3584 Schedule _A_ Agreement for the offsetting of costs for the provision of CSPT (Court Security Prisoner Transportation) ServicesTHE AGREEMENT effective as of the I5t day of January, 2012.
BETWEEN:
WHEREAS:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as
represented by the Minister of Community Safety and
Correctional Services
(the "Ministry")
and-
Town ofTillsonburg
(the "Recipient")
A. The Ministry has established the Court Security Prisoner Transportation
( CSPT) Program (the "Program") to assist municipalities in offsetting their
costs of providing CSPT services in their jurisdictions;
AND WHEREAS:
B. The Recipient is a municipality which provides security for court premises
during hours of court operations and security of persons attending court;
and transports prisoners and custodial minors (i.e., persons between twelve
and seventeen years of age) between correctional institutions, custodial
facilities and court locations for the purposes of court attendance;
C. Funding will be provided based on the municipality's relative share of the
total provincial court security-related costs, as confirmed in the 2010 Court
Security Information Survey.
NOW THEREFORE in consideration of the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are expressly acknowledged, the Parties agree as follows:
ARTICLE 1 --INTERPRETATION AND DEFINITIONS
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 background and the headings do not form part of the
Agreement; they are for reference only and shall not affect the
interpretation of the Agreement;
(d) any reference to dollars or currency shall be to Canadian dollars and
currency; and
(e) "include", "includes" and "including" shall not denote an exhaustive
list.
1.2 Definitions. In the Agreement, the following terms shall have the
following meanings:
"Agreement" means this agreement entered into between the Ministry and
the Recipient and includes all of the schedules listed in section 28.I and any
amending agreement entered into pursuant to section 34.2.
"BPSAA" means the Broader Public Sector Accountability Act, 2010
(Ontario), including any directives issued pursuant to that Act.
"Court Security and Prisoner Transportation Services" means the
services and activities eligible for funding, as set out in Schedule "B".
"Expiry Date" means December 3I, 2014.
"Effective Date" means the date set out at the top of the Agreement.
"Event of Default" has the meaning ascribed to it in section I4.I.
"Force Majeure" has the meaning ascribed to it in Article 26.
"Funding Period" means: the period commencing on the Effective Date
and ending on the Expiry Date.
"Funding Year" means any of Funding Years I, 2 or 3·
"Funding Year t" means January 1, 2012 through December 31, 2012.
"Funding Year 2" means January I, 20I3 through December 31, 2013.
"Funding Year 3" means January I, 2014 through December JI, 2014.
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"Funds" means the money the Ministry provides to the Recipient pursuant
to the Agreement.
"Indemnified Parties" means her Majesty the Queen in right of Ontario,
her ministers, agents, appointees and employees.
"Maximum Funds" means $8,045.43 for Funding Year 1, $16,o90.85 for
Funding Year 2 and $24,136.28 for Funding Year 3·
"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, and includes any such period or
periods of time by which the Ministry considers it reasonable to extend that
time.
"Parties" means the Ministry and the Recipient and "Party'' means either
one ofthem.
"Project" means the undertaking described in Schedule "A".
"Project Completion Date" means the date for completion of the Project,
as set out in section 3.1.
"Report" means the report described in Schedule "C".
"Timelines" means the dates and times set out in Schedule "A".
ARTICLE 2--REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1 General. The Recipient represents, warrants and covenants that:
(a) it is a validly existing legal entity with full power to fulfill its
obligations under the Agreement;
(b) it has the experience and expertise necessary to carry out the Project;
and
(c) unless otherwise provided for in the Agreement, any information the
Recipient provided to the Ministry in support of its request for funds
was true and complete at the time the Recipient provided it.
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2.2 Execution of Agreement. The Recipient represents and warrants that:
(a) it has the full power and authority to enter into the Agreement; and
(b) it has taken all necessary actions to authorize the execution of the
Agreement.
2.3 Governance. The Recipient represents, warrants and covenants that upon
execution and for the period during which the Agreement is in effect, it:
(a) a code of conduct and ethical responsibilities for all persons at all
levels of the Recipient's organization;
(b) procedures to ensure the ongoing effective functioning of the
Recipient;
(c) decision-making mechanisms;
(d) procedures to provide for the prudent and effective management of
the Funds;
(e) procedures to enable the successful completion of the Project;
(f) procedures to enable the timely identification of risks to the
completion of the Project and strategies to address the identified
risks;
(g) procedures to enable the preparation and delivery of all Reports
required pursuant to Article 7; and
(h) procedures to deal with such other matters as the Recipient
considers necessary to ensure that the Recipient carries out its
obligations under the Agreement.
