4131 Schedule A - Clean Water & Wastewater Fund (Ontario) Transfer Payment AgreementSOLICITOR -CLIENT PRIVILEGED & CONFIDENTIAL
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CLEAN WATER AND WASTEWATER FUND (ONTARIO)
TRANSFER PAYMENT AGREEMENT
THIS TRANSFER PAYMENT AGREEMENT for the Clean Water and Wastewater Fund (CWWF)
Ontario) (the "Agreement"), made in duplicate, is effective as of the Effective Date (both
Agreement" and "Effective Date as defined in section A.1.2 (Definitions)).
BETWEEN:
Her Majesty the Queen in right of Ontario
as represented by the Minister of Infrastructure
the "Province")
and -
The Corporation of the Town of Tillsonburg
the "Recipient" or "Ultimate Recipient")
BACKGROUND
The Government of Canada established the Clean Water and Wastewater Fund (the "CWWF") in
its 2016 Budget.
The Government of Canada has committed two billion dollars ($2,000,000,000) towards the
CWWF for projects to improve water, wastewater, and storm water systems across Canada.
Under the Bilateral Agreement, the Province has agreed to identify projects, and be responsible for
the transfer of CWWF funds to eligible Recipients pursuant to transfer payment agreements.
The Recipient has been allocated Maximum Funds (as defined in section A.1.2 (Definitions)).
The Recipient has applied to the Province for CWWF funds to assist the Recipient in carrying out
the Project (as defined in section A.1.2 (Definitions)) and further described in Schedule "C"
Program Funding Request), a clean water and wastewater infrastructure project.
Canada has approved the Project and Canada and the Province have agreed to provide CWWF
funds for the Project.
The Agreement sets out the terms and conditions upon which CWWF funds, up to the Maximum
Funds, will be provided to the Recipient for the purpose of carrying out the Project and the
Recipient has agreed to carry out the Project.
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Ontario Infrastructure and Lands Corporation, an agent of Her Majesty the Queen in right of
Ontario, will be administering the Program on behalf of the Province.
CONSIDERATION
In consideration of the mutual covenants and agreements contained in the Agreement and for
other good and valuable consideration, the receipt and sufficiency of which is expressly
acknowledged, the Parties (as defined in section A.1.2 (Definitions)) agree as follows:
1.0 ENTIRE AGREEMENT
1.1 The Agreement, comprising of:
Schedule "A" - General Terms and Conditions
Schedule "B" - Project Specific Information
Schedule "C"- Program Funding Request
Sub -schedule "C.1" - Project Description, Budget and Timelines
Sub -schedule "C.2" - Sub -project Cost Breakdown
Schedule "D"- Reporting
Schedule "E"- Eligible Expenditures and Ineligible Expenditures
Schedule "F" - Evaluation
Schedule "G"- Communications Protocol
Schedule "H"- Disposal of and Revenues from Assets
Schedule "I" - Aboriginal Consultation Protocol
Schedule "J"- Requests for Payment and Payment Procedures
Sub -schedule "J.1" - Form of Request for Payment Form
Sub -schedule "J.2" - Form of Certificate from Recipient
Sub -schedule "J.3" - Form of Declaration of Sub -project Completion
Sub -schedule "J.4" - Form of Certificate from Professional Engineer
Schedule "K" - Form of Clean Water and Wastewater Fund (CWWF) Attestation Form, and
any amending agreement entered into in Article 3.0 (Amending the Agreement),
constitutes the entire agreement between the Parties with respect to the subject matter contained
in the Agreement and supersedes all prior oral or written representations and agreements.
2.0 COUNTERPARTS
2.1 The Agreement may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same instrument.
3.0 AMENDING THE AGREEMENT
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3.1 Subject to sections C.2.2 (Amending Agreement for Minor Changes to the Project
Description, Budget and Timelines) and D.6.2 (Amending Agreement for Minor Changes to
the Reporting), the Agreement may only be amended by a written agreement duly executed
by the representatives of the Parties listed below.
4.0 ACKNOWLEDGEMENT
4.1 The Recipient acknowledges that:
a) by receiving Funds (as defined in section A.1.2 (Definitions)) it may become subject to
legislation applicable to organizations that receive funding from the Government of
Ontario, including the Public Sector Salary Disclosure Act, 1996 (Ontario), and the
Auditor General Act (Ontario);
b) the Funds are:
i) to assist the Recipient to carry out the Project and not to provide goods or
services to the Province or Canada; and
ii) funding for the purposes of the Public Sector Salary Disclosure Act, 1996
Ontario); and
c) although the Agreement is between the Province and the Recipient, Canada is, in
respect of the rights, covenants, remedies, obligations, indemnities and benefits
together referred to as "Rights") undertaken or given to Canada in the Agreement, a
third -party beneficiary under the Agreement and is entitled to rely upon and directly
enforce those Rights as if Canada were a party to the Agreement; and
d) the Province and Canada, respectively, are not responsible for carrying out the
Project.
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The Parties have executed the Agreement on the dates set out below.
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as
represented by the Minister of Infrastructure
Date Name:
Title:
The CorporaWon of the Town of Tillsonburg
Date Name: eco L c.r•-
Title:
e.g., Mayor or Regional Chair, or delegate]
have authority to bind the Recipient.
Date Name:
Title:1o t.Jf-- CSC'
I have authority to bind the Recipient.
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SCHEDULE "A"
GENERAL TERMS AND CONDITIONS
A.1.0 INTERPRETATION AND DEFINITIONS
A.1.1 Interpretation. For the purposes of interpretation:
a) words in the singular include the plural and vice -versa;
b) words in one gender include all genders;
c) the headings do not form part of the Agreement; they are for reference only and will
not affect the interpretation of the Agreement;
d) any reference to dollars or currency will be in Canadian dollars and currency;
e) all accounting terms not otherwise defined in the Agreement have their ordinary
meanings; and
f) in the event of a conflict or inconsistency between any of the requirements of:
i) the main body of the Agreement and any of the requirements of a schedule or a
sub -schedule, the main body of the Agreement will prevail;
ii) Schedule "A" (General Terms and Conditions) and any of the requirements of
another schedule or a sub -schedule, Schedule "A" (General Terms and
Conditions) will prevail; or
iii) a schedule and any of the requirements of a sub -schedule, the schedule will
prevail.
A.1.2 Definitions. In the Agreement, the following terms have the following meanings:
Aboriginal Community" as the meaning ascribed to it in section 1.1.1 (Definitions)
Aboriginal Consultation Record" as the meaning ascribed to it in section 1.1.1
Definitions).
Agreement" means this Clean Water and Wastewater Fund (CWWF) (Ontario) Transfer
Payment Agreement entered into between the Province and the Recipient as described in
Article 1.1 (Entire Agreement).
Asset" means any real or personal property or immovable or movable asset, acquired,
contracted, rehabilitated or improved, in whole or in part, with Funds.
Authorities" means any government authority, agency, body or department, whether
federal, provincial or municipal, having or claiming jurisdiction over the Agreement or the
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Project, or both.
Bilateral Agreement" means the Canada -Ontario Bilateral Agreement "Clean Water and
Wastewater Fund" entered into between Canada and Her Majesty the Queen in right of
Ontario, as represented by the Minister of Infrastructure, and made on September 13, 2016.
Budget" means the budget described in Schedule "C" (Program Funding Request).
Business Day" means any working day, Monday to Friday inclusive, excluding statutory
and other holidays, namely: New Year's Day; Family Day; Good Friday; Easter Monday;
Victoria Day; Canada Day; Civic Holiday; Labour Day; Thanksgiving Day; Remembrance
Day; Christmas Day; Boxing Day and any other day on which the Province has elected to
be closed for business.
Canada" means, unless the context requires otherwise, Her Majesty the Queen in right of
Canada.
Contract" means a contract between the Recipient and a Third Party whereby the Third
Party agrees to supply goods or services, or both, for the Project in return for financial
consideration.
CWWF" means the Clean Water and Wastewater Infrastructure Fund established by
Canada to help accelerate short term municipal investments, while supporting the
rehabilitation of water, wastewater and stormwater infrastructure, and the planning and
design of future facilities and upgrades to existing systems.
Declaration of Sub -project Completion" means the Declaration of Sub -project
Completion attached as Sub -schedule "J.3" (Form of Declaration of Sub -project
Completion).
Effective Date" means the date of signature by the last signing party to the Agreement.
Eligible Expenditures" means the costs of the Project incurred by the Recipient and
eligible for payment under the terms and conditions of the Agreement, and that are further
described in Schedule "E" (Eligible Expenditures and Ineligible Expenditures).
Environmental Laws" means all applicable federal, provincial or municipal laws,
regulations, by-laws, orders, rules, policies or guidelines respecting the protection of the
natural environment, public or occupational health or safety, and the manufacture,
importation, handling, transportation, storage, disposal and treatment of environmental
contaminants and include, without limitation, the Environmental Protection Act (Ontario),
Environmental Assessment Act (Ontario), Ontario Water Resources Act (Ontario),
Canadian Environmental Protection Act, 1999 (Canada), Canadian Environmental
Assessment Act, 2012 (Canada), Fisheries Act (Canada) and Navigation Protection Act
Canada).
Event of Default" has the meaning ascribed to it in section A.14.1 (Events of Default).
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Expiry Date" means the date on which the Agreement will expire and is the date provided
for in Schedule "B" (Project Specific Information).
Final Progress Report" means the Final Progress Report described in Article D.2.0
Progress Reports and Final Progress Report).
Funding Year" means:
a) in the case of the first Funding Year, the period commencing on the Effective Date
and ending on the following March 31; and
b) in the case of Funding Years subsequent to the first Funding Year, the period
commencing on April 1 following the end of the previous Funding Year and ending
on the following March 31.
Funds" means the money the Province provides to the Recipient pursuant to the
Agreement.
Holdback" means the Holdback described in and to be paid in accordance with section
A.4.14 (Retention of Contribution) and Article J.7.0 (Holdback).
Indemnified Parties" means Her Majesty the Queen in right of Ontario and Canada,
respectively, their respective ministers, officers, servants, appointees and employees or any
agents and their respective officers and employees.
Maximum Funds" means the maximum amount the Province will provide the Recipient
under the Agreement as provided for in Schedule "B" (Project Specific Information).
Notice" means any communication given or required to be given pursuant to the
Agreement.
Notice Period" means the period of time within which the Recipient is required to remedy
an Event of Default, pursuant to paragraph A.14.3 (b), and includes any such period or
periods of time by which the Province extends that time in accordance with section A.14.4
Recipient Not Remedying).
Outcomes Progress Reports" means the Outcomes Progress Reports described in
Article D.3.0 (Outcomes Progress Reports).
Parties" means the Province and the Recipient.
Party" means either the Province or the Recipient.
Program" means the program established by the Province to identify projects under the
CWWF and enter into agreements, including the Agreement, with recipients of CWWF
funds.
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Progress Report" means the Progress Report described in Article D.2.0 (Progress
Reports and Final Progress Report).
Project" means the undertaking described in Schedule "C" (Program Funding Request).
Project Evaluation" means the project evaluation described in Article F.1.0 (Project
Evaluation).
Project Incrementality" means (a) the Project would not otherwise have taken place in
2016-17 or 2017-18; or (b) the Project would not have been undertaken without federal
funding. This includes projects included in the 2016 municipal budget where projects
require additional funding to proceed and/or accelerate.
Reports" means the reports described in Schedule "D" (Reporting).
Requirements of Law" means all applicable requirements, laws, statutes, codes, acts,
ordinances, approvals, orders, decrees, injunctions, by-laws, rules, regulations, official
plans, permits, licences, authorizations, directions, and agreements with all Authorities, and
includes the Environmental Laws.
Sub -project" means a Project described in Sub -schedule "CA" (Project Description,
Budget and Timelines).
Sub -project Completion" means when a Sub -project can be used for the purpose for
which it is intended, all required Reports and other reports and documents, including the
Declaration of Sub -project Completion, have been submitted to the Province, and Final
Payment has been made.
Sub -project Completion Date" means the Sub -project completion date indicated on the
Declaration of Sub -project Completion.
Term" means the period of time described in section A.3.1 (Term).
Third Party" means any legal entity, other than a Party, who supplies goods or services,
or both, to the Recipient for the Project.
Timelines" means the Project schedule provided in Schedule "C" (Program Funding
Request).
