Body: Council Type: By-law Meeting: Regular Date: 2020 Collection: By-laws Municipality: South Frontenac
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TOWNSHIPOF SOUTH FRONTENAC BY.LAW2020.11 A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT WITH HER
MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO, AS REPRESENTED BY THE MINISTER OF AGRICULTURE, FOOD AND RURAL
AFFAIRS UNDER THE RURAL ECONOMIC DEVELOPMENT (RED) PROGRAM “OPEN FOR BUSINESS SOUTH FRONTENAC: STREAMLINING DEVELOPMENT APPROVALSFOR RURAL ECONOMICGROWTH
WHEREASSection 5(1) ofthe Municipal Act, 2001, c. 25, as amended, grants that the powers of a municipality shall be exercised by its Council; and
WHEREAS Section 5(3) of the Municipal Act, 2001, c. 25, as amended, provides that a
Municipal power, including a municipality’s capacity, right, powerand privileges under section 9, shall be exercised by by-law unless the municipality is specifically authorized to do others; and
WHEREAS Section 5(4) ofthe Municipal Act, 2001, c. 25, as amended, applies to all Municipal powers, whether conferred by this Act or otherwise; and
WHEREAS Section 8(1) of the Municipal Act, 2001, c. 25, as amended, provides that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality’s ability to respond to municipal issues; and
WHEREAS Section 11(2) of Municipal Act, 2001, c. 25, states that a lower tier municipality may pass by-laws respecting matters set out therein, including the financial management of the municipality; and
NOW THEREFORE THE CORPORATION OF THE TOWNSHIP OF SOUTH FRONTENAC BY ITS COUNCIL HEREBY ENACTS AS FOLLOWS:
THAT the Council of the Township of South Frontenac shall be and is hereby authorized to enter into an agreement with Her Majesty the Queen in Rightof Ontario as represented bythe MinisterofAgriculture, Food and Rural Affairs, the terms of which shall be in accordanceto Schedule “A” hereto.
THAT Schedule “A” is declared to form part of this By-law.
THAT the Mayor and Clerk shall be and are hereby authorized, directed and empowered to execute the said agreement on behalf of the Township of South Frontenac.
THIS BY-LAW shall come into force and take effect on date of its final passing.
Dated at the Township of South Frontenac this 3 dayof March, 2020. Read a first and second time this 3 day of March, 2020. Read a third time and finally passed this 3 day of March, 2020. THE CORPORATIONOF THE TOWNSHIPOF SOUTH FRONTENAC
Ron Vandewal, Mayor
O/nopQfL /fbtf^r^ Angela Maddocks, Clerk
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RURAL ECONOMIC DEVELOPMENTPROGRAM AGREEMENT BETWEEN: HER MAJESTT THE QUEEN IN RIGHT OF ONTARIO as represented by the Minister of Agriculture, Food and Rural Affairs (the “Province”)
- and -
THE CORPORATION OF THE TOWNSHIP OF SOUTH FRONTENAC
CRA# 871323895 THE CORPORATION OF THE COUNTY OF FRONTENAC (the “Recipient”)
I.
BACKGROUND
The Recipienthas applied to the Ontario MinistryofAgriculture, Food and Rural Affairs(OMAFRA)for funding underthe Rural EconomicDevelopment (RED) programto assistthe Recipientin carrying outthe project.
The Recipient intends to carry out the Project under the Program.
The Provincewishesto provide Fundsto the Recipientfor the Project. II. CONSIDERATION
In consideration of the mutual covenants and agreements contained in this agreement (the “Agreement”) and for other good and valuable consideration, the receipt and sufficiency ofwhich is expressly acknowledged, the Province and the Recipient (the “Parties”) agree as follows: III. ENTIRE AGREEMENT This Agreement, including: Schedule “A” - General Terms and Conditions,
Schedule “B” - Operational Requirements and Additional Terms and Conditions, Schedule “C” - Project Description, Schedule “D” - Project Financial Information, Schedule “E” - Reporting, and any amending agreement entered into as provided below,
constitute the entire agreement between the Parties with respect to the subject matter contained in this Agreement and supersede all prior oral or written representations and agreements. IV. COUNTERPARTS This 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.
V. AMENDING AGREEMENT This Agreement may only be amended by a written agreement duly executed by the Parties. 1 of 34
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VI. ACKNOWLEDGEMENT The Recipient:
(a) acknowledges that it has read and understands the provisions contained in the entire Agreement; and
(b) agreesto be bound bythe terms and conditions in the entire Agreement. 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:
Carolyn Hamilton
Title:
Director, Rural Programs Branch
Date:
I have the authority to bind the Crown pursuant to delegated authority.
THE CORPORATION OF THE TOWNSHIP OF SOUTH FRONTENAC
^ H 2v2ti Name: //
Angela Maddocks
Title:
Clerk
Date:
l. ^. H Zn2a Name:
Ron Vandewal
Title:
Mayor
Date:
1/We have authority to bind the Recipient.
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THE CORPORATION OF THE COUNTT OF FRONTENAC
VJa SS. 20Zd Name:
Frances Smith
Title:
Warden
^C^7L<-^C Name lame:
Jannette Amini
Title:
Clerk
Date:
h 2?..y .7^?^
Date:
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SCHEDULE"A” GENERALTERMS AND CONDITIONS
ARTICLE 1 INTERPRETATION AND DEFINITIONS
- 1 Interpretation. For the purposes of interpreting the Agreement: (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 this Agreement; they are for reference purposes only and will not affect the interpretation of the Agreement;
(d) Any referenceto dollars or currencywill be in Canadiandollars and currency; (e) Any reference to a statute means a statute of the Province of Ontario, unless otherwise indicated;
(f) Any reference to a statute is to that statute and to the regulations made pursuant to that statute as they may be amended from time to time and to any statute or regulations that may be passed that have the effect of supplanting or superseding that statute or regulation unless a provision of the Agreement provides otherwise;
(g) All accounting terms will be interpreted in accordance with the Generally Accepted Accounting Principles and all calculations will be made and all financial data to be submitted will be prepared in accordance with the Generally Accepted Accounting Principles; and (h) The words “include”, “includes” and “including” denote that the subsequent list is not exhaustive.
- 2 Definitions. In the Agreement, the following terms will have the following meaning: “Additional Terms And Conditions” means the terms and conditions referred to in section 8. 1 of
Schedule “A” of this Agreement and specified in section B. 2 of Schedule “B” of this Agreement. “Arm’s Length” has the same meaning as set out in the Income Tax Act (Canada) as it read on the Effective Date of this Agreement, and as treated or defined under Generally Accepted Accounting Principles. “Auditor General” means the Auditor General of Ontario and/or the Auditor General of Canada, depending on the context. “BPSAA” means the Broader Public Sector Accountability Act, 2010.
“Budget” means the budget attached as section D. 3 of Schedule “D” of this Agreement.
“Business Day” means anyworkingday, Mondayto Fridayinclusive, excludingstatutory and other holidays, namely: NewYear’s Day; Family Day; Good Friday; Easter Monday; Victoria Day; Canada Day; Civic Holiday; LabourDay; ThanksgivingDay; Remembrance Day; Christmas Day; Boxing Day and any other day on which the Province is closed for business. “Claim Submission Deadline” means the date or dates set out under section D.4 of Schedule “D” of this Agreement.
“Contract” means an agreementbetweenthe Recipientand a third-partywherebythe third-party agrees to provide a good or service for the Project in return for financial consideration that may be claimed by the Recipient as an Eligible Cost. 40)34
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“Cost-Share Funding Percentage"meansthe percentagethe Provincewill pay toward the Recipient’s Eligible Costs, as set out under section D. 1. 1 of Schedule “D” of this Agreement. “Incurred” in relation to costs, means a cost that a Recipient has become liable for, regardless
whetheractual payment has occurred (i. e., the Recipient has received the goods or services). “Effective Date” means the date on which this Agreement is effective, as set out under section B. 1. 1 of Schedule “B” of this Agreement.
“Eligible Costs” meansthose costs set out undersection D.6 ofSchedule"D"ofthis Agreement. “Event of Default” has the meaning ascribed to it in section 14. 1 of Schedule “A” of this Agreement.
“Expiration Date” means the date on which this Agreement will expire, as set out under section B. 1.2 of Schedule “B” of this Agreement, unless amended or terminated prior to this date in accordance with the terms and conditions of this Agreement. “FAA” means the Financial Administration Act.
