3398 Schedule "A" - To authorize an agreement with Her Majesty the Queen as represented by the Minster of Health Promotion to authorize a contribution under the Recreational Infrastructure Canada Program (RInC)THIS AGREEMENT made in quadruplicate as of the_ day of~ 2009.
BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the Minister of Energy and Infrastructure
and the
Minister of Health Promotion (referred to collectively herein as the "Ministry")
AND: THE CORPORATION OF THE TOWN OF TILLSONBURG
~--~ =--~
(referred to herein as the "Recipient")
WHEREAS the Ministry and the Recipient recognize that investments in public infrastructure are
fundamental to the quality of life of Ontarians and necessary to ensure continued economic growth;
AND WHEREAS the purpose of the Recreational Infrastructure Canada Program in Ontario and Ontar'to
Recreational Program (referred to collectively herein as "RinC/Ontario REC") is to rehabilitate and/or
repair recreational facilities such as arenas, swimming pools and other recreational facilities;
AND WHEREAS RinG/Ontario REC is being administered by the Government of Ontario;
AND WHEREAS .investments under RinG/Ontario REC focus on projects in communities to advance
federal and provincial objectives of economic growth, and strong and prosperous communities;
AND WHEREAS RinG/Ontario REC supports projects that address local needs;
AND WHEREAS Recipients under RinG/Ontario REC may apply for funding for projects in the categories
of arenas; gymnasia; swimming pools; sports fields; tennis, basketball, volleyball or other sport-specific
courts; parks, fitness trails and bike paths; as well as other multi-purpose facilities that have physical
recreation activity as the primary rationale (a "Project");
AND WHEREAS this Agreement defines the terms and conditions of a financial contr'lbution from Canada
and Ontario to assist with the Project under RinG/Ontario REC;
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other
good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the
parties covenant and agree as follows:
This Agreement, including:
Schedule "A" -General Terms and Conditions
Schedule "B" -Description of the Project(s)
Schedule "C" -Eligible and Ineligible Costs
Schedule "D" -Financial Assistance
Schedule "E" -Federal Requirements
Schedule "F" -Additional Provisions
SchedUle "G" -Communications Requirements
Schedule "H" -Expenditure and Job Creation Report
RinG/Ontario REG Contribution Agreement for Infrastructure Projects
Schedule "I" -Budget
Schedule "J" -Project Timeline
Schedule "K" -Other Funding
Schedule "L" -Aboriginal Consultation Protocol
Schedule "M" -Form of Certificate
Schedule "N" -Solemn Declaration of Substantial Completion
constitutes the entire agreement between the parties with respect to the subject matter contained in this
Agreement and supersedes all prior oral or written representations and agreements.
IN WITNESS WHEREOF, the Ministry and the Recipient have respectively executed and delivered this
Agreement on the date set out above.
Date
Date
D.e_c, IS: ZC;O')
Date 1
iA "-I :5' Zo:::F1
Date I I
HER MAJESTY THE QUEEN IN RIGHT
OF ONTARIO as represented by the Minister
of Energy and Infrastructure
by:
Name: The Honourable Gerry Phillips
Title: Minister
HER MAJESTY THE QUEEN IN RIGHT
OF ONTARIO as represented by the Minister
of Health Promotion
by:
Name: The Honourable Margaret! R. Best
Title: Minister
ION OF THE TOWN OF TILLSON BURG
by:
1/we have authority to bind the Recipient
Page 2 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
SCHEDULE "A"
GENERAL TERMS AND CONDITIONS
SECTION 1
DEFINITIONS AND INTERPRETATION
1.1 Definitions. When used in this Agreement (including the cover and execution pages
and all of the schedules), the following terms shall have the meanings ascribed to them
below unless the subject matter or context is inconsistent therewith:
"Adjust the Financial Assistance" means adjust or terminate the Financial Assistance for the
Project or any other provincial program(s) or initiative(s) (either current or future), and/or require
repayment for some or all of the Financial Assistance for the Project in an amount to be
determined by the Ministry and within the period specified by the Ministry.
~~~~~'4'1-"l!·9JI'Feeement~~-t,=iRGiudiR§··ltle-co,,er-aRd-execution ·Pas-oo.~~~~
all of the schedules hereto, and all amendments made hereto in accordance with the provisions
hereof.
"Allowable Financial Assistance" has the meaning given to it in Section 8.1 of Schedule "A" .
"Budget" means the budget for a Project set out in Schedule "I".
"Business Day" means any day on which Ministry offices generally are open for business in the
Province of Ontario.
"Communication Requirements" means the communication requirements set out in Schedule
"G", or as directed by the Ministry from time to time.
"Consultant" means any consultant, engineer, contractor, project manager, architect or other
service provider, as the case may be, retained by the Recipient to undertake any part of the
work related to the Project.
"Contract" means a contract between a Recipient and a third party at arm's length whereby the
latter agrees to provide a product or service to the Project in return for financial consideration
that may be claimed as an Eligible Cost.
"Crown Agency" means a crown agency as defined in the Crown Agency Act, R.S.O. 1990, c.
C.48, as amended ..
"Eligible Costs" has the meaning given to it in Section 3.1 of Schedule "A" and Schedule "C".
"End of Financial Assistance Date" means March 31, 2011.
"Environmental Contaminant" means any hazardous or toxic substance or material including,
without limitation, products of waste, contaminants, pollutants, dangerous substances, noxious
substances, toxic substances, hazardous wastes and flammable, explosive or improperly
handled friable materials.
"Environmental Laws" means all applicable federal, provincial or municipal laws, regulations,
by-laws, orders, rules, policies or guidelines respecting the protection of the natural
Page 3 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
environment, public or occupational health or safety, and the manufacture, importation,
handling, transportation, storage, disposal and treatment of Environmental Contaminants and
include, without limitation, the Environmental Protection Act, R.S.O. 1990, c. E. 19, as
amended, the Environmental Assessment Act, R.S.O. 1990, c. E. 18, as amended, the Ontario
Water Resources Act, R.S.O. 1990, c. 0. 40, as amended the Canadian Environmental
Protection Act 1999, S.C. 1999, c. 33, as amended, the Canadian Environmental Assessment
Act, S.C. 1992, c. 37, as amended, the Fisheries Act, R.S.C. 1985, c. F-14, as amended and
the Navigable Waters Protection Act, R.S.C. 1985, c. N-22, as amended.
"Event of Default" has the meaning given to it in Section 15.1 of Schedule "A".
"Expenditure and Job Creation Report" is attached as Schedule "H".
"Expiration Date" means March 31, 2012.
"Federal Licensed Marks" has the meaning given to it in Section 5 of Schedule "E".
~~~~~-"'FFcee,de~ximami=inaneiai·Assistanee'Lfereaetl=Projeetis shewn in Setle~G"'''.~~~~~~~
"Facility" means publicly-or privately-owned fixed capital assets in Ontario for public use or
benefit, constructed or improved through Financial Assistance which is provided pursuant to this
Agreement and is the result of the Project.
"Final Report' is described in Section 6.3 of Schedule "A".
"Final Report Date" means June 30, 2011.
"Financial Assistance" means the funds to be provided by the Ministry to the Recipient
pursuant to this Agreement.
"Fiscal Year'' means the period beginning on April1 of a year and ending on March 31 of the
following year.
"Generally Accepted Accounting Principles" means the Canadian Generally Accepted
Accounting Principles as adopted by the Canadian Institute of Chartered Accountants,
· applicable as at the date on which such calculation is made or required to be made under the
Agreement in accordance with Generally Accepted Accounting Principles.
"Government of Canada" means Her Majesty the Queen in right of Canada.
"Indemnified Parties" means Her Majesty the Queen in right of Ontario, Her Ministers,
directors, officers, agents, appointees and employees.
"Ineligible Costs" means the costs so described in Schedule "C".
"Licensed Marks" has the meaning given to it in Section 1.3.1 of Schedule "A".
"Local Government" means a "municipality" as defined in the Municipal Act, 2001, S.O. 2001,
c. 25, as amended, and includes a local board of a municipality and a board, commission or
other local authority exercising any power with respect to municipal affairs or purposes in an
unorganized township.
"Maximum Financial Assistance" means Ontario Maximum Financial Assistance plus Federal
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RinG/Ontario REC Contribution Agreement for Infrastructure Projects
Maximum Financial Assistance for each Project as shown in Schedule "D".
"Ministry" has the meaning given to it on the cover page of this Agreement.
"Ontario Maximum Fjnancial Assistance" for each Project is shown in Schedule "D".
"Other Funds" means funds provided to a Project by the Recipient, including cash or debt
anq/or third party contributions to a Project, including but not limited to donations, gifts or grants
as the Recipient may from time to time receive, as shown for each Project in Schedule "K".
"Payment Certifier'' means a payment certifier as defined in subsection 1 (1) of the Construction
Lien Act, R.S.O. 1990, c. C.30, as amended (Ontario).
"Project" means the project or projects as described in Schedule "B".
"Project Construction Start Date" for each Project is the date identified in Schedule "B".
"Project Timeline" for each Project is the timeline set out in Schedule "J".
"Recipient" has the meaning given to it on the first page of this Agreement.
"RinC/Ontario REC" has the meaning given to it on the cover page of this Agreement.
"Solemn Declaration of Substantial Completion" means the form set out in Schedule "N".
"Substantially Completed" has the same meaning and shall be determined in accordance with
how the term "substantially performed" is determined in subsection 2(1) of the Construction Lien
Act, R.S.O. 1990, c. C.30, as amended, and "Substantial Completion" shall have a
corresponding meaning.
"Total Eligible Costs" means the anticipated amount of Eligible Costs that the Recipient may
incur for a Project pursuant to this Agreement, as shown for each Project in Schedule "D".
"Total Other Funds" for each Project is shown in Schedule "K".
1.2 Herein, etc. The words "herein", "hereof' and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular schedule, article,
section, paragraph or other subdivision of this Agreement.
1.3 Currency. Any reference to currency is to Canadian currency and any amount
advanced, paid or calculated is to be advanced, paid or calculated in Canadian currency.
1.4 Statutes. Any reference to a statute is to such statute and to the regulations made
pursuant to such statute as such statute and regulations may at any time be amended or
modified and in effect and to any statute or regulations that may be passed that have the
effect of supplementing or superseding such statute or regulations.
1.5 Gender, singular, etc. Words importing the masculine gender include the feminine or
neuter gender and words in the singular include the plural, and vice versa.
1.6 Ministry Approvals. Any reference to, or requirement for, the approval of the Ministry
Page 5 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
in this Agreement or in any schedule hereto shall be deemed to require the prior and
express written approval of the Ministry.
1. 7 Multiple Projects. Any reference to "the Project" means each and any Project, where
more than one Project is listed in Schedule "B".
SECTION 2
TERM OF AGREEMENT
2.1 Term. Subject to any extension or termination of this Agreement or the survival of any
of the provisions of this Agreement pursuant to the provisions contained herein, this
Agreement shall be in effect from the date set out on the first page of this Agreement, up
to and including the Expiration Date (the "Term").
2.2 End of Financial Assistance Date. Notwithstanding anything in this Agreement and
regardless of the Project's state of completion, the Ministry shall not be obligated to
provide Financial Assistance under this Agreement after the End of Financial Assistance
-=!Jate. 'FI1e l"tecipient wllltief.l esjJonstole--ftu a1 1y Fti I aliCia! ol:lhgatiOI 1s 1 elatea=to the Prn"'je""c-rr~~~
or this Agreement that it incurs after the End of Financial Assistance Date.