Total Financial Assistance" means the total Project funding from all sources, including
funding from federal, provincial, territorial, and municipal sources, private sources and in-
kind contributions.
A.2.0 REPRESENTATIONS, WARRANTIES AND COVENANTS
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A.2.1 General. The Recipient represents, warrants, and covenants that:
a) it is, and will continue to be, a validly existing legal entity with full power to fulfill its
obligations under the Agreement;
b) it has, and will continue to have, the experience and expertise necessary to carry
out the Project;
c) it is in compliance with, and will continue to comply with, all Requirements of Law
related to any aspect of the Project, the Funds, or both; and
d) unless otherwise provided for in the Agreement, any information the Recipient
provided to the Province in support of its request for funds (including information
relating to any eligibility requirements) was true and complete at the time the
Recipient provided it and will continue to be true and complete.
A.2.2 Execution of Agreement. The Recipient represents and warrants that it has:
a) the full power and authority to enter into the Agreement; and
b) taken all necessary actions to authorize the execution of the Agreement.
A.2.3 Governance. The Recipient represents, warrants and covenants that it has, will maintain,
in writing, and will follow:
i) a code of conduct and ethical responsibilities for all persons at all levels of the
Recipient's organization;
ii) procedures to enable the Recipient's ongoing effective functioning;
iii) decision-making mechanisms for the Recipient;
iv) procedures to enable the Recipient to manage Funds prudently and effectively;
v) procedures to enable the Recipient to complete the Project successfully;
vi) procedures to enable the Recipient to identify risks to the completion of the Project
and strategies to address the identified risks, all in a timely manner;
vii) procedures to enable the preparation and submission of all Reports required
pursuant to Article A.7.0 (Reporting, Accounting and Review); and
viii) procedures to enable the Recipient to address such other matters as the Recipient
considers necessary to enable the Recipient to carry out its obligations under the
Agreement.
A.2.4 Supporting Proof. Upon the request of the Province, the Recipient will provide the
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Province with proof of the matters referred to in this Article A.2.0 (Representations,
Warranties and Covenants).
A.3.0 TERM OF THE AGREEMENT
A.3.1 Term. The term of the Agreement will commence on the Effective Date and will expire on
the Expiry Date unless terminated earlier pursuant to Article A.12.0 (Termination on
Notice), Article A.13.0 (Termination Where No Appropriation or Funds from Canada), or
Article A.14.0 (Event of Default, Corrective Action and Termination for Default).
A.4.0 FUNDS AND CARRYING OUT THE PROJECT
A.4.1 Funds Provided. The Province will:
a) provide the Recipient up to the Maximum Funds, which will be no greater than 75%
of the total Eligible Expenditures, for the purpose of carrying out the Project;
b) provide the Funds to the Recipient in accordance with the request for payment and
payment procedures provided for in Schedule "J" (Requests for Payment and
Payment Procedures); and
c) deposit the Funds into an account designated by the Recipient provided that the
account:
i) resides at a Canadian financial institution; and
ii) is in the name of the Recipient.
A.4.2 Limitation on Payment of Funds. Despite section A.4.1 (Funds Provided):
a) in addition to the other limitations under the Agreement on the payment of Funds by
the Province, the Province is not obligated to provide:
i) any Funds to the Recipient until the Recipient fulfils all of the special conditions
listed in section A.33.1 (Special Conditions); and
ii) any instalment of Funds unless the Province and Canada are satisfied with the
progress of the Project; and
b) the Province may adjust the amount of Funds it provides to the Recipient in any
Funding Year based upon the Province's assessment of the information the
Recipient provides to the Province pursuant to section A.7.1 (Preparation and
Submission); and
c) if, pursuant to the Financial Administration Act (Ontario), the Province does not
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receive the necessary appropriation from the Ontario Legislature or, under the
Bilateral Agreement, funds from Canada for any payment under the Agreement, the
Province is not obligated to make any such payment, and, as a consequence, the
Province may:
i) reduce the amount of Funds and, in consultation with the Recipient, change the
Project or Budget, or both; or
ii) terminate the Agreement pursuant to section A.13.1 (Termination Where No
Appropriation or Funds from Canada).
A.4.3 Use of Funds and Carry Out the Project. The Recipient will do all of the following:
a) carry out the Project;
b) use the Funds only for the purpose of carrying out the Project;
c) spend the Funds only in accordance with the Budget; and
d) not use the Funds to cover any Eligible Expenditure that has or will be funded or
reimbursed by one or more of any third parry, any ministry, department, agency, or
organization of the Government of Ontario or the Government of Canada, except for
any Eligible Expenditure that has or will be funded or reimbursed by the Ontario
Community Infrastructure Fund - Formula Funding, where applicable.
AAA Province's and Canada's Roles Limited to Providing Funds. The Parties
acknowledge that the Province's role in a Project is limited to providing CWWF funds to
the Recipient for the Project, and that the Province and Canada will have no involvement
in the implementation of the Project or its operation. The Province and Canada are neither
decision -makers nor administrators of the Project.
A.4.5 Interest Bearing Account. If the Province provides Funds to the Recipient before the
Recipient's immediate need for the Funds, the Recipient will place the Funds in an interest
bearing account in the name of the Recipient at a Canadian financial institution.
A.4.6 Interest. If the Recipient earns any interest on the Funds, the Province may:
a) deduct an amount equal to the interest from any further instalments of Funds; or
b) demand from the Recipient the repayment of an amount equal to the interest.
A.4.7 Maximum Funds. The Recipient acknowledges that.-
a)
hat:
a) the Funds available to it pursuant: to the Agreement will not exceed the Maximum
Funds;
b) if Canada's total contribution from all federal sources, including the Funds, towards
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the Project exceeds 50% of the Project's total Eligible Expenditures, the Province
may recover the excess from the Recipient or reduce the contribution under the
Agreement by an amount equal to the excess;
c) if the Province's total contribution from all provincial sources, including the Funds,
but excluding the Ontario Community Infrastructure Fund — Formula Funding ,
towards the Project exceeds 25% of the Project's total Eligible Expenditures, the
Province may recover the excess from the Recipient or reduce the contribution
under the Agreement by an amount equal to the excess; and
d) if the Total Financial Assistance received or due in respect of the total Project costs
exceeds 100% of the total Project costs, the Province may, up to the Maximum
Funds, recover the excess from the Recipient or reduce the contribution under the
Agreement by an amount equal to the excess.
A.4.8 Disclosure of Other Financial Assistance and Adjustments. The Recipient will inform
the Province promptly of all financial assistance received for the Project.
A.4.9 Rebates, Credits and Refunds. The Recipient acknowledges that the amount of Funds
available to it pursuant to the Agreement is based on the actual costs to the Recipient to
carry out the Project, less any costs (including taxes) for which the Recipient has received,
will receive, or is eligible to receive, a rebate, credit or refund.
A.4.10 Recipient's Acknowledgement of Responsibility for Project. The Recipient will
assume full responsibility for the Project including, without limitation:
a) complete, diligent and timely Project implementation within the costs and timelines
specified in the Agreement and in accordance with all other terms and conditions of
the Agreement;
b) all the costs of the Project including, without limitation, unapproved expenditures
and overruns, if any;
c) subsequent operation, maintenance, repair, rehabilitation, demolition or
reconstruction, as required and as per appropriate standards, and any related costs
for the full lifecycle of the Project; and
d) the responsibility for undertaking, or cause to be undertaken, the engineering and
construction work in accordance with industry standards.
A.4.11 Increase in Project Costs. If, at any time during the Term, the Recipient determines that
it will not be possible to complete the Project unless it expends amounts in excess of all
funding available to it (a "Shortfall"), the Recipient will immediately notify the Province of
that determination. If the Recipient so notifies the Province, it will, within 30 days of a
request from the Province, provide a summary of the measures that it proposes to remedy
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the Shortfall. If the Province is not satisfied that the measures proposed will be adequate
to remedy the ShortfaH, then the Provir ce may exercise one or more of the remedies
available to it pursuant to section A.14.4 (Recipient Not Remedying).
A.4.12 Recipient's Request for Payment and Payment Procedures. The Recipient agrees to
submit its requests for payment in accordance with the payment procedures provided for in
Schedule "J" (Requests for Payment and Payment Procedures).
A.4.13 Project Incrementality. The Recipient acknowledges that funding for the Project is
conditional upon the Project meeting the definition of Project Incrementality.
A.4.14 Retention of Contribution. The Province will retain a minimum of 10% of the funding for
the Project ("Holdback"). The Province 'Nill release the amount retained when:
a) the Recipient fulfils all of its obligations under the Agreement; and
b) the Parties have carried out a final reconciliation of all requests for payments and
payments in respect of the Project and made any adjustments required in the
circumstances.
A.5.0 RECIPIENT'S ACQUISITION OF GOODS OR SERVICES, RELATED CONTRACTS AND
DISPOSAL OF ASSETS
A.5.1 Acquisition. If the Recipient acquires goods, services, or both with the Funds, it will:
a) do so through a process that promotes the best value for money including:
i) by following its procurement policies when procuring goods, services or both,
where the Municipal Act, 2001 (Ontario) applies to the Recipient; and
ii) by obtaining at least three written quotes where the estimated costs of the
goods, services or both exceE d $25,000 and the Municipal Act, 2001 (Ontario)
does not apply to the Recipient.
b) comply to the extent applicable with:
i) its policies and procedures; and
ii) trade agreements, including the Agreement on Internal Trade and the Trade
and Cooperation Agreement between Ontario and Quebec.
A.5.2 Contract Provisions. The Recipient will ensure that all Contracts are consistent with and
incorporate the relevant provisions of the Agreement. More specifically but without limiting
the generality of the foregoing, the Recipient agrees to include provisions in all Contracts
to ensure:
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a) that proper and accurate accounts and records are maintained for at least 7 years
after the expiry or early termination of the Agreement;
b) compliance with all applicable Requirements of Law, including, without limitation,
labour and human rights legislation; and
c) the respective rights of the Province and Canada, and any authorized representative
or independent auditor identified by the Province or Canada, and the Auditor
General of Ontario and the Auditor General of Canada to inspect and audit the
terms of any Contract, record and account respecting the Project and have free and
timely access to the Project sites, facilities and any documentation, as contemplated
pursuant to section A.7.3 (Inspection), are secured.
A.5.3 Disposal. The Recipient agrees that any disposal of Asset including, without limitation,
the sale, lease, encumbrance or any other disposition of any Asset, will be in accordance
with the terms and conditions provided for in Schedule "H" (Disposal of and Revenues
from Assets).
A.6.0 CONFLICT OF INTEREST
A.6.1 No Conflict of Interest. The Recipient will carry out the Project and use the Funds
without an actual, potential, or perceived conflict of interest.
A.6.2 Conflict of Interest Includes. For the purposes of this Article A.6.0 (Conflict of Interest),
a conflict of interest includes any circumstances where:
a) the Recipient; or
b) any person who has the capacity to influence the Recipient's decisions,
has outside commitments, relationships, or financial interests that could, or could be seen
to, interfere with the Recipient's objective, unbiased and impartial judgment relating to the
Project, the use of the Funds, or both.
A.6.3 Disclosure to Province. The Recipient will:
a) disclose to the Province, without delay, any situation that a reasonable person would
interpret as an actual, potential, or perceived conflict of interest; and
b) comply with any terms and conditions that the Province may prescribe as a result of
the disclosure.
A.7.0 REPORTING, ACCOUNTING AND REVIEW
A.7.1 Preparation and Submission. The Recipient will:
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a) submit to the Province at the address referred to in section A.18.1 (Notice in Writing
and Addresses), all Reports in accordance with the timelines and content
requirements provided for in Schedule "D" (Reporting), or in a form as specified by
the Province from time to time;
b) submit to the Province at the address referred to in section A.18.1 (Notice in Writing
and Addresses), any other reports as may be requested by the Province in
accordance with the timelines and content requirements specified by the Province;
c) ensure that all Reports and other, reports are completed to the satisfaction of the
Province; and
d) ensure that all Reports and other reports are signed on behalf of the Recipient by an
authorized signing officer.
A.7.2 Record Maintenance and Audit.
a) The Recipient will keep and mairtain:
i) all financial records (including invoices) relating to the Funds or otherwise to the
Project in a manner consistent with generally accepted accounting principles;
ii) all non-financial documents and records relating to the Funds or otherwise to
the Project; and
iii) the accounts, records and other documents described in paragraphs A.7.2(a)(i)
and (ii) for at least seven years after the expiry or termination of the Agreement.
