4332 ATT01 - Connecting Links Program Contribution Agreement•
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
BETWEEN:
CONNECTING LINKS PROGRAM CONTRIBUTION AGREEMENT
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the Minister of Transportation
("Ontario")
-and-
THE CORPORATION OF THE TOWN OF TILLSONBURG
(the "Recipient")
WHEREAS the Government of Ontario has created the Connecting Links Program to provide
funding to help municipalities construct and repair roads and bridges on designated Connecting
Links;
AND WHEREAS subsection 21 ( 1) of the Public Transportation and Highway Improvement Act,
R.S.O. 1990, c. P.50, as amended from time to time, (hereinafter referred to as, the "Act") states
that the Minister of Transportation may designate a highway or part of a highway as a Connecting
Link between parts of the King's Highway or as an extension of the King's Highway, to be
constructed and maintained by the Recipient road authority having jurisdiction over the highway;
AND WHEREAS subsection 21 (2) of the Act states that every such highway remains under the
jurisdiction and control of the road authority;
AND WHEREAS subsection 44(1) of the Municipal Act, 2001 S.O. 2001, c. 25, s. 485(1) as
amended from time to time, states that a municipality that has jurisdiction over the highway or
bridge shall keep it in a state of repair that is reasonable in the circumstances, including the
character and location of the highway or bridge;
AND WHEREAS the highway named in Schedule "A" to this Agreement is a highway under the
jurisdiction and control of the Recipient and has been designated as a Connecting Link or as an
extension to the Connecting Link by the Minister of Transportation in accordance with the
subsection 21 (1) of the Act;
AND WHEREAS subsection 116(1)(a) of the Act states that the Minister of Transportation may
enter into agreements for the purpose of the Act, including agreements related to among other
things the design and construction of any highway or bridge;
Page 1 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
AND WHEREAS subsection 116(2) of the Act states that any such agreement may provide that a
proportion of the costs arising from the agreement be paid out of the monies appropriated therefor
by the Legislature;
AND WHEREAS the Recipient has applied to the Connecting Links Program for funding to assist
the Recipient in carrying out the Project and Ontario wishes to provide funding for the Project;
AND WHEREAS the Recipient is eligible to receive funding under the Connecting Links Program to
undertake a Project;
NOW THEREFORE, in accordance with the principles set out above, the mutual covenants and
agreements herein and for other good and valuable consideration, the receipt and sufficiency of
which is expressly acknowledges, the Parties hereby agree as follows:
SECTION 1
INTERPRETATION
1.1 Definitions. For the purposes of this Agreement, the following terms shall have the following
meanings described below.
"Act" means the Public Transportation and Highway Improvement Act, R.S.O. 1990, c.P.50, as
amended from time to time.
"Aboriginal Group" includes the Indian, Inuit and Melis peoples of Canada or any other group
holding Aboriginal or treaty rights under section 35 of the Constitution Act, 1982.
"Adjust the Funds" means Ontario's right to adjust, without limitation, liability, costs or penalty any
Funds provided to the Recipient in respect of the Project under this Agreement.
"Agreement" means this agreement between Ontario and the Recipient, including all Schedules
attached hereto.
"Arm's Length" has the meaning given to it under the Income Tax Act (Canada) as in effect on the
Effective Date of this Agreement.
"Auditor General" means the Auditor General of Ontario.
"BPSAA" means the Broader Public Sector Accountability Act, 2010 (Ontario).
"Bridge" means a public bridge, and includes a bridge forming part of a highway or on, over, under
or across which a highway passes.
"Business Day" means any day on which the Government of Ontario offices are generally open
for business in the Province of Ontario.
"Communications Protocol" means the protocol set out under Schedule "F" of this Agreement.
"Conflict of Interest" includes any and all circumstances where the Recipient or any Person who
has the capacity to influence the Recipient's decisions has outside commitments, relationships or
Page 2 of 44
Connecting Links Program Intake 4 -2019120 Municipality Name: Town ofTillsonburg
financial interests that could, or could be seen, to interfere with the Recipient's objective, unbiased
and impartial judgment relating to the Project or this Agreement.
"Connecting Link" means the highway named in Schedule "A" to this Agreement that is a highway
under the jurisdiction of the Recipient and has been designated as a connecting link or as an
extension of a King's Highway by the Minister pursuant to subsection 21(1) of the Act.
"Connecting Links Program" means the program administrated by the Ministry of Transportation
to provide funding for the costs of the Connecting Link in accordance with the Act and the
Connecting Links Program Guide.
"Connecting Links Program Guide" means the Ministry's document, entitled "Ministry of
Transportation Connecting Links Program Guide," as amended from time to time by the Ministry,
that describes the Ministry's Connecting Link Program.
"Contractor" means any third-party contractor that the Recipient retains to undertake any part of
the work related to the construction of the Project.
"Consultant" means any third-party consultant, engineer, Project manager, architect or other
service provider, as the case may be, the Recipient retains to undertake any part of the work related
to the Project.
"Contract" means a contract between the Recipient and a third party at Arm's Length whereby the
latter agrees to provide a good or service for 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 (Ontario).
"Effective Date" means the date set out at Part B.1 of Schedule "B" of this Agreement.
"Eligible Costs" means the costs described in Part D.1 of Schedule "D" of this Agreement.
"End of Funds Date" means the date set out in Part C.3 of Schedule "C" of this Agreement.
"Event of Default" has the meaning given to it in section 15 of this Agreement.
"Expiration Date" means the date set out in Part B.4 of Schedule "B" of this Agreement.
"FIPPA" means the Freedom of Information and Protection of Privacy Act (Ontario).
"First Nation" means a band, as defined under section 2(1) of the Indian Act (Canada).
"Fiscal Year" means the period beginning April 1st in any year and ending on March 31 st of the
following year.
"Funds" means the total amount of funding Ontario is providing in Canadian currency to the
Recipient under this Agreement, subject to the terms and conditions of this Agreement.
"Highway" includes a common and public highway, street, avenue, parkway, driveway, square,
place, bridge, viaduct, trestle or any other structure incidental thereto, any part of which is intended
for or used by the general public for the passage of vehicles and includes the area between the
lateral property lines thereof.
Page 3 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
"Indemnified Party" means Her Majesty the Queen in Right of Ontario, Her Ministers, directors,
officers, agents, appointees, servants and employees.
"Ineligible Costs" means the costs described under Part D.2 of Schedule "D" of this Agreement.
"King's Highway" means a highway designated as a King's Highway by the Lieutenant Governor
in Council pursuant to the Act.
"Maximum Funds" means the amount set out under Part C.1 of Schedule "C" of this Agreement.
"Minister" means the Minister of Transportation.
"Ministry" means the Ministry of Transportation and any employees employed therewith.
"Ontario" means Her Majesty the Queen in Right of Ontario, as represented by the Minister of
Transportation or any other Minister who may have authority to administer this Agreement, unless
the context indicates otherwise.
"Parties" means Ontario and the Recipient.
"Party" means either Ontario or the Recipient, as the case may be.
"Project" means the Work to be performed for the project described in Schedule "A" of this
Agreement.
"Project Completion Date" means the date set out in Part 8.3 of Schedule "B" of this Agreement.
"PSSDA" means the Public Sector Salary Disclosure Act, 1996 (Ontario).
"Reports" means the reports set out in section 13 of this Agreement and set out in Schedule "G" of
this Agreement.
"Requirements of Law" means all applicable statutes, codes, acts, ordinances, orders, approvals,
decrees, injunctions, by-laws, rules, regulations, official plans, permits, licenses, authorizations,
directions and agreements with all authorities that now or at any time hereafter may relate to the
Recipient, the Project and this Agreement. Without limiting the generality of the foregoing, if the
Recipient is subject to the BPSAA, the PSSDA or any other type of broader public sector
accountability statutes, the BPSAA, the PSSDA and other type of broader public sector
accountability statutes are deemed to be Requirements of Law.
"Substantial Completion" has the same meaning as "substantially performed", as defined under
section 2(1) of the Construction Lien Act (Ontario).
"Term" means the period of time beginning on the Effective Date of this Agreement and ending on
the Expiration Date or the termination of this Agreement, whichever is shorter.
"Work" includes the goods and services to be performed to design, construct and reconstruct the
Connecting Link and such other work described in the Connecting Links Program Guide consistent
and necessary for the Project.
1.2 Reference To Statute Or Regulation. 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
Page 4 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
time be amended or modified and in effect and to any statute or regulations that may be
passed that have the effect of supplanting or superseding such statute or regulations.
1.3 Singular/Plural And Gender Terms. Each definition in this Agreement using a singular
capitalized term or other word or phrase shall also apply to the plural form and such term,
word or phrase and vice versa. All references to the masculine gender shall include
reference to the feminine or neuter gender and vice versa in each case as the context may
permit or require.
1.4 Pronouns. Each use in this Agreement of a neuter pronoun shall be deemed to include the
masculine and feminine variations thereof and vice versa and a singular pronoun shall be
deemed to include a reference to the plural pronoun and vice versa in each case as the
context may permit or require.
1.5 Sections And Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.
1.6 Recitals. The recitals to this Agreement do not form a part of the Agreement.
1.7 Accounting Terms, Calculations And Submission Of Financial Data. All accounting
terms not defined in this Agreement shall have the meanings usually ascribed to them. All
calculations will be made and all financial data to be submitted will be prepared in
accordance with the applicable accepted accounting principles in effect in Ontario.
SECTION 2
THE AGREEMENT
2.1 The Agreement. The Agreement includes this document and the following Schedules
attached to this document, as such Schedules may be amended from time to time in
accordance with this Agreement.
Schedule
"A" Project Description
"B" Operational Requirements Under The Agreement
"C" Financial Information For The Project
"D" Eligible And Ineligible Costs
"E" Aboriginal Consultation Requirements
"F" Communications Protocol
"G" Reporting Requirements
2.2 Conflict. In the event of a conflict between any of the documents that form part of this
Agreement, the conflict shall be resolved in the following descending order:
(a) This document; and
(b) The Schedules attached to this document.
2.3 Expiration Date Of Agreement. This Agreement shall expire on the Expiration Date, unless
amended or terminated prior to this date in accordance with this Agreement.
Page 5 of 44
Connecting links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
SECTION 3
GENERAL ROLES AND RESPONSIBILITIES OF THE PARTIES UNDER THE AGREEMENT
3.1 Provision Of Funds. Ontario agrees, subject to the terms and conditions of this Agreement
to provide up to the Maximum Funds to the Recipient in accordance with Schedule "C" of
this Agreement. The Recipient is solely responsible for securing any additional funding, if
needed, to complete the Project. The Recipient must have such funding or have secured
access to the funding prior to commencing the Project. Ontario may require proof that
funding has been secured for the Project before providing any Funds under this Agreement.