“Failure” means a failure to complywith any term, condition, obligation under any other agreement thatthe Recipient haswith Her Majesty the Queen in Rightof Ontario or one of Heragencies. “Final Report” means a final Report on the Project in the form set out in Schedule “E.2” of this Agreement.
“FIPPA” means the Freedom of Information and Protection of Privacy Act. “Funding Year” means:
(a) In the case of the first Funding Year, the period commencing on the Effective Date and ending on the following March 31, the Expiration Date, or the termination ofthis Agreement, whichever comes first; and;
(b) In the case of Funding Years subsequent to the first Funding Year, the period commencing on April 1 following the end ofthe previous Funding Year and ending on the following March 31, the Expiration Date, or the termination of this Agreement, whichever comes first.
“Funds” means the money the Province provides to the Recipient pursuant to this Agreement. “Guidelines” means any written documents setting out the criteria governing the operation of the Program.
“Holdback” means the amount set out under section D. 1. 3 of Schedule “D” of this Agreement. “Indemnified Parties” means Her Majesty the Queen in Right of Ontario, Her Ministers, agents, appointees and employees.
“Ineligible Costs” means those costs set out under section D. 7 of Schedule “D” of this Agreement. “Maximum Funds” means the maximum amount of Funds the Province will provide to the Recipient under this Agreement, as set out under section D. 1.2 of Schedule “D” ofthis Agreement. “MFIPPA” means the Municipal Freedom of Information and Protection of Privacy Act. “Notice” means any communication given or required to be given pursuant to this Agreement. “Notice Period” means the period of time within which the Recipient is required to remedy an Eventof Default, and includes any such period or periods oftime bywhichthe Province considers it reasonable to extend that time.
“Party” means eitherthe Provinceor the Recipient, unless the context implies otherwise. “Program” means the program created by the Province entitled Rural Economic Development Program under Order-in-Council 201/2011 , as amended.
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“Progress Update and Claim Statement” means a Report on the progress of the Project and
claim for payment of all or a portion ofthe Funds in the form set out in Schedule"E.1” ofthis Agreement.
“Project” means the undertaking described in Schedule “C” of this Agreement. “Project Approval Date” means the date set out in section B. 1. 3 of Schedule “B” of this Agreement.
“Project Completion Date” means the date that the Recipient must complete its Project under this Agreement, as set out in section B. 1.4 of Schedule “B” of this Agreement. “PSSDA” means the Public Sector Salary Disclosure Act, 1996. “Reports” means the reports set out under Schedule “E” of this Agreement.
“Requirements of Law” means all applicable statutes, regulations, by-laws, ordinances, codes, official plans, rules, approvals, permits, licenses, authorizations, orders, decrees, injunctions, directions and agreements with all authorities that now or at any time hereafter may relate to the Recipient, the Project, the Funds and this Agreement. Without limiting the generality of the
foregoing, ifthe Recipient is subjectto the BPSAA,the PSSDAor any othertype of broaderpublic sector accountability legislative provisions, those broaderpublicsector accountabilitylegislative provisions are deemed to be a Requirement 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.
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Conflict. Subject to section 8. 1 of Schedule “A” of this Agreement, in the event of a conflict between this Schedule “A” of the Agreement and any other Schedule of this Agreement, the terms and conditions set out under this Schedule “A” of the Agreement will prevail.
ARTICLE 2 REPRESENTATIONS,WARRANTIES AND COVENANTS 2. 1 General. The Recipient represents, warrants and covenants that: (a) It is, and will continue to be for the Term of this Agreement, an eligible applicant as described in the Guidelines with full power to fulfill its obligations under this Agreement;
(b) It has, andwill continueto havefor the Term ofthisAgreement, the experienceand expertise necessary to carry out the Project;
(c) It hasthefinancial resources necessaryto carry out the Project and is not indebtedto any person(s) to the extentthat that indebtednesswould underminethe Recipient’s abilityto complete the Project by the Project Completion Date;
(d) It is in compliancewith all Requirementsof Lawandwill remain in compliancewith all Requirementsof Lawforthe Term related to any aspect ofthe Project, the Fundsor both for the term of this Agreement; and
(e) Unless otherwise provided for in this Agreement, any information the Recipient provided to the Province in support of its requestfor Funds, includingany information relating to any eligibility requirements, was true and complete at the time the Recipient provided it. 2. 2 Execution of Agreement The Recipient represents and warrants that it has: (a) The full power and authority to enter into this Agreement; and (b) Taken all necessary actions to authorize the execution of this Agreement.
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- 3 Governance. The Recipient represents, warrants and covenants that it has, and will maintain, in writing, for the term of this Agreement:
(a) A code of conduct and ethical responsibilities for all persons at all levels of the Recipient’s organization;
(b) Procedures to ensure the ongoing effective functioning of the Recipient; (c) Decision-making mechanisms for the Recipient; (d) Procedures to enable the Recipient to manage the Funds prudently and effectively; (e) Procedures to enable the Recipient to successfully complete the Project; (f) Procedures to enable the Recipient to, in a timely manner, identify risks to the completion of the Project and develop strategies to address those risks;
(g) Procedures to enable the preparation and delivery of all Reports required under this Agreement; and
(h) Procedures to enable the Recipient to deal with such other matters as the Recipient considers necessary to ensure that the Recipient carries out its obligations under this Agreement.
4 Supporting Documentation. Upon request, and within the time period indicated in the Notice, the Recipient will provide the Province with proof of the matters referred to in this Article 2 of Schedule “A” of this Agreement.
5 Additional Covenants. The Recipient undertakes to advise the Province within five (5) Business Days of:
(a) Any changes that affect its representations, warranties and covenants under sections 2. 1, 2.2 or 2. 3 of Schedule “A” of this Agreement during the Term of the Agreement; and (b) Any actions, suits or other proceedings which could or would reasonably prevent the Recipient from complying with the terms and conditions of this Agreement. ARTICLE 3 FUNDSAND CARRYING OUT THE PROJECT 3. 1 Funds Provided. The Province will:
(a) Provide Funds to the Recipient up to the Maximum Funds, based on the Cost-Share Funding Percentage, for the sole purpose of carrying out the Project; (b) Provide the Funds to the Recipient in accordance with section D. 5 of Schedule “D” of this Agreement provided that the Recipient makes claims for payment of Funds in accordance with section D. 5 of Schedule “D” of this Agreement;
(c) Provide funding as long as the total combined amount of provincial and federal assistance for
the Eligible Costs actually incurred and paid by the Recipient do not exceed ninety per cent (90%) of those costs; and
(d) Deposit the Funds into an account designated by the Recipient, provided that account: (i)
Resides at a Canadian financial institution, and
(ii)
Is in the name of the Recipient.
3.2 Limitation On Payment OfFunds. Despite section 3. 1 of Schedule"A"ofthis Agreement: (a) The Province is not obligated to provide any Funds to the Recipient until the Recipient provides the insurance certificate or other proof as the Province may request pursuant to section 11. 2 of Schedule “A” of this Agreement; 7of34
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(b) The Province is not obligatedto provide any Funds until it is satisfiedwith the progress ofthe Project;
(c) The Province may adjustthe amount of Fundsit providesto the Recipientwithout liability, penalty or costs in any FundingYearbased upon the Province’sassessment ofthe information provided by the Recipient pursuant to Article 6 of Schedule “A” of this Agreement;
(d) If, pursuantto the FAA, the Provincedoes not receivethe necessary appropriationfrom the Ontario Legislaturefor payment underthis Agreement, the Province is not obligatedto make any such payment, and, as a consequence, the Province may:
(i)
Reducethe amount of Fundsand, in consultation with the Recipient, changethe Project without liability, penalty or costs; or
(ii)
Recover Funds already paid to the Recipient; or
(iii)
Terminatethe Agreement pursuant to section 13. 1 of Schedule"A"ofthis Agreement;
(e) The Provinceshall impose a Holdbackon any payment of Fundsand will not be obligatedto pay that Holdback to the Recipient until after the Province approves the Recipient’s Final Report pursuant to Article 6 of Schedule “A” of this Agreement; and
(f) The Province is not obligated to pay interest on the Holdback as described in (e) or any other payments under this Agreement. 3. 3 Use Of Funds And Project. The Recipient will:
(a) Carry out the Project in accordance with the terms and conditions of this Agreement; (b) Complete the Project by the Project Completion Date; (c) Not use the Funds for Ineligible Costs; (d) Use the Funds only:
(i)
for Eligible Costs that are necessary for the purposes of carrying out the Project; and
(ii)
for those activities set out in section D.3. 1 of Schedule"D"ofthisAgreement; and
(e) Use the Funds only in accordance with the Budget.