A.7.3 Inspection. The Province, Canada, any authorized representative, or independent
auditor identified by the Province or Canada may, at the Province's or Canada's
respective expense, upon 24 hours' Notice to the Recipient and during normal business
hours, enter upon the Recipient's premises to review the progress of the Project and the
Recipient's allocation and expenditure of the Funds and, for these purposes, the
Province, Canada, any authorized representative, or independent auditor identified by the
Province or Canada may take one or more of the following actions:
a) inspect and copy the records and documents referred to in section A.7.2 (Record
Maintenance and Audit);
b) remove any copies made pursuant to paragraph A.7.3(a) from the Recipient's
premises; and
c) conduct an audit or investigation of the Recipient in respect of the expenditure of the
Funds, the Project, or both.
A.7.4 Disclosure. To assist in respect of the rights provided for in section A.7.3 (Inspection), the
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Recipient will disclose any information requested by the Province, Canada, any authorized
representative, or any independent auditor identified by the Province or Canada, and will
do so in the form requested by the Province, Canada, any authorized representative, or
any independent auditor identified by the Province or Canada, as the case may be.
A.7.5 No Control of Records. No provision of the Agreement will be construed so as to give
the Province or Canada any control whatsoever over the Recipient's records.
A.7.6 Auditor General (Ontario/Canada). For greater certainty, the Province's rights under
this Article A.7.0 (Reporting, Accounting and Review) are in addition to any rights provided
to the Auditor General of Ontario pursuant to the Auditor General Act (Ontario) and the
Auditor General of Canada pursuant to section 7.1 of the Auditor General Act (Canada).
A.7.7 Third Parties. The Recipient shall coordinate access with any Third Party for the purpose
of the inspections and audits described in section A.7.3 (Inspection).
A.7.8 Project Evaluation. The Recipient agrees to conduct and submit to the Province or
Canada, as applicable, Project -related information following the evaluation procedures
provided for in Article F.1.0 (Project Evaluation).
A.7.9 Calculations. The Recipient will make all calculations and prepare all financial data to be
submitted in accordance with the generally accepted accounting principles in effect in
Canada. These will include, without limitation, those principles and standards approved or
recommended from time to time by the Canadian Institute of Chartered Accountants or the
Public Sector Accounting Board, as applicable, or any successor institute, applied on a
consistent basis.
A.7.10 Adverse Factor Event. The Recipient will inform the Province immediately of any factor
event of which it is aware and that will compromise wholly, or in part, the Project.
A.8.0 COMMUNICATIONS REQUIREMENTS
A.8.1 Acknowledgement of Support. Unless otherwise directed by the Province, the
Recipient will acknowledge the support for the Project as provided for in Schedule "G"
Communications Protocol).
A.9.0 FIPPA, MFIPPA, AIA AND INFORMATION SHARING WITH CANADA
A.9.1 FIPPA. The Recipient acknowledges that the Province is bound by the Freedom of
Information and Protection of Privacy Act (Ontario) and that any information provided to
the Province in connection with the Project or otherwise in connection with the Agreement
may be subject to disclosure in accordance with that Act.
A.9.2 MFIPPA. The Province acknowledges that the Recipient is bound by the Municipal
Freedom of Information and Protection of Privacy Act (Ontario) and that any information
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provided to the Recipient in connection with the Project or otherwise in connection with the
Agreement may be subject to disclosure in accordance with that Act.
A.9.3 Access to Information Act. The Recipient acknowledges that Canada is bound by the
Access to Information Act (Canada) and that any information provided to Canada by either
the Province or the Recipient in connection with the Project or otherwise in connection with
the Agreement may be subject to disclosure in accordance with that Act.
A.9.4 Information Sharing with Canada. The Recipient acknowledges that the Province may:
a) request additional information from the Recipient including, without limitation,
information for the purpose of any determination under Article A.30.0
Environmental Assessment) and Article A.31.0 (Aboriginal Consultation); and
b) share any information it receives from the Recipient pursuant to the agreement with
Canada.
A.9.5 Open Data. The Recipient agrees that, the Province may publicly release the Agreement
and any Reports submitted under the Agreement, whether in hard copy or in electronic
form, on the internet or otherwise.
A.10.0 INDEMNITY
A.10.1 Indemnification of the Province and Canada. The Recipient hereby agrees to
indemnify and hold harmless the indemnified Parties from and against any and all liability,
loss, costs, damages, expenses (including legal, expert, and consultant fees), causes of
action, actions (whether in contract, tort, or otherwise), claims, demands, lawsuits, or other
proceedings, by whomever made, sustained, incurred, brought, or prosecuted, in any
manner based upon or occasioned by any injury to persons, damage to, loss, or
destruction of property, economic loss, or infringement of rights caused by, in any way
arising out of (whether directly or indirectly), in connection with the Project, or otherwise in
connection with the Agreement (collectively, "Action"), unless such Action is solely caused
by the negligence or wilful misconduct of an Indemnified Party in the performance of his or
her duty.
A.10.2 Recipient's Participation. The Recipient will, at its expense, to the extent requested by
the Province or Canada, or both, participate in or conduct the defence of any proceeding
against any Indemnified Parties and any negotiations for their settlement.
A.10.3 Province's Election. The Province or Canada, or both, may elect to participate in or
conduct the defence of any proceeding by providing Notice to the Recipient of such
election without prejudice to any other rights or remedies of the Province under the
Agreement or Canada under the Bilateral Agreement, at law or in equity. The Recipient,
Canada or the Recipient, as applicable, participating in the defence will do so by actively
participating with the other's counsel.
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A.10.4 Settlement Authority. The Recipient will not enter into a settlement of any proceeding
against any Indemnified Parties unless the Recipient has obtained the Province's or
Canada's, as applicable, prior written approval or waiver for this requirement. If the
Recipient is requested by the Province or Canada to participate in or conduct the defence
of any proceeding, the Province will co-operate with and assist the Recipient to the fullest
extent possible in the proceeding and any related settlement negotiations.
A.10.5 Recipient's Co-operation. If the Province or Canada conducts the defence of any
proceedings, the Recipient will co-operate with and assist the Province or Canada, as
applicable, to the fullest extent possible in the proceedings and any related settlement
negotiations.
A.10.6 Province and Canada Limitation of Liability. The Province and Canada, respectively,
will not be liable for any direct, indirect, consequential, exemplary or punitive damages,
regardless of the form of action, whether in contract, tort or otherwise, arising from any
reduction or termination of funding in response to the reduction of any appropriation or
departmental funding levels in respect of transfer payments, CWWF or otherwise, as
evidenced by any appropriation act or the provincial or federal Crown's main or
supplementary estimates expenditures.
A.11.0 INSURANCE
A.11.1 Recipient's Insurance. The Recipient represents, warrants, and covenants that it has,
and will maintain at its own cost and expense, with insurers having a secure A.M. Best
rating of B+ or greater, or the equivalent, all the necessary and appropriate insurance that
a prudent person carrying out a project similar to the Project would maintain, including
commercial general liability insurance on an occurrence basis for third party bodily injury,
personal injury and property damage, to an inclusive limit of not less than $2,000,000.00
per occurrence and policy aggregate. The policy will include the following:
a) the Indemnified Parties as additional insureds with respect to liability arising in the
course of performance of the Recipient's obligations under, or otherwise in
connection with, the Agreement;
b) a cross -liability clause;
c) contractual liability coverage; and
d) a 30 -day written notice of cancellation.
A.11.2 Proof of Insurance. The Recipient will:
a) provide to the Province, either:
i) certificates of insurance that confirm the insurance coverage as provided in
section A.11.1 (Recipient's Insurance); or
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ii) other proof that confirms the insurance coverage as provided for in section
A.11.1 (Recipient's Insurance); and
b) upon the request of the Province, provide to the Province a copy of any insurance
policy.
A.12.0 TERMINATION ON NOTICE
A.12.1 Termination on Notice. The Province may terminate the Agreement at any time without
liability, penalty, or costs upon giving at least 30 days' Notice to the Recipient.
A.12.2 Consequences of Termination on Notice by the Province. If the Province terminates
the Agreement pursuant to section A.12.1 (Termination on Notice), the Province may take
one or more of the following actions:
a) cancel all further instalments of Funds;
b) demand the repayment of any Funds remaining in the possession or under the
control of the Recipient; and
c) determine the reasonable costs for the Recipient to wind down the Project, and do
either or both of the following:
i) permit the Recipient to offset such costs against the amount the Recipient owes
pursuant to paragraph AA 2.2(b); and
ii) subject to section A.4.7 (Maximum Funds), provide Funds to the Recipient to
cover such costs.
A.13.0 TERMINATION WHERE NO APPROPRIATION OR FUNDS FROM CANADA
A.13.1 Termination Where No Appropriation or Funds from Canada. If, as provided for in
paragraph A.4.2(c), the Province does riot receive the necessary appropriation from the
Ontario Legislature or funds from Canada, as applicable, for any payment the Province is
to make pursuant to the Agreement, they Province may terminate the Agreement
immediately without liability, penalty, or costs by giving Notice to the Recipient.
A.13.2 Consequences of Termination Where No Appropriation or Funds from Canada. If
the Province terminates the Agreement pursuant to section A.13.1 (Termination Where
No Appropriation or Funds from Canada), the Province may take one or more of the
following actions:
a) cancel all further instalments of Funds,-
The
unds;
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b) demand the repayment of any Funds remaining in the possession or under the
control of the Recipient; and
c) determine the reasonable costs for the Recipient to wind down the Project and
permit the Recipient to offset such costs against the amount owing pursuant to
paragraph A. 13.2(b).
A.13.3 No Additional Funds. For greater clarity, if the costs determined pursuant to paragraph
A.13.2(c) exceed the Funds remaining in the possession or under the control of the
Recipient, the Province will not provide additional Funds to the Recipient.
A.14.0 EVENT OF DEFAULT, CORRECTIVE ACTION, AND TERMINATION FOR DEFAULT
A.14.1 Events of Default. Each of the following events will constitute an Event of Default:
a) in the opinion of the Province, the Recipient breaches any representation, warranty,
covenant, or other material term of the Agreement, including failing to do any of the
following in accordance with the terms and conditions of the Agreement:
i) carry out the Project;
ii) use or spend Funds; or
iii) provide, in accordance with section A.7.1 (Preparation and Submission),
Reports or such other reports as may have been requested pursuant to
paragraph A.7.1 (b).
A.14.2 Consequences of Events of Default and Corrective Action. If an Event of Default
occurs, the Province may, at any time, take one or more of the following actions:
a) initiate any action the Province considers necessary in order to facilitate the
successful continuation or completion of the Project;
b) provide the Recipient with an opportunity to remedy the Event of Default;
c) suspend the payment of Funds for such period as the Province determines
appropriate;
d) reduce the amount of the Funds;
e) cancel all further instalments of Funds;
f) demand the repayment of any Funds remaining in the possession or under the
control of the Recipient;
g) demand the repayment of an amount equal to any Funds the Recipient used, but did
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not use in accordance with the Agreement;
h) demand the repayment of an amount equal to any Funds the Province provided to
the Recipient; and
i) terminate the Agreement at any time, including immediately, without liability, penalty
or costs to the Province upon giving Notice to the Recipient.
A.14.3 Opportunity to Remedy. If, in accordance with paragraph A.14.2(b), the Province
provides the Recipient with an opportunity to remedy the Event of Default, the Province
will provide Notice to the Recipient of:
a) the particulars of the Event of Default; and
b) the Notice Period.
A.14.4 Recipient Not Remedying. If the Province has provided the Recipient with an
opportunity to remedy the Event of Default pursuant to paragraph A. 14.2(b), and:
a) the Recipient does not remedy the Event of Default within the Notice Period;
b) it becomes apparent to the Province that the Recipient cannot completely remedy
the Event of Default within the Notice Period; or
c) the Recipient is not proceeding to remedy the Event of Default in a way that is
satisfactory to the Province,
the Province may extend the Notice Period, or initiate any one or more of the actions
provided for in paragraphs A. 14.2(a), (c), (d), (e), (f), (g), (h), and (i).
A.14.5 When Termination Effective. Termination under this Article A.14.0 (Event of Default,
Corrective Action and Termination for Default) will take effect as provided for in the Notice.