3.2 Ontario's Role Under Agreement Strictly Limited To Providing Funds. The Recipient
acknowledges and agrees that Ontario's role is strictly limited to providing Funds and that
Ontario will have no other involvement in the Project or its subsequent maintenance and
operation. Ontario is not a manager, decision-maker nor an advisor to the Recipient in
relation to the Project. Notwithstanding the generality of the foregoing and without limitation,
the fact that Ontario may conduct performance reviews and/or audits as provided for
hereinafter or issues directions under the terms and conditions of this Agreement shall not
be construed by the Recipient as Ontario having a management, decision-making or
advisory role. The Recipient further agrees that the Recipient will not seek to include Ontario
as a decision-maker, advisor or manager of the Project through recourse to a third party,
court, tribunal or arbitrator.
3.4 Funds Limited To Specific Project. The Recipient shall only use the Funds being provided
under this Agreement towards Project, as described in Schedule "A" of this Agreement. The
Recipient further agrees that it will not make any changes to the Project, as described in
Schedule "A" of this Agreement, without first obtaining Ontario's prior written consent.
3.5 Responsibility For Project. The Recipient acknowledges and agrees that the Recipient,
as opposed to Ontario, is solely responsible for the undertaking, implementation, completion,
operation and/or maintenance of the Project. The Recipient further agrees that the Recipient
will not seek to hold Ontario responsible for the undertaking, implementation, completion,
operation and/or maintenance of the Project through recourse to a third party, court, tribunal
or arbitrator.
3. 6 Project Completion. The Project shall be Substantially Completed by the Project
Completion Date.
3. 7 Project Financing. The Recipient acknowledges and agrees that:
(a) It is solely responsible for making any alternative arrangements that may be required
to obtain additional financing for the Project in the event that its original financing
situation;
(b) It is solely responsible for covering any unapproved expenditures and cost overruns;
and
(c) It is solely responsible for securing any additional financing required to complete the
Project.
3.8 Asset Retention. The Recipient shall comply with Part B.6 of Schedule "B" of this
Agreement as it relates to the retention of any assets purchased, rehabilitated or built with
Funds being provided under this Agreement.
Page 6 of 44
Connecting Links Program Intake 4-2019/20 Municipality Name: Town of Tillsonburg
3.9 Behavior Of Recipient. The Recipient shall carry out any Project in an economical and
business-like manner, in accordance with the terms and conditions of this Agreement,
subject to any reasonable amendments Ontario may agree to or require from time to time in
writing.
3.10 Ontario Not Responsible For Recipient Obtaining Permits Or Approvals. For greater
certainty, the Parties acknowledge and agree that the entering into this Agreement does not
in any way obligate any regulatory authority established under an Act of the Ontario
Legislature to issue any type of approval, license, permit or similar authorization that the
Recipient may need or want in relation to the Project or to meet any terms or conditions
under this Agreement
3.11 Ontario May Impose Additional Conditions On The Recipient. Ontario may impose, at
any time, such additional terms or conditions on the Recipient in terms of the Recipient's
operations that relate to the use of any Funds which Ontario, acting reasonably, considers
appropriate for the proper expenditure and management of the Funds. For greater certainty,
any additional terms or conditions Ontario may impose shall be supplements to the existing
terms and conditions of this Agreement as opposed to amendments to the terms and
conditions of this Agreement.
SECTION 4
FUNDS
4.1 Use Of Funds. Any Funds being provided under this Agreement shall only be used for the
payment of Eligible Costs for the Project.
4.2 Deposit Of Funds In Interest-Bearing Account At Canadian Financial Institution. The
Recipient shall deposit and retain any Funds being provided under this Agreement in an
interest-bearing account in the name of the Recipient at a Canadian financial institution in
Canada.
4.3 Interest Earned By Recipient. The Recipient shall report to Ontario the amount of any
interest earned on any Funds provided to the Recipient under this Agreement in accordance
with Reports set out under Schedule "G" of this Agreement. The Recipient shall, unless
otherwise directed by Ontario, only use any interest earned on the Funds for Eligible Costs
for the Project.
4.4 Cost Must Be An Eligible Cost. For a cost to be considered an Eligible Cost and therefore
eligible to be paid from the Funds being provided under this Agreement, the cost must be
specifically set out under Part D.1 of Schedule "D" of this Agreement.
4.5 Ineligible Costs Shall Not Be Covered Under Agreement. Any costs set out in Part D.2
of Schedule "D" of this Agreement are Ineligible Costs and shall not be eligible to be paid
from the Funds being provided under this Agreement.
4.6 Ontario May Declare Costs To Be Eligible. Despite section 4.4 of this Agreement, but
subject to section 4.5 of this Agreement, costs not specifically set out in Part D.1 of Schedule
"D" of this Agreement may be deemed in writing to be an Eligible Cost by Ontario, in its sole
and absolute discretion on a case-by-case basis.
4. 7 New Information. In the event of new information, errors, omissions or other circumstances
affecting the determination of the amount of any Funds being provided under this Agreement,
Page 7 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
Ontario may, in its sole and absolute discretion, Adjust the Funds being provided under this
Agreement.
4.8 Repayment Of Funds. The Recipient shall repay Funds to Ontario where:
(a) The Recipient has used the Funds for a purpose not agreed to by Ontario;
(b) The Recipient still has Funds under its charge, management or control upon the
expiry or termination of this Agreement; and
(c) The Recipient receives an overpayment by Ontario and is notified by Ontario of said
overpayment,
within twenty (20) Business Days of receiving a written demand from Ontario, after which the
outstanding amount may be subject to interest charges in accordance with section 16.17 of
this Agreement. Where the Recipient receives an overpayment and has not received a
notice from Ontario in regards to that overpayment, the Recipient shall notify Ontario of the
overpayment within twenty (20) Business Days of becoming aware of the overpayment.
4.9 Insufficient Funds Provided By Legislature. If, in the opinion of the Minister, the Ontario
Legislature does not provide sufficient funds to continue the Funds for any Fiscal Year which
this Agreement is in effect, Ontario may immediately, without any liability, cost or penalty
and without any prejudice to any other rights or remedies Ontario has under this Agreement
or at law or equity, terminate this Agreement.
4.10 Ontario May Adjust The Funds. Despite any other provision in this Agreement, Ontario
may Adjust the Funds being provided under this Agreement without liability, cost or penalty.
4.11 Funds Are Part Of Social Or Economic Program. The Recipient acknowledges and
agrees that any Funds provided under this Agreement is for the administration of social or
economic programs or the provision of direct or indirect support to members of the public in
connection with social or economic policy.
SECTION 5
PAYMENT UNDER AGREEMENT
5.1 Eligibility Of Costs Or Expenses. In order for a cost or expense to be eligible to be paid
from the Funds being provided under this Agreement, the cost or expense:
(a) Must be reasonable;
(b) Must be directly related to the Project;
(c) Must be an Eligible Cost;
(d) Must not be an Ineligible Cost; and
(e) Must, subject to sections 4.4 and 4.5 of this Agreement, have been incurred on or
after July 15, 2019 and prior to the Project Completion Date.
5.2 Payment Of Funds. Subject to all terms and conditions of this Agreement, Ontario shall
pay any Funds to the Recipient in accordance with Part C.4 of Schedule "C" of this
Agreement.
5.3 Conditions Precedent For Payment Of Funds. Despite section 5.2 and Part C.4 of
Schedule "C" of this Agreement, Ontario may withhold the payment of any Funds to the
Recipient without liability, costs or penalty until the Recipient has met the following conditions
precedent:
Page 8 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
(a) The Recipient has provided evidence that the insurance required by section 8.1 of
this Agreement has been obtained within ten (10) Business Days of Ontario's
request;
(b) The Recipient has provided Ontario with any requested information within ten (10)
Business Days of Ontario's request; and
(c) The Recipient has not or is not meeting any duty to consult with Aboriginal Groups
requirements set out under this Agreement.
5.4 Withholding Payment Of Funds. Ontario may, in its sole and absolute discretion, withhold
the payment of any Funds to the Recipient under this Agreement without liability, costs or
penalty where:
(a) Ontario is of the opinion that the Project is not progressing in accordance with how
other Projects of a similar size and scope would progress under similar
circumstances; and
(b) Ontario is of the opinion that the Recipient is, without limitation, not in compliance
with any other agreements that the Recipient has entered into with Her Majesty the
Queen in Right of Ontario where Ontario may be providing financial assistance to the
Recipient, directly or indirectly, under that agreement. Where Ontario withholds the
payment of any Funds to the Recipient, the following shall apply:
(i) Ontario has complete and absolute discretion to determine whether the
Recipient is in compliance with the terms or conditions of any other funding
agreements, such as the Ontario Community Infrastructure Fund, whereby
the Recipient is receiving, directly or indirectly, funding from Ontario;
(ii) Ontario shall continue to withhold any payments of any Funds to the Recipient
under this Agreement until the Recipient has come into compliance with the
terms and conditions of any other agreement whereby the Recipient receives,
directly or indirectly, funding from Ontario; and
(iii) Ontario agrees that it will act reasonably when applying this section 5.4 of the
Agreement and shall promptly notify the Recipient of any determinations
made by Ontario with respect to the application of this section 5.4 of the
Agreement.
SECTION 6
RECIPIENT'S REPRESENTATIONS, WARRANTIES, COVENANTS, ACKNOWLEDGEMENTS AND
AGREEMENTS
6.1 Recipient's Representations, Warranties And Covenants. The Recipient represents,
warrants and covenants that:
(a) It validly exists as a legal entity, and will continue to exist for the Term of the
Agreement, with full power to perform and observe all of the terms and conditions of
this Agreement and that it will continue to validly exist until the Expiration Date of this
Agreement;
(b) It has the authority and any necessary approvals to enter into this Agreement and to
carry out its terms and conditions and that it is not bound by any other agreement
that would in any way interfere with Ontario's rights under this Agreement;
(c) Where applicable, it has passed the requisite by-laws to undertake any Project in
which Funds are directed;
Page 9 of 44
Connecting Links Program Intake 4-2019120 Municipality Name: Town ofTillsonburg
(d) It is conducting its business in accordance with all Requirements of Law and it shall
continue to conduct its business in accordance with all Requirements of Law until the
Expiration Date of this Agreement;
(e) It has all permits, approvals, licenses, certificates or other similar documents that are
required to carry out any Project to which Funds are directed or that it will apply for
all permits, approvals, licenses, certificates or other similar documents before
carrying out the Project; and
(f) All information provided to Ontario in relation to any Funds being provided under this
Agreement remains true, correct and complete as of the date this Agreement is
signed in every material respect, except as set out to the contrary herein.
