2021-006 Schedule ATown of Tillsonburg and Ontario TPA for MTEC
TRANSFER PAYMENT AGREEMENT
FOR MUNICIPAL TRANSIT ENHANCED CLEANING
THIS TRANSFER PAYMENT AGREEMENT for Municipal Transit Enhanced Cleaning (the
“Agreement”) is effective as of the Effective Date (both “Agreement” and “Effective Date” as
further defined in section A1.2 (Definitions)).
B E T W E E N:
Her Majesty the Queen in right of Ontario as represented by the
Minister of Transportation for the Province of Ontario
(the “Province”)
- and -
Corporation of the Town of Tillsonburg
(the “Recipient”)
BACKGROUND:
In response to the COVID-19 pandemic and subject to the terms and conditions set out
in the Agreement, the Province has agreed to provide funding to the Recipient for the
Municipal Transit Enhanced Cleaning (“MTEC” as further defined in section A1.2
(Definitions)).
CONSIDERATION:
In consideration of the mutual covenants and agreements contained in the Agreement
and for other good and valuable consideration, the receipt and sufficiency of which are
expressly acknowledged, the Province and the Recipient agree as follows:
1.0 ENTIRE AGREEMENT
1.1 Schedules and Sub-schedule to the Agreement. The following schedules and
sub-schedule form part of the Agreement:
Schedule “A” - General Terms and Conditions
Schedule “B” - Contact Information and Authorized Representatives
Schedule “C” - Eligible Expenditures and Ineligible Expenditures
Schedule “D” - Claim and Attestation Submission, Supporting Documentation and
Payment Procedures
Sub-schedule “D.1” - Claim and Attestation Form
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1.2 Entire Agreement. The Agreement constitutes the entire agreement between
the Parties (as defined in section A1.2 (Definitions)) with respect to the subject
matter contained in the Agreement and supersedes all prior oral or written
representations and agreements.
2.0 CONFLICT OR INCONSISTENCY
2.1 Conflict or Inconsistency. In the event of a conflict or inconsistency between
any of the requirements of:
(a) Schedule “A” (General Terms and Conditions) and any of the
requirements of another schedule or a sub-schedule, Schedule “A”
(General Terms and Conditions) will prevail to the extent of the
inconsistency; or
(b) a schedule and any of the requirements of a sub-schedule, the schedule
will prevail to the extent of the inconsistency.
3.0 COUNTERPARTS
3.1 Counterparts. The Agreement may be executed in any number of counterparts,
each of which will be deemed an original, but all of which together will constitute
one and the same instrument.
3.2 Electronic Execution and Delivery of Agreement.
(a) The Agreement may:
(i) be executed and delivered by scanning the manually signed
Agreement as a PDF and delivering it by email to the other Party; or
(ii) subject to the Province’s prior written consent, be executed and
delivered electronically to the other Party.
(b) The respective electronic signature of the Parties is the legal equivalent of a
manual signature.
4.0 AMENDING THE AGREEMENT
4.1 Amendments. The Agreement may only be amended by a written agreement.
4.2 Execution of Amending Agreements. An amending agreement under section
4.1 (Amendments) may be executed by the respective representatives of the
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Parties listed in Schedule “B” (Contact Information and Authorized
Representatives).
5.0 ACKNOWLEDGEMENT
5.1 Acknowledgement. The Recipient acknowledges that:
(a) the Funds are to assist the Recipient to carry out the MTEC and not to
provide goods or services to the Province;
(b) the Province is not responsible for carrying out the MTEC; and
(c) the Province is bound by the Freedom of Information and Protection of
Privacy Act (Ontario) and that any information provided to the Province in
connection with the MTEC or otherwise in connection with the Agreement
may be subject to disclosure in accordance with that Act.
5.2 Acknowledgement from Province. The Province acknowledges that the
Recipient is bound by the Municipal Freedom of Information and Protection of
Privacy Act (Ontario) and any information provided to the Recipient in connection
with the MTEC or otherwise in connection with the Agreement may be subject to
disclosure in accordance with that Act.
- SIGNATURE PAGE FOLLOWS -
Feb 28, 2021
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SCHEDULE “A”
GENERAL TERMS AND CONDITIONS
A1.0 INTERPRETATION AND DEFINITIONS
A1.1 Interpretation. For the purposes of interpretation:
(a) words in the singular include the plural and vice-versa;
(b) words in one gender include all genders;
(c) the background and the headings do not form part of the Agreement; they
are for reference only and will not affect the interpretation of the
Agreement;
(d) any reference to dollars or currency will be in Canadian dollars and
currency; and
(e) all accounting terms not otherwise defined in the Agreement have their
ordinary meanings.
