2021-039 Schedule ATown of Tillsonburg and Ontario SRA Phase 2 TPA
TRANSFER PAYMENT AGREEMENT
FOR THE SAFE RESTART AGREEMENT (SRA) –
PHASE 2 MUNICIPAL TRANSIT FUNDING
THIS TRANSFER PAYMENT AGREEMENT for the Safe Restart Agreement (SRA) –
Phase 2 Municipal Transit Funding (the “Agreement”) is effective as of the Effective Date.
B E T W E E N:
Her Majesty the Queen in right of Ontario as represented by the
Minister of Transportation for the Province of Ontario
(the “Province”)
- and -
Corporation of the Town of Tillsonburg
(the “Recipient”)
BACKGROUND:
The Government of Canada (“Canada”) announced, on July 16, 2020, $1 billion in
federal funding under the Safe Restart Agreement (SRA) to support Ontario municipal
transit systems with COVID-19 pandemic related financial pressures in order to help the
province restart the economy, while making Canada more resilient to possible future
waves of the COVID-19 pandemic.
Under the SRA, the Province of Ontario has agreed to provide up to $1 billion to cost-
match the federal funding for a total of up to $2 billion in funding to support Ontario
municipal transit systems with COVID-19 pandemic related financial pressures.
The Province has provided SRA funding to the Recipient in September 2020 (Phase 1)
and will provide the remainder of the Recipient’s allocated SRA funding in Phase 2.
The funding for Phase 1 was intended to offer the Recipient immediate assistance
towards additional municipal transit expenses the Recipient incurred, as a result of the
COVID-19 pandemic, on or after April 1, 2020 and on or before September 30, 2020.
The funding for Phase 2, which will be provided to the Recipient in accordance with the
terms and conditions set out in the Agreement, is intended to provide the Recipient with
assistance for the Financial Impacts (as defined in section 1.2 (Definitions)) the
Recipient has incurred during the Eligibility Period (as defined in section A1.2
(Definitions)).
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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 are
expressly acknowledged, the Province and the Recipient agree as follows:
1.0 ENTIRE AGREEMENT
1.1 Schedules and Sub-schedule to the Agreement. The following schedules and
sub-schedule form part of the Agreement:
Schedule “A” - General Terms and Conditions
Schedule “B” - Contact Information and Authorized Representatives
Schedule “C” - Eligible Expenditures and Ineligible Expenditures
Schedule “D” - Claim and Attestation Submission, Supporting Documentation and
Payment Procedures
Sub-schedule “D.1” - Claim and Attestation Form.
1.2 Entire Agreement. The Agreement constitutes the entire agreement between
the Parties (as defined in section A1.2 (Definitions)) with respect to the subject
matter contained in the Agreement and supersedes all prior oral or written
representations and agreements.
2.0 CONFLICT OR INCONSISTENCY
2.1 Conflict or Inconsistency. In the event of a conflict or inconsistency between
any of the requirements of:
(a) 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 to the extent of the
inconsistency; or
(b) a schedule and any of the requirements of a sub-schedule, the schedule
will prevail to the extent of the inconsistency.
3.0 COUNTERPARTS
3.1 Counterparts. 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.
3.2 Electronic Execution and Delivery of Agreement.
(a) The Agreement may:
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(i) be executed and delivered by scanning the manually signed
Agreement as a PDF and delivering it by email to the other Party; or
(ii) subject to the Province’s prior written consent, be executed and
delivered electronically to the other Party.
(b) The respective electronic signature of the Parties is the legal equivalent of
a manual signature.
4.0 AMENDING THE AGREEMENT
4.1 Amending the Agreement. The Agreement may only be amended by a written
agreement.
4.2 Execution of Amending Agreement. An amending agreement for changes to
the Agreement may be duly executed by the representatives of the Parties listed
on the signature page below or in Schedule “B” (Contact Information and
Authorized Representatives).
5.0 ACKNOWLEDGEMENT
5.1 Acknowledgement. The Recipient acknowledges that:
(a) the Funds are to assist the Recipient with the Financial Impacts of the
COVID-19 pandemic on the Recipient’s transit system and not to provide
goods or services to the Province;
(b) the Province is not responsible for the Recipient’s transit system, including
any Financial Impact; and
(c) 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 Recipient’s transit system, any Financial Impact or
otherwise in connection with the Agreement may be subject to disclosure
in accordance with that Act.
5.2 Acknowledgement from Province. The Province acknowledges that the
Recipient is bound by the Municipal Freedom of Information and Protection of
Privacy Act (Ontario) and any information provided to the Recipient in connection
with the Recipient’s transit system, any Financial Impact or otherwise in
connection with the Agreement may be subject to disclosure in accordance with
that Act.
- SIGNATURE PAGE FOLLOWS -
March 31, 2021
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SCHEDULE “A”
GENERAL TERMS AND CONDITIONS
A1.0 INTERPRETATION AND DEFINITIONS
A1.1 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; and
(e) all accounting terms not otherwise defined in the Agreement have their
ordinary meanings.
A1.2 Definitions. In the Agreement, the following terms will have the following
meanings:
“Agreement” means this agreement, entered into between the Province and the
Recipient, all of the schedules and the sub-schedule listed in section 1.1
(Schedules and Sub-schedule to the Agreement), and any amending agreement
entered into pursuant to section 4.1 (Amending the Agreement).