6.2 Additional Covenants. The Recipient undertakes to advise Ontario within five (5) Business
Days of the occurrence during the Term of this Agreement of any actions, suits or other
proceedings which could or would prevent compliance with the terms and conditions of this
Agreement.
6.3 Recipient Shall Provide Proof Of Compliance Upon Ontario's Request. The Recipient
shall, upon receiving a written notice from Ontario, provide to Ontario with proof of the
matters referred to in sections 6.1 to 6.2 of this Agreement within the time period set out in
the notice. Despite section 5.2 and Part C.4 of Schedule "C" of this Agreement, and without
limiting the generality of section 5.3 of this Agreement, Ontario may withhold the payment of
any Funds under this Agreement without liability, costs or penalty until the Recipient provides
Ontario with proof of its compliance with the matters referred to in sections 6.1 to 6.2 of this
Agreement. Ontario may also, despite anything else in this Agreement and without limiting
any remedies Ontario may have under this Agreement, at law or equity, Adjust the Funds if
the Recipient is not in compliance with the matters referred to in sections 6.1 to 6.2 of this
Agreement at any time during the Term of this Agreement.
SECTION 7
CONFLICT OF INTEREST AND CONFIDENTIALITY
7.1 No Conflicts Of Interest. The Recipient shall ensure that any Person associated with the
Project in whatever capacity carries out the administration of any Funds in all its aspects
without an actual, potential or perceived Conflict of Interest.
7.2 Disclosure Of Conflict Of Interest Situations. The Recipient shall:
(a) Disclose to Ontario, without delay, any situation that a reasonable person would
interpret as an actual, potential or perceived Conflict of Interest; and
(b) Comply with any terms and conditions that Ontario may impose as a result of the
disclosure.
7.3 Ontario Bound By FIPPA. The Recipient acknowledges that the provisions of the FIPPA
and its regulations bind Ontario.
Page 10 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town ofTillsonburg
SECTION 8
INSURANCE
8.1 Recipient Shall Have Insurance. The Recipient shall put in effect and maintain until the
Expiration Date of this Agreement at its own expense or arrange for its Consultant or
Contractor to have all necessary insurance that would be considered appropriate for the
Project and shall ensure that there is Commercial General Liability Insurance, for third party
bodily injury, personal injury and property damage to an inclusive limit of not less than the
amount indicated in Part B.2 of Schedule "B" of this Agreement per occurrence with insurers
with an A.M. Best rating of B+ or equivalent. The Commercial General Liability Insurance
policy shall include:
(a) The Indemnified Party as an additional insured with respect to liability arising in the
course of performance of the Recipient's obligations under, or otherwise in
connection with, the Agreement;
(b) A cross-liability clause;
(c) Contractual Liability coverage;
(d) Products and Completed Operations Liability coverage;
(e) Employers Liability;
(f) Tenants Legal Liability (for premises/building leases only);
(g) Non-Owned automobile coverage with blanket contractual and physical damage
coverage for hired automobiles; and
(h) A thirty (30) day written notice of cancellation, termination or material change clause.
8.2 Ontario To Have Priority Right On Any Proceeds Of Insurance Policy. The Recipient
acknowledges and agrees that Ontario shall have a priority over any other Person, including
the Recipient, to use or enjoy the benefits of the proceeds from the insurance required under
section 8.1 of this Agreement to pay any claim, suits, judgments, demands, expenses,
actions, causes of action and losses, including, without limitation, reasonable legal expenses
and any claim for a lien made pursuant to the Construction Lien Act (Ontario) and for any
and all liability for damages to property and injury to persons, including death, that may be
brought against Ontario as a result of this Agreement.
SECTION 9
LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1 Exclusion Of Liability. In no event shall Ontario be liable for any general, compensatory,
incidental, special or consequential damages, or any loss of use, revenue or profit by the
Recipient or the Recipient's officers, servants, employees and agents arising out of or in any
way related to this Agreement.
9.2 Recipient To Indemnify Ontario. The Recipient shall indemnify and hold harmless the
Indemnified Party from and against all suits, judgments, claims, demands, expenses,
actions, causes of action and losses, including, without limitation, reasonable legal expenses
and any claim for lien made pursuant to the Construction Lien Act (Ontario), and for any and
all liability for damages to property and injury to persons, including death, which the
Indemnified Party may incur, otherwise than by reason of the Indemnified Party's own gross
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, as a result of or arising out of or in relation to:
Page 11 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
(a) The performance of this Agreement or the breach of the terms of this Agreement by
the Recipient, its officers, servants, employees and agents, or by a third party and
any of its officers, employees servants or agents;
(b) The ongoing operation, maintenance and repair of the Project; or
(c) Any omission or other wilful or negligent act of the Recipient, a third party or their
respective employees, officers, servants or agents.
9.3 Further Indemnification Of Ontario. The Recipient further agrees to indemnify and hold
harmless the Indemnified Party from any general, compensatory, incidental, indirect, special
or consequential damage or any loss of use, revenue or profit which the Indemnified Party
may incur or related in any way to this Agreement or the Project in tort, contract or otherwise
other than by reason of the Indemnified Party's own gross negligence or wilful misconduct,
as a result of or arising out or in relation to:
(a) The performance of this Agreement or any breach of the terms and conditions of this
Agreement by the Recipient, its officers, servants, agents, employees and
Consultants or by a third party and any of its officers, servants, agents or employees
where the third party entered into a Contract with the Recipient in relation to the
Project;
(b) The ongoing operation, maintenance and repair of the Project; or
(c) Any omission or negligent act or misconduct of the Recipient its officers, servants,
agents, employees, Contractors and Consultants or by a third party and any of its
officers, servants, agents or employees where the third party entered into a Contract
with the Recipient in relation to the Project.
9.4 Further Indemnification Requirements. The following are additional requirements related
to the Recipient's indemnification of Ontario:
(a) The Recipient shall, at its own expense, to the extent requested by Ontario,
participate in or conduct the defence of any proceedings against any Indemnified
Party and any negotiations for their settlement;
(b) Ontario may elect to participate in or conduct the defence of any proceeding by
providing notice to the Recipient of such election without prejudice to any other rights
or remedies that Ontario has under this Agreement, at law or in equity. Each Party
participating in the defence shall do so by actively participating with the other's
counsel;
(c) The Recipient shall not enter into a settlement of any proceeding against an
Indemnified Party unless the Recipient has obtained the prior written approval of
Ontario. If the Recipient is requested by Ontario to participate in or conduct the
defence of any proceeding, Ontario will cooperate with and assist the Recipient to
the fullest extent possible in the proceeding and any related settlement negotiations;
and
(d) If Ontario conducts the defence of any proceedings, the Recipient shall cooperate
with and assist Ontario to the fullest extent possible in the proceedings and any
related settlement negotiations.
9.5 Recipient To Require Third Parties To Indemnify Ontario. The Recipient shall use all
reasonable efforts to ensure that all third parties that the Recipient enters into a Contract
with indemnify and hold harmless the Indemnified Party from and against all suits,
judgments, claims, demands, expenses actions, causes of action and losses, including,
without limitation, reasonable legal expenses and any claim for lien made pursuant to the
Construction Lien Act (Ontario), and for any and all liability for damages to property and
injury to persons, including death, which the Indemnified Party may incur, otherwise than by
Page 12 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town ofTillsonburg
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, as a result of or arising out of or in relation to:
(a) The performance of this Agreement or the breach of the terms of this Agreement by
the Recipient, its officers, servants, employees and agents, or by a third party and
any of its officers, employees servants or agents;
(b) The ongoing operation, maintenance and repair of the Project; or
(c) Any omission or other wilful or negligent act of the Recipient, a third party or their
respective employees, officers, servants or agents.
The Recipient shall also use commercially reasonable efforts to ensure that the terms and
conditions set out under section 9.4 of this Agreement are included in any Contracts that the
Recipient enters into with any third party. The Recipient further agrees to take and
implement any reasonable direction from Ontario in relation to the enforcement or assertion
of this section 9.5 of the Agreement as against any third party.
9.6 Recipient To Limit Heads Of Damage As Against Ontario In Contracts With Third
Parties. The Recipient shall use commercially reasonable efforts to include in the
Recipient's Contracts with any third party a provision that provides notwithstanding anything
else, and in no event whatsoever, shall Ontario be liable to the third party for any incidental,
indirect, special or consequential damage or any loss of use, revenue or profit which the
Indemnified Party may incur as a result of anything under or related in any way to this
Agreement or the Project in tort, contract or otherwise. The Recipient agrees to take and
implement any reasonable direction from Ontario in relation to the enforcement of this
section 9.6 of the Agreement as against any third party.
SECTION 10
ACQUISITION OF GOODS AND SERVICES
10.1 Acquisition. Despite anything else contained in this Agreement, the Recipient shall ensure
that all goods and services purchased with any Funds being provided under this Agreement
are purchased or acquired in a fair and transparent manner and at competitive prices that
are no greater than fair market value after deducting trade discounts and/or any other
discounts available to the Recipient.
10.2 Ontario Not Responsible For Claims Under Tender/Bidding Process. Without limiting
the generality of section 9.1 of this Agreement, Ontario shall not be responsible for any claim
arising from the tender and bidding process in relation to any Project in which Funds are
directed.
10.3 Competitive Procurement Process. The Recipient shall acquire and manage its
equipment, services and supplies, including any construction component, required for any
Project in which Funds are directed through a transparent and fair process that promotes
the best value for the Funds expended. Without limiting the generality of the foregoing,
where the Recipient is a municipal entity to which the Municipal Act, 2001 (Ontario) is
applicable, the Recipient shall follow its procurement policies as required under the Municipal
Act, 2001 (Ontario). Where the Recipient is a Local Services Board or any other entity not
covered by the Municipal Act, 2001 (Ontario), the Recipient shall ensure that for equipment,
services and supplies, the estimated costs of which exceed twenty-five thousand dollars
($25,000.00), the Recipient obtains at least three (3) written quotes unless Ontario gives
Page 13 of 44
Connecting Links Program Intake 4 -2019120 Municipality Name: Town of Tillsonburg
prior written approval. The requirement for a competitive process under this section 10.2 of
the Agreement may be waived with prior written approval by Ontario, if:
(a) The equipment, services or supplies the Recipient is purchasing is specialized and
is not readily available; or
(b) The Recipient has researched the market for a similar purchase within the last two
(2) years and knows prevailing market costs for the equipment, services or supplies
purchased.