A1.2 Definitions. In the Agreement, the following terms will have the following
meanings:
“Agreement” means this agreement, entered into between the Province and the
Recipient, all of the schedules and the sub-schedule listed in section 1.1
(Schedules and Sub-schedule to the Agreement), and any amending agreement
entered into pursuant to section 4.1 (Amendments).
“Authorities” means any government authority, agency, body or department,
whether federal, provincial or municipal, having or claiming jurisdiction over the
Agreement or the MTEC, or both.
“Business Day” means any working day, Monday to Friday inclusive, excluding
statutory and other holidays, namely: New Year’s Day; Family Day; Good Friday;
Easter Monday; Victoria Day; Canada Day; Civic Holiday; Labour Day;
Thanksgiving Day; Remembrance Day; Christmas Day; Boxing Day and any
other day on which the Province has elected to be closed for business.
“Effective Date” means the date of signature by the last signing Party to the
Agreement.
“Eligible Expenditures” means the costs of the MTEC that are eligible for
funding by the Province under the Agreement, and that are further described in
section C2.1 (Scope of Eligible Expenditures).
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“Event of Default” has the meaning ascribed to it in section A12.1 (Events of
Default).
“Expiry Date” means June 30, 2021.
“Funds” means the money the Province provides to the Recipient pursuant to
the Agreement.
“Indemnified Parties” means Her Majesty the Queen in right of Ontario, and
includes Her ministers, agents, appointees, and employees.
“Ineligible Expenditures” means the costs of the MTEC that are ineligible for
funding by the Province under the Agreement, and that are further described in
section C3.1 (Scope of Ineligible Expenditures).
“Loss” means any cause of action, liability, loss, cost, damage, or expense
(including legal, expert and consultant fees) that anyone incurs or sustains as a
result of or in connection with the MTEC or any other part of the Agreement.
“Maximum Funds” means $6,365.
“MTEC” means the municipal transit enhanced cleaning as described in section
C1.1 (Description of the MTEC).
“Notice” means any communication given or required to be given pursuant to
the Agreement.
“Notice Period” means the period of time within which the Recipient is required
to remedy an Event of Default, pursuant to paragraph A12.3(b), and includes any
such period or periods of time by which the Province extends that time in
accordance with section A12.4 (Recipient not Remedying).
“Parties” means the Province and the Recipient.
“Party” means either the Province or the Recipient.
“Proceeding” means any action, claim, demand, lawsuit, or other proceeding
that anyone makes, brings or prosecutes as a result of or in connection with the
MTEC or with any other part of the Agreement.
“Records Review” means any assessment the Province conducts pursuant to
section A7.4 (Records Review).
“Reports” means the reports described in Schedule “D” (Claim and Attestation
Submission, Supporting Documentation and Payment Procedures).
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“Requirements of Law” means all applicable requirements, laws, statutes,
codes, acts, ordinances, approvals, orders, decrees, injunctions, by-laws, rules,
regulations, official plans, permits, licences, authorizations, directions, and
agreements with all Authorities.
A2.0 REPRESENTATIONS, WARRANTIES AND COVENANTS
A2.1 General. The Recipient represents, warrants and covenants that:
(a) it has, and will continue to have, the experience and expertise necessary
to carry out the MTEC;
(b) it is in compliance with, and will continue to comply with, all Requirements
of Law related to any aspect of the MTEC, the Funds, or both;
(c) if Funds are used for acquired goods or services, or both, these were
acquired in compliance with the Recipient’s policies and procedures and,
to the extent possible under the COVID-19 unprecedented times, through
a process that promotes the best value for the money;
(d) it is in compliance with the insurance requirements set out in section A10.1
(Recipient’s Insurance); and
(e) unless otherwise provided for in the Agreement, any information the
Recipient provided to the Province in support of its request for funds
including, without limitation, information relating to any eligibility
requirements, the MTEC and related timelines was true and complete at
the time the Recipient provided it and will continue to be true and
complete.
A2.2 Execution of Agreement. The Recipient represents and warrants that it has:
(a) the full power and authority to enter into the Agreement; and
(b) taken all necessary actions to authorize the execution of the Agreement,
including passing a municipal by-law authorizing the Recipient to enter into
the Agreement.
A2.3 Governance. The Recipient represents, warrants and covenants that it has, will
maintain, in writing, and will follow:
(a) procedures to enable the Recipient to manage the Funds prudently and
effectively;
(b) procedures to enable the Recipient to complete the MTEC successfully;
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(c) procedures to address any identified risks to the MTEC initiatives, all in a
timely manner;
(d) procedures to enable the preparation and submission of all Reports
required pursuant to Article A7.0 (Reporting, Accounting and Review); and
(e) procedures to enable the Recipient to address such other matters as the
Recipient considers necessary to carry out its obligations under the
Agreement.
A2.4 Supporting Proof. Upon request of the Province and within the timelines set out
in the request, the Recipient will provide the Province with proof of the matters
referred to in this Article A2.0 (Representations, Warranties and Covenants).