“Authorities” means any government authority, agency, body or department,
whether federal, provincial or municipal, having or claiming jurisdiction over the
Recipient’s transit system, any Financial Impact, or the Agreement.
“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.
“Communications Activities” means, but is not limited to, public or media
events or ceremonies including key milestone events, news releases, reports,
web and social media products or postings, blogs, news 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 in respect of the Agreement.
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“Effective Date” means the date of signature by the last signing Party to the
Agreement.
“Eligible Expenditures” means the costs of the Financial Impacts that are
eligible for funding by the Province under the Agreement, and that are further
described in section C2.1 (Scope of Eligible Expenditures).
“Eligibility Period” means the period starting on or after October 1, 2020 and
ending on or before March 31, 2021.
“Event of Default” has the meaning ascribed to it in section A12.1 (Events of
Default).
“Expiry Date” means March 31, 2022.
“Financial Impacts” means the net revenue losses and additional net operating
and capital costs the Recipient has incurred in respect of the Recipient’s
municipal transit system as a result of the COVID-19 pandemic.
“Funds” means the money the Province provides to the Recipient pursuant to
the Agreement.
“Indemnified Parties” means Her Majesty the Queen in right of Ontario, and
includes Her ministers, agents, appointees, and employees.
“Ineligible Expenditures” means the costs that are ineligible for funding by the
Province under the Agreement, and that are further described in section C3.1
(Scope of Ineligible Expenditures).
“Loss” means any cause of action, liability, loss, cost, damage, or expense
(including legal, expert and consultant fees) that anyone incurs or sustains as a
result of or in connection with the Recipient’s transit system, any Financial Impact
or with any other part of the Agreement.
“Low-performing Route” means any bus route deemed by a Recipient as not
meeting service objectives or where service has been reduced or cancelled for
not meeting service objectives.
“Maximum Funds” means $36,051.
“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 A12.3(b), and includes any
such period or periods of time by which the Province extends that time in
accordance with section A12.4 (Recipient not Remedying).
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“On-demand Microtransit” means small scale, flexible transportation services
where rides are ordered on-demand.
“Parties” means the Province and the Recipient.
“Party” means either the Province or the Recipient.
“Proceeding” means any action, claim, demand, lawsuit, or other proceeding
that anyone makes, brings or prosecutes as a result of or in connection with the
Recipient’s transit system, any Financial Impact or with any other part of the
Agreement.
“Records Review” means any assessment the Province conducts pursuant to
section A7.4 (Records Review).
“Reports” means the reports described in Schedule “D” (Claim and Attestation
Submission, Supporting Documentation and Payment Procedures).
“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.
“SRA Phase 1 Contribution” means the funding for the SRA Phase 1 the
Province provided to the Recipient in September 2020 and that is further
described in the 4th paragraph of the Background to the Agreement.
A2.0 REPRESENTATIONS, WARRANTIES AND COVENANTS
A2.1 General. The Recipient represents, warrants and covenants that:
(a) it has, and will continue to have, the experience and expertise necessary
to operate its transit system;
(b) it is in compliance with, and will continue to comply with, all Requirements
of Law related to any aspect of the Recipient’s transit system, Financial
Impacts, and the Funds;
(c) if Funds are used for acquired goods or services, or both, these were
acquired in compliance with the Recipient’s policies and procedures and,
to the extent possible under the COVID-19 pandemic unprecedented
times, through a process that promotes the best value for the money;
(d) it is in compliance with the insurance requirements set out in section A10.1
(Recipient’s Insurance); and
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(e) unless otherwise provided for in the Agreement, any information the
Recipient provided to the Province in support of its request for funds
including, without limitation, information relating to any eligibility
requirements, the Recipient’s transit system, any Financial Impact and
related timelines was true and complete at the time the Recipient provided
it and will continue to be true and complete.
A2.2 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,
including passing a municipal by-law authorizing the Recipient to enter into
the Agreement.
A2.3 Governance. The Recipient represents, warrants, and covenants that it has, will
maintain in writing, and will follow:
(a) procedures to enable the Recipient to manage the Funds prudently and
effectively;
(b) procedures to address any identified risks to the Recipient’s ability to claim
Eligible Expenditures within the Eligibility Period, all in a timely manner;
(c) procedures to enable the preparation and submission of all Reports
required pursuant to Article A7.0 (Reporting, Accounting and Review); and
(d) procedures to enable the Recipient to address such other matters as the
Recipient considers necessary to carry out its obligations under the
Agreement.
A2.4 Supporting Proof. Upon request of the Province and within the timelines set out
in the request, the Recipient will provide the Province with proof of the matters
referred to in this Article A2.0 (Representations, Warranties and Covenants).
A3.0 TERM OF THE AGREEMENT
A3.1 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 A11.0
(Termination on Notice) or Article A12.0 (Event of Default, Corrective Action, and
Termination for Default).
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A4.0 FUNDS
A4.1 Funds Provided. The Province will:
(a) provide the Recipient up to the Maximum Funds for Eligible Expenditures;
(b) provide the Funds to the Recipient in accordance with the payment
procedures in Schedule “D” (Claim and Attestation Submission,
Supporting Documentation 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.
