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HomeMy WebLinkAboutFIR 03-25Report to Council Report Number: FIR 03-25 Date: February 24, 2025 From: Chief Boyd Fire Chief Subject: Ontario Transfer Payment Agreement with the Province of Ontario -Fire Protection Grant -File: A-1440-001-25 Recommendation: 1.That Report FIR 03-25 regarding the Ontario Transfer Payment Agreement with the Province of Ontario be received; 2.That the Mayor and City Clerk be authorized to execute the Ontario Transfer Payment Agreement with the Province of Ontario for the Fire Protection Grant, as set out in Attachment 1; and 3.That the appropriate City of Pickering officials be given authority to take the necessary actions to give effect thereto. Executive Summary: The purpose of this report is to authorize the execution of the Fire Protection Grant agreement with the Province of Ontario. The provincial grant funding, allocated to the City of Pickering, will provide additional resources to enhance the health and safety of Fire Services staff which is a top priority of this City. Relationship to the Pickering Strategic Plan: The recommendations in this report respond to the Pickering Strategic Plan of Corporate Key to Deliver on Good Governance Open & Transparent Decision Making; and the Pickering Strategic Plan Priority of Advance Innovation & Responsible Planning to Support a Connected, Well-Serviced Community. Financial Implications: The City of Pickering has been allocated approximately $41,152.25 in funding that is required to be spent by December 31, 2025. Discussion: The purpose of this report is to authorize the execution of the Fire Protection Grant Agreement with the Province of Ontario. The Ministry of the Solicitor General and Office of the Fire Marshal received Treasury Board approval for $30.0 M over three years in funding to support municipal fire services in acquiring critical equipment and other needs to improve and enhance the level of fire protection. The provincial grant of $41,152.25 to the City of Pickering will fund the purchase of secondary sets of head harnesses, provide drying station for firefighter personal protective equipment and provide an “Active Air Purifier” within the fleet. FIR 03-25 February 24, 2025 Subject: Ontario Transfer Payment Agreement with the Province of Ontario Page 2 Attachment: 1.Ontario Transfer Payment Agreement Prepared By: Approved/Endorsed By: Nigel Robinson Steve Boyd Deputy Fire Chief Fire Chief Stan Karwowski, MBA, CPA, CMA Director, Finance & Treasurer SB:jm Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Original Signed By:Original Signed By: Original Signed By: Original Signed By: Page 1 of 25 ONTARIO TRANSFER PAYMENT AGREEMENT THE AGREEMENT is effective as of the BETWEEN: His Majesty the King in right of Ontario as represented by the Hon. Michael Kerzner, Solicitor General (the “Province”) -and - The Corporation of the City of Pickering (the “Recipient”) 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 to the Agreement. The following schedules form part of the Agreement: Schedule “A” - General Terms and Conditions Schedule “B” - Project Specific Information and Additional Provisions Schedule “C” - Project Schedule “D” - Budget Schedule “E” - Payment Plan Schedule “F” - Reports. 1.2 Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter contained in the Agreement and supersedes all prior oral or written representations and agreements. Attachment 1 to Report FIR 03-25 Page 2 of 25 2.0 CONFLICT OR INCONSISTENCY 2.1 Conflict or Inconsistency. In the event of a conflict or inconsistency between the Additional 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 Schedule “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 Act (Ontario); (b) His Majesty the King 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: Page 3 of 25 (i) to assist the Recipient 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; (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; and (f) the Province is bound by the Financial Administration Act (Ontario) (“FAA”) and, pursuant to subsection 11.3(2) of the FAA, payment by the Province of Funds under the Agreement will be subject to, (i) an appropriation, as that term is defined in subsection 1(1) of the FAA, to which that payment can be charged being available in the Funding Year in which the payment becomes due; or (ii) the payment having been charged to an appropriation for a previous fiscal year. SIGNATURE PAGE FOLLOWS Page 4 of 25 The Parties have executed the Agreement on the dates set out below. HIS MAJESTY THE KING IN RIGHT OF ONTARIO as represented by the Office of the Fire Marshal Date Name: Carrie Clarke Title: Deputy Fire Marshal The Corporation of the City of Pickering Date Name: Kevin Ashe Title: Mayor I have authority to bind the Recipient Date Name: Susan Cassel Title: City Clerk I have authority to bind the Recipient TP Agreement – Shortened Page 5 of 25 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 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. A1.2 Definitions. In the Agreement, the following terms will have the following meanings: “Additional Provisions” means the terms and conditions set out in Schedule “B”. “Agreement” means this agreement entered into between the Province and the