2020-025 Schedule AI ' '
ONTARIO TRANSFER PAYMENT AGREEMENT
The Agreement is effective as of the 23rd day of March, 2020
BETWEEN
CONSIDERATION
Her Majesty the Queen in right of Ontario
as represented by the Minister of Municipal Affairs and Housing
(the "Province")
-and
The Corporation of the Town of Tillson burg
(the "Recipient")
In consideration of the mutual covenants and agreements contained in this 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 The agreement, together with:
Schedule "A" -General Terms and Conditions
Schedule "B" -Project Specific Information and Additional Provisions
Schedule "C" -Project Summary
Schedule "D" -Budget
Schedule "E" -Payment Plan
Schedule "F" -Reports
any amending agreement entered into as provided for in section 4.1
constitutes the entire agreement between the Parties with respect to the subject
matter contained in the Agreement and supersedes all prior oral or written
representations and agreements.
Transfer Payment Agreement
2.0 CONFLICT OR INCONSISTENCY
2 .1 Conflict or Inconsistency. In the event of a confl ict or inconsistency between
the Add it ional Provisions and the provisions in Schedule "A", the following rules
will apply:
(a) the Parties will interpret any Additional Provisions in so far as possible , in a
way that preserves the intention of the Parties as expressed in Schedu le "A";
and
(b) where it is not possible to interpret the Additional Provisions in a way that is
consistent with the provisions in Schedule "A", the Additional Provisions will
prevail over the provisions in Schedule "A" to the extent of the inconsistency.
3 .0 COUNTERPARTS
3 .1 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.
4.0 AMENDING THE AGREEMENT
4.1 The Agreement may only be amended by a written agreement duly executed by
the Parties.
5 .0 ACKNOWLEDGEMENT
5 .1 The Recipient acknowledges that:
(a) by receiving Funds, it may become subject to legislation applicable to
organizations that receive funding from the Government of Ontario, including
the Broader Public Sector Accountability Act, 2010 (Ontario), the Public Sector
Salary Disclosure Act, 1996 (Ontario), and the Auditor General A ct (Ontario);
(b) Her Maj esty the Queen in right of Ontario has issued expenses, perquisites ,
and procurement directives and guidelines pursuant to the Broader Public
Sector Accountability Act, 2010 (Ontario);
(c) the Funds are :
(i) to assist the Re c ipient to carry out the Project and not to provide
goods or services to the Province;
(ii) funding for the purposes of the Public Sector Salary Disclosure Act,
1996 (Ontario);
(d) the Province is not responsible for carrying out the Project; and
Tran sfer Payme nt Ag re e ment 2
(e) 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 Project or otherwise in connection with the Agreement may be subject
to disclosure in accordance with that Act.
The Parties have executed the Agreement on the dates set out below.
µ<Arch 10, zozo
Date
~(),((.,~ l 1I Z020
Date
Transfer Paymen t Agreement
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the Minister of Municipal Affairs
and Housing
~
Name: The Honourable Steve Clark
Title: Minister of Municipal Affairs and Housing
The Corp the Town of Tillsonburg
Name : S+-tp ""'-o-."' f'.l\...c::.\~
Title : t'-A..~ or
I have authority to bind the Recipient.
~~ Name : ~~\'-a... ""To..s~~:~-cd.
Title: De.p~ (,\.erk
I have authority to bind the Recipient.
3
SCHEDULE "A"
GENERAL TERMS AND CONDITIONS
A1.0 INTERPRETATION AND DEFINITIONS
A 1.1 Interpretation. For the purposes of interpretation :
(a) words in the singular include the plural and vice-versa;
(b) words in one gender include all genders;
(c) the 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) "include", "includes" and "including" denote that the subsequent list is not
exhaustive.
A 1.2 Definitions. In the Agreement , the following terms will have the following
meanings:
"Additional Provisions" means the terms and co nditions set out in Schedule
"B".
"Agreement" means this agreement entered into between the Province and
the Recipient, all the schedules listed in section 1.1 , and any amending
agreement entered pursuant to section 4.1.
"Budget" means the budget attached to the Agreement as Schedule "D".