3.4 Province’s Role LimitedTo Providing Funds. Forgreater clarity, the Province’s, role underthis
Agreement is strictly limited to providing Fundsto the Recipientforthe purposes o<:the Project and the Province is not responsible for carrying out the Project. Without limiting the generality of the
foregoing, thefactthatthe Province may conduct reviews and/oraudits ofthe Project as provided for in this Agreement or issues directions, approves changes to the Project or imposes conditions upon an approval in accordance with the terms and conditions of this Agreement will not be construed by the Recipient as the Province having a management, decision-making or advisory role in relation to the Project. The Recipient further agrees that the Recipient will not seek to include the Province as a decision-maker, advisor or manager of the Project through recourse to a third party, court, tribunal or arbitrator.
5 Wo Changes. The Recipient will not make any changes to the Project, including to the Budget or timelines, without the prior written consent of the Province.
6 Interest Bearing Account. Ifthe Province provides Funds to the Recipient 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. The Recipient will held the Funds in trust for the Province until the Recipient needs the Funds for the Project. 8 of 34
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- 7 Recipient Earning Interest. If the Recipient earns any interest on the Funds, the Province may: (a) Deduct an amount equal to the interest from any further installment of the Funds; or
(b) Demand from the Recipient the repayment of an amount equal to the interest.
- 8 Wo Provincial Payment Of Interest. The Province is not required to pay interest on any Funds under this Agreement. For greater clarity, this includes interest on any Funds that the Province has withheld paying to the Recipient.
3.9 Maximum Funds. The Recipientacknowledgesand agreesthatthe Fundsavailableto it pursuant to this Agreement will not exceed the Maximum Funds.
- 10 Rebates, Credits And Refunds. The Recipient acknowledges and agrees that the amount of
Fundsavailableto it pursuantto this Agreement is based on the actual costs to the Recipient, less any costs, including taxes, for which the Recipient has received, will receive or is eligible to receive, a rebate, credit or refund.
- 11 Funding, Not Procurement. Forgreater clarity, the Recipientacknowledgesand agreesthat: (a) It is receiving funding from the Province for the Project and is not providing goods or services to the Province; and
(b) The funding the Province is providing under this Agreement is funding for the purposes ofthe PSSDA.
ARTICLE 4 RECIPIENT’SACQUISITION OF GOODSAND SERVICESAND DISPOSALOF ASSETS 4. 1 Acquisition. If the Recipient acquires goods or services or both with the Funds, it will:
(a) Do so through a process that is transparent, fair and promotes the best value for the money expended and at competitive pricesthat are no greaterthan fair marketvalue afterdeducting trade discounts and/or any other discounts available to the Recipient; and
(b) Comply with any Requirements of Lawthat may be applicable to how the Recipient acquires any goods or services or both. 4. 2 Contracts. The Recipient will ensure that all Contracts:
(a) Are consistent with this Agreement; (b) Do not conflict with this Agreement;
(c) Incorporatethe relevant provisions ofthis Agreementto the fullest extent possible; (d) Requirethat any partiesto those Contracts complywith all Requirements of Law; and (e) Authorize the Province to perform audits of the parties to those Contracts in relation to the
Project as the Province sees fit in connection withArticle 6 of Schedule “A"ofthis Agreement.
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- 3 Disposal. The Recipient will not, without the Province’s prior written consent, sell, lease or otherwise dispose of any asset purchased or created with the Funds or for which Funds were provided, the cost of which exceeded the amount set out in section B. 1. 5 of Schedule “B” of this
Agreement at the time of purchasewithinthe dateset out in section B.1 .6 of Schedule"B"ofthis Agreement.
ARTICLE 5 CONFLICTOF INTEREST 5.1 No Conflict Of Interest. The Recipient will carry out the Project and use the Funds without an actual, potential or perceived conflict of interest. 5. 2 Conflict Of Interest Includes. For the purposes of this Article, a conflict of interest includes any circumstances where:
(a) The Recipient; or
(b) Any person who has the capacity to influence the Recipient’s decisions, has outside commitments, relationships or financial interests that could, or could be seen to,
interferewith the Recipient’s objective, unbiasedand impartialjudgment rslating to the Project, the use of the Funds or both.
- 3 Disclosure To The Province: The Recipient will:
(a) Disclose to the Province, without delay, any situation that a reasonable person would interpret as an actual, potential or perceived conflict of interest; and
(b) Comply with any terms and conditions that the Province may impose as a result of the disclosure.
ARTICLE 6 REPORTING, ACCOUNTING AND REVIEW 6. 1 Preparation And Submission. The Recipient will:
(a) Submit to the Province at the address referred to in section B.1. 7 of Schedule “B” of this Agreement or in a manner specified by the Province, all Reports in accordance with the timelines and content requirements set out in Schedule"E"ofthis Agreement, or in a form as specified by the Province from time to time;
(b) Submit to the Province at the address provided in section B. 1. 7 of Schedule “B”, of this
Agreement or in a mannerspecified by the Province, anyother reports as may be requested by the Province in accordance with the timelines and content requirements specified by the Province;
(c) Ensure that all Reports are completed to the satisfaction ofthe Province; and (d) Ensure that all Reports are signed on behalf of the Recipient by an authorized signing officer and that the accompanying confirmation has been completed. 6. 2 Records Maintenance. The Recipient will keep and maintain:
(a) All financial records, including invoices, relating to the Funds or otherwise to the Project in a manner consistent with generally acceptable accounting principles; and
(b) All non-financial documents and records relating to the Funds or otherwise to the Project.
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6.3 Inspection. The Province, its authorized representatives or an independent auditor identified by the Province may, at their own expense, upon twenty-four (24) hours’ Notice to the Recipient during normal business hours, enter upon the Recipient’s premises to review the progress of the Project and the Recipient’s allocation and expenditure of the Funds and, for these purposes, the Province, its authorized representatives or an independent auditor identified by the Province may take one or more of the following actions: (a) Inspect and copy the records and documents referred to in section 6. 2 of Schedule “A” of this Agreement;
(b) Remove any copies made pursuantto section 6. 3(a) of Schedule"A"ofthis Agreementfrom the Recipient’s premises; and
(c) Conductan auditor investigationofthe Recipient in respect ofthe expenditure ofthe Funds, the Project or both.
6.4 Disclosure. To assist in respect of the rights set out under section 6. 3 of Schedule “A” of this Agreement, the Recipient will disclose any information requested by the Province, its authorized representatives or an independent auditor identified by the Province and will do so in the form
requested by the Province, its authorized representatives or an independent auditor identified by the Province, as the case may be.
- 5 Wo Control Of Records. No provision of this Agreement will be construed so as to give the Province any control whatsoever over the Recipient’s records.
6.6 Auditor General. For greatercertainty, the Province’s rightsto auditunderthis Article 6 ofthe Agreement are in addition to any rights provided to the Auditor General. ARTICLE 7
COMMUNICATIONS
1 Acknowledgement And Support. Unless otherwise directed by the Province, the Recipient will acknowledge the support of the Province in the form and manner set out under section B. 1. 8 of Schedule “B” of this Agreement.
2 Approvals Prior To Publication. The Recipient will submit all Project-related publications whether written, oral or visual - to the Province for the approval of the Province prior to publication. The Recipient will indicate, in all of its Project-related publications - whether written, oral or visual -
thatthe views expressed in the publication arethe views ofthe Recipientand do not necessarily reflect those of the Province.
7.3 Publication By The Province. The Recipientagreesthatthe Province may, in additionto any obligations the Province may have under FIPPA, publicly release information under this Agreement, including the Agreement itself, in hard copy or in electronic form, on the internet or otherwise.
Without limiting the generality ofthe foregoing, the types of information the Province may publicize includes:
(a) The Recipient’s name;
(b) A description of the Recipient’s Project;
(c) The amount of Funds the Recipient was approved to receive under this Agreement; and (d) The amount of Fundsthe Recipientactually received underthis Agreement.
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7.4 News Releases. The Recipientwill ensure that all news releases related to the Project and created by the Recipient:
(a) Are approved beforehand by the Province and
(b) Includequotes from the Province, unless the Province declinesto participate. 7. 5 News Conferences. The Recipient will notify the Province in a timely manner of any planned news
conferences organized by the Recipient to facilitate the attendance of the Province. The date for the news conference and other logistical considerationswill be negotiated betweenthe Province and the Recipient.