Recipient, all of the schedules listed in section 1.1, and any amending agreement entered into 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 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 set out at the top of the Agreement. “Event of Default” has the meaning ascribed to it in section A12.1. “Expiry Date” means the expiry date set out in Schedule “B”. “Funding Year” means: TP Agreement – Shortened Page 6 of 25 (a) in the case of the first Funding Year, the period commencing on the Effective Date and ending on the following March 31; and (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 or the Expiry Date, whichever is first. “Funds” means the money the Province provides to the Recipient pursuant to the Agreement. “Indemnified Parties” means His Majesty the King in right of Ontario, and includes His ministers, agents, appointees, and employees. “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 Project or any other part of the Agreement. “Maximum Funds” means the maximum 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 A12.3(b), and includes any such period or periods of time by which the Province extends that time pursuant to section A12.4. “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 Project or with any other part of the Agreement. “Project” means the undertaking described in Schedule “C”. “Records Review” means any assessment the Province conducts pursuant to section A7.4. “Reports” means the reports described in Schedule “F”. TP Agreement – Shortened Page 7 of 25 A2.0 REPRESENTATIONS, WARRANTIES, AND COVENANTS A2.1 General. The Recipient represents, warrants, and covenants that: (a) it is, and will continue to be, a validly existing legal entity with full power to fulfill its obligations under the Agreement; (b) it has, and will continue to have, the experience and expertise necessary to carry out the Project; (c) 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 (d) 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 capacity to enter into the Agreement; and (b) taken all necessary actions to authorize the execution of the Agreement. A2.3 Governance. The Recipient represents, warrants, and covenants that it has, will maintain in writing, and will follow: (a) a code of conduct and ethical responsibilities for all persons at all levels of the Recipient’s organization; (b) procedures to enable the Recipient’s ongoing effective functioning; (c) decision-making mechanisms for the Recipient; (d) procedures to enable the Recipient to manage Funds prudently and effectively; (e) procedures to enable the Recipient to complete the Project successfully; (f) 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; TP Agreement – Shortened Page 8 of 25 (g) procedures to enable the preparation and submission of all Reports required pursuant to Article A7.0; and (h) 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 or Article A12.0. A4.0 FUNDS AND CARRYING OUT THE PROJECT A4.1 Funds Provided. The Province will: (a) provide the Recipient with Funds 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 the Recipient designates 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: (a) the Province is not obligated to provide any Funds to the Recipient until the Recipient provides the certificates of insurance or other proof required pursuant to section A10.2; (b) the Province is not obligated to provide instalments of Funds until it is satisfied with the progress of the Project; and (c) the Province may adjust the amount of Funds it provides to the Recipient for any Funding Year based upon the Province’s assessment of the information the Recipient provides to the Province pursuant to section A7.2. TP Agreement – Shortened Page 9 of 25 A4.3 Use of Funds and Carry Out the Project. The Recipient will do all of 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 been or will be funded or reimbursed by one or more of any third party, ministry, agency, or organization of the Government of Ontario. (e) not use funds to cover any cost that has or will be funded by the recipients regular operating or capital budget. 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 do either or both of the following: (a) deduct an amount equal to the interest from any further instalments of Funds; (b) demand from the Recipient the payment of an amount equal to the interest. A4.6 Rebates, Credits, and Refunds. The Province 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. A5.0 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 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 set out in Schedule “B” at the time of purchase. TP Agreement – Shortened Page 10 of 25 A6.0 CONFLICT OF INTEREST A6.1 Conflict of Interest Includes. For the purposes of Article A6.0, 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 by a reasonable person to, interfere with the Recipient’s objective, unbiased, and impartial judgment relating to the Project, the use of the Funds, or both. A6.2 No Conflict of Interest. The Recipient will carry out the Project and use the Funds without an actual, potential, or perceived conflict of interest unless: (a) the Recipient: (i) provides Notice to the Province disclosing the details of the actual, potential, or perceived conflict of interest; and (ii) requests the consent