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HomeMy WebLinkAbout2009-047THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 2009-047 Being a By-law to authorize the execution of an Agreement between the Corporation of the Municipality of Clarington and Her Majesty the Queen in Right of Ontario as represented by the Deputy Premier and Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs for the Building Canada Fund -Communities Component (BCF-CC) Contribution Agreement for Infrastructure Projects - Intake Two THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington and seal with the Corporation Seal, an Agreement between Her Majesty the Queen in Right of Ontario as represented by the Deputy Premier and Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs, and said Corporation; and 2. THAT the agreement attached hereto as Schedule "A" form part of this By-law. By-law read a first and second time this 27th day of April, 2009. By-law read a third time and finally passed this 27th day of April, 2009. ~Jm-Abetnefh~;,Mayor T _ -- __ ,~h,~w a i arrie, Municipal Clerk Ministry of Agriculture, Food and Rural Affairs 4th Floor 1 Stone Road West Guelph, Ontario N1G4Y2 Tel: 1-866-306-7827 Fax: 519 826-4336 Ministers de ('Agriculture, de ('Alimentation et des Affaires rurales 4e stage 1 Stone Road West Guelph (Ontario) N1G 4Y2 Tel.: 1-866-306-7827 TAlec.: 519 826-4336 Rural Community Development Branch July 21, 2010 Patti L. Barrie, Municipal Clerk Municipality of Clarington 40 Temperance Street Bowmanville, ON L1C 3A6 Dear Patti L. Barrie: Our File: 2036 Please find enclosed a duly executed copy of the Addendum to the Funding Agreement for the Infrastructure Stimulus Fund (ISF) which sets out the terms and conditions of federal and provincial funding. If you have any questions, please do not hesitate to call me at 519-826-3409 ore-mail meat sophia.dinnissen@ontario.ca. Sincerely, Sophia Dinnissen Project Analyst enclosure '10,fUL26 r;ri 5:32:29 r~ c~~"'Ontario DISTRIBUTION REVIEWED BY ORIGINAL TO: ^ COUNCIL ^ COUNCIL ^ FILE OIRECTIGN INFORMATION COPY TO: ^ MAYOR ^ MEMBERS U CAO OF COUNCIL . ^ COMh1UNltt ^ CORPORATE ^ EMERGENCY SERVICES SERVICES SERVI,EG ^ ENGINEERING ^ MUNICIPAL ^ CPEAATIGNG SERVICES GLENN'S ^ PLANNING ^ SOLICITOR ^ TREASURY SERVICES ^ OTHER _ MUNICIPAL CLERK'S FlLE 4A,/ C7 9-o Y7 o ~ a Pick Ontario Freshness °q ~Q ~V Cueillez la fraicheur de ('Ontario `~aNOO~ Infrastructure Stimulus Fund -Contribution Agreement Addendum ADDENDUM This Addendum made as of the ~O day of '~iinQ~ 2010. BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO, as represented by the Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs (referred to herein jointly as "Ontario" and as "OMAFRA" in the latter case) AND: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON WHEREAS an Agreement dated October 22, 2009, was executed by The Corporation of the Municipality of Clarington and Her Majesty the Queen in Right of Ontario as represented by the Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs; AND WHEREAS it has become necessary to amend certain Schedules of the Agreement; NOW THEREFORE the parties agree to amend the Agreement as follows: 1. Schedule "B" (DESCRIPTION OF THE PROJECT(S)) is repealed and Schedule "B", as attached, is substituted. 2. All other terms and conditions of the Agreement will remain in effect. IN WITNESS WHEREOF the parties have executed this Addendum. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by the Minister of En~y and Infrastructure by: j~ _ ~ • JUN 15 2011) Na T e onourable uguid Date Title: Minister of Energy and Infrastructure and by the Minister of Agriculture, Food and Rural Affairs by: /~ ~.,, Name: The Honourable Carol Mitchell ate Title: Minister of Agriculture, Food and Rural Affairs Infrastructure Stimulus Fund -Contribution Agreement Addendum RECIPIENT'S NAME: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON by: April 26, 2010 Date Affix Corporate Seal April 26, 2010 Date I/we have authdrity to bind the Recipient Name Bern y Titl~ ayor N U W Q Bo a ww J ~ ~ LL GQ UZ NO a U N W D Z J Q J J Za ~ ~ W mZ U aov~ U J Z ~ ° O W o r~Q w N oo 0 ¢Na azi- ON U rn N c ~-a~,~ ~ LL a ~ ~ ~ ~ ~ 3~~ ~ r R a m o ~ o m ' .~ N o o n N ~~ Z ~=y a~ ~' _ 3 U~ ~ Val ~ N ~ N O N Q c (0 -+- ~ c m 3 E O Z o o~c x ' y ~ °.~ o N Q U ~d ~ .N.. TU E m U N a c° °' -O C °'n~ o N m ~ .O ~ (tl tC ~ J O a U 3 ~ V) ~°O m ° ~ ~ y L , m m ~ o G ~ov3 Eo°~o~ `a~ ~ ~ ° m ' o ~M ~ U ~ L a i ca " ~ Y W p C~ N ~ CO N O C - ' ~ O V - Ym3~ N c o~-°-1° c6 O a~a~ a . CO c~Y ~ - c~ °~ ~ ~ o > ~'~ rn~ o.. o ~ . ~ ~ O U N U U N N ~ N c U ~ 'O O W c c N N O t 7 .~ N C .N p (C N N 0 'O Y N C W o-m N .' _ O 3aUUa~ l6 N ._o ~ N C ip m ~ ° = ~~ a c~ ~ ~~ - c o a i ~ F o~ c o~ c d U E ~~~ W ~ F ~ ~ o ¢ F V o ~ - ~ ° W ~ c - V1 N N -_ Q N ~ ~ a o Ua~ w co m m J ~ N . ~ LLZ .~ BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO, as represented by the Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs (referred to herein jointly as "Ontario", and as "OMAFRA° in the latter case) AND: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (referred to herein as the "Recipient") WHEREAS the Parties recognize that investments in public infrastructure are fundamental to the quality of life of Ontarians and necessary to ensure continued economic growth; AND WHEREAS the purpose of the Building Canada Fund -Communities Component (BCF- CC) is to improve and renew public infrastructure in Ontario's communities with populations of less than 100,000 people; AND WHEREAS investments under the BCF-CC focus on projects in smaller communities to advance federal and provincial objectives of economic growth, cleaner environment, and strong and prosperous communities; AND WHEREAS the BCF-CC supports projects that address local needs; AND WHEREAS Recipients under the BCF-CC may choose to apply for funding for Projects in the categories of drinking water, wastewater, public transit, Core National Highway System, green energy, disaster mitigation, solid waste management, Brownfield remediation and redevelopment, culture, sport, recreation, connectivity and broadband, local roads, shortline railways, short-sea shipping, regional and local airports, tourism as well as collaborative projects; AND WHEREAS this Agreement defines the terms and conditions of a financial contribution from Canada and Ontario to assist with the Project under BCF-CC which is being administered by the Government of Ontario; AND WHEREAS the Government of Canada and the Government of Ontario entered into the Building Canada Fund Communities Component Agreement 2007-2017 (BCF-CCA), dated the THIS AGREEMENT made in quadruplicate as of the I ~ day of w' " " ' , 2009. nr_th ~_.. _r w..____. ,.,.,.,. BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 Fife# 27655 26th day of August, 2008, setting out the rights, obligations and requirements with respect to investments under the BCF-CC; AND WHEREAS the terms and conditions of the BCF-CCA have been amended since August 26, 2008; AND WHEREAS the Government of Canada and the Government of Ontario entered into the Building Canada Fund Communities Component Amended Agreement 2007-2017 (BCF-CCA) dated the 14"' day of August, 2009, setting out the rights, obligations and requirements with respect to investments under the BCF-CC; AND WHEREAS in Budget 2009, the Government of Canada announced an increase of $500 million in funding to the BCF-CC, to be allocated to the provinces, together with specific terms and conditions with respect to this increased funding; NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows: This Agreement, including: Schedule "A" -General Terms and Conditions Schedule "B" -Description of the Project Schedule "C" -Eligible and Ineligible Costs Schedule "D" -Financial Assistance Schedule "E" -Government of Canada Requirements Schedule "F" -Additional Provisions Schedule "G" -Communications Requirements Schedule "H" -Expenditure and Job Creation Report Schedule "I" -Claim and Progress Statement Schedule "J° -Final Report Schedule "K" -Solemn Declaration of Substantial Completion Schedule "L" -Aboriginal Consultation Protocol constitutes the entire agreement between the parties with respect to the subject matter contained in this Agreement and supersedes all prior oral or written representations and agreements. IN WITNESS WHEREOF, the Government of Ontario and the Recipient have respectively executed and delivered this Agreement on the date set out above. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by the Minister of Energy and Infrastructure by: '~~ '~~~ - OCT 1 91009 Name: The Hor ur le George Smitherman Date Title: Deputy vier and Minister of Energy and Infrastructure Page 2 of 5560 < A BCF-CC Confribution Agreement for Infrastructure Projects -Intake 2 and by the Minister of Agriculture, Food and Rural Affairs by: Name: he Honourable Leona Dom wsky Date Title: Minister of Agriculture, Food and Rural Affairs File# 27655 RECIPIENT'S NAME: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON by: August 31, 2009 Na m Ab_erne Date e: Mayor Corporate Seal August 31, 2009 Nam . Fr P ti L. sarrie Date Title: ief~At# istrative{3f#ie~er Municipal Clerk I/we have authority to bind the Recipient Page 3 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 SCHEDULE "A" GENERAL TERMS AND CONDITIONS SECTION 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions. When used in this Agreement (including the cover and execution pages and all of the schedules), the following terms shall have the meanings ascribed to them below unless the subject matter or context is inconsistent therewith: °Aboriginal Group(s)" includes the Indian, Inuit and the Metis peoples of Canada or any other group that has legally been recognized as holding Aboriginal or treaty rights under section 35 of the Constitution Act, 1982. "Adjust the Financial Assistance" means adjust or terminate the Financial Assistance nn the Project or the amount of financial assistance for any other of the Recipient's project(s) under the BCF-CC, or any other provincial program(s) or initiative(s) (either current or future), and/or require repayment for some or all of the Financial Assistance for the Project in an amount to be determined by OMAFRA and within the period specified by OMAFRA. "Agreement" means the Building Canada Fund -Communities Component Contribution Agreement for Infrastructure Projects-Intake 2, including the cover and execution pages and all of the schedules hereto, and all amendments made hereto in accordance with the provisions hereof. `Allowable Financial Assistance" has the meaning given to it in Section 8.1 of this Agreement "Assets" means any moveable or non-moveable asset, constructed, rehabilitated, or improved, in whole or in part, with funds contributed by the Government of Canada and the Government of Ontario under this Agreement. "Business Day" means any day on which Government of Ontario offices generally are open for business in the Province of Ontario. "Claim and Progress Statement' has the meaning given to it in Section 6.3 of this Agreement. "Claims Submission" has the meaning given to it in Section 6.3 of this Agreement. "Communication Requirements" means the communication requirements set out in Schedule "G" hereto, or as directed by OMAFRA from time to time. "Consultant" means any consultant, engineer, contractor, project manager, architect or other service provider, as the case may be, retained by the Recipient to undertake any part of the work related to the Project. "Contract" means a contract between a Recipient and a third party at arm's length whereby the latter agrees to provide a product or service to the Project in return for financial consideration that may be claimed as an Eligible Cost. "Crown Agency" means a crown agency as defined in the Crown Agency Act, R.S.O. 1990, c. Page 4 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 C.48, as amended. "Eligible Costs" means the costs so described in Part C.1 in Schedule "C". "End of Financial Assistance Date" means March 31, 2011. "Environmental Contaminant' means any hazardous or toxic substance or material including, without limitation, products of waste, contaminants, pollutants, dangerous substances, noxious substances, toxic substances, hazardous wastes and flammable, explosive or improperly handled friable materials. "Environmental Laws" means all applicable federal, provincial or municipal laws, regulations, by-laws, orders, rules, policies or guidelines respecting the protection of the natural environment, public or occupational health or safety, and the manufacture, importation, handling, transportation, storage, disposal and treatment of Environmental Contaminants and include, without limitation, the Environmental Protection Act, R.S.O. 1990, c. E. 19, as amended, the Environmental Assessment Act, R.S.O. 1990, c. E. 18, as amended, the Ontario Water Resources Act, R.S.O. 1990, c. O. 40, as amended the Canadian Environmental Protection Act f999, S.C. 1999, c. 33, as amended, the Canadian Environmental Assessment Act, S.C. 1992, c. 37, as amended, the Fisheries Act, R.S.C. 1985, c. F-14, as amended and the Navigable Waters Protection Act, R.S.C. 1985, c. N-22, as amended. "Event of Default" has the meaning given to it in Section 15.1 of this Agreement. "Expenditure and Job Creation Report" has the meaning given to it in Section 6.2 of this Agreement. "Expiration Date" means March 31, 2012. "Federal Licensed Marks" has the meaning given to it in Section 5 of Schedule "E" to this Agreement. "Federal Maximum Financial Assistance" has the meaning set out in Schedule "D". "Final Report" has the meaning given to it in Section 6.4 of this Agreement. "Final Report Date" means April 30, 2011. "Financial Assistance" means the funds contributed by the Governments of Canada and Ontario to be advanced by OMAFRA to the Recipient pursuant to this Agreement. "Fiscal Year" means the period beginning on April 1 of a year and ending on March 31 of the following year. "Government of Canada" means Her Majesty the Queen in right of Canada. "Government of Ontario" means Her Majesty the Queen in right of Ontario. "Infrastructure" means publicly or privately owned capital assets in Ontario for public use or benefit. Page 5 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 "Indemnified Parties" means Her Majesty the Queen in right of Ontario, Her Ministers, directors, officers, agents, appointees and employees and Her Majesty the Queen in right of Canada, Her Ministers, directors, officers, agents, appointees and employees. "Ineligible Costs" means the costs so described in Part C.2 of Schedule "C". "Joint Secretariat' means the Joint Secretariat referred to in Section 4.5 of the BCF-CCA. "Licensed Marks° has the meaning given to it in Section 13 of Schedule "A". "Local Government" means a "municipality" as defined in the Municipal Act, 2001 (Ontario) with a population of less than 100,000 people and includes a local board of a municipality and a board, commission or other local authority exercising any power with respect to municipal affairs or purposes in an unorganized township. "Maximum Financial Assistance" has the meaning set out in Section 4.6 and Schedule "D" hereto. "Ontario Maximum Financial Assistance" has the meaning set out in Schedule "D" hereto. "Oversight Committee" means the committee established pursuant to Section 4 of the BCF- CCA, responsible for administering and managing the BCF-CCA; "Project" means the project described in Schedule "B". "Project Completion Date" means March 31, 2011. "Project Construction Start Date" has the meaning given to it in Schedule "B". "Project Status Report" has the meaning given to it in Section 6.1 of this Agreement. "Recipient" has the meaning given to it on the first page of this Agreement. "Solemn Declaration of Substantial Completion" has meaning given to it in Schedule "K" of this Agreement. "Substantially Completed" has the same meaning and shall be determined in accordance with how the term "substantially performed" is determined in subsection 2(1) of the Construction Lien Act, R.S.O. 1990, c. C.30, as amended, and "substantial completion" shall have a corresponding meaning. 'Total Eligible Costs" has the meaning set out in Schedule "D" hereto. 1.2 Herein, etc. The words "herein", "hereoY' and "hereunder' and other words of similar import refer to this Agreement as a whole and not to any particular schedule, article, section, paragraph or other subdivision of this Agreement. 1.3 Currency. Any reference to currency is to Canadian currency and any amount advanced, paid or calculated is to be advanced, paid or calculated in Canadian currency. 1.4 Statutes. Any reference to a statute is to such statute and to the regulations made Page 6 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 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 supplementing or superseding such statute or regulations. 1.5 Gender, singular, etc. Words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa. 1.6 OMAFRA Approvals. Any reference to, or requirement for, the approval of OMAFRA in this Agreement or in any schedule hereto shall be deemed to require the prior and express written approval of OMAFRA. SECTION 2 TERM OF AGREEMENT 2.1 Term. Subject to any extension or termination of this Agreement or the survival of any of the provisions of this Agreement pursuant to the provisions contained herein, this Agreement shall be in effect from the date set out on the first page of this Agreement, up to and including the Expiration Date (the "Term"). 2.2 End of Financial Assistance Date. Notwithstanding anything in this Agreement and regardless of the Project's state of completion, the Government of Ontario shall not be obligated to provide Financial Assistance under this Agreement after the End of Financial Assistance Date. The Recipient will be responsible for any financial obligations after that date related to the Project or this Agreement. 2.3 Project Completion Date. The Recipient shall complete the Project by the Project Completion Date. The Government of Ontario shall not be obligated to provide Financial Assistance under this Agreement for any costs incurred after the Project Completion Date. The Recipient will be responsible for any risks and obligations to complete the Project if the Recipient fails to complete the Project by the Project Completion Date. The Recipient will also be responsible for completing the Project as soon as possible after the Project Completion Date. SECTION 3 ELIGIBLE COSTS 3.1 Eligible Costs. For a cost to be eligible for Financial Assistance pursuant to this Agreement (an `Eligible Cost"), the cost must be included in Schedule "C", Part C.1 except where otherwise expressly approved in writing by OMAFRA. For greater certainty, where Schedule "B" identifies a portion of the works that are specifically excluded from the description of the Project under this Agreement, the costs associated with that portion of the works are not eligible for any Financial Assistance. 3.2 Discretion of OMAFRA. Subject to Section 3.1, the eligibility of any costs not listed in Part C.1 of Schedule "C" will be determined in accordance with the policies and guidelines (if any) established by OMAFRA to administer the BCF-CC. The final determination of the eligibility of any costs claimed is at the sole and absolute discretion of OMAFRA. 3.3 Retention of Receipts. The Recipient shall retain all records of payments related to Eligible Costs including, without limitation, invoices and receipts, for audit purposes and Page 7 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 such supporting documentation must be available to OMAFRA when requested and shall be retained until 6 years after the Substantial Completion of the Project, any extension thereof or for such period as OMAFRA in its sole discretion may, in writing, direct. 3.4 Ineligible Costs. Notwithstanding anything else contained herein, the costs that are not eligible for Financial Assistance pursuant to this Agreement are set out in Part C.2 of Schedule "C" ("Ineligible Costs'. 3.5 Deemed Ineligible. The Recipient acknowledges that the Government of Ontario's Fiscal Year ends on March 31 in each year, and that should a cost not be submitted by the Recipient for payment of Financial Assistance before March 31 of the year following the Fiscal Year in which it was incurred, such cost may be deemed, at OMAFRA's sole and absolute discretion, ineligible for Financial Assistance. SECTION 4 FINANCIAL ASSISTANCE 4.1 Use of Financial Assistance. The Financial Assistance is intended for and shall be used only for Eligible Costs incurred by the Recipient. 4.2 Basis of Payout of Financial Assistance. The Financial Assistance will be provided by OMAFRA to the Recipient on the basis set out in Schedule °D". 