2.3 Project Completion Date. The Recipient shall complete the Project by the End of
Financial Assistance Date. The Government of Ontario shall not be obligated to provide
Financial Assistance under this Agreement for any costs incurred after the End of
Financial Assistance Date.
SECTION 3
ELIGIBLE COSTS
3.1 Eligible Costs. For a cost to be eligible for Financial Assistance pursuant to this
Agreement (an "Eligible Cost"), the cost must be included in Schedule "C", Part C.1,
except where otherwise expressly approved in writing by the Ministry. For greater
certainty, where Schedule "8" identifies a portion of the Facility that is specifically
excluded from the description of the Project under this Agreement, the costs associated
with that portion of the Facility is not eligible for Financial Assistance.
3.2 Eligible Costs, Parameters. In addition to ineeting the requirements of Section 3.1 of
Schedule "A", in order for a cost or expenditure to be an Eligible Cost, the cost or
expenditure must:
(a) be reasonable;
(b) be directly related to the Project;
(c) be specifically identified in the Budget as an Eligible Cost;
(d) be a cost or expenditure that would not otherwise have been incurred by the
Recipient but for the Recipient carrying-out the Project; ·
(e) be an actual cash outlay by the Recipient to third parties acting at arm's length that
can be documented through paid invoices or receipts made pursuant to a Contract;
and
(f) have been incurred on or after June 26, 2009 and on or before March 31, 2011.
The final determination of the eligibility of any costs claimed is at the sole and absolute
discretion of the Ministry. ·
3.3 Retention of Receipts. The Recipient shall retain all records of payments related to
Page 6 of 47
RlnC/Ontari_o REC Contribution Agreement for Infrastructure Projects
Eligible Costs including, without limitation, invoices and receipts, for audit purposes, for
seven (7) years after the Substantial Completion of a Project, or for such period as the
Ministry may, in writing, direct, and such documentation must be made available to the
Ministry upon request.
3.4 Ineligible Costs. Notwithstanding anything else contained herein, the costs set out in
Part C.2 of Schedule "C" ("Ineligible Costs") are not eligible for Financial Assistance
pursuant to this Agreement.
3.5 Deemed ineligible. The Recipient acknowledges that the Ministry's Fiscal Year ends on
March 31 in each year, and that should a cost not be submitted by the Recipient for
payment of Financial Assistance before March 31 of the year following the Fiscal Year in
which it was incurred, such cost shall be deemed ineligible for Financial Assistance.
3.6 Clarification. The Recipient expressly acknowledges that the inclusion of an item in the
Budget does not necessarily mean that such item is an Eligible Cost.
SI!CTfON if
FINANCIAL ASSISTANCE
4.1 Use of Financial Assistance. The Financial Assistance is intended for and shall be
used by the Recipient only for Eligible Costs incurred by the Recipient related to a
Project.
4.2 Basis of Payout of Financial Assistance. The Financial Assistance will be provided by
the Ministry to the Recipient on the basis set out in Schedule "D".
4.3 Reporting. The Recipient is required to submit the Progress Report and Expenditure
and Job Creation Report to the Ministry pursuant to Section 6 of Schedule "A" prior to
the Ministry releasing any Financial Assistance, other than the Financial Assistance
advanced as set out in Section 4.4.
4.4 Financial Assistance Advanced. The Ministry may provide to the Recipient 25% of the
Financial Assistance expected to be paid to the Recipient in 2009-10 as set out in
Schedule "D", prior to the Ministry receiving evidence that the Recipient has incurred the
associated Eligible Costs (the "2009 advance payment(s)").
The Recipient is required to submit invoices demonstrating full use of the 2009 advanced
payments with its Progress Reports to the Ministry. The Ministry will only make further
payments of Financial Assistance in 2009-10 following the Recipient's submission of
these invoices with its Progress Reports to the Ministry and showing the full use of the
2009 advance payment. If the Recipient is unable to provide invoices by March 31,
2010 demonstrating full use of the 2009 advanced payment, the Ministry may Adjust
the Financial Assistance.
Provided that the Recipient has provided the invoices for the 2009 advance payment, if
any, and is otherwise in compliance with this Agreement, the Ministry may provide to the
Recipient 25% of the Financial Assistance expected to be paid to the Recipient in 2010-
11 as set out in Schedule "D", prior to the Ministry receiving evidence that the Recipient
has incurred the associated Eligible Costs (the "201 0 advance payment(s)"). Subject to
these requirements, the Ministry will pay the 2010 advance payment to the Recipient
after the start of the 2010 Fiscal Year.
Page 7 of 47
RlnC/Ontario REC Contribution Agreement for Infrastructure Projects
The Recipient is required to submit invoices demonstrating full use of the 2010 advanced
payments in Progress Reports to the Ministry. The Ministry will only make further
payments of Financial Assistance in 2010-11 following the Recipient's submission of
invoices with its Progress Reports to the Ministry and showing the full use of the 2010
advance payment. If the Recipient is unable to provide invoices by March 31,
2011 demonstrating full use of the 2010 advance payment, the Ministry may Adjust
the Financial Assistance.
4.5 Deposit of Financial Assistance in Canadian Financial Institution and Interest on
Financial Assistance Advanced. All Financial Assistance provided, including any
advance payments or further advance payments as well as all interest earned thereon,
shall be deemed to remain the property of the Government of Ontario and must be held
by the Recipient for the Government of Ontario in an interest bearing accouni in the
name of the Recipient at a Canadian financial institution, pending payment by the
Recipient of Eligible Costs. The amount of interest earned (if any) shall be reported to
the Ministry as part of a Progress Report. If the Recipient earns any interest on the
advanced Financial Assistance the Ministry may:
a) Deduct an amount equal to the interest from any other payment of Financial
Assistance; or
b) Direct the Recipient to pay an amount equal to the interest to the Ministry.
4.6 Maximum Financial Assistance. The total amount of Financial Assistance provided to
the Recipient for a Project shall in any event be no greater than the Maximum Financial
Assistance for that Project as set out in Schedule "D".
4.7 Excess Financial Assistance. Where actual costs are lower or appear likely to be
lower than the Total Eligible Costs, or where additional funding is secured from other
, government sources such that the funds available to the Recipient for the Project exceed
the Maximum Financial Assistance, the Recipient shall immediately notify the Ministry
and the Ministry may, in its sole discretion, Adjust the Financial Assistance.
4.8 Stacking. Total funding from all provincial sources, including Provincial Maximum
Financial Assistance and any tax credits available to the Recipient in respect of a
Project, must not exceed the Total Eligible Costs for that Project.
Total funding from all federal sources, including the Federal Maximum Financial
Assistance and any tax credits available to the Recipient in respect of a Project, must not
exceed fifty (50) percent of Total Eligible Costs for that Project.
4.9 Interdependent Work. Where implementation of a Project is dependent on completion
of work by others and the interdependent work is not completed by others in whole or in
part, the Ministry may, in its sole discretion, Adjust the Financial Assistance for the
Project.
4.10 Recipient not carrying out Project. The Recipient shall immediately notify the Ministry
if it does not intend to carry out a Project in whole or in part as specified in Schedule "B",
in which case the Ministry may, in its sole discretion, Adjust the Financial Assistance.
4.11 New Information. In the event of new information, errors, omissions or other
circumstances affecting the determination of the amount of Financial Assistance under
this Agreement, the Ministry may, in its sole discretion, Adjust the Financial Assistance.
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RlnC/Ontario REC Contribution Agreement for Infrastructure Projects
4.12 Alternatives to Project. If the Recipient becomes aware of any means of completing
either a Project's objective or a Project itself that are more cost effective, the Recipient
shall immediately notify the Ministry, in which case the Ministry may, in its sole
discretion, Adjust the Financial Assistance. Likewise, if the Ministry becomes aware of
any alternative means of completing either a Project's objective or a Project that are
more cost effective, the Ministry will notify the Recipient and the Ministry may, in its sole
and absolute discretion, Adjust the Financial Assistance.
4.13 Transfer of Financial Assistance between Projects. The Recipient shall not transfer
Financial Assistance for one Project to any other Project listed in Schedule "8".
4.14 Goods and Services Tax. The Financial Assistance is based on the net amount of
Goods and Services Tax to be paid by the Recipient pursuant to the Excise Tax Act,
R.S.C. 1985, c. E-15, as amended, net of any applicable rebates. If and when the
Harmonized Sales Tax is phased in within the Province of Ontario, the Financial
Assistance will be based on the net amount of the Harmonized Sales Tax to be paid by
the Recipient, net of any applicable rebates . .______ ---··--· --~----·---
4.15 Rebates, Credits and Refunds. The Financial Assistance is based on the net amount
to be paid by the Recipient for the Project, net of any applicable rebates, credits or
refunds.
4.16 Withholding payment. The Ministry may, in its sole discretion, withhold payment of
Financial Assistance where the Recipient is in default in obtaining any necessary
permits, approvals or licenses applicable to a Project or is in default of compliance with
any provisions of this Agreement or any applicable federal, provincial or municipal laws,
and all rules, regulations, by-laws, notices, orders, approvals directives, protocols,
policies and guidelines, including Environmental Laws.
4.17 Repayment of Unused Financial Assistance upon Expiry of Agreement. Without
limiting any rights the Ministry has under this Agreement, at law or in equity, the Ministry
shall have the right to be repaid, in whole or in part, for Financial Assistance provided by
the Ministry and unspent by the Recipient for a Project that has not been completed by
the End of Financial Assistance Date.
4.18 Limitation on Payment of Financial Assistance. Notwithstanding Section 4.4 of
Schedule "A", the Ministry may choose not to advance any Financial Assistance to the
Recipient until the Recipient provides the insurance certificate or other documents
required under Section 9 of Schedule "A".
4.19 Insufficient funds provided by the Legislature. If the Legislative Assembly of Ontario
does not provide sufficient funds to continue the Financial Assistance for any Fiscal Year
during which this Agreement is in effect, the Government of Ontario may terminate this
Agreement in accordance with the terms specified in Section 15.5 of Schedule "A".
SECTION 5
PROJECT AWARD, MANAGEMENT AND COMPLETION
5.1 Recipient fully responsible. The Recipient shall be fully responsible for the
undertaking, implementation and completion of the Project and shall retain any and all
Consultants reasonably required to undertake a project of the size, scope and
complexity of the Project. Where implementation of the Project is dependent on work
contributed by others, the Recipient shall be fully responsible for obtaining any
Page 9 of 47
RinG/Ontario REG Contribution Agreement for Infrastructure Projects
assurances that it may require from others in relation to the implementation of the
Project by the Recipient.
5.2 Government of Ontario not responsible for implementation. The Government of
Ontario shall not be responsible in any way whatsoever for the undertaking,
implementation and completion of a Project or any interdependent work of others.
5.3 Government of Ontario not responsible for costs, etc. The Government of Ontario
shall not be responsible for any costs associated with the operation, maintenance and
repair of a Project nor for any claims, proceedings or judgments arising from any tender
and bidding process.
5.4 Aboriginal Consultation. The Ministry and the Recipient agree to be bound by the
terms of the applicable Aboriginal Consultation Protocols set out in Schedules "L.1" and
"L.2", as required for each Project as shown in Schedule "B".
5.5 · Behaviour of Recipient. The Recipient shall at all times carry out the Project in an
ecoriofmcar ana oUsTnessli~te manf\E3r, in accoitfance wlththls Agreement ana, in
particular, but without limitation, in accordance with the Budget and the Project Timeline
subject to any reasonable changes that the Ministry rnay agree to or require from time to
time in writing.
5.6 Competitive process. The Recipient shall acquire and manage all equipment, services
and supplies, including construction, required for a Project through a transparent,
competitive process that ensures the best value for the Financial Assistance received.