ARTICLE 8 ADDITIONAL TERMS AND CONDITIONS
- 1 Additional Terms And Conditions. The Recipient will comply with any Additional Terms and Conditions set out under section B. 2 of Schedule “B” of this Agreement. In the event of a conflict or
inconsistency between any of the requirements of the Additional Terms and Conditions and any requirements of this Schedule “A” of the Agreement, the Additional Terms and Conditions will prevail. ARTICLE 9
DISCLOSUREOF INFORMATION PROVIDEDBY RECIPIENT
- 1 FIPPA. The Recipient acknowledges that the Province is bound by the FIPPAand undertakes to perform its obligations under this Agreement in a manner that ensures that the Province is not in breach of its obligations under FIPPA.
9.2 Disclosure Of Information. Any information provided to the Province in connection with the
Project or otherwise in connection with thisAgreement may be subjectto disclosure in accordance with FIPPAand any other Requirements of Law. ARTICLE 10 INDEMNITY
10.1 Indemnlfication. The Recipient hereby agrees to indemnify and hold harmless the Indemnified Parties from and against any and all direct or indirect liability, loss, costs, damages and expenses
(including legal, expert and consultantfees), causes ofaction, actions, claims, demands, lawsuits or other proceedings, by whomever made, sustained, incurred, brought or prosecuted, in any way
arising out of or in connection withthe Project or otherwisein connectionwiththis Agreement, unless solely caused by the gross negligenceorwilful misconductofthe Province.
10.2 Recipient’s Participation. The Recipientwill, at its expense, to the extent requested bythe Province, participate in or conductthe defenceof any proceeding againstany IndemnifiedParties and any negotiations for their settlement.
10.3 Province’s Election. The Province may elect to participate in or conduct the defence of any
proceeding by providing Noticeto the Recipientofsuch election without prejudiceto anyother rights or remedies ofthe Province under this Agreement, at law or in equity. Each Party participating in the defence will do so by actively participating with the other’s counsel.
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10.4 Settlement Authority. The Recipient will not enter into a settlement of any proceeding against any Indemnified Parties unless the Recipient has obtained the prior written approval of the Province. If
the Recipient is requested by the Province to participate in or conduct the defence of any proceeding, the Province, as the case may be, will co-operate with and assist the Recipient to the fullest extent possible in the proceeding and any related settlement negotiations.
- 5 Recipient’s Co-operation. Ifthe Province conducts the defence of any proceedings, the Recipient will co-operatewith and assistthe Province, as the case may be, to the fullest extent possible in the proceedings and any related settlement negotiations. ARTICLE 11 INSURANCE
- 1 Recipient’s Insurance. The Recipient represents and warrants that it has, and will maintain for the
Term of this Agreement, at its own cost and expense, with insurers having a secure A. M. Best rating of B+ or greater, or the equivalent, all 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 two million dollars ($2, 000, 000. 00) per occurrence. The policy will include the following:
(a) The Indemnified Partiesas additional insuredswith respectto liabilityarising in the course of performance ofthe Recipient’s obligations under, or otherwise in connection with, the Project or under this Agreement; (b) A cross-liability clause;
(c) Contractual liability coverage; and (d) A thirty (30) day written notice of cancellation provision.
- 2 Proof Of Insurance. The Recipient will provide the Province with certificates of insurance, or other proofasthe Province may requestwithinthe time limit set out in that request, that confirmsthe insurancecoverage as required under section 11. 1 of Schedule"A"ofthis Agreement. Upon the request of the Province, the Recipient will make available to the Province a copy of each insurance policy.
ARTICLE 12 TERMINATION ON NOTICE
- 1 Termination On Notice. The Province may terminate theAgreement at anytime without liability, penalty or costs upon giving at least thirty (30) days’ Notice to the Recipient.
12.2 Consequences OfTermination On Notice By The Province. Ifthe Provinceterminates this
Agreement pursuantto section 12. 1 of Schedule"A” ofthisAgreement, the Province may take one or more of the following actions:
(a) Direct that the Recipient does not incur any costs for the Project that are Eligible Costs under this Agreement without the Province’s prior written consent; (b) Cancel any further payments of the Funds;
(c) Demand the repayment of any Funds remaining in the possession or under the control ofthe Recipient; and
(d) Determine the reasonable costs for the Recipient to wind down the Project, and do either or both of the following: 13of34
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(i)
Permit the Recipient to offset such costs against the amount owing pursuant to section 12. 2(b) of Schedule “A” of this Agreement; and
(ii)
Subject to section 3. 9 of Schedule “A” of this Agreement, provide Funds to the Recipient to cover such costs.
ARTICLE 13
TERMINATION WHERE NO APPROPRIATION 13. 1 Termination Where No Appropriation. If, as provided for in sections 3. 2(d) of Schedule “A” of this
Agreement, the Province does not receive the necessary appropriationfrom the Ontario Legislature for any payment the Province is to make pursuant to this Agreement, the Province may terminate
the Agreement immediatelywithout liability, penalty or costs by giving Noticeto the Recipient. 13.2 Consequences OfTermination WhereNo Appropriation. Ifthe Provinceterminates this Agreement pursuantto section 13. 1 of Schedule"A"ofthis Agreement, the Province may take one or more of the following actions: (a) Cancel any further payments of the Funds;
(b) Demandthe repayment of any Fundsremaining in the possession or underthe control ofthe Recipient; and
(c) Determinethe reasonablecosts for the Recipientto winddownthe Project and permitthe Recipient to offset such costs against the amount owing pursuant to section 13. 2(b) of Schedule “A” of this Agreement.
- 3 Wo Additional Funds. For greater clarity, if the costs determined pursuant to section 13. 2(c) of
Schedule"A" ofthis Agreement exceedthe Funds remaining in the possession or underthe control of the Recipient, the Province will not provide additional Funds to the Recipient. ARTICLE 14 EVENT OF DEFAULT, CORRECTIVE ACTION AND TERMINATION FOR DEFAULT 14. 1 Events Of Default. Each of the following events will constitute an Event of Default:
(a) In the opinion ofthe Province, the Recipient breachesany 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 this Agreement: (i)
Carry out the Project;
(ii)
Use or spend the Funds;
(iii)
Provide, in accordance with section 6. 1 of Schedule “A”, Reports or any such other reports as may have been requested pursuant to section 6. 1 (b) of Schedule “A”, under this Agreement; or
(iv)
The Recipientfails to follow any directionsthat the Province provides underthis Agreement.
(b) The Recipient’s operations, or its organizational structure, changes such that it no longer meets one or more ofthe eligibility requirements ofthe Program underwhichthe 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 or an order adjudging the Recipient bankrupt, or applies for the appointment of a receiver; or (d) The Recipient ceases to operate. 14 of 34
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- 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) Suspendthe payment of Fundsfor such a period as the Province determines appropriate; (d) Reducethe amount of Funds by an amountthe Provincedetermines is appropriate, acting reasonably;
(e) Cancel any further payments of the Funds; (f) Demand the repayment of any Funds remaining in the possession or under the control of the Recipient;
(g) Demand the repayment of an amount equal to any Funds the Recipient used, but did not use in accordance with the terms and conditions of this Agreement; (h) Demand the repayment of an amount equal to any Funds the Province provided to the Recipient, even though the Project is partially completed; and
(i) Terminate this Agreement at any time, including immediately, without liability, penalty or costs to the Province upon giving Notice to the Recipient.
3 Opportunity To Remedy. If, in accordance with section 14.2(b) of Schedule “A” of this Agreement, the Province provides the Recipientwith an opportunity to remedy the Event of Default, the Province will provide Notice to the Recipient of: (a) The particulars of the Event of Default; and (b) The Notice Period.
4 Recipient Not Remedying. Ifthe Province has provided the Recipient with an opportunity to remedy the Event of Default pursuantto section 14.2(b) ofSchedule"A" ofthis Agreement, and; (a) The Recipient does not remedy the Event of Default within the Notice Period;
(b) It becomes apparent to the Province that the Recipient cannot completely remedy the Event of Default within the Notice Period; or
(c) The Recipient is not proceeding to remedy the Event of Default in a way that is satisfactory to the Province;
the Province may extend the Notice Period, or initiate any one or more of the actions provided for in sections 14. 2(a), (c), (d), (e), (f), (g), (h) and (i) of Schedule"A"ofthis Agreement. 14. 5 When Termination Effective. Termination under this Article 14 of Schedule “A” of this Agreement will take effect as set out in the Notice.
