3278 To authorize an agreement with Her Majesty the Queen in Right of Ontario, as : represented by the Minister of Agriculture, Food and Rural Affairs for the provision of a Funding : Agreement for Asset Management Program (AMP) Project. :THE CORPORATION OF THE TOWN OF TILLSONBURG
BY-LAW NUMBER 3278
A BY-LAW to authorize an agreement with Her Majesty the Queen in Right of Ontario, as
represented by the Minister of Agriculture, Food and Rural Affairs for the provision of a Funding
Agreement for Asset Management Program (AMP) Project.
WHEREAS The Town of Tillsonburg is desirous of entering into an agreement with Her
Majesty the Queen in Right of Ontario, as represented by the Minister of Agriculture, Food and
Rural Affairs for the provision of a Funding Agreement for Asset Management Program (AMP)
Project;
THEREFORE the Council of the Town of Tillsonburg enacts as follows:
I . Tf-IAT Schedule "A" attached hereto forrns part of this by-law;
I')
1"YiAl' the Mayor and Clerk be hereby authorized to execute the attached agreement
marked as Schedule "A" on behalf of the Corporation of the Town offillsonburg.
READ A FIRST AND SECOND TIME THIS 13th DAY OF August, 2008.
READ A THIRD AND FINAL TIME AND PASSED THIS 13th DAY OF August, 2008.
MAYOR -Stephen Molnar
Olt
CLERK -Michael Graves
CANADA — ONTARIO MUNICIPAL RURAL INFRASTRUCTURE FUND ("COMRIF")
PROGRAM
FUNDING AGREEMENT FOR ASSET MANAGEMENT PROGRAM (AMP) PROJECT
Ministry of Agriculture, Food and Rural Affairs
File Number: 17740
THIS AGREEMENT made in triplicate as of the day of , 2007.
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the Minister of Agriculture, Food and Rural Affairs
(referred to herein as the "Ministry")
A N D: THE CORPORATION OF THE TOWN OF TILLSONBURG
(referred to herein as the "Recipient")
WHEREAS the Government of Ontario is investing in Ontario's infrastructure;
AND WHEREAS the purpose of COMRIF is to improve and renew public infrastructure in
Ontario's small urban and rural communities with populations of less than 250,000;
AND WHEREAS the priority for COMRIF is improving water, sewage treatment, waste
management and local roads and bridges;
AND WHEREAS the objectives for COMRIF include ensuring that sustainable infrastructure
investments enhance and renew Ontario's aging public infrastructure, improve the quality of the
environment; protect the health and safety of citizens; support long-term economic growth; and
build strong, sustainable communities by giving municipalities the tools they need.
AND WHEREAS Recipients under the COMRIF AMP may choose to access funding in order to
undertake works related to addressing one or more of the following five stages of asset
management: diagnostic, inspection, valuation, sustainability/planning and financial model.
AND WHEREAS this Agreement defines the terms and conditions of a financial contribution to
assist with the Fro;e�I under COMRIF which is being administered by the Ministry;
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained
r.J 7r%I4 Ai�i'•I .,o I.moi "It. ;..i. 1.II i. i.A
acknowledged), the parties covenant and aqree as follows-
Affix
Corporate
Seal
Asset Management Program Funding Agreement File: 17740
This Agreement, including:
Schedule "A" - General Terms and Conditions
Schedule "B" - AMP Project Overview
Schedule "C" - Eligible Costs
Schedule "D" - Federal Requirements
Schedule "E" - Additional Provisions
Schedule "F" - Final Claim Report
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.
IN WITNESS WHEREOF, the Ministry 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 Agriculture, Food and Rural Affairs
by:
Name: The Honourable Leona Dombrowsky Date
Title: Minister of Agriculture, Food and Rural Affairs
RECIPIENT'S NAMi: THE CORPORATION OF THE TOWN OF TILLSONBURG
by:
Name: ep en Molnar Da
Title: Mayor
4�
Name: '-David C. Morris
Title: Chief Administrative Officer
I/we have authority to bind the Recipient
2
Date
Asset Management Program Funding Agreement File: 17740
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:
"Act" means the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, Chapter
F.31, as amended.
"Adjust the Financial Assistance" means adjust the amount of the Financial Assistance on the
Project or the amount of financial assistance for any other project(s) of the Recipient under the
COMRIF Program, 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 of the Project in an amount
to be determined by the Ministry and within the period specified by the Ministry.
"Agreement" means this agreement, 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.
"Asset Management Program (AMP)" means the Municipal Capacity Building component of
the COMRIF Agreement as amended on November 15, 2006.
"Budget" means the Project budget set out in Schedule "B" hereto.
"Business Day' means any day on which Government of Ontario offices generally are open for
business in the Province of Ontario.
"Communication Requirements" means the communication conditions as set out in Section
12, or as directed by the Ministry from time to time.