Where the Recipient is a municipal entity, the Recipient shall follow its procurement
policies as required by the Municipal Act, 2001, S. 0 2001, c. 25, as amended or, for the
City of Toronto, the City of Toronto Act, 2006, S.O. 2006, c. 11, Sched. A, as amended.
All other Recipients must ensure that for equipment, services and supplies, the
estimated cost of which exceeds $25,000.00, the Recipient shall obtain at least three
written quotes unless the Ministry gives prior written approval. The requirement for a
competitive process may be waived with prior written approval by the Ministry if:
a) the equipment, services or supplies the Recipient is purchasing is specialized
and is not readily available; or
b) the Recipient has recently researched the market for a similar purchase and
knows prevailing market costs for the equipment, services or supplies purchased.
5. 7 Trade Agreements. If the Recipient is subject to any provincial or federal trade
agreements to which Ontario is a party, the Recipient shall comply with the applicable
requirements of such trade agreements. In particular, and without limitation, if the
Recipient is subject to Annex 502.4 of the Agreement on Internal Trade, the Recipient
shall comply with all of the applicable requirements of that Annex. In the event of any
conflict between the requirements of Section 5.6 of Schedule "A" and the requirements
of this Section 5.7, the requirements referenced in this Section 5.7 shall apply.
5.8 Final claims. The Recipient shall submit its final claims for all costs incurred on or
before the End of Financial Assistance Date with the required documentation, including
the Final Report as per Section 6.3 of Schedule "A", for the Ministry's approval, cost
review, audits (including any value for money audits that the Ministry may decide to
undertake in its sole and absolute discretion) within ninety (90) days following the
Substantial Completion of the Project and no later than the Final Report Date, whichever
Page 10 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
date is earlier, or such later date as the Ministry may specify in writing. Upon completion
of the cost review, audits and settlement, the Ministry shall not be obligated to consider
any further claims in relation to the Project The Recipient shall also submit, upon
request by the Ministry, any documentation further required for approval, cost review and
audits.
5.9 Commencement of Project. Unless otherwise approved by the Ministry, the Recipient
shall begin a Project within 60 days of the Project Construction Start Date, failing which
the Ministry may declare an Event of Default and terminate this Agreement in
accordance with Section 15 of Schedule "A"
5.10 Contracts. The Recipient shall ensure that all Contracts:
a) are consistent and do not conflict with this Agreement;
b) incorporate the relevant provisions of this Agreement to the fullest extent
possible;
c) be consistent with all policies and procedures the Government of Canada and/or
the Government of Ontario may provide to the Recipient in relation to
RinG/Ontario REG;
d) are awarded and managed:
(i) in a way that is transparent, competitive and consistent with value for
money principles; and
(ii) in accordance with all applicable policies and procedures the Government
of Ontario may provide to the Recipient;
e) require that the parties thereto comply with all applicable federal, provincial or
municipal laws, and all rules, regulations, by-laws, notices, orders, approvals,
directives, policies, protocols and guidelines; and
g) authorize the Governments of Canada and Ontario to collect, use and distribute
information and data gathered by parties, perform audits and monitor the Project
as the Ministry sees fit
SECTION 6
REPORTING REQUIREMENTS
6.1 Progress Report. The Recipient shall submit progress reports (a "Progress Report")
for each Project to the Ministry on a monthly basis, or as requested by the Ministry and
the Recipient shall follow such administrative procedures as are specified from time to
time by the Ministry. All Progress Reports shall be in a form satisfactory to the Ministry
and shall include, if applicable:
a) a detailed description of the progress of the Project to the date of the report;
b) particulars of how the Communication Requirements have been implemented or
applied, and copies of all communications and public information materials;
c) a certificate by a Payment Certifier or the chief financial officer of the Recipient
certifying the percentage of the Project completed;
Page11of47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
d) details of any variance from the Project, the Budget and/or the Project Timeline,
including any changes to the projected/actual Project Construction Start Date and
end date;
e) an invoice summary in the form prescribed by the Ministry with all original invoices
and receipts for the Project;
f) a list of the vendors from which the invoices were received;
g) a description of the type of work performed for each invoice;
h) an estimated percentage of project completion;
i) tender call dates and tender award dates;
j) forecasted and actual construction start and end dates for a Project, together with
~ thef'rojeet6'onstmeticm Start Elate;····
k) a certificate of the chief financial officer of the Recipient in the form set out in
Schedule "M"; and
m) any other information respecting the Project that may be requested by the Ministry.
6.2 Expenditure and Job Creation Report. The Recipient shall, in addition to the Progress
Report, submit to the Ministry for each Project a quarterly Expenditure and Job Creation
Report, as set out in Schedule "H" (which may be amended by the Ministry from time to
time), on or before May 15, August 15, November 15 and February 15 in each Fiscal
Year.
6.3 Final Report. Within 90 days of Substantial Completion of a Project and no later than
the Final Report Date or such later date as is specified in writing by the Ministry, the
Recipient shall submit a final report (the "Final Report") for the Project to the Ministry
and the Recipient shall follow such administrative procedures as are specified from time
to time by the Ministry.
Upon the Ministry's acceptance of the Final Report and the processing of final claims,
the Ministry shall not be obligated to consider any further claims for Financial Assistance
in relation to the Project.
All Final Reports shall be in a form satisfactory to the Ministry and shall include:
a) a detailed breakdown of projects costs, including:
i. engineering I design costs;
ii. environmental assessment costs;
iii. project management costs;
iv. construction costs;
v. miscellaneous costs; and
vi. applicable taxes.
b) Project construction start and end dates; and
Page 12 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
c) a Solemn Declaration of Substantial Completion, in the form set out in Schedule N;
and
d) a final Progress Report.
SECTION 7
RECORDS AND AUDIT
7.1 Separate records. The Recipient shall maintain separate records and documentation
for each Project and keep all records and documentation for seven (7) years after the
final settlement of accounts referred to in Section 5.8 of Schedule "A". Upon request,
the Recipient shall submit to the Ministry all records and documentation relating to the
Project including, but not limited to, work authorizations, invoices, time sheets, payroll
records, estimates and actual cost of the activities carried out pursuant to this
Agreement, together with tenders and proposals, final measurements, payment
certificates, change orders, correspondence, memoranda, contracts and amendments
thereto which shall be maintained in accordance with Generally Accepted Accounting
~· ·~"---~-·~· ·~----~·· ~~~~---=j>=j>;J minx:c·iples. -... --' ------~-·-·-----·------·~~~~~~~
7.2 Provide records to the Ministry. The Recipient shall provide to the Ministry, upon
request and at the Recipient's expense (including but not limited to photocopying,
electronic media, transportation and postage, associated staff time, information retrieval
and other office expenses), all records and documentation (including invoices and
certified statement of final costs) of the Recipient and its auditors, contractors, project
managers and Consultants relating to the Project or any other project(s) of the Recipient
under RinG/Ontario REC, or any other provincial program(s), for the purposes of cost
reviews, audits and settlement, as may be required by the Ministry, of the Project or any
other project(s) of the Recipient under RinG/Ontario REC, or any other provincial
program(s). Such material shall be provided in a form and manner satisfactory to the
Ministry.
7.3 External auditor. The Ministry may require the assistance of an external auditor to
carry out an audit of the material referred to in Sections 7.1 and 7.2 of Schedule "A". If
so, the Recipient shall, upon request, retain an external auditor acceptable to the
Ministry at the Recipient's sole expense. The Recipient shall ensure that any auditor
who conducts an audit pursuant to this section of the Agreement or otherwise, provides
a copy of the audit report to the Ministry for its consideration at the same time that the
audit report is given to the Recipient.
7.4 Information. The Recipient shall supply to the Ministry, upon request, such information
in respect of the Project and its results including without limitation all Contracts and
agreements related to the Project and all plans and specifications related to the Project,
as the Ministry may require. The Government of Canada and the Government of
Ontario, their respective agents and employees, including the Auditor General's Office,
shall be allowed access to the Recipient's premises and staff and to the Project site at all
reasonable times to (i) inspect the progress and monitor the Project; (ii) perform cost
reviews and audits on the Project; and (iii) complete any other auditing or monitoring that
may be reasonably required in relation to the Project.
7.5 Information condition precedent for payment. If, in the opinion of the Ministry, any of
the information requirements of this Article are not met, the Ministry may, in its sole
discretion, require the information as a condition precedent to any payment in relation to
the Project or any other project(s) of the Recipient under RinG/Ontario REC, or any
Page13of47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
other provincial program(s) (either current or future). In addition, the Ministry may, in its
sole discretion, Adjust the Financial Assistance.
7.6 Auditor General of Canada. The Auditor General of Canada, may, at the Auditor
General of Canada's cost, conduct an audit with respect to the use of Financial
Assistance under this Agreement. For the purposes of facilitating such inquiry, the
Recipient shall release to the Ministry upon request and in a timely manner, for the
purpose of releasing to the Auditor General of Canada: all records held by the Recipient,
or by agents or contractors of the Recipient, relating to this Agreement and/or the
Financial Assistance; and such further information and explanations as the Auditor
General, or anyone acting on behalf of the Auditor General may request relating to any
part of this Agreement to the use of Financial Assistance.
7.7 Auditor General of Ontario. The Auditor General of Ontario, may, at the Auditor
General of Ontario's cost, conduct an audit with respect to the use of Financial
Assistance under this Agreement. For the purposes of facilitating such inquiry, the
Recipient shall release to the Ministry upon request and in a timely manner, for the
pm.pose--Gf releasing to tbeAuditor.Qener-aLofOntario' all-records beklby tbe.Recipienu.;L~~~~
or by agents or Contractors of the Recipient, relating to this Agreement and/or the
Financial Assistance; and such further information and explanations as the Auditor
General, or anyone acting on behalf of the Auditor General may request relating to the
Financial Assistance.
SECTION 8
OVERPAYMENT
8.1 Allowable Financial Assistance. Funds provided to the Recipient prior to the
submission of a Final Report in accordance with Section 6.3 of Schedule "A" shall not be
construed as a final determination of the amount of Financial Assistance applicable to
the Project. Upon conducting a final cost review or audit of each Project, the Ministry will
determine the final amount of Financial Assistance for each Project (the "Allowable
Financial Assistance"). The Allowable Financial Assistance shall not exceed the
Maximum Financial Assistance foreach Project. The Recipient agrees to repay to the
Ministry, upon receipt of a written demand and within the period specified by the
Ministry, that amount of the total of the Financial Assistance provided to the Recipient
that exceeds the Allowable Financial Assistance for a Project (an "overpayment"), as
determined by the Ministry, as well as any Financial Assistance used for a purpose other
than that stated in the terms of this Agreement, as determined by the Ministry.
8.2 Deduction of overpayment. The Ministry may deduct any overpayment of Financial
Assistance made to a Recipient for a Project, from Financial Assistance payable on any
other Project of the Recipient under RinG/Ontario REC or any other Government of
Ontario program(s) (either current or future). Any overpayment made on any other
Project(s) of the Recipient under RinG/Ontario REC or any other provincial program(s)
(either current or future) may in turn be deducted from Financial Assistance payable on
the Project.
8.3 Interest on overpayment. The Ministry reserves the right to demand interest on any
overpayment of Financial Assistance owing by the Recipient under the terms of this
Agreement at the then current interest rate charged by the Government of Ontario on
accounts receivable. The Recipient shall pay the amount of interest owing upon receipt
of a written demand and within the period specified by the Ministry.