A4.2 Limitation on Payment of Funds. Despite section A4.1 (Funds Provided):
(a) in addition to any other limitations under the Agreement on the payment of
Funds by the Province, the Province is not obligated to provide any Funds
to the Recipient unless the Recipient fulfils the special conditions listed in
section A27.1 (Special Conditions);
(b) the Province may adjust the amount of Funds it provides to the Recipient
based upon the Province’s assessment of one or more of the following
events:
(i) of the information the Recipient provides to the Province pursuant to
section A7.2 (Preparation and Submission); and
(ii) the SRA Phase 1 Contribution funding provided to the Recipient
exceeds the additional municipal transit expenses the Recipient
incurred, as a result of the COVID-19 pandemic, on or after April 1,
2020 and on or before September 30, 2020.
A4.3 Use of Funds. The Recipient will do all of the following:
(a) spend the Funds only on Eligible Expenditures; and
(b) not use the Funds to cover any Eligible Expenditure that has or will be
funded or reimbursed by one or more of any third party, including any level
of government, or ministry, agency, or organization of the Government of
Ontario, other than the Province pursuant to the Agreement.
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A4.4 SRA Phase 1 Contribution, Rebates, Credits and Refunds. The Province will
calculate Funds based on the actual losses or costs to the Recipient for the
Financial Impacts, less any actual losses or costs (including taxes) for which the
Recipient has received, will receive, or is eligible to receive, SRA Phase 1
Contribution, a rebate, credit or refund.
A4.5 Interest-Bearing Account. If the Province provides Funds 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.
A4.6 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 payment of an amount equal to the
interest.
A5.0 RECIPIENT’S DISPOSAL OF ASSETS
A5.1 Disposal. The Recipient will not, without the Province’s prior written consent and
prior to the Expiry Date or earlier termination of the Agreement, sell, lease, or
otherwise dispose of any asset purchased or created with the Funds.
A6.0 CONFLICT OF INTEREST
A6.1 No Conflict of Interest. The Recipient represents and warrants that there is and
there will continue to be no conflict of interest in respect of any Eligible
Expenditures claimed under the Agreement or the Financial Impacts and that the
Recipient will use the Funds without an actual, potential, or perceived conflict of
interest.
A6.2 Conflict of Interest Includes. For the purposes of this Article A6.0 (Conflict of
Interest), a conflict of interest includes any circumstances where:
(a) the Recipient; or
(a) 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 Eligible Expenditures claimed under the Agreement, the
Financial Impacts or the use of the Funds.
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A6.3 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
(a) comply with any terms and conditions that the Province may prescribe as
a result of the disclosure.
A7.0 REPORTING, ACCOUNTING AND REVIEW
A7.1 Province Includes. For the purposes of sections A7.4 (Records Review), A7.5
(Inspection and Removal) and A7.6 (Cooperation), “Province” includes any
auditor or representative the Province may identify.
A7.2 Preparation and Submission. The Recipient will:
(a) submit to the Province at the address referred to in section A15.1 (Notice
in Writing and Addressed):
(i) all Reports in accordance with the timelines and content
requirements as provided for in Schedule “D” (Claim and Attestation
Submission, Supporting Documentation and Payment Procedures);
and
(ii) any other reports in accordance with any timelines and content
requirements the Province may specify from time to time; and
(b) ensure that all Reports and other reports are:
(i) completed to the satisfaction of the Province; and
(ii) signed by an authorized signing officer of the Recipient.
A7.3 Record Maintenance. The Recipient will keep and maintain for a period of
seven years from their creation:
(a) proper and accurate financial accounts and records, kept in a manner
consistent with generally accepted accounting principles in effect in
Canada or with the public sector accounting standards approved or
recommended by the Public Sector Accounting Board including, without
limitation, its contracts, invoices, statements, receipts, and vouchers and
any other evidence of payment relating to the Funds or otherwise to the
Eligible Expenditures claimed under the Agreement or Financial Impacts;
and
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(b) all non-financial records and documents relating to the Funds or
otherwise to the Eligible Expenditures claimed under the Agreement or
Financial Impacts.
A7.4 Records Review. The Province may, at its own expense, upon twenty-four
hours’ Notice to the Recipient and during normal business hours, enter upon
the Recipient’s premises to conduct an audit or investigation of the Recipient
regarding the Recipient’s compliance with the Agreement, including assessing
any of the following:
(a) the truth of any of the Recipient’s representations and warranties; and
(b) the Recipient’s allocation and expenditure of the Funds.
A7.5 Inspection and Removal. For the purposes of any Records Review, the
Province may take one or more of the following actions:
(a) inspect and copy any records and documents referred to in section A7.3
(Record Maintenance); and
(b) remove any copies the Province makes pursuant to section A7.5(a).
A7.6 Cooperation. To assist the Province in respect of its rights provided for in
section A7.5 (Inspection and Removal), the Recipient will cooperate with the
Province by:
(a) ensuring that the Province has access to the records and documents
including, without limitation, paid invoices and original receipts, wherever
they are located;
(b) assisting the Province in copying records and documents;
(c) providing to the Province, in the form the Province specifies, any
information the Province identifies; and
(d) carrying out any other activities the Province requests.
A7.7 No Control of Records. No provision of the Agreement will be construed so
as to give the Province any control whatsoever over the Recipient’s records.
A7.8 Auditor General. The Province’s rights under Article A7.0 (Reporting,
Accounting and Review) are in addition to any rights provided to the Auditor
General pursuant to section 9.2 of the Auditor General Act (Ontario).