4.3 Reporting. The Recipient is required to submit Project Status Reports and Expenditure and Job Creation Reports to OMAFRA pursuant to Section 6.1 and Section 6.2 prior to OMAFRA releasing any Financial Assistance. 4.4 Financial Assistance Advanced. If Financial Assistance is provided to the Recipient by OMAFRA prior to OMAFRA receiving evidence that the associated Eligible Costs have already been paid by the Recipient, then such Financial Assistance, including all interest earned thereon, shall be deemed to remain the property of OMAFRA and must be held by the Recipient in trust for OMAFRA in an interest bearing account pending payment of Eligible Costs. This includes, without limitation, any payment of Financial Assistance that is made to the Recipient without the requirement of the Recipient providing OMAFRA with a Claims and Progress Statement, a Final Report or such other documentation as OMAFRA in its sole and absolute discretion may require. 4.5 Deposit of Financial Ass/stance In Canadian Financial Institution and Interest on Financial Assistance Advanced. All Financial Assistance provided, including any advanced Financial Assistance as well as all interest earned thereon, shall be deemed to remain the property of the Government of Ontario and must be held by the Recipient for the Government of Ontario in an interest bearing account in the name of the Recipient at a Canadian financial institution, pending cash payment of Eligible Costs. The amount of interest earned ('rf any) shall be reported to OMAFRA. If the Recipient earns any interest on the advanced Financial Assistance: a) OMAFRA may deduct an amount equal to the interest from any other instalments of Financial Assistance; or b) The Recipient shall pay an amount equal to the interest to OMAFRA if directed by OMAFRA. Page 8 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects - lnfake 2 Frle# 27655 4.6 Maximum Financial Assistance. The total amount of Financial Assistance provided to the Recipient shall in any event be no greater than the Maximum Financial Assistance figure set out in Schedule "D" hereto. 4.7 Excess Financial Assistance. The Recipient shall immediately notify OMAFRA should the Project require less than the Total Eligible Costs to be Substantially Completed, or where additional funding is secured from other government sources such that the total funds available to the Recipient for the Project (other than the Financial Assistance) exceed the Maximum Financial Assistance. OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance on the Project. 4.8 Interdependent Projects. Where implementation of a Project is dependent on completion of a project by others and others do not complete the interdependent project in whole or in part, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance for the Project. 4.9 Recipient Not Carrying Out Project. The Recipient shall immediately notify OMAFRA if it does not intend to carry out any Project in whole or in part as specified in Schedule "B" hereto in which case OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance for the Project. 4.10 Newlnformation. In the event of new information, errors, omissions or other circumstances affecting the determination of the amount of Financial Assistance under this Agreement, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance for the Project. 4.11 Alternatives to Project. If the Recipient becomes aware of any means of completing either the Project's objective or the Project itself that are more cost effective, the Recipient shall immediately notify OMAFRA, in which case OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance. Likewise, if OMAFRA becomes aware of any alternative means of completing either the Project's objective or the Project itself that are more cost effective, the Recipient will be notified and OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance. 4.12 Goods and Services Tax. The Financial Assistance is based on the net amount of Goods and Services Tax to be paid by the Recipient pursuant to the Excise Tax Act, R.S.C. 1985, c. E-15, as amended, net of any applicable rebates. If and when the Harmonized Sales Tax is phased in within the Province of Ontario, the Financial Assistance will be based on the net amount of the Harmonized Sales Tax to be paid by the Recipient, net of any applicable rebates. 4.13 Withholding Payment. OMAFRA may, in its sole and absolute discretion, withhold payment of Financial Assistance where the Recipient is in default in obtaining any necessary permits, approvals or licenses applicable to the Project or is in default of compliance with any provisions of this Agreement or any applicable federal, provincial or municipal laws, and all rules, regulations, by-laws, notices, orders, approvals directives, protocols, policies and guidelines. 4.14 Financial Assistance upon Expiry. Without limiting any rights OMAFRA has under this Agreement, at law or in equity, OMAFRA shall have the right to be repaid, in whole or in part, for Financial Assistance advanced by OMAFRA and unspent by the Recipient Page 9 of 5560 BCF-CC Contribution Agreement for Infrastructure Protects -Intake 2 Fife# 27655 for a Project that has not been completed by the Project Completion Date. 4.15 Limitation on Payment of Financial Assisfance. Notwithstanding Section 4.4 of this Agreement, OMAFRA may choose not to advance any Financial Assistance to the Recipient until the Recipient provides the insurance certificate or other documents provided for in Section 9 of this Agreement. 4.16 Insufficient Funds Provided by the Legislature or Government of Canada. If, in the opinion of the Government of Ontario, the Legislative Assembly of Ontario or the Government of Canada does not provide sufficient funds to continue the Financial Assistance for any Fiscal Year during which this Agreement is in effect, the Government of Ontario may terminate this Agreement in accordance with the terms specified in Section 15.5 of this Agreement. SECTION 5 PROJECT AWARD, CONSULTATIONS WITH ABORIGINAL GROUP(S), MANAGEMENT AND COMPLETION 5.1 Recipient Fully Responsible. The Recipient shall be fully responsible for the undertaking, implementation and completion of the Project and shall retain any and all Consultants reasonably required to undertake a project of the size, scope and complexity of the Project. Where implementation of the Project is dependent on completion of a project by others, the Recipient shall be fully responsible for obtaining any assurances that it may require from others in relation to the implementation of the Project by the Recipient. 5.2 Government of Ontario not responsible for implementation. The Government of Ontario shall not be responsible in any way whatsoever for the undertaking, implementation and completion of the Project or any interdependent project of others. 5.3 Government of Ontario not responsible for costs, etc. The Government of Ontario shall not be responsible for any costs associated with the operation, maintenance and repair of the Project nor for any claims, proceedings or judgments arising from any tender and bidding process. 5.4 Consultations with Aboriginal Group(s). The Recipient agrees to be bound by the terms of the Aboriginal Consultation Protocol set out in Schedule "L". 5.5 Behaviour of Recipient. The Recipient shall at all times carry out the Project in an economical and businesslike manner, in accordance with this Agreement subject to any reasonable changes that OMAFRA may agree to or require from time to time in writing. 5.6 Competitive Process. The Recipient shall acquire and manage its equipment, services and supplies, including any construction component, required for the Project through a transparent, competitive process that ensures the best value for the Financial Assistance expended. Where the Recipient is a municipal entity, the Recipient shall follow its procurement policies as required by the Municipal Act, 2001, 2001, S.O. c. 25, as amended or, for the City of Toronto, the City of Toronto Act, 2006, S.O. 2006, c. 11, Sched. A, as amended. W here the Recipient is anot-for-profit private sector entity, afor- profit private sector entity or a Local Services Board, the Recipient shall ensure that for equipment, services and supplies, the estimated cost of which exceeds $25,000.00, the Recipient shall obtain at least three written quotes unless OMAFRA gives prior written Page 10 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 approval. The requirement for a competitive process for municipal Recipients, not-for- profit private sector Recipients, for-profit private sector Recipients or Local Services Board Recipients may be waived with prior written approval by OMAFRA if: a) the expertise and/or equipment the Recipient is purchasing is specialized and is not readily available; or b) the Recipient has recently researched the market for a similar purchase and knows prevailing market costs for the equipment, services or supplies purchased. 5.7 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 of the applicable requirements of that Annex. In the event of any conflict between the requirements of Section 5.6 of this Agreement and the requirements of this Section 5.7, the requirements referenced in this Section 5.7 shall apply. 5.8 Final claims. The Recipient shall submit its final claims for all costs incurred by the End of Financial Assistance Date with the required documentation, including the Final Report as per Section 6.4 of this Agreement, for approval, cost reviews, audits (including any value for money audits OMAFRA may decide to undertake in its sole and absolute discretion) within 90 days following the Substantial Completion of the Project and no later than the Final Report Date or such later date as is specified in writing by OMAFRA. Upon completion of the final cost reviews, audits and settlement, OMAFRA shall not be obligated to consider any further claims in relation to the Project. The Recipient shall also submit, upon request by OMAFRA, the required documentation for approval, cost reviews and audits. 5.9 Commencement of Project. The Recipient shall begin the Project within sixty (60) days of the Project construction start date, as per Schedule "B", failing which this Agreement may be terminated pursuant to Section 15, unless otherwise approved by the Oversight Committee. 5.10 Contracts. The Recipient shall ensure that all Contracts: a) are consistent with this Agreement all policies issued by the Oversight Committee; b) do not conflict with this Agreement; c) incorporate the relevant provisions of this Agreement and any policies issued by the Oversight Committee to the fullest extent possible; d) be consistent with all policies and procedures issued by the Government of Canada and/or the Government of Ontario may provide to the Recipient for the BCF-CC; e) are awarded and managed: Page 11 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 Frle# 27655 (i) in a way that is transparent, competitive and consistent with value for money principles; and (ii) in accordance with all applicable policies and procedures the Government of Ontario may provide to the Recipient; f) require that the parties thereto comply with any and all applicable federal, provincial or municipal laws, and all rules, regulations, by-laws, notices, orders, approvals directives, protocols, policies and guidelines; and g) authorize the Governments of Canada and Ontario to collect, use and distribute information and data gathered by parties, perform audits and monitor the Project as they see fit. SECTION 6 REPORTING REQUIREMENTS 6.1 Project Status Report. The Recipient shall submit monthly Project Status Reports in the format prescribed by OMAFRA including such information as estimated percentage of project completion, tender call dates, tender award dates, forecast and actual construction start and end dates, and all other information respecting the progress of the Project that may be requested by OMAFRA or of which the Recipient becomes aware that may affect the Project's timely completion. In addition, and without limitation by the communications requirements set out elsewhere in this Agreement, the Recipient shall also submit copies of all communications and public information materials related to the Project with the Project Status Reports.. 6.2 Expenditure and Job Creafion Report. The Recipient shall submit to OMAFRA a quarterly Expenditure and Job Creation Report, as set out in Schedule `H" hereto and which may be amended by OMAFRA from time to time on or before May 15, August 15, November 15 and February 15 for each Fiscal Year. 6.3 Claims Submission. Recipient Claim Submissions shall include, but are not limited to, the following report: Claim and Progress Statement. The Recipient shall provide OMAFRA with a duly executed report in the form set out in Schedule "I" ("Claim and Progress Statement") that shall contain information to allow OMAFRA to assess the progress of the Project. OMAFRA may amend the Claims and Progress Statement from time to time, as well as the eligibility of that portion of the Project for which disbursement is being requested and the individual Project tasks and milestones. 6.4 Fina! Report. Within ninety (90) days of the Project becoming Substantially Completed and no later than the Final Report Date or such later date as is specified in writing by OMAFRA, the Recipient shall submit a final report (the "Final Report" as set out by Schedule "J° and the `solemn Declaration of Substantial Completion" as set out by Schedule "K") for the Project to OMAFRA in a form satisfactory to OMAFRA and the Recipient shall follow such administrative procedures as are specified from time to time by OMAFRA. Upon acceptance of the Final Report and the processing of final claims, OMAFRA shall Page 12 of 5560 SCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 not be obligated to consider any further claims in relation to the Project. SECTION 7 RECORDS AND AUDIT 7.1 Separate Records. The Recipient shall maintain separate records and documentation for the Project and keep all records and documentation for six (6) years after the submission of the final claims referred to in Section 5.9 of this Agreement or a longer period of time, as specified by OMAFRA in writing. 7.2 Provide Records to OMAFRA. The Recipient shall provide to OMAFRA, upon request and at the Recipient's expense (including but not limited to photocopying, electronic media, transportation and postage, associated staff time, information retrieval and other office expenses), all records and documentation (including invoice summaries and certified statement of final costs) of the Recipient and its auditors, Consultants relating to the Project or any other project(s) of the Recipient under the -BCF-CC, or any other Government of Ontario program(s), for the purposes of cost reviews, audits (including any value for money audits that OMAFRA may decide to undertake in its sole and absolute discretion) and settlement, as may be required by OMAFRA, of the Projector any other project(s) of the Recipient under the BCF-CC, or any other Government of Ontario program(s). Such material shall be provided in a form and manner satisfactory to OMAFRA. 7.3 External Auditor. OMAFRA may require the assistance of an external auditor to carry out a review of the material referred to in Sections 7.1 and 7.2 of this Agreement. If so, the Recipient shall, upon request, retain an external auditor acceptable to OMAFRA at the Recipient's sole expense. The Recipient shall ensure that any auditor who conducts a financial or program review pursuant to this section of the Agreement or otherwise, provides a copy of the report to OMAFRA for its consideration at the same time that the report is given to the Recipient. 7.4 Auditor General of Canada. The Auditor General of Canada, may, at the Auditor General of Canada's cost, conduct an audit with respect to the use of Financial Assistance under this Agreement. For the purposes of facilitating such inquiry, the Recipient shall release to OMAFRA upon request and in a timely manner, for the purpose of releasing to the Auditor General of Canada: all records held by the Recipient, or by agents or contractors of the Recipient, relating to this Agreement and/or the Financial Assistance; and 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 of the use of Financial Assistance. 7.5 Auditor General of Ontario. The Auditor General of Ontario, may, at the Auditor General of Ontario's cost, conduct an audit with respect to the use of Financial Assistance under this Agreement. For the purposes of facilitating such inquiry, the Recipient shall release to OMAFRA upon request and in a timely manner, for the purpose of releasing to the Auditor General of Ontario: all records held by the Recipient, or by agents or contractors of the Recipient, relating to this Agreement and/or the Financial Assistance; and such further information and explanations as the Auditor General, or anyone acting on behalf of the Auditor General may request relating to the Financial Assistance. Page 13 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 7.6 Information. The Recipient shall supply to OMAFRA, upon request, such information in respect of the Project and its results including without limitation all contracts and agreements related to the Project and all plans and specifications related to the Project, as OMAFRA may require. The Government of Ontario and the Government of Canada, their respective agents and employees, including the Auditor General's Office, shall be allowed access to the Recipient's premises and staff and to the Project site at all reasonable times to (i) inspect the progress and monitor the Project; (ii} perform cost reviews and audits on the Project; and (iii) complete any other auditing or monitoring that may be reasonably required in relation to the Project. 7.7 Information Condition Precedent for Payment If, in the opinion of OMAFRA, any of the information requirements of this Article are not met, OMAFRA may, in its sole and absolute discretion, require the information as a condition precedent to any payment in relation to the Project or any other project(s) of the Recipient under the BCF-CC, or any other provincial program(s) (either current or future). In addition, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance for the Project. SECTION 8 OVERPAYMENT AND FAILURE TO SUBSTANTIALLY PERFORM CONTRACT WITHIN TIMELINES 8.1 Allowable Financial Assistance. Financial Assistance advanced to the Recipient prior to the submission of a Final Report shall not be construed as a final determination of the amount of Financial Assistance applicable to the Project. Upon conducting a final cost review or audit of the Project, OMAFRA will determine the final amount of Financial Assistance on the Project (the "Allowable Financial Assistance"). For certainty, the Allowable Financial Assistance shall not exceed the Maximum Financial Assistance. The Recipient agrees to repay to OMAFRA, upon receipt of a written demand and within the period specified by OMAFRA, that portion of the total of the Financial Assistance advanced that exceeds the Allowable Financial Assistance applicable to the Project, as determined by OMAFRA, as well as any Financial Assistance used for a purpose other than that stated in the terms of this Agreement, as determined by OMAFRA. 8.2 Deduction of Overpayment. OMAFRA may deduct any overpayments of Financial Assistance for the Project from financial assistance payable on any other Project(s) of the Recipient under the BCF-CC or any other Government of Ontario program(s) and/or Government of Canada program(s) that are delivered by the Government Ontario on behalf of the Government of Canada (either current or future). Any overpayment made on any other Project(s) of the Recipient under the BCF-CC or any other Government of Ontario program(s) (either current or future) may in turn be deducted from Financial Assistance payable on the Project. 8.3 Interest on Overpayment. OMAFRA reserves the right to demand interest on any overpayment of Financial Assistance owing by the Recipient under the terms of this Agreement at the then current interest rate charged by the Government of Ontario on accounts receivable. The Recipient shall pay the amount of interest owing upon receipt of a written demand and within the period specified by OMAFRA. 