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RinG/Ontario REC Contribution Agreement for Infrastructure Projects
8.4 Recovery of Financial Assistance. Where Eligible Costs committed to a Project have
not been incurred, the Ministry may withdraw any unspent Financial Assistance for that
Project if it has not started construction on its Project Construction Start Date or if that
Project has started construction but for which progress is not to the satisfaction of
Ontario.
SECTION 9
INSURANCE AND BONDING
9.1 Insurance. The Recipient represents and warrants that it has, and shall maintain in full
force and effect 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 ($5,000,000) per occurrence. The policy
shall include the following:
(i) 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;
(ii) a cross liability clause;
(iii) contractual liability coverage; and
(iv) a 30 day written notice of cancellation, termination or material change.
9.2 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 9.1 of Schedule "A". Upon the request of
the Ministry, the Recipient shall make available to the Ministry a copy of each insurance
policy.
9.3 Bonding. The Recipient shall put in effect and maintain in full force and effect or cause
to be put into effect and maintained in full force and effect during the term of this
Agreement:
a) a performance bond in the amount of 100% of the contract price for any
construction Contract related to the Project and which is for an amount greater
than .$150,000.00 covering the performance of that construction Contract and the
correction of any deficiencies; and
b) a labour and material payment bond in the amount of 50% of the contract price
for any construction Contract related to the Project and which is for an amount
greater than $150,000.00 covering the payment for labour, material or both.
9.4 Alternatives, reduction or waiver. Notwithstanding the requirements set out in Section
9.3, the Recipient may prepare and submit to the Ministry a written business case to
obtain approval to put into effect and maintain an alternative form of security or to reduce
or eliminate the bonds for construction Contracts of $350,000.00 or less, and the
Ministry, in its sole discretion, may accept an alternative form of security, reduce or
waive the bonding requirements in whole or in part.
Page 15 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
SECTION 10
INDEMNITY
10.1 Recipient to Indemnify. The Recipient agrees to indemnify and hold harmless the
Indemnified Parties from and against all liability, losses, costs, damages, expenses,
(including legal, expert and consultant fees), lawsuits, judgments, claims, demands,
expenses, actions, causes of action and other proceedings, including any and all liability
for damages to property and injury to persons (including death), which the Indemnified
Parties may incur, sustain or suffer, otherwise than by reason of their own negligence or
wilful misconduct, as a result or arising out of or in relation to: (a) this Agreement or any
breach of the terms of this Agreement by the Recipient, its officers, servants, employees,
agents and Consultants, or by a third party for whom the Recipient is responsible, and
any of its officers, employees, servants or agents; (b) the ongoing operation,
maintenance and repair of the Facility; or (c) any omission or other wilful or negligent act
of the Recipient, a third party for whom the Recipient is responsible, their respective
employees, officers, servants or agents; or (d) any claim for lien made pursuant to the
~~~=~~~~c""o"''"''s''lfrru.rc'"t7rrolrrl+tnff::rr·ur.·J9.~nc"<~l~, Rl'r".8~.POF:"~-1Ef99Ef0A';""'c~."'~"c~:~30A';""a"S'"'a"'-l"'lT"'ei"'·iame"'a'~'":-=··~·~--~--~-~--~--~···-~---~-~-·~===~=~---~
SECTION 11
DISPOSITION AND OPERATION OF THE FACILITY
11.1 Facility Disposition. The Recipient shall retain title to, and ownership of, the Facility, for
which the Recipient has received Financial Assistance under this Agreement for a
minimum of six (6) years after the expiry or termination of this Agreement, and shall not
dispose of the same for a period of six (6) years after the expiry or early termination of
this Agreement, without prior written authorization of the Government of Canada and the
Ministry. As a condition of such consent, the Government of Canada and/or the Ministry
may require the Recipient to repay the Government of Canada and the Ministry the
whole or any part of the Financial Assistance paid to the Recipient
Where Project asset is sold, leased, encumbered Repayment of contribution
or disposed of: (in current dollars)
Within 2 Years after Project completion 100%
Between 2 and 6 Years after Project completion 55%
6 Years after Project completion 0%
11.2 Notice. At any time during the six (6) years following the date of completion of the ·
Project, the Recipient agrees to notify the Ministry in writing of any transaction triggering
the above-mentioned repayment, at least one hundred eighty (180) days in advance.
11.3 Deduction from Financial Assistance. The Ministry may, in its sole and absolute
discretion, deduct the amount of Financial Assistance to be repaid under Section 11.1
from Financial Assistance payable to the Recipient on any other project(s) of the
Recipient under RinG/Ontario REC or any other provincial program(s) (either current or
future) and provide that money to the Government of Canada and/or the Ministry.
11.4 Deemed Overpayment. The Recipient must identify to the Ministry when a Facility in
any given Fiscal Year generates revenues that exceed its costs, including operating
costs, alternative financing partnerships or public-private partnerships costs and
provisions for future life cycle costs and where the intent of revenue generation was not
identified in the application submitted for that Project under RinG/Ontario REG. Within
the first five (5) complete Fiscal Years following the Substantial Completion of a Project,
Page 16 of47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
the Ministry may, in its sole and absolute discretion, deem the amount of revenue from
that Project that is equal to the proportion of Financial Assistance to the total cost of the
Facility to be an overpayment of Financial Assistance (the "deemed overpayment"). Th'e
Recipient shall pay the Ministry, upon request, the deemed overpayment.
11.5 Facility Operation. The Facility shall be used, maintained and operated by the
Recipient for a period of at least one half of the expected useful life of the Facility as set
out in Schedule "8", failing which the Government of Canada and/or the Ministry may
require the Recipient to repay to the Government of Canada and the Ministry the whole
or any part of the Financial Assistance paid to the Recipient for the Project.
SECTION 12
CONFLICT OF INTEREST AND CONFIDENTIALITY
12.1 No conflict of interest. The Recipient and its Consultants and any of their respective
advisors, partners, directors, officers, employees, agents and volunteers shall not
engage in any activity or provide any services where such activity or the provision of
~~~~~·~·~· ·~·· ·~··· ·""sntJ"'etfser'viees creates :;rcdhflicto"Tlnteresl (a'c!llatly or pbtehfialiY in !fie sole opinion ar·
the Ministry) with the provision of services under this Agreement. The Recipient
acknowledges .and agrees that it shall be a conflict of interest for it to use confidential
information of the Government of Ontario that is relevant to the Project or otherwise
where the Ministry has not expressly authorized such use in writing. For greater
certainty, and without limiting the generality of the foregoing, a conflict of interest
includes a situation where anyone associated with the Recipient is able to benefit
financially from the Project or where such a person owns or has an interest in an
organization that is carrying out work related to the Project.
12.2 Disclose potential conflict of interest. The Recipient shall disclose to the Ministry
without delay any actual or potential situation that may be reasonably interpreted as
either a conflict of interest or a potential conflict of interest.
12.3 Freedom of Information and Protection of Privacy Act. The Recipient acknowledges
that the Ministry is bound by the Freedom of Information and Protection of Privacy Act,
R.S.O. 1990, c. F.31, as amended binds the Ontario Government and that any
information provided to the Ministry in connection with the Project or otherwise in
connection with the Agreement is subject to disclosure in accordance with that Act.
SECTION 13
COMMUNICATION AND RECOGNITION
13.1 Licensed Marks. The Recipient acknowledges that the Government of Ontario is, will
be or may be the owner of certain distinguishing marks comprised of designs,
trademarks and official marks which have come or will come to be associated with
RlnC/Ontario REC (all such current and future marks, being the "Licensed Marks").
13.2 Acknowledgement in advertising and publicity. The Recipient agrees to
acknowledge the Financial Assistance of the Governments of Canada and Ontario being
provided for the Project pursuant to this Agreement in all advertising and publicity
relating to the Project and in any construction signs and in any temporary or permanent
tributes to Project donors by adhering to the Communications Requirements set out in
Schedule "G".
13.3 Use of Licensed Marks. In consideration of receiving the Financial Assistance, the
Page 17 of 47
RinG/Ontario REG Contribution Agreement for Infrastructure Projects
Recipient agrees to use the Licensed Marks as follows:
a) the Recipient agrees to use the Licensed Marks only as set out in the
Communications Requirements and not to use any other mark or trademark in
combination with any of the Licensed Marks without the prior written approval of
the Government of Canada and the Ministry. The Recipient agrees that it will not
alter, modify, dilute or otherwise misuse the Licensed Marks;
b) the Recipient agrees to submit to the Government of Canada and the Ministry,
copies of any advertisements or promotional materials containing the Licensed
Marks for approval prior to any use thereof and to remove therefrom either any
reference to the Licensed Marks or any element that may from time to time and
upon reasonable notice be required;
c) the Recipient agrees that it will not state or imply, directly or indirectly, thatthe
Recipient or the Recipient's activities, other than those permitted by this
Agreement, are supported, endorsed, or sponsored by the Government of
Canada-anaTrie-f\llinlslr}i ahCf snail: upClri~nofif1Ga-tioll, express disclau'ilers to--tn""a:rt =-====~
effect; and
d) the Recipient agrees to promptly inform the Government of Canada and the
Ministry of any suspected infringement of any Licensed Marks by a third party_
13.4 Cease Using Licensed Marks. Whether or not the Recipient is in breach of this
Agreement, forthwith upon any receipt by the Recipient of a written direction from the
Government of Canada and the Ministry, the Recipient shall cease using the Licensed
Marks, and without limiting the generality of the foregoing, will remove all sign age and
remove from circulation any use or reference to the Licensed Marks.
SECTION 14
COVENANTS, REPRESENTATIONS AND WARRANTIES
14.1 General. The Recipient covenants, represents and warrants to the Ministry that:
a) it is conducting and shall conduct its business in compliance with all applicable
federal, provincial and municipal laws, and all rules, regulations, by-laws, notices,
orders and approvals;
b) it is conducting and shall conduct its business in compliance with all federal
requirements as outlined in Schedule "E;"
c) it has authority and any necessary approval to enter into this Agreement and to
carry out its terms;
d) it has or will apply for all permits, approvals, and licenses which are required in
order to carry out the Project including, but not limited to, any approvals lawfully
required under the Planning Act, R.S.O. 1990, c. p_ 13, as amended, the Building
Code Act, 1992, S.O. 1992, c. 23, as amended, the Highway Traffic Act, R.S.O.
1990, c. H.B, as amended, the Public Transportation and Highway Improvement
Act, R.S.O. 1990, c. c. P. 50, as amended, the Bridges Act, R.S.O. 1990, c. B.
12, as amended and the Environmental Laws;
e) it validly exists as a legal entity with full power to perform and observe all of the
Page 18 of 47
RlnC/Ontar\o REC Contribution Agreement for Infrastructure Projects
terms and conditions of this Agreement;
f) where applicable, it has passed by-laws required to undertake the Project;
g) it is now and will continue to be compliant with all Environmental Laws;
h) it owns or has a long-term lease (inclusive of any renewals) for the lands on
which the Facility is or will be located that expires no earlier than six (6) years
following Project completion; '
i) provided that the Recipient is not a Local Government or a Crown Agency,
A. it is not a non-resident of Canada within the meaning of the Income Tax Act
(Canada);
B. is either a corporation, a partnership or a sole proprietorship validly in
existence; and
C. is registered and qualified to do business wherever necessary to carry out
the Project;
j) it has the experience, financial health and ability to carry out this Project;
k) if the Recipient is a Local Government or a Crown Agency, it has the requisite legislative
authority to carry out the Project;
I) it will provide or arrange for funds totalling at least as much as the Other Funds
to be used for the Project;
m) all information provided during the RinG/Ontario REC application process
remains true, correct and complete in every respect except as set out to the
contrary herein. Without limitation, Project, Budget, Project Timeline, Other
Funds, and Total Other Funds are as set out herein and not as set out in the
application material; and
n) it will notify the Ministry of all Other Funds for each Project contained in Schedule
"B" that may reduce the level of Financial Assistance the Recipient would be
eligible to receive under this Agreement.