A.15.0 FUNDS AT THE END OF A FUNDING YEAR
A.15.1 Funds at the End of a Funding Year. Without limiting any rights of the Province under
Article A.14.0 (Event of Default, Corrective Action and Termination for Default), if the
Recipient has not spent: all of the Funds; allocated for the Funding Year as provided for in
the Budget, the Province may take one or both of the following actions:
a) demand the return of the unspent Funds; and
b) adjust the amount of any further instalments of Funds accordingly.
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A.16.0 FUNDS UPON EXPIRY
A.16.1 Funds Upon Expiry. The Recipient will, upon expiry of the Agreement, return to the
Province any Funds remaining in its possession or under its control.
A.17.0 REPAYMENT
A.17.1 Repayment of Overpayment. If at anytime the Province provides Funds in excess of
the amount to which the Recipient is entitled under the Agreement, the Province may:
a) deduct an amount equal to the excess Funds from any further instalments of Funds;
or
b) demand that the Recipient pay an amount equal to the excess Funds to the
Province.
A.17.2 Debt Due. If, pursuant to the Agreement:
a) the Province demands the payment of any Funds or an amount equal to any Funds
from the Recipient; or
b) the Recipient owes any Funds or an amount equal to any Funds to the Province,
whether or not their return or repayment has been demanded by the Province,
such Funds or other amount will be deemed to be a debt due and owing to the Province
by the Recipient, and the Recipient will pay or return the amount to the Province
immediately, unless the Province directs otherwise.
A.17.3 Interest Rate. The Province may charge the Recipient interest on any money owing by
the Recipient at the then current interest rate charged by the Province of Ontario on
accounts receivable.
A.17.4 Payment of Money to Province. The Recipient will pay any money owing to the
Province by cheque payable to the "Ontario Minister of Finance" and delivered to the
Province at the address provided for in Schedule °B" (Project Specific Information) for the
contact information for the purposes of Notice to the Province.
A.17.5 Failure to Repay. Without limiting the application of section 43 of the Financial
Administration Act (Ontario), if the Recipient fails to repay any amount owing under the
Agreement, Her Majesty the Queen in right of Ontario may deduct any unpaid amount
from any money payable to the Recipient by Her Majesty the Queen in right of Ontario.
A.18.0 NOTICE
A.18.1 Notice in Writing and Addresses. Notice will be in writing and will be delivered by email,
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postage -prepaid mail, personal delivery, or fax, and will be addressed to the Province and
the Recipient respectively as provided for in Schedule "B" (Project Specific Information), or
as either Party later designates to the other by Notice.
A.18.2 Notice Given. Notice will be deemed to have been given:
a) in the case of postage -prepaid mail, five Business Days after the Notice is mailed; or
b) in the case of email, personal delivery or fax, one Business Day after the Notice is
delivered.
A.18.3 Postal Disruption. Despite paragraph A.18.2(a), in the event of a postal disruption:
a) Notice by postage -prepaid mail will not be deemed to be received; and
b) the Party giving Notice will provide Notice by email, personal delivery or by fax.
A.19.0 CONSENT BY PROVINCE AND COMPLIANCE BY RECIPIENT
A.19.1 Consent. When the Province provides its consent pursuant to the Agreement, it may
impose any terms and conditions on such consent and the Recipient will comply with such
terms and conditions.
A.20.0 SEVERABILITY OF PROVISIONS
A.20.1 Invalidity or Unenforceability of Any Provision. The invalidity or unenforceability of
any provision of the Agreement will not affect the validity or enforceability of any other
provision of the Agreement. Any invalid or unenforceable provision will be deemed to be
severed.
A.21.0 WAIVER
A.21.1 Waivers in Writing. If a Party fails to comply with any term of the Agreement, that Party
may only rely on a waiver of the other Party if the other Party has provided a written
waiver in accordance with the Notice provisions in Article A.18.0 (Notice). Any waiver
must refer to a specific Failure to comply and will not have the effect of waiving any
subsequent failures to comply.
A.22.0 INDEPENDENT PARTIES
A.22.1 Parties Independent. "The Recipient is not an agent, joint venturer, partner, or employee
of the Province, and the Recipient will not represent itself in any way that might be taken
by a reasonable person to suggest that it is, or take any actions that could establish or
imply such a relationship.
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A.23.0 ASSIGNMENT OF AGREEMENT OR FUNDS
A.23.1 No Assignment. The Recipient will not, without the prior written consent of the Province,
assign any of its rights or obligations under the Agreement.
A.23.2 Agreement Binding. All rights and obligations contained in the Agreement will extend to
and be binding on the Parties' respective heirs, executors, administrators, successors and
permitted assigns.
A.24.0 GOVERNING LAW
A.24.1 Governing Law. The Agreement and the rights, obligations and relations of the Parties
will be governed by and construed in accordance with the laws of the Province of Ontario
and the applicable federal laws of Canada. Any actions or proceedings arising in
connection with the Agreement will be conducted in the courts of Ontario, which will have
exclusive jurisdiction over such proceedings.
A.25.0 FURTHER ASSURANCES
A.25.1 Agreement into Effect. The Recipient will provide such further assurances as the
Province may request from time to time with respect to any matter to which the Agreement
pertains, and will otherwise do or cause to be done all acts or things necessary to
implement and carry into effect the terms and conditions of the Agreement to their full
extent.
A.26.0 JOINT AND SEVERAL LIABILITY
A.26.1 Joint and Several Liability. Where the Recipient is comprised of more than one entity,
the Recipient agrees that, and will require the same of each entity, all such entities will be
jointly and severally liable to the Province for the fulfillment of the obligations of the
Recipient under the Agreement.
A.27.0 RIGHTS AND REMEDIES CUMULATIVE
A.27.1 Rights and Remedies Cumulative. The rights and remedies of the Province under the
Agreement are cumulative and are in addition to, and not in substitution for, any of its
rights and remedies provided by law or in equity.
A.28.0 FAILURE TO COMPLY WITH OTHER AGREEMENTS
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A.28.1 Other Agreements. If the Recipient:
a) has failed to comply with any term, condition, or obligation under any other
agreement with Her Majesty the Queen in right of Ontario or one of Her agencies (a
Failure");
b) has been provided with notice of such Failure in accordance with the requirements
of such other agreement;
c) has, if applicable, failed to rectify such Failure in accordance with the requirements
of such other agreement; and
d) such Failure is continuing,
the Province may suspend the paymem of Funds for such period as the Province
determines appropriate.
A.29.0 SURVIVAL
A.29.1 Survival. The following Articles, sections and paragraphs, and all applicable cross-
referenced Articles, sections, paragraphs, schedules, and sub -schedules, will continue in
full force and effect for a period of seven years from the date of expiry or termination of the
Agreement: Article 1.0 (Entire Agreement), 3.0 (Amending the Agreement), A.1.0
Interpretation and Definitions) and any other applicable definitions, paragraph A.4.2(c),
sections A.4.6 (Interest), A.5.3 (Disposal), A.7.1 (Preparation and Submission) (to the
extent that the Recipient has not provided the Reports or other reports as may have been
requested to the satisfaction of the Province), A.7.2 (Record Maintenance and Audit),
A.7.3 (Inspection), A.7.4 (Disclosure), A.7.5 (No Control of Records), A.7.6 (Auditor
General (Ontario/Canada)), A.7.7 (Third Parties), A.7.8 (Project Evaluation), and A.7.9
Calculations), Article A.8.0 (Communications Requirements), A.10.0 (Indemnity), sections
A.12.2 (Consequences of Termination on Notice by the Province), A.13.2 (Consequences
of Termination Where No Appropriation or Funds from Canada) and A.13.3 (No Additional
Funds), A.14.1 (Events of Default), paragraphs A.14.2(d),(e), (f), (g) and (h), Articles
A.16.0 (Funds Upon Expiry), A.17.0 (Repayment), A.18.0 (Notice), and A.20.0
Severability of Provisions), section A.23.2 (Agreement Binding), Articles A.24.0
Governing Law), A.26.0 (Joint and Several Liability), A.27.0 (Rights and Remedies
Cumulative), A.28.0 (Failure to Comply with Other Agreements), and A.29.0 (Survival).
A.30.0 ENVIRONMENTAL ASSESSMENT
A.30.1 Responsibility of Federal/Responsible Authority. Without limitation to the Recipient's
obligations for compliance with Environmental Laws and for greater clarity, the Recipient
agrees to ensure that the responsibility of the federal authority or responsible authority, or
both, under the Canadian Environmental Assessment Act, 2012 and applicable
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agreements between Canada and Aboriginal groups are met and continues to be met to
Canada's satisfaction.
A.30.2 Funding Conditional upon Meeting Environmental Assessment Requirements. The
Recipient agrees that the funding under the Agreement is conditional upon the Province
or Canada or both, as applicable, being satisfied that the requirements under this Article
Environmental Assessments) have been met.
A.31.0 ABORIGINAL CONSULTATION
A.31.1 Aboriginal Consultation Protocol. The Parties agree to be bound by the terms and
conditions of the Aboriginal Consultation Protocol provided for in Schedule "I" (Aboriginal
Consultation Protocol).
A.31.2 Funding Conditional upon Meeting Aboriginal Consultation Obligations. The
Recipient agrees that the funding under the Agreement is conditional upon the Province
or Canada, or both, being satisfied that their respective obligations with respect to the
legal duty to consult and, if applicable, accommodate Aboriginal Communities have been
met.
A.32.0 DISPUTE RESOLUTION
A.32.1 Contentious Issues. The Parties will keep each other informed of any issues that could
be contentious.
A.32.2 Examination by the Parties. The Parties agree, if a contentious issue arises, to refer the
contentious issue to senior officials of both Parties for examination.
A.32.3 Potential Dispute Resolution by the Parties The Parties agree that the Parties will, in
good faith, reasonably attempt to resolve potential disputes as soon as possible and, in
any event, within 90 Business Days of receipt of a Notice of a, contentious issue.
A.32.4 Exploration of Mechanisms for Dispute Resolutions. Where the Parties cannot agree
on a resolution, the Parties may explore any alternative dispute resolution mechanisms
available to them to resolve the issue.
A.32.5 Suspension of Payments. Any payments related to any contentious issue or dispute
raised by either Party may be suspended by the Province, together with the obligations
related to such issue, pending resolution.
A.33.0 SPECIAL CONDITIONS
A.33.1 Special Conditions. The Province's funding under the Agreement is conditional upon,
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a) on or before the Effective Date, the Recipient providing the Province with:
i) a copy of the by-law(s) and, if applicable, any council resolution(s) authorizing
the Agreement and naming municipal signing officers for the Agreement;
ii) the certificate of insurance or other proof as the Province may request pursuant
to section A.11.2 (Proof of Insurance);
iii) the necessary information, including a void cheque or a bank letter, to facilitate
an electronic funds transfer to an interest bearing account in the name of the
Recipient at a Canadian financial institution; and
iv) a duly executed CWWF attestation form, substantially in the form of the Clean
Water and Wastewater Funds (CWV\/F) Attestation Form attached as Schedule
K" (Form of Clean Water and Wastewater (CWWF) Attestation Form), as
evidence that the Project meets the definition of Project Incrementality.
b) prior to submitting a request for payment under the Agreement, the Recipient
providing the Province with writtE!n confirmation that the Recipient,
i) is in compliance with the Environmental Laws, including the Recipient's
obligation under Article A.30.0 (Environmental Assessment), and obtained all
necessary approvals and permits;
ii) has, if applicable, met the requirements under Article A.31.0 (Aboriginal
Consultation); and
iii) has entered into a legally binding agreement that is consistent with and
incorporates the relevant provisions of the Agreement with:
1. each of the land -owners upon which the Project is carried out, if the
Recipient does not ovrn the land on which the Project is carried out; and
2. each of the Recipient's partners, if any, the Recipient indicated in its
application have agreed to maintain the Project.
For greater certainty, if the Province provides any Funds to the Recipient prior to any of
the conditions set out in this Article A.33.0 (Special Conditions) having been met, and has
not otherwise waived compliance with such condition in writing, the Province may
exercise one or more of the remedies availablE) to it pursuant to section A.14.4 (Recipient
Not Remedying).
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SCHEDULE "B"
PROJECT SPECIFIC INFORMATION
76,000.00
March 31, 2021
ontact_iifiotnlation for the Clean Water and Wastewater Fund
Fax: 416-326-7871
Fax: S"/-— (p`t.L - q4131
Email: kdeIee=4ze cL ra -; IISo,,6:Ar- j.. L•..