8.4 Recovery of Financial Assistance. Where Eligible Costs committed to a Project have not been incurred, OMAFRA may withdraw any unspent Financial Assistance for the Project if it has not started construction on its scheduled start date or if a Project has Page 14 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 started construction but for which progress is not to the satisfaction of Ontario. SECTION 9 INSURANCE AND BONDING 9.1 Insurance. The Recipient represents and warrants that it has, and shall maintain in full force and effect for the term of the Agreement, at its own cost and expense, with insurers having a secure A.M. Best rating of B+ or greater, or the equivalent, all the necessary and appropriate insurance that a prudent person carrying out a project similar to the Project would maintain, including commercial general liability insurance on an occurrence basis for third party bodily injury, personal injury and property damage, to an inclusive limit of not less than five million dollars ($5,000,000.00) per occurrence. The commercial general liability insurance policy shall include the following: (i) the Indemnified Parties as additional insureds with respect to liability arising in the course of performance of the Recipient's obligations under, or otherwise in connection with, the Agreement; (ii) across liability clause; (iii) contractual liability coverage; and (vii) a 30 day written notice of cancellation, termination or material change. 9.2 Proof of Insurance. The Recipient shall provide OMAFRA with certificates of insurance, or other proof as may be requested by OMAFRA, that confirms the insurance coverage as provided for in Section 9.1. Upon the request of OMAFRA, the Recipient shall make available to OMAFRA a copy of each insurance policy. 9.3 Bonding. The Recipient shall put in effect and maintain in full force and effect or cause to be put into effect and maintained in full force and effect during the term of this Agreement: a) a performance bond in the amount of 100% of the contract price for any construction Contract related to the Project and which is for an amount greater than $150,000.00 covering the performance of that construction Contract and the correction of any deficiencies; and b) a labour and material payment bond in the amount of 50% of the contract price for any construction Contract related to the Project and which is for an amount greater than $150,000.00 covering the payment for labour, material or both. 9.4 Alternatives, reduction or waiver. Notwithstanding the requirements set out in Section 9.3, in the event that the Recipient provides a written business case to obtain approval to put into effect and maintain an alternative form of security or to reduce or eliminate the bonds for construction Contracts of $350,000.00 or less, OMAFRA, in its sole discretion, may accept an alternative form of security, reduce or waive the bonding requirements in whole or in part. SECTION 10 INDEMNITY Page 15 of 5560 BCF-CC Contribution Agreement for tnfrastructure Projects -Intake 2 File# 27655 10.1 Indemnified Parties not liable. In no event shall the Indemnified Parties be liable for: a) any bodily injury, death or property damage to the Recipient, its employees, agents, or Consultants or for any claim, demand or action by any third party against the Recipient, its employees, agents, or Consultants, arising out of or in any way related to the BCF-CCA or this Agreement or the Project; nor b) any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit to the Recipient, its employees, agents, or Consultants arising out of or in any way related to the BCF-CCA or this Agreement or the Project. 10.2 Recipient to indemnify. The Recipient agrees to indemnify and hold harmless the Indemnified Parties from and against alt 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, R.S.O. 1990, c. C.30, as amended and for any and all liability for damages to property and injury to persons (including death) which the Indemnified Parties 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: (a) the performance of this Agreement or any 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, sen+ants or agents; (b) the ongoing operation, maintenance and repair of the infrastructure resulting from the Project; or (c) any omission or other wilful or negligent act of the Recipient, a third party, their respective employees, officers, servants or agents. 10.3 Furtherlndemnfty. The Recipient further agrees to indemnirfy and hold harmless the Indemnified Parties, for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, which the Indemnified Parties 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: (a) the performance of this Agreement or any 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 infrastructure resulting from the Project; or (c) any omission or other wilful or negligent act of the Recipient, a third parry, their respective employees, officers, servants or agents. SECTION 11 TRANSFER AND OPERATION OF INFRASTRUCTURE 11.1 Transfer of ownership. Unless otherwise agreed to by the Governments of Canada and Ontario, the Recipient will retain title to, and ownership of, the Asset resulting from the Project for at least ten (10) years after the Project's completion. 11.2 Repayment. In the event that at any time within ten (10) years from the date of completion of the Project, the Recipient sells, leases, encumbers or otherwise disposes of, directly or indirectly, any Asset constructed, rehabilitated or improved, in whole or in part, with the Financial Assistance, other than to Canada, Ontario, a Local Government, or a Crown corporation of Ontario that is the Ontario's agent for the purpose of implementing this Agreement, the Recipient hereby undertakes to repay the Governments of Canada and Ontario, on demand, a proportionate amount of the Page 16 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 Financial Assistance, as follows: Where Project asset is sold, leased, encumbered or dis osed of: Repayment of contribution in current dollars Within 2 Years after Project com letion 100% Between 2 and 5 Years after Project com letion 55% Between 5 and 10 Years after Project com letion 10% 10 Years after Project com letion 0% 11.3 Notice. At any time during the ten (10) years following the date of completion of the Project, the Recipient agrees to notify OMAFRA in writing of any transaction triggering the above-mentioned repayment in Section 11.2 of this Agreement, at least one hundred eighty (180) Business Days in advance. 11.4 Deduction from Financial Assistance. OMAFRA may, in its sole and absolute discretion deduct the amount of Financial Assistance to be repaid under Section 11.2 of the Agreement from Financial Assistance payable on any other Project(s) of the Recipient under the BCF-CC or any other Government of Ontario programs} (either current or future) the Recipient receives funding from and provide that money to the Government of Canada and/or Ontario. 11.5 Revenue from Assets. The Recipient must identify to OMAFRA when an Asset generates revenues in any given Fiscal Year that exceed its costs, including operating costs, alternative financing partnerships or public private partnerships costs and provisions for future life cycle costs and where the intent of revenue generation was not identified in the Recipient's application for BCF-CC. The Recipient must pay OMAFRA, upon request, that proportion of excess, that is the same percentage proportion as Canada's and Ontario's Financial Assistance contribution was to the total cost of the Asset. This obligation will apply only to the first ten (10) complete Fiscal Years following the completion date of the Project. 11.6 Asset Operation. The Asset established with the Financial Assistance from OMAFRA shall be used, maintained and operated for a period of at least one half of the expected useful life of the asset after the Substantial Completion of the Project as set out in Schedule "F". Any contravention of this provision shall give OMAFRA the right to recover a portion or all of the Financial Assistance provided to those Project(s) under this Agreement. SECTION 12 CONFLICT OF INTEREST AND CONFIDENTIALITY 12.1 No conflict of interest. The Recipient and its Consultants and any of their respective advisors, partners, directors, officers, employees, agents, sub-contractors, Consultants and volunteers shall not engage in any activity or provide any services where such activity or the provision of such services creates a conflict of interest (actually or potentially in the sole and absolute opinion of OMAFRA) with the provision of services under this Agreement. The Recipient acknowledges and agrees that it shall be a conflict of interest for it to use confidential information of the Government of Ontario that is relevant to the Project or otherwise where OMAFRA has not expressly authorized such use in writing. For greater certainty, and without limiting the generality of the foregoing, a conflict of interest includes a situation where anyone associated with the Recipient is Page 17 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 able to benefit financially from the Project or where such a person owns or has an interest in an organization that is carrying out work related to the Project. 12.2 Disclose potential conflict of interest. The Recipient shall disclose to OMAFRA without delay any actual or potential situation that may be reasonably interpreted as either a conflict of interest or a potential conflict of interest. 12.3 Freedom oflnformatfon and Protection of Privacy Act. The Recipient acknowledges that the Freedom of lnformation and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended binds the Ontario Government. SECTION 13 RECOGNITION 13.1 Licensed Marks. The Recipient acknowledges that the Governments of Canada and Ontario are, will be or may be the owner of certain distinguishing marks comprised of designs, trademarks and official marks which have come or will come to be associated with BCF-CC (all such current and future marks, being the "Licensed Marks"). 13.2 Acknowledgement in advertising and publicity. The Recipient agrees to acknowledge the Financial Assistance of the Governments of Canada and Ontario to the Project in all advertising and publicity relating to the Project and in any construction signs and in any temporary or permanent tributes to Project donors by adhering to the Communications Requirements, as per Schedule G. 13.3 Use of Licensed Marks. In consideration of receiving the Financial Assistance, the Recipient agrees to use the Licensed Marks as follows: a) the Recipient agrees to strictly use the Licensed Marks only as prescribed by the Communications Requirements and not to use any other mark or trademark in combination with any of the Licensed Marks without the prior written approval of the BCF-CC Oversight Committee. The Recipient agrees that it will not alter, modify, dilute or otherwise misuse the Licensed Marks; b) the Recipient agrees to submit to the Joint Secretariat copies of any advertisements or promotional materials containing the Licensed Marks for approval prior to any use thereof and to remove therefrom either any reference to the Licensed Marks or any element that the Joint Secretariat may from time to time upon reasonable notice designate; c) the Recipient agrees that it will not state or imply, directly or indirectly, that the Recipient or the Recipient's activities, other than those permitted by this Agreement, are supported, endorsed, or sponsored by the Joint Secretariat and upon the direction of the Joint Secretariat express disclaimers to that effect; and d) the Recipient agrees to promptly inform the Joint Secretariat of any suspected infringement of any Licensed Marks by a third parry. 13.4 Cease using Licensed Marks. Whether or not the Recipient is in breach of this Agreement, forthwith upon any receipt by the Recipient of a written direction from the Joint Secretariat, the Recipient shall cease using the Licensed Marks, and without Page 18 of 5560 BCF-CC Contribution Agreement for tnfrastructure Projects -Intake 2 File# 27655 limiting the generality of the foregoing, will remove all signage and remove from circulation any use or reference to the Licensed Marks. SECTION 14 COVENANTS, REPRESENTATIONS AND WARRANTIES Covenants, representations and warranties. The Recipient covenants, represents and warrants to the Government of Ontario that: a) it is conducting and shall carry on its business in compliance with all applicable federal, provincial and municipal laws, and all rules, regulations, by-laws, notices, orders and approvals, directives, protocols, policies and guidelines; b) it is conducting and shall conduct its business in compliance with all federal requirements as outlined in Schedule'E'; c) it has authority and any necessary approval to enter into this Agreement and to carry out its terms; d) it has or will apply for all permits, approvals, and licenses which are required in order to carry out the Project; e) it validly exists as a legal entity with full power to perform and observe all of the terms and conditions of this Agreement; f) where applicable, it has passed by-laws required to undertake the Project; g) it is now and will continue to be compliant with all Environmental Laws; h) it owns or has along-term lease (inclusive of any renewals) for the lands on which the Infrastructure is or will be located that expires no earlier than ten (10) years following Project completion; i) provided that the Recipient is not a municipality or a Crown Agency, A. it is not anon-resident of Canada within the meaning of the Income TazAct (Canada); B. is either a corporation, a partnership or a sole proprietorship validly in existence; and C. is registered and qualified to do business wherever necessary to carry out the Project; j) it has the experience, financial health and ability to carry out this Project; k) if the Recipient is a Local Government or a Crown Agency, it has the requisite legislative authority to carry out the Project; all information provided by the Recipient during the BCF-CC application process remains true, correct and complete in every respect except as set out to the Page 19 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 contrary herein; and m) notify OMAFRA of all other sources of funding for each Project contained in Schedule "B" of this Agreement that may reduce the level of Financial Assistance the Recipient would be eligible to receive under this Agreement. 14.2 Governance. The Recipient represents, warrants and covenants that, it has, and shall maintain for the period during which this Agreement is in effect, by-laws or other legally necessary instruments to: a) establish the expected code of conduct and ethical responsibilities at all levels of the Recipient's organization; b) establish procedures to ensure the ongoing effective functioning of the Recipient; c) establish decision-making mechanisms; d) provide for the prudent and effective management of the Financial Assistance; e) establish procedures to enable the successful completion of the Project; f) establish procedures to enable the timely identification of risks to the completion of the Project and strategies to address the identified risks; g) establish procedures to enable the preparation and delivery of all reports required under this Agreement; and h) responsible for other matters as the Recipient considers necessary to ensure that the Recipient carries out its obligations under the Agreement. 14.3 Representations and warranties true condition precedent for paymenf. Upon request, the Recipient shall provide OMAFRA with proof of the matters referred to in this Article. It is a condition precedent to any payment under this Agreement that the representations and warranties under this Section are true at the time of payment and that the Recipient is not in default of compliance with any terms of this Agreement. Where this is not the case, OMAFRA may, in its sole discretion, Adjust the Financial Assistance for the Project. SECTION 15 DEFAULT, ENFORCEMENT AND TERMINATION 15.1 Event of Default. Each and every one of the following events is an "Event of DefaulY': a) if in the opinion of OMAFRA, the Recipient fails to conform or comply with any term or covenant contained in this Agreement to be performed or complied with by the Recipient; b) if in the opinion of OMAFRA any representation or warranty made by the Recipient in this Agreement or any certificate delivered to OMAFRA pursuant hereto shall be materially untrue in any respect; Page 20 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 c) if an order shall be made or an effective resolution passed for the winding up, or liquidation or dissolution of the Recipient or the Recipient is otherwise dissolved or ceases to carry on its operation; d) if the Recipient uses any of the Financial Assistance for a purpose not authorized by this Agreement without the prior written consent of OMAFRA; e) if the Recipient admits in writing its inability to pay its debts generally as they become due, voluntarily suspends transactions of its usual business, becomes insolvent, bankrupt, makes an assignment for the benefit of its creditors, or a receiver or manager, court appointed or otherwise, is appointed for its assets or if the Recipient takes the benefit of any statute from time to time in force relating to bankrupts or insolvent debtors; f) if in the opinion of OMAFRA a material adverse change occurs such that the viability of the Recipient as a going concern is threatened in the opinion of OMAFRA, acting reasonably; g) if in the opinion of OMAFRA the Recipient ceases to operate; h) if the Recipient fails to begin the Project within sixty (60) days after the date of Project construction start date, as per Schedule "B", or, in the opinion of OMAFRA, the Recipient has failed to proceed diligently with the Projector abandons the Project in whole or in part, or the Recipient is otherwise in default in carrying out any of the terms, conditions or obligations of this Agreement, except where such failure is due to causes which, in the opinion of OMAFRA are beyond the control of the Recipient; i) if the Recipient has submitted false or misleading information to OMAFRA; or j) the Recipient and/or any of its Consultants and/or any of their respective advisors, subcontractors, partners, directors, officers, employees, agents and volunteers has breached the requirements of Section 12. 15.2 Waiver. OMAFRA may, in its sole and absolute discretion, at any time, waive any 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 be deemed to constitute, a waiver of such Event of Default unless such waiver is in writing from OMAFRA. 15.3 Remedies on default. Notwithstanding any other rights which the Government of Ontario may have under this Agreement, if an Event of Default has occurred, the Government of Ontario shall have the following remedies provided only that in the case of an Event of Default which, in the opinion of OMAFRA in its sole and absolute discretion, is curable, OMAFRA has first given written notice of the Event of Default to both the Oversight Committee and the Recipient and the Recipient has failed to correct the Event of Default within thirty (30) Business Days or such period of time as OMAFRA may consent to in writing: a) OMAFRA shall have no further obligation to provide any Financial Assistance for Page 21 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 the Project; b) the Government of Ontario may, at its option, terminate this Agreement immediately and OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance. The total amount of Financial Assistance shall be immediately due and payable by the Recipient and bear interest at the then- current interest rate charged by the Government of Ontario on accounts receivable; and c) the Government of Ontario may avail itself of any of its legal remedies that it may deem appropriate. 15.4 Additional remedies. In addition to the remedies described in Section 15.3, the Government of Ontario may commence such legal action or proceedings as ft, in its sole discretion, may deem expedient, without any additional notice under this Agreement. The rights and remedies of the Government of Ontario hereunder are cumulative and in addition to, and not in substitution for, all other rights or remedies otherwise available to the Government of Ontario. 