovid p ed for under this Agreement will be effectively given if delivered or sent by letter, postage or other y e charges prepaid, or by facsimile or email. An notice that is delivered will have been received on an delivery; ; and ' y notice mailed shall be 8 deemed to have been received on the eighth g () calendar day following the day on which it was mailed. 14.2. Representatives. The individuals identified in Section 14.3 of this Agreement, in the first instance, act as HMO's or the Recipient's, pent s, as the case may be, representative for the purpose of implementing this Agreement. p g . 14.3. Addresses for Notice. Further to Section 14.1 of this Agreement, notice can be given at the following addresses: a. If to AMO: Executive Director Federal Gas Tax Agreement Association of Municipalities of Ontario 393 University Avenue, Suite 1701 Toronto ON M5G 1E6 Telephone: (416) 971-9856 Facsimile: (416) 971-6191 14 b. If to the Recipient: Darrell Eddington Director Of Finance/Treasurer Town of Tillsonburg 200 Broadway, 2nd Floor Tillsonburg, ON N4G 5A7 Telephone: (519) 842-6428 Facsimile: (519) 842-9431 15. MISCELLANEOUS 15.1.Severability. If for any reason a provision of this Agreement that is not a fundamental term is found to be or becomes invalid or unenforceable, in whole or in part, it will be deemed to be severable and will be deleted from this Agreement, but all the other terms and conditions of this Agreement will continue to be valid and enforceable. 15.2.No waiver. The failure of AMO 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 AMD'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. 15.3.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in Ontario. 15.4.Survival. The following schedules, sections and provisions of this Agreement shall survive the expiration or early termination hereof: Sections 5, 79 9.37 10.49 10.51117 12.3, 15.7 and Schedule G . 15.5.AMO and Recipient independent. Nothing in this Agreement and no action by the Parties will establish or be deemed to establish a partnership, joint venture, principal -agent relationship, or employer- employee relationship in any way or for any purpose with Canada or AMO whatsoever. 15.6.No Authority to Represent. Nothing in this Agreement is to be construed as authorizing one Party to contract for or to incur any obligation on behalf of the other or to act as agent for the other. Nothing in this Agreement is to be construed as authorizing any Recipient or any 15 Third Party to contract for or to incur any obligation on behalf of either Party or to act as agent for either Party. 15.7.Debts Due to AMO. Any amount owed to Canada under this Agreement will constitute a debt due to AMO, which the Recipient will p reimburse forthwith, on demand, to AMO. 15.8 -Priority. In the event of a conflict, the part of this Agreement that precedes the signature of the Parties will take precedence over the Schedules. 16. SCHEDULES 16.1. This Agreement, including: Schedule A Schedule of Fund Payments Schedule B Eligible Costs Schedule C Impact of Investment on Sustainability Outcomes for Local Roads and Bridges Schedule D Annual Expenditure Report Schedule E Outcome Indicators Schedule F Communications Schedule G Integrated Community Sustainability Plans constitute 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. 16 Affix Corte_ Seal 17. SIGNATURES IN WITNESS WHEREOF, AMO and the Recipient have respectively executed, sealed and delivered this Agreement on the date set out on the front page. RECIPIENT'S NAME: RV- it) e : Name: Title:���wr Town of Tillsonburg Date j Date 442C THE ASSOCIATION OF MUNICIPALITIES OF ONTARIO By: r Affix u.. _ Corporate Seal Warne: Pla-I-Vanini Title: Executive Director In the presence of: fitness a ame: Nancy Plum dge itle: Director of A inistration and Business Development 17 6a SCHEDULE A SCHEDULE OF FUND PAYMENTS RECIPIENTS NAME*. Town of Tillsonburg The following represents the minimum Funds and schedule of payments over the life of this Agreement. Year Schedule of Fund Payments July 15th November 15th 2005 $137,002.54 2006 $68,501.27 $68,501.27 2007 $91,324.83 $91,324.82 2008 $1141148.39 $114,148.38 2009 $228,296.77 $228,296.77 18 SCHEDULE B ELIGIBLE COSTS Eligible Project Costs 1. Eligible Costs are all direct costs which are in Canada's opinion: a. properly and reasonably incurred and paid by the Recipient and no other person; and b. paid under a contract for goods and services necessary for the implementation of an Eligible Project. 