"Business Day" means any working day, Monday to Friday inclusive,
excluding statutory and other ho lidays, 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 set out at the top of the Agreement.
"Event of Default" has the meaning ascribed to it in section A 13.1 .
"Expiry Date" means th e expiry date set out in Schedule "B".
"Funding Year" means :
(a) in the case of the first Funding Year, the period commencing on the Effective
Date and ending on the following March 31; and
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(b) in the case of Funding Years subsequent to the first Funding Year, the period
commencing on April 1 following the end of the previous Funding Year and
ending on the following March 31.
"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, Her
ministers, agents, appointees , and employees.
"Maximum Funds" means the maximum Funds set out in Schedule "B".
"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 section A 13.3(b), and
includes any such period or periods of time by which the Province extends that
time in accordance with section A 13.4.
"Parties" means the Province and the Recipient.
"Party" means either the Province or the Recipient.
"Project" means the undertaking described in Schedule "C".
"Reports" means the reports described in Schedule "F".
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 Project;
(b) it is in compliance with, and will continue to comply with , all federal and
provincial laws and regulations, all municipal by-laws, and any other orders ,
rules, and by-laws related to any aspect of the Project, the Funds, or both;
and
(c) unless otherwise provided for in the Agreement, any information the
Recipient provided to the Province in support of its request for funds
(including information relating to any eligibility requirements) 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
Tran sfer Paym ent Ag reem ent 5
(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 Funds prudently and
effectively;
(b) procedures to enable the Recipient to complete the Project successfully;
(c) procedures to enable the Recipient to identify risks to the completion of the
Project and strategies to address the identified risks , all in a timely manner;
(d) procedures to enable the preparation and submission of all Reports required
pursuant to Article A?.O; and
(e) procedures to enable the Recipient to address such other matters as the
Recipient considers necessary to enable the Recipient to carry out its
obligations under the Agreement.
A2.4 Supporting Proof. Upon the request of the Province, the Recipient will
provide the Province with proof of the matters referred to in Article A2 .0 .
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, Article A12.0, or Article A13.0 .
A4.0 FUNDS AND CARRYING OUT THE PROJECT
A4.1 Funds Provided. The Province will :
(a) provide the Recipient up to the Maximum Funds for the purpose of carrying
out the Project;
(b) provide the Funds to the Recipient in accordance with the payment plan
attached to the Agreement as Schedule "E"; and
(c) deposit the Funds into an account designated by the Recipient provided that
the account:
(i) resides at a Canadian financial in stitution; and
(ii) is in the name of the Recipient.
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A4.2 Limitation on Payment of Funds. Despite section A4.1:
(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 this Agreement by the Recipient by
municipal by-law;
(b) the Province is not obligated to provide any Funds to the Recipient until the
Recipient provides the certificates of insurance or other proof as the Province
may request pursuant to section A10.2;
(c) the Province is not obligated to provide instalments of Funds until it is
satisfied with the progress of the Project;
(d) the Province may adjust the amount of Funds it provides to the Recipient in
any Funding Year based upon the Province's assessment of the information
the Recipient provides to the Province pursuant to section A7.1; or
(e) if, pursuant to the Financial Administration Act (Ontario), the Province does
not receive the necessary appropriation from the Ontario Legislature for
payment under the Agreement, the Province is not obligated to make any
such payment , and, as a consequence, the Province may:
(i) reduce the amount of Funds and, in consultation with the
Recipient, change the Project ; or
(ii) terminate the Agreement pursuant to section A 12.1.
A4.3 Use of Funds and Carry Out the Project. The Recipient will do all the
following :
(a) carry out the Project in accordance with the Agreement;
(b) use the Funds only for the purpose of carrying out the Project;
(c) spend the Funds only in accordance with the Budget ;
(d) not use the Funds to cover any cost that has or will be funded or reimbursed
by one or more of any third party, ministry, agency, or organization of the
Government of Ontario.
A4.4 Interest Bearing Account. If the Province provides Funds before the
Recipient's immediate need for the Funds , the Recipient will place the Funds
in an interest-bearing account in the name of the Recipient at a Canadian
financial institution.