"COMRIF Program" has the meaning given to it on the first page of this Agreement.
"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 AnPnr-v" m.pq 2- :3 r_.r.nwn anPnr�v as defined in the (;rpwn Agency Act (Qrttarin)_
Asset Management Program Funding Agreement File: 17740
"Eligible Cost" has the meaning given to it in Section 3 of this Agreement and Schedule "C"
hereto.
"End of Financial Assistance Date" means March 31, 2010.
"Event of Default" has the meaning given to it in Section 14 of this Agreement.
"Expiration Date" means March 31, 2010.
"Expression of Interest" means documents provided by Recipient to access funding.
"Federal Government" means Her Majesty the Queen in Right of Canada.
"Federal Licensed Marks" has the meaning given to it in Section 6 of Schedule "D" hereto to
this Agreement.
"Federal Maximum Financial Assistance" has the meaning set out in Schedule "B" hereto.
"Final Claim Report" has the meaning given to it in Section 6.1 of this Agreement.
"Final Claim Report Date" means September 30, 2009.
"Financial Assistance" means the funds contributed by the Senior Government to be advanced
by the Ministry 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.
"Generally Accepted Accounting Principles" means Canadian Generally Accepted
Accounting Principles as adopted by the Canadian Institute of Chartered Accountants,
applicable as at the date on which such calculation is made or required to be made in
accordance with Generally Accepted Accounting Principles.
"Government of Ontario" means Her Majesty the Queen in Right of Ontario.
"Infrastructure" means publicly or privately owned fixed capital assets in Ontario for public use
or benefit.
"Local Government" means a "municipality" as defined in the Municipal Act, 2001 (Ontario) 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,
but excludes municipalities having a population in excess of 250,000.
"Maximum Financial Assistance" has the meaning set out in Section 4.4 and Schedule "B"
hereto.
"Ministry" has the meaning al en to it on the first page of this Agreement.
"Ontario Maximum Financial Assistance" has the meaning set out in Schedule "B" hereto.
4
Asset Management Program Funding Agreement
File: 17740
"Project" means the Asset Management Program project described in Schedule "B" hereto.
"Recipient" has the meaning given to it on the first page of this Agreement.
"Senior Government" means the Ministry and the Federal Government collectively.
"Substantially Performed" means all costs for the project have been incurred.
"Total Eligible Costs" has the meaning set out in Schedule "B" 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
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 Ministry Approvals. Any reference to, or requirement for, the approval of the Ministry
in this Agreement or in any schedule hereto shall be deemed to require the prior and
express written approval of the Ministry.
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.
2.2 End of Financial Assistance Date. Notwithstanding anything in this Agreement and
regardless of the Project's state of completion, the Ministry shall not be obligated to
provide Financial Assistance under this Agreement after the End of Financial Assistance
Date.
SECTION 3
ELIGIBLE COSTS
3.1 Eligible Costs. In order for a cost to be eligible for Financial Assistance pursuant to this
Agreement (an "Eligible Cost"), the cost must be in accordance with Schedule "C", Part
5
Asset Management Program Funding Agreement
File: 17740
C.1, except where otherwise expressly approved in writing by the Ministry. 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.
3.2 Discretion of Ministry. Subject to Section 3.1, the eligibility of any items not listed in
Schedule "C"to this Agreement will be determined in accordance with Ministry policies
and guidelines. The final eligibility of items claimed is at the sole discretion of the
Ministry. The Recipient should consult with Ministry staff when in doubt over specific
items prior to incurring costs.
3.3 Retention of Receipts. The Recipient shall retain all evidence (such as invoices,
receipts, etc.) of payment related to Eligible Costs and such supporting documentation
must be available to the Ministry when requested and maintained by the Recipient for
audit purposes for a period of six years after the costs have been reimbursed by the
COMRIF Joint Secretariat.
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 Schedule "C",
Part C.2 (Ineligible Costs).
3.5 Deemed ineligible. The Recipient acknowledges that the Ministry's fiscal year ends on
March 31 in each year, and that should an Eligible Cost not be submitted by the
Recipient for payment of Financial Assistance on or before March 31 of the year
following the fiscal year in which it was incurred, such Eligible Cost shall be deemed
ineligible for Financial Assistance.
3.5 Clarification. For clarity, the Recipient hereby expressly acknowledges that the
inclusion of an item in the Budget does not necessarily mean that such item is an
Eligible Cost. Where there is a conflict between the Budget and this Article, the
provisions of this Article shall prevail.
SECTION 4
FINANCIAL ASSISTANCE
4.1 Use of Financial Assistance. The Financial Assistance is intended for and shall be
used only for Eligible Costs.
4.2 Basis of payout of Financial Assistance. The Financial Assistance will be provided
by the Ministry to the Recipient on the basis set out in Schedule "B".