15.5 Termination without cause. Notwithstanding anything else contained herein, the Government of Ontario reserves the right to terminate this Agreement without cause upon such conditions as the Government of Ontario may require, with a minimum of thirty (30) Business Days written notice to the Recipient. If the Government of Ontario terminates this Agreement prior to its Expiration Date, the Government of Ontario, subject to all of the Government of Ontario's rights under this Agreement, including, without limitation, OMAFRA's right to Adjust the Financial Assistance prior to its expiration, shall only be responsible for the payment of Financial Assistance on the portion of the Project completed and Eligible Costs already incurred and paid at the time of such termination provided that the Recipient provides a report to OMAFRA that meets the requirements of a Claims and Progress Statement and OMAFRA has sufficient funds appropriated by the Legislative Assembly of Ontario.. Such report must be received by OMAFRA within ninety (90) Business Days of notice of termination being given to the Recipient pursuant to this Section. SECTION 16 NOTICE 16.1 Notice. Any demand, notice or communication to be made or given hereunder shall be in writing and may be made or given by personal delivery or mailed by first class registered mail, postage prepaid or by transmittal by facsimile, telecopy, email or other electronic means of communication addressed to the respective parties as follows at the addresses set out in Schedule °P' attached hereto or to such other person, address, facsimile number, telecopy number or email address as either party may from time to time notify the other in accordance with this Section. Any demand, notice or communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof. Any demand, notice or communication made or given by facsimile, email or other electronic means of communication, 'rf made or given at a time when it would be received by the Recipient during its normal business hours on a Business Day, shall be deemed to be received at the time it is sent; otherwise, such electronic communication shall be deemed to be received on the first Business Day following the transmittal thereof. Any demand, notice Page 22 of 5560 .. ... ~ -- ~- - ~---- ----..._a BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 or communication mailed by registered mail shall be deemed to have been received three (3) Business Days following the day on which it was mailed. 16.2 Representatives. The individuals identified pursuant to Schedule "F" will, in the first instance, act as the Government of Ontario's or the Recipient's, as the case may be, representative for the purpose of implementing this Agreement. SECTION 17 MISCELLANEOUS 17.1 Terms Binding. The Recipient shall take all reasonable measures to ensure that its officers, directors, partners, employees, agents, sub-contractors and Consultants shall be bound to observe all of the terms and conditions of this Agreement, including, but not limited to all covenants, representations and warranties set out herein. The Recipient shall include in all of its Contract(s) terms and conditions similar to and not less favourable to the Government of Ontario than the terms and conditions of this Agreement to the extent that they are applicable to the work subcontracted, including but not limited to the requirements of Section 7.4 of this Agreement. 17.2 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. 17.3 Successors and Assigns. This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 17.4 Severability. The validity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions hereof and such invalid or unenforceable provisions shall be deemed to be severable. 17.5 No Waiver. The failure by the Government of Ontario to insist in one or more instances on performance by the Recipient of any of the terms or conditions of this Agreement shall not be construed as a waiver of the Government of Ontario's right to require further 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. 17.6 Division of Agreement. The division of this Agreement into schedules, articles, sections, clauses, paragraphs and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. 17.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws applicable in Ontario. 17.8 Survival. The following schedules, sections and provisions of this Agreement shall survive the expiration or early termination hereof: Section 4 (Financial Assistance), Section 6 (Reporting Requirements), Section 7 (Records and Audit), Section 8 (Overpayment and Failure to Substantially Perform Contract Within Timelines), Section 10 (Indemnity), Section 11 (Transfer and Operation of Infrastructure}, Section 12 (Conflict of Interest and Confidentiality), Section 13 (Recognition), Section 14 (Covenants, Representations and Warranties), Section 15 (Default, Enforcement and Page 23 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 Termination), and Section 17.11 (Interest) of Schedule "A"; Schedule "E"; Schedule "F' (Useful L'rfe of Project Infrastructure); and Schedule °G' (the Recipient's obligation to maintain a permanent plaque in cases where it is necessary to install a permanent plaque). 17.9 No Assignment. The Recipient shall not assign any aspect of this Agreement. The Government of Ontario may assign this Agreement on written notice to the Recipient. 17.10 No Amendment. This Agreement shall not be varied or amended except by a document in writing, dated and signed on behalf of the Oversight Committee, OMAFRA, and the Recipient. 17.11 Interest. OMAFRA reserves the right to demand interest on any repayment of Financial Assistance owing by the Recipient under the terms of this Agreement at the then-current interest rate charged by the Government of Ontario on accounts receivable. The Recipient shall pay the amount of interest owing upon receipt of a written demand and within the period specified by OMAFRA. 17.12 Government of Ontario and Recipient Independent. Nothing in this Agreement shall be deemed to constitute the Recipient an employee, servant, agent, partner of or in joint venture with the Government of Ontario for any purpose whatsoever. 17.13 Recipient Cannot Represent the Governments of Canada or Ontario. The provision of Financial Assistance to the Recipient pursuant to this Agreement is for the sole purpose of, and is limited to, carrying out the Project. The Recipient warrants and agrees that under no circumstances shall it enter into any contract or commitment in the name of or on behalf of the Governments of Canada and/or Ontario. The Recipient acknowledges and agrees that it is not by the terms of this Agreement or otherwise, granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the Governments of Canada and/or Ontario, to act as an agent of the Govemments of Canada and/or Ontario, or to bind the Governments of Canada and/or Ontario in any manner whatsoever other than as specifically provided in this Agreement. 17.14 Consultants. The Government of Ontario acknowledges that, in connection with carrying out the Project, the Recipient may engage one or more Consultants. The Government of Ontario acknowledges and agrees that the Recipient shall have the sole authority and responsibility for such employees, agents or Consultants, including their 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. 17.15 Lobbyists and Agent Fees. The Recipient warrants that any person hired, for payment, or to speak or correspond with any employee or other person representing the Recipient, concerning any matter relating to the contribution under this Agreement or any benefit hereunder and who is required pursuant to the Lobbying Act, as amended, is registered pursuant to that Act. The Recipient also warrants that it has not and nor will it make a payment or other compensation to any legal entity that is contingent upon or is calculated upon the contribution hereunder or negotiating the whole or any part of the terms of this Agreement. Page 24 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 Fite# 27655 17.16 Cooperation. The Govemment of Ontario and the Recipient agree to cooperate with one another and will be frank, candid and timely when dealing with one another and will endeavour to facilitate the implementation of this Agreement. 17.17 Data. The Recipient agrees that the Government of Ontario may, in its sole discretion, gather and compile information and data required under this Agreement and disclose such information and data to the Federal Government. 17.18 Priority. Where there is a conflict between one or more of the schedules of this Agreement, the following order of priority shall apply: Schedule "A", Schedule "C", Schedule "B" and all other schedules. 17.19 Entire Agreement. The Agreement constitutes the entire Agreement between the Government of Ontario and the Recipient with respect to the subject matter contained in the Agreement and supersedes all prior oral or written representations and/or agreements. - END OF GENERAL TERMS AND CONDITIONS - Page 25 of 5560 BCF-CC ContriBution Agreement for Infrastrucfure Projects -Intake 2 File# 27655 SCHEDULE"B" DESCRIPTION OF THE PROJECT BCF-CC FILE #27655 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON PROJECT CONSTRUCTION START DATE: March 1, 2010 WORK DESCRIPTION: The Municipality of Clarington proposes energy savings upgrades to the Garnet B. Rickard Complex. The project includes an arena lighting retrofit, facility lighting retrofit, ice plant optimization, ice plant heat recovery, controls upgrade, rink scheduling, dressing room scheduling, rink ventilation, rink interior entrance sealing, domestic water conservation, skylight upgrade, and the replacement of refrigeration compressors, condenser and arena dehumidifier units. Page 26 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 SCHEDULE"C" ELIGIBLE AND INELIGIBLE COSTS ELIGIBLE COSTS C.1. Subject to Section C.2, Eligible Costs will be all direct costs which are in OMAFRA's opinion properly and reasonably incurred and paid by the Recipient for Eligible Costs under a contract for goods or services necessary for the implementation of the Project. Eligible Costs will include only the following: a) the capital costs of acquiring, constructing or renovating a tangible capital Asset, as defined and determined by OMAFRA; b) the costs of joint communication activities (press releases, press conferences, translation, etc.) and road signage recognition as described in Schedule "G'; c) all planning (including plans and specifications) and assessment costs such as the costs of environmental planning, surveying, engineering, architectural supervision, testing and management consulting services, to a maximum of 15% of total Eligible Costs or 15% of the federal contribution, whichever is less; d) the costs of engineering and environmental reviews, including environmental assessments and follow-up programs as defined in the Canadian Environmental Assessment Act and the costs of remedial activities, mitigation measures and follow- up identified in any environmental assessment; e) the costs of Project-related signage, lighting, Project markings and utility adjustments; f) costs of consulting with Aboriginal Group(s), including the translation of documents into languages spoken by the interested Aboriginal Group(s); g) the costs of developing and implementing innovative techniques for carrying out the Project, as determined by OMAFRA; h) Recipient audit and evaluation costs as specified in this Agreement, with the exception of costs related to the retaining of an external auditor; i) other costs that, in the sole opinion of OMAFRA, are considered to be direct and necessary for the successful implementation of the Project and have been approved in writing prior to being incurred; and j) for collaborative (i.e., capacity building) projects the costs of planning, developing, and implementing as may be identified in Schedule B: (i) studies, strategies, or systems related to infrastructure integrated asset management, which may include software acquisition and implementation; (ii) studies, strategies, or systems related to infrastructure demand management; Page 27 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 (iii) feasibility studies for specific infrastructure Projects which at the time of the study are not being actively considered for funding under the BCF-CC; (iv) training directly related to an eligible subcategory; and (v) provincial long-term infrastructure plans. Collaborative project costs may include incremental training, travel, salaries and other employee benefits of employees of the recipient directly engaged in these activities, as well as the costs of adapting methodologies and technologies, software acquisition and implementation, or other costs that are direct and necessary for the successful implementation of a Project and that have been approved in advance, and in writing, by the Oversight Committee. C.2. INELIGIBLE COSTS The following costs are ineligible for Financial Assistance: a) costs incurred prior to June 5, 2009; b) costs incurred after the Project Completion Date; c) the cost of developing a business case or proposal for funding; d) the cost of purchasing land and associated real estate and other fees; e) financing charges and interest payments on loans; f) leasing land, buildings, equipment and other facilities; g) general repairs and maintenance of a Project work and related structures, unless they are part of a larger capital expansion Project; h) services or works normally provided by the Recipient, incurred in the course of implementation of the Project, except those specified as eligible costs; i) the value of any goods and services which are received through donations or in kind; j) employee wages and benefits, overhead costs or other direct or indirect operating, maintenance and administrative costs incurred by the Recipient, and more specifically costs relating to services delivered directly by permanent employees of the Recipient, or of a Crown corporation or corporation owned and controlled by the Recipient except as per Section C.1 j) above or in cases where the Recipient can demonstrate value for money and that the costs are incremental; k) costs associated with that portion of the works identified in Schedule "B" as being specifically excluded from the Project; and I) legal fees. Page 28 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 SCHEDULE "D" FINANCIAL ASSISTANCE Total Eligible Costs: $1,275,000 Federal Maximum Financial Assistance: $425,000 Ontario Maximum Financial Assistance: $425,000 Maximum Financial Assistance: $850,000 OMAFRA will hold back 10% of the Maximum Financial Assistance, the release of which shall be contingent on submission of the Recipient's Final Report detailing the progress and status of the Project and substantiating that the Project has been Substantially Performed. Such report must contain the information required in the Final Report as set out in Section 6.4 of Schedule "A" of this Agreement. OMAFRA is not obligated to pay interest on the holdback or any other payments under this Agreement. MINISTRY COLLABORATES WITH THE RECIPIENT ON AN APPROPRIATE PROJECT SCHEDULE Page 29 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 SCHEDULE"E" GOVERNMENT OF CANADA REQUIREMENTS OMAFRA and the Recipient agree to the following Government of Canada Requirements: The Recipient acknowledges and agrees that the amount of Financial Assistance being provided by OMAFRA is dependent on the Government of Ontario receiving funds for the Project from the Government of Canada. Should the Government of Ontario not receive the funds it expects to receive in relation to the Project from the Government of Canada, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance being provided to the Recipient pursuant to this Agreement (including, without limitation, requiring repayment of Financial Assistance already paid to the Recipient). 2. The Recipient shall indemnify and hold harmless the Government of Canada, its officers, servants, employees or agents, from and against all claims and demands, loss, damages, costs, expenses, actions, suits or other proceedings by whomsoever made, sustained, brought, prosecuted, threatened to be brought or prosecuted in any manner, based upon, occasioned by any injury to persons, damage to or loss or destruction of property, economic loss or infringement of rights caused by or arising directly or indirectly from: a) the Project being funded by this Agreement; b) the performance of this Agreement or the breach of any term or condition of this Agreement by the Recipient, its officers, employees and agents, or by a third party, its officers, employees or agents; c) any omission or other willful or negligent act of the Recipient, its employees, officers or agents; Except to the extent to which such claims and demands, losses costs, damages, actions, suits or other proceedings relate to the act or negligence of an officer, employee or agent of Canada in the performance of his or her duties. 3. The Recipient further agrees to indemnify and hold the Government of Canada, its directors, officers, employees and agents, for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, which the Government of Canada, its directors, officers, employees and agents 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. 4. The Recipient acknowledges that the provisions of the Access to Information Act (Canada) and the Privacy Act (Canada) and regulations thereunder bind Her Majesty the Government of Canada. 5. The Recipient acknowledges that the Government of Canada is or will be the owner of Page 30 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 Fite# 27655 certain distinguishing marks comprised of designs, trademarks and official marks in relation to BCF-CC (the "Federal Licensed Marks") and the Recipient is subject to the requirements of Section 13 of Schedule "A" of this Agreement, with appropriate changes, in relation to the Federal Licensed Marks. 6. No member of the House of Commons or of the Senate of Canada shall be admitted to any share or part of any contract, agreement or commission made pursuant to this Agreement or to any benefit arising therefrom. 7. Notwithstanding any provisions of this Agreement, all obligations of the Government of Canada incurred by virtue of this Agreement shall be subject to the Financial Administration Act (Canada). f3. Pursuant to the requirements of the Canadian Environmental Assessment Act, the Recipient will follow the general environmental mitigation measures outlined in the document entitled "Screening under the Canadian Environmental Assessment Act" and any Project-specific environmental mitigation measures as communicated to the Recipient by the Government of Canada. 9. The Recipient acknowledges and agrees that the Government of Canada may, in its sole and absolute discretion, exercise OMAFRA's right to monitor the Project, perform audits and/or gather data pursuant to the terms and conditions of this Agreement. 