4179 ATT01 - Articles of Agreement11 Employment and Emploi et Project number: 1
Social Development Canada Developpement social Canada 1511578
ARTICLES OF AGREEMENT
BETWEEN
HER MAJESTY THE QUEEN IN RIGHT OF CANADA
HEREINAFTER REFERRED TO AS "CANADA"), AS REPRESENTED BY
THE MINISTER OF EMPLOYMENT AND SOCIAL DEVELOPMENT
AND
The Corporation of the Town of Tillsonburg
HEREINAFTER REFERRED TO AS "THE RECIPIENT")
HEREINAFTER COLLECTIVELY REFERRED TO AS "THE PARTIES"
Whereas the Recipient has applied to Canada for funding to carry out the project;
Whereas Canada has determined that the Recipient is eligible for a grant under the Program mentioned in Schedule A - Project Description
and Signatures and that the Project qualifies for support; and
Whereas Canada has agreed to provide a grant to the Recipient to help it to implement the project;
Now, therefore, the Parties agree as follows:
1.0 AGREEMENT
1.1 The following documents, and any amendments thereto, constitute the entire agreement between the Parties with
respect to its subject matter and supersedes all previous understandings, agreements, negotiations and documents
collateral, oral or otherwise between them relating to its subject matter.
a) These Articles of Agreement
b) Schedule A - Project Description and Signatures
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Pr*ct number.
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2.0 INTERPRETATION
2.1 Unlessthe context regulres otherwise. the expressions listed belowhave the followingmeanings for the purposes ofthis Agreement
ElIgUe Expenditures" means the expenditures listed in the Project budget in Sd'md&6 A - Project Desc4NIon and
Signatures;
Fiscal Year" means the period commencing on April 1 In one calendar year and ending an March 31 In the next
calendar year,
Grant" means the grant funds provided by Canada under this Agreement
Project" means the project described in Stdredule A - Project DestroWn and Sigrotures;
Project Period" means the period beginning onthe Project Start date and ending on the Project End bate specified
In Schad&& A -Projed Descr# floc andStgnaftM and
Working Day" means Monday through Friday except statutory holidays.
3.0 EFFECTIVE DATE AND DURATION
3.1 This Agreement shall come into effect on the date it is signed by both Parties and, subject to section 3.2, shall expire at the end of the
Project Period unless the Agreement is terminated on a prior date In accordance with the terms of this Agreement
3.2 Notwithstanding section 3.1, the rights and obligations of the parties. which by their nature, extend beyond the expiration or termination ofthisAgreementshatsurvivesuchexpirationortermination.
4.0 PURPOSE OF THE GRANT
4.1 The purpose ofthe funding granted by Canada according to the terns of this Agreement is to enable the Recipient to carry out the Project. The Recipient shall use the grant for paying the Eligible Expenditures of the Project
5.0 PAYMENT OF THE GRANT
5.1 Canada will pay the Recipient a grant inthe amount specified in Schedule A - Project DessripfJon and Slgnafures. The grant will be paid in
instalments in accordance with the instalment schedule set out under Payment Method Schad&& A - Projacf DescrWw and Signatures.
6.0 APPROPRIATION
L1 Any payment under this Agreement Is subjectto the appropriation of funds by Parliament forthe Fiscal Year In which the payment Is to be
made.
7.0 REDUCTION OR TERMINATION OF FUNDING
7.1 Canada may, upon riot less than ninety (90) days' notice. reduce its funding under this Agreement or tarmhute the Agreement as per article
15.0 It
a) the level of kgWfing for the Program named in this Agreement for the Fiscal Year in which the payment is to be
made under the Agreement is reduced as a result of a governmental ordepartmental spending decision, or
b) Parliament reduces the appropriation offunds for grants under the Program named In this Agreement
7.2 Where, Canada gives notice of Its intention to reduce its funding pursuant to section 7.1, and the Recipient is ofthe Opinion that it will be
Unable to complete the Project in the manner desired by the Reciplent, the Recipient may terminate the Agreement upon not less than thirty
30) days notice to Canada.