A3.0 TERM OF THE AGREEMENT
A3.1 Term. The term of the Agreement will commence on the Effective Date and will
expire on the Expiry Date unless terminated earlier pursuant to Article A11.0
(Termination on Notice) or Article A12.0 (Event of Default, Corrective Action and
Termination for Event of Default).
A4.0 FUNDS AND CARRYING OUT THE MTEC
A4.1 Funds Provided. The Province will:
(a) provide the Recipient up to the Maximum Funds towards the Eligible
Expenditures the Recipient incurred and paid for the purpose of carrying
out the MTEC;
(b) provide the Funds to the Recipient in accordance with the payment
procedures provided for in Schedule “D” (Claim and Attestation
Submission, Supporting Documentation and Payment Procedures); and
(c) deposit the Funds into an account designated by the Recipient provided
that the account:
(i) resides at a Canadian financial institution; and
(ii) is in the name of the Recipient.
A4.2 Limitation on Payment of Funds. Despite section A4.1 (Funds Provided):
(a) the Province is not obligated to provide any Funds to the Recipient until
the Recipient provides evidence satisfactory to the Province that the
Recipient’s council has authorized the execution of the Agreement by the
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Recipient by municipal by-law; and
(b) the Province may adjust the amount of Funds it provides to the Recipient
based upon the Province’s assessment of the information the Recipient
provides to the Province pursuant to section A7.2 (Preparation and
Submission).
A4.3 Use of Funds and Carry Out the MTEC. The Recipient will do all of the
following:
(a) spend the Funds only for Eligible Expenditures; and
(b) not use the Funds to cover any Eligible Expenditure that has or will be
funded or reimbursed by one or more of any third party, including any level
of government, or ministry, agency, or organization of the Government of
Ontario, other than the Province pursuant to the Agreement.
A4.4 Rebates, Credits and Refunds. The Province will calculate Funds based on the
actual Eligible Expenditures to the Recipient to carry out the MTEC, less any
costs (including taxes) for which the Recipient has received, will receive, or is
eligible to receive, a rebate, credit or refund.
A5.0 RECIPIENT’S DISPOSAL OF ASSETS
A5.1 Disposal. The Recipient agrees not to sell, lease or otherwise dispose of any
assets acquired with the Funds without the Province’s prior written consent.
A6.0 CONFLICT OF INTEREST
A6.1 No Conflict of Interest. The Recipient represents and warrants that there is and
there will continue to be no conflict of interest in respect to how the MTEC has
been and will continue to be carried out and that the Recipient will use the Funds
without an actual, potential, or perceived conflict of interest.
A6.2 Conflict of Interest Includes. For the purposes of this Article A6.0 (Conflict of
Interest), a conflict of interest includes any circumstances where:
(a) the Recipient; or
(b) any person who has the capacity to influence the Recipient’s decisions,
has outside commitments, relationships, or financial interests that could, or could
be seen to, interfere with the Recipient’s objective, unbiased, and impartial
judgment relating to the MTEC, the use of the Funds, or both.
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A6.3 Disclosure to Province. The Recipient will:
(a) disclose to the Province, without delay, any situation that a reasonable
person would interpret as an actual, potential, or perceived conflict of
interest; and
(b) comply with any terms and conditions that the Province may prescribe as
a result of the disclosure.
A7.0 REPORTING, ACCOUNTING AND REVIEW
A7.1 Province Includes. For the purposes of sections A7.4, A7.5 and A7.6,
“Province” includes any auditor or representative the Province may identify.
A7.2 Preparation and Submission. The Recipient will:
(a) submit to the Province at the address referred to in section A15.1 (Notice
in Writing and Addressed):
(i) all Reports in accordance with the timelines and content
requirements as provided for in Schedule “D” (Claim and Attestation
Submission, Supporting Documentation and Payment Procedure);
and
(ii) any other reports in accordance with any timelines and content
requirements the Province may specify from time to time; and
(b) ensure that all Reports and other reports are:
(i) completed to the satisfaction of the Province; and
(ii) signed by an authorized signing officer of the Recipient.
A7.3 Record Maintenance. The Recipient will keep and maintain for a period of
seven years from their creation:
(a) proper and accurate financial accounts and records, kept in a manner
consistent with generally accepted accounting principles in effect in
Canada or with the public sector accounting standards approved or
recommended by the Public Sector Accounting Board including, without
limitation, its contracts, invoices, statements, receipts, and vouchers and
any other evidence of payment relating to the Funds or otherwise to the
MTEC; and
(b) all non-financial records and documents relating to the Funds or
otherwise to the MTEC.