10. The Recipient warrants that: a} it has not, nor has any person on its behalf, paid or provided or agree to pay or provide, to any person, directly or indirectly, a commission, contingency fee or any other consideration (whether monetary or otherwise) that is dependant upon the execution of the Agreement or the person arranging a meeting with any Public Office Holder as defined in the Lobbying Act; b) it will not, during the term of this Agreement, pay or provide or agree to pay or provide to any person, directly or indirectly, a commission, contingency fee or any other consideration (whether monetary or otherwise) that is dependant upon the person arranging a meeting with any Public Office Holder; c) any person who, for consideration, directly or indirectly, communicated with or arranged a meeting with any Public Office Holder, in respect of any aspect of this Agreement, prior to the execution of the Agreement, was in compliance with all requirements of the Lobbying Act; d) any person who, for consideration, directly or indirectly, during the term of this Agreement and in respect of any aspect of this Agreement, communicates with or arranges a meeting with any Public Office Holder will be in compliance with all requirements of the Lobbying Act; and e) at all relevant time the Recipient has been, is and will remain in compliance with the Lobbying Act. Page 31 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 SCHEDULE"F" ADDITIONAL PROVISIONS The Government of Ontario and the Recipient agree to the following additional provisions: 1. Further to Section 16 of Schedule "A" hereto, notice can be given at the following addresses: (a) If to OMAFRA: Ministry of Agriculture, Food and Rural Affairs 1 Stone Road West, 4`" Floor Guelph, Ontario N1G 4Y2 Phone: 1-888-466-2372 Fax: (519) 826-4336 E-Mail: bcf.ccC~ontario.ca Attention: Dino Radocchia, Manager (b) If to the Recipient: Municipality of Clarington 40 Temperance St. Bowmanville, Ontario Li C 3A6 Phone: (905) 623-3379 Fax: (905)623-6506 E-Mail: cao~municipality.clarington.on.ca Attention: Frank Wu, Chief Administrative Officer 2. Other provisions: 3. Other Reporting Requirements: 4. Useful Life of Project Infrastructure: [i.e., no. of years] Page 32 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects - lniake 2 Frle# 27655 SCHEDULE"G" COMMUNICATIONS REQUIREMENTS Unless specified otherwise in Schedule "F", for the purposes of this Schedule "G" the Recipient shall follow these communications requirements. Purpose of Schedule This Schedule describes the Recipient's responsibilities and financial obligations involved in the joint communications activities and products for the Project to recognize the contributions of the Government of Canada, the Government of Ontario and the Recipient. General Principles The Recipient agrees to work with BCF-CC officials and other partners to undertake communication activities for the Project in an open, effective and proactive manner, ensuring equal recognition of all parties making a significant financial contribution to the Project. All parties making a significant financial contribution to the Project will receive equal recognition and prominence when logos, symbols, flags and other types of identification are incorporated into events, signs and plaques unless the BCF-CC Joint Secretariat specifies otherwise. All events, signs and plaques will follow these Communications Requirements and any other requirements that may be specified by the BCF-CC Joint Secretariat from time to time. Both official languages will be used for public information, signs and plaques in accordance with the Official Languages Act (Canada). The Recipient may produce information kits, brochures, public reports and Web pages providing information on the Project and Agreement for private-sector interest groups, contractors and members of the public. The Recipient will consult with the Governments of Canada and Ontario in preparing the content and look of all such material. All communications referencing the Governments of Canada and Ontario must be approved. Events The Recipient agrees that all Project-related milestone events, such as groundbreaking and ribbon-cutting ceremonies, will be organized in cooperation with the Governments of Canada and Ontario and any other parties making a significant financial contribution to the Project. The Recipient will coordinate a mutually agreeable venue, date and time for the event in light of the availability of all participants. Unless agreed to in advance, no event should take place without at least fifteen (15) working days notice to all Parties. The Recipient may invite other elected officials and members of council. The Recipient should also invite local interested parties, such as contractors, architects, labour groups, and community leaders as early as possible, and in consultation with the Governments of Canada and Ontario, prior to the event. All written communications (invitations, public service announcements, posters, etc.J must Page 33 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 indicate that the Project received Financial Assistance from the Governments of Canada and Ontario under the BCF-CC. The Governments of Canada and Ontario will assist the Recipient in developing an agenda, news release, etc. All parties will approve and receive final copies. Federal, provincial and municipal flags should also be on display at all BCF-CC events. The Table of Precedence for Canada, as established by Canadian Heritage (http://www.pch.gc.ca/pgm/ceem-cced/prtcl/precedence-eng.cfm), or some other mutually acceptable protocol should be respected. Signs and Plaques The Recipient agrees to produce and install temporary and permanent Project signage to communicate the nature of the Project and the involvement of the Governments of Canada and Ontario and the Recipient, as outlined in the BCF-CC Style Guide. Generally, the Recipient must ensure that the design, wording and specifications for signage are in accordance with federal and provincial visual identity guidelines, available on the BCF-CC website at www.BCFontario.ca. Temporary signs must be removed within 90 days of project completion. Eligible Costs Related to Communication Activities The Recipient will pay the costs of preparing and delivering communications activities and products, including the organization of special events and the production of signage. These costs are deemed to be Eligible Costs under the Agreement as specified below. For the purposes of events, Eligible Costs include the following: • Printing and mailing invitations • Light refreshments, such as coffee, tea, juice, donuts, muffins, snacks • Draping for plaque unveiling • Project material for display and/or media kit • Temporary signage • Rentals such as: • flagpoles • stage • chairs • podium • PA system The cost of certain items such as alcoholic beverages, china, tents, waiters, guest mileage or transportation, wine glasses, lamps, tea wagons, plants, photographers and gifts are not Eligible Costs. For the purposes of signage, Eligible Costs include the following: - Maximum costs of $2,250 for a small sign and $4,250 for a large sign - Maximum costs of $2,500 for a permanent plaque Page 34 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 SCHEDULE"H" EXPENDITURE AND JOB CREATION REPORT Fife# 27655 Ca.nad'a ~Orrtario Building Canada Fund- Communities Component BCF-Ct: Fonds chantiers Canada -Ontario Le violet Collectivites (FCC-~C) EJfPENDITURE.gNDJQ6 CRFIITIONREPORT Rec)pierrtName: Municipality of Clarington File Number BCF CC FILEIl27655 Expenditure Forecast.Table 9Lflk::'. 0 0 20,000.00 ~ 25,000.00 ZtfiA~'t1v. ' 480,000.00 420,000.00 330,000.00 0 Jobs Createda'Sustained Table Average Number of Temporary Jobs Previous Quarter (show date rarges)Apr-June09 0 Current:Quarter (sAow date ranges)Jul -SeptO 0 I negoai Is mortar me end ofthe fiscal y~ra calculation could be made of the total number of jotis (person yearsof employment)from each project prepared By: George Acorn phoneNumtier: 905-623-3379, ext. 405 Email: gacorn@clarington.net Date: August 31, 2009 ~, r~.r+ci ruuure~arevmy cnnsoereq engtoieaner me announcemeM.of meapptoral of the prbjed. 2) Pl~se complete theexpendHure table based. on actual and projedede~endilures. Costs arete be identified m the quarter that have been or willbe rnwned (rather than when they areto i>e paid).. 3) Please only inctutle Net Eligible Erryendkrres-tdaleliglble oostsnet GST. 4) Fxpenddure forecasts should not exceedtdal eligible Costsaeiderrtifierl in Sdhedrile DoF the Contribution Agreement. 5) If the project canrrotbe completed withinthe timehamesoftheprograrn, pleaseconfad the Canada Ontario Infrastructure Secrdadat: 6) Prevlousty repoded iniortnation ispmvlded for you. Should the infonrratton havechanged, please provide the revised expenditures abng with an ermlanationof the change. 7) This iMOrmation is requaed on a quarterly basis on or before thefollowing dates: May 15, August 15, November 15 and February 15. $) Temporary Jobs refers to all non-munitlpal employees who areworking on This projed.(e.g. Construdian workers, engineere, etc). 9) Average number of temporary Jabs rekrs to the numtier M workers invoMed in the project over the time period. FXanple: ifs conslrudion-workers were there for the entire quartet (13 weeks),.and 20 additional constnJdion workerswere there fa 8 weeks, the average number of workers for this quartecwould be 15. Page 35 of 5560 N N N Y a~'i .o a N O N m Q 0 Q O U U U ro F z CW G W Q =N N ~~ W ~ =O U~ Na 0 a a J U a s n c °~ c _ n V ~ U N Y N c i ~ ~ E v U A ~ C g W~ A L C U m u8 CLL m 0 '~ ~es ~ ~ g pp 6~ § ~~ $ 39 ~v $ ! SA a Qo- ~ 4 s ~~ ~~ ~ $~ ~ ~~~@ , a 3e ~' a ~ -'.'~ ;a eg= L~ 9. S ~ ~ ~ ~ 0~~ ~ 5 g ~~ D ~ ~ s c Q 3 s 8 s° s ° $ E, ~s~ . ~ a a x P a "£~ ~~~' $ ~ ' e e ~ ~ € ( i b €~ ~ . E ~ s ~ 3 j ' ~ ~ s € ~ ~ . ~~~ _ € ~ ~ F ~ s "~ 3 $~~ pp sS as s 5 `~ g %j S b i ~ g~2 ~~s d~ 8 8 se 0 s F°~ a ~ gg ~ ~ a s 3 ~ ~ ~ e E ~ ; ~ ° ~, 9 a e*s ~ ~ i 6 `i Y € sa g ` 3 3 ` a ~ . . ~ s _ ~ °~ s ~ ~ Em 8 € of os ~ . ~ ~ ~~ ~ i a Y 8~ c y ~ ~ ~ § ~ ~y °= a a` `° v s; -a a ° ' ~.~ a a ~ H 54 5 ¢ s = ~ $ $3. ~` e~ ~ ` 9 ~ e.~ ~z .g .. =~. s~5 F8 .55 & F s ~ ~~ ~} ~ ~°i pp f4~ O co N (0 a N N Y R C U .~ O a a1 N O N N Q O .j ;a O U U U U 00 ~~ W~ ~a W O~ W -~ 2 Q Z N LL U U U > LL V m LL d a~ E d u o U d w Y 0 EJ f o o U ~ C C Q 7 ~ o R $ ~ U ~ q S U d m ~ °g c ~ t o ~ v m y a c _ IL R w it V ~~`V ~C~55C~ s- 5 n ~ S'~ E P v 4 q ~ m s ~~o ` 2 =ma € ~~ ~~s axe 0 .,kw ,E an: g. 8 € a `s .m ~ ~ ~ E ~ § s' m ~ o e 5 m ~ m v - H , . g.$ e~ Y's 3.v e. e ~~ g~e€n a $g5~go°~ ~;. o v ~ ~ a Q ;~g ~'~ ~ . . . :€R a° ~ m p ~ e'~e s g o- W - $ m ~ » o a a ~' E U ~' - ~ Sj. ~y L U ~ C s n ~ a` Z o - ~ a ~ ~ G m ~ 0 0 M m rn t0 d BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 SCHEDULE"K" SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION File# 27655 Canada Ontario Building Canada.Fund -Cbmmunities Compponent (BCF-CCj Fonds ctrantiers Canada-0ntario Le violet ~otlectivitiis (FCC-VG) SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION In the mafferof4ne Agreement entered into between, Her Majesty the Queen in right of Ontario,. as represented by the>Minister of Energy arM fnfrestructure andthe Minister of Agrialture, Food' and Rutal Affairs, brr ,2009. 1, a Registered (Engineer orArchitedt} in the Province of Ontario, do solemnly declare as follows:. 1. That I am the (title, department, otganizafion); and as' such have knowledge of the matters setforth in ttiis affidavit; 2 That the wailidentified as Project mthe above-mentioned Agreement (has f has notj been substanfiNly completed as tlescritied in Schedule R; dated on the day of 20 3. That the value (ddlar amount) ofsubstantiallycompleted work on the Project,. by March 31, 2011 is {dollars).: 4. That the work: a. was carried. dut by (the prime contractor}, between (startdafe) and (completion date); b, was supervised and inspected by qualified :staff; c. eoniorms with the plans; speci9cations and other documentation for the work; and d. conforms with,applicabte environmental legislation„and appropriate mitigation measures have been implemented. Declared at (dtyl, to the Province of Ontario this day of 20_ (Signatwe) NamE: Witness Name: Title: Title: Page 38 of 5560 BCF-CC Contribution Agreement for Infrastructure Projects -Intake 2 File# 27655 SCHEDULE "L" ABORIGINAL CONSULTATION PROTOCOL 1.0 Responsibilities of the Recipient 1.1 The Recipient shalt immediately notify Ontario: (i) of contact by any Aboriginal Groups regarding the Project; or (ii) if any Aboriginal archaeological resources are discovered in the course of the Project, and in either case, Ontario may direct the Recipient to take such actions, including without limitation suspension of the Project, as Ontario may require. The Recipient shall comply with Ontario's direction. 1.2 The Recipient shall provide in any contracts with third parties for the Recipient's right and ability to respond to direction from Ontario as Ontario may provide in accordance with section 1.1. Page 39 of 5560 BCF-CC Conlritrutron Agreement for Infrastructure Projects -Intake 2 File# 27655 Page 40 of 5560 e.,.... . ~ . m.,. t~ BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO, as represented by the Minister of Energy and Infrastructure and the Minister of Agriculture, Food and Rural Affairs (referred to herein jointly as "Ontario" and as "OMAFRA' in the latter case) AND: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (referred to herein as the "Recipient") WHEREAS the Government of Canada has established a $4 billion Infrastructure Stimulus Fund (ISF) under Canada's Economic Plan to mitigate against the impacts of the global economic recession by increasing the total amount of construction activity to projects that can start and be substantially completed in fiscal years 2009-2010 and 2010-2011; AND WHEREAS the Government of Ontario also recognizes the impacts of the global economic recession on the Province of Ontario and is actively mitigating against those impacts by increasing the total amount of construction activity to projects that can start and be substantially completed in fiscal years 2009-2010 and 2010-2011; AND WHEREAS the purpose of the Infrastructure Stimulus Fund Contribution Agreement ("Agreement') is directed at capital projects that involve moveable or non-moveable assets, constructed, rehabilitated, or improved, in whole or in part; AND WHEREAS this Agreement defines the terms and conditions of a financial conhibufisr ' ` from the Government of Canada and the Government of Ontario to assist with pr~}ects undeF ISF which is being administered by the Government of Ontario; - - ~' - - NOW THEREFORE in consideration of the mutual covenants and agreements hereirrCOrifaitt~d and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows: This Agreement, including: Schedule "A" -General Terms and Conditions Schedule "B" -Description of the Project(s) Schedule "C" -Eligible and Ineligible Costs Schedule "D" -Project Financial Assistance Schedule "E" -Government of Canada Requirements Schedule "F" -Additional Provisions Schedule "G" -Communications Requirements THIS AGREEMENT made in quadruplicate as of the ~? day of ~'~ G~ ~°~/, 2009. ' - lSF Contribution Agreement Schedule "H" -Expenditure and Job Creation Report Schedule "I" -Claims and Progress Statement Schedule "J" -Final Report Schedule "K" -Solemn Declaration of Substantial Completion Schedule "L" -Aboriginal Consultation Protocol constitutes the entire Agreement between the parties with respect to the subject matter contained in this Agreement and supersedes all prior oral or written representations and agreements. IN WITNESS WHEREOF, the Government of Ontario and the Recipient have respectively executed and delivered this Agreement on the date set out above. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by the Minister of Energy and Infrastructure by: Name: The Title: Dep OCT 13 2009 George Smitherman Date and Minister of Energy and Infrastructure and by the Minister of Agriculture, Food and Rural Affairs by: G'~~ Name: Th Honourable Leona Dombro y Title: Minister of Agriculture, Food and Rural Affairs nor 2 2 2009 Date RECIPIENT'S NAME: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON by: - - NamE:-Ji _ ~ Title:_-_ _a _ Affix- ~_ ~ -- Corporate-; Seal ~ -_ if r Patti L. Barrie Va~&~ff7sgx Municipal Clerk I/we have authority to bind the Recipient September 8, 2009 Date September 8, 2009 Date ~, Page 2 of 44 ~' ISF Contribution Agreement ' - SCHEDULE "A" GENERAL TERMS AND CONDITIONS SECTION 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions. When used in this Agreement (including the cover and execution pages and all of the Schedules), the following terms shall have the meanings ascribed to them below unless the subject matter or context is inconsistent therewith: „• "Aboriginal Group(s) includes the Indian, Inuit and the Metis peoples of Canada or any other group that has legally been recognized as holding Aboriginal or treaty rights under section 35 of the Constitution Act, 1982. "Adjust the Financial Assistance" means adjust or terminate the Financial Assistance on the Project or the amount of financial assistance for any other of the Recipient's Project(s) under the ISF, or any other provincial program(s) or initiative(s) (either current or future), and/or require repayment for some or all of the Financial Assistance for the Project in an amount to be determined by OMAFRA and within the period specified by OMAFRA. "Agreement' means this Infrastructure Stimulus Fund Contribution Agreement, including the cover and execution pages and all of the Schedules, and all amendments made hereto in accordance with the provisions hereof. "Allowable Financial Assistance° has the meaning given to it in Section 8.1 of Schedule "A° . "Asset" means any moveable or non-moveable asset, constructed, rehabilitated, or improved, in whole or in part, with Financial Assistance contributed by the Government of Canada and the Government of Ontario under this Agreement. "Business Day" means any day on which Government of Ontario offices generally are open for business in the Province of Ontario. "Claim and Progress Statement° has the meaning given to it in Section 6.3 of Schedule "A". "Claims Submission" has the meaning given to it in Section 6.3 of Schedule "A". "Class of Asset' means a a) Local Government Asset; b) Not-For-Profit Private Sector Asset; c) For-Profit Private Sector Asset; or d) Provincial Asset. "Communication Requirements" means the communication requirements set out in Schedule "G", or as directed by OMAFRA from time to time. "Consultant" means any consultant, engineer, contractor, project manager, architect or other service provider, as the case may be, retained by the Recipient to undertake any part of the work related to the Project. "Contract" means a contract between a Recipient and a third party at arm's length whereby the Page 3 of 44 1SF Contribution Agreement ~ latter agrees to provide a product or service to the Project in return for financial consideration - that may be claimed as an Eligible Cost. "Crown Agency' means a Crown agency as defined in the Crown Agency Act, R.S.O. 1990, c. C.48, as amended. `Eligible Costs" means the costs so described under Par[ C.1 of Schedule °C' and Schedule «G„ °End of Financial Assistance Date" means March 31, 2011. "Environmental Contaminant" means any hazardous or toxic substance or material including, without limitation, products of waste, contaminants, pollutants, dangerous substances, noxious substances, toxic substances, hazardous wastes and flammable, explosive or improperly handled friable materials. "Environmental Laws" means all applicable federal, provincial or municipal laws, regulations, by-laws, orders, rules, policies or guidelines respecting the protection of the natural environment, public or occupational health or safety, and the manufacture, importation, handling, transportation, storage, disposal and treatment of Environmental Contaminants. and include, without limitation, the Environmenta! Protection Act, R.S.O. 1990, c. E. 19, as amended, the Environmental Assessment Act, R.S.O. 1990, c. E. 18, as amended, the Ontario Water Resources Act, R.S.O. 1990, c. O. 40, as amended the Canadian Environmental Protection Act 1999, S.C. 1999, c. 33, as amended, the Canadian Environmental Assessment Act, S.C. 1992, c. 37, as amended, the Fisheries Act, R.S.C. 1985, c. F-14, as amended and the Navigahle Waters Protection Act, R.S.C. 1985, c. N-22, as amended. "Event of Default" has the meaning given to it in Section 15.1 of Schedule "A". "Expenditure and Job Creation Report" has the meaning given to it in Section 6.2 of Schedule °A" and Schedule `H'. "Expiration Date" means March 31, 2012. "Federal Licensed Marks" has the meaning given to it in Section 5 of Schedule "E'. "Federal Maximum Financial Assistance" has the meaning set out in Schedule "D". "Final Report" has the meaning given to it in Section 6.4 of Schedule "A". "Final Report Date" means April 15, 2011. "Financial Assistance" means the funds paid to the Recipient pursuant to this Agreement. "Fiscal Year" means the period beginning on April 1 of a year and ending on March 31 of the following year. "For-Profit Private Sector Asset' means an Asset that is owned, or will be owned, by a for- profit private sector entity. Government of Canada" means Her Majesty the Queen in right of Canada. Page 4 of 44 ISF Contribution Agreement "Government of Ontario" means Her Majesty the Queen in right of Ontario. "Infrastructure" means publicly or privately owned capital assets in Ontario for public use or benefit. "Indemnified Parties" means Her Majesty the Queen in right of Ontario, Her Ministers, directors, officers, agents, appointees and employees and Her Majesty the Queen in right of Canada, Her Ministers, directors, officers, agents, appointees and employees. "Ineligible Costs" means the costs so described under Part C.2 of Schedule "C". "Licensed Marks" has the meaning given to it in Section 13 of Schedule "A'. "Local Government Asset" means an asset that is owned, or will be owned, by a local or regional government established under the laws of Ontario. "Local Services Board" means a Local Services Board established under the Northern Services Boards Act, R.S.O. 1990, c. L. 28, as amended. "Maximum Financial Assistance" has the meaning set out in Section 4.6 and Schedule "D". "Not-For-Profit Private Sector Asset" means an Asset that is owned, or will be owned, by a not-for-profit private sector entity. "Ontario Maximum Financial Assistance' has the meaning set out in Schedule "D". "Project" means the project or projects as described in Schedule "B". "Project Completion Date° means March 31, 2011. "Project Construction Start Date" has the meaning given to it in Schedule "B". "Project Status Report" has the meaning given to it in Section 6.1 of Schedule "A". "Provincial Asset" means an Asset that is owned, or will be owned, by the Government of Ontario or by a public sector body that is established by or under Ontario statute or by or under regulation. "Recipient" has the meaning given to it on the first page of this Agreement. "Solemn Declaration of Substantial Completion" is referred to in Section 6.5 and Schedule "K" "Substantially Completed" has the same meaning as and shall be determined in accordance with "substantially performed" in subsection 2(1) of the Construction Lien Aci, R.S.O. 1990, c. C.30, as amended, and "substantial completion" shall have a corresponding meaning. "Term" has the same meaning set out in Section 2.1. "Total Eligible Costs" has the meaning set out in Schedule "D". Page 5 of 44 ISF Contribution Agreement 1.2 Herein, efc. The words °herein", "hereof" and "hereunder' and other words of similar import refer to this Agreement as a whole and not to any particular schedule, article, section, paragraph or other subdivision of this Agreement. 