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SCHEDULE "C"
PROGRAM FUNDING REQUEST
C.1.0 PROJECT DESCRIPTION, BUDGET AND TIMELINES
C.1.1 Project Description. The Recipient will carry out the Project described in Sub -schedule
C.1" (Project Description, Budget and Timelines).
C.1.2 Budget and Timelines. The Recipient will carry out the Project within the Budget and
Timelines described in Sub -schedule "C.1" (Project Description, Budget and Timelines) and
in alignment with the Sub -project Cost Breakdown described in Sub -schedule "C.2" (Sub-
project Cost Breakdown).
C.2.0 CHANGES TO THE PROJECT DESCRIPTION, BUDGET AND TIMELINES
C.2.1 Minor Changes to the Project Description, Budget and Timelines. Subject to section
C.2.2 (Amending Agreement for Minor Changes to the Project Description, Budget and
Timelines), the Parties agree that minor changes, as determined by the Province at its sole
discretion, may be made to the Project description, Budget and Timelines.
C.2.2 Amending Agreement for Minor Changes to the Project Description, Budget and
Timelines. Any change made to the Project description, Budget and Timelines, pursuant to
section C.2.1 (Minor Changes to the Project Description, Budget and Timelines), must be
documented through a written agreement duly executed by the respective representatives of
the Parties listed in Schedule "B" (Project Specific Information).
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Unique
Project ID
TILL -o01
SUB -SCHEDULE "C.1"
PROJECT DESCRIPTION, BUDGET AND TIMELINES
Project Project Project Description Forecaste Forecaste Total Program Other Provincial Municipal Other
Location Title d Start d End Eligible Contribution Federal Contribution Contributio Contributi
Date Date Cost (Eligible Contributio Eligible n on
Expenditure ns Expenditure Eligible Eligible
S) Eligible s) Expenditur Expenditur
Expenditur es) es)
es)
existing Paget Municipal Drain and realignment of
the existing Rolling Meadows Municipal Drain In
orderto alleviate flooding concerns upstream for
properties located north of North Street. The
project will provide a combined storm channel
outlet Into a common storm water drainage channel
approximately 200 metres In length, In coordination
Rehabilitation and with the reconstruction of North Street(Oxford
Realignmentof County Road 20). This storm channel woul d allow
Stormwater Drains for the Town to abandon these two existing municipal
Tllsonburg,Town of Paget and Rolling drains and combine Into a munidpatly-owned storm
rltsonburg Meadows channelthatwill provideanoutletbetween North May 1, 2017 November 30,20V $ 175,000.00 $ 50,0011.00 $ 25,000.00 $ 100,000.00 $
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The Corporation of the Town of Tillsonburg and Ontario CWWF TPA
SUB-SCHEDULE "C.2"
SUB-PROJECT BUDGET AND TIMELINE
Tillsonburg, Town of.
TILL-001
Rehabilitation and Realignment of Stormwater Drains for Paget and Rolling Meadows
01/05/2017
30/11/2017.
Description Recipient's Project Cost Eligibility Comments
Budget (Net of
HST)
Eligible I Ineligible
A LAND
I Land Purchase
8 (CONSTRUCTION
Construction 175,000.0 175,387.4 Tender has been Awarded
2 Owner Supplied Materials/Equipment
3 Other Materials (e.g. permanent software, IT systems)
41 Construction Contingency
C FF&E
11 Loose Furniture & Equipment
D CONSULTANTS/ PROFESSIONAL
1 Feasibility Study/ Design Study/ EA
2 Design Engineering / Consultant
3 Other Consultants
41 Consultants C.,,ti,,g,.y
E I ADMIN
1 Insurances not covered Under Construction Contract
2 Internal Staff Time (directly related to Project)
3 Project Signage/ Communications (if not inIc. in
construction)
4 Other Fees (legal, loan interest, bank charges,
municipal, real estate)
5 Contingency
F Sub Total 175,000.0
G Non Rebated HST on Eligible Costs' 3,080.0
H
Rebated HST on Eligible Costs plus HST on
Ineliqible Costs'
I I PROJECT TOTAL (F+G+H)
19,670.0
197,750.0
SOLICITOR -CLIENT PRIVILEGED & CONFIDENTIAL
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SUB -SCHEDULE "C.2"
SUB -PROJECT COST BREAKDOWN
Tilisonburg,Town of
s+TILL 001
Rehabilitation and Realignment ofStormwater Drains for Paget and Rolling Meadows
LCiI,1`75 5/1/2017
K iiil'i+ i<! rte 11/30/2017
Description
I A LAND
1 Land Purchase
I
B CONSTRUCTION
ii Construction
21 Owner Supplied Materials/Equipment
31Other Materials (e.g. permanent software, R
systems)
4 Construction ConEngency
I
C IFF&E
11 Loose Furniture & Equipment
I I
ID CONSULTANTS/ PROFESSIONAL
1 Feasibility Study/ Design Study/ EA
2 Design Engineering / Consultant
31 Other Consultants
41 Consultants ConSngency
IE ADMIN
Insurances not covered Under Construction1Contract
2 trltemal Staff Time (directly related to Project)
Project Signage/ Communications (if not inlc. in
sI construction)
4 other Fees (legal, loan interest, bank charges,
municipal, real estate)
5I Contingency
Recipient's Project Cost Eligibility Comments
Budget (Net of
HST)
Eligible I Ineligible
F Sub Total -
C Non Rebated HST on Eligible Costs'
H
Rebated HST on Eligible Costs plus HST on
Ineligible Costs'
II PROJECT TOTAL (F+GtH) -
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Final
SCHEDULE "D"
REPORTING
D.1.0 REPORTING
D.1.1 Types of Reports. The Recipient will submit Progress Reports, Outcomes Reports and a
Final Progress Report to the Province for the Project as required and within the timelines in
Schedule "J" (Request for Payment and Payment Procedures).
D.1.2 Description of Reports. The Progress Reports and Final Progress Report are described
in Article D.2.0 (Progress Reports and Final Progress Report) and the Outcomes Reports
are described in Article D.3.0 (Outcomes Progress Reports).
D.2.0 PROGRESS REPORTS AND FINAL PROGRESS REPORT
D.2.1 Format and Information for Progress Reports and Final Progress Report. The
Recipient will submit to the Province each Progress Report and Final Progress Report in a
format acceptable to the Province. Also, each Progress Report and Final Progress Report
will include the information described in the template below. For greater clarity, references
to "Project/project" in the template below refer to "Sub -project" as defined in the Agreement.
The use of the term "Project/project" is for consistency with templates the Province has
received from Canada pursuant to the Bilateral Agreement.
Project Information
Claim Unique Recipient LegalNo. I ProjectI Name I Project Title I Project Description
ID
Total Total EligibleProjectExpendituresCostp
Program
Contribution
Eligible
Expenditures)
Federal Forecasted Start Date
Signage (Updated from Project List)
Installed
N) (MM/DD/YYYY)
I
Financial Information
Other Federal Provincial Municipal Other
Contributions Contribution Contribution Contribution
Eligible (Eligible Eligible Eligible
Expenditures) Expenditures) Expenditures) Expenditures)
Progress Information
Forecasted End Date Actual Start Date Actual End DateUpdatedfromProjectList)
Progress Information
MM/DD/YYYY/MM/DD)
MM/DD/YYYY) (MM/DD/YYYY)
I Risk Assessment
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Progress Risk FactorsTowards
Completion
Project Complete?
YEN) Progress Note Updated from Project
M List)
Claims Infonnotion
Total Incurred Total Claimed to Program (i.e. Federal) Provincial Contribution
Eligible Date (Including Contribution Including current Claim)
Expenditures to current claim) Including current
Date Claim)
Mitigation Measures
Amount Claimed
D.2.2 Additional Information for Progress Reports -and Final Progress Reports. In addition to
the information described in section D.2.1 (Format and Information for Progress Reports
and Final Progress Reports), the Recipient will provide the Province for each Progress
Report and Final Progress Report an attestation in a format acceptable to the Province,
signed by a delegated/authorized senior official of the Recipient, that confirms that the:
a) Project has been completed ;Final Progress Report only);
b) Federal and Provincial funding was spent on Eligible Expenditures in
accordance with the terms and conditions of the Agreement (Final Progress
Report only);
c) Since the date of the last disbursement, if any, the Recipient has expended
funds on Project, and all amounts claimed have been incurred and are true and
correct;
d) All costs claimed have been accounted for in accordance with the Public Sector
Accounting Standards in effect in Canada;
e) The amount of the requested disbursement, when added to the aggregate
amount of disbursements, if any, in respect of the Eligible Expenditures related
to each approved project, docs not exceed the allocated federal and provincial
portions of the grant for that eligible project(s);
f) The proceeds of the requested disbursement will be applied to one or more of
the Project in accordance with the project budget and will not be applied to any
other purposes;
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g) The Project to which these funds will be applied have been procured in
accordance with the principal of open, fair and transparent and provides value
for money;
h) All records (including but not limited to contracts, invoices, statements, receipts,
vouchers) are being retained in accordance with the requirements of the
Agreement; and
i) The Recipient has complied, or with the acknowledgment of the Province, is
complying, with respect to Duty to Consult with respect to the project(s)
identified by the Province.
D.3.0 OUTCOMES PROGRESS REPORTS
D.3.1 Format and Information for Outcomes Progress Reports. The Recipient will submit to
the Province each Outcomes Progress Report in a format acceptable to the Province. Also,
each Outcomes Progress Report will include the information described below in paragraph
D.3.1 (a) (Baseline Data (2015) Template) for the first Progress Report and for all other
Outcomes Progress Reports.
a) Baseline Data (2015) Template
The Recipient will provide the baseline data for the performance indicators identified below
as applicable to the Province for the first Progress Report. For greater clarity, references to
Project/project" in the table below refer to "Sub -project" as defined in the Agreement. The
use of the term "Project/project" is for consistency with tables the Province has received
from Canada pursuant to the Bilateral Agreement.
Average % decrease in unplanned service interruptions per month (not
Improved related to weather)
reliability Average % decrease in volume of water leakage and/or infiltration that can
be attributed to funded investments
Total estimated kilowatt-hours saved as a result of funded investments
Improved Average Life Cycle Cost of applicable water treatment systems after
efficiency construction
Average Life Cycle Cost of applicable wastewater treatment and
stormwater systems after construction
Improved Percentage of assets that have increased their physical condition rating (as
rehabilitation per reporting guideline) as a result of funding
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D.4.0 ABORIGINAL CONSULTATION RECORD
D.4.1 Inclusion of Aboriginal Consultation Record. The Recipient agrees to include, if
consultation with Aboriginal Communities is required, in its Progress Reports any Aboriginal
Consultation Record.
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Average number of years of useful life remaining on applicable wastewater
treatment and collection components, extended as a result of funded
investments
Average number of years of useful life remaining on applicable storm water
components, extended as a result of funded investments
Average number of years of useful life remaining on applicable water
treatment and distribution components, extended as a result of funded
investments
Number of funded water treatment plans and studies that have resulted in
identified capital projects that are either included in capital planning
documents with associated funding or that are in the process of being
Funded plans are implemented
being
implemented Number of funded wastewater plans and studies that have resulted in
identified capital projects that are either included in capital planning
documents with associated funding or that are in the process of being
implemented
Number of water treatment facilities that have improved water quality as a
result of funded investments
Safer drinking Number of drinking water systems that have eliminated a boil water
water advisory as a result of funded investments
Number of water treatment systems that have met or exceeded applicable
regulations and guidelines as a result of funding
Number of applicable wastewater systems by treatment level (no treatment,
Primary. Secondary, Tertiary) after end of construction
Cleaner
wastewaterwater andate Number of systems that have improved the quality of wastewater effluent or
stormNumber
storm water discharge as a result of funded investments
of wastewater systems that have met or exceeded applicable
regulations and guidelines as a result of funding
Total value of capital expenditures for water and wastewater system
Projects are projects for 2016
incremental Total value of capital expenditures for water and wastewater system
projects for 2017
D.4.0 ABORIGINAL CONSULTATION RECORD
D.4.1 Inclusion of Aboriginal Consultation Record. The Recipient agrees to include, if
consultation with Aboriginal Communities is required, in its Progress Reports any Aboriginal
Consultation Record.
