HomeMy WebLinkAboutBy-law 7396/14 The Corporation of the City of Pickering
By-law No.7396/14
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Being a By-law to authorize the execution of the
Ontario Community Infrastructure Fund Formula-Based
Funding Contribution Agreement
Whereas in order to facilitate the transfer of funds from the Government of Ontario to
the City of Pickering it is necessary to execute the Ontario Community Infrastructure
Fund-Formula-Based Funding Contribution Agreement.
Now therefore the Council of the Corporation of the City of Pickering hereby enacts as
follows:
1. The Mayor and City Clerk are hereby authorized to execute the Ontario Community
Infrastructure Fund-Formula-Based Funding Contribution Agreement with the
Government of Ontario, as represented by the Ontario Ministry of Agriculture, Food
and Rural Affairs in the form attached as Schedule "A" to this By-law.
2. This By-law shall come into force on the date of its enactment.
By-law passed this 15th day of December, 2014.
David Ry- . - or
Debbie Shields, City Clerk
Schedule "A"
OCIF—Formula Based Component File Number. OCIF FC-0221
ONTARIO COMMUNITY INFRASTRUCTURE FUND—FORMULA-BASED COMPONENT
BETWEEN:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
. as represented by the Minister of Agriculture, Food and Rural Affairs
("Ontario")
•
—and—
The Corporation of the City of Pickering •
(the"Recipient")
WHEREAS the Government of Ontario has created the Ontario Community Infrastructure Fund
to: (1) provide stable funding to help small communities address critical core infrastructure
• needs in relation to roads, bridges,water and wastewater; (2)further strengthen municipal asset
management practices within small communities; and (3) help small communities use a broad
range of financial tools to address critical infrastructure challenges and provide long-term
support for rehabilitation and repair of core infrastructure for those in most need;
AND WHEREAS the Ontario Community Infrastructure Fund is composed of two (2)
components: (1)the Application-Based Component; and (2),the Formula-Based Component;
AND WHEREAS the Formula-Based Component of the Ontario Community Infrastructure Fund
is based on: (1) a Municipality's local fiscal circumstances and its total core infrastructure assets
with a minimum grant of twenty-five thousand dollars ($25,000.00), where the recipient is an
eligible municipality; or (2) a grant of twenty-five thousand dollars ($25,000.00), where the
recipient is an eligible Local Services Board;
AND WHEREAS the Recipient is eligible to receive funding under the Formula-Based
Component of the Ontario Community Infrastructure Fund;
NOW THEREFORE, in accordance with the principles set out above, the mutual covenants and
agreements herein and for other good and valuable consideration, the receipt of sufficiency of
which is expressly acknowledges,the Parties hereby agree as follows:
SECTION 1
INTERPRETATION
1.1 Definitions. For the purposes of this Agreement, the following terms shall have the
following meanings described below.
"Aboriginal Group" includes the Indian, Inuit and Metis peoples of Canada or any other group •
holding Aboriginal or treaty rights under section 35 of the Constitution Act, 1982.
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"Adjust the Funds" means Ontario's right to adjust, without limitation, any Funds provided to
the Recipient under this Agreement.
"Agreement" means this agreement between Ontario and the Recipient, including all
Schedules attached hereto.
"Annual Financial Report" means the document set out under Part B.2 of Schedule"B" of this
Agreement.
"Arm's Length" has the meaning given to it under the Income Tax Act(Canada) as in effect on
the Effective Date of this Agreement.
"Auditor General" means the Auditor General of Ontario.
"BPSAA" means the Broader Public Sector Accountability Act, 2010(Ontario).
"Business Day" means any day on which the Government of Ontario offices are generally
open for business in the Province of Ontario.
"Communications Protocol" means the protocol set out under Schedule "G" of this
Agreement.
"Conflict of Interest" includes any and all circumstances where the Recipient or any person
who has the capacity to influence the Recipient's decisions has outside commitments,
relationships or financial interests that could, or could be seen to, interfere with the Recipient's
objective, unbiased and impartial judgment relating to this Agreement.
"Consultant" means any person the Recipient retains to do work related to this Agreement.
"Contract" means a contract between the Recipient and a third party at Arm's Length whereby
the latter agrees to provide a good or service in return for financial consideration that may be
claimed as an Eligible Cost under this Agreement.
"Effective Date" means the date set out at Part C.1 of Schedule"C"of this Agreement.
"Eligible Costs" means the costs described in Part E.1 of Schedule"E"of this Agreement.
"Event of Default" has the meaning given to it in section 15 of this Agreement.
"Expiration Date" means the date set out in Part C.2 of Schedule"C"of this Agreement.
"FIPPA" means the Freedom of Information and Protection of Privacy Act(Ontario).
"First Nation" means a band, as defined under section 2(1) of the Indian Act(Canada).
"Fiscal Year" means the period beginning April 1" in any year and ending on March 31st of the
following year.
"Funds" means the total amount of funding Ontario is providing in Canadian currency to the
Recipient under this Agreement, subject to the terms and conditions of this Agreement.
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"Indemnified Party" means Her Majesty the Queen in Right of Ontario, Her Ministers,
directors, officers, agents, appointees and employees.
"Ineligible Costs" means the costs described under Part E.2 of Schedule "E" of this
Agreement.
"Local Services Board" means a Local Services Board established under the Northern
Services Boards Act(Ontario).
"Minister" means the Minister of Agriculture, Food and Rural Affairs.
"Ontario" means Her Majesty the Queen in Right of Ontario, as represented by the Minister of
Agriculture, Food and Rural Affairs or any other Minister who may have authority to administer
this Agreement, unless the context indicates otherwise.
"Parties" means Ontario and the Recipient.
"Party" means either Ontario or the Recipient, as the case may be.
"Project" means the project described in Part B.1 of Schedule"B"of this Agreement.
"Project Report" means the document set out under Part B.1 of Schedule "B" of this
Agreement.
"PSSDA" means the Public Sector Salary Disclosure Act, 1996(Ontario).
"Requirements of Law" means all applicable statutes, codes, acts, ordinances, orders,
approvals, decrees, injunctions, by-laws, rules, regulations, official plans, permits, licenses,
authorizations, directions and agreements with all authorities that now or at any time hereafter
may relate to the Recipient, the Project and this Agreement. Without limiting the generality of
the foregoing, if the Recipient is subject to the BPSAA, the PSSDA or any other type of broader
public sector accountability statutes, the BPSAA, the PSSDA and other type of broader public
sector accountability statutes are deemed to be Requirements of Law.
"Term" means the period of time beginning on the Effective Date of this Agreement and ending
on the Expiration Date or the termination of this Agreement, whichever is shorter.
1.2 Reference To Statute Or Regulation. Any reference to a statute is to such statute and
to the regulations made pursuant to such statute as such statute and regulations may at
any time be amended or modified and in effect and to any statute or regulations that may
be passed that have the effect of supplanting or superseding such statute or regulations.
1.3 Singular/Plural And Gender Terms. Each definition in this Agreement using a singular
capitalized term or other word or phrase shall also apply to the plural form and such
term, word or phrase and vice versa. All references to the masculine gender shall
include reference to the feminine or neuter gender and vice versa in each case as the
context may permit or require.
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1.4 Pronouns. Each use in this Agreement of a neuter pronoun shall be deemed to include
the masculine and feminine variations thereof and vice versa and a singular pronoun
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shall be deemed to include a reference to the plural pronoun and vice versa in each
case as the context may permit or require.
1.5 Sections And Other Headings. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
1.6 Recitals. The recitals to this Agreement do not form a part of the Agreement.
1.7 Accounting Terms, Calculations And Submission Of Financial Data. All accounting
terms not defined in this Agreement shall have the meanings usually ascribed to them.
All calculations will be made and all financial data to be submitted will be prepared in
accordance with the applicable accepted accounting principles in effect in Ontario.
SECTION 2
THE AGREEMENT
2.1 The Agreement. The Agreement includes this document and the following Schedules
attached to this document, as such Schedules may be amended from time to time in
accordance with this Agreement.
Schedule
"A" Eligible Project Categories
"B" Project Report and Annual Financial Report
"C" Operational Requirements Under The Agreement
"D" Financial Information For The Project
"E" Eligible And Ineligible Costs
"F" Aboriginal Consultation Requirements
"G" Communications Protocol
2.2 Conflict. In the event of a conflict between any of the documents that form part of this
Agreement, the conflict shall be resolved in the following descending order:
(a) This document; and
(b) The Schedules attached to this document.
2.3 Expiration Date Of Agreement. This Agreement shall expire on the Expiration Date,
unless amended or terminated prior to this date in accordance with this Agreement.
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SECTION 3 • •
GENERAL ROLES AND RESPONSIBILITIES OF THE PARTIES UNDER THE AGREEMENT
3.1 Provision Of Funds. Ontario agrees, subject to the terms and conditions of this
Agreement to provide Funds up to the amount set out under Part D.1 of Schedule"D" of
this Agreement to the Recipient in accordance with Part D.2 of Schedule "D" of this
Agreement. The Recipient is solely responsible for securing any additional funding, if
needed, to complete any Project to which the Funds being provided under this
Agreement have been directed.
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3.2 Ontario's Role Under Agreement Strictly Limited To Providing Funds. The
Recipient acknowledges and agrees that Ontario's role is strictly limited to providing
Funds and that Ontario will have no other involvement in any Project to which Funds are
directed or their subsequent maintenance and operation. Ontario is not a manager,
decision-maker nor an advisor to the Recipient in relation to any Project to which Funds
are directed. Notwithstanding the generality of the foregoing and without limitation, the
fact that Ontario may conduct performance reviews and/or audits as provided for
hereinafter or issues directions under the terms and conditions of this Agreement shall
not be construed by the Recipient as Ontario having a management, decision-making or
advisory role. The Recipient further agrees that the Recipient will not seek to include
Ontario as a decision-maker, advisor or manager of any Project to which Funds are
directed through recourse to a third party, court, tribunal or arbitrator.