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A8.0 COMMUNICATIONS REQUIREMENTS
A8.1 Acknowledge Support. Unless the Province directs the Recipient to do
otherwise, the Recipient will in each of its Agreement-related publications
whether written, oral or visual:
(a) acknowledge the support of the Province for the Funds provided under the
Agreement;
(b) ensure that any acknowledgement is in a form and manner as the
Province directs; and
(c) indicate that the views expressed in the publication are the views of the
Recipient and do not necessarily reflect those of the Province.
A8.2 Request from the Province in Respect of Communications Activities. The
Recipient will, upon Notice from the Province, provide the Province with any
information the Province may request in respect of any Communications
Activities.
A9.0 INDEMNITY
A9.1 Indemnification. The Recipient will indemnify and hold harmless the
Indemnified Parties from and against any Loss and any Proceeding, unless
solely caused by the negligence or wilful misconduct of the Indemnified Parties.
A10.0 INSURANCE
A10.1 Recipient’s Insurance. The Recipient is responsible for its own insurance and
has been carrying, at its own costs and expense, and requiring the same from its
subcontractors, all the necessary and appropriate insurance that a prudent
municipality in similar circumstances would maintain in order to protect itself and
the Indemnified Parties and support the Recipient’s indemnification set out in
section A9.1 (Indemnification). For greater certainty, the Recipient is not covered
by the Province of Ontario's insurance program and no protection will be afforded
to the Recipient by the Government of Ontario for any Loss or Proceeding that
may arise out of the Financial Impacts or the Agreement.
A11.0 TERMINATION ON NOTICE
A11.1 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.
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A11.2 Consequences of Termination on Notice by the Province. If the Province
terminates the Agreement pursuant to section A11.1 (Termination on Notice), the
Province may take one or more of the following actions:
(a) cancel all further instalments of Funds; and
(b) demand from the Recipient the payment of any Funds remaining in the
possession or under the control of the Recipient.
A12.0 EVENT OF DEFAULT, CORRECTIVE ACTION, AND TERMINATION FOR
DEFAULT
A12.1 Events of Default. It will constitute an Event of Default if, in the opinion of the
Province, the Recipient breaches any representation, warranty, covenant, or
other material term of the Agreement including, without limitation, failing to do
any of the following in accordance with the terms and conditions of the
Agreement:
(a) use or spend any of the Funds or related interest for a purpose other than
that contemplated under the Agreement without the prior written consent
of the Province; or
(b) provide, in accordance with section A7.2 (Preparation and Submission),
Reports or such other reports as may have been requested pursuant to
paragraph A7.2(b).
A12.2 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) provide the Recipient with an opportunity to remedy the Event of Default;
(b) suspend the payment of Funds for such period as the Province
determines appropriate;
(c) reduce the amount of the Funds;
(d) cancel all further instalments of Funds;
(e) demand from the Recipient the payment of any Funds remaining in the
possession or under the control of the Recipient;
(f) demand from the Recipient the payment of an amount equal to any Funds
the Recipient used, but did not use in accordance with the Agreement;
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(g) demand from the Recipient the payment of an amount equal to any Funds
the Province provided to the Recipient;
(h) demand from the Recipient the payment of an amount equal to the costs the
Province incurred or incurs to enforce its rights under the Agreement,
including the costs of any Record Review and the costs it incurs to collect
any amounts the Recipient owes to the Province; and
(i) terminate the Agreement at any time, including immediately, without
liability, penalty or costs to the Province upon giving Notice to the
Recipient.
A12.3 Opportunity to Remedy. If, in accordance with paragraph A12.2(a), 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.
A12.4 Recipient not Remedying. If the Province has provided the Recipient with an
opportunity to remedy the Event of Default pursuant to paragraph A12.2(a), 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 A12.2 (b), (c), (d), (e), (f), (g), (h) and (i).
A12.5 When Termination Effective. Termination under this Article A12.0 (Event of
Default, Corrective Action, and Termination for Default) will take effect as
provided for in the Notice.
A13.0 FUNDS UPON EXPIRY
A13.1 Funds Upon Expiry. The Recipient will, upon expiry of the Agreement, pay to
the Province any Funds and SRA Phase 1 Contribution and related interest
remaining in its possession or under its control.
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A14.0 DEBT DUE AND PAYMENT
A14.1 Payment of Overpayment. If at any time 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.
A14.2 Debt Due. If, pursuant to the Agreement:
(a) the Province demands from the Recipient the payment of any Funds or an
amount equal to any Funds; or
(b) the Recipient owes any Funds or SRA Phase 1 Contribution, or an amount
equal to any Funds or SRA Phase 1 Contribution to the Province, whether
or not the Province has demanded their payment,
such amounts will be deemed to be a debt due and owing to the Province by the
Recipient, and the Recipient will pay the amounts to the Province immediately,
unless the Province directs otherwise.
A14.3 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.
A14.4 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 as provided for in Schedule “B” (Contact Information and Authorized
Representatives).
A14.5 Fails to Pay. Without limiting the application of section 43 of the Financial
Administration Act (Ontario), if the Recipient fails to pay 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.