4.3 Funds advanced. If Financial Assistance is provided to the Recipient by the Ministry
prior to the Ministry 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 the Ministry and must be held by the
Recipient in trust for the Ministry in an interest bearing account pending payment of
Eligible Costs. Without limitation; anv payment of Financial Assistance that is made to
the Recipient without the requirement of the Recipient first providing the Ministry with a
Asset Management Program Funding Agreement
File: 17740
Final Claim Report, in the format set out in Schedule "F", must meet the requirements of
this Section.
4.4 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
as noted in Schedule "B" hereto.
4.5 Excess funds. Where actual costs are lower or appear likely to be lower than the total
eligible expenditures identified in the Budget, or where additional funding is secured from
other government sources such that the funds available to the Recipient for the Project
(other than the Financial Assistance) exceed the Maximum Financial Assistance, the
Recipient shall immediately notify the Ministry. The Ministry may, in its sole discretion,
Adjust the Financial Assistance on the Project.
4.6 Interdependent Projects. Where implementation of the Project is dependent on
completion of a project by others and the interdependent project is not completed by
others in whole or in part, the Ministry may, in its sole discretion, Adjust the Financial
Assistance for the Project.
4.7 Recipient not carrying out Project. The Recipient shall immediately notify the Ministry
if it does not intend to carry out the Project in whole or in part as specified in Schedule
"B" in which case the Ministry may, in its sole discretion, Adjust the Financial Assistance
for the Project.
4.8 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, the Ministry may, in its sole discretion, Adjust the Financial Assistance
for the Project.
4.9 Alternatives to Project. If the Recipient becomes aware of any alternatives to the
Project that are more cost effective (for example, an area/joint servicing scheme), the
Recipient shall immediately notify the Ministry, in which case the Ministry may, in its sole
discretion, Adjust the Financial Assistance. Likewise, if the Ministry becomes aware of
any alternatives to the Project that are more cost effective, the Recipient will be notified
and the Ministry may, in its sole discretion, Adjust the Financial Assistance.
4.10 GST. 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 (Canada), net of any applicable
rebates.
4.11 Withholding payment. The Ministry may, in its sole 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 legislation.
4.12 Insufficient funds provided by the Legislature. If, in the opinion of the Ministry, the
n"Jolit"in Aoo,�rnKhi ,,f Ontnrin Anne not nrn%ilde e�ffinient fi irjrlc to COntlnt�� the..
LCiIJ.iJ16dLIYL IOJJIiiItt✓Ij L't i1tIlLtlIV <dV\.'V t,VL r.J,VY V tic IIL ILAI Lds continue
Financial Assistance for any fiscal year during which this Agreement is in effect, the
Asset Management Program Funding Agreement File: 17740
Ministry may terminate this Agreement in accordance with the terms specified in Section
14.5 of Schedule "A" of this Agreement.
SECTION 5
PROJECT AWARD, 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 Ministry not responsible for implementation. The Ministry 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 Ministry not responsible for costs, etc. The Ministry shall not be responsible for any
claims, proceedings or judgments arising from any tender and bidding process that may
be required.
5.4 Behaviour of Recipient. The Recipient shall carry out the Project in an economical and
businesslike manner, in accordance with this Agreement and in particular, but without
limitation, in accordance with the Budget and the Project Schedule subject to any
reasonable changes that the Ministry may agree to or require from time to time in writing.
5.5 Competitive process. The Recipient shall acquire and manage all equipment, services
and supplies required for the Project through a transparent, competitive process that
ensures the best value for funds expended. For equipment, services and supplies, the
estimated cost of which exceeds $25,000.00, the Recipient shall obtain at least three
written quotes unless the Ministry gives prior written approval and:
a) the expertise 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.
5.6 Trade Agreements. If the Recipient i a subject to any provincial or federal trade
agreements to which the Government of 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 Sections 5.5 of this Agreement and
the reauirements of this Section 5.6; the reauirements referenced in this Section 5.6
shall apply.
Asset Management Program Funding Agreement File: 17740
5.7 Final Claim Report. The Recipient shall submit its Final Claim Report, in the format set
out in Schedule "F", with the required documentation for approval, cost reviews, audits
and settlement by the Final Claim Report Date of September 30, 2009 or such later date
as is specified in writing by the Ministry. Upon completion of the cost reviews, audits
and settlement, the Ministry shall not be obligated to consider any further claims in
relation to the Project. The Recipient shall also submit, upon request by the Ministry, the
required documentation for approval, cost reviews and audits on an interim basis.
5.8 Commencement of Project. The Recipient shall begin the Project within six (6) months
after the date of this Agreement, failing which this Agreement may be terminated
pursuant to Section 14.