The Corporation of the Town of Tillsonburg and Ontario CWWF TPA
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D.5.0 RISK ASSESSMENT
D.5.1 - Further Details on Risk Assessment. Upon the Province written request and at the sole
discretion of the Province, the Recipient will provide further details on the risk assessment it
provides in any of its Sub -project Progress Report.
D.6.0 CHANGES TO SCHEDULE "D" (REPORTING)
D.6.1 Minor Changes to the Reporting. Subject to section D.6.2 (Amending Agreement for
Minor Changes to the Reporting), the Parties agree that minor changes to this Schedule "D"
Reporting), as determined by the Province at its sole discretion, may be made.
D.6.2 Amending Agreement for Minor Changes to the Reporting. Any change made to this
Schedule "D" (Reporting), pursuant to section D.6.1 (Minor Changes to the Reporting),
must be documented through a written agreement duly executed by the representatives of
the Parties listed in Schedule "B" (Project Speck Information).
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SCHEDULE "E"
ELIGIBLE EXPENDITURES AND INELIGIBLE EXPENDITURES
E.1.0 DEFINITIONS
E.1.1 Definitions. For the purposes of this Schedule "E" (Eligible Expenditures and Ineligible
Expenditures):
Eligible Investments" means the Eligible Investments described in section E.2.2 (Eligible
Investments).
Ineligible Expenditures" means the costs of the Project that are ineligible for contribution
by the Province under the terms and conditions of the Agreement, and that are described in
this Schedule "E" (Eligible Expenditures and Ineligible Expenditures).
E.2.0 ELIGIBLE EXPENDITURES AND ELIGIBLE INVESTMENTS
E.2.1 Eligible Expenditures Date of Effect. E=ligible Expenditures can begin to accrue as of April
1, 2016.
E.2.2 Eligible Investments. The following are Eligible Investments:
i. Capital projects for the rehabilitation of water treatment and distribution systems, and
wastewater and storm water collection, conveyance and treatment systems;
ii. Separation of existing combined sewers and/or combined sewer overflow control;
Initiatives that support system optimization and improved asset management including
studies and pilot projects related to innovative and transformative technologies;
iv. Design and planning for upgrades to wastewater treatment infrastructure to meet federal
regulatory requirements; and
v. New construction projects, including the construction of naturalized systems for
management and treatment of wastewater and storm water, if the projects will be
completed within the program timeframe.
E.2.3 Scope of Eligible Expenditures.
Eligible Expenditures include only the following:
i. All costs considered by Province to be direct and necessary for the successful
implementation of an eligible Project, excluding those identified under section E.3.0
Ineligible Expenditures); including:
a. Environmental assessment costs
b. Engineering costs, including tendering and contract administration
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i. Feasibility studies, detailed design or pilot projects that support system
optimization and/or asset management. - -
ii. Design and planning for upgrades to wastewater treatment infrastructure to
meet federal regulatory requirements.
c. Project management costs
d. Material costs
e. Construction costs
f. Contingency costs (maximum 15% - calculation excludes professional fees)
ii. Costs of Aboriginal consultation, and where appropriate, accommodation;
iii. Cost incurred between April 1, 2016 and March 31, 2018;
iv. Costs incurred between April 1, 2016 and March 31, 2019 only for those projects where
Canada and the Province have approved a Project end date beyond March 31, 2018; and
v. Cost of construction carried out in-house by a Recipient, where the Recipient must, upon
request by the Province, provide evidence that demonstrates the costs of construction are
at fair market value which is defined as the amount of consideration that would be agreed
upon in an arms -length transaction between knowledgeable, willing parties who are under
no compulsion to act.
E.3.0 INELIGIBLE EXPENDITURES
E.3.1 Scope of Ineligible Expenditures. Unless a cost is considered an Eligible Expenditure
pursuant to section E.2.3 (Scope of Eligible Expenditures), such cost will be considered an
Ineligible Expenditure. Without limitation, the indirect costs listed in section E.3.2 (Indirect
Costs), the costs that are over and above the Project scope listed in section E.3.3 (Costs
Over and Above Project Scope), and the following costs will be considered Ineligible
Expenditures:
i. Costs incurred prior to April 1, 2016 and costs incurred after March 31, 2018, subject to
section E.2.3(iv);
ii. Costs incurred for cancelled projects;
iii. Land acquisition; leasing land, buildings and other facilities; leasing equipment other than
equipment directly related to the construction of the project; real estate fees and related
costs;
iv. Financing charges, legal fees and loan interest payments, including those related to
easements (e.g. surveys);
v. Any goods and services costs which are received through donations or in kind;
vi. Provincial sales tax and Goods and Services Tax/Harmonized Sales Tax, for which the
Recipient is eligible for a rebate, and any other costs eligible for rebates;
vii. Costs associated with operating expenses and regularly scheduled maintenance work;
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viii. Movable/transitory assets (i.e. portable generators, etc.) that are not part of a larger Project;
and
ix. Costs of completing the CWWF submission.
E.3.2 Indirect Costs. Without limitation, the following indirect costs are Ineligible Expenditures:
a) costs of developing the business case for the purposes of applying for provincial
funding for the Project;
b) costs related to Project evaluation, including the Project Evaluation, and audit, uinless
otherwise approved by the Province in writing;
c) costs associated with obtaining necessary approvals, licenses or permits where the
Recipient is the entity providing the approval, license or permit;
d) salaries and other employment bonefits of any employees, overhead costs as well as
other direct or indirect operating or administrative costs of the Recipient, and more
specifically these costs as related to planning, engineering, architecture, supervision,
management and other services provided by the Recipient's permanent staff and
funded under the Recipient's operating budget and are beyond the scope of section
E.2.3(v);
e) costs of any activities that are part of the regular operation and maintenance of
municipal assets, including operation and maintenance costs related to the Project;
f) carrying costs incurred on the funding share of any funding partner other than the
Province;
g) costs associated with Recipient staff travel and any Third Party;
h) litigation costs incurred by the Recipient in proceedings against the Province or the
Recipient;
i) legal costs incurred by the Recipient; and
Q) Recipient's upgrades not expressly approved by the Province;
E.3.3 Costs Over and Above Project Scope. Activities undertaken as part of the Project that
are over and above the scope of the Project will not be funded under the Agreement. These
costs include, but are not limited to:
a) upgrading of municipal services and utilities that is over and above relocation or
replacement that is necessitated -For the Project;
b) upgrades to materials and design beyond existing municipal standards; and
c) design enhancements over and above those that are described for the Project.
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SCHEDULE "F"
EVALUATION
F.1.0 PROJECT EVALUATION
F.1.1 Recipient's Participation in Project Evaluation. The Recipient understands that the
Province or Canada, or both, may ask the Recipient to participate in an evaluation of the
Program or CWWF, or both, during and after the Term. The Recipient agrees, if asked and
at its own expense, to provide Project -related information to the Province or Canada, or
both, for the purpose of the evaluation.
F.1.2 Results of Project Evaluation(s). The result of the Project evaluation(s) carried under
section F.1.1 (Recipient's Participation in Project Evaluation) will be made available to the
public.
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Final
SCHEDULE"G"
COMMUNICATIONS PROTOCOL
G.1.0 DEFINITIONS
G.1.1 Definitions. For the purposes of thisSchedule "G" (Communications Protocol):
Communications Activities" include, but are not limited to, public or media events or
ceremonies including key milestone events, news releases, reports, web and social
media products or postings, blogs, nev s conferences, public notices, physical and digital
signs, publications, success stories and vignettes, photos, videos, multi -media content,
advertising campaigns, awareness campaigns, editorials, multi -media products and all
related communication materials.
Joint Communications" are events, news releases, and signage that relate to the
promotion of the Program, CWWF or Froject and are collaboratively developed and
approved by Canada, Ontario and the Recipient, and are not operational in nature.
G.2.0 PURPOSE
G.2.1 Purpose. This communications protocol outlines the roles and responsibilities of each of
the Parties to the Agreement with respect to Communications Activities related to the
Project.
G.2.2 Guidance. This communications protocol will guide all Communications Activity planning,
development and implementation with a view to ensuring efficient, structured, continuous,
consistent and coordinated communications to the Canadian public.
G.2.3 Application to Communications Activities. The provisions of this communications
protocol apply to all Communications Activities related to the Agreement and the Project.
G.3.0 GUIDING PRINCIPLES
G.3.1 Information to Canadians. Communications Activities undertaken through this
communications protocol should ensure that Canadians are informed that the Project
helps improve their quality of life and about its benefits.
G.3.2 Factors to Consider. The Communications Activities undertaken to recognize funding
under the Agreement will take into account the financial value and duration of the Project
and the feasibility of Joint Communications for Communications Activities.
G.3.3 Deficiencies and Corrective Actions. The Province will communicate to the Recipient
any deficiencies or corrective actions, or both, identified by the Province and Canada.
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G.3.4 Approval of Communications Material. The announcement or publication of the
Project must be approved by the Parties and Canada prior to being carried out.
G.4.0 JOINT COMMUNICATIONS
G.4.1 Subject Matter. The Parties and Canada will have Joint Communications about the
funding and status of the Project.
G.4.2 Prior Knowledge and Agreement. Joint Communications related to the Project should
not occur without the prior knowledge and agreement of the Parties and Canada.
G.4.3 Recognition of Canada's Contribution. All Joint Communications material will be
approved by the Province and Canada, and will recognize Canada and the Province's
contribution under Schedule "A" (General Terms and Conditions) or the Total Financial
Assistance, or both, received for the Project.
GAA Notice and Timing. The Recipient and the Province, on its own behalf or that of Canada,
may request Joint Communications. The Party requesting the Joint Communications will
provide at least 15 Business Days' notice to the other Party. If the Communications
Activity is an event, it will take place at a date and location mutually agreed to by the
Parties and, if applicable, Canada.
G.4.5 Participation and Representatives. The Party requesting a Joint Communications will
provide the opportunity for the other Party and Canada to choose to participate and, if
they do so choose, their own designated representative (in the case of an event).
G.4.6 English and French. Canada has an obligation to communicate in English and French.
Communications products related to events must be bilingual and include the Canada
word mark and the logos of the Parties. In such cases, Canada will provide the translation
services and final approval on products.
G.4.7 Table of Precedence for Canada. The conduct of all Joint Communications will follow
the Table of Precedence for Canada as applicable.
G.6.0 INDIVIDUAL COMMUNICATIONS
G.5.1 Canada's Obligations. Notwithstanding Article G.4.0 (Joint Communications), the
Parties agree that Canada has the right to communicate information to Canadians about
the Agreement and the use of Funds to meet its legislated and regulatory obligations
through its own Communications Activities.
G.5.2 Restrictions. Each Party may include general CVWVF messaging and an overview of the
Project in their own Communications Activities. The Province and the Recipient will not
unreasonably restrict the use of, for their own purposes, Communications Activities
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related to the Project and if web- or social -media based, from linking to it. Canada has
also agreed, in the Bilateral Agreement, to the above.
G.5.3 Publication. The Recipient will indicate, in any of its Project -related publications, whether
written, oral, or visual, that the views expressed in the publication are the views of the
Recipient and do not necessarily reflect those of the Province.
G.6.0 OPERATIONAL COMMUNICATIONS
G.6.1 Responsibility of Recipient. The Prcvince and the Recipient are solely responsible for
operational communications with respect to the Project, including but not limited to: calls
for tender, contract awards, and construction and public safety notices. Operational
communications as described above are not subject to the Official Languages Act of
Canada.
G.7.0 MEDIA RELATIONS
G.7.1 Significant Media Inquiry. The Province and the Recipient will share information
promptly with the other Party and Canada should significant media inquiries be received
or emerging media or stakeholder issues arise to a Project or the CWVVF.
G.8.0 SIGNAGE
G.8.1 Recognition of Funding Contribution. The Parties agree that Canada, the Province
and the Recipient may each have signage recognizing their funding contribution to the
Project.
G.8.2 Funding Recognition. Unless otherwise agreed by Canada and the Province, the
Recipient will produce and install signs to recognize funding at the Project site in
accordance with current federal and provincial signage guidelines. Federal and provincial
sign design, content, and installation guidelines will be provided by Canada and/or the
Province.
G.8.3 Permanent Plaque. Where the Recipient decides to install a permanent plaque or other
suitable marker with respect to the Project, it will recognize Canada's and the Province's
contribution and be approved by Canada and the Province.