A15.0 NOTICE
A15.1 Notice in Writing and Addressed. Notice will be:
(a) in writing;
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(b) delivered by email, postage-prepaid mail, personal delivery or courier; and
(c) addressed to the Province and the Recipient as set out in Schedule “B”
(Contact Information and Authorized Representatives), or as either Party
later designates to the other by Notice.
A15.2 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; and
(b) in the case of email, personal delivery or courier on the date on which the
Notice is delivered.
A15.3 Postal Disruption. Despite paragraph A15.2(a), in the event of a postal
disruption:
(a) Notice by postage-prepaid mail will not be deemed to be given; and
(b) the Party giving Notice will provide Notice by email, personal delivery or
courier.
A16.0 CONSENT BY PROVINCE AND COMPLIANCE BY RECIPIENT
A16.1 Consent. When the Province provides its consent pursuant to the Agreement:
(a) it will do so by Notice;
(b) it may attach any terms and conditions to the consent; and
(c) the Recipient may rely on the consent only if the Recipient complies with
any terms and conditions the Province may have attached to the consent.
A17.0 SEVERABILITY OF PROVISIONS
A17.1 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.
A18.0 WAIVER
A18.1 Waiver Request. Either Party may, by Notice, ask the other Party to waive an
obligation under the Agreement.
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A18.2 Waiver Applies. If in response to a request made pursuant to section A18.1
(Waiver Request) a Party consents to a waiver, the waiver will:
(a) be valid only if the Party that consents to the waiver provides the consent
by Notice; and
(b) apply only to the specific obligation referred to in the waiver.
A19.0 INDEPENDENT PARTIES
A19.1 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.
A20.0 ASSIGNMENT OF AGREEMENT OR FUNDS
A20.1 No Assignment. The Recipient will not, without the prior written consent of the
Province, assign any of its rights or obligations under the Agreement.
A20.2 Agreement Binding. All rights and obligations contained in the Agreement will
extend to and be binding on:
(a) the Recipient’s successors, and permitted assigns; and
(b) the successors to Her Majesty the Queen in right of Ontario.
A21.0 GOVERNING LAW
A21.1 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.
A22.0 FURTHER ASSURANCES
A22.1 Agreement into Effect. The Recipient will:
(a) provide such further assurances as the Province may request from time to
time with respect to any matter to which the Agreement pertains; and
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 19 of 35
(b) 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.
A23.0 JOINT AND SEVERAL LIABILITY
A23.1 Joint and Several Liability. Where the Recipient is comprised of more than one
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.
A24.0 RIGHTS AND REMEDIES CUMULATIVE
A24.1 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.
A25.0 FAILURE TO COMPLY WITH OTHER AGREEMENTS
A25.1 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 payment of Funds for such period as the Province
determines appropriate.
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 20 of 35
A26.0 SURVIVAL
A26.1 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), paragraph
3.2(b), Articles 2.0 (Conflict or Inconsistency), 5.0 (Acknowledgment), and A1.0
(Interpretation and Definitions) and any other applicable definitions, paragraph
A2.1(a), sections A4.4 (SRA Phase 1 Contribution, Rebates, Credits and
Refunds), A5.1 (Disposal), A7.1 (Province Includes), A7.2 (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,
A7.3 (Record Maintenance), A7.4 (Records Review), A7.5 (Inspection and
Removal), A7.6 (Cooperation), A7.7 (No Control of Records), A7.8 (Auditor
General), Articles A8.0 (Communications Requirements) and A9.0 (Indemnity),
sections A11.2 (Consequences of Termination on Notice by the Province) and
A12.1 (Events of Default), paragraphs A12.2 (b), (c), (d), (e), (f), (g), (h) and (i),
Articles A13.0 (Funds Upon Expiry), A14.0 (Debt Due and Payment), A15.0
(Notice) and A17.0 (Severability of Provisions), section A20.2 (Agreement
Binding), Articles A21.0 (Governing Law), A23.0 (Joint and Several Liability), and
A24.0 (Rights and Remedies Cumulative), and this Article A26.0 (Survival).
A27.0 SPECIAL CONDITIONS
A27.1 Special Conditions. The Province’s funding under the Agreement is conditional
upon,
(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 execution of the Agreement by the Recipient;
(ii) the necessary information, including a void cheque or a blank letter,
to facilitate an electronic transfer to an interest-bearing account in
the name of the Recipient at a Canadian financial institution; and
(iii) the reporting form required for Phase 1 with the details on the use
of the SRA Phase 1 Contribution and a forecast of Eligible
Expenditures for the Eligibility Period; and
(b) the Recipient, together with its claim for payment and to promote ridership
growth and transit sustainability objectives, providing the Province with an
attestation that the Recipient:
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 21 of 35
(i) has engaged or will engage, as requested and in a manner to be
specified by the Province, including share information, with the
Province to determine the benefit of optional consolidated
procurement of specific COVID-19 pandemic related items;
(ii) has considered or will consider whether On-demand Microtransit, or
other service innovations, would better serve Low-performing Routes
or cancelled or new routes than traditional fixed-route service as part
of the Recipient’s regular service reviews;
(iii) has engaged or will engage, as requested and in a manner to be
specified by the Province, with the Province or Metrolinx, or both, on
lessons learned and capacity building to support future consideration
of On-demand Microtransit by the Recipient;
(iv) has participated or will participate, as requested and in a manner to
be specified by the Province, in discussions lead by the Province or
Metrolinx, or both, on improved fare and service integration and work
toward implementing options that would improve the rider
experience; and
(v) has requested in writing, provincial assistance in discussions to
transform transit delivery between neighboring municipal
governments, where there is a local interest and benefit to pursuing
structural reforms.