5.9 Contracts. The Recipient shall ensure that all Contracts:
a) are consistent, and do not conflict, with this Agreement;
b) incorporate the relevant provisions of this Agreement to the extent possible;
C) conform to all policies and procedures issued by the Senior Government for the
COMRIF Program;
d) are awarded and managed:
(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 issued by the
Government of Ontario;
e) require that the parties thereto comply with all applicable legislation; and
f) authorize the Ministry and the Federal Government to gather data, perform audits
and monitor the Project as they see fit.
SECTION 6
REPORTING REQUIREMENTS
6.1 Final Claim Report. Within three months of the Project becoming Substantially
Performed and no later than the Final Claim Report Date or such later date as is
specified in writing by the Ministry, the Recipient shall submit a final report (the "Final
Claim Report") for the Project to the Ministry in a form set out in Schedule "F" and the
Recipient shall follow such administrative procedures as are specified from time to time
by the Ministry. The Final Claim Report shall include:
a) a certificate by an authorized official such as the chief financial officer of the
Recipient certifving that the asset management works approved for funding have
been undertaken;
�c
Asset Management Program Funding Agreement File: 17740
b) an invoice summary, in the form prescribed by the Ministry;
c) a final cost summary in the form prescribed by the Ministry;
d) when requested, all original invoices and receipts for the Project;
e) details of any variance from the Project, the Budget and/or the Project Schedule;
and
f) any other information respecting the Project that may be requested by the Ministry,
including, but not limited to, audited financial statements.
Upon receipt of the Final Claim Report, the Ministry shall 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 final
settlement of accounts referred to in Section 6.1 of Schedule "A" of this Agreement.
Upon request, the Recipient shall submit all records and documentation relating to the
Project including, but not limited to, work authorizations, invoices, time sheets, payroll
records, estimates and actual cost of the activities carried out pursuant to this
Agreement, together with tenders and proposals, final measurements, payment
certificates, change orders, correspondence, memoranda, contracts and amendments
thereto which shall be maintained in accordance with Generally Accepted Accounting
Principles.
7.2 Provide records to Ministry. The Recipient shall provide to the Ministry, 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, contractors, project
managers and Consultants relating to the Project or any other project(s) of the Recipient
under the COMRIF Program, or any other provincial program(s), for the purposes of cost
reviews, audits and settlement, as may be required by the Ministry, of the Project or any
other project(s) of the Recipient under the COMRIF Program, or any other provincial
program(s). Such material shall be provided to the Ministry and other ministries of the
Government of Ontario as may be requested from time to time, all in a form and manner
satisfactory to the Ministry and other ministries of the Government of Ontario, as
applicable.
7.3 External auditor. The Ministry may require the assistance of an external auditor to
carry out an audit of the material referred to in Sections 7.1 and 7.2 of Schedule "A" of
this Aareement_ if so. the Rec;inient shall; upon request; retain an external auditor
acceptable to the Ministry at the recipient's sole expense. The Recipient shall ensure
that any auditor who conducts an audit pursuant to this section of the Agreement or
10
Asset Management Program Funding Agreement File: 17740
otherwise, provides a copy of the audit report to the Ministry for its consideration at the
same time that the audit report is given to the Recipient.
7.4 Information. The Recipient shall supply to the Ministry, 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 the Ministry may require. The Ministry and the Federal Government, their respective
agents and employees, including the Ontario Provincial Auditor'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) confirm the results of the Project in terms of resolving the
infrastructure problems that cause an immediate and serious problem for human health
or the environment.
7.5 Information condition precedent for payment. If, in the opinion of the Ministry, any of
the information requirements of this Article are not met, the Ministry may, in its sole
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 COMRIF Program, or any
other prov ncial program(s) (either current or future). In addition, the Ministry may, in its
sole discretion, Adjust the Financial Assistance for the Project.
SECTION 8
OVERPAYMENT
8.1 Allowable Financial Assistance. Funds advanced to the Recipient prior to settlement
in accordance with Section 6.1 of Schedule "A" of this Agreement 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, the Ministry will determine the
final amount of Financial Assistance on the Project (the "Allowable Financial
Assistance"). The Recipient agrees to repay to the Ministry, upon receipt of a written
demand and within the period specified by the Ministry, that portion of the total of the
funds advanced that exceeds the Allowable Financial Assistance applicable to the
Project, as determined by the Ministry, as well as any funds used for a purpose other
than that stated in the terms of this Agreement, as determined by the Ministry.
8.2 Deduction of overpayment. The Ministry may deduct any overpayment of Financial
Assistance pursuant to Section 8.1 made on the Project from Financial Assistance
payable on any other project(s) of the Recipient under the COMRIF Program or any
other provincial program(s) (either current or future). Any overpayment made on any
other project(s) of the Recipient under the COMRIF Program or any other provincial
program(s) (either current or future) may in turn be deducted from Financial Assistance
payable on the Project.