1.3 Currency. Any reference to currency is to Canadian currency and any amount advanced, paid or calculated is to be advanced, paid or calculated in Canadian currency. 1.4 Statutes. 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 supplementing or superseding such statute or regulations. 1.5 Gender, singular, etc. Words importing the masculine gender include the feminine or neutral gender and words in the singular include the plural, and vice versa. 1.6 OMAFRA Approvals. Any reference to, or requirement for, OMAFRA's approval in this Agreement or in any schedule hereto shall be deemed to require the prior and express written approval of OMAFRA. SECTION 2 TERM OF AGREEMENT 2.1 Term. Subject to any extension or termination of this Agreement or the survival of any of the provisions of this Agreement pursuant to the provisions contained herein, this Agreement shall be in effect from the date set out on the first page of this Agreement, up to and including the Expiration Date (the "Term"). 2.2 End of Financial Assistance Date. Notwithstanding anything in this Agreement and regardless of the Project's state of completion, the Government of Ontario shall not be obligated to provide Financial Assistance under this Agreement for any costs incurred after the End of Financial Assistance Date. The Recipient will be responsible for any financial obligations after that date related to the Project or this Agreement. 2.3 Project Completion Dafe. The Recipient shall complete the Project by the Project Completion Date. The Government of Ontario shall not be obligated to provide Financial Assistance under this Agreement for any costs incurred after the Project Completion Date. The Recipient will be responsible for any risks and obligations to complete the Project if the Recipient fails to complete the Project by the Project Completion Date. The Recipient will also be responsible for completing the Project as soon as possible after the Project Completion Date. SECTION 3 ELIGIBLE COSTS 3.1 Eligible Costs. For a cost to be eligible for Financiat Assistance pursuant to this Agreement (an `Eligible Cost"), the cost must be included in Schedule "C", Part C.1, except where otherwise expressly approved in writing by OMAFRA. For greater certainty, where Schedule "B" identifies a portion of the works that are specifically excluded from the description of the Project under this Agreement, the costs associated with that portion of the works are not eligible for Financial Assistance. 3.2 Discretion of OMAFRA. Subject to Section 3.1, the eligibility of any costs not listed in Page 6 of 44 1SF Contribution Agreement Part C.1 of Schedule "C" will be determined in accordance with the policies and guidelines ('rf any) established by OMAFRA to administer the ISF. The final determination of the eligibility of any costs claimed is at the sole and absolute discretion of OMAFRA. 3.3 Retention of Receipts. The Recipient shall retain all accounts, documents and records of payments related to Eligible Costs including, without limitation, invoices and receipts, for audit purposes and such supporting documentation must be available to OMAFRA when requested and shall be retained until six ((i) years after the Substantial Completion of the Project, any extension thereof or for such period as OMAFRA in its sole discretion may, in writing, direct. 3.4 Ineligible Costs. Notwithstanding anything else contained herein, the costs that are not eligible for Financial Assistance pursuant to this Agreement are set out in Part C.2 of Schedule "C" ("Ineligible Costs"). 3.5 Deemed Ineligible. The Recipient acknowledges that the Government of Ontario's Fiscal Year ends on March 31 in each year, and that should a cost not be submitted by the Recipient for payment of Financial Assistance before March 31 of the year following the Fiscal Year in which it was incurred, such cost may be deemed, at OMAFRA's sole and absolute discretion, ineligible for Financial Assistance. SECTION 4 FINANCIAL ASSISTANCE 4.1 Use of Financial Assistance. The Financial Assistance is intended for and shall be used only for Eligible Costs incurred by the Recipient. 4.2 Basis of Payout of Financial Assisfance. The Financial Assistance will be provided by OMAFRA to the Recipient on the basis set out in Schedule "D". 4.3 Reporting. The Recipient is required to submit Project Status Reports and Expenditure and Job Creation Reports to OMAFRA pursuant to Section 6.1 and Section 6.2 of Schedule "A" prior to OMAFRA releasing any Financial Assistance. 4.4 Financial Assistance Advanced. Based on submitted Expenditure and Job Creation Report projections demonstrating that Eligible Costs will be incurred in 2009-10, OMAFRA may provide to the Recipient up to 25% of Eligible Costs expected to be incurred in 2009-10 prior to OMAFRA receiving evidence that the associated Eligible Costs have already been incurred by the Recipient (the "advance payment(s)"). The Recipient is required to submit invoices demonstrating full use of the advanced payments in subsequent Claim and Progress Statements to OMAFRA. Further Eligible Costs incurred in 2009-10 will only be reimbursed following the Recipient's submission of invoices to OMAFRA and showing the full use of the advanced payment. If the Recipient is unable to provide invoices by March 31, 2010 demonstrating full-use of the advanced payment, the Government of Ontario retains the right to demand repayment of any unused Financial Assistance. Based on submitted Expenditure and Job Creation Report projections demonstrating that Eligible Costs wilt be incurred in 2010-11, OMAFRA may provide to the Recipient up to 25% of Eligible Costs expected to be incurred in 2010-11 prior to OMAFRA receiving evidence that the associated Eligible Costs have already been incurred by the Recipient Page 7 of 44 l~L. 4[[. ..~, _ J. _ _ _ .. .... ~. ISF Contribution Agreement (the `Yurther advance payment(s)"). The Recipient is required to submit invoices demonstrating full use of the further advanced payments in subsequent Claim and Progress Statements to OMAFRA. All other Eligible Costs incurred will only be reimbursed following the Recipient's submission of invoices to OMAFRA and showing the full use of the further advanced payment. If the Recipient is unable to provide invoices by March 31, 2011 demonstrating full-use of the further advanced payment, the Government of Ontario retains the right to demand repayment of any unused Financial Assistance. 4.5 Deposit of Financial Assistance In Canadian Financial Institution and Interest on Financial Assistance Advanced. All Financial Assistance provided, including any advanced or further advance payments as well as all interest earned thereon, shall be deemed to remain the property of the Government of Ontario and must be held by the Recipient for the Government of Ontario in an interest bearing account in the name of the Recipient at a Canadian financial institution, pending payment of Eligible Costs. The amount of interest earned (if any) shall be reported to OMAFRA. If the Recipient earns any interest on the advanced Financial Assistance: a) OMAFRA may deduct an amount equal to the interest from any other instalments of Financial Assistance; or b) The Recipient shall pay an amount equal to the interest to OMAFRA if directed by OMAFRA. 4.6 Maximum Financial Assistance. The total amount of Financial Assistance provided to the Recipient shall in any event be no greater than the Maximum Financial Assistance figure set out in Schedule "D". 4.7 Excess Financial Assistance. The Recipient shall immediately notify OMAFRA should the Project require less than the Total Eligible Costs to be Substantially Completed, or where additional funding is secured from other government sources such that the total funds available to the Recipient for the Project (including the Financial Assistance) exceed the Maximum Financial Assistance. OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance on the Project. 4.8 Interdependent Projects. Where implementation of a Project is dependent on completion of a project by others and the interdependent project is not completed by others in whole or in part, OMAFRA may, in its sole discretion and absolute, Adjust the Financial Assistance for the Project. 4.9 Recipient Not Carrying out Project The Recipient shall immediately notify OMAFRA if it does not intend to carry out any Project in whole or in part as specified in Schedule "B" hereto, in which case OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance for the Project. 4.10 New Information. In the event of new information, errors, omissions or other circumstances affecting the determination of the amount of Financial Assistance under this Agreement, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance for the Project. 4.11 Alternatives to Project. If the Recipient becomes aware of any means of completing either the Project's objective or the Project itself that are more cost effective, the Recipient shall immediately notify OMAFRA, in which case OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance. Likewise, if OMAFRA Page S of 44 1SF Contribution Agreement becomes aware of any alternative means of completing either the Project's objective or the Project itself that are more cost effective, the Recipient will be notified and OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance. 4.12 Transfer of Financia! Assistance between Projects. The Recipient shall not transfer Financial Assistance assigned to one Project to another Project listed in Schedule B hereto without the express written consent of OMAFRA. 4.13 Goods and Services Tax. The Financial Assistance is based on the net amount of Goods and Services Tax to be paid by the Recipient pursuant to the Excise Tax Act, R.S.C. 1985, c. E-15, as amended, net of any applicable rebates. If and when the Harmonized Sales Tax is phased in within the Province of Ontario, the Financial Assistance will be based on the net amount of the Harmonized Sales Tax to be paid by the Recipient, net of any applicable rebates. 4.14 Withholding Payment. OMAFRA may, in its sole and absolute discretion, withhold payment of Financial Assistance where the Recipient is in default in obtaining any necessary permits, approvals or licenses applicable to the Project or is in default of compliance with any provisions of this Agreement or any and all applicable federal, provincial or municipal laws, and all rules, regulations, by-laws, notices, orders, approvals, directives, protocols, policies and guidelines. 4.15 Financial Assistance upon Expiry. Without limiting any rights OMAFRA has under this Agreement, at law or in equity, OMAFRA shall have the right to be repaid by the Recipient, in whole or in part, for Financial Assistance advanced and unspent by the Recipient for a Project that has not been completed by the Project Completion Date. 4.16 Limitation on Payment of Financial Assistance. Notwithstanding section 4.4 of this Agreement, OMAFRA may choose not to advance any Financial Assistance to the Recipient until the Recipient provides the insurance certificate or other documents provided for in section 9 of Schedule "A". 4.17 Insufficient Funds Provided by the Legislafure of Canada. If, in the opinion of the Government of Ontario, the Legislative Assembly of Ontario or the Government of Canada does not provide sufficient funds to continue the Financial Assistance for any Fiscal Year during which this Agreement is in effect, the Government of Ontario may terminate this Agreement in accordance with the terms specified in Section 15.5 of Schedule `A". SECTION 5 PROJECT AWARD, CONSULTATIONS WITH ABORIGINAL GROUP(S), MANAGEMENT AND COMPLETION 5.1 Recipient Fully Responsible. The Recipient shall be fully responsible for the undertaking, implementation and completion of the Project and shall retain any and all Consultants reasonably required to undertake a project of the size, scope and complexity of the Project. Where implementation of the Project is dependent on completion of a project by others, the Recipient shall be fully responsible for obtaining any assurances that it may require from others in relation to the implementation of the Project by the Recipient. 5.2 Government of Ontario Not Responsible for Implementation. The Government of Page 9 of 44 ISF Contribution Agreement Ontario shall not be responsible in any way whatsoever for the undertaking, implementation and completion of the Project or any interdependent project of others unless the Project relates to a Provincial Asset. 5.3 Government of Ontario Not Responsible for Cosfs, efc. The Government of Ontario shall not be responsible for any costs associated with the operation, maintenance and repair of the Project nor for any claims, proceedings or judgments arising from the tender and bidding process, unless the Project relates to a Provincial Asset. 5.4 Consultations wifh Aboriginal Group(s). The Recipient agrees to be bound by the terms of the Aboriginal Consultation Protocol set out in Schedule "L". 5.5 Behaviour of Recipient. The Recipient shall at all times carry out the Project in an economical and businesslike manner, in accordance with this Agreement subject to any reasonable changes that OMAFRA may agree to or require from time to time in writing. 5.6 Competitive Process. The Recipient shall acquire and manage its equipment, services and supplies, including any construction component, required for the Project through a transparent, competitive process that ensures the best value for the Financial Assistance expended. Where the Recipient is a municipal entity, the Recipient shall follow its procurement policies as required by the Municipal Act, 2001, 2001, S.O. c. 25, as amended or, for the City of Toronto, the City of Toronto Act 2006, S.O. 2006, c. 11, Schd. A, as amended. Where the Recipient is anot-for-profit private sector entity, afor- profit private sector entity or a Local Services Board, the Recipient shall ensure that for equipment, services and supplies, the estimated cost of which exceeds $25,000.00, the Recipient shall obtain at least three written quotes unless OMAFRA gives prior written approval. The requirement for a competitive process for municipal Recipients, not-for- profit private sector Recipients, for-profit private sector Recipients or Local Services Board Recipients may be waived with prior written approval by OMAFRA if: a) the equipment, services and supplies the Recipient is purchasing is specialized and is not readily available; or b) the Recipient has recently researched the market for a similar purchase and knows prevailing market costs for the equipment, services or supplies purchased. 5.7 Trade Agreements. If the Recipient is subject to any provincial or federal trade agreements to which the Government of 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 of the applicable requirements of that Annex. In the event of any conflict between the requirements of Sections 5.6 of Schedule "A" and the requirements of this Section 5.7, the requirements referenced in this Section 5.7 shall apply. 5.8 Final Claim. The Recipient shall submit its final claims for all costs incurred by the End of Financial Assistance Date with the required documentation, including the Final Report as per Section 6.4 of Schedule "A", for approval, cost reviews, audits (including any value for money audits that OMAFRA may decide to undertake in its sole and absolute discretion) within 90 days following the Substantial Completion of the Project and no later than the Final Report Date, which date is earlier, or such later date as is specified in Page 10 of 44 ISF Contribution Agreement writing by OMAFRA. Upon completion of the cost reviews, audits and settlement, OMAFRA shall not be obligated to consider any further claims in relation to the Project. The Recipient shall also submit, upon request by OMAFRA, any documentation required for approval, cost reviews and audits. 5.9 Commencement of Project. The Recipient shall begin the Project within sixty (60) days of the Project construction start date, as per Schedule B, or such other period as OMAFRA may allow, failing which this Agreement may be terminated pursuant to Section 15. 5.10 Contracts. The Recipient shall ensure that all Contracts: a) are consistent and do not conflict with this Agreement; b) incorporate the relevant provisions of this Agreement to the fullest extent possible; c) be consistent with all policies and procedures the Government of Canada and/or the Government of Ontario may provide to the Recipient in relation the ISF; d) are awarded and managed (i) in a way that is transparent, competitive and consistent with value for money principles; and (ii) in accordance with any policies and procedures the Government of Ontario may provide to the Recipient; e) require that the parties thereto comply with any and all applicable federal, provincial or municipal laws, and all rules, regulations, by-laws, notices, orders, approvals, directives, policies, protocols and guidelines; and f) authorize the Governments of Canada and Ontario of to collect, use and disclose information and data gathered by parties, perform audits and monitor the Project as they see fit. SECTION 6 REPORTING REQUIREMENTS 6.1 Project Status Report. The Recipient shall submit monthly Project Status Reports in the format prescribed by OMAFRA including such information as estimated percentage of project completion, tender call dates, tender award dates, forecast and actual construction start and end dates, and all other information respecting the progress of the Project that may be requested by OMAFRA or of which the Recipient becomes aware that may affect the Project's timely completion. In addition, and without limitation by the communications requirements set out else wherein this Agreement, the Recipient shall also submit copies of all communications and public information materials related to the Project with the Project Status Reports. 6.2 Expenditure and Job Creation Report. The Recipient shall, at a minimum, submit to OMAFRA a quarterly Expenditure and Job Creation Report, as set out in Schedule `H" hereto and which may be amended by OMAFRA from time to time, for each Project Page 11 of 44 ISF Contribution Agreement listed in Schedule "B", to OMAFRA on or before May 15, August 15, November 15 and February 15 for each Fiscal Year. 6.3 Claims Submission. All Recipient Claim Submissions shall include, but are not limited to, the following report: Claim and Progress Statement. The Recipient shall provide OMAFRA with a duly executed report in the form set out in Schedule "I' ("Claim and Progress Statement') that shall contain information to allow OMAFRA to assess the progress of the Project and OMAFRA may amend the Claims and Progress Statement from time to time, as well as the eligibility of that portion of the Project for which disbursement is being requested and the individual Project tasks and milestones. 6.4 Final Report. Within 90 days of the Project becoming Substantially Completed and no later than the Final Report Date, or such later date as is specified in writing by OMAFRA, the Recipient shall submit a final report (the "Final Report' as set out in Schedule "J") for the Project to OMAFRA in a manner satisfactory to OMAFRA and the Recipient shall follow such administrative procedures as are specified from time to time by OMAFRA. Upon acceptance of the Final Report and the processing of final claims, OMAFRA shall not be obligated to consider any further claims in relation to the Project. 6.5 Solemn Declaration of Substantial Completion. Within ninety (90) days of the Project becoming Substantially Completed and no later than the Final Report Date, or such later date as is specified in writing by OMAFRA, the Recipient shall submit a fully executed Solemn Declaration of Substantial Completion, as set out by Schedule "K", for all Projects for which Eligible Costs have been claimed. SECTION 7 RECORDS AND AUDIT 7.1 Separate Records. The Recipient shall maintain separate records and documentation for each Project listed in Schedule "B" and shall keep all records and documentation for six (6) years after the submission of the final claims referred to in Section 5.9 of Schedule "A". 7.2 Provide Records to OMAFRA. The Recipient shall provide to OMAFRA, upon request and at the Recipient's expense (including but not limited to photocopying, electronic media, transportation and postage, associated staff time, information retrieval and other office expenses), all records and documentation (including invoice summaries and certified statement of final costs) of the Recipient and its auditors, Consultants relating to the Project or any other project(s) of the Recipient under the ISF, or any other Government of Ontario program(s), for the purposes of cost reviews, audits (including any value for money audits that OMAFRA may decide to undertake in its sole and absolute discretion) settlement, as may be required by OMAFRA, of the Project or any other project(s) of the Recipient under the ISF, or any other Government of Ontario program(s). Such material shall be provided in a form and manner satisfactory to OMAFRA. 