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A7.4 Records Review. The Province may, at its own expense, upon twenty-four
hours’ Notice to the Recipient and during normal business hours, enter upon
the Recipient’s premises to conduct an audit or investigation of the Recipient
regarding the Recipient’s compliance with the Agreement, including assessing
any of the following:
(a) the truth of any of the Recipient’s representations and warranties; and
(b) the Recipient’s allocation and expenditure of the Funds.
A7.5 Inspection and Removal. For the purposes of any Records Review, the
Province may take one or more of the following actions:
(a) inspect and copy any records and documents referred to in section A7.3
(Record Maintenance); and
(b) remove any copies the Province makes pursuant to section A7.5(a).
A7.6 Cooperation. To assist the Province in respect of its rights provided for in
section A7.5 (Inspection and Removal), the Recipient will cooperate with the
Province by:
(a) ensuring that the Province has access to the records and documents
including, without limitation, paid invoices and original receipts, wherever
they are located;
(b) assisting the Province in copying records and documents;
(c) providing to the Province, in the form the Province specifies, any
information the Province identifies; and
(d) carrying out any other activities the Province requests.
A7.7 No Control of Records. No provision of the Agreement will be construed so
as to give the Province any control whatsoever over the Recipient’s records.
A7.8 Auditor General. The Province’s rights under Article A7.0 (Reporting,
Accounting and Review) are in addition to any rights provided to the Auditor
General pursuant to section 9.2 of the Auditor General Act (Ontario).
A8.0 COMMUNICATIONS REQUIREMENTS
A8.1 Acknowledge Support. Unless the Province directs the Recipient to do
otherwise, the Recipient will in each of its MTEC-related publications whether
written, oral or visual:
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(a) acknowledge the support of the Province for the MTEC;
(b) ensure that any acknowledgement is in a form and manner as the
Province directs; and
(c) indicate that the views expressed in the publication are the views of the
Recipient and do not necessarily reflect those of the Province.
A9.0 INDEMNITY
A9.1 Indemnification. The Recipient will indemnify and hold harmless the
Indemnified Parties from and against any Loss and any Proceeding, unless
solely caused by the negligence or wilful misconduct of the Indemnified Parties.
A10.0 INSURANCE
A10.1 Recipient’s Insurance. The Recipient is responsible for its own insurance and
has been carrying, at its own costs and expense, and requiring the same from its
subcontractors, all the necessary and appropriate insurance that a prudent
municipality in similar circumstances would maintain in order to protect itself and
the Indemnified Parties and support the Recipient’s indemnification set out in
section A9.1 (Indemnification). For greater certainty, the Recipient is not covered
by the Province of Ontario's insurance program and no protection will be afforded
to the Recipient by the Government of Ontario for any Loss or Proceeding that
may arise out of the MTEC or the Agreement.
A11.0 TERMINATION ON NOTICE
A11.1 Termination on Notice. The Province may terminate the Agreement at any time
without liability, penalty, or costs upon giving at least 30 days’ Notice to the
Recipient.
A11.2 Consequences of Termination on Notice by the Province. If the Province
terminates the Agreement pursuant to section A11.1 (Termination on Notice), the
Province may take one or more of the following actions:
(a) cancel all further instalments of Funds; and
(b) demand from the Recipient the payment of any Funds remaining in the
possession or under the control of the Recipient.
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A12.0 EVENT OF DEFAULT, CORRECTIVE ACTION, AND TERMINATION FOR
DEFAULT
A12.1 Events of Default. It will constitute an Event of Default if, in the opinion of the
Province, the Recipient breaches any representation, warranty, covenant or other
material term of the Agreement including, without limitation, failing to do any of
the following in accordance with the terms and conditions of the Agreement:
(a) use or spend any of the Funds or related interest for a purpose other than
that contemplated under the Agreement without the prior written consent
of the Province; or
(b) provide, in accordance with section A7.2 (Preparation and Submission),
Reports or such other reports as may have been requested pursuant to
paragraph A7.2(b).
A12.2 Consequences of Events of Default and Corrective Action. If an Event of
Default occurs, the Province may, at any time, take one or more of the following
actions:
(a) provide the Recipient with an opportunity to remedy the Event of Default;
(b) suspend the payment of Funds for such period as the Province
determines appropriate;
(c) reduce the amount of the Funds;
(d) cancel all further instalments of Funds;
(e) demand from the Recipient the payment of any Funds remaining in the
possession or under the control of the Recipient;
(f) demand from the Recipient the payment of an amount equal to any Funds
the Recipient used, but did not use in accordance with the Agreement;
(g) demand from the Recipient the payment of an amount equal to any Funds
the Province provided to the Recipient;
(h) demand from the Recipient the payment of an amount equal to the costs the
Province incurred or incurs to enforce its rights under the Agreement,
including the costs of any Record Review and the costs it incurs to collect
any amounts the Recipient owes to the Province; and
(i) terminate the Agreement at any time, including immediately, without
liability, penalty or costs to the Province upon giving Notice to the
Recipient.