3.4 Funds Limited To Specific Projects. The Recipient shall only use the Funds being
provided under this Agreement towards Projects that fall within the category of projects
set out under Schedule "A" of this Agreement and those Projects have been set out
under Part I of the Project Report, as set out under Part B.1 of Schedule "B" of this
Agreement.
3.5 Recipient To Spend Funds By December 31 Of The Calendar Year. The Recipient
shall spend any Funds provided to it under this Agreement by December 31 of the
calendar year in which the Funds was provided under this Agreement. Where the
Recipient does not spend the Funds it was provided under this Agreement by December
31 of the calendar year in which the Funds were provided, Ontario may Adjust the Funds
that Ontario is providing to the Recipient in the following year by the amount of the
Funds that the Recipient did not spend by December 31 the previous calendar year, plus
any interest that the Recipient earned on those Funds.
3.6 Responsibility For Project. The Recipient acknowledges and agrees that the
Recipient, as opposed to Ontario, is solely responsible for the undertaking,
implementation, completion; operation and/or maintenance of any Project to which
Funds are directed. The Recipient further agrees that the Recipient will not seek to hold
Ontario responsible for the undertaking, implementation, completion, operation and/or
maintenance of any Project to which Funds are directed through recourse to a third
party, court, tribunal or arbitrator.
3.7 Asset Retention. The Recipient shall comply with Part C.7 of Schedule "C" of this
Agreement as it relates to the retention of any assets purchased, rehabilitated or built
with Funds being provided under this Agreement.
3.8 Behavior Of Recipient. The Recipient shall carry out any Project to which Funds are
directed in an economical and business-like manner, in accordance with the terms and
conditions of this Agreement, subject to any reasonable amendments Ontario may agree
to or require from time to time in writing.
3.9 Ontario Not Responsible For Recipient Obtaining Permits Or Approvals. For
greater certainty, the Parties acknowledge and agree that the entering into this
Agreement does not in any way obligate any regulatory authority established under an
Act of the Ontario Legislature to issue any type of approval, license, permit or similar
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authorization that the Recipient may need or want in relation to any Project to which
Funding is directed or to meet any terms or conditions under this Agreement
3.10 Ontario May Impose Additional Conditions On The Recipient. Ontario may impose,
at any time, such additional terms or conditions on the Recipient in terms of the
Recipient's operations that relate to the use of any Funds which Ontario, acting
reasonably, considers appropriate for the proper expenditure and management of the
Funds. For greater certainty, any additional terms or conditions Ontario may impose
shall be supplements to the existing terms and conditions of this Agreement as opposed
to amendments to the terms and conditions of this Agreement.
SECTION 4
FUNDS
4.1 Use Of Funds. Any Funds being provided under this Agreement shall only be used for
the payment of Eligible Costs.
4.2 Deposit Of Funds In Interest-Bearing Account At Canadian Financial Institution.
The Recipient shall deposit and retain any Funds being provided under this Agreement
in an interest-bearing account in the name of the Recipient at a Canadian financial
institution in Canada.
4.3 Interest Earned By Recipient. The Recipient shall report to Ontario the amount of any
interest earned on any Funds provided to the Recipient under this Agreement in
accordance with Part B.2 of Schedule "B" of this Agreement. Ontario reserves the right -
to request the return of any interest that the Recipient earns on the Funds.
4.4 Cost Must Be An Eligible Cost. For a cost to be considered an Eligible Cost and
therefore eligible to be paid from the Funds being provided under this Agreement, the
cost must be specifically set out under Part E.1 of Schedule"E"of this Agreement.
4.5 Ineligible Costs Shall Not Be Covered Under Agreement. Any costs set out in Part
E.2 of Schedule "E" of this Agreement are Ineligible Costs and shall not be eligible to be
paid from the Funds being provided under this Agreement.
4.6 Ontario May Declare Costs To Be Eligible. Despite section 4.4 of this Agreement, but
subject to section 4.5 of this Agreement, costs not specifically set out in Part E.1 of
Schedule "E" of this Agreement may be deemed in writing to be an Eligible Cost by
Ontario, in its sole and absolute discretion on a case-by-case basis.
4.7 New Information. In the event of new information, errors, omissions or other
circumstances affecting the determination of the amount of any Funds being provided
under this Agreement, Ontario may, in its sole and absolute discretion, Adjust the Funds
being provided under this Agreement.
4.8 Repayment Of Funds. The Recipient shall repay Funds to Ontario where:
(a) The Recipient has used the Funds for a purpose not agreed to by Ontario;
(b) The Recipient still has Funds under its charge, management or control:
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(i) On January 1 of the following calendar year in which the Funds were
provided, or
(ii) Upon the expiry or termination of this Agreement; and
(c) The Recipient receives an overpayment by Ontario and is notified by Ontario of
said overpayment,
within fifteen(15) Business Days of receiving a written demand from Ontario.
4.9 Insufficient Funds Provided By Legislature. If, in the opinion of the Minister, the
Ontario Legislature does not provide sufficient funds to continue the Funds for any Fiscal
Year which this Agreement is in effect, Ontario may immediately, without any liability,
cost or penalty and without any prejudice to any other rights or remedies Ontario has
under this Agreement or at law or equity, terminate this Agreement.
4.10 Ontario May Adjust The Funds. Despite any other provision in this Agreement,
. Ontario may Adjust the Funds being provided under this Agreement.
SECTION 5 •
PAYMENT UNDER AGREEMENT
5.1 Eligibility Of Costs Or Expenses. In order for a cost or expense to be eligible to be
paid from the Funds being provided under this Agreement, the cost or expense:
(a) Must be reasonable;
(b) Must be directly related to the Project in which the Funds are directed;
(c) Must be an Eligible Cost;
(d) Must not be an Ineligible Cost; and
(e) Must, subject to sections 4.4 and 4.5 of this Agreement, have been incurred on
or after the Effective Date of this Agreement for the first year and.January 1 of
each calendar year this Agreement is in effect and spent by December 31 of the
same calendar year.
5.2 Payment Of Funds:. Subject to all terms and conditions of this Agreement, Ontario shall
pay any Funds to the Recipient in accordance with Part D.2 of Schedule "D" of this
Agreement.
5.3 Conditions Precedent For Payment Of Funds. Despite section 5.2 and Part D.2 of
Schedule "D" of this Agreement, Ontario may withhold the payment of any Funds to the
Recipient.until the Recipient has met the following further conditions precedent:
(a) The Recipient has submitted to the Ministry of Municipal Affairs and Housing any
outstanding Financial Information Returns by December 31 of each calendar
year;
(b) The Recipient has submitted to the Ministry a copy of their asset management
plan and any subsequent updates by December 31 of each calendar year
(c) The Recipient has:
(i) Where the Recipient has previously committed to making its asset
management plan publically available under any other agreement it has
entered into with Her Majesty the Queen in Right of Ontario, the Recipient
has made its asset management plan public by:
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a. Posting its asset management plan on its website, if it has one, or
b. Made its asset management plan publicly available and has
provided Ontario with information as to how it has made its asset
management plan publicly available; or
(ii) Where the Recipient has not previously committed to completing an asset
management plan by December 31, 2014 under any other agreement it
has entered into with Her Majesty the Queen in Right of Ontario, the
Recipient has submitted a declaration certifying that the Recipient .is
committed to developing an asset management plan that includes all of
the information and analysis described in Building Together: Guide for
Municipal Asset Management Plans, by December 31, 2015;
(d) The Recipient has provided evidence that the insurance required by section 8.1
of this Agreement has been obtained within ten (10) Business Days of Ontario's
request;
(e) The Recipient has provided Ontario with any requested information within ten
(10) Business Days of Ontario's request; and
(f) The Recipient has not or is not meeting any duty to consult with Aboriginal
Groups requirements set out under this Agreement.
5.4 Withholding Payment Of Funds. Ontario may, in its sole and absolute discretion,
withhold the payment of any Funds to the Recipient where:
(a) Ontario is of the opinion that a Project in which the Funds are directed is not
progressing in accordance with how other projects of a similar size and scope
would progress under similar circumstances; and
(b) Ontario is of the opinion that the Recipient is, without limitation, not in compliance
with any other agreements that the Recipient has entered into with Her Majesty
the Queen in Right of Ontario where Ontario may be providing financial
assistance to the Recipient, directly or indirectly, under that agreement. Where
Ontario withholds the payment of any Funds to the Recipient, the following shall
apply:
(i) Ontario has complete and absolute discretion to determine whether the
Recipient is in compliance with the terms or conditions of any other
funding agreements, such as the Municipal Infrastructure Investment
Initiative and the Small, Rural and Northern Municipal Infrastructure Fund,
whereby the Recipient is receiving, directly or indirectly, funding from
Ontario;
(ii) Ontario shall continue to withhold any payments of any Funds to the
Recipient under this Agreement until the Recipient has come into
compliance with the terms and conditions of any other agreement
whereby the Recipient receives, directly or indirectly, funding from
Ontario; and
(iii) Ontario agrees that it will act reasonably when applying this section 5.4 of
the Agreement and shall promptly notify the Recipient of any
determinations made by Ontario with respect to the application of this
section 5.4 of the Agreement.