7.3 External Auditor. OMAFRA may require the assistance of an external auditor to carry out a review of the material referred to in Sections 7.1 and 7.2 of Schedule "A". If so, the Page 12 of 44 ISF Contribution Agreement Recipient shall, upon request, retain an external auditor acceptable to OMAFRA at the Recipient's sole expense. The Recipient shall ensure that any auditor who conducts a financial or program review pursuant to this section of the Agreement or otherwise, provides a copy of the report to OMAFRA for its consideration at the same time that the report is given to the Recipient. 7.4 Auditor General of Canada. The Auditor General of Canada, may, at the Auditor General of Canada's cost, conduct an audit with respect to the use of Financial Assistance under this Agreement. For the purposes of facilitating such inquiry, the Recipient shall release to OMAFRA upon request and in a timely manner, for the purpose of releasing to the Auditor General of Canada: all records held by the Recipient, or by agents or contractors of the Recipient, relating to this Agreement and/or the Financial Assistance; and 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 of the use of Financial Assistance. 7.5 Auditor General of Ontario. The Auditor General of Ontario, may, at the Auditor General of Ontario's cost, conduct an audit with respect to the use of Financial Assistance under this Agreement. For the purposes of facilitating such inquiry, the Recipient shall release to OMAFRA upon request and in a timely manner, for the purpose of releasing to the Auditor General of Ontario: all records held by the Recipient, or by agents or Contractors of the Recipient, relating to this Agreement and/or the Financial Assistance; and such further information and explanations as the Auditor General, or anyone acting on behalf of the Auditor General may request relating to the Financial Assistance. 7.6 Information. The Recipient shall supply to OMAFRA, upon request, such information in respect of the Project and its results including, without limitation, all Contracts and agreements related to the Project and all plans and specifications related to the Project, as OMAFRA may require. The Government of Canada and the Government of Ontario, their respective agents and employees, including the Auditor General's Office, shall be allowed access to the Recipient's premises and staff and to the Project site at all reasonable times to (i) inspect the progress and monitor the Project; (ii) perform cost reviews and audits on the Project; and (iii) complete any other auditing or monitoring that may be reasonably required in relation to the Project. 7.7 Information Condition Precedent for Payment. If, in the opinion of OMAFRA, any of the information requirements of this Section 7 are not met, OMAFRA may, in its sole and absolute discretion, require the information as a condition precedent to any payment in relation to the Project(s) of the Recipient under the ISF, or any other provincial program(s) (either current or future). In addition, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance for the Project. SECTION 8 OVERPAYMENT AND FAILURE TO SUBSTANTIALLY COMPLETE CONTRACT WITHIN TIMELINES 8.1 Allowable Financial Assistance. Financial Assistance paid to the Recipient prior to the submission of a Final Report in accordance with Section 5.9 of Schedule "A" shall not be construed as a final determination of the amount of Financial Assistance applicable to the Project. Upon conducting a final cost review or audit of the Project, OMAFRA will determine the final amount of Financial Assistance on the Project (the "Allowable Page 13 of 44 ISF Contribution Agreement Financial Assistance"). For certainty, the allowable Financial Assistance shall not exceed the Maximum Financial Assistance. The Recipient agrees to repay to OMAFRA, upon receipt of a written demand and within the period specified by OMAFRA, that portion of the Financial Assistance that exceeds the Allowable Financial Assistance applicable to the Project (an "overpayment'), as determined by OMAFRA, as well as any Financial Assistance used for a purpose other than that stated in the terms of this Agreement, as determined by OMAFRA. 8.2 Deduction of Overpayment. OMAFRA may deduct any overpayments of Financial Assistance for the Project from financial assistance payable on any other Project(s) of the Recipient under the ISF or any other Government of Ontario program(s) and/or Government of Canada program(s) that are delivered by the Government Ontario on behalf of the Government of Canada (either current or future). Any overpayment made on any other Project(s) of the Recipient under the ISF or any other Government of Ontario program(s) (either current or future) may in turn be deducted from Financial Assistance payable on the Project. 8.3 Interest on Overpaymenf. OMAFRA reserves the right to demand interest on any overpayment owing by the Recipient under the terms of this Agreement at the then current interest rate charged by the Government of Ontario on accounts receivable. The Recipient shall pay the amount of interest owing upon receipt of a written demand and within the period specified by OMAFRA. 8.4 Recovery of Financial Assistance. Where Eligible Costs committed to a Project have not been incurred, OMAFRA may withdraw any unspent Financial Assistance for the Project if it has not started construction on its scheduled start date or rf a Project has started construction but for which progress is not to the satisfaction of Ontario. SECTION 9 INSURANCE AND BONDING 9.1 Insurance. The Recipient represents and warrants that it has, and shall maintain in full force and effect for the term of the Agreement, at its own cost and expense, with insurers having a secure A.M. Best rating of B+ or greater, or the equivalent, all the necessary and appropriate insurance that a prudent person carrying out a project similar to the Project would maintain, including commercial general liability insurance on an occurrence basis for third parry bodily injury, personal injury and property damage, to an inclusive limit of not less than five million dollars ($5,000,000.00) per occurrence. The commercial general liability insurance policy shall include the following: (i) the Indemn'rfied Parties as additional insureds with respect to liability arising in the course of performance of the Recipient's obligations under, or otherwise in connection with, the Agreement; (ii) across liability clause; (iii) contractual liability coverage; and (vii) a 30 day written notice of cancellation, termination or material change. 9.2 Proof of Insurance. The Recipient shall provide OMAFRA with certificates of insurance, or other proof as may be requested by OMAFRA, that confirms the insurance Page 14 of 44 tSF Contribution Agreement coverage as provided for in Section 9.1 of Schedule "A". Upon the request of OMAFRA, the Recipient shall make available to OMAFRA a copy of each insurance policy. 9.3 Bonding. The Recipient shall put in effect and maintain in full force and effect or cause to be put into effect and maintained in full force and effect during the term of this Agreement. a) a performance bond in the amount of 100% of the Contract price for any construction Contract related to the Project and which is for an amount greater than $150,000.00 covering the performance of that construction Contract and the correction of any deficiencies; and b) a labour and material payment bond in the amount of 50% of the Contract price for any construction Contract related to the Project and which is for an amount greater than $150,000.00 covering the payment for labour, material or both. 9.4 Alternatives, reduction or waiver. Notwithstanding the requirements set out in Section 9.3, in the event that the Recipient provides a written business case to obtain approval to put into effect and maintain an altemative form of security or to reduce or eliminate the bonds for construction Contracts of $350,000.00 or less, OMAFRA, in its sole discretion, may accept an alternative form of security, reduce or waive the bonding requirements in whole or in part. SECTION 10 INDEMNITY 10.1 Indemnified Parties Not Liable. In no event shall the Indemnified Parties be liable for: a) any bodily injury, death or property damage to the Recipient, its employees, agents, or Consultants or for any claim, demand or action by any third party against the Recipient, its employees, agents, or Consultants, arising out of or in any way related to the Canada-Ontario Infrastructure Stimulus Fund Agreement or this Agreement or the Project; or b) any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit to the Recipient, its employees, agents, or Consultants arising out of or in any way related to the Canada-Ontario Infrastructure Stimulus Fund Agreement or this Agreement or the Project. 10.2 Recipient to Indemnify. Where the Recipient is amunicipality, snot-for-profit private sector entity, afor-profit private sector entity or a Local Services Board, the Recipient agrees to indemnify and hold harmless the Indemnified Parties 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, R.S.O. 1990, c. C.30, as amended and for any and all liability for damages to property and injury to persons (including death) which the Indemnified Parties 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: (a) the performance of this Agreement or any breach of the terms of this Agreement by the Recipient, its officers, servants, employees, agents and Consultants, or by a third party, and any of its officers, employees, servants or agents; (b) the ongoing operation, maintenance and repair of the infrastructure resulting from the Project; or (c) any omission or other wilful or negligent Page 15 of 44 ISF Contribution Agreement act of the Recipient, a third party, their respective employees, officers, servants or agents. 10.3 Further Indemnity. The Recipient further agrees to indemnify and hold harmless the Indemnified Parties, for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, which the Indemnified Parties 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: (a) the performance of this Agreement or any breach of the terms of this Agreement by the Recipient, its officers, servants, employees, agents and Consultants, or by a third party, and any of its officers, employees, servants or agents; (b) the ongoing operation, maintenance and repair of the infrastructure resulting from the Project; or (c) any omission or other wilful or negligent act of the Recipient, a third party, their respective employees, officers, servants or agents. SECTION 11 TRANSFER AND OPERATION OFINFRASTRUCTURE 11.1 Transfer of Ownership. Unless otherwise agreed to by the Governments of Canada and Ontario, the Recipient will retain title to, and ownership of, the Asset resulting from the Project(s) for at least five (5) years after the completion of the Project(s). 11.2 Repayment. In the event that at any time within five (5) years from the date of completion of the Project(s), the Recipient sells, leases, encumbers or otherwise disposes of, directly or indirectly, any Asset constructed, rehabilitated or improved, in whole or in part, with the Financial Assistance, other than to Canada, Ontario, a Local Government, or a Crown corporation of Ontario that is the tatter's agent for the purpose of implementing this Agreement, the Recipient hereby undertakes to repay the Governments of Canada and Ontario, on demand, a proportionate amount of the Financial Assistance, as follows: Where Project asset is sold, leased, encumbered or dis osed of: Repayment of contribution in current dollars Within 2 Years after Pro~ect com letion 100% Between 2 and 5 Years after Pro ect com letion 55% 5 Years after Pro ect com letion 0% 11.3 Notice. At any time during the five (5) years following the date of completion of the Project, the Recipient agrees to notify OMAFRA in writing of any transaction triggering the above-mentioned repayment in section 11.2 of Schedule "A", at least one hundred eighty (180) days in advance. 11.4 Deduction from Financial Assistance. OMAFRA may, in its sole and absolute discretion, deduct the amount of Financial Assistance to be repaid by the Recipient under Section 11.2 of Schedule `A"from Financial Assistance payable by the Government of Ontario to the Recipient on any other project(s) of the Recipient under the ISF or any other Government of Ontario program(s) (either current or future) and provide that money to the Governments of Canada and/or Ontario. 11.5 Revenue from Assets. The Recipient must identify to OMAFRA when an Asset in any given Fiscal Year generates revenues that exceed its costs, including operating costs, alternative financing partnerships or public-private partnerships costs and provisions for future life cycle costs and where the intent of revenue generation was not ident'rfied in Page 16 of 44 ISF Contribution Agreement the application. Within the first five (5) complete Fiscal Years following the Substantial Completion of a Project, OMAFRA may, in its sole and absolute discretion, deem the amount of revenue from that Project that is proportional to the Government of Canada's and the Government of Ontario's Financial Assistance to the total cost of the Asset to be an overpayment of Financial Assistance (the "deemed overpayment'). The Recipient shall pay OMAFRA, upon request, the deemed overpayment,. 11.6 Asset Operation. The Asset established with the Financial Assistance under this Agreement shall be used, maintained and operated for a period of at least one half of the expected useful life of the Asset after Substantial Completion of the Project as set out in Schedule "F°. Any contravention of this provision shall give OMAFRA the right to recover a portion or all of the Financial Assistance to those Project(s) provided under this Agreement. SECTION 12 CONFLICT OF INTEREST AND CONFIDENTIALITY 12.1 No Conflict of Interest. The Recipient and its Consultants and any of their respective advisors, partners, directors, officers, employees, agents, sub-contractors, and volunteers shall not engage in any activity or provide any services where such activity or the provision of such services creates a conflict of interest (actually or potentially, as determined in the sole and absolute opinion of OMAFRA) with the provision of services under this Agreement. The Recipient acknowledges and agrees that it shall be a conflict of interest for it to use confidential information of the Government of Ontario that is relevant to the Projector otherwise where OMAFRA has not expressly authorized such use in writing. For greater certainty, and without limiting the generality of the foregoing, a conflict of interest includes a situation where anyone associated with the Recipient is able to benefit financially from the Project or where such a person owns or has an interest in an organization that is carrying out work related to the Project. 12.2 Disclose Potential Conflict of Interest. The Recipient shall disclose to OMAFRA without delay any actual or potential situation that may be reasonably interpreted as either a conflict of interest or a potential conflict of interest. 12.3 Freedom of Information and Protection of Privacy Act. The Recipient acknowledges that the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended binds the Ontario Government. SECTION 13 RECOGNITION 13.1 Licensed Marks. The Recipient acknowledges that the Governments of Canada and Ontario are, will be or may be the owner of certain distinguishing marks comprised of designs, trademarks and official marks which have come or will come to be associated with the ISF (all such current and future marks, being the "Licensed Marks"). 13.2 Acknowledgement in Advertising and Publicity. The Recipient agrees to acknowledge the Financial Assistance of the Governments of Canada and Ontario to the Project in all advertising and publicity relating to the Project and in any construction signs and in any temporary or permanent tributes to Project donors by adhering to the Communications Requirements as per Schedule "G". Page 17 of 44 ISF Contribution Agreement 13.3 Use of Licensed Marks. Inconsideration of receiving the Financial Assistance, the Recipient agrees to use the Licensed Marks as follows: a) the Recipient agrees to strictly use the Licensed Marks only as prescribed by the Communications Requirements and not to use any other mark or trademark in combination with any of the Licensed Marks without the prior written approval of the Governments of Canada and Ontario, or their delegates responsible for administering the ISF. The Recipient agrees that it will not alter, modify, dilute or otherwise misuse the Licensed Marks; b) the Recipient agrees to submit to the Governments of Canada and Ontario, or their delegates responsible for administering the ISF, copies of any advertisements or promotional materials containing the Licensed Marks for approval prior to any use thereof and to remove therefrom either any reference to the Licensed Marks or any element that may from time to time and upon reasonable notice be required; c) the Recipient agrees that it will not state or imply, directly or indirectly, that the Recipient or the Recipient's activities, other than those permitted by this Agreement, are supported, endorsed, or sponsored by the Governments of Canada and Ontario, or their delegates responsible for administering the ISF and shall, upon notification, express disclaimers to that effect; and d) the Recipient agrees to promptly inform the Governments of Canada Ontario, or their delegates responsible for administering the ISF of any suspected infringement of any Licensed Marks by a third party. 13.4 Cease Using Licensed Marks. Whether or not the Recipient is in breach of this Agreement, forthwith upon any receipt by the Recipient of a written direction from the Governments of Canada and Ontario, or their delegates responsible for administering the ISF, the Recipient shall cease using the Licensed Marks, and without limiting the generality of the foregoing, will remove all signage and remove from circulation any use or reference to the Licensed Marks. SECTION 14 COVENANTS, REPRESENTATIONS AND WARRANTIES 14.1 General. The Recipient covenants, represents and warrants to the Government of Ontario that: a) it is conducting and shall conduct its business in compliance with all applicable federal, provincial and municipal laws, and all rules, regulations, by-laws, notices, orders, approvals, directives, protocols, policies and guidelines; b} it is conducting and shall carry on its business in compliance with all Government of Canada requirements as outlined in Schedule "E"; c) it has authority and any necessary approval to enter into this Agreement and to carry out its terms; d) it has or will apply for all permits, approvals, and licenses which are required in Page 18 of 44 ISF Contribution Agreement order to carry out the Project; e) it validly exists as a legal entity with full power to perform and observe all of the terms and conditions of this Agreement; f) where applicable, it has passed by-laws required to undertake the Project; g) it is now and will continue to be compliant with all Environmental Laws; h) it owns or has along-term lease (inclusive of any renewals) for the lands on which the Infrastructure is or will be located that expires no earlier than five (5) years following Project completion; i) provided that the Recipient is not a municipality or a Crown Agency, A. it is not anon-resident of Canada within the meaning of the income Tax Act (Canada); B. is either a corporation, a partnership or a sole proprietorship validly in existence; and C. is registered and qualified to do business wherever necessary to carry out the Project; j) it has the experience, financial health and ability to carry out this Project; k) if the Recipient is a municipality, local board or a Crown agency, it has the legislative authority to carry out the Project; all information provided during the ISF application process remains true, correct and complete in every respect except as set out to the contrary herein; and m) notify OMAFRA of all other sources of funding for each Project contained in Schedule "B" of this Agreement that may reduce the level of Financial Assistance the Recipient would be eligible to receive under this Agreement. 