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BA RECIPIENT DECLARATIONS
8.1 The Recipient
a) declares that It has provided Canada with a true and accurate list of all amounts owing to the Government of
Canada under legislation or funding agreements which were past due and in arrears at the time of the
Reciplenfs Application for Funding under the Program named in this Agreement;
b) agrees to declare any amounts owing to the Government of Canada under legislation or funding agreements
which have become past due and in arrears following the date of its Application for Funding,
c) recognizes that Canada may recover any amounts referred to in paragraph (a) or (b) that are owing by deducting
or setting off such amounts from any sum of money that may be due or payable to the Recipient under this
Agreement; and
d) declares to use a fair, accountable and transparent process when procuring goods andlor for services in relation
to the Project.
8.2 The Recipient declares that any person who has been lobbying on its behalf to obtain the grant that is the subject of this Agreement was In
compliance with the provisions of the Lobbying Act (R.S.C., 1985, c. 44 (41h SUPp.)Jr as amended from time to time, at the time the lobbying
occurred and that any such person to whom the Lobbying Act applies has received, or will receive, no payment, directly or indirectly, from the
Recipient that is in whole or in part contingent on obtaining this Agreement
9.0 PROJECT RECORDS
9.1 The Recipient shall keep proper books and records of the grant received and of all expenditures made using the grant relating to the
Project
9.2 The Recipient shall retain the books and records referred to in section 9.1 for a period of three (3) years following the Project Period.
9.3 During the period of the project as well as the period referred to In section 9.2, the Recipient shall give access to its fies, books and records
related to the project, unpon request and within a reasonable time, to representatives of Canada for the purpose of verifying the use of the
grant and compliance with the terms and conditions of this Agreement The Recipient shall permit Canada's representatives to take copies and
extracts from such books and records. The Recipient shall also provide Canada with such additional Information as Canada may require with
reference to such books and records.
10.0 INQUIRY BY THE AUDITOR GENERAL OF CANADA
10.1 If, during the Project Period or within the period referred to in 9.2, the Auditor General of Canada, In relation to an inquiry conducted under
subsection 7.1(1) of the Auditor General Act (R.S.C., 1985, c. A-17), requests that the Recipient provide him or her with any records,
documents or other information pertaining to the utilization of the funding provided under this Agreement, the Recipient shall provide the
records, documents or other information within such period of time as may be reasonably requested in writing by the Auditor General of
Canada. (Not applicable to municipalities or other recipients excluded by the application of the Act)
11.0 REPORTING
11.1 The Recipient shall submit to Canada, a complete final report acceptable to Canada that outlines the results of the Project within thirty
30) days fallowing the Project Period.
12.0 CONTINUOUS ELIGIBILITY
12.1 The Recipient must, during the Project Period, continue to meet the eligibility requirements of the Program named in this Agreement which
were effective upon signature of the agreement. As such, the Recipient agrees to promptly notify Canada should a change in the Recipient's
status or a change in Project activities result in the Project no longer meeting the eligibility criteria of the Program which were effective upon
signature of this Agreement.
13.0 EVALUATION
13.1 The Recipient recognizes that Canada is responsible for the evaluation of the Program named in this Agreement. The Recipient agrees to
cooperate with Canada for the duration of the Project and within a period of three (3) years thereafter by providing access to the information
required to carry out the evaluation.