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SECTION 6
RECIPIENT'S REPRESENTATIONS,WARRANTIES,COVENANTS,ACKNOWLEDGEMENTS AND
AGREEMENTS
6.1 Recipient's Representations, Warranties And Covenants. The Recipient represents,
warrants and covenants that:
(a) It validly exists as a legal entity, and will continue to exist for the Term of the
Agreement,with full power to perform and observe all of the terms and conditions
of this Agreement and that it will continue to validly exist until the Expiration Date
of this Agreement;
(b) It has the authority and any necessary approvals to enter into this Agreement
and to carry out its terms and conditions and that it is not bound by any other
agreement that would in any way interfere with Ontario's rights under this
Agreement;
(c) Where applicable, it has passed the requisite by-laws to undertake any Project in
which Funds are directed;
(d) It is conducting its business in accordance with all Requirements of Law and it
shall continue to conduct its business in accordance with all Requirements of
Law until the Expiration Date of this Agreement;
(e) It has all permits, approvals, licenses, certificates or other similar documents that
are required to carry out any Project to which Funds are directed or that it will
apply for all permits, approvals, licenses, certificates or other similar documents
before carrying out the Project; and
(f) All information provided to Ontario in relation to any Funds being provided under
this Agreement remains true, correct and complete as of the date this Agreement
is signed in every material respect, except as set out to the contrary herein.
6.2 Governance. The Recipient represents, warrants and covenants that it has and shall
maintain until the Expiration Date of this Agreement all legally necessary instruments to:
(a) Establish a code of conduct and ethical responsibilities for the Recipient;
(b) Establish procedures to ensure the ongoing effective functioning and
continuance of the Recipient until the Expiration Date of this Agreement;
(c) Establish decision-making mechanism;
(d) Provide for the prudent and effective management of any Funds being provided
under this Agreement;
(e) Establish procedures to enable the timely identification of risks that would
interfere with the Recipient meetings its obligations under this Agreement and
strategies to address the identified risks;
(f) Establish procedures to enable the preparation and delivery of all reports under
this Agreement; and
(g) Be responsible for other matters as the Recipient considers necessary to ensure
that the Recipient carries out its obligations under this Agreement.
6.3 Additional Covenants. The Recipient undertakes to advise Ontario within five (5)
Business Days of the occurrence during the Term of this Agreement of any actions, suits
or other proceedings which could or would prevent compliance with the terms and
conditions of this Agreement.
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6.4 Recipient Shall Provide Proof Of Compliance Upon Ontario's Request. The
Recipient shall, upon receiving a written notice from Ontario, provide to Ontario with
proof of the matters referred to in sections 6.1 to 6.3 of this Agreement within the time
period set out in the notice. Despite section 5.2 and Part D.2 of Schedule "D" of this
Agreement, and without limiting the generality of section 5.3 of this Agreement, Ontario
may withhold the payment of any Funds under this Agreement until the Recipient
provides Ontario with proof of its compliance with the matters referred to in sections 6.1
to 6.3 of this Agreement. Ontario may also, despite anything else in this Agreement and
without limiting any remedies Ontario may have under this Agreement, at law or equity,
Adjust the Funds if the Recipient is not in compliance with the matters referred to in
sections 6.1 to 6.3 of this Agreement at any time during the Term of this Agreement.
SECTION 7
CONFLICT OF INTEREST AND CONFIDENTIALITY
7.1 No Conflicts Of Interest. The Recipient shall ensure that any Person associated with
the Project in whatever capacity carries out the administration of any Funds in all its
aspects without an actual, potential or perceived Conflict of Interest.
7.2 Disclosure Of Conflict Of Interest Situations.The Recipient shall:
(a) Disclose to Ontario, without delay, any situation that a reasonable person would
interpret as an actual, potential or perceived Conflict of Interest; and
(b) Comply with any terms and conditions that Ontario may impose as a result of the
disclosure.
7.3 Ontario Bound By F/PPA. The Recipient acknowledges that the provisions of the
FIPPA and its regulations bind Ontario.
SECTION 8
INSURANCE
8.1 Recipient Shall Have Insurance.The Recipient shall put in effect and maintain until the
Expiration Date of this Agreement at its own expense all necessary insurance that would
be considered appropriate by a reasonable for the types of Projects in which Funds are
being directed, including Commercial General Liability Insurance, for third party bodily
injury, personal injury and property damage to an inclusive limit of not less than the
amount indicated in Part C.3 of Schedule "C" of this Agreement per occurrence with
insurers with an A.M. Best rating of B+ or equivalent. The Recipient's Commercial
General Liability Insurance policy shall include:
(a) The Indemnified Party as an additional insured with respect to liability arising in
the course of performance of the Recipient's obligations under, or otherwise in
connection with,the Agreement;
(b) A cross-liability clause;
(c) Contractual Liability coverage;
(d) Products and Completed Operations Liability coverage;
(e) Employers Liability;
(f) Tenants Legal Liability(for premises/building leases only);
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(g) Non-Owned automobile coverage with blanket contractual and physical damage
coverage for hired automobiles; and
(h) A thirty (30) day written notice of cancellation, termination or material change
clause.
8.2 Ontario To Have Priority Right On Any Proceeds Of Insurance Policy. The
Recipient acknowledges and agrees that Ontario shall have a priority over any other
Person, including the Recipient, to use or enjoy the benefits of the proceeds from the
insurance required under section 8.1 of this Agreement to pay any claim, suits,
judgments, demands, expenses, actions, causes of action and losses, including, without
limitation, reasonable legal expenses and any claim for a lien made pursuant to the
Construction Lien Act(Ontario) and for any and all liability for damages to property and
injury to persons, including death, that may be brought against Ontario as a result of this
Agreement.
SECTION 9
LIMITATION OF LIABILITY AND INDEMNIFICATION
9.1 Exclusion Of Liability. In no event shall Ontario be liable for any general,
compensatory, incidental, special or consequential damages, or any loss of use,
revenue or profit by the Recipient or the Recipient's officers, servants, employees and
agents arising out of or in any way related to this Agreement.
9.2 Recipient To Indemnify Ontario. The Recipient shall indemnify and hold harmless the
Indemnified Party from and against all suits, judgments, claims, demands, expenses
actions, causes of action and losses, including, without limitation, reasonable legal
expenses and any claim for lien made pursuant to the Construction Lien Act (Ontario),
and for any and all liability for damages to property and injury to persons, including
death, which the Indemnified Party may incur, otherwise than by reason of their own
gross negligence or wilful misconduct, as a result of or arising out of or in relation to any
breach by the Recipient of the terms of this Agreement, or the Recipient's own
negligence or wilful misconduct, as a result of or arising out of or in relation to:
(a) The performance of this Agreement or the breach of the terms of this Agreement
by the Recipient, its officers, servants, employees and agents, or by a third party
and any of its officers, employees servants or agents;
(b) The ongoing operation, maintenance and repair of the Project; or
(c) Any omission or other wilful or negligent act of the Recipient, a third party or their
respective employees, officers, servants or agents.
9.3 Further Indemnification Of Ontario. The Recipient further agrees to indemnify and
hold harmless the Indemnified Party form any general, compensatory, incidental,
indirect, special or consequential damage or any loss of use, revenue or profit which the
Indemnified Party may incur or related in any way to this Agreement or the Project in
tort, contract or otherwise other than by reason of their own gross negligence or wilful
misconduct, as a result of or arising out or in relation to:
(a) The performance of this Agreement or any breach of the terms and conditions of
this Agreement by the Recipient, its officers, servants, agents, employees and
Consultants or by a third party and any of its officers, servants, agents or
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employees where the third party entered into a Contract with the Recipient in
relation to the Project;
(b) The ongoing operation, maintenance and repair of the Project;or
(c) Any omission or negligent act or misconduct of the Recipient its officers,
servants, agents, employees and Consultants or by a third party and any of its
officers, servants, agents or employees where the third party entered into a
Contract with the Recipient in relation to the Project.
9.4 Recipient To Require Third Parties To Indemnify Ontario. The Recipient shall use all
reasonable efforts to ensure that all third parties that the Recipient enters into a Contract
with indemnify and hold harmless the Indemnified Party from and against all suits,
judgments, claims, demands, expenses actions, causes of action and losses, including,
without limitation, reasonable legal expenses and any claim for lien made pursuant to
the Construction Lien Act(Ontario), and for any and all liability for damages to property
and injury to persons, including death, which the Indemnified Party may incur, otherwise
than by reason of their own negligence or wilful misconduct, as a result of or arising out
of or in relation to any breach by the Recipient of the terms of this Agreement, or the
Recipient's own negligence or wilful misconduct, as a result of or arising out of or in
relation to:
(a) The performance of this Agreement or the breach of the terms of this Agreement
by the Recipient, its officers, servants, employees and agents, or by a third party
and any of its officers, employees servants or agents;
(b) The ongoing operation, maintenance and repair of the Project; or
(c) Any omission or other wilful or negligent act of the Recipient, a third party or their
respective employees, officers, servants or agents. •
The Recipient agrees to take and implement any reasonable direction from Ontario in
relation to the enforcement or assertion of this section 9.4 of the Agreement as against
any third party.
9.5 Recipient To Limit Heads Of Damage As Against Ontario In Contracts With Third
Parties. The Recipient shall use commercially reasonable efforts to include in the
Recipient's Contracts with any third party a provision that provides notwithstanding
anything else, and in no event whatsoever, shall Ontario be liable to the third party for
any incidental, indirect, special or consequential damage or any loss of use, revenue or
profit which the Indemnified Party may incur as a result of anything under or related in
any way to this Agreement or the Project in tort, contract or otherwise. The Recipient
agrees to take and implement any reasonable direction from Ontario in relation to the
enforcement of this section 9.5 of the Agreement as against any third party.