2. Eligible costs may include only the following: a. the capital costs of acquiring, constructing, renovating or rehabilitating a tangible capital asset and any debt financing charges related thereto- , . the fees paid to professionals, technical personnel, consultants and contractors specifically engaged to undertake the surveying, design, engineering, manufacturing or construction of a project infrastructure asset and related facilities and structures; c. the costs of environmental assessments, monitoring, and follow-up p programs as required by the Canadian Environmental Assessment Act; or a provincial equivalent; d. the costs related to strengthening the ability p of municipalities to enhance or develop Integrated Community Sustainability Plans. 3. Employee and Equipment Costs a. In the case of Recipients that are remote municipalities the out of pocket costs (not overhead) related to employees or equipment may be included in its Eligible Costs under the following conditions: i. the Recipient has determined that it is not economically feasible to tender a contract; ii. employees or equipment are employed directly in respect of the work that would have been the subject of the contract; and iii. the arrangement is approved in advance and in writing by the Oversight Committee. 4. Administration Costs a. That portion of Funds representing interest earned may be used to a Y pay for administration costs related to the implementation of the Agreement. Ineligible Project Costs 5. Costs related to the following items are ineligible costs: a. Eligible Project costs incurred before April 1St, 2005; b. services or works that are normal) provided b the Recipient Yp yora related party; 19 c. salaries and other employment benefits of any employees of the Recipient or related party except as indicated in Section 3 of Schedule B above; d. a Recipient's overhead costs, its direct or indirect operating or administrative costs, and more specifically its costs related to planning, engineering, architecture, supervision, management and other activities normally carried out by its applicant's staff; e. costs of feasibility and planning studies for individual Eligible Projects; f. taxes for which the Recipient is eligible for a tax rebate and all other costs eligible for rebates; g. costs of land or any interest therein, and related costs; h. cost of leasing of equipment by the Recipient except for as indicated in Section 3 of Schedule B above; i. routine repair and maintenance costs; j. legal fees; k. administrative costs incurred by the Recipient as a result of implementing this Agreement, subject to Section 4 of Schedule B above; and I. audit and evaluation costs. 20 SCHEDULE C IMPACT OF INVESTMENT ON SUSTAINABILITY OUTCOMES FOR LOCAL ROADS AND BRIDGES PROJECT DOCUMENTATION -Municipal Name Municipal Contact Name: Position: Municipal mailing address: Telephone number: Fax number: e-mail: Project Description (type'of project (i.e. road resurfacing, road or structure rehabilitation, road drainage improvements, traffic signal installation, installation of turning lanes Project Location (road name, bridge name, start & end point, lot & concession — attach key plan if available Project Rationale (benefits and beneficiaries Outputs (describe which of the outputs are met by this project Other Benefits (if the project benefits are not included in the list of outputs defined in this Schedule C, provide the rationale and the outcomes for the project— i.e. describe how the project will contribute to cleaner air, cleaner water, reduced greenhouse gas emissions. Estimated Pro'ect Cost Expected Outcomes -Outputs (provide measurements of the N outputs . , votes: 1. 'This Schedule must be completed in accordance to instructions provided in "Transfer of Federal Gas Tax Revenues Under the New Deal for Cities and Communities Municipal Funding Agreement Guide" which will be updated once "output measures" and "outcome measures" contained in Schedule E of this Agreement have been developed, and approved by the Oversight Committee. 21 2. Projects using Funds must follow the requirements of this Agreement as outlined in Schedule C hereto and are subject to audit. 3. Recipients are responsible for reporting on Eligible Project outcomes set out Schedule E of this Agreement and subject to Section 7.2 of this Agreement. Outcomes and Outputs: 1. Projects involving the restoration and rehabilitation of existing assets in order to extend the asset lifespan by several years i.e. resurfacing existing roadways and structure rehabilitation. 2. Projects incorporating significant quantities of recycled and reclaimed materials i.e. cold -in-place pavement recycling, expanded asphalt recycling and granular base reclamation. 3. Projects which significantly reduce travel times and distances i.e. new roads and bridges that reduce congestion, increasing travel speeds on the road network, create travel time savings and minimize travel distances. 