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14.0 TERMINATION OF AGREEMENT
Termlir ore for Defauft
14.1 (1) The following constitute Events of Default
2) If
a) the Recipient becomes bankrupt, has a receiving order made against It makes an assignment forthe benefit of
creditors, takes the benefit ofa statute relating to bankrupt or insolvent debtors oran orderis made or resolution
passed for the winding up of the Recipient (section 14.1(1Xa) not applicable to municipalities or 8dhoot boards);
b) the Redplent ceases to operate (section 14.1(1)(a) not applicable to municipalities or school boards);
c) the Recipient is inbreach ofthe performance of, wcompliance with, any provision of this Agreement;
d) the Recipient, in support ofits Agreement, has made materially false or misleading representations, statements
or declarations, or provided materially false or misleading Information to Canada; or
a) in the opinion of Canada, the risk in the Recipient's ability to complete the Project has changed substandafly and
unfavorably.
a) an Event of Default specified in paragraph (1)(a) or (b) occas (section 14.1(lXa) not applicable to
municipalities or school boards); or
b) an Event of Default specified In paragraphs (1)(c), (d) or (e) occurs and has not been remedied within thkty (30)
days of receipt by the Recipient ofwritten notice of default or within such longer period as Canada may specify.
or a plan satisfactory to Canada to remedy such Event of Default has not been put into place within such time
period
Canada may terminate the Agreement immediately by written notice. Effective on that date, Canada has no more obligations to pay any
remaining Instalments of the grant as specified in the Agreement.
3) Pursuant to paragraph 14.1 (2)(b), Canada may suspend payment of any further instalment ofthe grant under this Agreement.
4) The fact that Canada refrains from exercising a remedy itis entitled to exercise under this Agreement shall not be considered to be a waiver
ofsuch right and, Wrihennom, partial or limited exercise of a right conferred upon Canada shall not prevent Canada in any way from later
exercising any other right or remedy under this Agreement or other applicable law.
14.2 Either Parties may also twmtnste this Agreement at any time without cause upon not less than ninety (90) days written notice of kmtenflon
to terminate.
16.0 REPAYiiENT REQUIREN ENTS
15.1(1) When a written notice Is provided by either one ofthe Parties pursuant to section 7 or section 14:
a) the Recipient must not make any new commitment related to the prefect which may generate eligible
expenditures and must cancel any ongoing commitments, or where possible, reduce the amount of such
expenditures arising from any commitment; and
b) all elijobb expendhims incurred by the Recipient up to the date of termination win be paid by Canada, including
direct costs and incidentals related to the cancellation of obligations of the Recipient far the termination of the
agreement; a payment or a reimbursement will be made under this paragraph only Ifit has been demonstrated to
the satisfaction of Cannde that the Recipient has actually incurred the expenses and they aro reasonable and
related to the termination of the agreement.
2) If this Agreement Is terminated by the Recipient in accordance with section 142, the latter shat! reimburse Canada the unused grant
funds in its possession or under its control within thirty (30) days.
15.2 Notwithstanding section 15.1, If time Agreement is terminated under section 14.1 by Canada because the Recipient uses the grant for a
purpose or expenditures not agreed upon under this Agreement Canada may In addition to the rights conferred upon it under this Agreement
or to law or in equity, demand from the Recipient the repayment of the grant funds that were used by the Recipient for purposes other than the
Project or used for costs that were not Eligible Expenditures.
15.3 IfCanada demands the repayment of any part of the grant pursuant to section 15.1 or section 15.2, the amount demanded shalt be
deemed to be a debt due and owing to Canada and the Recipient shall pay the amount to Canada immedately unless Canada directs
otherwise.
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15.4 Interest shall be charged on overdue repayments owing under this Agreement in accordance with the Interest and Administrative Charges
Regulations (SOR196-188) (the'Regulations") made pursuant to the Financial Administration Act (R.S.C., 1988, c. F-11). Interest is calculated
and compounded monthly atthe 'average bank rate", within the meaning of such expression as contained in the Regulations, plus three per
cent (3%) dur€ng the period beginning on the due date specified in the notice to repay and ending on the day before the day on which payment
is received by Canada.
16.0 INDEMNIFICATION
16.1 The Recipient shall, both during and following the Project Period, indemnify and save Canada harmless from and against all claims,
losses, damages, costs, expenses and other actions made, sustained, brought, threatened to be brought or prosecuted, in any manner based
upon, occasioned by or attributable to any injury or death of a person, or loss or damage to property caused or alleged to be caused by any
wilful or negligent act, omission or delay on the part of the Recipient or its employees or agents in connection with anything purported to be or
required to be provided by or done by the Recipient pursuant to this Agreement or done otherwise In connection with the Implementation of the
Project. It Is understood that Canada cannot claim compensation under this section in case of accident, loss or damage caused by Canada or
its employees.