G.8.4 Notice of Sign Installation. The Recipient will inform the Province of sign installations.
G.8.5 Timing for Erection of Sign. If erectesd, signage recognizing the federal and provincial
CWWF contribution will be installed at the Project site(s) 30 days prior to the start of
construction, be visible for the duration of the Project, and remain in place until 30 days
after construction is completed and the infrastructure is fully operational or opened for
public use.
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G.8.6 Size of Sign. If erected, signage recognizing the federal and provincial CWWF
contribution will be at least equivalent in size and prominence to Project signage for
contributions by other orders of government and be installed in a prominent and visible
location that takes into consideration pedestrian and traffic safety and visibility.
G.8.7 Responsibility of Recipient The Recipient is responsible for the production and
installation of Project signage, or as otherwise agreed upon.
G.8.8 Recognition in Documents. In the case of Projects where the deliverable is a document,
such as but not limited to plans, reports, studies, strategies, training material, webinars,
and workshops, the Recipient will clearly recognize Canada's and the Province's financial
contribution received for the Project.
G.9.0 COMMUNICATING WITH RECIPIENT
G.9.1 Facilitation of Communications. The Province agrees to facilitate, as required,
communications between Canada and the Recipient for Communications Activities.
G.10.0 ADVERTISING CAMPAIGNS
G.10.1 Notice of Advertising Campaigns. Recognizing that advertising can be an effective
means of communicating with the public, the Recipient agrees that Canada or the
Province, or both, may, at their own cost, organize an advertising or public information
campaign related to the Agreement or the Project. However, such a campaign will respect
the provisions of the Agreement. In the event of such a campaign, the sponsoring Party or
Canada will inform the other Party or Canada of its intention no less than 21 Business
Days prior to the campaign launch.
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SCHEDULE "H"
DISPOSAL OF AND REVENUES FROM ASSETS
H.1.0 DEFINITIONS
H.1.1. Definitions. For the purposes of this Schedule "H" (Disposal of and Revenues from
Assets):
Fiscal Year" means the period beginning April 1 of a year and ending March 31 of the
following year.
Local Government" means a single -tier, lower -tier or upper -tier municipality established
by or under an Ontario provincial statutE, and also includes a municipal service corporation
established by such a single -tier, lower-i:ier or upper -tier municipality.
H.2.0 DISPOSAL OF ASSETS
H.2.1 Repayment. Subject to section H.2.2 (Reinvestment), the Recipient undertakes to notify
the Province in writing, 180 days in advance, if at any time during a period of five years
from the Expiry Date, the Recipient proposes to sell, lease, encumber or use any AssE:t in a
manner other than described in the Agreement, or otherwise dispose of, directly or
indirectly, any Asset purchased, acquired, constructed, repaired, rehabilitated, renovated or
improved, in whole or in part, with Funds, other than to Canada, the Province, a Crown
agent of the Province or Canada, or a Local Government or; with the Province's written
consent, any other entity. Upon disposition, unless the Province otherwise consents in
writing, the Recipient hereby undertakes to reimburse the Province, forthwith on demand, a
proportionate amount of the Province's contribution, in the proportion set out below:
Where Asset sold, leased, encumbered, used in Return of Funds
a manner other than described in the (in current dollars)
Agreement, or otherwise disposed of within:
Up to five years after the Expiry Date 100%
More than five years after the Expiry Date 0%
H.2.2 Reinvestment. Notwithstanding the foregoing, if the Recipient disposes of any Asset,
directly or indirectly, during the five year period noted in section H.2.1 (Repayment) and
replaces it with an asset of equal or greater value, the Recipient may, in lieu of the
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repayment provided for in section H.2.1 (Repayment) and with the Province's prior written
consent, reinvest the proceeds from the disposal into the replacement asset.
H.3.0 REVENUES FROM ASSETS
H.3.1 Revenues. The Parties acknowledge that their contributions to the Project are meant to
accrue to the public benefit. The Recipient will notify the Province in writing, within 90 days
of the end of a Fiscal Year, if any Asset is used in a way that, in the Fiscal Year, revenues
generated from the Asset exceeded the Recipient's operating expenses. In such instance,
the Province may require the Recipient to pay to the Province immediately a portion of the
excess, in the same proportion as the Province's contribution is to the total cost of the
Asset. This obligation will apply only to the first five complete Fiscal Years following the
Expiry Date.
H.4.0 DEDUCTION FROM FINANCIAL ASSISTANCE
H.4.1 Deduction by Province. The Province may deduct any amount of funds to be repaid by
the Recipient under this Schedule "H" (Disposal of and Revenues from Assets) from the
financial assistance payable on any other current or future project(s) of the Recipient under
any other provincial program(s).
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SCHEDULE "I"
ABORIGINAL CMSULTATIION PROTOCOL
1.1.0 DEFINITIONS
1.1.1 Definitions. For the purposes of this Schedule "I" (Aboriginal Consultation Protocol):
Aboriginal Community" includes First Nation, Metis and Inuit communities or peoples of
Canada.
Aboriginal Consultation Plan" means the Aboriginal Consultation Plan described in
section 1.2.1 (Development of Plan).
Aboriginal Consultation Record" means a document that records and describes, as the
Province may require, the consultation activities carried out during the Project and the
results of that consultation.
1.2.0 ABORIGINAL CONSULTATION PLAN
1.2.1 Development of Plan. The Province, based on the scope and nature of the Project or at
the request of Canada, may require the Recipient to, in consultation with the Province or
Canada, or both, develop and comply with an Aboriginal consultation plan ("Aboriginal
Consultation Plan").
1.2.2 Procedural Aspects of Consultation. If consultation with an Aboriginal Communities is
required; the Recipient agrees that:
a) the Province or Canada, or both, may delegate certain procedural aspects of the
consultation to the Recipient; and
b) the Province or Canada, or both, provide the Recipient with an initial list of the
communities the Recipient may consult.
1.2.3 Provision of Plan to Province. If, pursuant to section 1.2.1 (Development of Plan), the
Province provides Notice to the Recipient that an Aboriginal Consultation Plan is required,
the Recipient will, within the timelines provided in the Notice, provide the Province with a
copy of the Aboriginal Consultation Plan.
1.2.4 Changes to Plan. The Recipient agrees that the Province or Canada, in the Province's or
Canada's sole discretion and from time to time, may require the Recipient to make changes
to the Aboriginal Consultation Plan.
1.3.0 ABORIGINAL CONSULTATION RECORD
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1.3.1 Requirements for Aboriginal Consultation Record. If consultation with Aboriginal
Communities is required, the Recipient will maintain an Aboriginal Consultation Record and
provide such record to the Province, and any update to it, as part of its reporting to the
Province pursuant to section D.4.1 (Inclusion of Aboriginal Consultation Record).
1.4.0 RESPONSIBILITIES OF THE RECIPIENT
1.4.1 Notification to and Direction from the Province. The Recipient will immediately notify the
Province:
a) of contact by any Aboriginal Communities regarding the Project; or
b) if any Aboriginal archaeological resources are discovered in the course of the
Project,
and, in either case, the Recipient agrees that the Province or Canada, or both, may direct
the Recipient to take such actions as the Province or Canada, or both, may require. The
Recipient will comply with the Province's or Canada's direction.
1.4.2 Direction from the Province and Contracts. The Recipient will provide in any Contract
for the Recipient's right and ability to respond to direction from the Province or Canada, or
both, as the Province or Canada may provide in accordance with section 1.4.1 (Notification
to and Direction from the Province).
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SCHEDULE "J"
REQUESTS FOR PAYMENT AND PAYMENT PROCEDURES
J.1.0 DEFINITION
J.1.1 Definition. For the purposes of this Schedule "J" (Requests for Payment and Payment
Procedures):
Final Payment" means the final payment by the Province to the Recipient for each Sub-
project as described in and to be paid in accordance with Article J.8.0 (Final Payment).
J.2.0 PROCEDURES AND TIMING FOR REQUESTS FOR PAYMENT
J.2.1 Procedures. The Recipient agrees that: the procedures provided for in Article J.3.0
Procedures for Requests for Payment for Eligible Expenditures) will apply to requests for
payment the Recipient submits to the Province under the Agreement.
J.1.2 Diligent and Timely Manner. The Recipient agrees to submit its requests for payment to
the Province in a diligent and timely manner.
J.3.0 PROCEDURES FOR REQUESTS FOR PAYMENT FOR ELIGIBLE EXPENDITURES
J.3.1 Timing, Reports and Documents. The Recipient agrees to submit a Sub -project request
for payment for Eligible Expenditures to the Province, at a minimum, semi-annually. Tile
Recipient agrees to submit, for each of the circumstances listed helow, the following reports
and documents:
a) for each request for payment, including the Final Payment, a Request for Payment
Form, using the form provided in Sub -schedule "J.1" (Form of Request for Payment
Form), fully and accurately completed;
b) for each request -for payment, except for the Final Payment, a certification, using the
form of certificate provided in Sub -schedule "J.2" (Form of Certificate from Recipient),
by an authorized senior official of the Recipient;
c) for each request for Final Payment, a Declaration of Sub -project Completion, using
the form provided in Sub -schedule "J.3" (Form of Declaration of Sub -project
Completion), by an authorized senior official of the Recipient;
d) for each request for Final Payment for new and expansion Sub -projects, if applicable
in the opinion of the Province, a certification, using the form of certificate provided in
Sub -schedule "J.4" (Form of Certificate from Professional Engineer), by a
professional engineer;
e) if the Province so requests, a copy of all documentation provided to the Recipient by
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the authorized senior official of the Recipient or, professional engineer; or both, for
the certification or declaration, as applicable, in paragraphs J.3:1 -(b), -(c) and (d);
f) for each request for payment, except for the Final Payment, a Progress Report and
an Outcomes Progress Report, acceptable to the Province, for the period to which
the request for payment relates;
g) for each request for Final Payment, a Final Progress Report and an Outcomes
Progress Report, acceptable to the Province, for the period to which the request for
payment relates; and
h) such other information as the Province may request.
J.3.2 Submission of Documents and Reports. The reports and documents listed in section
J.3.1 (Timing, Reports and Documents) shall be submitted to the Province at the following
address:
Clean Water and Wastewater Fund
Infrastructure Ontario
1 Dundas Street West, Suite 2000
Toronto, Ontario M5G 1 L5
Fax: 416-392-1906
Email: CWWF@infrastructureontario.ca
J.4.0 PAYMENTS
J.4.1 Payment by the Province. Subject to the Province receiving the necessary annual
appropriation from the Ontario Legislature or funds from Canada, or both, upon receipt of a
request for payment fully completed in accordance with this Schedule "J" (Requests for
Payment and Payment Procedures), the Province will use its reasonable efforts to make a
payment to the Recipient, if due and owing under the terms of the Agreement, in a timely
manner. The Province will under no circumstances be liable for interest for failure to make a
payment within the time limit provided for in this Article J.4.0 (Payments).
J.6.0 TIME LIMITS FOR REQUESTS FOR PAYMENTS
J.5.1 Timing. The Recipient will submit all requests for payment prior to March 31st, 2019.
J.5.2 No Obligation for Payment. The Province will have no obligation to make any payment for
a request for payment submitted after September 311, 2019.
J.6.0 FINAL RECONCILIATION AND ADJUSTMENTS
J.6.1 Final Reconciliation and Adjustments. Following delivery of the completed Declaration
of Sub -project Completion, confirming achievement of Sub -project Completion, and the
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Final Progress Report and final Outcomes Progress Report, the Parties will jointly carry out
a final reconciliation of all requests for payments and payments in respect of the Sub-
project and make any adjustments required in the circumstances.
J.7.0 HOLDBACK
J.7.1 Holdback. For each Sub -project, the Province may pay to the Recipient up to 90% of its
contribution under the Agreement prior to final adjustments in accordance with Article J.6.0
Final Reconciliation and Adjustments). Subject to paragraph A.4.1 (a), the remaining 10%
of the Province's contribution (the "Holdback") will be paid when the final reconciliation and
all adjustments are made in accordance with Article J.6.0 (Final Reconciliation and
Adjustments), and in accordance with Article J.8.0 (Final Payment).