SECTION 10
PROCUREMENT
10.1 Ontario Not Responsible For Claims Under Tender/Bidding Process. Without
limiting the generality of section 9.1 of this Agreement, Ontario shall not be responsible
for any claim arising from the tender and bidding process in relation to any Project in
which Funds are directed.
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10.2 Competitive Procurement Process. The Recipient shall acquire and manage its
equipment, services and supplies, including any construction component, required for
any Project in which Funds are directed through a transparent, competitive process that
ensures the best value for any Funds expended. Without limiting the generality of the
foregoing, where the Recipient is a municipal entity to which the Municipal Act, 2001
(Ontario) is applicable, the Recipient shall follow its procurement policies as required
under the Municipal Act, 2001 (Ontario). Where the Recipient is a Local Services Board
or any other entity not covered by the Municipal Act, 2001 (Ontario), the Recipient shall
ensure that for equipment, services and supplies, the estimated costs of which exceed
twenty-five thousand dollars($25,000.00), the Recipient obtains at least three (3)written
quotes unless Ontario gives prior written approval. The requirement for a competitive
process under this section 10.2 of the Agreement may be waived with prior written
approval by Ontario, if:
(a) The equipment, services or supplies the Recipient is purchasing is specialized
and is not readily available; or
(b) The Recipient has researched the market for a similar purchase within the last
two (2) years and knows prevailing market costs for the equipment, services or
supplies purchased.
10.3 BPSAA. For the purposes of clarity, if the Recipient is subject to the BPSAA and there
is a conflict between any of the requirements of this Agreement and the requirements of •
the BPSAA,the BPSAA shall apply.
10.4 Contracts. The Recipient shall ensure that all Contracts:
(a) Are consistent with this Agreement;
(b) Do not conflict with this Agreement;
(c) Incorporate the relevant provisions of this Agreement to the fullest extent
possible;
(d) Are managed in a way that is transparent, competitive and consistent with value
for money principles
(e) Require that any third parties thereto comply with all Requirements of Law; and
(f) Authorize Ontario to collect, use and disclose in accordance with the
Requirements of Law information and data gathered by the third party in
connection with Project, perform audits of the third party and monitor the Project
as Ontario sees fit.
10.5 Costs Of Contracts Not Awarded In Compliance With This Section May Be
Deemed Ineligible. If Ontario determines that the Recipient has awarded a Contract in
a manner that is not in compliance with this section 10 of the Agreement, Ontario may,
upon written notification to the Recipient, deem the costs associated with the Contract as
being ineligible for payment from the Funds.
10.6 Goods And Services To Be Procured In Competitive Manner And At Price No
Greater Than Fair Market Value. Despite anything else contained in this section 10 of
the Agreement, the Recipient shall ensure that all goods and services purchased with
any Funds being provided under this Agreement are purchased or acquired at
competitive prices that are no greater than fair market value after deducting trade
discounts and/or any other discounts available to the Recipient.
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10.7 Recipient To Keep Records Of Contracts. The Recipient shall keep and maintain
proper and accurate accounts and records, including, but not limited to, all Contracts,
invoices, statements, receipts and vouchers in relation to any Project in which Funds are
directed for a period of at least seven (7)years after the Term of this Agreement.
10.8 Trade Agreements. If the Recipient is subject to any provincial or federal trade
agreements to which Ontario is a party, the Recipient shall comply with the applicable
requirements of such trade agreements. In particular, and without limitation, if the
Recipient is subject to Annex 502.4 of the Agreement on Internal Trade, the Recipient
shall comply with all applicable requirements of Annex 502.4. In the event of any conflict
between the requirements of any other provisions of this section 10 of the Agreement
and the requirements of Annex 502.4, the requirements of Annex 502.4 shall apply to
the extent of the conflict.
SECTION 11
ABORIGINAL CONSULTATION
11.1 Provision Of Funds Dependent Upon Ontario Meeting Its Duty To Consult
Obligations. The Recipient hereby acknowledges and agrees that the provision of any
Funds under this Agreement is strictly conditional upon Ontario satisfying any obligation
it may have to consult with and, if required, accommodate any Aboriginal Group with an
interest in any Project in which Funds are directed in order for the Project to proceed.
11.2 Recipient Ontario's Delegate For Purposes Of Consultation With Aboriginal
Groups. By entering into this Agreement, Ontario delegates the procedural aspects of
any consultation obligations Ontario may have with any Aboriginal Group in relation to
any Project in which Funds are directed to the Recipient as set out in Schedule "F" of
this Agreement. The Recipient, by signing this Agreement, acknowledges that Ontario
has delegated the procedural aspects of any consultation obligations Ontario may have
with any Aboriginal Group in relation to any Project in which Funds are directed and
accepts said delegation and agrees to act diligently as Ontario's delegate so as to
preserve the Honour of the Crown in relation to any consultation obligations Ontario may
have in relation to any Project in which Funds are directed.
11.3 Recipient's Obligations In Relation To Consultations. The Recipient shall:
(a) Be responsible for co nsulting with any Aboriginal Group that has an interest in
any Project in which Funds are directed on behalf of Ontario in accordance with
Schedule"F"of this Agreement;
(b) Take directions from Ontario in relation to consulting with any Aboriginal Group
with an interest in any Project in which Funds are directed as well as any.other
directions Ontario may issue in relation to consultations, including suspending or
terminating any Project in which Funds are directed; and
(c) Provide a detailed description of any actions it took in relation to consultation with
any Aboriginal Group with an interest in any Project in which Funds are directed
in its Project Report, as set out under Part B.1 of Schedule"B"of this Agreement.
11.4 Recipient Shall Not Start Construction On Project Until Recipient Provides
Evidence To Ontario That Notice Of The Project Has Been Given To Identified
Aboriginal Groups. The Recipient shall not commence or allow any third party to
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commence construction on any aspect of any Project in which Funds are directed for
forty-five (45) Business Days, or such other time as Ontario may direct, after it has
provided Ontario with written evidence that the Recipient has sent notice about any
Project in, which Funds are directed to the Aboriginal Groups identified in accordance
with Schedule"F"of this Agreement.
SECTION 12
COMMUNICATIONS
12.1 Recipient To Follow Communications Protocol. "The Recipient shall follow the
Communications Protocol set out under Schedule"G"of this Agreement.
SECTION 13
REPORTS
13.1 Project Report. The Recipient shall submit a Project Report for every Project it
proposes to direct Funds under this Agreement toward, as set out under Part B.1 of
Schedule "B" of this Agreement, to Ontario by the date indicated in Part C.4 of Schedule
"C" of this Agreement and in accordance with the requirements set out under Part B.1 of
Schedule "B" of this Agreement during the Term of this Agreement. The Recipient shall
follow such reasonable administrative procedures as Ontario may specify from time to
time.
13.2 Annual Financial Report. The Recipient shall submit an Annual Report, as set out
under Part B.2 of Schedule"B" of this Agreement, to Ontario on the dates set out in Part
C.5 of Schedule "C" of this Agreement and in accordance with the requirements set out
under Part B.2 of Schedule "B" of this Agreement during the Term of this Agreement.
The Recipient shall follow such reasonable administrative procedures as Ontario may ,
specify from time to time.
13.3 Additional Reports Upon Request. The Recipient shall, upon Ontario's request in
writing, collect such information and provide such additional reports as Ontario may
specify from time to time during the Term of this Agreement. The Recipient shall provide
any additional reports within ten (10) Business Days of the request, unless the request
provides otherwise.
13.4 Compliance Attestation. The Recipient shall provide a compliance attestation in
accordance with the following when any reports required under sections 13.1 to 13.3 of
this Agreement is submitted:
(a) Where the Recipient is a municipality, the compliance attestation shall be signed
by the Recipient's Administrative Officer/Clerk or Treasurer.
(b) Where the Recipient is a LSB, the compliance attestation shall be signed by the
Recipient's Chair or secretary.
•
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SECTION 14
RECORDS,INSPECTION,AUDITS AND THE PROVISION OF INFORMATION
14.1 Recipient's Obligations Under Agreement. The Recipient:
(a) Shall keep and maintain all financial records, receipts, invoices and other
financially-related documents relating to any Funds or otherwise in relation to any
Project in which Funds are directed in a manner consistent with generally
accepted accounting principles and clerical practices, and shall maintain such
records and keep them available for review by Ontario for a period of seven (7)
years from the Expiration Date of this Agreement; and
(b) Shall maintain all non-financial documents and records relating to any Funds or
otherwise to any Project in which Funds are directed, including any records it
receives about the people it serves, in a confidential manner consistent with all
Requirements of Law.
14.2 Ontario May Inspect Recipient's Premises And Projects' Premises At Any Time.
Ontario reserves the right to inspect the Recipient's premises and any premises of any
Project in which Funds are directed at any time as it relates to the provision of any
Funds under this Agreement. Without limiting the generality of the foregoing, the
Recipient hereby authorizes Ontario, its employees and agents, including the Auditor
General, to, upon twenty-four (24) hours' written notice and during normal business
hours, enter the Recipient's premises to review the status of any Project in which Funds
are directed and to copy any financial records, invoices and other financially-related
documents, including all Contracts the Recipient has entered into in relation to any
Project in which Funds are directed.
14.3 Audits. Ontario may, at its own expense,conduct audits of any Project in which Funds
are directed. Ontario may require the assistance of an external auditor to carry out an
audit. If so, Ontario shall be responsible for retaining the external auditor.