4. Installation of turning lanes i.e. construction of left turn lanes, right turn lanes, left turn slip around lanes, and right turn tapers. 5. Traffic signal installation, traffic signal upgrading and traffic signal co- ordination project i.e. installation of new traffic signals, upgrading traffic signal installations, and projects to co-ordinate the timing of traffic signals in urban areas. Note: If the Eligible Project is not one of the above outputs, the Recipient must provide the rationale for including the Eligible Project including how the Eligible Project will achieve the outcomes of cleaner air, cleaner water, and reduced greenhouse gases and how the outcomes will be met. 22 I :Jj =tj L Annual Cumulative 0.00 0.00 0.00 0.00, 0.00 0.00 0.00 m =13 SCHEDULE D ANNUAL EXPENDITURE REPORT (cont'd) PROGRESS REPORT: PROJECT DETAILS: i.e. Project title, location, investment category, amount of Funds , nature of the investment and expected outcomes. 24 SCHEDULE E OUTCOME INDICATORS The impact of the use of the Funds will be measured through a set of core indicators, to be developed by the Oversight Committee and linked to the following outcomes and outputs: Outcomes: a) Cleaner Air: DETERMINE INDICATOR] b) Cleaner Water: DETERMINE INDICATOR] c) Lower Greenhouse Gas Emissions (GHGs): DETERMINE INDICATOR] Outputs: a) Community Energy Systems: [DETERMINE INDICATOR] b) Public Transit Infrastructure: (DETERMINE INDICATOR) c) Water Infrastructure: (DETERMINE INDICATOR) d) Wastewater Infrastructure: [DETERMINE INDICATOR] e) Changes in effluent quality DETERMINE INDICATOR] fl Solid waste: [DETERMINE INDICATOR] g) Local Roads and Bridges: DETERMINE INDICATOR] h) Capacity Building: [DETERMINE INDICATOR] 25 SCHEDULE F COMMUNICATIONS The Recipient shall: a. ensure all communications by the Recipient referring to projects funded under this Agreement will clearly recognize Canada's investments; b. ensure permanent signage at the location of projects receiving investments under this Agreement, prominently identifying the Government of Canada's investment and including the Canada wordmark. Where there is no fixed location for signage, such as a transit vehicle, a prominent marker will recognize the Government of Canada's contribution. All signage/plaques will be located in such a way as to be clearly visible to users, visitors and/or passersby; c. regularly report to the public on the outcomes of the investments entered into under this Agreement, including through the Outcomes Reports described in this Agreement; d. ensure the timing of public events shall be sufficient to allow for all orders of government to plan their involvement. The Recipient shall provide a minimum of 21 days notice of an event or announcement; e. unless otherwise arranged, the Recipient shall pay their own costs associated with their communications activities; f. receive appropriate recognition in communications materials; and, g. joint communications material and signage will reflect Government of Canada communications policy, including the Official Languages Act (Canada), and federal-provincial/territorial identity graphics guidelines. 26 SCHEDULE G INTEGRATED COMMUNITY SUSTAINABILITY PLANS Municipalities in Ontario operate with a sophisticated and comprehensive statutory and regulatory framework and are accountable to their residents for all aspects of municipal policy making, including operations and capital investment activities. Ontario has demonstrated its leadership in sustainability planning through its well-established land -use planning and initiatives to protect the environment and provide safe drinking water in Ontario. Municipalities, through their Official Plans, under the Ontario Planning Act, strive to reflect environmental objectives which are implemented through their municipal planning decisions, municipal capital plans, strategic plans and sustainability plans. As such, Municipalities have demonstrated their commitment to sustainability. The purpose of the Integrated Community Sustainability Plan is to enhance or build upon existing planning instruments and processes. Over the life of this Agreement, Recipients will be required to demonstrate' through existing planning instruments and processes or through the creation of new planning document that the Municipality has: • a co-ordinated approach to community sustainability (e.g., linkages of various plans, planning and financial tools that contribute to sustainability objectives); reflected and integrated social, cultural, environmental and economic sustainability objectives in community planning; • collaborated with other Municipalities where appropriate to achieve sustainability objectives; and, • engaged residents in determining a long-term vision for the Municipality. 27