For greater certainty, if the Province provides any Funds to the Recipient
prior to any of the conditions set out in this Article A27.0 (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 A12.4 (Recipient Not
Remedying).
- END OF GENERAL TERMS AND CONDITIONS -
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 22 of 35
SCHEDULE “B”
CONTACT INFORMATION AND AUTHORIZED REPRESENTATIVES
Contact information for the
purposes of Notice to the
Province
Address: Strategic Investments Office
Ministry of Transportation
777 Bay, 30th Floor
Toronto, ON
M7A 2J8
Attention: Kevin Dowling, Manager, Strategic
Investments Office
Phone: (416) 859-7912
Email: kevin.dowling@ontario.ca
Contact information for the
purposes of Notice to the
Recipient
Address: 200 Broadway, Suite 204
Tillsonburg, ON
N4G 5A7
Attention: Michelle Smibert, Clerk
Phone: (519) 688-3009 x4040
Email: msmibert@tillsonburg.ca
Contact information for the
senior financial official in the
Recipient organization (e.g.,
CFO, CAO) – to respond as
required to requests from the
Province in respect of the
Agreement
Address: 200 Broadway, Suite 204
Tillsonburg, ON
N4G 5A7
Attention: Sheena Pawliwec, Director of
Finance/Treasurer
Phone: (519) 688-3009 x4011
Email: spawliwec@tillsonburg.ca
Authorized representative of
the Province for the purpose of
section 4.2 (Execution of
Amending Agreements)
Position: Director,
Municipal Programs Branch,
Ministry of Transportation
Authorized representative of
the Recipient for the purpose
of section 4.2 (Execution of
Amending Agreements)
Position: Clerk
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 23 of 35
SCHEDULE “C”
ELIGIBLE EXPENDITURES AND INELIGIBLE EXPENDITURES
C1.0 Definitions. In this Schedule “C” (Eligible Expenditures and Ineligible
Expenditures), the following terms will have the following meanings:
“MTEC” means the Municipal Transit Enhanced Cleaning (MTEC) funding
provided to Ontario municipalities for costs incurred related to the enhanced
cleaning of transit vehicles and any other public and non-public facing transit
assets resulting from the COVID-19 pandemic.
“Operating Budget” means the Recipient’s 2020 operating budget
which has been prepared and adopted by the Recipient as required by section
290(1) of the Municipal Act, 2001.
C2.0 ELIGIBLE EXPENDITURES
C2.1 Scope of Eligible Expenditures. Eligible Expenditures include, at the
Province’s sole discretion, the following Financial Impacts incurred during the
Eligibility Period:
Revenue Losses
(a) The following revenue losses measured against the Operating Budget (i.e.,
(revenue amount in the Operating Budget minus the actual revenue amount
during the Eligibility Period) minus the non-COVID-19 pandemic revenue
amount = the eligible revenue loss amount), that, in the opinion of the
Province, the Recipient properly and reasonably incurred as a result of the
COVID-19 pandemic will be considered Eligible Expenditures:
(i) farebox revenue losses;
(ii) advertising revenue losses;
(iii) parking revenue losses;
(iv) contract revenue losses; and
(v) any other revenue loss the Recipient incurred as a result of the
COVID-19 pandemic that, in the opinion of the Province, is
considered eligible.
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 24 of 35
Operating Costs
(b) The following operating costs measured against the Operating Budget (i.e.,
(operating costs amount in the Operating Budget minus the actual operating
costs amount during the Eligibility Period) minus the non-COVID-19
pandemic operating costs amount = the eligible operating costs amount)
that, in the opinion of the Province, the Recipient properly and reasonably
incurred and paid as a result of the COVID-19 pandemic will be considered
Eligible Expenditures:
(i) costs associated with vehicle cleaning, except for those for which
MTEC funds have been provided or claimed;
(ii) costs associated with changes in fuel consumption (e.g., increases
due to running additional buses or savings in consumption relating to
lower service levels than budgeted, or both);
(iii) costs associated with vehicle maintenance;
(iv) costs associated with transit facilities;
(v) costs resulting from existing contracts with expanded scope/new
contracts;
(vi) employee related costs (i.e., salaries, wages, benefits);
(vii) costs for employee personal protection equipment (e.g., face masks,
gloves, sanitizer);
(viii) costs for signage and other means of communications related to the
COVID-19 pandemic (e.g., social distance guidance); and
(ix) any other operating cost the Recipient incurred as a result of the
COVID-19 pandemic that, in the opinion of the Province, is
considered eligible.
Capital Costs
(c) The following capital costs that, in the opinion of the Province, the Recipient
properly and reasonably incurred and paid as a result of the COVID-19
pandemic, will be considered Eligible Expenditures:
(i) costs associated with installing driver protection barriers and other
protection measures for transit drivers;
(ii) costs associated with providing passenger protection equipment and
other passenger safety measures; and
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 25 of 35
(iii) any other capital cost the Recipient incurred as a result of the
COVID-19 pandemic that, in the opinion of the Province, is
considered eligible.