10.4 BPSAA. For the purposes of clarity, if the Recipient is subject to the BPSAA and there is a
conflict between any of the requirements of this Agreement and the requirements of the
BPSAA, the BPSAA shall apply.
10.5 Contracts. The Recipient shall ensure that all Contracts:
(a) Are consistent with this Agreement;
(b) Do not conflict with this Agreement;
(c) Incorporate the relevant provisions of this Agreement to the fullest extent possible;
(d) Are managed in a way that is transparent, competitive and consistent with value for
money principles
(e) Require that any third parties thereto comply with all Requirements of Law; and
(f) Authorize Ontario to collect, use and disclose in accordance with the Requirements
of Law information and data gathered by the third party in connection with Project,
perform audits of the third party and monitor the Project as Ontario sees fit.
10.6 Costs Of Contracts Not Awarded In Compliance With This Section May Be Deemed
Ineligible. If Ontario determines that the Recipient has awarded a Contract in a manner that
is not in compliance with this section 10 of the Agreement, Ontario may, upon written
notification to the Recipient, deem the costs associated with the Contract as being ineligible
for payment from the Funds.
10.7 Recipient To Keep Records Of Contracts. The Recipient shall keep and maintain proper
and accurate accounts and records, including, but not limited to, all Contracts, invoices,
statements, receipts and vouchers in relation to the Project for a period of at least seven (7)
years after the Term of this Agreement.
10.8 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
applicable requirements of Annex 502.4. In the event of any conflict between the
requirements of any other provisions of this section 10 of the Agreement and the
requirements of Annex 502.4, the requirements of Annex 502.4 shall apply to the extent of
the conflict.
SECTION 11
ABORIGINAL CONSULTATION
11.1 Provision Of Funds Dependent Upon Ontario Meeting Its Duty To Consult Obligations.
The Recipient hereby acknowledges and agrees that the provision of any Funds under this
Agreement is strictly conditional upon Ontario satisfying any obligation it may have to consult
Page 14 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
with and, if required, accommodate any Aboriginal Group with an interest in the Project in
which Funds are directed in order for the Project to proceed.
11.2 Recipient Ontario's Delegate For Purposes Of Consultation With Aboriginal Groups.
By entering into this Agreement, Ontario delegates the procedural aspects of any
consultation obligations Ontario may have with any Aboriginal Group in relation to the Project
to the Recipient as set out in Schedule "E" of this Agreement. The Recipient, by signing this
Agreement, acknowledges that Ontario has delegated the procedural aspects of any
consultation obligations Ontario may have with any Aboriginal Group in relation to the Project
and accepts said delegation and agrees to act diligently as Ontario's delegate so as to
preserve the Honour of the Crown in relation to any consultation obligations Ontario may
have in relation to the Project.
11.3 Recipient's Obligations In Relation To Consultations. The Recipient shall:
(a) Be responsible for consulting with any Aboriginal Group that has an interest in the
Project on behalf of Ontario in accordance with Schedule "E" of this Agreement;
(b) Take directions from Ontario in relation to consulting with any Aboriginal Group with
an interest in the Project as well as any other directions Ontario may issue in relation
to consultations, including suspending or terminating the Project; and
(c) Provide a detailed description of any actions it took in relation to consultation with
any Aboriginal Group with an interest in the Project, as set out under Schedule "G"
of this Agreement.
11.4 Recipient Shall Not Start Construction On The Project Until Recipient Provides
Evidence To Ontario That Notice Of The Project Has Been Given To Identified
Aboriginal Groups as Directed by Ontario. The Recipient shall not commence or allow
any third party to commence construction on any aspect of the Project for forty-five (45)
Business Days, or such other time as Ontario may direct, after it has provided Ontario_ with
written evidence that the Recipient has sent notice about the Project to the Aboriginal Groups
identified in accordance with Schedule "E" of this Agreement.
SECTION 12
COMMUNICATIONS
12.1 Recipient To Follow Communications Protocol. The Recipient shall follow the
Communications Protocol set out under Schedule "F" of this Agreement.
SECTION 13
REPORTS
13.1 Reports. The Recipient shall submit the Reports set out in Schedule "G" of this Agreement
in accordance with the dates set out for each of those Reports set out in Schedule "G" of the
Agreement. The Recipient shall follow such reasonable administrative procedures as
Ontario may specify from time to time.
13.2 Additional Reports Upon Request. The Recipient shall, upon Ontario's request in writing,
collect such information and provide such additional reports as Ontario may specify from
time to time during the Term of this Agreement. The Recipient shall provide any additional
reports within ten (10) Business Days of the request, unless the request provides otherwise.
Page 15 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town ofTillsonburg
13.3 Compliance Attestation. The Recipient shall provide a compliance attestation that is
signed by the Recipient's Administrative Officer/Clerk or Treasurer for any reports required
under sections 13.1 and 13.2 of this Agreement.
SECTION 14
RECORDS, INSPECTION, AUDITS AND THE PROVISION OF INFORMATION
14.1 Recipient's Obligations Under Agreement. The Recipient:
(a) Shall keep and maintain all financial records, receipts, invoices and other financially-
related documents relating to any Funds or otherwise in relation to the Project in a
manner consistent with generally accepted accounting principles and clerical
practices, and shall maintain such records and keep them available for review by
Ontario for a period of seven (7) years from the Expiration Date of this Agreement;
and
(b) Shall maintain all non-financial documents and records relating to any Funds or
otherwise to the Project, including any records it receives about the people it serves,
in a confidential manner consistent with all Requirements of Law.
14.2 Ontario May Inspect Recipient's Premises And Projects' Premises At Any Time.
Ontario reserves the right to inspect the Recipient's premises and any premises of the
Project at any time as it relates to the provision of any Funds under this Agreement. Without
limiting the generality of the foregoing, the Recipient hereby authorizes Ontario, its
employees and agents, including the Auditor General, to, upon twenty-four (24) hours'
written notice and during normal business hours, enter the Recipient's premises to review
the status of the Project and to copy any financial records, invoices and other financially-
related documents, including all Contracts the Recipient has entered into in relation to the
Project.
14.3 Audits. Ontario may, at its own expense, conduct audits of the Project. Ontario may require
the assistance of an external auditor to carry out an audit. If so, Ontario shall be responsible
for retaining the external auditor.
14.4 Auditor General. The Auditor General may, at the Auditor General's cost, conduct an audit
with respect to the use of any Funds under this Agreement. For the purposes of facilitating
such an audit, the Recipient shall release to Ontario upon request and in a timely manner,
for the purpose of releasing to the Auditor General:
(a) All records held by the Recipient, or by agents or contractors of the Recipient relating
to this Agreement and/or the use of the Funds; and
(b) 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
or the use of the Funds.
14.5 Information. The Recipient shall supply to Ontario, within ten (10) Business Days of
receiving a written request, such information in respect of this Agreement or the Project as
Ontario requests unless the request provides otherwise.
14.6 Provision Of Information Is A True Condition Precedent. If, in the opinion of Ontario, any
of the information requirements of this Agreement are not met, Ontario may in its sole and
absolute discretion, and despite section 5.2 and Part C.4 of Schedule "C" of this Agreement,
require the information as a condition precedent to the payment of any Funds under this
Agreement without liability, costs or penalty.
Page 16 of 44
Connecting Links Program Intake 4 -2019120
SECTION 15
DEFAULT AND TERMINATION
Municipality Name: Town of Tillsonburg
15.1 Events Of Default. Ontario may, acting in a reasonable manner, without liability, cost or
penalty and without prejudice to any other rights or remedies of Ontario under this
Agreement or at law or in equity, terminate this Agreement immediately upon giving written
notice to the Recipient where:
(a) In the opinion of Ontario:
(i) The Recipient has provided false or misleading information to Ontario;
(ii) The Recipient breaches a material term or condition of this Agreement, where
materiality is to be determined by Ontario, in its sole and absolute discretion,
acting reasonably and has failed to cure or remedy the breach of this
Agreement within 30 days of receiving written notice of the breach from
Ontario;
(iii) The Recipient breaches a material term or condition of any other funding
agreement it has with Ontario, where materiality is to be determined by
Ontario, in its sole and absolute discretion, acting reasonably and has failed
to cure or remedy the breach of the other funding agreement within 30 days
of receiving written notice of the breach from Ontario;
(iv) The Recipient is unable to continue with the Project or the Recipient is likely
to discontinue the Project; or,
(v) A material adverse change occurs such that the viability of a Recipient as a
going concern is threatened.
15.2 Remedies On Default. Despite any other rights Ontario has under this Agreement, if an
Event of Default has occurred, Ontario shall have the following remedies:
(a) Ontario shall not have to provide any further Funds under this Agreement;
(b) Ontario may, at is option, terminate this Agreement immediately after any notice
period expires or may, in its sole and absolute discretion, Adjust the Funds, including
a demand to return all Funds provided under this Agreement;
(c) Ontario may avail itself of any of its legal remedies that it may deem appropriate.
15.3 Additional Remedies. In addition to the remedies described in section 15.2 of this
Agreement, Ontario may commence such legal action or proceedings as it, in its sole and
absolute discretion, may deem expedient, without any additional notice under this
Agreement. The rights and remedies of Ontario hereunder are cumulative and in addition
to, and not in substitution for, all other rights or remedies otherwise available to Ontario at
law, equity or under statute.
15.4 Waiver Of Event Of Default Must Be In Writing. Ontario may, in its sole and absolute
discretion, at any time, waive any above-mentioned Event of Default which may have
occurred provided that no such waiver shall extend to, or be taken in any manner whatsoever
to affect, any subsequent Event of Default or the right to remedies resulting therefrom, and
that no such waiver shall be, or shall deemed to constitute, a waiver of such Event of Default
unless such waiver is in writing from Ontario. Ontario may also impose conditions on any
waiver it provides under this section 15.4 of the Agreement.
15.5 Ontario's Discretion To Terminate Agreement. Despite anything else contained in this
Agreement, Ontario may, without liability, cost or penalty and without prejudice to any other
rights or remedies Ontario may have under this Agreement or at law or in equity terminate
Page 17 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
this Agreement at any time upon one hundred and eighty (180) days' notice to the Recipient,
provided it acts reasonably in doing so.
15.6 Termination Of Agreement For Circumstances Beyond The Control Of A Party. Neither
Party shall be liable for damages caused by delay or failure to perform its obligations under
this Agreement where such delay or failure is caused by an event beyond its reasonable
control. Should the event last more than ninety (90) Business Days, this Agreement shall
terminate and the process set out under section 15.5 of this Agreement shall be followed,
with any necessary modifications.