14.4 Auditor General. The Auditor General may, at the Auditor General's cost, conduct an
audit with respect to the use of any Funds under this Agreement. For the purposes of
facilitating such an audit, the Recipient shall release to Ontario upon request and in a
timely manner, for the purpose of releasing to the Auditor General:
(a) All records held by the Recipient, or by agents or contractors of the Recipient
relating to this Agreement and/or the use of the Funds; and
(b) Such further information and explanations as the Auditor General, or anyone
acting on behalf of the Auditor General, may request relating to any part.of this
Agreement or the use of the Funds.
14.5 Information. The Recipient shall supply to Ontario, within ten (10) Business Days of
receiving a written request, such information in respect of this Agreement or any Project
in which Funds are directed as Ontario requests unless the request provides otherwise.
14.6 Provision Of Information Is A True Condition Precedent. If, in the opinion of Ontario,
any of the information requirements of this Agreement are not met, Ontario may in its
sole and absolute discretion, and despite section 5.2 and Part D.2 of Schedule "D" of
this Agreement, require the information as a condition precedent to the payment of any
Funds under this.Agreement.
16
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SECTION 15
DEFAULT AND TERMINATION
15.1 Events Of Default. Ontario may, acting in a reasonable manner, without liability, cost or
penalty and without prejudice to any other rights or remedies of Ontario under this
Agreement or at law or in equity, terminate this Agreement immediately upon giving
written notice to the Recipient where:
(a) In the opinion of Ontario:
(i) The Recipient has provided false or misleading information to Ontario;
(ii) The Recipient breaches a material term or condition of this Agreement,
where materiality is to be determined by Ontario, in its sole and absolute
discretion, acting reasonably;
(iii) The Recipient breaches a material term or condition of any other funding
agreement it has with Ontario, where materiality is to be determined by
Ontario, in its sole and absolute discretion, acting reasonably;
(iv) The Recipient is unable to continue with any Project in which Funds are
directed or the Recipient is likely to discontinue any Project in which
Funds are directed;
(v) A material adverse change occurs such that the viability of a Recipient as
a going concern is threatened;
(b) The Recipient makes an assignment, proposal, compromise, or arrangement for
the benefit of creditors, or is petitioned into bankruptcy, or files for the
appointment of a receiver; or
(c) The Recipient ceases to operate.
15.2 Remedies On Default. Despite any other rights Ontario has under this Agreement, if an
Event of Default has occurred, Ontario shall have the following remedies:
(a) Ontario shall not have to provide any further Funds under this Agreement;
(b) Ontario may, at is option, terminate this Agreement immediately after any notice
period expires or may, in its sole and absolute discretion, Adjust the Funds,
including a demand to return all Funds provided under this Agreement;
(c) Ontario may avail itself of any of its legal remedies that it may deem appropriate.
15.3 Additional Remedies. In addition to the remedies described in section 15.2 of this
Agreement, Ontario may commence such legal action or proceedings as it, in its sole
and absolute discretion, may deem expedient, without any additional notice under this
Agreement. The rights and remedies of Ontario hereunder are cumulative and in
addition to, and not in substitution for, all other rights or remedies otherwise available to
Ontario at law, equity or under statute.
15.4 Waiver Of Event Of Default Must Be In Writing. Ontario may, in its sole and absolute
discretion, at any time, waive any above-mentioned Event of Default which may have
occurred provided that no such waiver shall extend to, or be taken in any manner
whatsoever to affect, any subsequent Event of Default or the right to remedies resulting
therefrom, and that no such waiver shall be, or shall deemed to constitute, a waiver of
such Event of Default unless such waiver is in writing from Ontario. Ontario may also
impose conditions on any waiver it provides under this section 15.4 of the Agreement.
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15.5 Ontario's Discretion To Terminate Agreement. Despite anything else contained in this
Agreement, Ontario may, without liability, cost or penalty and without prejudice to any
other rights or remedies Ontario may have under this Agreement or at law or in equity
terminate this Agreement at any time upon one hundred and eighty (180) days' notice to
the Recipient, provided it acts reasonably in doing so.
15.6 Termination Of Agreement For Circumstances Beyond The Control Of A Party.
Neither Party shall be liable for damages caused by delay or failure to perform its
obligations under this Agreement where such delay or failure is caused by an event
beyond its reasonable control. Should the event last more than ninety (90) Business
Days, this Agreement shall terminate and the process set out under section 15.5 of this
Agreement shall be followed,with any necessary modifications.
15.7 Date of Termination. In the event of termination pursuant to this section 15 of the
Agreement, the effective date of termination shall be the last day of the notice period,the
last day of any subsequent notice period or immediately,whichever applies.
SECTION 16
•
GENERAL PROVISIONS
16.1 Terms Binding. The Recipient shall take all reasonable measures to ensure that its
officers, directors, partners, e mployees, agents, third party contractors shall be bound to
observe all of the terms and conditions of this Agreement, including, but not limited to all
of the covenants, representations and warranties set out herein.
16.2 Representatives May Bind Parties. The Parties represent and warrant that their
respective representatives have the authority to legally bind them to the extent
permissible by the Requirements of Law.
16.3 Further Assurances. The Parties agree to do or cause to be done all acts or things
necessary to implement and carry into effect this Agreement to its full extent.
16.4 Agreement Binding. This Agreement shall enure to the benefit of and be binding upon
the Parties, their successors, executors, administrators, heirs and their permitted
assigns.
16.5 Waivers In Writing. If a Party fails to comply with any term of the Agreement, that Party
may only rely on a waiver of the other Party if the other Party has provided a written
waiver in accordance with the notice provisions set out in section 16.19 of this
Agreement. Any waiver must refer to a specific failure to comply and shall not have the
effect of waiving any subsequent failures to comply.
16.6 Tolerance Of Indulgence Of Breach Not A Waiver. Any failure by Ontario to insist in
one or more instances upon strict performance by the Recipient of any of the terms or
conditions of this Agreement shall not be construed as a waiver by Ontario of its rights to
require strict performance of any such terms or conditions, and the obligations of the
Recipient with respect to such performance shall continue in full force and effect.
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16.7 Time Is Of The Essence. In the performance and observance of the terms and
conditions of this Agreement, time is of the essence and no extension or variation of this
Agreement shall operate as a waiver of this provision.
16.8 Severability. If any term or condition of this Agreement, or the application thereof to the
Parties or to any persons or circumstances, is to any extent invalid or unenforceable, the
remainder of the Agreement, and the application of such term or condition to the Parties,
persons or circumstances other than those to which it is held invalid or unenforceable,
shall not be affected thereby.
16.9 No Assignment Of Agreement. The Recipient shall not assign this Agreement to any
other person unless the Ontario agrees to the assignment in writing. Ontario may
impose any terms or conditions.
16.10 No Amendment. This Agreement shall not be varied or amended except by a
document in writing, dated and signed on behalf of the Parties.
16.11 Joint Authorship Of Agreement. The Parties shall be considered joint authors of this
Agreement and no provision herein shall be interpreted against one Party by the other
Party because of authorship. No Party shall seek to avoid a provision herein because of
its authorship through recourse to a third party, court, tribunal or arbitrator.
16.12 Parties Independent. The Recipient acknowledges that it is not an agent, joint
venturer, partner or employee of Ontario and the Recipient shall not take any actions
that could establish or imply such a relationship.
16.13 Recipient Cannot Represent Ontario. The provision of any Funds to the Recipient
pursuant to this Agreement is for the sole purpose of, and is limited to, allowing the
Recipient to carry out the Project. The Recipient represents, warrants and agrees that
under no circumstances shall it enter into any contract or commitment in the name of or
on behalf of Ontario. The Recipient acknowledges and agrees that it is not by the terms
and conditions of this Agreement or otherwise granted any right or authority to assume
or to create any obligations or responsibility, express or implied, on behalf of or in the
name of Ontario, to act as an agent of Ontario or to bind Ontario in any manner
whatsoever other than as specifically provided under this Agreement.
16.14 Consultants. Ontario acknowledges and recognizes that, in connection with the
carrying out the Project, the Recipient may engage one or more Consultants. Ontario
acknowledges and agrees that the Recipient shall have the sole authority and
responsibility for such employees, agents or Consultants, including the hiring and
termination. The Recipient acknowledges and agrees that the Recipient shall be
responsible for all acts and actions of the Recipient's employees, agents and
Consultants and that all such acts and actions shall be treated as actions of the
Recipient for the purposes of this Agreement.
16.15 Lobbyists And Agent Fees. The Recipient represents and warrants:
(a) Any person hired by the Recipient to speak or correspond with any employee or
other person representing Ontario concerning any matter relating to any Funds
under this Agreement or any benefit hereunder is registered, if required to
register, pursuant to the Lobbyists Registration Act, 1998;
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(b) It has not and will not make a payment or other compensation to any legal entity
that is contingent upon or is calculated upon the provision of any• Funds
hereunder or negotiating the whole or any part of the terms and/or conditions of
this Agreement; and
(c) No money from the Government of Ontario was used to lobby or otherwise
secure the provision of any Funds hereunder.
16.16 Debt Owing To Her Majesty The Queen In Right Of Ontario. Any payment that the
Recipient is required to make under this Agreement shall constitute a debt due and
owing to Her Majesty the Queen in Right of Ontario and the Recipient shall pay the
amount to Ontario immediately upon written demand unless Ontario directs otherwise.
16.17 Her Majesty The Queen In Right Of Ontario May Charge Interest. Her Majesty the
Queen in Right of Ontario may charge the Recipient interest on any monies owing by the
Recipient at the then current interest rate charged by the Province of Ontario on
accounts receivable.
16.18 Set-Off By Ontario. In the event that the Recipient is indebted to Her Majesty the
Queen in Right of Ontario under this Agreement, Ontario may set-off that debt against
any amounts payable to the Recipient by Her Majesty the Queen in Right of Ontario.