2.4 Supporting Documentation. Upon request, the Recipient shall provide
the Ministry with proof of the matters referred to in this Article 2.
ARTICLE 3 --TERM OF THE AGREEMENT
3.1 Term. The term of the Agreement shall commence on the Effective Date
and shall expire on the Expiry Date of December 31 2014, unless terminated
earlier pursuant to Articles 12, 13 or 14.
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ARTICLE 4 --FUNDS AND CARRYING OUT THE PROJECT
4.1 Funds Provided. The Ministry shall:
(a) provide the Recipient Funds up to the Maximum Funds for the
purpose of carrying out the Project;
(b) provide the Funds directly to the Recipient through transfer
payments in accordance with the payment schedule attached to the
Agreement as Schedule "A"; 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.
4.2 Limitation on Payment of Funds. Despite section 4.1:
(a) the Ministry is not obligated to provide any Funds to the Recipient
until the Recipient provides the insurance certificate or other proof
as provided for in section 11.2;
(b) the Ministry is not obligated to provide Funds until it is satisfied
with the Financial Reports;
(c) the Ministry may adjust the amount of Funds it provides to the
Recipient in any Funding Year based upon the Ministry's assessment
of the information provided by the Recipient pursuant to section 7.1;
and
(d) if the Recipient identifies that the Funds for the Funding Year are
not expected to be used for the funding purposes, the Ministry may
reallocate the Funds to other municipalities; and
(e) if, pursuant to the provisions of the Financial Administration Act
(Ontario), the Ministry does not receive the necessary appropriation
from the Ontario Legislature for payment under the Agreement, the
Ministry is not obligated to make any such payment, and, as a
consequence, the Ministry may:
(i) reduce the amount of the Funds and, in consultation with
tht; Rt;,ipit;nt, 'hiiingt; tht; Projt;,t; or
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(ii) terminate the Agreement pursuant to section 13.1.
4·3 Use of Funds and Project. The Recipient shall:
(a) carry out the Project:
(i) in accordance with the terms and conditions of the Agreement;
and
(ii) in compliance with all federal and provincial laws and
regulations, all municipal by-laws, and any other orders, rules
and by-laws related to any aspect of the Project;
(b) use the Funds only for the purpose of carrying out the Project.
4·4 No Changes. The Recipient shall not make any changes to the Project, the
Timelines and/ or the Funds without the prior written consent of the
Ministry.
4·5 Interest Bearing Account. If the Ministry provides Funds to the Recipient
prior to the Recipient's immediate need for the Funds, the Recipient shall
place the Funds in an interest bearing account in the name of the Recipient
at a Canadian financial institution.
4.6 Interest. If the Recipient earns any interest on the Funds:
(a) the Ministry may deduct an amount equal to the interest from any
further instalments of Funds; or
(b) the Recipient shall pay an amount equal to the interest to the
Ministry as directed by the Ministry.
4·7 Maximum Funds. The Recipient acknowledges that the Funds available to
it pursuant to the Agreement shall not exceed the Maximum Funds.
4.8 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, less any costs (including taxes) for which the Recipient has
received, will receive, or is eligible to receive, a rebate, credit or refund.
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ARTICLE 5 --ACQUISITION OF GOODS AND SERVICES
5.1 Acquisition. Subject to section 31.1, if the Recipient acquires supplies,
equipment or services with the Funds, it shall do so through a process that
promotes the best value for money.
ARTICLE 6 --CONFLICT OF INTEREST
6.1 No Conflict of Interest. The Recipient shall carry out the Project and use
the Funds without an actual, potential or perceived conflict of interest.
6.2 Conflict of Interest Includes. For the purposes of this Article, 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 and the use of the Funds.
6.3 Disclosure to Ministry. The Recipient shall:
(a) disclose to the Ministry, without delay, any situation that a reasonable
person would interpret as either an actual, potential or perceived
conflict of interest; and
(b) comply with any terms and conditions that the Ministry may prescribe
as a result of the disclosure.
ARTICLE 7 --REPORTING, ACCOUNTING AND REVIEW
7.1 Preparation and Submission. The Recipient shall:
(a) submit to the Ministry at the address provided in section 18.1,
Reports, as set out in Schedule C, in accordance with the Timelines
and requirements set out in Schedule A.