A4 .5 Interest. If the Recipient earns any interest on the Funds , the Province may:
(a) deduct an amount equal to the interest from any further instalments of F unds;
Transfer Payment Agreement 7
or
(b) demand from the Recipient the payment of an amount equa l to the interest.
A4 .6 Rebates, Credits, and Refunds . The Ministry will calculate Funds based on
the actual costs to the Recipient to carry out the Project, less any costs
(including taxes) for which the Recipient has received, will receive, or is eligible
to receive, a rebate, credit, or refund.
AS.O RECIPIENT'S ACQUISITION OF GOODS OR SERVICES, AND DISPOSAL
OF ASSETS
A5 .1 Acquisition . If the Recipient acquires goods, services, or both with the Funds,
it will do so through a process that promotes the best value for money.
A5 .2 Disposal. The Recipient will not, without the Province's prior written consent,
sell, lease, or otherwise dispose of any asset purchased or created with the
Funds or for which Funds were provided , the cost of which exceeded the
amount as provided for in Schedu le "B" at the time of purchase .
A6.0 CONFLICT OF INTEREST
A6 .1 No Conflict of Interest. The Recipient will carry out the Project and use the
Funds without an actual, potential , or perceived conflict of interest.
A6 .2 Conflict of Interest Includes . For the purposes of Article A6 .0, a confli ct 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 cou ld , or
could be seen to, interfere with the Recipient's objective, unbiased, and
impartial judgment relating to the Project, the use of the Funds , or both .
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 REPORTS, ACCOUNTING, AND REVIEW
A7 .1 Preparation and Submission. The Recipient will :
T ransfer Paym ent Agreeme nt 8
(a) submit to the Province at the address referred to in section A 17 .1, all Reports
in accordance with the timelines and content requirements as provided for in
Schedule "F", or in a form as specified by the Province from time to time ;
(b) submit to the Province at the address referred to in section A 17 .1 , any other
reports as may be requested by the Province in accordance with the timelines
and content requirements specified by the Province ;
(c) ensure that all Reports and other reports are completed to th e satisfaction of
the Province; and
(d) ensure that all Reports and other reports are signed on behalf of the Recipient
by an authorized signing officer.
A7 .2 Record Maintenance. The Recipient will keep and maintain :
(a) all financial records (including invoices) relating to the Funds or otherwise to
the Project in a manner consistent with generally accepted accounting
principles; and
(b) all non-financial documents and records relating to the Funds or otherwise to
the Project.
A7.3 Inspection. The Province , any authorized representative , or any
independent auditor identified by the Province may, at the Province's expense ,
upon twenty-four hours' Notice to the Recipient and during normal business
hours , enter upon the Recipient's premises to review the progress of the Project
and the Recipient's allocation and expenditure of the Funds and , for these
purposes , the Province, any authorized representative , or any i ndependent
auditor identified by the Province may take one or more of the following actions:
(a) inspect and copy the records and documents referred to in section A7 .2 ;
(b) remove any copies made pursuant to section A7 .3(a) from the Recipient's
premises ; and
(c) conduct an audit or investigation of the Recipient in respect of the expenditure
of the Funds , the Project, or both.
A7 .4 Disclosure. To assist in respect of the rights provided for in section A7 .3 , the
Recipient will disclose any information requested by the Province , any
authorized representatives, or any independent auditor identified by the
Province, and will do so in the form requested by the Province , any authorized
representative , or any independent auditor identified by the Province , as the
case may be.
A7 .5 No Control of Records. No provision of the Agreement w ill be construed so
as to give the Province any control whatsoever over the Recipient 's records .
Transfer Payment Agreement 9
A?.6 Auditor General . The Province's rights under Article A7 .0 are in addition to
any rights provided to the Auditor General pursuant to section 9 .1 of the
Auditor General Act (Ontario).
A8.0 COMMUNICATIONS REQUIREMENTS
A8 .1 Acknowledge Support. Unless otherwise directed by the Province, the
Recipient will :
(a) acknowledge the support of the Province for the Project; and
(b) ensure that the acknowledgement referred to in section A8 .1 (a) is in a form
and manner as directed by the Province .