15.7 Date of Termination. In the event of termination pursuant to this section 15 of the
Agreement, the effective date of termination shall be the last day of the notice period, the
last day of any subsequent notice period or immediately, whichever applies.
SECTION 16
GENERAL PROVISIONS
16.1 Terms Binding. The Recipient shall take all reasonable measures to ensure that its officers,
directors, partners, employees, agents, third party contractors shall be bound to observe all
of the terms and conditions of this Agreement, including, but not limited to all of the
covenants, representations and warranties set out herein.
16.2 Representatives May Bind Parties. The Parties represent and warrant that their respective
representatives have the authority to legally bind them to the extent permissible by the
Requirements of Law. As well, the rights, duties and powers of the Minister of Transportation
under this Agreement may be exercised by the Regional Director for the Region where the
Project is located.
16.3 Further Assurances. The Parties agree to do or cause to be done all acts or things
necessary to implement and carry into effect this Agreement to its full extent.
16.4 Agreement Binding. This Agreement shall ensure to the benefit of and be binding upon
the Parties, their successors, executors, administrators, heirs and their permitted assigns.
16.5 Waivers In Writing. If a Party fails to comply with any term of the Agreement, that Party
may only rely on a waiver of the other Party if the other Party has provided a written waiver
in accordance with the notice provisions set out in section 16.19 of this Agreement. Any
waiver must refer to a specific failure to comply and shall not have the effect of waiving any
subsequent failures to comply. For greater certainty, where Ontario chooses to waive a term
or condition of the Agreement, such waiver shall only be binding if provided by a person who
indicates in writing that he or she has specific authority to provide such a waiver.
16.6 Tolerance Of Indulgence Of Breach Not A Waiver. Any failure by Ontario to insist in one
or more instances upon strict performance by the Recipient of any of the terms or conditions
of this Agreement shall not be construed as a waiver by Ontario of its rights to require strict
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.
16.7 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.
Page 18 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
16.8 Severability. If any term or condition of this Agreement, or the application thereof to the
Parties or to any persons or circumstances, is to any extent invalid or unenforceable, the
remainder of the Agreement, and the application of such term or condition to the Parties,
persons or circumstances other than those to which it is held invalid or unenforceable, shall
not be affected thereby.
16.9 No Assignment Of Agreement. The Recipient shall not assign this Agreement to any other
person unless Ontario agrees to the assignment in writing. Ontario may impose any terms
or conditions.
16.10 No Amendment. This Agreement shall not be varied or amended except by a document in
writing, dated and signed on behalf of the Recipient and the Regional Director of the
Ministry's Region where the Project is located.
16.11 Joint Authorship Of Agreement. The Parties shall be considered joint authors of this
Agreement and no provision herein shall be interpreted against one Party by the other Party
because of authorship. No Party shall seek to avoid a provision herein because of its
authorship through recourse to a third party, court, tribunal or arbitrator.
16.12 Parties Independent. The Recipient acknowledges that it is not an agent, joint venturer,
partner or employee of Ontario and the Recipient shall not take any actions that could
establish or imply such a relationship.
16.13 Recipient Cannot Represent Ontario. The provision of any Funds to the Recipient
pursuant to this Agreement is for the sole purpose of, and is limited to, allowing the Recipient
to carry out the Project. The Recipient represents, warrants and agrees that under no
circumstances shall ii enter into any contract or commitment in the name of or on behalf of
Ontario. The Recipient acknowledges and agrees that it is not by the terms and conditions
of this Agreement or otherwise granted any right or authority to assume or to create any
obligations or responsibility, express or implied, on behalf of or in the name of Ontario, to act
as an agent of Ontario or to bind Ontario in any manner whatsoever other than as specifically
provided under this Agreement.
16.14 Recipient's Consultants/Contractors. Ontario acknowledges and recognizes that, in
connection with the carrying out the Project, the Recipient may engage one or more
Consultants or Contractors. Ontario acknowledges and agrees that the Recipient shall have
the sole authority and responsibility for such employees, agents, Consultants or Contractors,
including the 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,
Consultants and Contractors and that all such acts and actions shall be treated as actions
of the Recipient for the purposes of this Agreement.
16.15 Lobbyists And Agent Fees. The Recipient represents and warrants:
(a) Any person hired by the Recipient to speak or correspond with any employee or other
person representing Ontario concerning any matter relating to any Funds under this
Agreement or any benefit hereunder is registered, if required to register, pursuant to
the Lobbyists Registration Act, 1998;
(b) It has not and will not make a payment or other compensation to any legal entity that
is contingent upon or is calculated upon the provision of any Funds hereunder or
negotiating the whole or any part of the terms and/or conditions of this Agreement;
and
Page 19 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town ofTillsonburg
(c) No money from the Government of Ontario was used to lobby or otherwise secure
the provision of any Funds hereunder.
16.16 Debt Owing To Her Majesty The Queen In Right Of Ontario. Any payment that the
Recipient is required to make under this Agreement shall constitute a debt due and owing to
Her Majesty the Queen in Right of Ontario and the Recipient shall pay the amount to Ontario
immediately upon written demand unless Ontario directs otherwise.
16.17 Her Majesty The Queen In Right Of Ontario May Charge Interest. Her Majesty the Queen
in Right of Ontario may charge the Recipient interest on any monies owing by the Recipient
at the then current interest rate charged by the Province of Ontario on accounts receivable.
16.18 Set-Off By Ontario. In the event that the Recipient is indebted to Her Majesty the Queen in
Right of Ontario under this Agreement, Ontario may set-off that debt against any amounts
payable to the Recipient by Her Majesty the Queen in Right of Ontario. This right of set-off
is in addition to any rights of set-off it has under the Financial Administration Act (Ontario) or
the Financial Administration Act (Canada).
16.19 Notice And Service Of Documents Under Agreement. Notices shall be in writing and
shall be delivered by postage-prepaid mail, personal delivery, facsimile transmission or
Email transmission and shall be addressed to Ontario and the Recipient respectively, as set
out in Part B.5 of Schedule "B" of this Agreement.
Notice shall be deemed to have been received:
(a) In the case of postage-prepaid mail, five (5) Business Days after such notice is
mailed; or
(b) In the case of personal delivery, facsimile transmission or Email transmission, one
(1) Business Day after such notice is delivered to the other Party.
In the event of a postal disruption, notices shall be given by personal delivery, facsimile
transmission or Email transmission. Unless the Parties expressly agree in writing to
additional methods of notices, notices may only be provided by the method(s) contemplated
in this section 16.19 of the Agreement.
The Parties agree that for the purposes of this section 16.19 of the Agreement, the name(s)
of the individuals may be changed without amending the Agreement through the Party
making the change providing written notice to the other Party of said change.
16.20 Governing Law. This Agreement and the rights, obligations and relations of the Parties
shall be governed by and construed in accordance with the laws of the Province of Ontario
and the applicable federal laws of Canada. Any actions or proceedings in connection with
this Agreement shall be conducted in Ontario.
16.21 Agreement Executed In Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which together, shall
constitute one and the same agreement.
16.22 Entire Agreement. This Agreement, including its Schedules, embodies the entire
Agreement between the Parties with respect to the subject matter contained in the
Agreement and supersedes all prior oral or written representations or agreements. No prior
document, discussion, negotiation, provision undertaking or agreement in relation to the
subject matter of this Agreement has any legal effect. No representation or warranty,
Page 20 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town ofTillsonburg
whether express, implied or otherwise, has been made by Ontario to the Recipient except
as expressly set out in this Agreement.
16.23 Survival. The provisions of this Agreement that by their nature survive the expiration or
early termination of this Agreement shall so survive. Without limiting the generality of the
foregoing, the provisions that shall survive the termination or expiration of this Agreement
for a period of seven (7) years from the Expiration Date or termination of this Agreement,
whichever occurs first, include: sections 1, 3 to 6, 9, 11 and 13 to 15; subsections 2.2, 16.5,
16.6, 16.8, 16.10 to 16.12, and 16.16 to 16.23; Parts B.5 and B.6 of Schedule "B" of this
Agreement and Schedules "E" and "F"; along with all cross-referenced provisions within the
foregoing sections, subsections and Schedules.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
Page 21 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillson burg
IN WITNESS WHEREOF the Parties have executed this Agreement on the dates set out below.
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO,
as represented by the Minister of Transportation or Delegate.
Name:
c;jey 10/11
Date I
Title: Minister
Pr ays Management Division
I have the authority to bind the Crown.
ON OF THE TOWN OF TILLSONBURG
;,,(1:J,1),,17 Molner
fV!Ct yor AFFIX CORPORATE
/~ {1)/2;/,
SEAL
I/We have the authority to bind the Recipient.
Page 22 of 44
Connecting Links Program Intake 4 -2019/20
SCHEDULE "A"
PROJECT DESCRIPTION
Municipality Name: Town of Tillsonburg
Application Project Name: Oxford/Simcoe St. Road Rehabilitation
Approved Project Name: Reconstruction of Oxford Street and Simcoe Street (Broadway
Street to Vienna Road)
Project Description: Road rehabilitation work on Oxford Street from Broadway to Tillson
Avenue continuing along Simcoe Street from Tillson Avenue to
Vienna Road which includes a structure. 695m of road
reconstruction is included in this project.
Project Description Details (from Application):
The proposed location of road rehabilitation work is along Oxford Street from Broadway to Tillson
Avenue continuing along Simcoe Street from Tillson Avenue to Vienna Road, a distance of 695
meters of which includes a five (5) lane bridge structure.
The scope of work includes outsourcing the engineering design associated with the bridge
rehabilitation and repair works while the full-depth road rehabilitation work would be completed
simultaneously in-house by Town Engineering Services to produce a comprehensive tender ready
package by the end of 2019.
The project construction works consists of full-depth road surface rehabilitation with spot sidewalk
and curb repairs along with catch basin and manhole cover adjustments/replacement. Based on
recent pavement design for the North Broadway project, similar conditions existing allowing for the
same pavement design consisting of two (2) 65mm lifts of Superpave 19.0 and a 50mm
Superpave 12.5 FC1 surface wearing course over an existing compacted granular road base
(150mm Granular 'A' and 300mm Granular 'B') to be employed.
The project also consists of bridge rehabilitation and repair work of waterproofing the deck and
replacing the wearing surface throughout including the approaches as well as some localized
embankment slope protection and retaining wall repairs.
Page 23 of 44
Connecting links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
SCHEDULE "B"
OPERATIONAL REQUIREMENTS UNDER THE AGREEMENT
PART 8.1 -EFFECTIVE DATE OF AGREEMENT
B.1.1 Effective Date Of Agreement. The Effective Date of this Agreement is the date in which
the Province signs the Agreement.