ARTICLE 15 FUNDSAT THE END OF A FUNDING YEAR
- 1 Funds At The End OfA FundingYear. Withoutlimiting any rights ofthe Province underArticle 14 of Schedule"A" ofthis Agreement, ifthe Recipienthas not spent all ofthe Fundsallocated forthe
FundingYearas provided for in the Budget, the Province maytake one or both ofthe following actions:
(a) Demand the return of the unspent Funds;and
(b) Adjustthe amount of anyfurther payments of Fundsaccordingly. 15 of 34
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ARTICLE 16
FUNDS UPON EXPIRY 16. 1 Funds Upon Expiry. The Recipient will, upon the expiry of the Agreement, return to the Province any Funds remaining in its possession or under its control. ARTICLE 17 REPAYMENT
- 1 Repayment Of Overpayment. If at any time during the Term of this Agreement the Province
provides Fundsin excess ofthe amountto whichthe Recipientis eligibleto receive underthis Agreement, the Province may:
(a) Deductan amount equal to the excess Fundsfrom any further payments ofthe Funds; or (b) Demandthatthe Recipient pay an amountequal to the excess Fundsto the Province. 17. 2 Debt Due. If, pursuant to this Agreement:
(a) The Province demands the payment of any Funds or an amount equal to any Funds from the Recipient; or
(b) The Recipientowes any Fundsor an amountequal to any Fundsto the Province, whetheror not their return or repayment has been demanded by the Province, such Funds or other amount will be deemed to be a debt due and owing to the Province by the Recipient and the
Recipientwill pay or return the amountto the Province immediately, unless the Province directs otherwise. Forgreater clarity, in the event thatthe Recipientmakes an assignment, proposal, compromise or arrangement for the benefit of creditors or a creditor makes an application for an order adjudgingthe Recipient bankruptor appliesforthe appointment ofa receiver, this section 17. 2 of Schedule “A” of this Agreement will not affect any Funds that the Recipient is
holding in trust for the Province undersection 3.6 of Schedule"A" ofthis Agreement. 17. 3 Interest Rate. The Province may charge the Recipient interest on any money owing by the
Recipientat the then current interest rats charged by the Province of Ontario on accounts receivable.
17.4 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 referred to in section 18. 1 of Schedule “A” of this Agreement.
5 Repayment. Without limiting the application of section 43 of the FAA, if the Recipient fails to repay any amount owing under this Agreement, Her Majesty the Queen in Right of Ontario may deduct any unpaid amount from any money payable to the Recipient by Her Majesty the Queen in Right of Ontario.
6 Funds Are Part Of A Social Or Economic Program. The Recipient acknowledges and agrees
that any Funds provided underthis Agreement are for the administration of social or economic programs or the provision of direct or indirect support to members ofthe public in connection with social or economic policy.
ARTICLE 18 NOTICE 16 of 34
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18.1 Notice In Writing And Addressed. Notice will be in writing and will be delivered by email, postage-paidmail, personal delivery orfaxand will be addressedto the Province and the Recipient respectively as set out in section B.1.9 of Schedule"B"ofthisAgreement or as either Party later designates to the other by Notice. 18. 2 Notice Given. Notice will be deemed to have been given: (a) In the case of postage-paid mail, five (5) Business Days after the Notice is mailed; or
(b) In the case ofemail, personal delivery or fax, one (1) Business Day afterthe Notice is delivered.
18.3 Posta/ Disruption. Despite section 18. 2(a) of Schedule “A” of this Agreement, in the event of a postal disruption,
(a) Notice by postage-prepaid mail will not be deemed to be received; and
(b) The Party giving Noticewill provide Notice by email, personal delivery or fax. ARTICLE 19 CONSENT BY PROVINCEAND COMPLIANCE BY RECIPIENT
- 1 Consent. When the Province provides its consent pursuant to this Agreement, that consent will not be considered valid unless that consent is in writing and the person providing that consent indicates
in the consentthat that person hasthe specificauthorityto providethat consent. The Province may
also impose any terms and conditions on such consent and the Recipient will comply with such terms and conditions.
ARTICLE 20 SEVERABILITY OF PROVISIONS
1 Invalidity Or Unenforceability OfAny Provision. The invalidityor unenforceabilityof any provision in this Agreement will not affect the validity or enforceability of any other provision ofthis Agreement. Any invalid or unenforceable provision will be deemed to be severed. ARTICLE 21 WAIVER
1 Waivers In Writing. Ifa Partyfailsto comply with any term or condition ofthis Agreement that Party may only rely on a waiver ofthe other Party if the other Party has provided a written waiver in
accordancewith the Notice provisions in Article 18 of Schedule"A"ofthis Agreement. Anywaiver must refer to a specific failure to comply and will not have the effect ofwaiving any subsequent
failures to comply. For greater clarity, where the Province chooses to waive a term or condition of
thisAgreement such waiverwill only be binding if provided by a person who indicates in writing that he or she has the specific authority to provide such a waiver.
ARTICLE 22 INDEPENDENTPARTIES
- 1 Parties Independent. The Recipient acknowledges and agrees that it is not an agent, joint yenturer partner or employee ofthe Province and the Recipientwill not representitself1n anyway 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.
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ARTICLE 23 ASSIGNMENT OF AGREEMENT OR FUNDS
1 No Assignment. The Recipientwill not, withoutthe priorwritten consent ofthe Province, assign any of its rights or obligations under this Agreement.
2 Agreement Binding. All rights and obligations contained in this Agreement will extend to and be binding on the Parties’ respective heirs, executors, administrators, successors and permitted assigns.
ARTICLE 24 GOVERNING LAW
- 1 Governing Law. This 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
applicablefederal laws of Canada. Any actions or proceedings arising in connection withthis
Agreement will be conducted in the Courts of Ontario, which will have exclusive jurisdiction over such proceedings.
ARTICLE 25 FURTHER ASSURANCES
- 1 Agreement Into Effect. The Recipient will provide such further assurances as the Province may
requestfrom time to time with respectto any matter to whichtheAgreement pertains andwill
otherwise do or cause to be done all acts or things necessary to implement and carry into effect the terms and conditions of this Agreement to their full extent. ARTICLE 26
JOINTAND SEVERAL LIABILITY
- 1 JointAnd Several Liability. Where the Recipient comprises more than one entity, all such entities
will bejointly and severally liableto the Provinceforthe fulfillment ofthe obligations ofthe Recipient under this Agreement,
ARTICLE 27 RIGHTS AND REMEDIES CUMULATIVE
- ‘? RightsAnd Remedies Cumulative. The rights and remedies ofthe Province underthis Agreement are cumulative and are in addition to, and not in substitution of, any of its rights and remedies provided by law or in equity.
ARTICLE 28 ACKNOWLEDGMENT OF OTHER LEGISLATION AND DIRECTIVES
- 1 RecipientAcknowledges. The Recipientacknowledgesthat:
(a) By receiving Funds it may become subject to legislation applicable to organizations that receivedfundingfrom the Government of Ontario, includingthe BPSA4, the PSSDAandthe Auditor Genera/ Act;
(b) Her Majesty the Queen in Right of Ontario has issued expenses, perquisites and procurement directives and guidelines pursuant to the BPSAA; and
(c) Itwill comply with any such legislation, including directives issued thereunder, to the extent applicable. 18 Of34
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ARTICLE 29 JOINTAUTHORSHIP 29. 1 Joint Authorship Of Agreement The Parties will be considered joint authors of this Agreement and no provision herein will be interpreted against one Party by the other Party because of authorship. No Party will seek to avoid a provision herein because of its authorship through recourse to a third party, court, tribunal or arbitrator.
ARTICLE 30 FAILURETO COMPLYWITH OTHER AGREEMENT 30. 1 Other Agreements. If the Recipient: (a) Has committed 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 under this Agreement without liability, penalty or costs for such period as the Province determines appropriate.
ARTICLE 31 SURVIVAL 31. 1 Survival. The provisions of this Agreement that by their nature survive the expiration or early termination of this Agreement will so survive for a period of seven (7) years from the date of expiry or termination. Without limiting the generality of the foregoing, the following Articles and sections, and all applicable cross-referenced sections and schedules will continue in full force and effect for a period of seven (7) years from the date of expiry or termination: Articles 1 and any other applicable
definitions, 9, 10, 17, 18, 20, 21, 24, 25, 27 and 29 as well as sections 3.2(d), 3.2(e), 3.4, 3.9, 3. 10, 3. 11, 6. 1 (to the extent that the Recipient has not provided the Reports to the satisfaction of the
Province), 6. 2, 6. 3, 6. 4, 6. 5, 6. 6, 12. 2, 13. 2, 14. 1, 14. 2, 14. 4 of Schedule “A” of this Agreement and any cross-referenced Schedules therein as well as any other provision in this Agreement that specifically sets out it will survive the expiration or early termination of this Agreement. Despite the
above, section 4. 3 of Schedule “A” shall survive for a period of two (2) years from the date of expiry or termination of this Agreement.