A8 .2 Publication. The Recipient will indicate, in any of its Project-related
publications, whether written, oral , or visual, 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 and all liability, loss, costs, damages,
and expenses (including legal, expert and consultant fees), causes of action ,
actions , claims , demands, lawsuits , or other proceedings , by whomever made ,
sustained, incurred, brought, or prosecuted , in any way arising out of or in
connection with the Project or otherwise in connection with the Agreement ,
unless solely caused by the negligence or wilful misconduct of the Indemnified
Parties .
A10.0 INSURANCE
A 10 .1 Recipient's Insurance. The Recipient repre sents, warrants, and covenants
that it has , and will maintain, at its own cost and expense, with insurers having
a secure A.M. Best rating of B+ or greater, or the equivalent , all the necessary
and appropriate insurance that a prudent person carrying out a project similar
to the Project would maintain, including commercial general liability insurance
on an occurrence basis for third party bodily injury , personal injury, and
property damage , to an inclusive limit of not less than the amount provided for
in Schedule "B" per occurrence . The insurance policy will include the following :
(a) the Indemnified Parties as additional insureds with respect to liability arising
in the course of performance of the Recipient's obligations under , or otherwise
in connection with , the Agreement;
(b) a cross-liability clause ;
(c) contractual liability coverage ; and
T rans fe r Paym e nt Agree m ent 10
(d) a 30-day written notice of cancellation.
A 10.2 Proof of Insurance. The Recipient will:
(a) provide to the Province , either:
(i) certificates of insurance that confirm the insurance coverage as
provided for in section A 10.1; or
(ii) other proof that confirms the insurance coverage as provided for in
section A 10.1; and
(b) upon the request of the Province, provide to the Province a copy of any
insurance policy.
A11.0 TERMINATION ON NOTICE
A 11 .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.
A 11.2 Consequences of Termination on Notice by the Province. If the Province
terminates the Agreement pursuant to section A 11 .1, the Province may take
one or more of the following actions :
(a) cancel further instalments of Funds;
(b) demand from the Recipient the payment of any Funds remaining in the
possession or under the control of the Recipient ; and
(c) determine the reasonable costs for the Recipient to wind down the Project,
and do either or both of the following:
(i) permit the Recipient to offset such costs against the amount the
Recipient owes pursuant to section A 11.2(b); and
(ii) subject to section A4.1 (a), provide Funds to the Recipient to
cover such costs.
A12.0 TERMINATION WHERE NO APPROPRIATION
A 12.1 Termination Where No Appropriation. If, as provided for in section A4.2(d),
the Province does not receive the necessary appropriation from the Ontario
Legislature for any payment the Province is to make pursuant to the
Agreement, the Province may terminate the Agreement immediately without
liability, penalty, or costs by giving Notice to the Recipient.
A 12.2 Consequences of Termination Where No Appropriation . If the Province
terminates the Agreement pursuant to section A 12.1 , the Province may take
Transfe r Payme nt Agreem ent 11
one or more of the following actions :
(a) cancel further instalments of Funds;
(b) demand from the Recipient the payment of any Funds remaining in the
possession or under the control of the Recipient ; and
( c) determine the reasonable costs for the Recipient to wind down the Project and
permit the Recipient to offset such costs against the amount owing pursuant
to section A12.2(b).
A12 .3 No Additional Funds. If, pursuant to section A12 .2(c), the Province
determines that the costs to wind down the Project exceed the Funds remaining
in the possession or under the control of the Recipient , the Province will not
provide additional Funds to the Recipient.