14.2 Governance. The Recipient covenants, represents and warrants that it has, and shall
maintain for the period during which this Agreement is in effect, by-laws or other legally
necessary instruments to:
a) establish the expected code of conduct and ethical responsibilities at all levels of
the Recipient's organization;
b) establish procedures to ensure the ongoing effective functioning of the Recipient;
c) establish decision-making mechanisms;
d) provide for the prudent and effective management of the Financial Assistance;
e) establish procedures to enable the successful completion of the Project;
Page 19 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
f) establish procedures to enable the timely identification of risks to the completion
of the Project and strategies to address the identified risks;
g) establish procedures to enable the preparation and delivery of all reports
required under this Agreement.
14.3 Representations and warranties true condition precedent for payment. Upon
request, the Recipient shall provide the Ministry with proof of the matters referred to in
this Article. It is a condition precedent to any payment under this Agreement that the
representations and warranties under this Section are true at the time of payment and
that the Recipient is not in default of compliance with any terms of this Agreement.
Where this is not the case, the Ministry may, in its sole discretion, Adjust the Financial
Assistance.
SECTION 15
======~====···~~·TlDII"E¥FA'It .. ttUFETF;"'F·e'll!lltl'l''ftiORCEMENTAJII1"10""~T"~'E'~~RII>IIlMmJJII~<~''Alr:'fM10ANr===~~~~
15.1 Event of Default. Each and every one of the following events is an "Event of Default":
a) if in the opinion of the Ministry, the Recipient fails to conform or comply with any
term or covenant contained in this Agreement to be performed or complied with
by the Recipient;
b) if in the opinion of the Ministry, any representation or warranty made by the
Recipient in this Agreement or any certificate delivered to the Ministry is
materially untrue in any respect;
c) if an order shall be made or an effective resolution passed for the winding up, or
liquidation or dissolution of the Recipient or the Recipient is otherwise dissolved
or ceases to carry on its operation;
d) if the Recipient uses any of the Financial Assistance for a purpose not authorized
by this Agreement without the prior written consent of the Ministry;
e) if the Recipient admits in writing its inability to pay its debts generally as they
become due, voluntarily suspends transactions of its usual business, becomes
insolvent, bankrupt, makes an assignment for the benefit of its creditors, or a
receiver or manager, court appointed or otherwise, is appointed for its assets or if
the Recipient takes the benefit of any statute from time to time in force relating to
bankrupts or insolvent debtors;
f) if in the opinion of the Ministry a material adverse change occurs such that the
viability of the Recipient as a going concern is threatened in the opinion of the
Ministry, acting reasonably;
g) if in the opinion of the Ministry the Recipient ceases to operate;
h) if in the opinion of the Ministry the Recipient has failed to proceed diligently with
the Project or abandons the Project in whole or in part;
i) if the Recipient has submitted false or misleading information to the Ministry; or
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RinG/Ontario REC Contribution Agreement for Infrastructure Projects
j) the Recipient and/or any of its Consultants and/or any of their respective
advisors, partners, directors, officers, employees, agents and volunteers has
breached the requirements of Section 12 of Schedule "A"; or
k) if the Recipient fails to begin a Project within sixty (60) days of the Project
Construction Start Date identified in Schedule B, or such period as the Ministry may
allow; or
I) in the opinion of the Ministry, the Recipient has failed to proceed diligently with a
Project or abandons a Project in whole or in part, or the Recipient is otherwise in
default in carrying out any of the terms, conditions or obligations of this Agreement,
except where such failure is due to causes which, in the opinion of the Ministry are
beyond the control of the Recipient.
15.2 Waiver. The Ministry may, at any time, waive any Event of Default which may have,.
occurred provided that no such waiver shall extend to, or be taken in any manner
wnatsoever lo affecCany SUbseqd'ent'E'YeiTt df Del ault o1 tne 1 igrn to 1 e11 letiles resulttrrg-~···==~
therefrom, and that no such waiver shall be, or shall be deemed to constitute, a waiver of
such Event of Default unless such waiver is in writing from the Ministry.
15.3 Remedies on default. Notwithstanding any other rights which the Ministry may have
under this Agreement, if an Event of Default has occurred, the Ministry shall have the
following remedies provided only that in the case of an Event of Default which, in the
opinion of the Ministry in its sole discretion, is curable, the Ministry has first given written
notice of the Event of Default to the Recipient and the Recipient has failed to correct the
Event of Default within 30 days or such period of time as the Ministry may consent to in
writing:
a) the Ministry shall have no further obligation to provide any Financial Assistance
for the Project;
b) the Ministry may, at its option, terminate this Agreement immediately, or the
Ministry may, in its sole discretion, Adjust the Financial Assistance. The total
amount of Financial Assistance shall be immediately due and payable by the
Recipient and bear interest at the then-current interest rate charged by the
Ministry on accounts receivable; and
a. the Ministry may avail itself of any of its legal remedies that it may deem
appropriate.
15.4 Additional remedies. In addition to the remedies described in Section 15.3 above, the
Ministry may commence such legal action or proceedings as it, in its sole discretion, may
deem expedient, without any additional notice under this Agreement. The rights and
remedies of the Ministry hereunder are cumulative and in addition to, and not in
substitution for, all other rights or remedies otherwise available to the Ministry.
15.5 Termination without cause. Notwithstanding anything else contained herein, the
Ministry reserves the right to terminate this Agreement without cause upon such
conditions as the Ministry may require, with a minimum of thirty (30) days written notice
to the Recipient. If the Ministry terminates this Agreement prior to its expiration, the
Ministry, subject to all of the Ministry's rights under this Agreement, including, without
limitation, the Ministry's right to Adjust the Financial Assistance, shall only be
Page 21 of 47
RlnC/Ontario REC Contribution Agreement for Infrastructure Projects
responsible for the payment of Financial Assistance on the portion of the Project
completed and Eligible Costs already incurred and paid by the Recipient at the time of
such termination provided that the Recipient provides a report to the Ministry that meets
the requirements of a Progress Report. Such report must be received by the Ministry
within ninety (90) days of receipt of notice of termination by the Recipient.
SECTION 16
NOTICE
16.1 Notice. Any demand, notice or communication to be made or given hereunder shall be
in writing and may be made or given by personal delivery or mailed by first class
registered mail, postage prepaid or by transmittal by facsimile, telecopy, email or other
electronic means of communication addressed to the respective parties as follows at the
addresses set out in Schedule "F" or to such other person, address, facsimile number,
telecopy number or email address as either party may from time to time notify the other
in accordance with this Section. Any demand, notice or communication made or given
by personal delivery shall be conclusively deemed to be received on the day of actual
cteliVery·tneleor-.t~.ny aen "ana;·,ratice o1 em r1n1anicatioH11 1ade or!;Jiven byiaesiml*ilee·,:=· =~==~~
email or other electronic means of communication, if made or given at a time when it
would be received by the Recipient during its normal business hours on a Business Day,
shall be deemed to be received at the time it is sent; otherwise, such electronic
communication shall be deemed to be received on the first Business Day following the
transmittal thereof. Any demand, notice or communication mailed by registered mail
shall be deemed to have been received on the third Business Day following the day on
which it was mailed.
16.2 Representatives. The individuals identified pursuant to Section 16.1 will, in the first
instance, act as the Ministry's or the Recipient's, as the case may be, representative for
the purpose of implementing this Agreement.
SECTION 17
MISCELLANEOUS
17.1 Terms Binding. The Recipient shall take all reasonable measures to ensure that its
officers, directors, partners, employees, agents, sub-contractors, Consultants, and third
parties shall be bound to observe all of the terms and conditions of this Agreement,
including, but not limited to all covenants, representations and warranties set out herein.
The Recipient shall include in all of its Contract(s) terms and conditions similar to and
not less favourable to the Government of Ontario than the terms and conditions of this
Agreement to the extent that they are applicable to the work subcontracted, including but
not limited to the requirements of Section 7 of Schedule "A".
17.2 Time is of the essence. In the performance and observance of the terms and
conditions of this Agreement, time is of the essence and no extension or variation of this
Agreement shall operate as a waiver of this provision. The Ministry shall not be liable for
any liquidated damages as a result of working days extensions.
17.3 Successors and assigns. This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators, successors
and permitted assigns.
17.4 Severability. The validity or enforceability of any provision of this Agreement shall not
affect the validity or enforceability of any other provisions hereof and such invalid or
Page 22 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
unenforceable provisions shall be deemed to be severable.
17.5 No waiver. The failure by the Ministry to insist in one or more instances on performance
by the Recipient of any of the terms or conditions of this Agreement shall not be
construed as a waiver of the Ministry's right to require further performance of any such
terms or conditions, and the obligations of the Recipient with respect to such
performance shall continue in full force and effect.
17.6 Division of Agreement. The division of this Agreement into schedules, articles,
sections, clauses, paragraphs and the insertion of headings are for the convenience of
reference only and shall not affect the construction or interpretation of this Agreement.
17.7 Governing law. This Agreement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the Jaws of Canada applicable in Ontario.
17.8 Survival. All of the provisions of this Agreement that expressly or by their nature survive
· ~·rne explr y 01 arlyiefli rti;atiOI rof this Agr-eemeflt(ifleludingihe pFOvisiens ef SllbseeooA<As~···=· ~===~
4.1, 4.5, 4.6, 4.7, 4.8 (Financial Assistance), subsections 5.1, 5.2, 5.3 (Project Award,
Management and Completion) Section 6 (Reporting Requirements), Section 7 (Records
and Audit), Section 8 (Overpayment), Section 10 (Indemnity), Section 11 (Disposition
and Operation of Facility), Section 12 (Conflict of Interest and Confidentiality), Section 13
(Communications and Recognition), Section 14 (Covenants, Representations and
Warranties), Section 15 (Default, Enforcement and Termination), and Section 17
(Miscellaneous) of Schedule "A"; Schedule "E"; Schedule "B" (Useful Life of Facility); and
Schedule "G" (the Recipient's obligation to maintain a permanent plaque in cases where
it is necessary to install a permanent plaque) shall continue subsequent to and despite
such termination or expiry, until they are satisfied or by their nature expire.
17.9 No assignment. This Agreement shall not be assigned by the Recipient. The Ministry
may assign this Agreement on written notice to the Recipient.
17.10 No Amendment. This Agreement shall not be varied or amended except by a
document in writing, dated and signed on behalf of the Ministry and the Recipient.
17.11 Interest. The Ministry reserves the right to demand interest on any repayment of
Financial Assistance owing by the Recipient under the terms of this Agreement at the
then-current interest rate charged by the Ministry on accounts receivable. The Recipient
shall pay the amount of interest owing upon receipt of a written demand and within the
period specified by the Ministry.
17.12 Ministry and Recipient independent. Nothing in this Agreement shall be deemed to
constitute the Recipient an employee, servant, agent, partner of or in joint venture with
the Ministry for any purpose whatsoever.
17.13 Recipient cannot represent the Governments of Canada or Ontario. The provision
of Financial Assistance to the Recipient pursuant to this Agreement is for the sole
purpose of, and is limited to, carrying out the Project. The Recipient warrants and
agrees that under no circumstances shall it enter into any contract or commitment in the
name of or on behalf of the Governments of Canada and/or Ontario. The Recipient
acknowledges and agrees that it is not by the terms of this Agreement or otherwise,
granted any right or authority to assume or create any obligation or responsibility,
express or implied, on behalf of or in the name of the Governments of Canada and/or
Page 23 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
Ontario, to act as an agent of the Governments of Canada and/or Ontario, or to bind the
Governments of Canada and/or Ontario in any manner whatsoever other than as
specifically provided in this Agreement.