8.3 Interest on overpayment. The Ministry 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 the Ministry.
iii
Asset Management Program Funding Agreement File: 17740
SECTION 9
INSURANCE AND BONDING
9.1 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, with insurers acceptable to the Ministry:
a) Comprehensive general liability insurance to an inclusive limit of not less than
five million ($5,000,000.00) dollars per occurrence for property, damage, bodily
injury and personal injury including, at least, the following policy endorsements:
(i) Her Majesty the Queen in right of Ontario as an additional insured
for the purposes of the Project only;
(ii) Cross liability;
(iii) Contractual liability;
(iv) Independent contractors;
(v) Products and completed operations;
(vi) Employer's liability and voluntary compensation;
(vii) 30 day written notice of cancellation;
(viii) Tenants legal liability (if applicable); and
(ix) Non -owned automobile coverage with blanket contractual and
physical damage coverage for hired automobiles; and
b) All the necessary insurance that would be considered appropriate for a prudent
Recipient of this type undertaking a project similar to the Project, including, where
appropriate and without limitation, property, construction and errors and
omissions insurance.
9.2 Certificates of Insurance. Prior to any scheduled payment of Financial Assistance
pursuant to this Agreement and throughout the term of this Agreement, the Recipient
shall provide the Ministry with a valid certificate of insurance that references the Project,
confirms the above requirements and identifies major exclusions in the policy.
SECTION 10
INDEMNITY
10.1 Ministry not liable. In no event shall the Ministry be liable for:
n' anv hndily inkjrv. death nr prnnPrty riamage to the Recinient, its ompinyeeQ
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
12
Asset Management Program Funding Agreement File: 17740
any way related to 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 this Agreement or the Project.
10.2 Recipient to indemnify. The Recipient agrees to indemnify and hold harmless Her
Majesty the Queen in right of Ontario, Her directors, officers, employees and agents
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 (Ontario)) and for any and all liability
for damages to property and injury to persons (including death) which Her Majesty the
Queen in right of Ontario, Her 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: (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 Her
Majesty the Queen in right of Ontario, Her directors, officers, employees and agents, for
any incidental, indirect, special or consequential damages, or any loss of use, revenue or
profit, which Her Majesty the Queen in right of Ontario, Her 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: (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
CONFLICT OF INTEREST AND CONFIDENTIALITY
11.1 No conflict of interest. The Recipient and its Consultants and any of their respective
advisors, partners, directors, officers, employees, agents 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 opinion of
the Ministry) 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 Her Majesty the Queen in right of Ontario that is relevant to the Project
or otherwise where the Ministry has not expressly authorized such use in writing. For
greater certainty, and without limiit�ing the generality of the foregoing, a conflict of
iiitci VOL .s i�.iuutj c :siiuuii YYt IC�t �r uiiyvii`t�+ %ACJ io%,I L%,V VVith ti 1� f [�iiFri�.i 9L iv abl� tv
benefit financially from the Project or where such a person owns or has an interest in
13
Asset Management Program Funding Agreement File: 17740
an organization that is carrying out work related to the Project.
11.2 Disclose potential conflict of interest. The Recipient shall disclose to the Ministry
without delay any actual or potential situation that may be reasonably interpreted as
either a conflict of interest or a potential conflict of interest.
11.3 Freedom of Information and Protection of Privacy Act. The Recipient
acknowledges that the Ministry is bound by the provisions of the Freedom of
Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended.
SECTION 12
COMMUNICATION AND RECOGNITION
12.1 Acknowledge the support of the COMRIF Program. The Recipients shall
acknowledge the support of the program in all reports and materials and in all
advertising and publicity relating to the Project, in a format approved by the program.
12.2 COMRIF Program publicize information. The Recipients acknowledge that the
COMRIF Program may publicize information regarding the Asset Management
Program, including project descriptions, participants and approved funding amounts.
12.3 Recipients views do not necessarily represent those of the COMRIF Program.
The Recipients shall ensure the acknowledgement in any report or materials indicates
that the views expressed in the report or materials are the views of the Recipients and
do not necessarily reflect those of the COMRIF Program.
SECTION 13
COVENANTS, REPRESENTATIONS AND WARRANTIES
13.1 Covenants, representations and warranties. The Recipient covenants, represents
and warrants to the Ministry that:
a) it is conducting and shall conduct its business in compliance with all applicable
federal, provincial and municipal laws, and all rules, regulations, by-laws, notices,
orders and approvals;
b) it has authority and any necessary approval to enter into this Agreement and to
carry out its terms;
C) it has or will apply for all permits, approvals, and licenses which are required in
order to carry out the Project including, but not limited to, any approvals lawfully
required under the Planning Act (Ontario), the Building Code Act, 1992 (Ontario),
the Highway Traffic Act (Ontario), the Public Transportation and Highway
Improvement Act (Ontario), the Bridges Act (Ontario) and the Environmental Laws;
d) it validly exists as a legal Pntitv with fall rower to nerform and ohservP all of the
terms and conditions of this Agreement;
14
Asset Management Program Funding Agreement File: 17744
e) where applicable, it has passed by-laws required to undertake the Project;
f) it is now and will continue to be compliant with all Environmental Laws
g) 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;
h) it has the experience, financial health and ability to carry out this Project;
i) if the Recipient is a Local Government or a Crown Agency, it has the requisite legislative
authority to carry out the Project;
j) other than the Financial Assistance being provided pursuant to this Agreement,
the Recipient has not and will not use any funds received from Her Majesty the
Queen in Right of Ontario or a Crown Agency towards any aspect of the Project.