This right of set-off is in addition to any rights of set-off it has under the Financial
Administration Act(Ontario) or the Financial Administration Act(Canada).
16.19 Notice And Service Of Documents Under Agreement. Notices shall be in writing and
shall be delivered by postage-prepaid mail, personal delivery, facsimile transmission or
Email transmission and shall be addressed to Ontario and the Recipient respectively, as
set out in Part C.6 of Schedule"C" of this Agreement.
Notice shall be deemed to have been received:
(a) In the case of postage-prepaid mail, five (5) Business Days after such notice is
mailed; or
(b) In the case of personal delivery, facsimile transmission or Email transmission,
one (1) Business Day after such notice is delivered to the other Party.
In the event of a postal disruption, notices shall be given by personal delivery, facsimile
transmission or Email transmission. Unless the Parties expressly agree in writing to
additional methods of notices, notices may only be provided by the method(s)
contemplated in this section 16.19 of the Agreement.
The Parties agree that for the purposes of this section 16.19 of the Agreement, the
name(s) of the individuals may be changed without amending the Agreement through
the Party making the change providing written notice to the other Party of said change.
16.20 Governing Law. This Agreement and the rights, obligations and relations of the Parties
shall be governed by and construed in accordance with the laws of the Province of
Ontario and the applicable federal laws of Canada. Any actions or proceedings in
connection with this Agreement shall be conducted in Ontario.
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16.21 Agreement Executed In Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which
together, shall constitute one and the same agreement.
16.22 Entire Agreement. This Agreement, including its Schedules, embodies the entire
Agreement between the Parties with respect to the subject matter contained in the
Agreement and supersedes all prior oral or written representations or agreements. No
prior document, discussion, negotiation, provision undertaking or agreement in relation
to the subject matter of this Agreement has any legal effect. No representation or
warranty, whether express, implied or otherwise, has been made by Ontario to the
Recipient except as expressly set out in this Agreement.
16.23 Survival. The provisions of this Agreement that by their nature survive the expiration or
early termination shall so survive. Without limiting the generality of the foregoing, the
provisions that shall survive the termination or expiration of this Agreement for a period
of seven (7) years from the Expiration Date or termination of this Agreement, whichever
occurs first, include: sections 3 to 6, 9, 11 and 13 to 15; subsections 1.2 to 1.7, 2.2, 16.5,
16.6, 16.8, 16.10 to 16.12, and 16.16 to 16.23; Parts C.6 and C.7 of Schedule"C" of this
Agreement and Schedules "E" and "F"; along with all applicable defined terms within
section 1, all cross-referenced provisions within the foregoing sections, subsections and
Schedules.
IN WITNESS WHEREOF the Parties have executed this Agreement on the dates set out below.
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO,
as represented by the Minister of Agriculture, Food and Rural Affairs •
Name: George Borovilos Date
Title: Assistant Deputy Minister(A)
I have the authority to bind the Crown pursuant to delegated authority.
THE CORPORATION OF THE CITY OF PICKERING
Name: Date
Title:
AFFIX CORPORATE •
SEAL
Name: Date
Title:
I/We have the authority to bind the Recipient.
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SCHEDULE "A"
ELIGIBLE PROJECT CATEGORIES
Eligible Projects include:
The development and implementation of asset management plans (e.g. software, training,
inspections)for core infrastructure assets
Capital projects and capital maintenance for the renewal, rehabilitation and replacement of core
infrastructure assets which include:
- Roads
o Paved Roads
o . Unpaved Roads
o Street lighting and sidewalks may be included as eligible items when part of a
road project.
- Bridges and Culverts
- Water
o Water Treatment
o Water Distribution/Transmission
- Wastewater
o Wastewater Treatment& Disposal
o Sanitary Sewer Systems
o Storm Sewer Systems(Urban and Rural)
o Note: Routine upgrades or improvements to storm water infrastructure and
drainage are ineligible; an eligible project must eliminate or significantly
reduce the potential for serious damages to adjacent critical infrastructure
(e.g. roads, bridges).
Funds are not to be used for growth-related expansion projects (e.g., new subdivision
infrastructure).
A Recipient may choose to transfer its yearly allocation to another eligible Recipient in the
furtherance of a joint project. A Recipient will only be allowed to transfer Funds if the following
are in place:
• The participating Recipients will need to inform Ontario that they are undertaking a joint
project and put formal agreements in place for the joint project that provide details on
the shared funding arrangement and reason for the transfer of Funds.
• The Project being funded is listed as a priority in the asset management plans of all
Recipients involved in the Project.
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OCIF—Formula Based Component File Number: OCIF FC-0221
SCHEDULE "B"
PROJECT REPORT AND ANNUAL FINANCIAL REPORT
PART B.1 --PROJECT REPORT
The Project Report shall indicate to the Ministry what Project the Recipient will use the Funds
for. The Project Report contains two sections: (1) Proposed Project Reporting Table and (2)
Annual Project Information Update. The Recipient must submit a separate Project Report for
every Project proposed to utilize the Funds.
PROPOSED PROJECT REPORTING TABLE
Section A of the applicable Project Report must be submitted 45 Business Days prior to
the start of any construction or no later than March 31st of each calendar year.
Should the Recipient require a revision in the Project set out in the Project Report; the
Recipient shall revise the Project Report and submit an updated Project Report as soon
as possible to the Ministry and prior to any construction being undertaken on the Project.
The Recipient shall note that the Project has been changed from the original Project
Report.
ANNUAL PROJECT INFORMATION UPDATE
Section B of the applicable Project Report must be submitted no later than December
31st of each calendar year.
There are two(2) Project Reports:
• Project Report A: Road Resurfacing or Asset Management Projects
• Project Report B: Other Eligible Projects
For Projects involving asset management or road resurfacing,use report"A
Road resurfacing is defined as a road Project where the land will not be disturbed, altered or
affected through excavation (i.e., no increase in width, change in alignment, etc.) except for the
removal of the current surface and the installation of a neW surface.
For all other Projects use report"B".
PART B.2—ANNUAL FINANCIAL REPORT •
The Recipient shall provide an annual financial update to the Ministry in the form prescribed no
later than December 31St of each calendar year.
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OCIF-Formula Based Component File Number: OCIF FC-0221
PROJECT REPORTS
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OCIF—Formula Based Component File Number: OCIF FC-0221
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30
I
OCIF—Formula Based Component File Number: OCIF FC-0221
ANNUAL FINANCIAL REPORT
ONTARIO COMMUNITY INFRASTRUCTURE FUND-ANNUAL FINANCIAL REPORT
Ontario
Recipient Name:
COrtact Name,Trtle:
Email
Pitons ,
FUNDS RECEIVED FROM OCIF FORMULA COMPONENT
- (refer to schedule"D"of yoarAgrecmenr) S •
ADDITIONS TO THE FUNDING AMOUNT:
Add:Any interest earned on the funds received: 5 -
(AS per section 4.3 of your Agreement,recipients ore required to provide the amount$ony,of the interest
earned on the funds provided.Recipiernts ore responsible for the calculation of interest earned.)
Add;Any amountfs)receives froth another Recipients OCIF Allocation; •
(Provide name of Munidpafty/Locol Services Board and omournr received)
Name of Municipality/LSB
5 -
2.. S '
3. - 5 --
TOTAL RECEIVED FROM OTHER RECIPIENTS: 5 -
. TOTAL FUNDSREQUIREDTO REUSED FOR PERIOD: -
SUBTRACTIONS FROM THE FUNDED AMOUNT;
Subtract Any OCIF allocation amountis)transferred to another Municipali ty/15El
(Provide name of MunicipoFry/Local Services Board and amount transferred)
Name of Municipality/LSB
1 5.. -
2. 5
TOTAL TRANSFERRED TO OTHER RECIPIENTS: - - S -
Subtract Total formula funds utilized on ell ible projects:
(Provide project name and:coal formula funds used for the project(s).Projects should match whet was submitted in Section B-Part2
Financial Update section of your required ProjectRepar(s))
Project Name
1 •
2. S •
3.
4. S
S. .. 5
TOTAL FUNDS USED ON CUGIBLt PROICCTS: - 5 -
TOTAL FUNDSTRANSFERRED ORSPENT: .:. ••6 •, $
CLOSING SALANCE Of FUNDS*r ::..yei;y "�Y'T'd....„;tgyrL_e, '.J•r:Z'.Yr.K.a?'-:. '-tas,rt 2Itr*i}::$.:Y
•As persection 33 of yourAgreetnertt,Onmria may must the amount provided in the following year by She amorntof Funds not
spent by DCgeaiber 1.if The boian4 ofhmds fs gneate'than zme,you manenwe that you how p.-wided an ammo:far interest •
mimed above.
•
ATTESTATION BYTREASURER/C ERRJCHIEF ADMINISTRATIVE OFFICER
By inserting a name,title and date below,the Recipient warrants that - '
1, The information provide&herein and it arty document attached is accurate and compfetra
2. Any interest earned(as noted under Additions to the Funding Amount above)has been used for costs associated with eliIble projects or
has beer remitted to the Ministry;and
3. The Recipient a in compliance with all afthe terms and conditions of the Agreement.
:Name I b 1 I -
['lame
•
31
•
OCIF—Formula Based Component File Number: OCIF FC-0221
SCHEDULE "C"
OPERATIONAL REQUIREMENTS UNDER THE AGREEMENT
PART C.1—EFFECTIVE DATE OF AGREEMENT
C.1.1 Effective Date Of Agreement. This Agreement is effective as of the date that the
Minister signs it.
PART C.2—EXPIRATION DATE
C.2.1 Expiration Date Of Agreement. Unless this Agreement is terminated earlier, this
Agreement shall expire on March 31, 2018.