PART 8.2 -INSURANCE REQUIREMENTS
B.2.1 Insurance Requirements. The Recipient or its agent(s) shall have no less than two million
dollars ($2,000,000.00) in general commercial liability insurance per occurrence.
PART 8.3-PROJECT COMPLETION DATE
B.3.1 Project Completion Date. The Project shall be completed no later than December 31,
2020. For clarity this means Substantial Completion must have occurred and the project
construction work must have been completed.
PART 8.4-EXPIRATION DATE
B.4.1 Expiration Date Of Agreement. Unless this Agreement is terminated earlier, this
Agreement shall expire on March 31, 2021.
PART 8.5-NOTICE AND CONTACT
B.5.1 Notice And Contact Information.
accordance to the following:
To Ontario:
Ministry of Transportation
Operations Office
301 St. Paul Street, 2nd Floor
St. Catharines, Ontario
L2R 7R4
Attention: Program Coordinator,
Connecting Links Program
Telephone: 905-704-2097
Fax: 905-704-2777
Email: CLProgram@ontario.ca
Notices under this Agreement shall be sent in
To Recipient:
The Corporation of The Town of
Tillsonburg
200 Broadway
Suite#204
Tillsonburg, ON
N4G 5A7
Attention: Kevin De Leebeeck
Director of Operations
Telephone: 519-688-3009
Email: kdeleebeeck@tillsonburg.ca
Any Notice not sent in accordance with the above shall be deemed to not constitute proper
Notice under the Agreement.
Page 24 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
PART B.6 -ASSET RETENTION PERIOD
B.6.1 Recipient To Notify Ontario Before Disposal Of Assets Purchased With Funds Under
Agreement. The Recipient shall notify the Ministry of Transportation in writing of any
disposal of assets purchased by the Funds at least one hundred and eighty (180) Business
Days in advance of the disposition. The Recipient shall not dispose of any assets purchased,
constructed, rehabilitated or improved by the Funds without the prior written consent of
Ontario.
B.6.2 Asset Retention Period. The Recipient shall retain any asset purchased, rehabilitated or
built with Funds under this Agreement for a period of five (5) years from the date that the
Project is completed.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
Page 25 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town ofTillsonburg
SCHEDULE "C"
FINANCIAL INFORMATION FOR THE PROJECT
PART C.1 -MAXIMUM FUNDS
C.1.1 Ontario's Maximum Funds Under Agreement. Subject to the terms and conditions of this
Agreement, Ontario shall provide the Recipient with an amount up to One Million, Five
Hundred Seventy-Eight Thousand, Four Hundred and Sixty-One Dollars ($1,578,461) in
Funds for Eligible Costs for the Project.
Project's Estimated Total Net Eligible Costs: $1,753,845 (Original budget from
application)
Percentage of Provincial Support
The Percentage of Provincial Support is fixed at Ninety Percent (90%) for the Term of the
Agreement.
The percentage noted above is rounded to a whole number. Note that for payment purposes
the percentage is calculated to 10 decimal places and is based on the Maximum Funds
against the Project's Estimated Total Net Eligible Costs as provided above.
"Total Net Eligible Costs" means all direct costs that are, in Ontario's sole and absolute
discretion, properly and reasonably incurred no earlier than July 15, 2019 and prior to the
Project Completion Date by the Recipient under a contract for goods or services necessary
for the implementation of the Project, as more particularly described in part D.1 -Eligible
Costs of this Schedule "B", less any HST rebate or any other rebates the Recipient has
received, will receive or is eligible to receive from any government source.
PART C.2-HOLDBACK
C.2.1 Ho/dback. Ontario may hold back up to fifteen (15) percent from any payment of any Funds
under this Agreement. Ontario may retain this holdback until it has approved the Recipient's
Final Report, upon after which Ontario shall pay the holdback to the Recipient.
PART C.3-END OF FUNDS DATE
C.3.1 End of Funds Date. Despite anything else contained in this Agreement, Ontario shall not
provide any Funds to the Recipient for the Project after March 31, 2021.
PART C.4-PAYMENT OF FUNDS
C.4.1 Payment Of Funds. Ontario shall pay, subject to the terms and conditions of the
Agreement, to the Recipient the Funds in accordance with the following:
[REST OF PAGE INTENTIONALLY LEFT BLANK]
Page 26 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
MILESTONE PAYMENT SCHEDULE
MILESTONE PAYMENT
Milestone 1:
Upon receipt and
Acceptance by MTO of
first Contract Award to
initiate project.
Milestone 2:
Upon receipt and
acceptance by MTO of
Report of Substantial
Completion.
Milestone 3:
Upon receipt and
acceptance by MTO of
the Final Report.
I ·. . .
AMOUNT
. . .
An amount up to fifty percent
(50%) of the Maximum Funds
An amount up to eighty-five
percent (85%) of either
(i) The Maximum Funds,
less the amount paid at
Milestone 1; or
(i) An amount calculated
by multiplying the
percentage of Maximum
Funds against the
Recipient's Total Net
Eligible Costs, less the
amount paid at Milestone 1.
Using the same method of
calculation as in Milestone 2,
(i) The balance of the
Funds, if any, to the limit of
the Maximum Funds, or
(ii) The balance, if any, of
the Funds calculated by
multiplying the Percentage
of Provincial Support
against the Recipient's Total
Net Eligible Costs as certified
in the Final Report,
whichever aggregate amount
is smaller.
. .
.
. .• ..
REQUIRED
DOCUMENTATION
. . .· .·
Contract Award Report
Must be submitted within fifteen (15)
Business Days of a council resolution
and no later than September 30,
'>n1Q
Substantial Completion Report
Within fifteen (15) Business Days of
the Project Completion Date set out
in Part B.3 of Schedule "B" of the
Agreement (no later than December
31 't of the fiscal year of Project
Completion).
Final Report
Within sixty (60) Business Days of
the Project Completion or no later
than March 8 of the fiscal year of
Project Completion.
Part C.5 -Limit On Ontario's Contribution Under Agreement
C.5.1 Limit On Provincial Contribution Under Agreement. Despite anything else contained in
this Agreement, Ontario's total contribution toward the Project shall not exceed ninety
percent (90%) of the Project's total Eligible Costs.
Page 27 of 44
.
Connecting Links Program Intake 4 -2019/20
PART D.1 -ELIGIBLE COSTS
SCHEDULE "D"
ELIGIBLE AND INELIGIBLE COSTS
Municipality Name: Town of Tillsonburg
D.1.1 Eligible Costs. Subject to the terms and conditions of this Agreement and Part D.2 of this
Schedule "D" of the Agreement, Eligible Costs shall only include all direct and incremental
costs that are attributable to the development and implementation of the Project and are in
Ontario's sole and absolute discretion, properly and reasonably incurred as well as
necessary for the Project. Eligible Costs must also be actual, verifiable cash outlays to third
party vendors that are documented through invoices, receipts or other records that is
acceptable to Ontario.
Without limiting the generality of the foregoing, Eligible Costs shall only include the following:
(a) The capital costs of constructing, rehabilitating, replacing or improving, in whole or in
part, the tangible core infrastructure asset noted in the Project Description in
Schedule A;
(b) The Scope of Eligible Work as described in the Connecting Links Program Guide;
(c) All planning and assessment costs, such as the costs of environmental planning,
surveying, engineering, architectural supervision, testing and management
consulting services;
(c) The costs for permits, approvals, licences and other authorizing documents, as well
as inspections and other fees directly attributable to obtaining a permit, approval,
license or other authorizing document, provided those costs are directly attributable
to the construction and implementation of Project,
(d) The costs for consulting with an Aboriginal Group, including the Recipient's legal
fees, provided they are reasonable, on matters pertaining to the Project, including
the translation of documents into languages spoken by the affected Aboriginal Group,
but does not include any capacity-building funding unless specifically approved by
Ontario in writing prior to being incurred;
(e) The costs of Project-related signage, lighting, Project markings and utility
adjustments;
(f) The costs of joint communication activities, such as press releases, press
conferences, translation and road signage recognition, as described in Schedule "F"
of this Agreement; and
(g) Other costs that are, in Ontario's sole and absolute discretion, direct, incremental
and necessary for the successful implementation of the Project, provided those costs
have been approved by Ontario in writing prior to being incurred.
PART D.2-INELIGIBLE COSTS
D.2.1 Ineligible Costs. The following costs are Ineligible Costs and are therefore ineligible for
funding under this Agreement:
(a) Costs incurred prior to July 15, 2019 or after the Project Completion Date;
(b) Costs associated with the acquisition or leasing of:
(i) Land,
(ii) Buildings,
(iii) Equipment,
(iv) Other facilities, and
(v) Obtaining easements, including costs or expenses for surveys,
and includes real estate fees and other related costs;
Page 28 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
(c) Financial charges, legal fees, other than those association with consultation with
Aboriginal Groups (provided such legal fees are reasonable), loan and interest
payments
(d) The value of any goods and services which are received through donations or in kind;
(e) Employee wages and benefits, overhead costs as well as other direct or indirect
operating, maintenance and administrative costs incurred by the Recipient for the
Project, and more specifically, but without limiting the generality of the foregoing,
costs relating to services delivered directly by permanent employees of the Recipient;
(f) Meal, hospitality or incidental costs or expenses of Consultants;
(g) Costs associated with completing applications for the Connecting Links Program; and
(h) Any costs of accommodation for any Aboriginal Group.
D.2.2 Harmonized Sales Tax. Any portion of the Harmonized Sales Tax that is refundable by the
Canada Revenue Agency as an input tax credit or as a rebate shall be deemed to be an
Ineligible Cost. Any portion of the Provincial Sales Tax that is refundable by the respective
provincial tax authority shall be deemed to be an Ineligible Cost.
D.2.3 Costs Of Non-Arm's Length Parties. The costs or expenses of goods or services acquired
from parties that are not Arm's Length from the Recipient must be valued at the cost of the
supplying entity and shall not include any mark up for profit, return on investment or overhead
costs and shall not exceed fair market value. Ontario may not consider the eligibility of any
of these costs unless access is provided to the relevant records of the supplying entity.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
Page 29 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
SCHEDULE "E"
ABORIGINAL CONSULTATION REQUIREMENTS
PART E.1 -PURPOSE AND DEFINITIONS
E.1.1 Purpose. This Schedule sets out the responsibilities of Ontario and the Recipient in relation
to consultation with Aboriginal Groups on the Project, and to delegate procedural aspects of
consultation from Ontario to the Recipient.