C3.0 INELIGIBLE EXPENDITURES
C3.1 Scope of Ineligible Expenditures. Unless a cost or a loss is considered an
Eligible Expenditure pursuant to section C2.1 (Scope of Eligible Expenditures),
such cost or loss will be considered an Ineligible Expenditure. Without limitation,
the following costs and loss will be considered Ineligible Expenditures:
(a) costs incurred outside of the Eligibility Period;
(b) costs not paid prior to having been submitted to the Province for payment;
(c) Recipient’s staff, including permanent and seasonal, salaries and travel
costs unless otherwise indicated in paragraph (b)(vi) of section C2.1
(Scope of Eligible Expenditures);
(d) legal, audit, or interest fees;
(e) costs for which MTEC funds have been provided or claimed;
(f) any operating or capital cost that, in the opinion of the Province, the
Recipient could not have properly and reasonably incurred or paid, or
both, during the Eligibility Period and as a result of the COVID-19
pandemic (i.e., excess purchases or stockpiling);
(g) any loss that, in the opinion of the Province, the Recipient could not have
properly and reasonably incurred during the Eligibility Period and as a
result of the COVID-19 pandemic;
(h) refundable Harmonized Sales Tax or other refundable expenses; and
(i) any other cost which is not specifically listed as an Eligible Expenditure
under section C2.1 (Scope of Eligible Expenditure) and which, in the
opinion of the Province, is considered ineligible.
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 26 of 35
SCHEDULE “D”
CLAIM AND ATTESTATION SUBMISSION,
SUPPORTING DOCUMENTATION AND PAYMENT PROCEDURES
D1.0 CLAIM AND ATTESTATION
D1.1 Claim and Attestation from the Recipient’s Senior Financial Official. The
Recipient will use the form in Sub-schedule “D.1” (Claim and Attestation Form)
for the submission of its claim for payment.
D2.0 SUPPORTING DOCUMENTATION
D2.1 Report on Expenditures and Additional Report and Information. The
Recipient will, together with the claim form described in section D1.1 (Claim and
Attestation from the Recipient’s Senior Financial Official), submit the following
supporting documentation with its claim for payment:
(a) a report on expenditures using the form in Appendix A (Form of Report on
Expenditures) to Sub-schedule “D.1” (Claim and Attestation Form); and
(b) any additional reports or information, or both, the Province may request at
its sole discretion and in a form provided by the Province.
D3.0 PAYMENT PROCEDURES
D3.1 Submission of Claim for Payment and Required Documentation. The
Recipient will submit its claim for payment, together with the supporting
documentation set out in section D1.1 (Claim and Attestation from the Recipient’s
Senior Financial Official) and section D2.1 (Report on Expenditures and
Additional Report and Information) on or before May 31, 2021, or at a later date
upon Notice from the representative of the Province on the signature page above
or in Schedule “B” (Contact Information and Authorized Representatives).
D3.2 Claim Payments. Subject to the terms and conditions set out in the Agreement
and if due and owing under the Agreement, the Province will use its reasonable
efforts to make the payment to the Recipient for the claim submitted pursuant to
section D3.1 (Submission of Claim for Payment and Required Documentation) in
a timely manner.
D3.3 No Interest. The Province will under no circumstances be liable for interest for
failure to make a payment within the time limit provided for in section D3.2 (Claim
Payments).
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 27 of 35
D3.4 No Obligation to Pay. For greater clarity and without limitation to any other right
of the Province, the Province will have no obligation to pay a claim if it does not
meet the terms and conditions of the Agreement including, without limitation, if
the claim is missing any of the required supporting documentation or is submitted
after May 31, 2021, or at a later date upon Notice from the representative of the
Province on the signature page above or in Schedule “B” (Contact Information
and Authorized Representatives), or both.
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 28 of 35
SUB-SCHEDULE “D.1”
CLAIM AND ATTESTATION FORM
TO: Ministry of Transportation
Transportation Programs Office
Attention: Manager, Transportation Programs Office
Email: MTO-COVID_Transit_Funding@ontario.ca
FROM: [Insert name of Recipient]
Attention: [insert name and title of Recipient senior
official]
Telephone No.: [insert telephone number of Recipient senior
official]
RE: Safe Restart Agreement – Phase 2 Municipal Transit Funding
In the matter of the Safe Restart Agreement (SRA) – Phase 2 Municipal Transit Funding
entered into between Her Majesty the Queen in right of Ontario, represented by the
Minister of Transportation for the Province of Ontario, and the [insert the legal name of
the Recipient] (the “Recipient”), on ____________, _____ (the “Agreement).
I, ____________________ [insert the name and title of the Recipient’s senior
official], an authorized representative of the Recipient, having made such inquiries as I
have deemed necessary for this attestation, hereby certify that to the best of my
knowledge, information and belief.
On the date set out below:
1) all representations and warranties contained in Article A2.0 (Representations,
Warranties, and Covenants) of Schedule “A” (General Terms and Conditions) to
the Agreement are true and correct.
2) the Recipient is in compliance with all the terms and conditions of the Agreement.;
3) the information in respect of the Eligible Expenditures that is contained in the
attached Appendix A (Report on Expenditures) is true and correct.