17.14 Consultants. The Ministry acknowledges that, in connection with carrying out the
Project, the Recipient may engage one or more Consultants. The Ministry
acknowledges and agrees that the Recipient shall have the sole authority and
responsibility for such employees, agents or Consultants, including their hiring and
termination. The Recipient acknowledges and agrees that the Recipient shall be
responsible for all acts and actions of the Recipient's employees, agents and
Consultants and that all such acts and actions shall be treated as actions of the
Recipient for the purposes of this Agreement.
17.15 Lobbyists and Agent Fees. The Recipient warrants that any person hired, for
payment, or to speak or correspond with any employee or other person representing the
Recipient, concerning any matter relating to the contribution under this Agreement or
any benefit hereunder and who is required pursuant to the Lobbying Act, R.S.C. 1985, c.
· · --zr>1 '(lftff Supp.), as ainelTded, isTegistel ed prn scranttoti'ret~t. R.·8:6: 1985, c: -
44 (4th Supp. ), as amended. The Recipient also warrants that it has not and nor will it
make a payment or other compensation to any legal entity that is contingent upon or is
calculated upon the contribution hereunder or negotiating the whole or any part of the
terms of this Agreement.
17.16 Cooperation. The Ministry and the Recipient agree to cooperate with one another and
will be frank, candid and timely when dealing with one another and will endeavour to
facilitate the implementation of this Agreement.
17.17 Data. The Recipient agrees that the Government of Ontario may, in its sole discretion,
gather and compile information and data required under this Agreement and disclose
such information and data to the Government of Canada.
17.18 Priority. Where there is a conflict between one or more of the schedules of this
Agreement, the following order of priority shall apply: the "other provisions" contained in
Schedule "F", Schedule "A", Schedule "C", Schedule "B" and all other schedules.
17.19 Entire Agreement. The Agreement constitutes the entire Agreement between
Government of Ontario and the Recipient with respect to the subject matter contained in
the Agreement and supersedes all prior oral or written representations and/or
·agreements.
-END OF GENERAL TERMS AND CONDITIONS -
Page 24 of 47
I RinG/Ontario REG Contribution Agreement for Infrastructure Projects SCHEDULE "B" DESCRIPTION OF THE PROJECT($) PROJECT CONSTRUCTIOII ABORIGINAL Useful Life of PROJECT START DATE CONSULTATION Facility NUMBER PROJECT TITLE SCHEDULE L (years) I R1906 I Glendale Gymnasium Construction I 2009-08-13 I L.2 I 12 I :i I Page 25 I 10f 47 ' ,, !: I !
RinG/Ontario REG Contribution Agreement for Infrastructure Projects PROJECT DESCRIPTION 1: To create a space where academics, physical fitness and life skills training bring about self e teem, self worth; work ethic and confidence for the student. The immediate goal is to raise $944,300 for the purposes oft king advantage of a one time opportunity to construct a full sized field house at Glendale High School (GHS). The total funds forth ' project are to be put in place by September 2010 with it being available for community use on that date. ; Tillson burg has always been a very special place. It has a long history of hard working com Gnity-minded neighbours coming together to create, as our motto declares, "a place to build your future." Located at the intersection I of Oxford, Norfolk and Elgin counties, it plays an important role in the economy and development of South-Western Ontario. It se, es as a regional centre for industry, commerce, health care and recreation. l GHS is one of the cornerstones of what makes Tillsonburg and the surrounding area a speci ! place. Many of our graduates have gone on to contribute to Tillson burg's robustness and that of Canada's. A former mayor once r :ferred to Tillson burg and its surrounding area as the "centre of the universe." We have a mind set to get things done when they ha: e to get done. The Thames Valley District School Board (TVDSB) is moving the grade nines which currentlyiattend Annandale to Glendale with an anticipated target date of fall 2010. Also connected with this transfer of students to Glend' le is the slated closing of Norwich District High School (NDHS). This planned move of the grade nines and the closure of NDHS re uires the expansion and the retrofit of Glendale. As part of this, 13 more classrooms will be added to the existing 43. One of th 'se additional classrooms will be a 3,800 square foot gymnasium with a 2,300 square foot floor. ! The Tillsonburg and area community is presented with a onetime opportunity to construct a s ~te of the art indoor recreational facility. TVDSB is proposing to construct a 3,800 square foot single gymnasium. The constructio 1• of this 3,800 square foot facility fulfills the funding formula as set down by the Ministry of Education. This formula only deals with cl 1ssroom size. Given that Glendale is being expanded and retrofitted to potentially accommodate 1,000 students, only 'half a gy, '(3,800 square feet) is required as part of the expansion. I TVDSB has agreed that if the community would provide $944,300 in funding they would cons .ruct a full sized field house (7,600 square feet). 1 This opportunity to invest in a full field house will enhance high quality sport and recreational 'rograms to Tillson burg and the Tri County area of Norfolk, Elgin and Oxford. Through an agreement between TVDSB and the Corporation of the Town of Tillson burg, the ommunity will gain preferential access to the full sized facility after 6:00 pm during the week and also gain access on weekends. Page 26 ~f 47 !
RinG/Ontario REG Contribution Agreement for Infrastructure Projects
C.1 ELIGIBLE COSTS
SCHEDULE "C"
ELIGIBLE AND INELIGIBLE COSTS
C.1.1 Subject to Section C.2, Eligible Costs are all direct costs that are, in the Ministry's
opinion, properly and reasonably incurred and paid by the Recipient under a Contract for
goods or services necessary for the implementation of the Project:
a) the costs to rehabilitate or repair fixed capital assets or recreational infrastructure,
including new construction that is either adding to or replacing existing recreational
infrastructure assets or capacity;
b) the fees paid to professionals, technical personnel, consultants and contractors
speCifically engaged to UlidertaKe~the surv-eying, desi'g1 1, ef19il•eerin~it.!m~eet:tttJ'lfriflin~eg=·· ·~=~~
or construction of a project infrastructure asset and related facilities and structures;
c) the costs of environmental assessments, monitoring, and follow-up programs as
required by the Canadian Environmental Assessment Act, S.C. 1992, c. 37, as
amended and the Environmental Assessment Act, R.S.O. 1990, c. E. 18, as
amended and the costs of remedial activities, mitigation measures and follow-up
identified in any environmental assessment;
d) the costs described in Schedule "G" as Eligible Costs;
e) the costs of Project-related signage, lighting, Project markings and utility adjustments;
f) the costs of developing and implementing innovative techniques for carrying out the
Project, as determined by the Ministry;
g) costs of related to following the Aboriginal Consultation Protocol set out in Schedule
"L", including the translation of documents into languages spoken by the interested
Aboriginal community(ies);
h) Recipient audit and evaluation costs as specified in this Agreement, with the
exception of costs related to the retaining of an external auditor; and
i) other costs that are considered to be direct and necessary for the successful
implementation of the Project and that have been approved in advance, and in
writing, by the Ministry.
C.1.2 Employee and Equipment costs
The incremental costs of the Recipient's employees or equipment may be included in its
Eligible Costs under the following conditions.
a) the Recipient is a local, regional or First Nation's government;
b) the Recipient satisfies the Ministry that it is not economically feasible to tendera
Contract;
Page 27 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
c) employees or equipment are employed directly in respect of the work that would
have been the subject of the Contract; and
d) approved in advance and in writing by the Ministry.
C.2.1 INELIGIBLE COSTS
The following costs are ineligible for Financial Assistance:
a) costs incurred before June 26, 2009 and after March 31, 2011;
b) movable equipment;
c) services or works that, in the opinion of the Ministry, are normally provided by
the Recipient or a related party;
d) salaries and other employm-ent 6enefl!s of any employees ot the Rec1p1en
except as indicated in section C.1.2;
e) the Recipient's overhead costs, its direct or indirect operating or administrative
costs, and more specifically, its costs related to planning, engineering,
architecture, supervision, management and other activities normally carried out
by its staff;
f) costs of feasibility and planning studies;
g) taxes for which the Recipient is eligible for a tax rebate, credit or refund and all
other costs eligible for rebates, credits or refunds;
h) costs of land acquisition, leasing land, buildings, equipment and other facilities,
real estate fees and related costs;
i) financing charges, legal fees and loan interest payments (including those related
to easements (e.g. surveys));
j) the value of any goods and services which are received through donations or in
kind;
k) routine repair and maintenance costs; and
I) the costs described in Schedule "G" as Ineligible Costs.
Page 28 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects Project Number R1906 Total Eligible Costs($) $1,000,000 SCHEDULE"D" FINANCIAL ASSISTANCE Breakdown of Financial Assistance fhl I Expected Financial Assistance 2009-10 2010-11 $666,666 $0 Federal Maximum Financial Assistance $333,333 O~tario M I. a 1mum Fin· ncial Ass ~lance ! $34,3,333 ' ,,i Maximum Financial Assistance $666,666 Recipient's Obligation ($) Total Other Funds (as outlined in Schedule K) $333,334 Subject to .Section 4.4 of Schedule "A", the Ministry will provide Financial Assistance to t~[ .. e Recipient for each project described above following receipt and approval of a Progress Report specific to each project as I submitted on a monthly basis by the Recipient to the Ministry. I l The amount payable by the Ministry to the Recipient will be based on the invoice summl·. ry and attached invoices as submitted with each Progress Report and will be equal to the proportion of Maximum Financial Assist· nee to the Total Eligible Cost. I I The Ministry will pay up to 90% of the Maximum Financial Assistance per project prior to t b receipt from the Recipient of the Final Report specific to that project. The Ministry will retain 10% of the Maximum Financial Assi lance per project pending receipt of the Final Report specific to that project, regardless of Eligible Costs incurred by the Recipient bor to its completion ofthe Final Report specific to that project. The Ministry will pay the retained 10% of the Maximum Financial ~ssistance specific to that project upon acceptance of the Recipient's Final Report for that project and receipt of a Solemn Dec bration of Substantial Completion for a specific Project. Each such Final Report must contain the information required in the F hat Report as set out in Section 6.3 of Schedule "A". The Ministry is not obligated to pay interest on the 10% retained or any othe I payments under this Agreement. Page 29 pf 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
SCHEDULE "E"
FEDERAL REQUIREMENTS
The Ministry and the Recipient agree to the following Federal Requirements:
1. The Recipient acknowledges and agrees that the amount of Financial Assistance being
provided by the Ministry is dependent on the Ministry receiving funds for the Project from the
Government of Canada (the "Federal Government"). Should the Ministry not receive the
funds it expects to receive in relation to the Project from the Federal Government, the
Ministry may, in its sole discretion, Adjust the Financial Assistance being provided to the
Recipient pursuant to this Agreement (including, without limitation, requiring repayment of
Financial Assistance already paid to the Recipient).
2 .. ~The gecipientshaJI indemnify an<?. holg h~rmless the Federal Government, its officers,
a) The Project;
b) The performance of this Agreement or the breach of any term or condition of this
Agreement by the Recipient, its officers, employees and agents, or by a third party, its
officers, employees or agents;
c) The construction, design, ongoing operation, maintenance and repair of the Facility; or
d) Any omission or other willful or negligent act of the Recipient, its employees, officers
or agents;
Except to the extent to which such claims and demands, losses costs, damages, actions,
suits or other proceedings relate to the act or negligence of an officer, employee or agent of
the Federal Government in the performance of his or her duties.