A13 .0 EVENT OF DEFAULT, CORRECTIVE ACTION, AND TERMINATION FOR
DEFAULT
A 13 .1 Events of Default. Each of the following events will constitute an Event of
Default:
(a) in the opinion of the Province, the Recipient breaches any representation ,
warranty, covenant, or other material term of the Agreement, including failing
to do any of the following in accordance with the terms and conditions of the
Agreement:
(i) carry out the Project ;
(ii) use or spend Funds ; or
(iii) provide, in accordance with section A7 .1, Reports or such other ·
reports as may have been requested pursuant to section A7 .1 (b);
(b) the Recipient's operations, its financial condition, or its organizational
structure, changes such that it no longer meets one or more of the eligibility
requirements of the program under which the Province provides the Funds;
(c) the Recipient makes an assignment, proposal, compromise, or arrangement
for the benefit of creditors, or a creditor makes an application for an order
adjudging the Recipient bankrupt, or applies for the appointment of a receiver;
or
(d) the Recipient ceases to operate .
A 13 .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:
Transfer Payment Agr ee ment 12
(a) initiate any action the Province considers necessary in order to facilitate the
successful continuation or completion of the Project ;
(b) provide the Recipient with an opportunity to remedy the Event of Default;
(c) suspend the payment of Funds for such period as the Province determines
appropriate ;
(d) reduce the amount of the Funds ;
(e) cancel further instalments of Funds ;
(f) demand from the Recipient the payment of any Funds remaining in the
possession or under the control of the Recipient ;
(g) 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;
(h) demand from the Recipient the payment of an amount equal to any Funds the
Province provided to the Recipient; and
(i) terminate the Agreement at any time, including immediately, without liability ,
penalty or costs to the Province upon giving Notice to the Recipient.
A 13.3 Opportunity to Remedy . If, in accordance with section A 13.2(b ), the Province
provides the Recipient with an opportunity to remedy the Event of Default , the
Province will give Notice to the Recipient of:
(a) the particulars of the Event of Default; and
(b) the Notice Period .
A 13.4 Recipient not Remedying . If the Province provided the Recipient with an
opportunity to remedy the Event of Default pursuant to section A13.2(b), 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
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 sections A 13.2(a), (c),
(d), (e), (f), (g), (h), and (i).
A 13.5 When Termination Effective. Termination under Arti c le will take effect as
provided for in the Notice .
A14.0 FUNDS AT THE END OF A FUNDING YEAR
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A14.1 Funds at the End of a Funding Year. Without limiting any rights of the
Province under Article A 13 .0, if the Recipient has not spent all of the Funds
allocated for the Funding Year as provided for in the Budget , the Province may
take one or both of the following actions:
(a) demand from the Recipient payment of the unspent Funds; and
(b) adjust the amount of any further instalments of Funds accordingly.
A15.0 FUNDS UPON EXPIRY
A 15.1 Funds Upon Expiry. The Recipient will, upon expiry of the Agreement , pay to
the Province any Funds remaining in its possession or under its control.
A16.0 DEBT DUE AND PAYMENT
A 16.1 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
A 16 .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 Funds or other amount will be deemed to be a debt due and owing to the
Province by the Recipient, and the Recipient will pay the amount to the
Province immediately, unless the Province directs otherwise .
A 16.3 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 .
A 16.4 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".
A 16 .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
Transfer Payment Agreement 14
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.
A17.0 NOTICE
A17.1 Notice in Writing and Addressed. Notice will be in writing and will be
delivered by email, postage-prepaid mail, personal delivery , or fax, and will be
addressed to the Province and the Recipient respectively as provided for
Schedule "B", or as either Party later designates to the other by Notice.
A17 .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 ; or
(b) in the case of email , personal delivery , or fax , one Business Day after the
Notice is delivered .
A 17.3 Postal Disruption. Despite section A 17.2(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 give Notice by email , personal delivery , or fax.
A18.0 CONSENT BY PROVINCE AND COMPLIANCE BY RECIPIENT
A 18.1 Consent. When the Province provides its consent pursuant to the Agreement
it may impose any terms and conditions on such consent and the Recipient will
comply with such terms and conditions.
A19.0 SEVERABILITY OF PROVISIONS
A 19.1 Invalidity or Unenforceability of Any Provision. The invalidity or
unenforceability of any provision of the Agreement will not affect the valid ity or
enforceability of any other provision of the Agreement. Any invalid or
unenforceable provision will be deemed to be severed .