E.1.2 Definitions. For the purposes of this Schedule:
"Section 35 Duty" means any duty Ontario may have to consult and, if required, accommodate
Aboriginal Groups in relation to the Project flowing from section 35 of the Constitution Act, 1982.
PART E.2-RESPONSIBILITIES OF ONTARIO
E.2. 1 Ontario's Responsibilities. Ontario is responsible for:
(a) Determining the Aboriginal Groups to be consulted in relation to the Project, if any,
and advising the Recipient of same;
(b) The preliminary and ongoing assessment of the depth of consultation required with
the Aboriginal Groups;
(c) Delegating, at its discretion, procedural aspects of consultation to the Recipient
pursuant to this Schedule;
(d) Directing the Recipient to take such actions, including without limitation suspension
as well as termination of the Project, as Ontario may require;
(e) 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
Schedule; and
(f) Satisfying itself, where any Aboriginal or treaty rights and asserted rights of Aboriginal
Groups require accommodation, that Aboriginal Groups are appropriately
accommodated in relation to the Project.
PART E.3-RESPONSIBILITIES OF THE RECIPIENT
E.3.1 Recipient's Responsibilities. The Recipient is responsible for:
(a) Giving notice to the Aboriginal Groups regarding the Project as directed by Ontario,
if such notice has not already been given by the Recipient or Ontario;
(b) Immediately notifying Ontario of contact by any Aboriginal Groups regarding the
Project and advising of the details of the same;(c) Informing the Aboriginal Groups
about the Project and providing to the Aboriginal Groups a full description of the
Project unless such description has been previously provided to them;
(c) Following up with the Aboriginal Groups in an appropriate manner to ensure that
Aboriginal Groups are aware of the opportunity to express comments and concerns
about the Project, including any concerns regarding adverse impacts on hunting,
Page 30 of 44
Connecting links Program Intake 4 -2019120 Municipality Name: Town ofTillsonburg
trapping, fishing, plant harvesting or on burial grounds or archaeological sites of
cultural significance to the Aboriginal Groups, and immediately advising Ontario of
the details of the same;
(d) Informing the Aboriginal Groups of the regulatory and approval processes that apply
to the Project of which the Recipient is aware after reasonable inquiry;
(e) Maintaining the Aboriginal Groups on the Recipient's mailing lists of interested parties
for environmental assessment and other purposes and providing to the Aboriginal
Groups all notices and communications that the Recipient provides to interested
parties and any notice of completion;
(f) Making all reasonable efforts to build a positive relationship with the Aboriginal
Groups in relation to the Project;
(g) Providing the Aboriginal Groups with reasonable opportunities to meet with
appropriate representatives of the Recipient and meeting with the Aboriginal Groups
to discuss the Project, if requested;
(h) If appropriate, providing reasonable financial assistance to Aboriginal Groups to
permit effective participation in consultation processes for the Project, but only after
consulting with Ontario;
(i) Considering comments provided by the Aboriginal Groups 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 Group, or on other
interests, or any other concerns or issues regarding the Project;
0) Answering any reasonable questions to the extent of the Recipient's ability and
receiving comments from the Aboriginal Groups, notifying Ontario of the nature of the
questions or comments received and maintaining a chart showing the issues raised
by the Aboriginal Groups and any responses the Recipient has provided;
(k) Where an Aboriginal Group asks questions regarding the Project directly of Ontario,
providing Ontario with the information reasonably necessary to answer the inquiry,
upon Ontario's request;
(I) Subject to paragraph (o) below, where appropriate, discussing with the Aboriginal
Groups potential accommodation, including mitigation of potential impacts on
Aboriginal or treaty rights, asserted rights or associated interests regarding the
Project and reporting to Ontario any comments or questions from the Aboriginal
Groups that relate to potential accommodation or mitigation of potential impacts;
(m) Consulting regularly with Ontario during all discussions with Aboriginal Groups
regarding accommodation measures, if applicable, and presenting to Ontario the
results of such discussions prior to implementing any applicable accommodation
measures;
(n) Complying with Ontario's direction to take any actions, including without limitation,
suspension or termination of the Project, as Ontario may require; and
Page 31 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
(o) Providing in any contracts with Third Parties for the Recipient's right and ability to
respond to direction from Ontario as Ontario may provide.
E.3.2 Acknowledgement By Recipient. The Recipient hereby acknowledges that,
notwithstanding section 11.2 of the Agreement, Ontario, 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.
E.3.3 Recipient Shall Keep Records And Share Information. The Recipient shall carry out the
following functions in relation to record keeping, information sharing and reporting to Ontario:
(a) Provide to Ontario, upon request, complete and accurate copies of all documents
provided to the Aboriginal Groups in relation to the Project;
(b) Keep reasonable business records of all its activities in relation to consultation and
provide Ontario with complete and accurate copies of such records upon request;
(c) Provide Ontario with timely notice of any Recipient mailings to, or Recipient meetings
with, the representatives of any Aboriginal Group in relation to the Project;
(d) Immediately notify Ontario of any contact by any Aboriginal Groups regarding the
Project and provide copies to Ontario of any documentation received from Aboriginal
Groups;
(e) Advise Ontario 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;
(f) Immediately notify Ontario if any Aboriginal archaeological resources are discovered
in the course of the Project;
(g) Provide Ontario with summary reports or briefings on all of its activities in relation to
consultation with Aboriginal Groups, as may be requested by Ontario; and
(h) If applicable, advise Ontario if the Recipient and an Aboriginal Group 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.
E.3.4 Recipient Shall Assist Ontario. The Recipient shall, upon request lend assistance to
Ontario by filing records and other appropriate evidence of the activities undertaken both by
Ontario and by the Recipient in consulting with Aboriginal Groups 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 Ontario
and by the Recipient, to the relevant regulatory or judicial decision-makers.
PART c.4-No IMPLICIT ACKNOWLEDGEMENT
E.4.1 No Acknowledgment Of Duty To Consult Obligations. Nothing in this Schedule shall be
construed as an admission, acknowledgment, agreement or concession by Ontario or the
Recipient, that a Section 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 Section 35 Duty, nor that a particular aspect of consultation referred to
Page 32 of 44
Connecting Links Program Intake 4 -2019120 Municipality Name: Town of Tillsonburg
in section 1.2 hereof is an aspect of the Section 35 Duty that could not have lawfully been
delegated to the Recipient had the Parties so agreed.
PART E.5-GENERAL
E.5.1 No Substitution. This Schedule shall be construed consistently with but does not substitute
for any requirements or procedures in relation to Aboriginal consultation or the Section 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. Nonetheless, the intent of Ontario is to promote coordination
among provincial ministries, boards and agencies with roles in consulting with Aboriginal
Groups 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 Groups,
the Recipient, Ontario, and provincial ministries, boards, agencies and other regulatory
decision-makers.
PART E.6-NOTICE AND CONTACT
E.6.1 Notices In Relation To Schedule. All notices to Ontario pertaining to this Schedule shall be
in writing and shall be sent to the person identified under Part 8.5 of Schedule 8.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
Page 33 of 44
Connecting Links Program Intake 4 -2019/20
PART F.1 -INTRODUCTION
SCHEDULE "F"
COMMUNICATIONS PROTOCOL
Municipality Name: Town of Tillsonburg
F.1.1 Purpose of Communications Protocol. This Communications Protocol (Protocol) outlines
the respective responsibilities and the working relationship between the Parties to this
Agreement as they relate to all communications by the Parties regarding funding received in
relation to the Project.
F.1.2 Application of Communications Protocol. This Protocol applies to all communications
activities related to any funding the Recipient receives under this Agreement.
Communications activities may include, but are not limited to:
• Project signage
• Media events and announcements, including news conferences, public announcements,
official events or ceremonies, news releases
• Printed materials
• Websites
• Photo compilations
• Award programs
• Awareness campaigns
PART F.2 -PROJECT SIGNAGE
F.2.1 Project Signage: The Recipient shall, at Ontario's request, provide acknowledgement of
the provincial contribution to the Project. Sign design, content and installation guidelines will
be provided by Ontario.
F.2.2. Permanent Plaque. Where the Recipient decides to install a permanent plaque or other
suitable marker with respect to a Project, it must recognize the provincial contribution to the
Project and be approved by Ontario prior to installation.
F.2.3 Installation of Signage. The Recipient is responsible for the production and installation of
Project signage, unless otherwise agreed upon in writing prior to the installation of the
signage.
PART F.3-MEDIA EVENTS
F.3.1 Requesting Media Events. The Recipient or Ontario may request a media event,
announcement or recognition of key milestones related to Project. In requesting a media
event or an announcement, the Party requesting the event will provide at least twenty (20)
Business Days' notice to the other Party of its intention to undertake such an event. The
event will take place at a date and location that is mutually agreed to by the Parties. The
Parties will have the opportunity to participate in such events through a designed
representative. Each participant will choose its designated representative.
F.3.2 Approval Of Communications. All joint communications material related to media events
and announcements must be approved by Ontario and recognize the funding provided by
Ontario.
Page 34 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
F.3.3 Media Events. Media events and announcements include but are not limited to:
• News conferences
• Public announcements
• Official events or ceremonies
• News releases
PART F.4 -PRINTED MATERIALS, WEBSITE, PHOTO COMPILATIONS, AWARD PROGRAMS AND
AWARENESS CAMPAIGNS
F.4.1 Messaging About Project. With prior consultation with Ontario, the Recipient may include
messaging in its own communications products and activities with regards to the Project.
When undertaking such activities, the Recipient shall provide the opportunity for Ontario to
participate and shall recognize the funding provided by Ontario.
PART F.5-ISSUES MANAGEMENT
F.5.1 Sharing Information. The Recipient shall share information promptly with Ontario should
significant emerging media, Project or stakeholder issues relating to a Project arise. Ontario
will advise Recipients, when appropriate, about media inquiries concerning the Project.
PART F.6-COMMUNICATING SUCCESS STORIES
F.6.1 Communicating About Project. The Recipient agrees to communicate with Ontario for the
purposes of collaborating on communications activities and products including but not limited
to success stories and features relating to the Project.
F.6.2 Ontario's Right To Publicize Information About Project. The Recipient acknowledges
and agrees that Ontario may publicize information about the Project. Ontario agrees it will
use reasonable efforts to consult with the Recipient about Ontario's publication about the
Project prior to making it.
PART F.7-DISCLAIMER
F.7.1 Disclaimer. If the Recipient publishes any material of any kind relating to the Project or the
Connecting Links Program, the Recipient shall indicate in the material that the views
expressed in the material are the views of the Recipient and do not necessarily reflect
Ontario's views.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
Page 35 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town ofTillsonburg
SCHEDULE "G"
REPORTING REQUIREMENTS
PART G.1 -REPORTS REQUIREMENTS
The following Reports are to be provided in full in the corresponding format provided hereafter and
with such content as is satisfactory to Ontario:
Name ofReportan<I DetailsRequired Due Date
. .. .