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A12.3 Opportunity to Remedy. If, in accordance with paragraph A12.2(a), the
Province provides the Recipient with an opportunity to remedy the Event of
Default, the Province will provide Notice to the Recipient of:
(a) the particulars of the Event of Default; and
(b) the Notice Period.
A12.4 Recipient not Remedying. If the Province has provided the Recipient with an
opportunity to remedy the Event of Default pursuant to paragraph A12.2(a), and:
(a) the Recipient does not remedy the Event of Default within the Notice
Period;
(b) it becomes apparent to the Province that the Recipient cannot completely
remedy the Event of Default within the Notice Period; or
(c) the Recipient is not proceeding to remedy the Event of Default in a way
that is satisfactory to the Province,
the Province may extend the Notice Period, or initiate any one or more of the
actions provided for in paragraphs A12.2 (b), (c), (d), (e), (f), (g), (h) and (i).
A12.5 When Termination Effective. Termination under this Article A12.0 (Event of
Default, Corrective Action, and Termination for Default) will take effect as
provided for in the Notice.
A13.0 FUNDS UPON EXPIRY
A13.1 Funds Upon Expiry. The Recipient will, upon expiry of the Agreement, pay to
the Province any Funds and interest remaining in its possession or under its
control.
A14.0 DEBT DUE AND PAYMENT
A14.1 Payment of Overpayment. If at any time the Province provides Funds in
excess of the amount to which the Recipient is entitled under the Agreement, the
Province may:
(a) deduct an amount equal to the excess Funds from any further instalments
of Funds; or
(b) demand that the Recipient pay an amount equal to the excess Funds to
the Province.
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A14.2 Debt Due. If, pursuant to the Agreement:
(a) the Province demands from the Recipient the payment of any Funds or an
amount equal to any Funds; or
(b) the Recipient owes any Funds or an amount equal to any Funds to the
Province, whether or not the Province has demanded their payment,
such amounts will be deemed to be a debt due and owing to the Province by the
Recipient, and the Recipient will pay the amounts to the Province immediately,
unless the Province directs otherwise.
A14.3 Interest Rate. The Province may charge the Recipient interest on any money
owing by the Recipient at the then current interest rate charged by the Province
of Ontario on accounts receivable.
A14.4 Payment of Money to Province. The Recipient will pay any money owing to the
Province by cheque payable to the “Ontario Minister of Finance” and delivered to
the Province as provided for in Schedule “B” (Contact Information and Authorized
Representatives).
A14.5 Fails to Pay. Without limiting the application of section 43 of the Financial
Administration Act (Ontario), if the Recipient fails to pay any amount owing under
the Agreement, Her Majesty the Queen in right of Ontario may deduct any unpaid
amount from any money payable to the Recipient by Her Majesty the Queen in
right of Ontario.
A15.0 NOTICE
A15.1 Notice in Writing and Addressed. Notice will be:
(a) in writing;
(b) delivered by email, postage-prepaid mail, personal delivery or courier; and
(c) addressed to the Province and the Recipient as set out in Schedule “B”
(Contact Information and Authorized Representatives), or as either Party
later designates to the other by Notice.
A15.2 Notice Given. Notice will be deemed to have been given:
(a) in the case of postage-prepaid mail, five Business Days after the Notice is
mailed; and
(b) in the case of email, personal delivery or courier on the date on which the
Notice is delivered.
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A15.3 Postal Disruption. Despite paragraph A15.2(a), in the event of a postal
disruption:
(a) Notice by postage-prepaid mail will not be deemed to be given; and
(b) the Party giving Notice will provide Notice by email, personal delivery or
courier.
A16.0 CONSENT BY PROVINCE AND COMPLIANCE BY RECIPIENT
A16.1 Consent. When the Province provides its consent pursuant to the Agreement:
(a) it will do so by Notice;
(b) it may attach any terms and conditions to the consent; and
(c) the Recipient may rely on the consent only if the Recipient complies with
any terms and conditions the Province may have attached to the consent.
A17.0 SEVERABILITY OF PROVISIONS
A17.1 Invalidity or Unenforceability of Any Provision. The invalidity or
unenforceability of any provision of the Agreement will not affect the validity or
enforceability of any other provision of the Agreement.
A18.0 WAIVER
A18.1 Waiver Request. Either Party may, by Notice, ask the other Party to waive an
obligation under the Agreement.
A18.2 Waiver Applies. If in response to a request made pursuant to section A18.1
(Waiver Request) a Party consents to a waiver, the waiver will:
(a) be valid only if the Party that consents to the waiver provides the consent
by Notice; and
(b) apply only to the specific obligation referred to in the waiver.