A20.0 WAIVER
A20.1 Waiver Request. Either Party may, in accordance with the Notice provision
set out in Article A17.0, ask the other Party to waive an obligation under the
Agreement.
A20.2 Waiver Applies. Any waiver a Party grants in response to a request made
pursuant to section A20.1 will:
(a) be valid only if th e Party granting th e waiver provides it in writing; and
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(b) apply only to the specific obligation referred to in the waiver.
A21 .0 INDEPENDENT PARTIES
A21 .1 Parties Independent. The Recipient is not an agent, joint venturer, partner, or
employee of the Province, and the Recipient will not represent itself in any way
that might be taken by a reasonable person to suggest that it is, or take any
actions that could establish or imply such a relationship .
A22.0 ASSIGNMENT OF AGREEMENT OR FUNDS
A22.1 No Assignment. The Recipient will not, without the prior written consent of
the Province, assign any of its rights or obligations under the Agreement.
A22.2 Agreement Binding . All rights and obligations contained in the Agreement
will extend to and be binding on the Parties' respective heirs , executors,
administrators, successors, and permitted assigns .
A23.0 GOVERNING LAW
A23.1 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 jurisdi ction over such
proceedings.
A24 .0 FURTHER ASSURANCES
A24.1 Agreement into Effect. The Recipient will provide such further assurances as
the Province may request from time to time with respect to any matter to which
the Agreement pertains and will otherwise 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.
A25 .0 JOINT AND SEVERAL LIABILITY
A25 .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.
A26.0 RIGHTS AND REMEDIES CUMULATIVE
A26 .1 Rights and Remedies Cumulative. The rights and remedies of th e Province
under the Agreement are cumulative and are in addition to, and not in
substitution for, any of its rights and remedies provid ed by law or in equity.
A27.0 FAILURE TO COMPLY WITH OTHER AGREEMENTS
Trans fer Payment Ag reem ent 16
A27 .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.
A28.0 SURVIVAL
A28.1 Survival. The following Articles and sections, and all applicable cross-
referenced sections and schedules , will continue in full force and effect for a
period of seven years from the date of expiry or termination of the Agreement:
Article 1.0, Article 3.0, Article A1 .0 and any other applicable definitions , section
A2.1 (a), sections A4.2(e), A4.5, section A5 .2, section A7.1 (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), sections A7.2 , A7.3 , A7.4 , A7 .5,
A7.6 , Article A8 .0, Article A9.0, section A11.2, sections A12 .2, A12.3, sections
A13.1, A13.2(d), (e), (f), (g) and (h), Article A15 .0, Article A16.0, Article A17.0,
Article A 19.0, section A22.2 , Article A23 .0, Article A25.0, Article A26.0, Article
A27 .0 and Article A28 .0.
-END OF GENERAL TERMS AND CONDITIONS -
Trans fer Payment Ag reement 17
SCHEDULE "B"
PROJECT SPECIFIC INFORMATION AND ADDITIONAL PROVISIONS
Maximum Funds $120,275.00
Expiry Date December 31 , 2020
Amount for the purposes of $5,000.00
section A5.2 (Disposal) of
Schedule "A"
Insurance $2 ,000,000 .00
Name: Helen Collins Contact information for the
purpos es of Notice to the
Province Position: Manager, Municipal Programs and Outreach
Unit
Address: 777 Bay Street, Toronto, Ontario M7 A 2J3 ,
161h Floor
Fax: 416-585-7292
Email: helen .collins@ontario.ca
Contact information for the Name: J> A u .f l-< u s ''"' ro rJ
purposes of Notice to the
Recipient Position: ~I tt_~ TV r..... u ,.:::. rt/\) •t:hN (_ c
Address: L.o o \:5 (l_c. .lk-0wA'Y
1
11uf.:Jr.As<1.tf(J
6 ~· C) rJ~v-!: fl 7
Contact information for the
senior financial person in
the Recipient organization
(e.g., CFO, CAO) -to
respond as required to
requests from the Province
related to the Agreement
Additional Provisions:
Fax:
Fax:
Email: c\\\JSh-\t~h\\~~__,~. c_e-
81 Section 4.3 of Schedule "A" is amended by adding the following
subsection:
(e) use the Funds only for the purpose of reimbursement for the actual amount
Transfer Paym ent Agreem ent 18
paid to the independent third-party reviewer in accordance with the Project ;
and,
(f) Not use the Funds for the purpose of paying the salaries of the Recipient's
employees .