PART C.3—INSURANCE REQUIREMENTS
C.3.1 Insurance Requirements. The Recipient shall have no less than two million dollars
($2,000,000.00) in general commercial liability insurance per occurrence.
PART C.4 SUBMISSION OF PROJECT REPORT
C.4.1 Submission Of Project Report. The Recipient shall submit its Project Report in
' accordance with the following:
The Recipient shall submit section "A" of the applicable Project Report to Ontario 45
Business Days prior to the start of any construction or no later than March 31st of each.
calendar year.
The Recipient shall submit section "B" of the applicable Project Report to Ontario no
later than December 31st of each calendar year.
PART C.5—SUBMISSION OF ANNUAL REPORT
C.5.1 Submission Of Annual Report. The Recipient shall submit the Annual Financial
Report and Part "B" of the Project Report for all applicable Projects to Ontario by
December 31st of the year in which the Funds were received.
32
OCIF—Formula Based Component File Number: OCIF FC-0221
PART C.6—NOTICE AND CONTACT
C.6.1 Notice And Contact Information. Notices under this Agreement shall be sent to the
following persons at the following addresses:
To Ontario: To Recipient:
Ministry of Agriculture, Food and Rural Affairs The Corporation of the City of Pickering
Rural Programs Branch One The Esplanade,
1 Stone Road West, 4NW Pickering, Ontario L1 V 6K7
Guelph, Ontario NIG 4Y2
Attention: Joel Locklin, Manager Attention: Tony Prevedel
Telephone: 519-826-3791 Telephone: (905)420-2222
Fax: 519-826-3398 Email: cao @pickering.ca
Email: OCIF @ontario.ca
PART C.7—ASSET RETENTION PERIOD
C,7.1 Recipient To Notify Ontario Before Disposal Of Assets Purchased With Funds
Under Agreement. The Recipient shall notify OMAFRA in writing of any disposal of
assets purchased by the Funds at least one hundred and eighty (180) Business Days in
advance of the disposition. The Recipient shall not dispose of any assets purchased,
constructed, rehabilitated or improved by the Funds without the prior written consent of
Ontario. _.
C.7.2 Asset Retention Period. The Recipient shall retain any asset purchased, rehabilitated
or built with Funds under this Agreement for a period of five (5) years from the date that
the Project is completed. •
•
33
OCIF—Formula Based Component File Number: OCIF FC-0221
SCHEDULE"D"
FINANCIAL INFORMATION FOR THE PROJECT
PART D.1 —PROVISION OF FUNDS
D.1.1 Funds Provided By Ontario. Subject to the terms and conditions of this Agreement,
Ontario shall provide the Recipient with an amount up to the amount indicated in the
table immediately below in Funds for Eligible Costs. Subject to sections 3.5 and 4.3 of
this Agreement, the Recipient may also retain any interest earned upon those Funds
Funding Annual Financial Timeframe for Funds to be spent:
Year Assistance
2015 $ 198,740.00 January 1 - December 31, 2015
2016 $ 198,740.00 January 1 -December 31, 2016
2017 $ 198,740.00 January 1 -December 31, 2017
PART D.2—PAYMENT OF FUNDS
D.2.1 Payment of Funds. Ontario shall pay, subject to the terms and conditions of the
Agreement, to the Recipient the Funds in accordance with the following:
Annual Financial Assistance is equal to or under$150,000.00
Funding Year 100% Payment Date Range
2015 January—March 2015
• 2016 January—March 2016
2017 January—March 2017
Annual Financial Assistance is over$150,000.00
Funding Year 1st Installment(25%) 2"d Installment(50%) 3rd Installment(25%)
2015 January—March 2015 April—June 2015 July to September 2015
2016 January— March 2016 April—June 2016 July to September 2016
2017 January—March 2017 April—June 2017 July to September 2017
34
w
OCIF—Formula Based Component File Number: OCIF FC-0221
SCHEDULE "E" .
ELIGIBLE AND INELIGIBLE COSTS
PART E.1 —ELIGIBLE COSTS
E.1.1 Eligible Costs. Subject to the terms and conditions of this Agreement and Part E.2 of
this Schedule "E" of the Agreement, Eligible Costs shall only include all direct and
incremental costs that are attributable to the development and implementation of the
Project and are in Ontario's sole and absolute discretion, properly and reasonably
incurred as well as necessary for the Project. Eligible Costs must also be actual,
verifiable cash outlays that are documented through invoices, receipts or other records
that is acceptable to Ontario.
Without limiting the generality of the foregoing, Eligible Costs shall only include the
following:
(a) The capital costs of constructing, rehabilitating, replacing or improving, in whole
or in part, a tangible core infrastructure asset;
(b) Development and implementation of asset management plans (e.g. software,
training and inspections);
(c) All planning and assessment costs, such as the costs of environmental planning,
surveying, engineering, architectural supervision, testing and management
consulting services;
(d) The costs for permits, approvals, licences and other authorizing documents, as
well as inspections and other fees directly attributable to obtaining a permit,
approval, licence or other authorizing document, provided those costs are directly
attributable to the construction and implementation of Project,
(e) The costs for consulting with an Aboriginal Group, including the Recipient's legal
fees, provided they are reasonable, on matters pertaining to the Project,
including the translation of documents into languages spoken by the affected
Aboriginal Group, but does not include any capacity-building funding unless -
specifically approved by Ontario in writing prior to being incurred;
(f) The costs of developing and implementing innovative techniques for carrying out
the Project;
(g) The costs of Project-related signage, lighting, Project markings and utility
adjustments;
(h) The costs of joint communication activities, such as press releases, press
conferences, translation and road signage recognition, as described in Schedule
"G"of this Agreement; and
(i) Other costs that are, in Ontario's sole and absolute discretion, direct, incremental
and necessary for the successful implementation of the Project, provided those
costs have been approved by Ontario in writing prior to being incurred.
35
wow
OCIF—Formula Based Component File Number: OCIF FC-0221
PART E.2—INELIGIBLE COSTS
E.2.1 Ineligible Costs. The following costs are Ineligible Costs and are therefore ineligible to
be paid from the Funds being provided under this Agreement:
(a) Costs not incurred in accordance with section 5.1(e)of the Agreement;
(b) Costs associated with the acquisition or leasing of:
(i) Land,
(ii) Buildings,
(iii) Equipment,
(iv) Other facilities, and
(v) Obtaining easements, including costs or expenses for surveys,
and includes real estate fees and other related costs;
(c) Financial charges, legal fees, other than those association with consultation with
Aboriginal Groups (provided such legal fees are reasonable), loan and interest
payments
(d) The value of any goods and services which are received through donations or in
kind;
(e) Employee wages and benefits, overhead costs as well as other direct or indirect
operating, maintenance and administrative costs incurred by the Recipient for the
Project, and more specifically, but without limiting the generality of the foregoing,
costs relating to services delivered directly by permanent employees of the
Recipient;
(f) Meal, hospitality or incidental costs or expenses of Consultants
(g) Costs associated with completing Expressions of Interest and/or applications for
the Ontario Community Infrastructure Fund or the Building Canada Fund —Small
Communities Fund; and
(h) Costs of accommodation for any Aboriginal Group.
E.2.2 Harmonized Sales Tax. Any portion of the Harmonized Sales Tax that is refundable by
the Canada Revenue Agency as an input tax credit or as a rebate shall be deemed to be
an Ineligible Cost. Any portion of the Provincial Sales Tax that is refundable by the
, respective provincial tax authority shall be deemed to be an Ineligible Cost.
E.2.3 Costs Of Non-Arm's Length Parties. The costs or expenses of goods or services
acquired from parties that are not Arm's Length from.the Recipient must be valued at the
cost of the supplying entity and shall not include any mark up for profit, return on
investment or overhead costs and shall not exceed fair market value. Ontario may not
consider the eligibility of any of these costs unless access is provided to the relevant
records of the supplying entity.
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SCHEDULE "F"
ABORIGINAL CONSULTATION REQUIREMENTS
PART F.1 -PURPOSE AND DEFINITIONS
F.1.1 Purpose. This Schedule sets out the responsibilities'of Ontario and the Recipient in
relation to consultation with Aboriginal Groups on the Project, and to delegate procedural
aspects of consultation from Ontario to the Recipient.
F.1.2 Definitions. For the purposes of this Schedule:
"Section 35 Duty" means any duty.Ontario may have to consult and, if required, accommodate
Aboriginal Groups in relationto the Project flowing from section 35 of the Constitution Act, 1982.
PART F.2-RESPONSIBILITIES OF ONTARIO
F.2.1 Ontario's Responsibilities. Ontario is responsible for:
(a) Determining the Aboriginal Groups to be consulted in relation to the Project, if
any, and advising the Recipient of same;
(b) The preliminary and ongoing assessment of the depth of consultation required
with the Aboriginal Groups;
(c) • Delegating, at its discretion, procedural aspects of consultation to the Recipient
pursuant to this Schedule;
(d) Directing . the Recipient to take such actions, including without limitation
suspension as well as termination of the Project, as Ontario may require;
(e) Satisfying itself, where it is necessary,to do so, that the consultation process in
relation to the Project has been adequate and the Recipient is in compliance with
this Schedule; and
(f) Satisfying itself, where any Aboriginal or treaty rights and asserted rights of
Aboriginal Groups require accommodation, that Aboriginal Groups are
appropriately accommodated in relation to the Project.