ARTICLE 32 BPSAA 32. 1 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 BPSA4 will prevail.
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SCHEDULE"B" OPERATIONAL REQUIREMENTS AND ADDITIONAL TERMS AND CONDITIONS B. 1
OPERATIONALREQUIREMENTS
B. 1.1 Effective Date. The Effective Date of this Agreement is:
December 13, 2019
B. 1.2 Expiration Date. The Expiration Date of this Agreement is:
December 31, 2022
B.1.3 Project Approval Date. The ProjectApproval Date is the same as the EffectiveDate. B. 1. 4 Project Completion Date. The Project Completion Date is:
December 31, 2021
The Project Completion Date may be extended at the request ofthe Recipient by up to 6 months, provided that:
(a)
the proposed extended date falls within the same Funding Year as the current Project Completion Date, and is at least 6 months prior to the Expiration Date
(b) (c)
the request is made in writing to the address in s. B.1. 7; and the request is approved by the Province in writing.
Extensionsofthe Project Completion Date into another FundingYear, or whichwould result in the Project Completion Date not being at least 6 months priorto the ExpirationDatewill require a written amendment to this Agreement duly executed by the Parties.
B. 1.5 Disposal Of Assets. The amount for the purposes of section 4. 3 of Schedule “A” ofthis Agreement is fifty thousand dollars ($50, 000. 00) unless Ontario’s contribution is less than twenty five thousand dollars ($25, 000.00) in which case section 4.3 of Schedule"A"ofthis Agreement does not apply.
B. 1. 6 Asset Retention Time Period. For the purposes of section 4. 3 of Schedule “A” of this
Agreement the Recipient will retain the asset(s) for two (2) years from the date that the Project is completed.
B. 1.7
Submission Of Publications For Approval And Reports. All Reports and Project-related publications under this Agreement shall be submitted to: Name: Ontario Ministry of Agriculture, Food and Rural Affairs Address:
Rural Programs Branch 4th Floor NW, 1 Stone Road West
Guelph, Ontario N1G4Y2 Attention:
Jane Widdecombe, Manager
Email:
RED@ontario. ca
or any other person identified by the Province in writing.
B. 1.8 Recognition Of Provincial Support: The Recipient shall include on all Project-related publication - whether written, oral or visual - graphic identifiers of the Program or a tag line which recognizes the support provided by the Program. This recognition is subject to approval by the Province under section 7. 2 of Schedule “A” of this Agreement
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B.1.9 Providing Notice. All Notices under this Agreement shall be provided to:
Name: Address:
The Province:
The Recipient:
Ontario Ministry of Agriculture,
The Corporation of the Township of South
Food and Rural Affairs
Frontenac
Rural Programs Branch PO Box 100, 4432 George Street 4th Floor NW, 1 Stone Road West Sydenham, Ontario KOH 2TO
Guelph, Ontario N1G4Y2 Attention:
Carolyn Hamilton, Director
Neil Carbone, Chief Administrative Officer
Email:
RED@ontario. ca
ncarbone@southfrontenac. net
or any other person identified by the Parties in writing through a Notice. B. 2
ADDITIONAL TERMS AND CONDITIONS
B. 2. 1
Notice OfRecipient’s Insolvency. The Recipient will: (a) Provide the Province with Notice at least five (5) Business Days prior to making an assignment, proposal, compromise or arrangement for the benefit of its creditors and will not
incur any additional costs for the Project under this Agreement without the Province’s prior written consent from the date the Notice is sent to the Province; and
(b) Provide the Province with Notice within five (5) Business Days of a creditor providing the
Recipientwith a notice ofan intentto enforcesecurity or applying for an order adjudgingthe Recipient bankrupt or the appointment of a receiver, and will not incur any additional costs under this Agreement without the prior approval of the Province from the date that the Recipient received notice of the creditor’s action.
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SCHEDULE"C" PROJECT DESCRIPTION C. 1
PROJECT NAME
Open for Business South Frontenac: Streamlining Development Approvals for Rural Economic Growth
C. 2
PROJECT STREAM Economic Diversification and Competitiveness Stream
C. 3
PROJECT OBJECTIVE Township of South Frontenac will receive up to $139 208. 00 for improvements to the building development approvals process through ths implementation of new technology and the integration of the municipality’s systems and software.
C. 4
ACTIVITIES
Advertising/marketing of new systems - project related costs IPads - minor capital IT costs - incremental
Land management software and support - project related software Laptop - minor capital
Project managerto implement software - wageson project related activities Workshop/course
All activities identified above will be completed by the Project Completion Date identified under section B. 1. 4 of Schedule “B” of this Agreement.
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SCHEDULE"D" PROJECT FINANCIALINFORMATION D. 1
FUNDING INFORMATION
D. 1. 1
Cost-Share Funding Percentage. The Cost-Share Funding Percentage is fifty per cent (50%) of incurred paid Eligible Costs up to the Maximum Funds. The percentage noted above is rounded to a whole number. Note that for payment purposes the percentage is calculated to 10 decimal places and is based on the Maximum Funds against the ProjecFs Total Eligible Costs.
D. 1. 2
“Maximum Funds”. The Maximum Funds the Recipient is eligible to receive from the Province under this Agreement is $139, 208. 00
D.1. 3
Ho/oUiack. The Holdbackwill be up to ten per cent (10%) of Maximum Funds from the final payment of Funds made under this Agreement.
D.2
INCURRING ELIGIBLECOSTS
D. 2. 1
Incurring Eligible Costs. The Recipient will incur Eligible Costs in accordance with the following chart and no later than by the Project Completion Date.
TOTAL ELIGIBLECOSTS TO BE INCURRED BY QUARTER WITHIN FUNDINGYEAR QUARTER 1
QUARTER 2
QUARTER 3
QUARTER 4
(APR. - JUN.)
(JUL.- SEP.)
(OCT.- DEC.)
(JAN.- MAR.)
2019-20
$0. 00
$0.00
$150,473. 00
2020-21
$19, 251. 00
$0.00 $16, 251. 00
$25, 167. 00
2021-22
$16, 251. 00
$16, 251. 00
$16, 521. 00
$18,251. 00 $0. 00
FUNDING YEAR
TOTAL ELIGIBLE COSTS UP TO
D.3
BUDGET
D. 3. 1
The Budget. The Budget for the Project is set out in the following chart:
TOTAL
$150,473. 00 $78, 920. 00 $49, 023. 00
$278,416. 00
EUGIBLE COST FTEM 1.
Advertising/marketing of new systems - project related costs
IPads - minor capital
IT costs - incremental
Land management software and support - project related software
Laptop - minor capital
Project manager to implement software - wages on project related activities
- IWorkshop/course TOTAL ELIGIBLE COSTS UP TO
D. 3. 2
$278,416.00
Project Financing For Eligible Costs. The Financing for the Project is set out in the following chart:
PROJECT FINANCING RED Funding Corporation of the Township of South Frontenac
$ AMOUNT $139, 208. 00 $71, 354. 00 23 of 34
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Corporation of the County of Frontenac
$5, 000. 00
Other Government Funding
$62, 854. 00 TOTAL ELIGIBLE COSTS
$278, 416. 00
D. 4
CLAIM SUBMISSION DEADLINES
D.4. 1
Claim Submission Deadlines. The Recipient shall submit requests for payment as follows:
(a) a completed Progress Update and Claim Statement form shall be submitted no later than the date that is half-way between the Effective Date and the Project Completion Date;
(b) additional requests for payment may be made at any time by submitting a completed Progress Update and Claim Statement form;and (c) the final claim statement shall be submitted on a completed Progress Update and Claim Statement form within 3 months after the Project Completion Date.