(b) submit to the Ministry at the address provided in section 18.1, any
other reports as may be requested by the Ministry in accordance
with the Timelines and content requirements specified by the
Ministry;
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(c) ensure that all Reports and other reports are completed to the
satisfaction of the Ministry; and
(d) ensure that all Reports and other reports are signed on behalf of the
Recipient by an authorized signing officer.
7.2 Record Maintenance. The Recipient shall keep and maintain:
(a) all financial records (including invoices) relating to the Funds or
otherwise to the Project in a manner consistent with generally
accepted accounting principles; and
(b) all non-financial documents and records relating to the Funds or
otherwise to the Project.
7·3 Inspection. The Ministry, its authorized representatives or an independent
auditor identified by the Ministry 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 review the progress of the Project and the
Recipient's expenditure of the Funds and, for these purposes, the Ministry,
its authorized representatives or an independent auditor identified by the
Ministry may:
(a) inspect and copy the records and documents referred to in section
7.2; and
(b) conduct an audit or investigation of the Recipient in respect of the
expenditure of the Funds and/or the Project.
7·4 Disclosure. To assist in respect of the rights set out in section 7·3· the
Recipient shall disclose any information requested by the Ministry, its
authorized representatives or an independent auditor identified by the
Ministry, and shall do so in a form requested by the Ministry, its authorized
representatives or an independent auditor identified by the Ministry, as the
case maybe.
7·5 No Control of Records. No provision of the Agreement shall be construed
so as to give the Ministry any control whatsoever over the Recipient's
records.
7.6 Auditor General. For greater certainty, the Ministry's rights under this
Article are in addition to any rights provided to the Auditor General
pursuant to section 9.1 of the Auditor General Act (Ontario).
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ARTICLE 8 -CREDIT AND PUBLICITY
8.1 Acknowledge Support. Unless otherwise directed by the Ministry, the
Recipient shall, in a form approved by the Ministry, acknowledge the
support of the Ministry in any publication of any kind, written or oral,
relating to the Project, including for greater certainty, press releases,
published reports, radio and television programs and public meetings, using
the following standard:
"This Project has been made possible by a grant from the
Ministry of Community Safety and Correctional Services."
8.2 Prior Written Approval. The Recipient agrees to obtain prior written
approval from the Ministry before using any Government of Ontario or
Ministry logo or symbol in any communications including press releases,
published reports, television programs, public or private meetings, or in any
other type of promotional material, relating to the Project or this
Agreement.
8.3 Publication. The Recipient shall indicate, in any of its publications, of any
kind, relating to the Project, that the views expressed in the publication are
the views of the Recipient and do not necessarily reflect those of the
Ministry.
ARTICLE 9 --FREEDOM OF INFORMATION AND PROTECTION OF
PRIVACY
9.1 PIPPA. The Recipient acknowledges that the Ministry is bound by the
Freedom of Information and Protection of Privacy Act (Ontario) and that any
information provided to the Ministry in connection with the Project or
otherwise in connection with the Agreement may be subject to disclosure in
accordance with that Act.
ARTICLE 10 --INDEMNITY
10.1 Indemnification. The Recipient hereby agrees to indemnify and hold
harmless the Indemnified Parties from and against any and all liability, loss,
costs, damages and expenses (including legal, expert and consultant fees),
causes of action, actions, claims, demands, lawsuits or other proceedings,
by whomever made, sustained, incurred, brought or prosecuted, in any way
arising out of or in connection with the Project or otherwise in connection
with the Agreement, unless solely caused by the negligence or wilful
misconduct of the Ministry.
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ARTICLE n --INSURANCE
11.1 Recipient's Insurance. The Recipient represents and warrants that it has,
and shall maintain for the term of the Agreement, 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 five million dollars (Ss,ooo,ooo) per
occurrence. The policy shall 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, termination or material
change.
11.2 Proof of Insurance. The Recipient shall provide the Ministry with
certificates of insurance, or other proof as may be requested by the
Ministry, that confirms the insurance coverage as provided for in section
11.1. Upon the request of the Ministry, the Recipient shall make available to
the Ministry a copy of each insurance policy.
ARTICLE 12 --TERMINATION ON NOTICE
12.1 Termination on Notice. The Ministry may terminate the Agreement at
any time upon giving at least sixty (6o) days Notice to the Recipient.