A19.0 INDEPENDENT PARTIES
A19.1 Parties Independent. The Recipient is not an agent, joint venturer, partner or
employee of the Province, and the Recipient will not represent itself in any way
that might be taken by a reasonable person to suggest that it is, or take any
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actions that could establish or imply such a relationship.
A20.0 ASSIGNMENT OF AGREEMENT OR FUNDS
A20.1 No Assignment. The Recipient will not, without the prior written consent of the
Province, assign any of its rights or obligations under the Agreement.
A20.2 Agreement Binding. All rights and obligations contained in the Agreement will
extend to and be binding on:
(a) the Recipient’s successors, and permitted assigns; and
(b) the successors to Her Majesty the Queen in right of Ontario.
A21.0 GOVERNING LAW
A21.1 Governing Law. The Agreement and the rights, obligations and relations of the
Parties will be governed by and construed in accordance with the laws of the
Province of Ontario and the applicable federal laws of Canada. Any actions or
proceedings arising in connection with the Agreement will be conducted in the
courts of Ontario, which will have exclusive jurisdiction over such proceedings.
A22.0 FURTHER ASSURANCES
A22.1 Agreement into Effect. The Recipient will:
(a) provide such further assurances as the Province may request from time to
time with respect to any matter to which the Agreement pertains; and
(b) do or cause to be done all acts or things necessary to implement and carry
into effect the terms and conditions of the Agreement to their full extent.
A23.0 JOINT AND SEVERAL LIABILITY
A23.1 Joint and Several Liability. Where the Recipient is comprised of more than one
entity, all such entities will be jointly and severally liable to the Province for the
fulfillment of the obligations of the Recipient under the Agreement.
A24.0 RIGHTS AND REMEDIES CUMULATIVE
A24.1 Rights and Remedies Cumulative. The rights and remedies of the Province
under the Agreement are cumulative and are in addition to, and not in
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substitution for, any of its rights and remedies provided by law or in equity.
A25.0 FAILURE TO COMPLY WITH OTHER AGREEMENTS
A25.1 Other Agreements. If the Recipient:
(a) has failed to comply with any term, condition or obligation under any other
agreement with Her Majesty the Queen in right of Ontario or one of Her
agencies (a “Failure”);
(b) has been provided with notice of such Failure in accordance with the
requirements of such other agreement;
(c) has, if applicable, failed to rectify such Failure in accordance with the
requirements of such other agreement; and
(d) such Failure is continuing,
the Province may suspend the payment of Funds for such period as the Province
determines appropriate.
A26.0 SURVIVAL
A26.1 Survival. The following Articles, sections and paragraphs, and all applicable
cross-referenced Articles, sections, paragraphs, schedules and sub-schedules,
will continue in full force and effect for a period of seven years from the date of
expiry or termination of the Agreement: Articles 1.0 (Entire Agreement), 2.0
(Conflict or Inconsistency), 5.0 (Acknowledgment), and A1.0 (Interpretation and
Definitions) and any other applicable definitions, paragraph A2.1(a), sections
A4.4 (Rebates, Credits and Refunds), A5.1 (Disposal), A7.1 (Province Includes),
A7.2 (Preparation and Submission) to the extent that the Recipient has not
provided the Reports or other reports as may have been requested to the
satisfaction of the Province, A7.3 (Record Maintenance), A7.4 (Records Review),
A7.5 (Inspection and Removal), A7.6 (Cooperation), A7.7 (No Control of
Records), A7.8 (Auditor General), Articles A8.0 (Communications Requirements)
and A9.0 (Indemnity), sections A11.2 (Consequences of Termination on Notice
by the Province) and A12.1 (Events of Default), paragraphs A12.2 (b), (c), (d),
(e), (f), (g), (h) and (i), Articles A13.0 (Funds Upon Expiry), A14.0 (Debt Due and
Payment), A15.0 (Notice) and A17.0 (Severability of Provisions), section A20.2
(Agreement Binding), Articles A21.0 (Governing Law), A23.0 (Joint and Several
Liability), and A24.0 (Rights and Remedies Cumulative), and this Article A26.0
(Survival).