k) all information provided during the AMP Initiative Expression of Interest
submission process remains true, correct and complete in every respect except
a:. set out to the contrary herein. Without limitation, the AMP Project Overview
(Schedule "B") are as set out herein.
13.2 Representations and warranties true condition precedent for payment. Upon
request, the Recipient shall provide the Ministry 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, the Ministry may, in its sole discretion, Adjust the Financial
Assistance for the Project.
SECTION 14
DEFAULT, ENFORCEMENT AND TERMINATION
14.1 Event of Default. Each and every one of the following events is an "Event of Default":
a) if in the opinion of the Ministry, the Recipient fails to conform or comply with
any term or covenant contained in this Agreement to be performed or complied
%AA+h h%i thn Ror-ininnt-
YYttl 3 ..sy it All 1 lVVlt>IVt IL,
b) if in the opinion of the Ministry any representation or warranty made by the
15
Asset Management Program Finding Agreement File: ) 7740
Recipient in this Agreement or any certificate delivered to the Ministry pursuant
hereto shall be materially untrue in any respect;
C) it 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 the Ministry;
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;
if in the opinion of the Ministry a material adverse change occurs such that the
viability of the Recipient as a going concern is threatened in the opinion of the
Ministry, acting reasonably;
g) if in the opinion of the Ministry the Recipient ceases to operate;
h) if the Recipient fails to begin the Project within six (6) months after the date of
this Agreement, or, in the opinion of the Ministry, 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 the Ministry are beyond the control of the Recipient;
if the Recipient has submitted false or misleading information to the Ministry; or
the Recipient and/or any of its Consultants and/or any of their respective
advisors, partners, directors, officers, employees, agents and volunteers has
breached the requirements of Section 11 (Conflict of Interest and Confidentiality).
14.2 Waiver. The Ministry may, 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
there from, 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 the Ministry.
14.3 Remedies on default. Notwithstanding any other rights which the Ministry may have
under this Agreement, if an Event of Default has occurred, the Ministry shall have the
following remedies provided only that in the case of an Event of Default which, in the
opinion of the Ministry in its sole discretion, is curable, the Ministry has first given written
notice of the Event of Default to the Recipient and the Recipient has failed to correct the
Event of Defauit within 30 days or such period of time as the Ministry may consent to in
writing:
16
Asset Management Program Funding Agreement File: 17740
a) the Ministry shall have no further obligation to provide any Financial Assistance
for the Project;
b) the Ministry may, at its option, terminate this Agreement and may, in its sole
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 Ministry may avail itself of any of its legal remedies that it may deem
appropriate.
14.4 Additional remedies. In addition to the remedies described in Section 14.3, the Ministry
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 Ministry hereunder are cumulative and in addition to, and not in substitution for, all
other rights or remedies otherwise available to the Ministry.
14.5 Termination without cause. Notwithstanding anything else contained herein, the
Ministry reserves the right to terminate this Agreement without cause upon such
conditions as the Ministry may require, with a minimum of seven (7) days written notice
to the Recipient. If the Ministry terminates this Agreement prior to its expiration, the
Ministry, subject to all of the Ministry's rights under this Agreement, including, without
limitation, the Ministry'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
SECTION 15
NOTICE
15.1 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 "E" 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
or communication mailed by registered mail shall be deemed to have been received on
the third nav fnllowinn the day on which it was rnailPd_
17
Asset Management Program f=unding Agreement
File: 17744
15.2 Representatives. The individuals identified pursuant to Section 15.1 above will, in the
first instance, act as the Ministry's or the Recipient's, as the case may be, representative
for the purpose of implementing this Agreement.
SECTION 16
CONTRIBUTION ONLY
16:1 Contribution. This Agreement is a contract for a contribution only and nothing in it or
done pursuant to it, is to be construed as constituting the Recipients as the Ministry's
agent, employee, partner or joint venturer; and the Project shall be the sole property of
the Recipients or the Beneficiaries as the case may be. This provision in favour of the
Ministry shall be included in agreements between the Grantees and Beneficiaries.
16.2 Intellectual Property Ownership. All intellectual property in any material developed
under this Agreement shall not belong to the Ministry.
SECTION 17
MISCELLANEOUS
17.1 Terms binding. The Recipient shall take all reasonable measures to ensure that its
officers, directors, partners, employees, agents and the Consultant 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
Ministry 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 Schedule "A" of this Agreement.