12.2 Consequences of Termination on Notice by the Ministry. If the
Ministry terminates the Agreement pursuant to section 12.1, the Ministry
may:
(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/ or
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(c) determine the reasonable costs for the Recipient to wind down the
Project, and:
(i) permit the Recipient to offset the costs determined pursuant to
section 12.2(c), against the amount owing pursuant to section
12.2(b); and/or
(ii) subject to section 4.7, provide Funds to the Recipient to cover
the costs determined pursuant to section 12.2(c).
ARTICLE 13 --TERMINATION WHERE NO APPROPRIATION
13.1 Termination Where No Appropriation. If, as provided for in section 4.2(d),
the Ministry does not receive the necessary appropriation from the Ontario
Legislature for any payment the Ministry is to make pursuant to the
Agreement, the Ministry may terminate the Agreement immediately by
giving Notice to the Recipient.
13.2 Consequences of Termination Where No Appropriation. If the Ministry
terminates the Agreement pursuant to section 13.1, the Ministry may:
(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/or
(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 section 13.2(b).
13.3 No Additional Funds. For purposes of clarity, if the costs determined
pursuant to section 13.2(c) exceed the Funds remaining in the possession or
under the control of the Recipient, the Ministry shall not provide additional
Funds to the Recipient.
ARTICLE 14 --EVENT OF DEFAULT, CORRECTIVE ACTION AND
TERMINATION FoR DEFAULT
14.1 Events of Default. Each of the following events shall constitute an Event
of Default:
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(a) in the opinion of the Ministry, 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; and/or
(iii) provide, in accordance with section 7.1, Reports or such other
reports as may have been requested pursuant to section 7.1(b);
(b) the Recipient's operations, or its organizational structure, changes
such that it no longer meets one or more of the applicable eligibility
requirements of the program under which the Ministry provides the
Funds;
(c) the Recipient makes an assignment, proposal, compromise, or
arrangement for the benefit of creditors, or is petitioned into
bankruptcy, or files for the appointment of a receiver;
(d) the Recipient ceases to operate; and
(e) an event of Force Majeure that continues for a period of 6o days or
more.
14.2 Consequences of Events of Default and Corrective Action. If an Event
of Default occurs, the Ministry may, at any time, take one or more of the
following actions:
(a) initiate any action the Ministry 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 Ministry
determines appropriate;
(d) reduce the amount of the Funds;
(e) cancel all further installments of Funds;
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(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 not use in accordance with the Agreement;
(h) demand the repayment of an amount equal to any Funds the
Ministry provided to the Recipient; and/or
(i) terminate the Agreement at any time, including immediately, upon
giving Notice to the Recipient.
14.3 Opportunity to Remedy. If, in accordance with section 14.2(b), the
Ministry provides the Recipient with an opportunity to remedy the Event of
Default, the Ministry shall provide Notice to the Recipient of:
(a) the particulars of the Event of Default; and
(b) the Notice Period.
14-4 Recipient not Remedying. If the Ministry has provided the Recipient with
an opportunity to remedy the Event of Default pursuant to section 14.2(b),
and:
(a) the Recipient does not remedy the Event of Default within the
Notice Period;
(b) it becomes apparent to the Ministry 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 Ministry,
the Ministry may extend the Notice Period, or initiate any one or more of
the actions provided for in sections 14.2(a), (c), (d), (e), (f), (g), (h) and (i).
14-5 When Termination Effective. Termination under this Article shall take
effect as set out in the Notice.
ARTICLE 15 --FUNDS AT THE END OF A FUNDING YEAR
15.1 Funds at the End of a Funding Year. Without limiting any rights of the
Ministry under Article 14, if the Recipient has not spent all of the Funds
allocated for the Funding Year, the Ministry may:
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(a) demand the return of the unspent Funds; or
(b) adjust the amount of any further instalments of Funds accordingly.
ARTICLE t6 --FUNDS UPON EXPIRY
16.1 Funds upon Expiry. The Recipient shall, upon expiry of the Agreement,
return to the Ministry any Funds remaining in its possession or under its
control.