17.0 RELATIONSHIP BETWEEN THE PARTIES AND NON-LIABiLITY OF CANADA
17.1 The management and supervision of the Project are the sole and absolute responsibility of the Recipient. The Recipient Is not in any way
authorized to make a promise, agreement or contract on behalf of Canada. This Agreement is a funding agreement only, not a contract
obtaining services or a contract of service or employment. Canada's responsibility is limited to providing financial assistance to the Recipient In
support of the Project. The parties hereto declare that nothing in this Agreement shall be construed as creating a partnership, an employer-
employee, or agency relationship between them. The Recipient shall not represent itself as an agent, employee or partner of Canada.
17.2 Nothing in this Agreement creates any undertaking, commitment or obligation by Canada respecting additional or future funding of the
Project beyond the Project Period, or that exceeds the amount of Canada's funding as indicated in the Agreement Canada shall not be liable
for any loan, capital lease or other long-term obligation which the Recipient may enter Into in relation to carrying out its responsibilities under
this Agreement or for any obligation incurred by the Recipient toward another party in relation to the Project.
18.0 CONFLICT OF INTEREST
18.1 No current or former public servant or public office holder to whom the Conflict ofinterest Act (S.C. 2006, c. 9, s. 2), the Policy on Conflict
of interest and Post -Employment or the Values and Ethics Code for the Public Sector applies shall derive a direct benefit from the Agreement
unless the provision or receipt of such benefit is in compliance with the said legislation or codes.
16.2 No member of the Senate or the House of Commons shall be admitted to any share or part of the Agreement or to any benefit arising from
It that is not otherwise available to the general public.
19.0 INFORMING CANADIANS OF THE GOVERNMENT OF CANADA'S FUNDING
19.1 The Recipient shall allow Canada sixty (60) days from the date of signature of the Agreement to announce the Project. The parties will
collaborate for the first public announcement of the project, including all communication, event or ceremony used to promote the project. The
time, place and agenda for such communication activities must be appropriate for Canada.
19.2 To enable Canada's participation in any subsequent communications activities about the project the Recipient will inform Canada no later
than twenty (20) calendar days preceding such communication activities.
19.3 The Recipient shall ensure that all communication activities, publications and advertising (including on social media or websites) relating
to the project Include the recognition of Canada's financial assistance to the satisfaction of Canada.
20.0 ACCESS TO INFORMATION
20.1 The Recipient acknowledges that Canada is subject to the Access to information Act (R.S.C.. 1985, c. A-1), and information obtained by
Canada pertaining to this Agreement may be disclosed by Canada to the public upon request under the aforementioned act.
21.4 PROACTIVE DISCLOSURE
21.1 The Recipient acknowledges that the name of the Recipient. the amount of Canada's funding and the general nature of the Project may
be made publicly available by Canada in accordance with the Government of Canada's commitment to proactively disclose the awarding of
grants and contributions.
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22.0 NOTICES
1Project number.
1511576
27.1 Any notices to be given and all reports. information, correspondence end other documents to be pnorided by either party under this
Agreement shall be given or provided by personal delivery, mail, courier service, fax or email to the postal address, fax number or email
address, as the case may be, of the receiving party. If there Is any change to the postal address, fax number or email address or contact
person of a party, the party conoemed shall notify the other in writing of the change as soon as possl*.
Notion, reports, information, correspondence and other documents that are delivered personally or by courier service shall be deemed to
have been received upon delivery, ortilsent by mail five (5) working days after the date ofmailing, or in the case of notices and documents
sent by fax oranal, one (1) working day after they are sent.