In addition to the rights of the Province under this Agreement, including under section 3. 2 of Schedule A, the Province reserves the right not to pay the claim if the Recipient does not
submit a Progress Update and Claim Statement form in accordance with subsections D4. 1(a) or (b), or if a claim is submitted after the Province has approved the Final Report. D.5
PAYMENT OF FUNDS
- 1
Payment Of Funds. Subject to the terms and conditions of this Agreement, the Recipient will incur Eligible Costs in accordance with the following chart (Column B) and the Province will pay Funds to the Recipient in accordance with the following chart (Column C):
FUNDINGYEAR(A)
ELIGIBLE COSTS BY
MAXIMUM FUNDS BY
FUNDINGYEAR(B)
FUNDINGYEAR(C)
2019-20
$150, 473. 00
$75, 236. 50
2020-21
$78, 920. 00
$39, 460. 00
2021-22
$49, 023. 00
$24, 511. 50
$278,416. 00
$139,208. 00
TOTAL
D.6
ELIGIBLECOSTS
D. 6. 1
Eligible Costs. Eligible Costs are those costs that are:
(a) incurred by the Recipientin the Province of Ontarioon or afterthe Effective Date and on or before the Project Completion Date; (b) paid by the Recipient to an Arm’s Length third party;
(c) consistent with the applicable list of Eligible Costs set out in the Guidelines from time to time;
(d) if related to travel or meals, are consistent with the requirements for travel and meal costs set out in section D. 8; and
(e) in the Province’s sole and absolute discretion, directly attributable and necessary for the successful completion of the Project and properly and reasonably incurred, paid or reimbursed by the Recipient.
When purchasing goods or services for the Project, Recipients must follow a process that is transparent and fair, that promotes the best value for the money expended and is at competitive prices that are no greater than the fair market value, including when retaining consultants and contractors.
The Province may in its sole and absolute discrstion approve other costs as Eligible Costs if such costs are, in the Province’s sole and absolute discretion, directly attributable and
necessary for the successful completion of the Project and such costs are approved in writing by the Province prior to being incurred and paid. 24 of 34
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D.7
INELIGIBLECOSTS
D.7. 1
Ineligible Costs. Ineligible Costs are any costs that do not meet the requirements for Eligible Costs in section D.6. 1 or were not approved by the Province in writing before the Recipient incurred the costs or are costs that are identified as “Ineligible Costs” in the Guidelines from time to time. Ineligible Costs are not eligible for funding under this Agreement.
D.8
TRAVELAND MEAL COSTS In order to be considered Eligible Costs, travel and meal costs must be identified in section D. 3. 1 and must be incurred only by persons who were hired to work 1 00 per cent of their time on the Project and whose position is funded by the Funds.
D.8. 1
Public Transit. Local public transportation including hotel/airport shuttles must be used wherever possible. A transit pass or passes, must be purchased where available and appropriate.
D.8.2
Rental Vehicles. The lowest cost model should be rented. Any exceptions must be documented and approved prior to the rental; and should be guided by the principle that the rental vehicle is the most economical and practical size, considering the business purpose, number of occupants, safety (including weather) considerations and any reasonable accommodation requirements. Luxury and premium vehicles are not permitted. To avoid higher gasoline charges, the rental car should be refueled before returning it
- 8.3
Personal Vehicle. If using a personal vehicle, daily logs must be kept to track the business use, with distances calculated in kilometers. The current rates for travelling (per kilometer) in a personal vehicle, based on kilometers accumulated from April 1 of each Funding Year, are as follows:
(a) From 0 - 4, 000 km; $0. 40 in Southern Ontario and $0. 41 in Northern Ontario; (b) From 4, 001 - 10, 700 km; $0. 35 in Southern Ontario and $0. 36 in Northern Ontario; (c) From 10, 701 - 24, 000 km; $0. 29 in Southern Ontario and $0. 30 in Northern Ontario;
(d) More than 24, 000 km; $0.24 in Southern Ontario and $0.25 in Northern Ontario; and (e) Necessary expenditures for parking, tolls for bridges, ferries and highways are eligible. If 200 km or more will be driven a day, use of a rental vehicle is required.
D.8.4
Parking. Necessaryand reasonableparking expenses incurredwhile conducting Projectrelated activities.
D.8.5
Air and Rail Travel. Air and rail travel must be the most practical and economicalwayto travel. The lowest fare available is the standard. Business class is only appropriate on a train in limited circumstances such as; (a) The need to work with a team:
(b) Choosing a travel time that allows you to reduce other expenditures or accommodation; (c) Accommodation requirements; and (d) Health and safety requirements
D.8. 6
Taxis and Ride-hailingServices. Taxis and ride-hailingservices may bejustified in cases where:
(a) group travel is more economical than the total cost of individuals travelling separately by public transit or shuttle; or
(b) there is an unusually tight schedule for meetings
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D. 8.7
Accommodations. Reimbursement can be made for single accommodation in a standard room. Reimbursement for hotel suites, executive floors or concierge levels is not permitted. To lower the costs of accommodation, consideration should be given to accommodation outsids of downtown areas. Penalties incurred for non-cancellation of guaranteed hotel reservations are
not Eligible Costs. Private stays with friends or family are acceptable, and a cash payment or gift may be provided to the friends or family. A maximum of $30 per night is allowed for accommodation including any meals with friends or family, in lieu of commercial accommodation. The $30 value may be given in the form of a small gift (which must be accompanied by a receipt) or by cash or cheque.
D. 8.8
Telecommunication While Travelling. Audio or video conferencing should be considered as an alternative to travel. Whenever possible, the least expensive means of communications should be used while travelling, such as calling card.
D. S. 9
Meals While Travelling. Alcohol cannot be claimed and will not be reimbursed as part of a travel or meal expense. Taxes and gratuities are included in the meal rates. Reimbursement is for food eaten in a restaurant or for the purchase of prepared food only. Meal Rates in Canada: (include taxes and gratuities) Meals
Maximum Amount
Breakfast Lunch
$10.00 $12.50
Dinner
$22. 50
These rates should also be used as the maximum amount per person for any centrally purchased meals.
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SCHEDULE “E” REPORTING E.1
Reporting Requirements. Reports shall be provided as set out in the table below. Reports are not considered delivered until reviewed and approved by the Province. Name of Report Progress Update and Claim Statement
Due Date
The Progress Update and Claim Statement will be completed in the form set out in Schedule “E. 1” and shall be submitted no later
than the date that is half-way between the Effective Date and the Project Completion Date. A Progress Update and Claim Statement form must be submitted even where the amount claimed is zero, unless the Recipient has submitted the Final Report. Final claim
The final claim is to be completed and submitted to the Province within three (3) months of the Project Completion Date using the Progress Update and Claim Statement
form (Schedule"E. 1"). Final Report
The Final Report in the form set out in Schedule “E. 2” is to be completed and submitted to the Province on or before:
April 30, 2022 Other Reports
As directed by the Province.
Any other Report regarding the Project that the Province requests.
[REST OF PAGE INTENTIONALLYLEFT BLANK - SCHEDULE “E.1” FOLLOWS
THEN SCHEDULE"E.2" FOLLOWSTHAT]
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Schedule “E-1” Rural Economic Development Program
Ontario 0
Progress Update and Claim Statement
Part 1 - Prajfect liffnnmafion
FileNo,: REDS -
IThis SchftlikB ‘E.’l" rust 1» subCTitiedtiy ss’wYi, rr. aK, coarser,
lOrpersonaltieR’. eryta the aedrsss r&ferred toir Secton B. t.7
|;TSclBdu;e3"cftt:BAsrBaDart.
Profect T:tia;
Part 2 - Sec^4snt hlonnatton ITelaptaons; l££3al!L
Legs’Name of Recipient <musf matEh the ie&al nam6|P:o;Bct Raprasentalive: on th 6 Aore e “nentl:
itSBt’)clwteait;nvc<ce3estedmParts.
Part 3-Certification ‘S. TheiRfc.‘matic. iFTwidBd’ie-eip and. n an; docij msnt attadiad is accurate and complete, and &eirtif r^iedupon b: the Province to pnrflde Finds in respadol the Projec);
|Pteasesul»iBftan^actTenEcE](ce;=cp;offfilsc5rapleted Scfiedute.