ARTICLE 17 --REPAYMENT
17.1 Debt Due. If:
(a) the Ministry demands the payment of any Funds or any other money
from the Recipient; or
(b) the Recipient owes any Funds or any other money to the Ministry,
whether or not their return or repayment has been demanded by the
Ministry,
such Funds or other money shall be deemed to be a debt due and owing to
the Ministry by the Recipient, and the Recipient shall pay or return the
amount to the Ministry immediately, unless the Ministry directs otherwise.
17.2 Interest Rate. The Ministry 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.
17·3 Payment of Money to Ministry. The Recipient shall pay any money owing
to the Ministry by cheque payable to the "Ontario Minister of Finance" and
mailed to the Ministry at the address provided in section 18.1.
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ARTICLE 18 --NOTICE
18.1 Notice in Writing. Notices and communications shall be in writing and
shall be delivered by email, postage-prepaid mail, personal delivery or fax,
and shall be addressed to the Ministry Contact and the Recipient,
respectively, as set out below, or as either Party later designates to the other
by Notice:
To the Ministry:
External Relations Branch
Public Safety Division
Ministry of Community Safety and
Correctional Services
12th Floor, 25 Grosvenor Street
Toronto ON M7A 2H3
Attention:
Mr. Oscar Mosquera
Manager, Program Development Section
Fax: 416-314-3092
E-mail: Oscar.Mosquera@ontario.ca
To the Recipient:
Town ofTillsonburg
200 Broadway
2nd Floor
Tillsonburg ON N4G 5A7
Attention:
Ms. Kelley Coulter
Chief Administrative Officer
Fax: 519-842-9431
Email: kcoulter@town.tillsonburg.on.ca
18.2 Notice Given. Notice shall be deemed to have been received:
(a) in the case of postage-prepaid mail, seven days after a Party mails the
Notice; or
(b) in the case of email, personal delivery or fax, at the time the other
Party receives the Notice.
18.3 Postal Disruption. Despite section 18.2(a), in the event of a postal
disruption:
(a) Notice by postage-prepaid mail shall not be deemed to be received;
and
(b) the Party giving Notice shall provide Notice by email, personal
delivery or by fax.
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ARTICLE 19 --CONSENT BY MINISTRY
19.1 Consent. The Ministry may impose any terms and/ or conditions on any
consent the Ministry may grant pursuant to the Agreement.
ARTICLE 20 --SEVERABILITY OF PROVISIONS
20.1 Invalidity or Unenforceability of Any Provision. The invalidity or
unenforceability of any provision of the Agreement shall not affect the
validity or enforceability of any other provision of the Agreement. Any
invalid or unenforceable provision shall be deemed to be severed.
ARTICLE 21--WAIVER
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 18. Any waiver must refer to a specific failure to
comply and shall not have the effect of waiving any subsequent failures to
comply.
ARTICLE 22--INDEPENDENT PARTIES
22.1 Parties Independent. The Recipient acknowledges that it is not an agent,
joint venturer, partner or employee of the Ministry, and the Recipient shall
not take any actions that could establish or imply such a relationship.
ARTICLE 23 --ASSIGNMENT OF AGREEMENT OR FUNDS
23.1 No Assignment. The Recipient shall not assign any part of the Agreement
or the Funds without the prior written consent of the Ministry.
23.2 Agreement to Extend. All rights and obligations contained in the
Agreement shall extend to and be binding on the Parties' respective heirs,
executors, administrators, successors and permitted assigns.
ARTICLE 24--GOVERNING LAW
24.1 Governing Law. The Agreement and the rights, obligations and relations
of the Parties shall be governed by and construed in accordance with the
laws of the Ministry of Ontario and the applicable federal laws of Canada.
Any actions or proceedings arising in connection with the Agreement shall
be conducted in Ontario.
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24.2 BPSAA. For the purposes of clarity, if the Recipient is subject to the BPSAA
and there is a conflict between any of the requirements of the Agreement
and the requirements of the BPSAA, the BPSAA shall prevail.
ARTICLE 25 --FURTHER ASSURANCES
25.1 Agreement into Effect. The Recipient shall 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.
ARTICLE 26--CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY
26.1 Force Majeure. Subject to section 26.3, Force Majeure means an event
that:
(a) is beyond the reasonable control of a Party; and
(b) makes a Party's performance of its obligations under the Agreement
impossible, or so impracticable as reasonably to be considered
impossible in the circumstances.