3. The Recipient further agrees to indemnify and hold the Federal Government, its directors,
officers, employees and agents, for any incidental, indirect, special or consequential
damages, or any loss of use, revenue or profit, which the Federal Government, its directors,
officers, employees and agents may incur, otherwise than by reason of their own negligence
or wilful misconduct, as a result of or arising out of or in relation to any breach by the
Recipient of the terms of this Agreement, or the Recipient's own negligence or wilful
misconduct.
4. The Recipient acknowledges that the provisions of the Access to Information Act, R.S.C.
1985, c. A-1, as amended and the Privacy Act, R.S.C. 1985 c. P-21, as amended and
regulations thereunder bind the Federal Government.
5. The Recipient acknowledges that the. Federal Government is or will be the owner of certain
Page 30 of 47
RlnC/Ontario REC Contribution Agreement for Infrastructure Projects
distinguishing marks comprised of designs, trademarks and official marks in relation to
RlnC/Ontario REC (the "Federal Licensed Marks") and the Recipient is subject to the
requirements of Section 13 (Communication and Recognition) of this Agreement, with
appropriate changes, in relation to the Federal Licensed Marks.
6. No member of the House of Commons or of the Senate of Canada shall be admitted to any
share or part of any contract, agreement or commission made pursuant to this Agreement or
to any benefit arising therefrom.
7. Notwithstanding any provisions of this Agreement, all obligations of the Federal Government
incurred by virtue of this Agreement shall be subject to the Financial Administration Act,
R.S.C. 1985, c. F-11, as amended.
8. Pursuant to the requirements of the Canadian Environmental Assessment Act, S.C. 1992, c.
37, as amended, the Recipient will follow the general environmental mitigation measures
Od[lilled-ffnlie ClbCUillei 1l e11t1tled "SCre-EHfiHg Ul rdell11e Canadial'ftl l~il OflllleT'Ital .
Assessment Act" and any Project-specific environmental mitigation measures as
communicated to the Recipient by the Federal Government.
9. The Recipient acknowledges and agrees that the Federal Government may, in its sole
discretion, exercise the Ministry's right to monitor the Project, perform audits and/or gather
data pursuant to the terms and conditions of this Agreement
10. The Recipient shall, in all public communications (including but not limited to Web sites,
publications, news releases, presentations, annual reports, on-site signage) acknowledge
the financial contribution of the Governments of Canada and Ontario. The Recipient shall
consent to a form of acknowledgement which has been approved by the Minister or his/her
representatives, and which may include text in both official languages, an official
government symbol and/or other graphic elements. The Recipient also consents to limit the
acknowledgement to applications agreed upon by the Minister or his/her representatives
and to terminate the acknowledgement upon the request by the Minister or his/her
representatives.
11. The Recipient warrants that:
a) it has not, nor has any person on its behalf, paid or provided or agree to pay or
provide, to any person, directly or indirectly, a commission, contingency fee or any
other consideration (whether monetary or otherwise) that is dependant upon the
execution of the Agreement or the person arranging a meeting with any Public Office
Holder as defined in the Lobbying Act, R:S.C. 1985, c. 44 (4th Supp.), as amended;
b) it will not, during the term of this Agreement, pay or provide or agree to pay or
-provide to any person, directly or indirectly, a commission, contingency fee or any
other consideration (whether monetary or otherwise) that is dependant upon the
person arranging a meeting with any Public Office Holder;
c) any person who, for consideration, directly or indirectly, communicated with or
arranged a meeting with any Public Office Holder, in respect of any aspect of this
Agreement, prior to the execution of the Agreement, was in compliance with all
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R!nC/Ontario REC Contribution Agreement for Infrastructure Projects
requirements of the Act;
d) any person who, for consideration, directly or indirectly, during the term of this
Agreement and in respect of any aspect of this Agreement, communicates with or
arranges a meeting with any Public office Holder will be in compliance with all
requirements of the Act; and
e) at all relevant time the Recipient has been, is and will remain in compliance with the
Act.·
Page 32 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
R1906
SCHEDULE "F"
ADDITIONAL PROVISIONS
Glendale Gymnasium Construction
The Ministry and the Recipient agree to the following additional provisions:
1. Further to Section 16 of Schedule "A", notice can be given at the following addresses:
(a) If to the Ministry:
Ryan Kelly
Ministry of Tourism South-Western Region
700 Bay St, 151h Floor
Toronto, ON · -·--····-··
M5G 1Z6
Phone: 1 (416) 314-8899 Toll Free: 1-866-219-5001
Fax: 1(416)314-1961
E-mail : Ryan.Kelly@ontario.ca
Attention: Ryan Kelly, Program Consultant
(b) If to the Recipient:
Corporation of the Town of Tillson burg
200 Broadway St., 2nd Floor
Tillson burg
N4G 5A7
Phone : 519-842-6428 ext 3230
E-mail : mgraves@tillsonburg.ca
Attention: Michael Graves, Clerk
2. Other provisions: nil
3. Other Reporting Requirements: nil
Page 33 of 47
RlnC/Ontario REC Contribution Agreement for Infrastructure Projects
SCHEDULE"G"
COMMUNICATIONS REQUIREMENTS
Unless specified otherwise in Schedule "F", for the purposes of this Schedule "G" the Recipient
shall follow these communications requirements.
Purpose of Schedule
This Schedule describes the Recipient's responsibilities and financial obligations involved in the
joint communications activities and products for the Project to recognize the contributions of the
Federal Government, the Government of Ontario and the Recipient.
General Principles
~~Th~~Recipient agrees to work with RinG/Ontario REG otlic1als and-othetpaftiiers~to uriderfaf<"'e=·=--=--=-=··=· -~
communication activities for the Project in an open, effective and proactive manner, ensuring
equal recognition and prominence of all parties making a significant financial contribution to the
Project when logos, symbols, flags and other types of identification are used.
All parties making a significant financial contribution to the Project will receive equal recognition
and prominence when logos, symbols, flags and other types of identification are incorporated
into events, signs and plaques unless the Ministry specifies otherwise.
All events and signage will follow these Communications Requirements and any other
requirements that may be specified by the Ministry from time to time.
Both official languages will be used for public information and signage in accordance with the
Official Languages Act, R.S.C. 1985, c. 31 (4th Supp.), as amended.
The Recipient may produce information kits, brochures, public reports and Web pages providing
information on the Project and Agreement for private-sector interest groups, contractors and
members of the public. These products must indicate that the Project received Financial
Assistance from the Governments of Canada and Ontario under RinG/Ontario REC. The
Recipient will consult with the Governments of Canada and Ontario in preparing the content and
look of all such material. All communications referencing the Governments of Canada and
Ontario must be approved.
Events
The Recipient agrees that all Project-related milestone events, such as groundbreaking and
ribbon-cutting ceremonies, will be organized in cooperation with the Governments of Canada
and Ontario and any other parties making a significant financial contribution to the Project.
The Recipient will coordinate a mutually agreeable venue, date and time for the event in light of
the availability of all participants. Unless agreed to in advance, no event should take place
without at least fifteen (15) Business Days' notice to all Parties.
The Recipient may invite other elected officials and members of council. The Recipient should
Page 34 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
also invite local interested parties, such as contractors, architects, labour groups, and
community leaders as early as possible, and in consultation with the Governments of Canada
and Ontario, prior to the event.
All written communications (invitations, public service announcements, posters, news releases,
etc.) must indicate that the Project received Financial Assistance from the Governments of
Canada and Ontario under RinG/Ontario REC. The Governments of Canada and Ontario will
assist the Recipient in coordinating the attendance of federal and provincial representatives, as
well as developing an agenda, news release, etc. All parties will approve and receive final
copies.
Federal, provincial and municipal flags (where applicable) should also be on display at all
RinG/Ontario REC events.
The Table of Precedence for Canada, as established by Canadian Heritage
(http://www.pch.gc.ca/pgm/ceem-cced/prtcl/precedence-eng.cfm), or some other mutually
. accepta15fe protocol sl'iouTcfoerespecrea~. -
-
.
··-·· .....
Signage
The Recipient agrees to install Project signage to communicate the nature of the Project and the
involvement of the Governments of Canada and Ontario and the Recipient, in accordance with
federal and provincial signage guidelines available on the RinG/Ontario REC website at
www.rinc-on.ca
Eligible Costs
The Recipient will pay the costs of preparing and delivering communications activities and
products, including the organization of special events and the production of signage. These
costs are deemed to be Eligible Costs under the Agreement as specified below.
For the purposes of events, Eligible Costs include the following:
• Printing and mailing invitations
• Light refreshments, such as coffee, tea, juice, donuts, muffins, snacks
• Draping for plaque unveiling
• Project material for display and/or media kit
• Signage
• Rentals such as:
• flagpoles
• stage
• chairs
• podium
• PA system
The cost of certain items such as alcoholic beverages, china, tents, waiters, guest mileage or
transportation, wine glasses, lamps, tea wagons, plants, photographers and gifts are Ineligible
Costs.
Page 35 of 47
RinG/Ontario REG Contribution Agreement for Infrastructure Projects
For the purposes of signage, Eligible Costs include the following:
Maximum costs of $2,250 for a small sign and $4,250 for a large sign
Maximum costs of $2,500 for a permanent plaque
Page 36 of 47
----------·---.
RlnC/Ontario REC Contribution Agreement for Infrastructure Projects
Canada
SCHEDULE "H"
EXPENDITURE AND JOB CREATION REPORT
f')h,
t?ontario
Recreational Infrastructure Fund (RinC) in Ontario and Ontario Recreational Program
(Ontario REC)
EXPENDITURE AND JOB CREATION REPORT
Project Title: Glendale Gymnasium Construction
_ Pr()ject Number: R1906 -----~-----w--'•~-~-"""' ---------------~---
Expenditure Forecast Table
Jobs Created I Sustained Table
Average Number of
Temporary Jobs
Previous Quarter
(show date ranges)
Current Quarter
(show date ranges)
Prepared By:
Phone Number:
Report Date:
--
Page 37 of 47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
SCHEDULE "I"
BUDGET
Page 38 of 47
RinG/Ontario REC Contribution Agreement for lnfras~ructure Projects
SCHEDULE "J"
PROJECT TIMELINE
R1906
Glendale Gymnasium Construction
Project Construction Start Date: 2009-08-13
Anticipated Project End Date: 2010-08-31
1. Construction commenced August 13, 2009
structural steel complete, masonry
complete, footings and foundations
3. February 26, 2010
4. June 25, 2010
5. Wood floor system complete August 12, 2010
Page 39 of 47
RinG/Ontario REG Contribution Agreement for Infrastructure Projects
R1906
Glendale Gymnasium Construction
SCHEDULE "K"
OTHER FUNDING
The Other Funds are as follows (to be completed for each Project listed in Schedule "8"):
Page 40 of47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
1.0 Definitions
SCHEDULE "L.1"
ABORIGINAL CONSULTATION PROTOCOL
For the purposes of this Schedule "L.1", "Aboriginal Communities" includes the Indian, Inuit
and the Metis peoples of Canada or any other group that has legally been recognized as
holding Aboriginal or treaty rights under section 35 of the Constitution Act, 1982.
2.0 Responsibilities of the Recipient
2.1 The Recipient shall immediately notify the Ministry:
(i) of contact by any Aboriginal communities regarding the Project; or
and in either case, the Ministry may direct the Recipient to take such actions,
including without limitation suspension of the Project, as the Ministry may require. The
Recipient shall comply with the Ministry's direction.
2.2 The Recipient shall provide in any contracts with third parties for the Recipient's right
and ability to respond to direction from the Ministry as the Ministry may provide in
accordance with section 2.1.