- END OF GENERAL TERMS AND CONDITIONS -
Town of Tillsonburg and Ontario MTEC TPA Page 19 of 28
SCHEDULE “B”
CONTACT INFORMATION AND AUTHORIZED REPRESENTATIVES
Contact information for the
purposes of Notice to the
Province
Address: Strategic Investments Office
Ministry of Transportation
777 Bay, 30th Floor
Toronto, ON
M7A 2J8
Attention: Kevin Dowling, Manager, Strategic
Investments Office
Phone: (416) 585-6312
Email: kevin.dowling@ontario.ca
Contact information for the
purposes of Notice to the
Recipient
Position: Clerk
Address: 200 Broadway St, Suite 204
Tillsonburg ON
N4G 5A7
Phone: (519) 688-3009 x4040
Email: msmibert@tillsonburg.ca
Contact information for the
senior financial official in the
Recipient organization (e.g.,
CFO, CAO) – to respond as
required to requests from the
Province in respect of the
Agreement
Position: Director of Finance/Treasurer
Address: 200 Broadway St, Suite 204
Tillsonburg ON
N4G 5A7
Phone: (519) 688-3009 x4011
Email: spawliwec@tillsonburg.ca
Authorized representative of
the Province for the purpose of
Section 4.2 (Execution of
Amending Agreements -
Exceptions)
Position: Director,
Municipal Programs Branch,
Ministry of Transportation
Authorized representative of
the Recipient for the purpose
of Section 4.2 (Execution of
Amending Agreements -
Exceptions)
Position: Clerk
Town of Tillsonburg and Ontario MTEC TPA Page 20 of 28
SCHEDULE “C”
ELIGIBLE EXPENDITURES AND INELIGIBLE EXPENDITURES
C1.0 MTEC
C1.1 Description of the MTEC. To address health related issues in respect of the
COVID-19 pandemic, the Recipient has been acquiring goods and services for
the MTEC of its transit system. Subject to Article C2.1 (Scope of Eligible
Expenditures) and for greater clarity, the costs of the MTEC that are eligible for
funding by the Province under the Agreement are only those that are
supplemental to the Recipient’s regular transit system cleaning.
C2.0 ELIGIBLE EXPENDITURES
C2.1 Scope of Eligible Expenditures. Subject to Article C3.0 (Ineligible
Expenditures), Eligible Expenditures include the direct costs incurred by the
Recipient on or after April 1, 2020 and on or before December 31, 2020 and that,
in the opinion of the Province, are considered to have been properly and
reasonably incurred and are necessary for the MTEC of transit vehicles and any
other public and non-public facing transit assets, that provide or support transit
services. In addition to having been incurred, these costs will have to have been
paid by the Recipient prior to being submitted to the Province for payment and
may include:
(a) costs of cleaning materials for the MTEC;
(b) costs of hand sanitizer for passenger and staff use;
(c) costs of safety wear for the MTEC, such as gloves or goggles;
(d) costs of equipment purchased for the MTEC;
(e) costs of contracted services for the MTEC;
(f) costs of salaries, including redeployment of staff, for the MTEC; and
(g) any other costs that, in the opinion of the Province, are considered
necessary for the MTEC.
C3.0 INELIGIBLE EXPENDITURES
C3.1 Scope of Ineligible Expenditures. Without limitation, the following costs will be
considered Ineligible Expenditures:
Town of Tillsonburg and Ontario MTEC TPA Page 21 of 28
(a) costs incurred before April 1, 2020 and after December 31, 2020;
(b) costs not paid prior to having been submitted to the Province for payment;
(c) marketing costs including advertising, promotion and communications;
(d) core administrative and overhead costs (e.g., rent, telephone and
communication lines/services, insurance, and computers);
(e) Recipient’s staff, including permanent and seasonal, salaries and travel
costs unless otherwise indicated in C2.1 (Scope of Eligible Expenditures);
(f) legal, audit, or interest fees;
(g) budget deficits;
(h) personal protective equipment, unless otherwise indicated in C2.1 (Scope
of Eligible Expenditures);
(i) refundable Harmonized Sales Tax or other refundable expenses (e.g.,
security deposits, etc.); and
(j) any other costs that, in the opinion of the Province, are considered
ineligible for payment under the Agreement.
Town of Tillsonburg and Ontario MTEC TPA Page 22 of 28
SCHEDULE “D”
CLAIM AND ATTESTATION SUBMISSION, SUPPORTING DOCUMENTATION AND
PAYMENT PROCEDURES
D1.0 CLAIM AND ATTESTATION
D1.1 Claim and Attestation from the Recipient’s Senior Financial Official. The
Recipient will use the form in Sub-schedule “D.1” (Claim and Attestation Form)
for the submission of its claim for payment.
D2.0 SUPPORTING DOCUMENTATION
D2.1 Report on Expenditures and Additional Report and Information. The
Recipient will, together with the claim form described in section D1.1 (Claim and
Attestation from the Recipient’s Senior Financial Official), submit the following
supporting documentation with its claim for payment:
(a) a report on expenditures using the form in Appendix A (Form of Report on
Expenditures) to Sub-schedule “D.1” (Claim and Attestation Form); and
(b) any additional reports or information, or both, the Province may request at
its sole discretion and in a form provided by the Province.
D3.0 PAYMENT PROCEDURES
D3.1 Submission of Claim for Payment and Required Documentation. The
Recipient will submit its claim for payment, together with the supporting
documentation set out in section D1.1 (Claim and Attestation from the Recipient’s
Senior Financial Official) and section D2.1 (Report on Expenditures and
Additional Report and Information) on or before January 31, 2021.