26.2 Force Majeure Includes. Force Majeure includes:
(a) infectious diseases, war, riots and civil disorder;
(b) storm, flood, earthquake and other severely adverse weather
conditions;
(c) lawful act by a public authority; and
(d) strikes, lockouts and other labour actions,
if such events meet the test set out in section 26.1.
26.3 Force Majeure Shall Not Include. Force Majeure shall not include:
(a) any event that is caused by the negligence or intentional action of a
Party or such Party's agents or employees; or
(b) any event that a diligent Party could reasonably have been expected
to:
(i) take into account at the time of the execution of the
Agreement; and
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(ii) avoid or overcome in the carrying out of its obligations under
the Agreement.
26-4 Failure to Fulfil Obligations. Subject to section 14.1(e), the failure of
either Party to fulfil any of its obligations under the Agreement shall not be
considered to be a breach of, or Event of Default under, the Agreement to
the extent that such failure to fulfill the obligation arose from an event of
Force Majeure, if the Party affected by such an event has taken all
reasonable precautions, due care and reasonable alternative measures, all
with the objective of carrying out the terms and conditions of the
Agreement.
ARTICLE 27 --SURVIVAL
27.1 Survival. The provisions in Article 1, any other applicable definitions,
sections 4.6(b), 7.1 (to the extent that the Recipient has not provided the
Reports, respecting the Reports required after the Funding Period in
accordance with the Due Dates set out in Schedule A, or other reports as
may be requested by the Ministry to the satisfaction of the Ministry), 7.2,
7.3, 74, 7.5, 7.6, Articles 8 and 10, sections 12.2, 13.2, 13.3, 14.1, 14.2(d), (e), (f),
(g) and (h), Articles 16, 17, 18, 20, 24, 27, 28, 29, 30, 31 and 32, 33 and 34, 35
Schedule A, and all applicable cross-referenced provisions and schedules
shall continue in full force and effect for a period of seven years from the
date of expiry or termination of the Agreement.
ARTICLE 28 --SCHEDULES
28.1 Schedules. The Agreement includes the following schedules:
(a) Schedule "A"-Terms of Reference;
(b) Schedule "B" -Court Security and Prisoner Transportation Services
and Activities Eligible for Funding
(c) Schedule "C"-Annual Financial Report;
ARTICLE 29 --FURTHER FUNDS
29.1 Further Funds. It is agreed and understood that the provision of the Funds
in no way commits or obligates the Ministry to provide other or additional
payments now or in the future.
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ARTICLE 30 --INSPECTION
30.1 Inspection. The Ministry reserves the right to inspect any aspect of the
Project at any time.
ARTICLE 31--MANAGEMENT BOARD/TREASURY BOARD APPROVAL
31.1 Management Board Approval. This Agreement may be subject to
approval by the Management Board/Treasury Board Secretariat of the
Government of Ontario.
ARTICLE 32 --JOINT AND SEVERAL LIABILITY
32.1 Joint and Several Liability. Where the Recipient is comprised of more
than one entity, all such entities shall be jointly and severally liable to the
Ministry for the fulfillment of the obligations of the Recipient under the
Agreement.
ARTICLE 33 --RIGHTS AND REMEDIES CUMULATIVE
33.1 Rights and Remedies Cumulative. The rights and remedies of the
Ministry 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.
ARTICLE 34 --ENTIRE AGREEMENT
34.1 Entire Agreement. 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.
34.2 Modification of Agreement. The Agreement may only be amended by a
written agreement duly executed by the Parties.
Article 35--FAILURE TO COMPLY WITH OTHER AGREEMENTS
35.1 Other Agreements. If the Recipient:
(a) has failed to comply (a "Failure") with any term, condition or
obligation under any other agreement with Her Majesty the Queen
in right of Ontario or a Crown agency;
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(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 Ministry may suspend the payment of Funds for such period as the
Ministry determines appropriate.
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THE PARTIES HAVE EXECUTED THE AGREEMENT ON THE DATES SET OUT
BELOW.
~lAR ·1 3 2012
Date
·-r .... 1 •"') o ; .L, ~ (A,-, ry ._.L.V ! -
Date
~'•"'" ( ~ ; . l ,,,., c l,.. ,~k
Print Witness Name
HER MAJES1Y THE QUEEN IN RIGHT
OF ONTARIO as represented by the
Minister of Community Safety and
Correctional Services
per:
Name:
,..........~.q.u.Jry r the Ministry
OS lR MOSQUERA
MANAGER
PROGRAM DEVELOPMENT
SECTION
Town of Tillsonburg
per:
Position: Jv\ '"·I , •:'\ "'f01C
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SCHEDULE "A"
TERMS OF REFERENCE
t) PROJECT DESCRIPTION
The Ministry has established the Program to provide Funds to assist
municipalities in offsetting their costs of providing CSPT services in their
jurisdictions.