J.8.0 FINAL PAYMENT
J.8.1 Final Payment. Upon completion of the final reconciliation and all adjustments in
accordance with Article J.6.0 (Final Reconciliation and Adjustments), the Province agrees,
subject to the Recipient having met all other terms and conditions of the Agreement and
paragraph A.4.2(c), to pay the Recipient the remainder of its contribution for the Sub -project
together with the Holdback contemplated pursuant to Article J.7.0 (Holdback).
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SUB -SCHEDULE "J.1"
FORM OF REQUEST FOR PAYMENT FORM
CLEAN WATER AND WASTEWATER FUND (CWWF) (ONTARIO)
TRANSFER PAYMENT AGREEMENT
REQUEST FOR PAYMENT FORM
TO: Clean Water and Wastewater Fund - Infrastructure Ontario
Address: 1 Dundas Street West, Suite 2000
Attention: Toronto, Ontario M5G 11-5
Email: CWWF@infrastructureontario.ca
Tel. No:. 1-844-803-8856
Fax No... 1- 416-392-1906
PROJECT INFORMATION:
Recipient Name:
Unique ID#
Project.Claim #:
Project Claim Amount:
Period Covered by Claim:
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Claim Information
Unique
Project ID Claim #1 Claim #2 Claim #3 Claim #4 Claim #5 ' I Claim #6 Total Claims to Date
Fed.. Prov Fed Prov Fed Prov Fed '. Prov. Fed ..;. Prov Fed Prov Fed Prov . Total
CWWF-001
CWWF-002
CWWF-003
Sub -Total
Total
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SUB -SCHEDULE "J.2"
FORM OF CERTIFICATE FROM RECIPIENT
CLEAN WATER AND WASTEWATER (ONTARIO)
TRANSFER PAYMENT AGREEMENT
CERTIFICATE FROM RECIPIENT
TO: Clean Water and Wastewater Fund - Infrastructure Ontario
Address: _::. 1 Dundas Street West, Suite 2000
Attention: Toronto, Ontario M5G 11-5
Email: :. ; CWWF@infrastructureontario.ca
Tel. Nor 1-844-803-8856
Fax o. 1-416=392-1906
PROJECT INFORMATION:
Re.cipientTName:
Uni.que.ID#:
Project Claim #:
Project:Claim Amount::
eriod Covered bytlaim
I, [insert Name), the treasurer of [insert Recipient Name], hereby request that OILC make a
disbursement to the [insert Recipient Name] in the principal sum of $XXX.XX, said principal
sum as calculated using attached Sub -project claim/report forms, as authorized by the CWWF
Transfer Payment Agreement entered into between Her Majesty the Queen in right of Ontario as
represented by the Minister of Infrastructure, and the insert theaegal name,o%ttile`Recipierrt]
the "Recipient"), on (the "Agreement").
I, having made such inquiries as I deemed necessary for this certificate, hereby certify to the
best of my knowledge, for and on behalf of the Recipient, on and as of the date set out below, as
follows:
a. all representations and warranties contained in Article A.2.0 (Representations,
Warranties and Covenants) of Schedule "A" (General Terms and Conditions) to the
Agreement are true and correct;
b. the Recipient is in compliance with all the terms and conditions of the Agreement,
including, without limitations, its obligations under section A.33.1 (Special Conditions) of
Schedule "A" (General Terms and Conditions) to the Agreement, and no Event of Default,
as described in the Agreement, has occurred and is continuing;
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C. if the Recipient has incurred a cost overrun for the Sub -project, it has funded the
costs and is not asking for funds from the Province and has sufficient funds to complete
the Sub -project in compliance with the Agreement;
d. the Recipient has complied with all applicable provision of the Construction Lien Act
Ontario) and is not aware of any claims for lien under that Act;
e. since the date of the last disbursement, if any, the Recipient has expended funds
on the Sub-project(s), as noted on the attached claim/report forms, and all amounts
entered on such forms have been incurred and are true and correct;
f. all costs claimed have been accounted for in accordance with the Public Sector
Accounting Standards in effect in Canada;
g. the amount of the requested disbursement, when added to the aggregate amount
of disbursements, if any, in respect of the Eligible Expenditures related to each approved
Sub -project, does not exceed the allocated federal and provincial portions of the grant for
that eligible Sub -project;
h. the proceeds of the requested disbursement will be applied to one or more of the
Sub-project(s) in accordance with the Sub -project budget and will not be applied to any
other purposes;
i. the Sub-project(s) to which these funds will be applied have been procured in
accordance with the principle of open, fair and transparent and provides value for money;
j. ail records (including but not limited to contracts, invoices, statements, receipts,
vouchers) are being retained in accordance with the requirements of the Agreement; and
k. the Recipient has complied, or with the acknowledgment of the Province is
complying, with respect: to Duty to Consult with respect to project(s) identified by the
Province.
Recipient Financial Delegated Authority
FROM:
Address:
Attention:
Email:
Tel. No.
Fax. No.
Signature Date
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Ifel
SUB -SCHEDULE "J.3"
FORM OF DECLARATION OF SUB -PROJECT COMPLETION
CLEAN WATER AND WASTEWATER FUND (ONTARIO)
TRANSFER PAYMENT AGREEMENT
DECLARATION OF SUB -PROJECT COMPLETION
Attention: Clean Water and Wastewater Fund - Infrastructure Ontario
Email: CWWF@infrasi:ructureontario.ca
Telephone No.: 1-844-803-8856
Facsimile No.: 1-416-392-1906
FROM: [insert address of the Recipient's authorized representative]
Attention: insert name and title of the
Recip1.
ient's authorized
representative]
Email: insert email address of the Recipient's authorized
representative]
Telephone No.: [insert telephone number of the Recipient's
authorized representative]
Facsimile No.: [insert facsimile number of the Recipient's
authorized representative]
RE: Clean Water and Wastewater Fund (Ontario) Transfer Payment
Agreement — Sub -project [insert the Sub -project unique ID and title]
In the matter of the Clean Water and Wastewater Fund (Ontario) Transfer Payment Agreement
entered into between Her Majesty the Queen in right of Ontario as represented by the Minister of
Infrastructure, and the [insert the legal name of the Recipient] (the "Recipient"), on
the "Agreement")
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I, insert name_and title: of the Recipient's;authorized
repTesenativej, having made such inquiries as I have deemed necessary for this certificate,
hereby certify that to the best of my knowledge, information and belief:
On and as of the date set out below:
a. all representations and warranties contained in Article A.2.0 (Representations,
Warranties and Covenants) of Schedule "A" (General Terms and Conditions) to the
Agreement are true and correct;
b. the Recipient is in compliance with all the terms and conditions of the Agreement,
including, without limitations, its obligations under section A.33.1 (Special Conditions) of
Schedule "A" (General Terms and Conditions) to the Agreement, and no Event of
Default, as described in the Agreement, has occurred and is continuing;
c. if the Recipient has incurred a cost overrun for the Sub -project, it has funded the costs
and is not asking for funds from the Province and has sufficient funds to complete the
Sub -project in compliance with the Agreement;
d. the Recipient has complied with all applicable provision of the Construction Lien Act
Ontario) and is not aware of any claims for lien under that Act;
e. the work for the Sub -project fr>eetDs:
has reached Sub -project Completion, as defined in the Agreement, on the
day of 20_ (the "Sub -project Completion Date");
ii. was carried out by [nserttteatameofthepriime
contractor , between [nsert-the start;datel and
assertWSti" oje( POM— 'R
iii. was supervised and inspected by qualified staff;
iv. conforms with the plans, specifications and other documentation for the work;
V. conforms with applicable Environmental Laws, as defined in the Agreement, and
appropriate mitigation measures have been implemented;
vi. conforms with Schedule "C" (Program Funding Request) to the Agreement, except
as the Province has otherwise approved in advance and in writing; and
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vii. conforms with the requirements provided for in paragraph A.4.10(d) of Schedule "A"
General Terms and Conditions) to the Agreement to comply with industry
standards.
2. Attached is the Request for Payment Form, which is true and accurate, and relates to costs
on account of the Sub -project.
3. The Funds will only and entirely be used for Eligible Expenditures that have been incurred
by the Recipient in accordance with the Agreement.
4. The value of substantially completed work on the Sub -project is
insert the amount in Canadian dollars].
The Recipient hereby requests a payment in the amount: of $ on account of the
Province's contribution towards the Eligible Expenditures of the Sub -project [insect the Sub-
project unique ID and title].
Declared at (municipality), in the Province of Ontario, this day of
20
Signatures)
Name: Witness Name:
Title: Title:
I have authority to bind the Recipient
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TO:
SUB -SCHEDULE "J.4"
FORM OF CERTIFICATE FROM PROFESSIONAL ENGINEER
CLEAN WATER AND WASTEWATER FUND (ONTARIO)
TRANSFER PAYMENT AGREEMENT
CERTIFICATE FROM PROFESSIONAL ENGINEER
Attention: Clean Water and Wastewater Fund - Infrastructure Ontario
Email: CWWF@infrastructureontario.ca
Telephone No.: 1-844-803-8856
Facsimile No.: 1-416-392-1906
FROM: [insert the address of..thepcofessional engineer]
Attention:nsert:#he name and=title ofi hepfafessional engineer
Email: finsertthe email.address ofth"rofessidrtal engineit
Telephone No.:[rrtaertthet_elgphone-riuRfi& ffhe-professional
enygineej
Facsimile:insrtthe;facsimile:`nuritier of Eofessienalerigin
RE: Clean Water and Wastewater Fund (Ontario) Transfer Payment
Agreement — Sub -project [msetttheS kq`]ect,U_rkl eID_and-ttieJ
In the matter of the Clean Water and Wastewater Fund (Ontario) Transfer Payment Agreement
entered into between Her Majesty the Queen in right of Ontario as represented by the Minister of
Infrastructure, and the [insert_.the name -of. the Recipient] (the "Recipient"), on
the "Agreement').
I, [nsert the`name andaitleofthe professional e`ngineerj, a
professional engineer duly licensed in the Province of Ontario, having made such inquiries as I
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have deemed necessary for this certificate, hereby certify that to the best of my knowledge,
information and belief:
On and as of the date set out below:
the work for the Sub -project [insert the Sub -project unique ID and title]:
a. was carried out by [insert the name of the prime contractor], between [insert the
start date] and [insert the Sub -project Completion Date];
b. was supervised and inspected by qualified staff;
c. conforms with the plans, specifications and other documentation for the work;
d. conforms with applicable Environmental Laws, as defined in the Agreement, and
appropriate mitigation measures have been implemented;
e. has reached Sub -project Completion, as defined in the Agreement, on [insert the date]
the Sub -project Completion Date");
f. conforms with Schedule "C" (Program Funding Request) to the Agreement, except as
the Province has otherwise approved in advance and in writing;
g. conforms with the requirements provided for in paragraph A.4.10(d) of Schedule "A"
General Terms and Conditions) to the Agreement to comply with industry standards;
and
h. if the Sub -project is a new or expansion project, can be completed by March 31, 2018,
or by March 31, 2019 where pre -approval has been provided by the Province and
Canada.
Declared at (municipality/LSB/First Nations), in the Province of Ontario, this
day of , 20
Signatures)
Name: Witness Name:
Title: Title:
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SCHEDULE "K"
FORM OF CLEAN WATER'AND WASTEWATER FUND (CWWF)
ATTESTATION FORM
iisert tlis_name.of theauthored senior.o tial ofthe Recipient
jinsect [heti.-name ofthe_Recipent]
nsetvthe address ofthe Recipient]
I, rnsert=name , attest that:
1. Federal funding will support only Eligible Expenditures and that the Projects on the Project
List meet the provisions as specified in the Bilateral Agreement.
2. Project Incrementality has been met when one of the following conditions has been met:
i) The project would not otherwise have taken place in 2016-17 or 2017-18; and/or
ii) The project would not have been undertaken without federal funding.
This would include projects included in Ontario's 2016 Budget or 2016 municipal budgets where
projects require additional funding to proceed and/or accelerate.
3. My community owns the drinking water, wastewater or stormwater infrastructure asset
presented in the Project List (municipalities and Local Services Boards only); or
My community has care and control over the drinking water, wastewater or stormwater
infrastructure asset presented in the Project List (Indigenous communities only).
4. The proposed project is a priority or contained within my comprehensive asset management
plan (municipalities only).
My asset management plan can be found online here: (link to plan).
Please describe how the project(s) will be consistent with or is part of your municipal asset
management plan:
Dated, this [insert date].
Signature
insert name
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