17.2 Time 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. The Ministry shall not be liable for
any liquidated damages as a result of working days extensions.
17.3 Successors and assigns. This Agreement shall enure 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 Ministry 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 Ministry's right to require further performance of any such
terms or conditions, and the obligations of the Recipient with respect to such
nPrfnrrn9r1�P. 5:hnii-nntini_ir� in ftili fnrr_.p and effPr_.T_
1f'
Asset Management Program Funding Agreement
File: 17740
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 of the Province of Ontario and the laws of Canada 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), Section 10 (Indemnity), Section 11 (Conflict of Interest and
Confidentiality), Section 12 (Communication and Recognition), Section 13 (Covenants,
Representations and Warranties), Section 14 (Default, Enforcement and Termination)
and Section 16.11 (Interest) of Schedule "A";
17.9 No assignment. This Agreement shall not be assigned by the Recipient. The Ministry
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 Ministry and the Recipient.
17.11 Interest. The Ministry 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 the Ministry.
17.12 Ministry 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 Ministry for any purpose whatsoever.
17.13 Recipient cannot represent the Senior Government. 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 Ministry and/or the Federal Government. 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 Ministry and/or the Federal Government, to act as an
agent of the Ministry and/or the Federal Government, or to bind the Ministry and/or the
Federal Government in any manner whatsoever other than as specifically provided in
this Agreement.
17.14 Consultants. The Ministry acknowledges that, in connection with carrying out the
Project, the Recipient may engage one or more Consultants. The Ministry
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
19
Asset Management Program Funding Agreement File: 17740
Consultants and that all such acts and actions shall be treated as actions of the
Recipient for the purposes of this Agreement.
17.15 Cooperation. The Ministry 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.
17.16 Data. The Recipient agrees that the Ministry may, in its sole discretion, gather and
compile data required under this Agreement and disclose such data to the Federal
Government.
17.17 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.
- END OF GENERAL TERMS AND CONDITIONS —
20
Asset Management Program Funding Agreement File: 17740
SCHEDULE "B"
AMP PROJECT OVERVIEW
AMP PROJECT DESCRIPTION
AMP FILE #17740 THE CORPORATION OF THE TOWN OF
TILLSONBURG
WORK DESCRIPTION:
The Town of Tillsonburg proposes to uses its allocated Asset Management Program (AMP)
funding primarily to target the diagnostic stage of the asset management continuum. The
project commits to purchase a Global Positioning System (GPS) in 2007 to store asset
management data.
FINANCIAL ASSISTANCE / PROJECT BUDGET
Total Eligible Costs: $16,371.00
Federal Maximum Financial Assistance: $5,457.00
Ontario Maximum Financial Assistance: $5,457.00
Maximum Financial Assistance: $10,914.00
The Ministry will release all federal and provincial AMP funding once a Final Claim Report has
been submitted to the COMRIF Joint Secretariat as set out in Section 6.1 of Schedule "A" of this
Agreement. The Ministry is not obligated to pay interest on any costs incurred prior to the
submission, review and reimbursement of all eligible AMP project costs.
c1
Asset Management Program Funding Agreement File: ) 7740
PROJECT SCHEDULE/BUDGET
CASH FLOW BASED ON ESTIMATED COSTS
TOTAL IN TABLE MUST EQUAL THE TOTAL AMP CONTRIBUTION FROM ALL THREE
LEVELS OF GOVERNMENT (SEE TOTAL ELIGIBLE COSTS ABOVE)
Fiscal Year (April 1 - March 31)
Proposed Cash Flow
2006/07 (Dec 6th onward)
$0.00
2007/08
$16,371.00
2008/09
$0.00
Total Eligible Costs
$16,371.00
GL
Asset Management Program Funding Agreement
SCHEDULE "C"
ELIGIBLE COSTS
CA ELIGIBLE COSTS
C.1.1 Eligible Costs are all direct costs that, in the opinion of the Ministry, are:
File: 17740
a) Properly and reasonably incurred by the Recipient and no other person; and
b) Paid under a Contract for goods or services necessary for the implementation of
the Project.
C.1.2 Eligible Costs must be directly related to the asset management project. They must also
be for expenditures that would not have otherwise been incurred by the Recipient and
include, but are not limited to the following:
a) Cost incurred on or after the AMP announcement date (December 6, 2006), but
before the program deadline of March 31, 2009.
b) Cost incurred for professionals, technical personnel, consultants and contractors
specifically engaged to undertake asset management activities related to the five
principal stages of asset management.
c) Software, hardware and any other IT products required by the municipality to
undertake the asset management work required.
d) Staff training costs, including training registration fees, travel expenses (airline/train
ticket, car rental including the cost of gasoline, mileage if staff members' own car is
used, hotel stays and meals while attending a conference/seminar) and any
materials that may be required to be purchased in advance of attending a training
session such as books and/or training manuals specifically requested by the training
seminar organizer.
e) Staff costs for any staff members newly hired specifically to work on municipal asset
management works on a full time basis. This could include summer students hired
specifically for this purpose on a temporary basis, or part-time staff specifically
dedicated to working on asset management activities.
f) Any other asset management related costs as approved by the COMRIF Joint
Secretariat.