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RlnC/Ontario REG Contribution Agreement for Infrastructure Projects
1.0 Purpose
SCHEDULE "L.2"
ABORIGINAL CONSULTATION PROTOCOL
The purpose of this Aboriginal Consultation . Protocol is to set out the responsibilities of the
Ministry and the Recipient in relation to consultation with Aboriginal Communities on the Project,
and to delegate procedural aspects of consultation from the Ministry to the Recipient.
1.1 Definitions
For the purposes of this Schedule "L2":
"Aboriginal Communities" includes the Indian, Inuit and the Metis peoples of Canada or any
other group that has legally been recognized as holding Aboriginal or treaty rights under section
a&m·fnee(i;®nstit~t. 1 9 82 .. -.... ~
"S. 35 Duty" means any duty the Ministry may have to consult and, where appropriate,
accommodate Aboriginal Communities in relation to the Project flowing from Section 35 of the
Constitution Act, 1982.
2.0 Responsibilities of the Ministry
2.1 The Ministry is responsible for:
(i) determining the Aboriginal Communities to be consulted in relation to the Project, if
any, and advising the Recipient of same;
(ii) the preliminary and ongoing assessment of the depth of consultation required with
the Aboriginal Communities;
(iii) at its discretion, delegating procedural aspects of consultation to the Recipient
pursuant to this Agreement;
(iv) directing the Recipient to take such actions, including without limitation suspension
of the Project, as the Ministry may require;
(v) satisfying itself, where it is necessary to do so, that the consultation process in
relation to the Project has been adequate and the Recipient is in compliance with
this Agreement; and
(vi) satisfying itself, where any Aboriginal or treaty rights and asserted rights of
Aboriginal Communities require accommodation, that Aboriginal Communities are
appropriately accommodated in relation to the Project .
3. 0 Responsibilities of the Recipient
3.1 The Recipient hereby acknowledges that, for the purposes of any S. 35 Duty borne by the
Ministry, the Recipient is the Ministry's delegate and in this capacity is responsible for carrying
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RinG/Ontario REC Contribution Agreement for Infrastructure Projects
out the procedural aspects of consultation delegated to it by the Ministry pursuant to this
Agreement.
3.2 The Recipient is responsible for:
(i) giving notice to the Aboriginal Communities regarding the Project, if such notice has
not already been given by the Recipient or the Ministry;
(ii) informing the Aboriginal Communities about the Project and providing to the
Aboriginal Communities a full description of the Project unless such description has
been previously provided to them;
(iii) following up with the Aboriginal Communities in an appropriate manner to ensure
that Aboriginal Communities are aware of the opportunity to express comments and
·· =c15i '~' i!n!b15'U!-~TE!' I" I O]E!et, · il 1clm:lil 19 arry·-ctmcel l'fS-regl!lfffiJ19'"'3'etve'FSe'it'l'1j:)'l!etS"''i'T
hunting, trapping, fishing, plant harvesting or on burial grounds or archaeological
sites of cultural significance to the Aboriginal Community;
(iv) informing the Aboriginal Communities of the regulatory and approval processes that
apply to the Project of which the Recipient is aware after reasonable inquiry;
(v) maintaining the Aboriginal Communities on the Recipient's mailing lists of interested
parties for environmental assessment and other purposes and providing to the
Aboriginal Communities all notices and communications that the Recipient provides
to interested parties and any notice of completion;
(vi) making all reasonable efforts to build a positive relationship with the Aboriginal
Communities in relation to the Project;
(vii) providing the Aboriginal Communities with reasonable opportunities to meet with
appropriate representatives of the Recipient and meeting with the Aboriginal
Communities to discuss the Project;
(viii) if appropriate, providing reasonable financial assistance to Aboriginal Communities
to permit effective participation in consultation processes for the Project;
(x) considering comments provided by the Aboriginal Communities regarding the
potential impacts of the Project on Aboriginal or treaty rights or asserted rights,
including adverse impacts on hunting, trapping, fishing, plant harvesting or on burial
grounds or archaeological sites of cultural significance to an Aboriginal Community,
or on other interests, or any other concerns or issues regarding the Project;
(xi) answering al)y questions to the extent of the Recipient's ability and receiving
comments from the Aboriginal Communities, notifying the Ministry of the nature of
the questions or comments received and maintaining a chart showing the issues
raised by the Aboriginal Communities and any responses the Recipient has
provided;
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RinG/Ontario REC Contribution Agreement for Infrastructure Projects
(xii) where an Aboriginal Community asks questions regarding the Project directly of the
Ministry, providing the Ministry with the information reasonably necessary to answer
the inquiry, upon the Ministry's request;
(xiii) subject to section 3.2 (xiv), where appropriate, discussing with the Aboriginal
Communities potential accommodation, including mitigation of potential impacts on
Aboriginal or treaty rights, asserted rights or associated interests regarding the
Project and reporting to the Ministry any comments or questions from the Aboriginal
Communities that relate to potential accommodation or mitigation of potential
impacts; ·
(xiv) consulting with the Ministry during all discussions with Aboriginal Communities
regarding accommodation measures, if applicable, and presenting to the Ministry for
the purposes of section 2.1 (v) hereof, the results of such discussions prior to
~ .. ·~~l"lerneetiee=acy applicablaaccammodatlcm .. meaSJJrjl,$.~ .. <!.1lC;L -~ .......
(xv) complying with the Ministry's direction to take any actions, including without limitation
suspension of the Project, as the Ministry may require.
3.3 The Recipient hereby acknowledges that, notwithstanding Section 3.1 above, the Ministry,
any provincial ministry having an approval role in relation to the Project, or any responsible
regulatory body, official, or provincial decision-maker, may participate in the matters and
processes enumerated therein as they deem necessary.
3.4 The Recipient will carry out the following functions in relation to record keeping, information
sharing and reporting to the Ministry:
(i) provide to the Ministry, upon request, complete and accurate copies of all
documents provided to the Aboriginal Communities in relation to the Project;
(ii) keep reasonable business records of all its activities in relation to consultation and
provide the Ministry with complete and accurate copies of such records upon
request;
(iii) provide the Ministry with timely notice of any Recipient mailings to, or Recipient
meetings with, the representatives of any Aboriginal Community in relation to the
Project;
(iv) immediately notify the Ministry of any contact by any Aboriginal Communities
regarding the Project and provide copies to the Ministry of any documentation
received from Aboriginal Communities;
(v) advise the Ministry in a timely manner of any potential adverse impact of the Project
on Aboriginal or treaty rights or asserted rights of which it becomes aware;
(vi) immediately notify the Ministry if any Aboriginal archaeological
resources are discovered in the course of the Project;
(vii) provide the Ministry with summary reports or briefings on all of its activities in relation
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RinG/Ontario REC Contribution Agreement for Infrastructure Projects
to consultation with Aboriginal Communities, as may be requested by the Ministry;
and
(viii) if applicable, advise the Ministry if the Recipient and an Aboriginal Community
propose to enter into an agreement directed at mitigating or compensating for any
impacts of the Project on Aboriginal or treaty rights or asserted rights.
3.5 The Recipient shall, upon request lend assistance to the Ministry by filing records and
other appropriate evidence of the activities undertaken both by the Ministry and by the Recipient
in consulting with Aboriginal Communities in relation to the Project, attending any regulatory or
other hearings, and making both written and oral submissions, as appropriate, regarding the
fulfillment of Aboriginal consultation responsibilities by the Ministry and by the Recipient, to the
relevant regulatory or judicial decision-makers .
.. 1.0 . No lmplicitAcknowledge_ment
4.1 Nothing in this Agreement shall be construed as an admission, acknowledgment,
agreement or concession by the Ministry or the Recipient, that a S. 35 Duty applies in relation
to the Project, nor that any responsibility set out herein is, under the Constitution of Canada,
necessarily a mandatory aspect or requirement of any S. 35 Duty, nor that a particular aspect
of consultation referred to in Section 3.1 hereof is an aspect of the S. 35 Duty that could not
have lawfully been delegated to the Recipient had the Parties so agreed.
5.0 General
5.1 This Agreement shall be construed consistently with but does not substitute for any
requirements or procedures in relation to Aboriginal consultation or the S. 35 Duty that may be
imposed by a ministry, board, agency or other regulatory decision-maker acting pursuant to
laws and regulations. Such decision-makers may have additional obligations or requirements.
Noneiheless, the intent of the Ministry is to promote coordination among provincial ministries,
boards and agencies with roles in consulting with Aboriginal Communities so that the
responsibilities outlined in this Agreement may be fulfilled efficiently and in a manner that
avoids, to the extent possible, duplication of effort by Aboriginal Communities, the Recipient, the
Ministry, and provincial ministries, boards, agencies and other regulatory decision-makers.
Page 45 of47
RinG/Ontario REC Contribution Agreement for Infrastructure Projects
SCHEDULE"M"
FORM OF CERTIFICATE
Project Number: R1906
RE:
CERTIFICATE OF The Corporation of the Town of Tillsonburg
Recreational Infrastructure Canada Program in Ontario (RinC) and Ontario
Recreational Program (Ontario REC)
AND RE: The Corporation of the Town of Tillson burg (the "Recipient")
Glendale Gymnasium Construction
ANDRE: Funding agreement entered into between the Recipient and Her Majesty the
Que811 Ill R@l'll otOI'Itl.fff:R:iatetl (ttnr"Agfeemenf'-)
TO: Her Majesty the Queen in Right of Ontario
The Recipient hereby certifies that:
1. It has fully and diligently reviewed the invoices included and summarized in the attached
report (the "Invoices").
2. All of the Invoices have been paid by the Recipient to third parties acting at arm's length.
3. Unless clearly specified in the attached report, all of the Invoices meet the requirements
of an Eligible Cost (as that term is defined and described in the Agreement).
4. All of the work related to the Invoices has been performed.
5. All of the work related to the Invoices was procured using a competitive process/tender if
and as required by Sections 5.6, 5.7 and 5.8 of Schedule "A" to the Agreement.
6. As of the date hereof, the Recipient is in full compliance of its obligations pursuant to the
Agreement.
DATED the day of
Corporation of the Town of Tillsonburg
by:
Name: Darrell Eddington
Title: Director of Finance
Page 46 of 47
RinG/Ontario REG Contribution Agreement for Infrastructure Projects
SCHEDULE "N"
SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION
Canada t")h f > z.,r Ontario
R1906
Construction of Athletic Field House
Recreational Infrastructure Fund (RinC) in Ontario and Ontario Recreational Program
(Ontario REC)
SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION
In the matter of the Agreement entered into between, Her Majesty the Queen in right of Ontario,
as represented by the Minister of Energy and Infrastructure and the Minister of Health Promotion, on
-· ·· -· ·"7Zellr---· -
I, a Registered---------(Engineer or Architect) in the Province
of Ontario, do solemnly declare as follows:
1. That I am the (title, department, organization), and as such have knowledge
of the matters set forth in this affidavit;
2. That the work identified as Project in the above-mentioned Agreement
---.,------(has/has not) been substantially completed as described in Schedule A,
dated on the day of 20_.
3. That the value (dollar amount) of substantially completed work on the Project, by March 31, 2011 is
_______ (dollars).
4. That the work:
a. Was carried out by----:-:--,.-~---,---(prime contractor), between
_________ (start date) and----------(completion date);
b. was supervised and inspected by qualified staff;
c. conforms with the plans, specifications and other documentation for the work; and
d. conforms with applicable environmental legislation, and appropriate mitigation measures have
been implemented.
Declared at ____ (city), in the Province of Ontario this ____ day of--------
20 .
(Signature)
Name: Witness Name:
Title: Title
Page 47 of 47