2, ThB%ec’pe^isLicflrnp7an:ai.ffi ^; ofri&terr^ anCconffltiorw frfthe GontributinnAgraemeirtforths Pro^d<AafeBanenHanc’thePfplertis being earnedout maKOTdancenithall iR6adi. ‘‘9mer>ts cf Law:
|3. The Project as descr!i»d in fr. e ^reemert wll re eomaifited b/“18 ^‘cjac ComplflS in Date as set o^‘tin the respecUue schedule of theAgrsement;
|4.“Tr’erc ITSBbsen ^o ovBfisp offuocB’i3f3ft’’.e F’oladtinilerfl’is Aoreementa”>d’hetotalamountcfcorriEins-JIproMinc’alandfedef^handingdoasTiotexceed90tt cffte totalEl;si e Costs sdja;^ lincurre^ ansi pald &/t*ia R&cip:9nt |5 Al; costs iistad h Far:6 e-e E?1gii>(e Gcats aid r-aw &BBP’.. icurrad and paiiiio full in aooordanca with the terms ofthSrtgreenapi;
Tofeqvwtacwss to th»Ots^i»ClaSwfWa< please wc»i! i its at: REDSoiSwto. ca '
iS. No F.i.-‘its we’a used *a’;^Bli!:!ai& Casis:
|7. T.liera lavaltBBiinooverpa^menSsis’lt’eP-OMi’^eorsrysfterorggnizatianorgsve.
’nmantanai |AB capiiaBzed terms have the ineanfng assigned to them in IthaCoBtraxiSBnftflreement for the Project
|8. The unde’sigisd Donfirms tha s’a^‘nents set aut in pa’agraplis 1 to 7 skws are true and accurate se o*(he da’a sat airt beiaw. 3a’e
Si3"atL ra
Pert < -Ctafro igtormntiot)
Pet’csiCcva’edbythiSCiaim:
IFinal Claim-VesifNc:
Parts- Project Progness Upsiate Piaasa note that this oroa israa umtote secfon must b« ctNnptatodffl order for ttw Pr<)viiH:»to process . M^riwats. ualasa ttw is yocr fmal clnmand you are satmiItth^thB Final R^»^ Agree-nert Start
|P-ojBriCcfr. F!Bt;:i Daie Itasps’Asreenent)
;33ie mmm - dd - yyyy
mmrr - dd - yyyy
EtpsctedCoFTpiet’cnDateaf Projec;
“"TT
- cd - yyyy
la Uia projsct on track-Yesftjo: fffYes: pfE»td9 troerasE details to ctate and describe what has been completedorachiewtiAjrtnsthe period. ityfiip. -svicfaanexplaTiationanstcietailsastow^and contact yourProjsctAnal/stto discuss potential impaets and acSons to ’esoM&O. a. snanees to wofTplan, completlcn dale etc.)
Yes / No:
liMfl Casts Itfllna dafnnad for retmt>ursemert Dates of
PEPCdcfin’rfdice
lnvcice
‘VYYYAlFABDi
Vendor Mane
(TVYYfUMiDS/
Bu^e’. -ElitfMe Cost Stem (Schediils -3. 3i” of ihe nafeerre.iF
Net Claim Amoiint
‘,Vo’’ltDescripticn
I’r. ‘cice Amount
;:ess !ax;
Paid fesfNo’
Method of Pa.ment ie.s cheque it,
‘/ISA)
RED5-09115
SCHEDULE “E.2” FINAL REPORT File No.: Project Title: Project Completion Date: Date of Final Report: Project Recipient: Final Report is to be completed and submitted to the Province on or before the ‘Final Report Due’
identified under section E. 1 of Schedule “E” of this Agreement between the Recipient and Her Majesty the Queen in right of Ontario as represented by the Minister of Agriculture, Food and Rural Affairs
(“OMAFRA”) with respect to the project (the “Agreement”) All capitalized terms used in this Final Report have the meaning assigned to them in the Agreement unless they are defined differently in this Final Report.
Please contactyour ProjectAnalystshouldyou haveany questionswhen completing this Final Report. Section 1
Project Details Wasthe Project completed as describedin ScheduleC ofthe Agreement? a
Yes
a
NO
Project Variances (if applicable)
Ifthe Project was not completed as described in Schedule C of the Agreement, please describe the variances below (e. g. variances in project scope, schedule, spending etc. ) and provide a rationale for the variances.
Section 2 Benefits and Outcomes In your application you indicated that the project would provide certain benefits and have certain outcomes. Please report on each of these as indicated below. 2. 1
Project Benefits
Describe how the Project directly benefited rural Ontario. Include impacts the project had across multiple communities, sectors and across parts of a value chain.
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RED5-09115
- 2
Economic Barriers
Describe how the Project reduced and/or removed existing barriers to economic development and reference any plans or studies where these have been identified (include both the number and description).
of barriers addressed:
Description of barriers:
- 3
Sustainability
Describe how the project’s outcomes have/will continue to contribute to longer-term economic development outcomes after the RED program funding has ended.
- 4
Project Oversight
Describe the resources and skills used to manage and complete your project (including previous project management experiences).
- 5
Outcomes
Please enter a brief description, reporting on the results, and provide quantitative and qualitative statistics where applicable. i. Jobs created and/or retained
.
Indicate the number of total jobs that were created and/or retained in rural Ontario as a result of the Project. Temporary
Part-time
(e. g., seasonal,
(e. g., approximately 20 hours/week)
construction)
Full-time
Jobs Created Jobs Retained
Provide details to substantiate the job numbers.
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RED5-09115
ii. Investment attracted or retained
Describe in detail how the project led to the attraction and retention of investments in rural Ontario, and how it is being measured.
iii. Businesses attracted, retained and/or expanded
Describe in detail how the project worked with other entities in your region in
rural Ontario (e. g., groups, organizations, communities, municipalities) to drive growth.
iv. Enhanced strategic economic infrastructure
Describe in detail how the project advanced economic development and investment opportunities in rural Ontario, and the results achieved. Provide
information on previously completed work (e. g. plans, strategies, research, data) that identified this project as an economic development priority.
v. Regional partnerships that drive growth
Describein detail howthe project workedwith other entities in your region in rural Ontario (e. g., groups, organizations,communities, municipalities)to drive growth.
vi. Please complete this section if Signage was required by Section B. 1.8 of Schedule B of the Agreement.
Recognitionofthe Rural EconomicDevelopment program’s support . A permanentsign has been installed recognizingthe Program’sfinancial support of the Project and the design of the sign and its location has been approved by the Province. a Yes a No
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RED5-I19115
Section 3 Financial Information Approved Total Eligible Costs:
Budgeted
Budget Item
Costs
Actual Costs
Variance
GROSS ELIGIBLE COST
Less HST (if included in the above numbers) TOTAL NET ELIGIBLE COSTS’
$
- Total Not Eligible Cost should match the approved amount noted above.
Section 4 Other Benefits/lnformation
Pleaseprovide anyother informationwhichdemonstrates the success ofthe Project and its impacton other stakeholders, rural communities and the Province of Ontario.
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RED5-09115
Section 5 Service Experience Based on your experience with OMAFRA on the Project, please indicate with an “X” in the appropriate box your response.
- Please indicate the extent to which you agree or disagree with the following statements.
Strongly Agree
Neither Agree
Agree nor
Disagree
Disagree
Strongly Disagree
1
Once the Project was approved, I received all the information needed to proceed to the
next step of the Project. The claim forms were easy to understand and complete. I was able to reach appropriate OMAFRA
staffwithout difficulty. OMAFRA staff were knowledgeable. I received consistent advice from OMAFRA staff. OMAFRA staff were courteous
- Overall, how satisfied were you with the
amount of time It took to get the service that you required?
Overall, how satisfied were you with the service you received while implementing the Project?
To what extent did the availability of
this funding assistance influence your decision to undertake the Project?
- Overall, did you find working in the portal fairly easy to understand?
Very Satisfied
Very Satisfied
To a Great
Satisfied
Neither Satisfied nor
Dissatisfied
Satisfied
Neither Satisfied nor
Dissatisfied
Dissatisfied
Somewhat
Very Little
Very Easy Somewhat
Not Easy
Extent
Dissatisfied
Strongly Dissatisfied
Strongly Dissatisfied
Not at all
Did Not Use the Portal
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RED5-09115
Section 6
Certification and Signature Disclosure of Information
Information submitted in this Final Report to the Province of Ontario will be subject to the Freedom of Information and Protection of Privacy Act. Certification
The Project as described in the Agreement has been completed;
The Recipient is in compliancewith all ofthe terms and conditions ofthe Agreementfor the Project; and
There have been no overpayments by OMAFRA or any other organization or government.
All costs that have been claimed as Eligible Costs have been incurred and paid in full in accordance with the terms of the Agreement.
The undersigned warrant(s) that these statements are true.
[INSECT NAME OF RECIPIENT] Print Name & Title of Authorized Official:
Signature: Date:
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