PART F.3-RESPONSIBILITIES OF THE RECIPIENT
F.3.1 Recipient's Responsibilities. The Recipient is responsible for:
(a) Giving notice to the Aboriginal Groups regarding the Project as directed by
Ontario, if such notice has not already been given by the Recipient or Ontario;
(b) Immediately notifying Ontario of contact by any Aboriginal Groups regarding the
Project and advising of the details of the same;
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(d) Informing the Aboriginal Groups about the Project and providing to the Aboriginal
Groups a full description of the Project unless such description has been
previously provided to them;
(e) Following up with the Aboriginal Groups in an appropriate manner to ensure that
Aboriginal Groups are aware of the opportunity to express comments and
concerns about the Project, including any concerns regarding adverse impacts
on hunting, trapping, fishing, plant harvesting or on burial grounds or
archaeological sites of cultural significance to the Aboriginal Groups, and
immediately advising Ontario of the details of the same;
(f) Informing the Aboriginal Groups of the regulatory and approval processes that
apply to the Project of which the Recipient is aware after reasonable inquiry;
(g) Maintaining the.Aboriginal Groups on the Recipient's mailing lists of interested
parties for environmental assessment and other purposes and providing to the
Aboriginal Groups all notices and communications that the Recipient provides to
interested parties and any notice of completion;
(h) Making all reasonable efforts to build a positive relationship with the Aboriginal
Groups in relation to the Project;
(i) Providing the Aboriginal Groups with reasonable opportunities to meet with.
appropriate-representatives of the Recipient and meeting with the Aboriginal
Groups to discuss the Project, if requested;
(j) If appropriate, providing reasonable financial assistance to Aboriginal Groups to
permit effective participation in consultation processes for the Project, but only
after consulting with Ontario;
(k) Considering comments provided by the Aboriginal Groups regarding the potential
impacts of the Project on Aboriginal or treaty rights or asserted rights, including
adverse impacts on hunting, trapping, fishing, plant harvesting or on burial
grounds or archaeological sites of cultural significance to an Aboriginal Group, or
on other interests, or any other concerns or issues regarding the Project;
(I) Answering any reasonable questions to the extent of the Recipient's ability and
receiving comments from the Aboriginal Groups, notifying Ontario of the nature of
the questions or comments received and maintaining a chart showing the issues
raised by the Aboriginal Groups and any responses the Recipient has provided;
(m) Where an Aboriginal Group asks questions regarding the Project directly of
Ontario, providing Ontario with the information reasonably necessary to answer
the inquiry, upon Ontario's request;
(n) Subject to paragraph (o) below,where appropriate, discussing with the Aboriginal
Groups potential accommodation, including mitigation of potential impacts on
Aboriginal or treaty rights, asserted rights or associated interests regarding the
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Project and reporting to Ontario any comments or questions from the Aboriginal
Groups that relate to potential accommodation or mitigation of potential impacts;
(o) Consulting regularly with Ontario during all discussions with Aboriginal Groups
regarding accommodation measures, if applicable, and presenting to Ontario the
results of such discussions prior to implementing any applicable accommodation
measures;
(p) Complying with Ontario's direction to take any actions, including without
limitation, suspension or termination of the Project, as Ontario may require; and
(q) Providing in any contracts with Third Parties for the Recipient's right and ability to
respond to direction from Ontario as Ontario may provide.
F.3.2 Acknowledgement By Recipient. The Recipient hereby acknowledges that,
notwithstanding section 11.2 of the Agreement, Ontario, any provincial ministry having
an approval role in relation to the Project, or any responsible regulatory body, official, or
provincial decision-maker, may participate in the matters and processes enumerated
therein as they deem necessary.
F.3.3 Recipient Shall Keep Records And Share Information. The Recipient shall carry out
the following functions in relation to record keeping, information sharing and reporting to
Ontario: -
(a) Provide to Ontario, upon request, complete and accurate copies of all documents
provided to the Aboriginal Groups in relation to the Project;
(b) Keep reasonable business records of all its activities in relation to consultation
and provide Ontario with complete and accurate copies of such records upon
request;
(c) Provide Ontario with timely notice of any Recipient mailings to, or Recipient
meetings with, the representatives of any Aboriginal Group in relation to the
Project;
(d) Immediately notify Ontario of any contact by any Aboriginal Groups regarding the
Project and provide copies to Ontario of any documentation received from
Aboriginal Groups;
(e) Advise Ontario in a timely manner of any potential adverse impact of the Project
on Aboriginal or treaty rights or asserted rights of which it becomes aware;
(f) Immediately notify Ontario if any Aboriginal archaeological resources are
discovered in the course of the Project;
(g) Provide Ontario with summary reports or briefings on all of its activities in relation
to consultation with Aboriginal Groups, as may be requested by Ontario; and
(h) • If applicable, advise Ontario if the Recipient and an Aboriginal Group propose to
enter into an agreement directed at mitigating or compensating for any impacts of
the Project on Aboriginal or treaty rights or asserted rights.
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F.3.4 Recipienf Shall Assist Ontario. The Recipient shall, upon request lend assistance to
Ontario by filing records and other appropriate evidence of the activities undertaken both
by Ontario and by the Recipient in consulting with Aboriginal Groups in relation to the
Project, attending any regulatory or other hearings, and making both written and oral
submissions, as appropriate, regarding the fulfillment of Aboriginal consultation
responsibilities by Ontario and by the Recipient, to the relevant regulatory or judicial
decision-makers.
PART F.4—NO IMPLICIT ACKNOWLEDGEMENT
F.4.1 No Acknowledgment Of Duty To Consult Obligations. Nothing in this Schedule shall
be construed as an admission, acknowledgment, agreement or concession by Ontario or
the Recipient, that a Section 35 Duty applies in relation to the Project, nor that any
responsibility set out herein is, under the Constitution of Canada, necessarily a
mandatory aspect or requirement of any Section 35 Duty, nor that a particular aspect of
consultation referred to in subsection F.1.2 hereof is an aspect of the Section 35 Duty
that could not have lawfully been delegated to the Recipient had the Parties so agreed.
PART F.5—GENERAL
F.5.1 No Substitution. This Schedule shall be construed consistently with but does not
substitute for any requirements or procedures in relation to Aboriginal consultation or the
Section 35 Duty that may be imposed by a ministry, board, agency or other regulatory
decision-maker acting pursuant to laws and regulations. Such decision-makers may
have additional obligations or requirements. Nonetheless, the intent of Ontario is to
promote coordination among provincial ministries, boards and agencies with roles in
consulting with Aboriginal Groups so that the responsibilities outlined in this Agreement
may be fulfilled efficiently and in a manner that avoids, to the extent possible, duplication
of effort by Aboriginal Groups, the Recipient, Ontario, and provincial ministries, boards,
agencies and other regulatory decision-makers.
PART F.6—NOTICE AND CONTACT
F.6.1 Notices In Relation To Schedule. All notices to Ontario pertaining to this Schedule
shall be in writing and shall be given sent to the person identified under Part 6.4 of
Schedule C.
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SCHEDULE "G"
COMMUNICATIONS PROTOCOL
This Communications Protocol (Protocol) outlines the respective responsibilities and the
working relationship between the Parties to this Agreement as they relate to all communications
by the Parties regarding funding received in relation to the Project.
PURPOSE
This Protocol applies to all communications activities related to any funding the Recipient
receives under this Agreement. Communications activities may include, but are not limited to:
• Project signage
• Media events and announcements, including news conferences, public announcements,
official events or ceremonies, news releases
• Printed materials .
• Websites
• Photo compilations .
• Award programs
• Awareness campaigns
PROJECT SIGNAGE
If the Recipient installs a sign at the site of a Project, the Recipient shall, at Ontario's request,
provide acknowledgement of the provincial contribution to the Project. Sign design, content and
installation guidelines will be provided by Ontario.
Where the Recipient decides to install a permanent plaque or other suitable marker with respect
to a Project, it must recognize the provincial contribution to the Project and be approved by
Ontario prior to installation.
The Recipient is responsible for the production and installation of Project signage, unless
otherwise agreed upon in writing prior to the installation of the signage.
MEDIA EVENTS
The Recipient or Ontario may request a media event, announcement or recognition of key
milestones related to Project.
In requesting a media event or an announcement, the Party requesting the event will provide at
least twenty-one (21) Business Days' notice to the other Party of its intention to undertake such
an event. The event will take place at a date and location that is mutually agreed to by the
Parties. The Parties will have the opportunity to participate in such events through a designed
representative. Each participant will choose its designated representative.
All joint communications material related to media events and announcements must be
approved by Ontario and recognize the funding provided by Ontario.
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Media events and announcements include but are not limited to:
• News conferences
• Public announcements
• Official events or ceremonies 1
• News releases
PRINTED MATERIALS, WEBSITES, PHOTO COMPILATIONS, AWARD PROGRAMS,
AWARENESS CAMPAIGNS
The Recipient may include messaging in its own communications products and activities with
regards to the Project. When undertaking such activities, the Recipient shall provide the
opportunity for Ontario to participate and shall recognize the funding provided by Ontario.
ISSUES MANAGEMENT
The Recipient shall share information promptly with Ontario should significant emerging media,
Project or stakeholder issues relating to a Project arise. Ontario will advise Recipients, when
appropriate, about media inquiries concerning the Project.
COMMUNICATING SUCCESS STORIES
The Recipient agrees to communicate with Ontario for the purposes of collaborating on
communications activities and products including but not limited to success stories and features
relating to the Project.
The Recipient acknowledges and agrees that Ontario may publicize information about the
Project. Ontario agrees it will use reasonable efforts to consult with the Recipient about
Ontario's publication about the Project prior to making it.
DISCLAIMER
If the Recipient publishes any material of any kind relating to the Project or the Ontario
Community Infrastructure Fund, the Recipient shall indicate in the material that the views
expressed in the material are the views of the Recipient and do not necessarily reflect Ontario's
views.
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