of the Province to carry out the Project with an actual, potential, or perceived conflict of interest; (b) the Province provides its consent to the Recipient carrying out the Project with an actual, potential, or perceived conflict of interest; and (c) the Recipient complies with any terms and conditions the Province may prescribe in its consent. A7.0 REPORTS, 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 set out in Schedule “B” : (i) all Reports in accordance with the timelines and content requirements set out in Schedule “F”; (ii) any other reports in accordance with any timelines and content requirements the Province may specify from time to time; TP Agreement – Shortened Page 11 of 25 (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) all financial records (including invoices and evidence of payment) relating to the Funds or otherwise to the Project in a manner consistent with either international financial reporting standards or generally accepted accounting principles or any comparable accounting standards that apply to the Recipient; and (b) all non-financial records and documents relating to the Funds or otherwise to the Project. 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; (b) the progress of the Project; (c) 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 both of the following actions: (a) inspect and copy any records and documents referred to in section A7.3; (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, the Recipient will cooperate with the Province by: (a) ensuring that the Province has access to the records and documents wherever they are located; (b) assisting the Province to copy records and documents; TP Agreement – Shortened Page 12 of 25 (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 to give the Province any control whatsoever over any of the Recipient’s records. A7.8 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 the Province directs the Recipient to do otherwise, the Recipient will in each of its Project-related publications, whether written, oral, or visual, including public announcements or communications: (a) acknowledge the support of the Province for the Project; (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. (d) obtain prior written approval from the Province before using any Government of Ontario or ministry logo or symbol in any communications including press releases, published reports, radio and television programs and public or private meetings, or in any other type of promotional material, relating to the Project or this Agreement. A8.2 Notice of Project-Related Communications. Unless the Province directs the Recipient to do otherwise, the Recipient will provide written notice to the Province a minimum of 14 Business Days’ in advance of all Project-related publications, whether written, oral, or visual, including public announcements or communications. A9.0 INDEMNITY A9.1 Indemnify. The Recipient will indemnify and hold harmless the Indemnified Parties from and against any Loss and any Proceeding, unless solely caused by the gross negligence or wilful misconduct of the Indemnified Parties. TP Agreement – Shortened Page 13 of 25 A10.0 INSURANCE A10.1 Insurance. The Recipient represents, 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 set out in Schedule “B” per occurrence, which commercial general liability 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 (d) at least 30 days’ written notice of cancellation. A10.2 Proof of Insurance. The Recipient will: (a) provide to the Province, either: (i) certificates of insurance that confirm the insurance coverage required by section A10.1; or (ii) other proof that confirms the insurance coverage required by section A10.1; and (b) in the event of a Proceeding, and upon the Province’s request, the Recipient will provide to the Province a copy of any of the Recipient’s insurance policies that relate to the Project or otherwise to the Agreement, or both. 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 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, the Province may take one or more of the following actions: TP Agreement – Shortened Page 14 of 25 (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 A11.2(b); and (ii) subject to section A4.1(a), provide Funds to the Recipient to cover such costs. A12.0 EVENT OF DEFAULT, CORRECTIVE ACTION, AND TERMINATION FOR DEFAULT A12.1 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 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 A7.2, Reports or such other reports as the Province may have requested pursuant to section A7.2(a)(ii); (b) the Recipient’s operations, its financial condition, its organizational structure or its control 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; (d) the Recipient ceases to operate. TP Agreement – Shortened Page 15 of 25 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) 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; (i) 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 Records Review and the costs it incurs to collect any amounts the Recipient owes to the Province; and (j) upon giving Notice to the Recipient, terminate the Agreement at any time, including immediately, without liability, penalty or costs to the Province. A12.3 Opportunity to