Transfer Payment Agreemen t 19
Objectives
SCHEDULE "C"
PROJECT SUMMARY
The objective of the Project is to review the recommendations identified in the recent
Oxford County service delivery review for applicability to the Recipient , with the goal
of identifying opportunities for greater efficiencies . Recreation has been identified as
an area to be studied separately from all other services.
Description
The Recipient will retain an independent third-party to conduct a service delivery and
modernization review of its municipal services in two parts: Recreation and all other
municipal services.
The independent third -party reviewer will review the municipal services conduct an
analysis, make recommendations and develop a plan to implement the
recommendations.
Independent Third -Party Reviewer's Report
The Recipient will retain the independent third -party reviewer to compile the findings
and recommendations in the Independent Third-Party Reviewer's Report.
The Recipient will submit a draft of the Independent Third-Party Reviewer's Report
to the Province by August 31, 2020. The draft will summarize the reviewer's
preliminary findings and recommendations for cost savings and improved
efficiencies .
The Recipient will submit the Independent Third-Party Reviewer's Report to the
Province and publish the report on their publicly accessible website by September
18 , 2020 .
The report will summarize the reviewer's findings and identify specific, actionable
recommendations based on the analysis and findings that aim to identify cost
savings and improved efficiencies.
Background
In 2019, the Recipient and the other municipal ities in Oxford County embarked on a
service delivery review to look for modernization and cost saving opportunities
through joint services or re-alignment of services within the County .
The next stage of this process is for the Recipient to review its services to find
greater efficiencies, taking into consideration the recommendations of the County-
wide study .
Transfer Payment Agreement 2 0
SCHEDULE "D"
BUDGET
ITEM AMOUNT
Reimbursement for payments to independent third-party reviewer Up to $120,275.00
Trans fer Payment A greement 2 1
•
•
•
•
•
•
SCHEDULE "E"
PAYMENT PLAN
Milestone Scheduled Payment
Execution of the Agreement Initia l payment of $90,206 .25 made to
Recipient no more than th i rty (30) days after
the execution of the Agreement
Submission of Interim Progress
Report to the Province
Submission of draft Independent
Third-Party Reviewer's Report to the
Prov ince
Submission of Independent Th ird-Final payment of up to $30 ,068. 75 made to
Party Reviewer's Report to the Recipient no more than thirty (30) days after
Province the Province's approva l of the F ina l Report
Publishing of Independent Third-
Party Reviewer's Report on the
Recipient's publicly accessible
website
Submission of Final Report to the
Prov ince
T ran sfer Pa yment A greement 22
Name of Report
1. Interim Progress Report
2. Final Report
Report Details
1 . Interim Progress Report
SCHEDULE "F"
REPORTS
Reporting Due Date
June 15th, 2020
September 18th, 2020
The Recipient will submit an Interim Progress Report to the Province by June 15th , 2020
using the reporting template provided by the Provin ce. The Interim Progress Report will
include:
• An update to the estimated cost of the Project , and
• A statement indicating whether the Recipient has retained the independent third -
party reviewer.
2 . Final Report
The Recipient will submit a Final Report to the Province by September 18th, 2020 using
the reporting template provided by the Province. The Final Report will include:
• A hyperlink to the Independent Third-Party Reviewer's Report on the Recipient's
publicly accessible website ,
• A 250-word abstract of the Project and its findings,
• The actual amount paid by the Recipient to the independent third-party reviewer in
accordance with the Project with supporting documentation, such as invoices or
receipts, showing actual costs incurred , and
• A statement indicating the percentage of the total amount of service delivery
expenditures reviewed that are identified as potential cost savings in the
Independent Third -Party Reviewer's Report , which will be the performance
measure for the Project.
Transfer Pa yment Agreement 23