1. Contract Award Report -a Report from council Within fifteen (15) Business Days of
including a resolution or bylaw authorizing the award a council resolution and no later
of the first contract to initiate the project. than September 30, 2019.
2. Revised Budget Report must be based on tenders Within fifteen (15) Business Days of
awarded to complete the Project including: a council resolution authorizing the
(i) first contract for project as part of the Milestone 1 contract award.
Report, (ii) after award for detail design (if not first
contract), and (iii) after award of construction.
The Recipient shall use the form set out in Part G.2
· of Schedule "G" of the Agreement.
3. Progress Report -The Recipient shall use the form Twice a year by January 15 and
set out in Part G.3 of Schedule "G" of the Agreement. July 15 for the Term of the
Agreement.
I ·.
4,' Substantial Completion Report -The recipient Within fifteen (15) Business Days of
I shall use the form set out in Part G.4 along with a the Project Completion Date set out
' Revised Budget Report using the form set out in Part in Part B.3 of Schedule "B" of the
. ' G.2 of Schedule "G" of the Agreement. Agreement (no later than December I. 31 st of the fiscal year of Project
' Completion). --_._,
; -
··5= ... Final Report -including statement of final incurred Within sixty (60) Business Days of
I, eligible expenses validated by invoices and/or the Project Completion or no later
I payment certificates. The Recipient shall use the than March 8 of the fiscal year of
I .. form set out Part G.5 of Schedule "G" of the Project Completion.
· Agreement.
6. Other Reports or information as may be directed On or before a date directed by
by Ontario from time to time, if any Ontario.
Page 36 of 44
Connecting Links Program Intake 4 -2019/20
SCHEDULE "G" Continued
PART G.2 -REVISED BUDGET REPORT
REVISED BUDGET REPORT
Municipality Name: Town ofTillsonburg
This report will contain a revised budget for the Project based on Total Net Eligible Expenses after award of
(i) first contract for project as part of the Milestone 1 Report, (ii) after award for detail design (if not first
contract), and (iii) after award of construction. This report should be submitted to the ministry within 15
days of award oftender.
Recipient
Municipality Name
Project Name
REVISED PROJECT COSTS
ORIGINAL REVISED BUDGET (From BUDGET VARIANCE
Application)
Environmental Assessment/Permits
Engineering/Design
Project Management/Contract Administration
Construction
Miscellaneous
Total
Less Any Actual or Potential HST Rebates
REVISED TOTAL NET ELIGIBLE COSTS
VARIANCE EXPLANATION
In cases where revised costs have a variance of 15% or more than the original budget (from application),
please provide an explanation. If more space required, attach additional page.
PROJECT CERTIFICATION
As the payment certifier or chief financial officer for my municipality [Full Legal Name below]
--------------------------~ I hereby certify that the
revised Project Budget figures set out above are true to the best of my knowledge information and belief ' Signature:
Name:
Title:
Phone Number:
Date:
Page 37 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
SCHEDULE "G" Continued
PART G.3-PROGRESS REPORT
r'►-
tYontario PROGRESS REPORT
For projects to be completed in 2019-20, o progress report is due on or before September 30, 2019. For
projects of two or three years to complete, this report is due twice a year on or before January 15 and
July 15 for the term of the Agreement. Please contact your loco/ Ministry of Transportation office
should you have any questions filling in this report.
Recipient
Municipality Name
Project Name
Key Dates:
Date
Total Eligible Project Costs to Date
Less Any Actual or Potential HST
Rebates
TOTAL NET ELIGIBLE COSTS to Date
Start Date of Detail Design (if applicable)
End Date of Detail Design (if applicable)
Start Date of Construction (if applicable)
End Date of Construction (if applicable)
Substantial Completion Date
~~i:ri~tio\, ~
.1¢1:i\lit,.;s ·~. ::i;t!fl
. Behjnd S~ljedule)
Foretasted
·•·Issues to Diltijilnll.t.c\Ki6$ i
Taken tbRi!sbl~~:ili~i,i{.
Actual
... c:;qnfi,mExpected• ... •
. . •·· ~~mj)l~iori Q~te of
·· ActiVity
Page 38 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
SCHEDULE "G" Continued
Other Progress to date
Include any communications events, and communications sent/received (oral or written) from any
Aboriginal Groups, please include dates, where applicable or available
Variance from original approved Project (if any)
If so, explain why and by when?
Attestation by Authorized Official:
I, _____________ confirm that my municipality is in compliance with the terms and
conditions found in the Agreement for this Project.
Name: ________________ _
Title: Date: ______ _
Page 39 of 44
Connecting Links Program Intake 4 -2019120 Municipality Name: Town of Tillsonburg
SCHEDULE "G" Continued
PART G.4-SUBSTANTIAL COMPLETION
"►-t? ontario SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION
Recipient Municipality Name: _____________________ _
Project Name: ___________________________ _
In the matter of the Agreement entered into between, Her Majesty the Queen in right of Ontario, as
represented by the Minister of Transportation and the above-noted Recipient,
on _____ , 20_(date) I, ___________ ,a ________ (Registered
Engineer or Architect, Municipal Official) 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 out herein;
2. That the work identified for the Project (above) funded through the above-mentioned Agreement
________ (has/ has not) been Substantially Completed as described in Schedule C,
dated ________ on the ___ day of ___ 20_.
3. That the value (dollar amount) of substantially completed work on the Project, by _____ ~
20_ (date) is _______ (dollars).
4. That the work
a. was carried out by ____________ (the 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.
AND I MAKE THIS SOLEMN DECLARATION conscientiously believing it to be true, and
knowing that it is of the same force and effect as if made under oath and by virtue of the
CANADA EVIDENCE ACT.
Declared before me at the ________ _
Of _______________ _
in the ________________ _
of ________ this ________ _
day of, ______ ~A.D. 20_
(Deponent)
A Commissioner etc.
This declaration must be sworn before a commissioner for oaths, notary public or justice of the peace
Page 40 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town ofTillsonburg
SCHEDULE "G" continued
,._ PART G.5 -FINAL REPORT i)h
t?ontario FINAL REPORT
Final Reports are to be completed and submitted to MTO within sixty (60) Business Days of the Proiect
Completion and no later than March 8 of fiscal vearof Proiect Completion. Please contact your local Ministry
of Transportation office should you have any questions filling in this report.
Attach Payment certificate(s) (these may include unpaid holdbacks/ and other third party invoices incurred
for the Project. Where applicable, indicate any portion of the costs on such invoices which are Ineligible
Costs as per section D.2 of Schedule "D".
I Municipality Name:
Project Name:
Dates Forecasted Actual
Construction Start Date
Construction End Date
Project Variances (if applicable)
Has your Project experienced any variances in scope, budget or schedule? Please describe and provide a
rationale.
Page 41 of 44
Connecting Links Program Intake 4-2019120 Municipality Name: Town of Tillsonburg
SCHEDULE "G" continued
,;:::::-;---~~----
L:::_~ion 2. Financial Information __ _
Budget Item Budgeted Cost Actual Cost
Eligible Project Costs $ $
Less HST Rebate $ $
TOTAL NET ELIGIBLE COST $ $
Total Interest Earned on Funds $
For all invoices attached, please provide information in format below and attach to this report.
Invoice Total HST Net
Work Invoice Invoice Period Vendor Amount HST Rebated Eligible
Description # Date From To (A) (B) Cost
(A-B)
TOTAL $
Page 42 of 44
•
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town of Tillsonburg
SCHEDULE "G" continued
1. What were the objectives of your Project? (Select any that apply)
□ Address safety related issues
□ Extend service life
□ Improve pavement condition
□ Improve drainage (cross-fall, curb and gutter, storm sewer, etc.)
□ Improve underground infrastructure (watermain, sanitary sewer, utilities, etc.)
□ Other (describe below)
2. Describe how the work completed achieves these objectives. Please include quantitative
information where possible e.g., extended service life in terms of additional years, improvement in
road condition rating, lane-km in good condition, etc. If required, you may attach information on
separate page and attach to this report.
--·--. ·. ,._-·,-_ •: -_ . . . . . ' . . . . . . ,. . . -. . . a._---i _.-'.. ,. . . . -.·. . . -, 3. Describe any economic or other benefits ofthe project for your community. lfrequired,youmay .-.
attach information on separate jJage-and:attach ta this report . .
4. Please confirm that your connecting link and project improvements will be included in your
asset management plan and when the updated plan will be available.
D Yes, I confirm that our connecting link and the project improvements will be included in my
municipality's updated asset management plan.
I expect our updated plan will be completed and publically posted by: [Month] [Year]
I 120 I
Page 43 of 44
Connecting Links Program Intake 4 -2019/20 Municipality Name: Town ofTillsonburg
SCHEDULE "G" continued
Please provide particulars as to how the requirements have been met under Section 11 and Schedule "E"
of the Agreement.
Please indicate:
Declaration required for the Project:
There have been communications from Aboriginal Groups and/or items of cultural
significance to Aboriginal Groups were located with respect to this Project.
If you responded "Yes" to the above, please complete the following:
Declaration required for Project with additional Duty to Consult requirements. as identified
by Ontario
Notice about this Project, as well as a full Project description, was provided to identified
Aboriginal Groups making them aware oft he opportunity to provide comments about the
Project and its potential impacts
A copy of any correspondence/information between the Recipient and any Aboriginal
Groups was forwarded to the Province of Ontario.
The Province of Ontario was made aware of any issue(s) identified by any Aboriginal Groups
Section 5. Confidentiality, Certification and Signature
----------
Confidentiality
□ Yes □No
□ Yes □No
□ Yes □No
□ Yes □No
Information submitted in this Final Report to Ontario will be subject to the Freedom of Information
and Protection of Privacy Act. Any information submitted in confidence should be clearly marked
"CONFIDENTIAL" by the Recipient. Inquiries about confidentiality should be directed to the Rural
Programs Branch.
Certification
I certify that:
1. The Project as described in the Agreement has been completed;
2. The Recipient is in compliance with all of the terms and conditions of the Agreement for the
Project;
3. Any interest earned (as noted in Section 2) has been used for Eligible Costs associated with the
Project or has been or will be remitted to the Ministry; and
4. There have been no overpayments by Ontario or any other organization or government in relation
to the Project.
The official noted below warrants that these statements are true as of the date indicated
NAME OF AUTHORIZED OFFICIAL:
TITLE:
DATE:
Page 44 of 44