Remedy. If, pursuant to section A12.2(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. A12.4 Recipient not Remedying. If the Province provides the Recipient with an opportunity to remedy the Event of Default pursuant to section A12.2(b), and: TP Agreement – Shortened Page 16 of 25 (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 sections A12.2(a), (c), (d), (e), (f), (g), (h), (i) and (j). A12.5 When Termination Effective. Termination under Article A12.0 will take effect as provided for in the Notice. A13.0 FUNDS AT THE END OF A FUNDING YEAR A13.1 Funds at the End of a Funding Year. Without limiting any rights of the Province under Article A12.0, if, by the end of a Funding Year, the Recipient has not spent all of the Funds allocated for that 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; (b) adjust the amount of any further instalments of Funds accordingly. A14.0 FUNDS UPON EXPIRY A14.1 Funds Upon Expiry. Upon expiry of the Agreement, the Recipient will pay to the Province any Funds remaining in its possession, under its control, or both. A15.0 DEBT DUE AND PAYMENT A15.1 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 to the Province an amount equal to the excess Funds. A15.2 Debt Due. If, pursuant to the Agreement: (a) the Province demands from the Recipient the payment of any Funds, an TP Agreement – Shortened Page 17 of 25 amount equal to any Funds or any other amounts owing under the Agreement; or (b) the Recipient owes to the Province any Funds, an amount equal to any Funds or any other amounts owing under the Agreement, whether or not the Province has demanded their payment, such amounts will be deemed to be debts 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. A15.3 Interest Rate. The Province may charge the Recipient interest on any money owing to the Province by the Recipient under the Agreement at the then current interest rate charged by the Province of Ontario on accounts receivable. A15.4 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 at the address set out in Schedule “B". A15.5 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, His Majesty the King in right of Ontario may deduct any unpaid amount from any money payable to the Recipient by His Majesty the King in right of Ontario. A16.0 NOTICE A16.1 Notice in Writing and Addressed. Notice will be: (a) in writing; (b) delivered by email, postage-prepaid mail, personal delivery, courier or fax; and (c) addressed to the Province or the Recipient as set out in Schedule “B”, or as either Party later designates to the other by Notice. A16.2 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 fax, one Business Day after the Notice is delivered; and (c) in the case of email, personal delivery or courier on the date on which the Notice is delivered. TP Agreement – Shortened Page 18 of 25 A16.3 Postal Disruption. Despite section A16.2(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, courier or fax. A17.0 CONSENT BY PROVINCE AND COMPLIANCE BY RECIPIENT A17.1 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. A18.0 SEVERABILITY OF PROVISIONS A18.1 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. A19.0 WAIVER A19.1 Condonation not a waiver. Failure or delay by the either Party to exercise any of its rights, powers or remedies under the Agreement will not constitute a waiver of those rights, powers or remedies and the obligations of the Parties with respect to such rights, powers or remedies will continue in full force and effect. A19.2 Waiver. Either Party may waive any of its rights, powers or remedies under the Agreement by providing Notice to the other Party. A waiver will apply only to the specific rights, powers or remedies identified in the Notice and the Party providing the waiver may attach terms and conditions to the waiver. TP Agreement – Shortened Page 19 of 25 A20.0 INDEPENDENT PARTIES A20.1 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. A21.0 ASSIGNMENT OF AGREEMENT OR FUNDS A21.1 No Assignment. The Recipient will not, without the prior written consent of the Province, assign any of its rights or obligations under the Agreement. A21.2 Agreement Binding. All rights and obligations contained in the Agreement will extend to and be binding on: (a) the Recipient’s heirs, executors, administrators, successors, and permitted assigns; and (b) the successors to His Majesty the King in right of Ontario. A22.0 GOVERNING LAW A22.1 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. A23.0 FURTHER ASSURANCES A23.1 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. A24.0 JOINT AND SEVERAL LIABILITY A24.1 Joint and Several Liability. Where the Recipient comprises more than one entity, each entity will be jointly and severally liable to the Province for the fulfillment of the obligations of the Recipient under the Agreement. TP Agreement – Shortened Page 20 of 25 A25.0 RIGHTS AND REMEDIES CUMULATIVE A25.1 Rights and Remedies Cumulative. The rights and remedies of the Province under the Agreement are cumulative and are in addition to, and not in substitution for, any of its rights and remedies provided by law or in equity. A26.0 FAILURE TO COMPLY WITH OTHER AGREEMENTS A26.1 Other Agreements. If the Recipient: (a) has failed to comply with any term, condition, or obligation under any