Funding will be provided based on each municipality's relative share of the
total provincial court security-related costs, as confirmed in the 2010 Court
Security Information Survey.
The Recipient will provide security of persons taking part in or attending court
proceedings, and provide security of the premises during the hours that judges
and members of the public are normally present. Further, the Recipient will
transport prisoners and custodial minors (i.e., 12-17 years old) between
correctional institutions and/ or custodial facilities and court locations for the
purposes of attending trial;
2) PAYMENT AND REPORTING SCHEDULE
Funding Year 1 -January 1, 2012 to December 31, 2012:
A. First instalment: $2,011.36 will be paid on receipt of the executed Agreement.
B. Second instalment: $6,o34.07 will be paid to the Recipient in April, by the
end of the month.
Funding Year 2 -January 1, 2013 to December 31, 2013:
A. First instalment: $4,022.71 will be paid to the Recipient in January, by the
end of the month.
B. Second instalment: $u,o68.14 will be paid to the Recipient following the
Ministry's approval of Schedule C for Funding Year 1 -which must be
received by the Ministry by April15, 2013.
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Funding Year 3 -January 1, 2014 to December 31, 2014:
A. First instalment: $6,o34.o7 will be paid to the Recipient in January, by the
end of the month.
B. Second instalment: $18,102.21 will be paid to the Recipient following the
Ministry's approval of Schedule C for Funding Year 2-which must be
received by the Ministry by April15, 2014.
C. The Recipient must submit Schedule C for Funding Year 3 to the Ministry
by April15, 2015.
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SCHEDULE "B"
CSPT SERVICES AND ACTMTIES ELIGIBLE FOR FUNDING
A. COURT SECURITY includes:
1. Facility Perimeter Security
Costs associated with external and/or internal police presence during regular or non-
regular hours to secure the perimeter of the facility, to respond to a specific threat or
for high-profile matters.
2. Courtroom Security
Costs associated with the presence of police staff in the courtroom to ensure the safety
and security of the proceedings and attendees.
3· General Courthouse Security Presence
Costs associated with the use of screening stations staffed by police services to screen
all public visitors to the courthouse, including the use of magnetometers and x-ray
machines, and police staff assigned to perform roving patrols of the court facility.
4· Prisoner Movement in Courthouse
Costs associated with monitoring the movement of prisoners between holding cells
and other areas within the courthouse.
5· Prisoner Guarding in Holding Cells
Costs associated with guarding and monitoring of prisoners brought to court for trial
and held in courthouse holding cells (where applicable).
6. Prisoner Feeding
Costs associated with the provision of meals to prisoners required while in the custody
oflocal police services for the purpose of attending court.
B. PRISONER TRANSPORTATION includes:
1. Prisoner Transport
Costs associated with the movement of prisoners between correctional institutions
and court locations for the purposes of attending trial.
2. Prisoner Transport -Youth
Costs associated with the movement of custodial minors (i.e. 12-17 years old) between
correctional and/ or custodial facilities and court locations for the purposes of
attending trial.
*PRISONER includes: Persons being held in custody as a result of provincial or federal
offence proceedings, including persons under immigration detention.
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C. TRAINING. EQUIPMENT AND RECRUITING includes:
1. Training that is relevant to court security and prisoner transportation only.
2. Equipment that is unique to the member's deployment within court security and
prisoner transportation and does not include equipment that would be utilized if the
member was deployed in any other capacity within the police service.
3· Recruiting that is relevant to the staffing of court security and prisoner transportation
only. Costs may include advertising for applicants, physical fitness and/or
psychological testing, applicant screening, interviews or any other related human
resources expense.
COURT SECURITY AND PRISON/ R TRANSPORTA TJON do NOT include:
1. Court Administration
Costs associated with performing court administrative duties including the scheduling of
staff for daily deployment, the service oflegal documents, the preparation/maintenance of
Crown Brief materials, the entry of data into court information systems, preparing or
swearing/affirming legal documentation, scheduling of court appearances or other duties
of a related nature.
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SCHEDULE "C"
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