23.0 ASSIGNMENT OF THE AGREEMENT
23.1 The Recipient shall not assign this Agreement or any part thereof wlthnut the prior written consent of Canada.
24.0 SUCCESSORS AND ASSIGNS
24.1 This Agreement is binding upon the parties and their respective successors and assigns.
25.0 COMPLIANCE WITH LAWS
25.1 This Agreement shag be governed by and interpreted in accordance with the applicable laws of the province or territory where the Project
will be performed. The parties agree that the Court ofthe province or territory where the Projectwill be performed is competent to hear any
dispute arising out of this agreement.
25.2 The Recipient shall carry out the Project in compliance with all applicable laws, by-laws and regulations, including any environmental
legislation and any legislation regarding protection oftnfonnation and privacy. The Recipient shag obtain, prior to the commencement of the
Project, all permits, licenses, consents and other authorizations that are necessary to the carrying out of the Project
ZU AMENDMENT
26.1 This Agreement may be amended. with respect to applicable Ian, by mutual consent of the parties. To be valid, any amendment to this
Agreement shag be In writing and signed by the parties.
27.0 UNINCORPORATED ASSOCIATION
27.1 ff the Recipient is an unincorporated association, ItIs understood and agreed by the persons signing this Agreement on behalfof the
Recipient that In addition to signing this Agreement in their representative capacities on behalf ofthemembers ofthe Recipient, they shall be
personally, jointly and severally Bable for the obligations ofthe Recipient under this Agreement, Including the obligation to pay any debt that
may become owing to Canada under this Agreement
28.0 COMMUNICATION WITH THE PUBUC
28.1 The Recipient shall dearly identify the projects clientele, and shatl take the appropriate steps to communicate with the target audience
29.0 AGREEMENT WITHOUT PREJUDICE [clause applicable only in Qudbec]
29.1 This Agreement Is without prejudice to discussions underway between the Quebec Government and Canada forthe purpose of
establishing new standard agreements for the application of An Ad respecting the hmistdre du Consell exdoudf (CQLR, chapter M -W) In
regards to Funding Agreements related to the programs of the Department of Employment and Social Development
SECTION -C Schedule A- _Project Description and Signatures oto be completed by ESDC)
Common System forGrants and Contributions (CSGC) He Number: 1511575
project7iue: Connecting to Canada -An Accessible Connedion to the Trans
Program Namc Enabling Accessllaty Fund - Grants
716 Application is: Q Approved Not Approved
Grant Amount
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Social Development Canada Developpement social Canada
Amount Requested: $ 50000 Amount Approved; 5 50000
Project description and Budget adjustments:
Activities:
The proposed project consists of constructing an ammible ttatl (Trarts-Canada Trail connection)_
Budget:
NA
Other Conditions:
Does not apply to this project
Specific Obligations Related to the Project:
i.e.: publication or research, or other tool printed or published In both languages.
NA
Project Period:
From: 2018/0246
Payment Method:
Number of Installment(s): 1
15'Instafiment Date: 20118/02126
Date of Approval: 2018/02/02
TO -20191=25
1" Installment Amount $ 50000
Canada signing authority an behalf of the Minister of Employment and Social Development
2 0 FEV, 2010
CANADA
Project number:
11511576
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Employment and Emploi et Project number
Social Development Canada Developpernent social Canada 11511576
FOR THE RECIPIENT (to be completed by the recipient)
I certify that I have the capacity and that I am authorized to sign the Articles ofAgreement of this grant on behalf of the "Recipient"
organization;
I have read, understand and agree to these Articles of Agreement and I agree that once approved and signed by both parties,
these Articles of Agreement wil be effective immediately and shall constitute a legally binding agreement.
Slahaiory Name
Signatory'
pWnQ Title (please print)
Date yyyy-mm-dd)
A/, /e
Sigm Zryr Name phase print) /
1
Signatory Narne (please print)
Signature -
o tn/,2 o'e
se pAnt)
Date (yyyy-mm-d) -
TIUe (pleaseprint) -
Date (yyyy-mm-dd)
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