other agreement with His Majesty the King 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. A27.0 SURVIVAL A27.1 Survival. The following Articles and sections, and all applicable cross- referenced Articles, 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 2.0, Article A1.0 and any other applicable definitions, section A2.1(a), sections A4.4, A4.5, A4.6, section A5.2, section A7.1, section A7.2 (to the extent that the Recipient has not provided the Reports or other reports as the Province may have requested and to the satisfaction of the Province), sections A7.3, A7.4, A7.5, A7.6, A7.7, A7.8, Article A8.0, Article A9.0, section A11.2, section A12.1, sections A12.2(d), (e), (f), (g), (h), (i) and (j), Article A13.0, Article A14.0, Article A15.0, Article A16.0, Article A18.0, section A21.2, Article A22.0, Article A24.0, Article A25.0 and Article A27.0. END OF GENERAL TERMS AND CONDITIONS TP Agreement – Shortened Page 21 of 25 SCHEDULE “B” PROJECT SPECIFIC INFORMATION AND ADDITIONAL PROVISIONS Maximum Funds $41,152.25 Expiry Date March 31, 2025 Amount for the purposes of section A5.2 (Disposal) of Schedule “A” $ 5,000.00 Insurance $ 2,000,000 Contact information for the purposes of Notice to the Province Name: Program Development & Analytics Unit, Office of the Fire Marshal, Public Safety Division Ministry of the Solicitor General Attention: Katrina Nedeljkovich, Operations Manager Address: 2284 Nursery Road, Midhurst, ON, L0L 1N0 Phone: 705-305-4595 Email: Katrina.nedeljkovich@Ontario.ca / OFMGrants@Ontario.ca Contact information for the purposes of Notice to the Recipient Name: Steve Boyd Position: Fire Chief Address: 1700 Zents Drive Pickering, ON L1X 0N7 Fax: 905.839.6327 Email: sboyd@pickering.ca 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 Name: Stan Karwowski Position: Director, Finance & Treasurer Address: One The Esplanade, Pickering ON L1V 6K7 Fax: 905.420.5313 Email: skarwowski@pickering.ca Additional Provisions: None TP Agreement – Shortened Page 22 of 25 SCHEDULE “C” PROJECT The Ministry of the Solicitor General, Office of the Fire Marshal received Treasury Board (TB) approval for $30.0M grant over 3 years in funding to support the municipal fire service in acquiring critical equipment and other needs (health and safety, minor infrastructure and specialized tools) to improve and enhance the level of fire protection service being provided. These approved funds are provided through what is known as the Fire Protection Grant. Year one of the Fire Protection Grant focuses on firefighter health and safety (specifically cancer prevention measures) and minor infrastructure updates. These themes were chosen based on feedback from fire stakeholders across Ontario about the challenges and risks firefighters face in performing their duties. The Ministry has identified four categories of eligibility: • Cancer Prevention – Equipment (such as exhaust extraction systems in the fire station or washing machines for firefighting gear to remove contaminants, etc.) • Cancer Prevention - Personal Protective Equipment (such as facepieces, balaclavas, etc.) • Cancer Prevention – Minor Infrastructure (such as showers in the fire station, etc.) • Technology – Minor Infrastructure (such as bringing internet to fire stations that do not currently have access to improve connectivity and training opportunities, etc.) The grant application window opened on July 23, 2024 and closed September 5, 2024. The City of Pickering is approved for $41,152.25 for: The funding would support: Provide firefighters with secondary sets of head harnesses for SCBA facepiece. Provide drying station for firefighter personal protective equipment. Provide an Active Air Purifier in priority responding vehicle within the fleet. TP Agreement – Shortened Page 23 of 25 SCHEDULE “D” BUDGET Funding will be provided to the City of Pickering upon execution of this Agreement. Funding will be provided to the City of Pickering explicitly for the purchase of one, or a combination of, the items prescribed within the listed summary in Schedule "C". Copies of all invoices and receipts for said items will be provided to the Office of The Fire Marshal as part of the Report Back described in Schedule “F” that forms part of this agreement. The funds must be committed to the project as approved by March 31 st, 2025. Subsequently, the funds must be spent by the municipality by the end of Provincial Financial Quarter Three (Q3) (December 31, 2025). TP Agreement – Shortened Page 24 of 25 SCHEDULE “E” PAYMENT PLAN E.1 MAXIMUM FUNDS The Maximum Funds to be provided by the Province to the Recipient under this Agreement is set out in Schedule “B”. E.2 PAYMENT SCHEDULE The Funds will be provided to the Recipient for the Funding Year subject to the Agreement having been signed by the Province. TP Agreement – Shortened Page 25 of 25 SCHEDULE “F” REPORTS As a condition of the Fire Protection Grant, a report back to the Office of the Fire Marshal must be received by the end of Provincial Financial Quarter, Q3, to outline how the grant was utilized and the benefit(s) seen at the department level. As part of the report back the municipality will provide copies of all invoices and receipts for the items purchased for the approved project(s) as noted in Schedule C.