C.2 INELIGIBLE COSTS
C.2.1. Notwithstanding any other provision in this Schedule, costs related to the following are
not eligible:
a) Costs incurred before the announcement of the AMP (December 6, 2006).
23
Asset Management Program Funding Agreement File: 17740
b) Costs incurred after March 31, 2009.
0 Services or works that, in the opinion of the COMRIF Joint Secretariat, are normally
provided by the recipient or a related party.
d) Salaries and other employment benefits of any employees of the recipient that are
not spending 100% of their time working on asset management --activities.
e) Overhead costs (e.g., supervision) for eligible staff members hired to work on asset
management works on a full-time basis.
f) Any travel, gasoline, meal, hotel, material, education and other costs borne by the
recipient that are not related to the work performed under the Asset Management
Program.
g) Taxes for which the recipient or a third party is eligible for a tax rebate and all other
costs eligible for rebates (e.g., GST).
h) Financing charges and interest costs.
i) Costs of capital leasing of equipment by the recipient.
j) Legal fees; and
k) Routine repair and maintenance costs.
24
Asset Management Program Funding Agreement File: 17740
SCHEDULE "D"
FEDERAL REQUIREMENTS
The Ministry and the Recipient agree to the following Federal Requirements:
1. The Recipient acknowledges and agrees that the amount of Financial Assistance being
provided by the Ministry is dependent on the Ministry receiving funds for the Project from the
Federal Government. Should the Ministry not receive the funds it expects to receive in
relation to the Project from the Federal Government, the Ministry may, in its sole 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 represents and warrants to the Federal Government that other than the
Financial Assistance being provided pursuant to this Agreement, the Recipient will notify of
any other funding received from the Federal Government, including FEDNOR funding,
towards any aspect of the Project.
3. The Recipient agrees to indemnify and hold harmless the Federal Government, its directors,
officers, servants, employees and agents 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 (Ontario) and for any and all liability for damages to property and injury to persons
(including death) which the Federal Government, its directors, officers, servants, 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: (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.
4. The Recipient further agrees to indemnify and hold the Federal Government, its directors,
officers, employees and agents, for any incidental, indirect, special or consequential
damages, or any loss of use, revenue or profit, which the Federal Government, 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.
5. 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 Queen in
Right of Canada.
The Recipient acknowledges that the Federal Government is or will be the owner of certain
distinguishing marks comprised of designs, trademarks and official marks in relation to
25
Asset Management Program Funding Agreement
File: 17744
COMRIF (the "Federal Licensed Marks") and the Recipient is subject to the requirements of
Section 12 (Communication and Recognition) of Schedule "A" of this Agreement, with
appropriate changes, in relation to the Federal Licensed Marks.
7. 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.
8. Notwithstanding any provisions of this Agreement, all obligations of Canada incurred by
virtue of this Agreement shall be subject to the Financial Administration Act (Canada).
9. All of the provisions of this Schedule "D" shall survive the expiration or early termination of
this Agreement.
10. 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 Federal
Government.
11. The Recipient acknowledges and agrees that the Federal Government may, in its sole
discretion, exercise the Ministry's right to monitor the Project, perform audits and/or gather
data pursuant to the terms and conditions of this Agreement.
26
Asset Management Program Funding Agreement File: 17740
SCHEDULE "E"
ADDITIONAL PROVISIONS
The Ministry and the Recipient agree to the following additional provisions:
1. Further to Section 15 of Schedule "A" hereto, notice can be given at the following addresses:
(a) If to the Ministry:
Ministry of Agriculture, Food and Rural Affairs
1 Stone Road West, 4th Floor
Guelph, Ontario
N 1 G 4Y2
Phone: 1-866-306-7827
Fax: (519) 826-4336
E -Mail: brian.cardy @ ontario.ca
Attention: Brian Cardy
(b) If to the Recipient:
THE TOWN OF TILLSONBURG
200 Broadway, 2nd Floor
Tillsonburg, ON
N4G 5A7
Phone: (519) 842-6428
Fax: (519) 842-9431
E -Mail: dmorris@town.tillsonburg.on.ca
Attention: David C. Morris, Chief Administrative Officer
2?
oc
0
LL CL
w
UJ rc
.J 'm
M
04
w -J
L)
j
Cl) 4
z
U.
o
CL
IV
cr
E
1
CL
E cP
cp 0
Q
Q.
CD
ZS
O
ch
O
C:
0
oC
ct
i
1
��uN
II
II
i