4) the Eligible Expenditures claimed in the attached Appendix A (Report on
Expenditures) have:
(a) in respect of the losses, been incurred during the Eligibility Period;
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 29 of 35
(b) in respect of the operating and capital costs, been incurred during the
Eligibility Period;
(c) have only been expended on Financial Impacts as defined in section A1.2
(Definitions) of the Agreement;
(d) have not been and will not be funded or reimbursed through any other
funding program; and
(e) have not replaced the budgeted subsidy that the Recipient provides to transit
operations.
5) the Recipient has not received and will not receive SRA Phase 1 Contribution, a
rebate, credit or refund for any Eligible Expenditures claimed or, if it did, those
were deducted from the Eligible Expenditures claimed.
6) the Recipient is in compliance with all of the reporting requirements of the
Agreement.
7) the Recipient:
(a) has engaged or will engage, as requested and in a manner to be specified by
the Province, including share information, with the Province to determine the
benefit of optional consolidated procurement of specific COVID-19 pandemic
related items;
(b) has considered or will consider whether On-demand Microtransit, or other
service innovations, would better serve Low-performing Routes, cancelled or
new routes than traditional fixed-route service as part of the Recipient’s
regular service reviews;
(c) has engaged or will engage, as requested and in a manner to be specified by
the Province, with the Province or Metrolinx, or both, on lessons learned and
capacity building to support future consideration of On-demand Microtransit
by the Recipient;
(d) has participated or will participate, as requested and in a manner to be
specified by the Province, in discussions lead by the Province or Metrolinx, or
both, on improved fare and service integration and work toward implementing
options that would improve the rider experience; and
(e) has requested, in writing, provincial assistance in discussions to transform
transit delivery between neighboring municipal governments, where there is a
local interest and benefit to pursuing structural reforms.
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 30 of 35
By signing below, I hereby claim payment in the amount of $ _________, on behalf of
the Recipient, on account of the Province’s contribution towards the Eligible
Expenditures of the Agreement.
Declared at ____________ (city), in the Province of Ontario, this _________ day of
______________, 20_____.
(Signatures)
_____________________________
Name:
Title:
I have authority to bind the Recipient.
Town of Tillsonburg and Ontario SRA Phase 2 TPA
APPENDIX A
FORM OF REPORT ON EXPENDITURES
TO
SUB-SCHEDULE “D.1” (CLAIM AND ATTESTATION FORM)
Safe Restart Agreement (SRA) Phase 2 Municipal Transit Funding
Expenditure Report for the Eligibility Period
Date:
Recipient's
Name:
Total
Funds
Allocated:
Total
Funds
Claimed:
Remaining
Allocation:
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 32 of 35
See Schedule "C" (Eligible
Expenditures & Ineligible
Expenditures, including
Articles C2.0 (Eligible
Expenditures) & C 3.0
(Ineligible Expenditures) for
details on Eligible
Expenditures & Ineligible
Expenditures
October
2020
November
2020
December
2020
January
2021
February
2021
March
2021
[Note: If the
Eligibility Period
is extended
pursuant to
section 1.2
(Definitions) of
the Agreement,
add a new
column for each
additional
month]
Total
Revenue
Losses
Farebox
Advertising
Parking
Contracts (e.g.,
school)
Other
Revenue1
Operating
Costs
Vehicle
Cleaning2
Changes in
Fuel
Consumption
Vehicle
Maintenance
Transit
Facilities
Existing
Contracts with
Expanding
Scope/New
Contracts
Employee
Employee PPE
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 33 of 35
Communicatio
ns
Other
Operating
Costs3
Capital Costs
Driver
Protection
Passenger
Protection
Other Capital
Costs 4
Net Monthly Impact -
Pressure/(Savings):
Cumulative Impact -
Pressure/(Savings):
1Other revenue impacts beyond those listed above
2Cleaning costs beyond costs reimbursed through Municipal Transit Enhancement Cleaning funding
3Additional COVID related operating costs beyond those listed above
4See workbook tab and/or comments for details
The Recipient attests to the following conditions from the drop-down menu, as outlined in Schedule A (General Terms and Conditions), paragraph 27.1(b)
of the Transfer Payment Agreement,
Condition Select
Has engaged or will engage, as requested and in a
manner to be specified by the Province, including share
information, with the Province to determine the benefit of
optional consolidated procurement of specific COVID-19
pandemic related items.
Has considered or will consider whether On-demand
Microtransit, or other service innovations, would better
serve low-performing, cancelled or new routes than
traditional fixed-route service as part of the Recipient’s
regular service reviews.
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 34 of 35
Has engaged or will engage, as requested and in a
manner to be specified by the Province, with the Province
or Metrolinx, or both, on lessons learned and capacity
building to support future consideration of On-demand
Microtransit by the Recipient.
Has participated or will participate, as requested and in a
manner to be specified by the Province, in discussions
lead by the Province or Metrolinx, or both, on improved
fare and service integration and work toward
implementing options that would improve the rider
experience.
Has requested, in writing, provincial assistance in
discussions to transform transit delivery between
neighboring municipal governments, where there is a
local interest and benefit to pursuing structural reforms.
Results Achieved with Provincial Funding:
Additional Comments:
Conclusion:
Town of Tillsonburg and Ontario SRA Phase 2 TPA Page 35 of 35
Recommended for payment:
Date:
[insert/print the name and title of the Recipient’s
authorized representative]
Recommended for payment:
Date:
[insert/print the name of the
Director]
Director, Ministry of Transportation