D3.2 Claim Payments. Subject to the terms and conditions set out in the Agreement
and if due and owing under the Agreement, the Province will use its reasonable
efforts to make the payment to the Recipient for the claim submitted pursuant to
section D3.1 (Submission of Claim for Payment and Required Documentation) in
a timely manner.
D3.3 No Interest. The Province will under no circumstances be liable for interest for
failure to make a payment within the time limit provided for in section D3.2 (Claim
Payments).
Town of Tillsonburg and Ontario MTEC TPA Page 23 of 28
D3.4 No Obligation to Pay. For greater clarity and without limitation to any other right
of the Province, the Province will have no obligation to pay a claim if it does not
meet the terms and conditions of the Agreement including, without limitation, if
the claim is missing any of the required supporting documentation or is submitted
after January 31, 2021, or both.
Town of Tillsonburg and Ontario MTEC TPA Page 24 of 28
SUB-SCHEDULE “D.1”
CLAIM AND ATTESTATION FORM
Ministry of Transportation File No.: ______________________________
TO: Ministry of Transportation
Transportation Programs Office
10th Floor
151 Bloor Street West
Toronto, ON M5S 1S4
Attention: Manager, Transportation Programs Office
Email: MTO-Transit Cleaning Funding @Ontario.ca
FROM: [Insert address of the senior official]
Attention: [insert name and title of Recipient senior
official]
Telephone No.: [insert telephone number of Recipient senior
official]
RE: Transfer Payment Agreement for Municipal Transit Enhanced
Cleaning
In the matter of the Transfer Payment Agreement for Municipal Transit Enhanced
Cleaning entered into between Her Majesty the Queen in right of Ontario, represented
by the Minister of Transportation for the Province of Ontario, and the [insert the name
of the Recipient] (the “Recipient”), on [insert the month day, and year]
________________ (the “Agreement”).
I, ____________________ [insert the name and title of the senior official], an
authorized representative of the Recipient, having made such inquiries as I have
deemed necessary for this attestation, hereby certify that to the best of my knowledge,
information and belief.
1. On and as of the date set out below:
a. all representations and warranties contained in Article A2.0 (Representations,
Warranties and Covenants) and section A6.1 (No Conflict of Interest) of the
Agreement are true and accurate;
b. Funds have been solely used on Eligible Expenditures as claimed in this
Claim and Attestation Form and the Form of Report on Expenditures
attached as Appendix A (Form of Report on Expenditures) to this Claim and
Attestation Form;
Town of Tillsonburg and Ontario MTEC TPA Page 25 of 28
c. the Recipient is in compliance with all the terms and conditions of the
Agreement, and no Event of Default, as described in the Agreement, has
occurred and is continuing; and
d. all records (including, without limitation, contracts, invoices, statements,
receipts, vouchers) are being retained in accordance with the requirements of
the Agreement.
2. The Eligible Expenditures have been incurred by the Recipient on or after April 1,
2020 and on or before December 31, 2020, and paid on or before January 31,
2021.
By signing below, I hereby claim a payment in the amount of $ _________, on behalf of
the Recipient, on account of the Province’s contribution towards the Eligible
Expenditures of the MTEC costs.
Declared at ____________ (city), in the Province of Ontario, this _________ day of
______________, 20_____.
(Signatures)
_____________________________ __________________________
Name: Witness Name:
Title: Title:
I have authority to bind the Recipient.
Town of Tillsonburg and Ontario TPA for MTEC
APPENDIX A
FORM OF REPORT ON EXPENDITURES
TO
SUB-SCHEDULE “D.1” (CLAIM AND ATTESTATION FORM)
MTEC Expenditure Report - April 1, 2020 to December 31, 2020
Date:
Recipient's
Name:
Total
Funds
Allocated:
Total
Funds
Claimed:
Remaining
Allocation:
Town of Tillsonburg and Ontario MTEC TPA Page 27 of 28
Period of Work
Performed Amount Paid ($)
Date of
Invoice (if
Applicable)
(DD/MM/YY)
From
(DD/MM/YY)
To
(DD/MM/YY)
Vendor
Name
Description
of Expense
Eligibility
per
Schedule
"C"
Subtotal
w/o HST
($)
(a)
Total
HST ($)
(b)
Recoverable
HST ($)
(c)
Net Total
($)
(a) + (b) -
(c)
Amount
Claimed
($)
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
$0.00 $0.00
Total $0.00 $0.00 $0.00 $0.00 $0.00
Town of Tillsonburg and Ontario MTEC TPA Page 28 of 28
Results Achieved with Provincial Funding:
Additional Comments:
Conclusion:
Recommended for payment:
Date:
[insert/print the name and title of the
Recipient’s authorized representative]
Recommended for payment:
Date:
[insert/print the name of the
Director]
Director, Ministry of Transportation