14.2 Governance. The Recipient represents, warrants and covenants that, it has, and shall maintain for the period during which this Agreement is in effect, by-laws or other legally necessary instruments to: a) establish the expected code of conduct and ethical responsibilities at all levels of the Recipient's organization; b) establish procedures to ensure the ongoing effective functioning of the Recipient; c) establish decision-making mechanisms; d) provide for the prudent and effective management of the Financial Assistance; e) establish procedures to enable the successful completion of the Project; f) establish procedures to enable the timely identification of risks to the completion Page 19 of 44 lSF Contribution Agreement of the Project and strategies to address the identified risks; g) establish procedures to enable the preparation and delivery of all reports required under this Agreement; and h) responsible for other matters as the Recipient considers necessary to ensure that the Recipient carries out its obligations under the Agreement. 14.3 Representations and Warranties True Condition Precedent for Payment. Upon request, the Recipient shall provide OMAFRA with proof of the matters referred to in this Section. It is a condition precedent to any payment under this Agreement that the representations and warranties under this Section are true at the time of payment and that the Recipient is not in default of compliance with any terms of this Agreement. Where this is not the case, OMAFRA may, in its sole discretion, Adjust the Financial Assistance for the Project. SECTION 15 DEFAULT, ENFORCEMENT AND TERMINATION 15.1 Event of Default. Each and every one of the following events is an `Event of Default": a) if in the opinion of OMAFRA, the Recipient fails to conform or comply with any term or covenant contained in this Agreement to be performed or complied with by the Recipient; b) if in the opinion of the OMAFRA any representation or warranty made by the Recipient in this Agreement or any certificate delivered to OMAFRA pursuant hereto shall be materially untrue in any respect; c) if an order shall be made or an effective resolution passed for the winding up, or liquidation or dissolution of the Recipient or the Recipient is otherwise dissolved or ceases to carry on its operation; d) if the Recipient uses any of the Financial Assistance for a purpose not authorized by this Agreement without the prior written consent of OMAFRA; e) if the Recipient admits in writing its inability to pay its debts generally as they become due, voluntarily suspends transactions of its usual business, becomes insolvent, bankrupt, makes an assignment for the benefit of its creditors, or a receiver or manager, court appointed or otherwise, is appointed for its assets or if the Recipient takes the benefit of any statute from time to time in force relating to bankrupts or insolvent debtors; f) if in the opinion of OMAFRA a material adverse change occurs such that the viability of the Recipient as a going concern is threatened in the opinion of the OMAFRA, acting reasonably; g) if in the opinion of the OMAFRA, the Recipient ceases to operate; h) it the Recipient fails to begin the Project within sixty (60) days of the Project construction start date, as per Schedule B, or such period as OMAFRA may allow„ or, in the opinion of OMAFRA, the Recipient has failed to proceed Page 20 of 44 1SF Contribution Agreement diligently with the Project or abandons the Project in whole or in part, or the Recipient is otherwise in default in carrying out any of the terms, conditions or obligations of this Agreement, except where such failure is due to causes which, in the opinion of OMAFRA are beyond the control of the Recipient; if the Recipient has submitted false or misleading information to OMAFRA; or j) the Recipient and/or any of its Consultants and/or any of their respective advisors, partners, directors, officers, employees, agents, sub-contractors and volunteers has breached the requirements of Section 12 of Schedule `A". 15.2 Waiver. OMAFRA may, in its sole and absolute discretion, at any time, waive any Event of Default which may have occurred provided that no such waiver extends 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 be deemed to constitute, a waiver of such Event of Default unless such waiver is in writing from OMAFRA. 15.3 Remedies on Defaulf. Notwithstanding any other rights which the Government of Ontario may have under this Agreement, if an Event of Default has occurred, the Government of Ontario shall have the following remedies provided only that in the case of an Event of Default which, in the opinion of OMAFRA in its sole and absolute discretion, is curable, OMAFRA has first given written notice of the Event of Default to the Recipient and the Recipient has failed to correct the Event of Default within 30 Business Days or such period of time as OMAFRA may consent to in writing: a) OMAFRA shall have no further obligation to provide any Financial Assistance for the Project; b) the Government of Ontario may, at its option, terminate this Agreement immediately or may, in its sole and absolute discretion, Adjust the Financial Assistance. The total amount of Financial Assistance paid to the Recipient to the date of termination shall be immediately due and payable by the Recipient and bear interest at the then-current interest rate charged by the Government of Ontario on accounts receivable; and c) the Government of Ontario may avail itself of any of its legal remedies that it may deem appropriate. 15.4 Additional Remedies. In addition to the remedies described in Section 15.3, the Government of 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 the Government of Ontario hereunder are cumulative and in addition to, and not in substitution for, all other rights or remedies otherwise available to the Government of Ontario. 15.5 Termination Without Cause. Notwithstanding anything else contained herein, the Government of Ontario reserves the right to terminate this Agreement without cause upon such conditions as the Government of Ontario may require, with a minimum of thirty (30) Business Days written notice to the Recipient. If the Government of Ontario terminates this Agreement prior to its Expiration Date, the Government of Ontario, subject to all of the Government of Ontario's rights under this Agreement, including, Page 21 of 44 ISF Contribution Agreement without limitation, its right to Adjust the Financial Assistance prior to its expiration, shall only be responsible for the payment of Financial Assistance on the portion of the Project completed and Eligible Costs already incurred and paid at the time of such termination, provided that the Recipient provides a report to OMAFRA that meets the requirements of a Claims and Progress Statement and OMAFRA has sufficient funds appropriated by the Legislative Assembly of Ontario. Such report must be received by OMAFRA within ninety (90) Business Days of notice of termination being given to the Recipient pursuant to this Section. SECTION 16 NOTICE 16.1 Notice. Any demand, notice or communication to be made or given hereunder shall be in writing and may be made or given by personal delivery or mailed by first class registered mail, postage prepaid or by transmittal by facsimile, telecopy, email or other electronic means of communication addressed to the respective parties as follows at the addresses set out in Schedule "F" or to such other person, address, facsimile number, telecopy number or email address as either party may from time to time notify the other in accordance with this Section. Any demand, notice or communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof. Any demand, notice or communication made or given by facsimile, email or other electronic means of communication, if made or given at a time when it would be received by the Recipient during its normal business hours on a Business Day, shall be deemed to be received at the time it is sent; otherwise, such electronic communication shall be deemed to be received on the first Business Day following the transmittal thereof. Any demand, notice or communication mailed by registered mail shall be deemed to have been received three (3) Business Days following the day on which it was mailed. 16.2 Representatives. The individuals identified pursuant to Schedule "F' will, in the first instance, act as the Government of Ontario's or the Recipient's, as the case may be, representative for the purpose of implementing this Agreement. SECTION 17 MISCELLANEOUS 17.1 Terms Binding. The Recipient shall take all reasonable measures to ensure that its officers, directors, partners, employees, agents, sub-contractors and Consultants shall be bound to observe all of the terms and conditions of this Agreement, including, but not limited to all covenants, representations and warranties set out herein. The Recipient shall include in all of its Contract(s) terms and conditions similar to and not less favourable to the Government of Ontario than the terms and conditions of this Agreement to the extent that they are applicable to the work subcontracted, including but not limited to the requirements of Section 7 of Schedule "A". 17.2 Time Is of fhe 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. 17.3 Successors and Assigns. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. Page 22 of 44 ISF Contribution Agreement 17.4 Severability. The validity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions hereof and such invalid or unenforceable provisions shall be deemed to be severable. 17.5 No Waiver. The failure by the Government of Ontario to insist in one or more instances on performance by the Recipient of any of the terms or conditions of this Agreement shall not be construed as a waiver of the Government of Ontario's right to require further 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. 17.6 Division of Agreement. The division of this Agreement into Schedules, articles, sections, clauses, paragraphs and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. 17.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws applicable in Ontario. 17.8 Survival. The following Schedules, sections and provisions of this Agreement shall survive the expiration or early termination hereof: Section 4 (Financial Assistance), Section 6 (Reporting Requirements), Section 7 (Records and Audit), Section 8 (Overpayment and Failure to Substantially Complete Contract Within Timelines), Section 10 (Indemnity), Section 11 (Transfer and Operation of Infrastructure), Section 12 (Conflict of Interest and Confidentiality), Section 13 Recognition), Section 14 (Covenants, Representations and Warranties), Section 15 (Default, Enforcement and Termination), and Section 17.11 (Interest) of Schedule "A"; Schedule "E°; Schedule "F" (useful life of Project Infrastructure); and Schedule "G" (the Recipient's obligation to maintain a permanent plaque in cases where it is necessary to install a permanent plaque). 17.9 No Assignment. The Recipient shall not assign any aspect of this Agreement. The Government of Ontario may assign this Agreement on written notice to the Recipient. 17.10 No Amendment. This Agreement shall not be varied or amended except by a document in writing, dated and signed on behalf of the Government of Ontario and the Recipient. 17.11 Interest. OMAFRA reserves the right to demand interest on any repayment of Financial Assistance owing by the Recipient under the terms of this Agreement at the then-current interest rate charged by the Government of Ontario on accounts receivable. The Recipient shall pay the amount of interest owing upon receipt of a written demand and within the period specified by OMAFRA. 17.12 Government of Ontario and Recipient Independent. Nothing in this Agreement shall be deemed to constitute the Recipient an employee, servant, agent, partner of or in joint venture with the Government of Ontario for any purpose whatsoever. 17.13 Recipient Cannot Represent Government of Canada or Government of Ontario. The provision of Financial Assistance to the Recipient pursuant to this Agreement is for the sole purpose of, and is limited to, carrying out the Project. The Recipient warrants and agrees that under no circumstances shall it enter into any Contract or commitment in the name of or on behalf of the Governments of Canada and/or Ontario. The Page 23 of 44 ISF Contribution Agreement Recipient acknowledges and agrees that it is not by the terms of this Agreement or otherwise, granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the Governments of Canada and/or Ontario, to act as an agent of the Governments of Canada and/or Ontario, or to bind the Governments of Canada and/or Ontario in any manner whatsoever other than as specifically provided in this Agreement. 17.14 Consultants. The Government of Ontario acknowledges that, in connection with carrying out the Project, the Recipient may engage one or more Consultants. The Government of Ontario acknowledges and agrees that the Recipient shall have the sole authority and responsibility for such employees, agents or Consultants, including their 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. 17.15 Lobbyists and Agent Fees. The Recipient warrants that any person hired, for payment, or to speak or correspond with any employee or other person representing the Recipient, concerning any matter relating to the contribution under this Agreement or any benefit hereunder and who is required pursuant to the Lobbying Act, as amended, is registered pursuant to the Lobbying Act. The Recipient also warrants that it has not and nor will it make a payment or other compensation to any legal entity that is contingent upon or is calculated upon the contribution hereunder or negotiating the whole or any part of the terms of this Agreement. 17.16 Cooperation for non-Ontario Government Recipients. The Recipient and the Government of Ontario agree to cooperate with one another and will be frank, candid and timely when dealing with one another and will endeavour to facilitate the implementation of this Agreement. 17.17 Dafa. The Recipient agrees that the Government of Ontario may, in its sole discretion, gather and compile information and data required under this Agreement and disclose such information and data to the Government of Canada. 17.18 Priority. Where there is a conflict between one or more of the Schedules of this Agreement, the following order of priority shall apply: Schedule "A", Schedule "C", Schedule "B" and all other Schedules. 17.19 Entire Agreement. The Agreement constitutes the entire Agreement between Government of Ontario and the Recipient with respect to the subject matter contained in the Agreement and supersedes all prior oral or written representations and/or agreements. - END OF GENERAL TERMS AND CONDITIONS - Page 24 of 44 aci m N Q c O .j :a c 0 U N_ H U w O ma wW J F ~ LL ~O w VZ y0 _a U N W iZf z J O J J Za ~ ~ W mZ U aOU~ U J Z ~ ° O w o HFQ N U O ~ O a ZF Oy V v -° ~_ ~ o i6 -O p1 ~ C - N C C .NN W Y E ~a~~ U y 0 E (6 U O ~ Q O V c3 ~ ~~a3 U `~ Y O m m m ~ F.. o~ U c-p ~~ a ~ c o-o J `°~~ ~ rnrn~= ~ V '~¢ 5~r~'~ c N c c Y W ~ 9~ N U Q X~~ N~ N t6 U F L d L - N ~m U ~ o y ~nm > w o-o a m 3~ ~ X a 0~ N E N ~ ~ ~ w ~ £ ~ O o O D U ~ U R r C~ ~ O V ~ m _ 3 C U_~ m ~ 7 C ~ E say O 3°'~~~ nE ~ ~ ~ ~' ~ 00 m m0 ~-0 O O"OL ~ Fco U coE~3~ w ~ ~ O ~ o i ° ~ CC c 'a F ~ o m -o w °c ~oCp U ~ ~ ~~ a ~ ~ ~ ~' O t6 ~ N U U Ua a~cna 2 W co m M J ~ o N 7 LL Z v 0 u7 N N 01 N a ISF Contribution Agreement SCHEDULE"C" ELIGIBLE AND INELIGIBLE COSTS ELIGIBLE COSTS C.1. Subject to Section C.2, Eligible Costs will be all direct costs that are in OMAFRA's opinion properly and reasonably incurred and paid by the Recipient under a Contract for goods or services necessary for the implementation of the Project. Eligible Costs will include only the following: a) the capital costs of constructing, rehabilitating or improving, in whole or in part, a tangible capital asset, as defined and determined by OMAFRA; b) the costs of joint communication activities (press releases, press conferences, translation, etc.) and road signage recognition as described in Schedule "G"; c) all planning (including plans and specifications) and assessment costs such as the costs of environmental planning, surveying, engineering, architectural supervision, testing and management consulting services; d) the costs of engineering and environmental reviews, including environmental assessments and follow-up programs as defined in the Canadian Environmental Assessment Act and the costs of remedial activities, mitigation measures and follow- up identified in any environmental assessment; e) the costs of Project-related signage, lighting, Project markings and utility adjustments; f) costs of consulting with Aboriginal Group(s), including the translation of documents into languages spoken by the interested Aboriginal Group(s); g) the costs of developing and implementing innovative techniques for carrying out the Project, as determined by OMAFRA; h) Recipient audit and evaluation costs as specified in this Agreement, with the exception of costs related to the retaining of an external auditor; and i) other costs that, in the sole opinion of OMAFRA, are considered to be direct and necessary for the successful implementation of the Project and have been approved in writing prior to being incurred. C.2. INELIGIBLE COSTS The following costs are ineligible for Financial Assistance: a) costs incurred prior to June 5, 2009; b) costs incurred after the Project Completion Date; Page 26 of 44 iSF Contribution Agreement c) land acquisition, leasing land, buildings, equipment and other facilities, real estate fees and related costs; d) financing charges, legal fees, and loan interest payments (including those related to easements (e.g. surveys)); e) the value of any goods and services which are received through donations or in kind; f) 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 costs relating to services delivered directly by permanent employees of the Recipient; g) meal, hospitality or incidental expenses of Consultants; and h) provincial sales tax, the GST and, if and when implemented the Harmonized Sales Tax for which the Recipient is eligible for a rebate, and any other costs eligible for rebates. Page 27 of 44 !SF Contribution Agreement SCHEDULE"D" PROJECT FINANCIAL ASSISTANCE ONTARIO FEDERAL TOTAL MAXIMUM MAXIMUM MAXIMUM PROJECT ELIGIBLE FINANCIAL FINANCIAL FINANCIAL NUMBER* COSTS ASSISTANCE ASSISTANCE ASSISTANCE 2036 $2,480,001 $826,667 $826,667 $1,653,334 OMAFRA will hold back 10% of the Maximum Financial Assistance, the release of which shall be contingent on acceptance of the Recipient's Final Report detailing the progress and status of the Project and substantiating that the Project has been Substantially Completed. Such report must contain the information required in the Final Report as set out in Section 6.3 of Schedule "A" of this Agreement. OMAFRA is not obligated to pay interest on the holdback or any other payments under this Agreement. Page 28 of 44 lSF Contribution Agreement SCHEDULE"E" GOVERNMENT OF CANADA REQUIREMENTS OMAFRA and the Recipient agree to the following Government of Canada Requirements: The Recipient acknowledges and agrees that the amount of Financial Assistance being provided by OMAFRA is dependent on the Government of Ontario receiving funds for the Project from the Government of Canada. Should the Government of Ontario not receive the funds it expects to receive in relation to the Project from the Government of Canada, OMAFRA may, in its sole and absolute discretion, Adjust the Financial Assistance being provided to the Recipient pursuant to this Agreement (including, without limitation, requiring repayment of Financial Assistance already paid to the Recipient). 2. The Recipient shall indemnify and hold harmless the Government of Canada, its officers, servants, employees or agents, from and against all claims and demands, loss, damages, costs, expenses, actions, suits or other proceedings by whomsoever made, sustained, brought, prosecuted, threatened to be brought or prosecuted in any manner, based upon, occasioned by any injury to persons, damage to or loss or destruction of property, economic loss or infringement of rights caused by or arising directly or indirectly from: a) the Project being funded by this Agreement; b) the performance of this Agreement or the breach of any term or condition of this Agreement by the Recipient, its officers, employees and agents, or by a third party, its officers, employees or agents; c) any omission or other willful or negligent act of the Recipient, its employees, officers or agents; Except to the extent to which such claims and demands, losses costs, damages, actions, suits or other proceedings relate to the act or negligence of an officer, employee or agent of Canada in the performance of his or her duties. 3. The Recipient further agrees to indemnify and hold the Government of Canada, its directors, officers, employees and agents, for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, which the Government of Canada, its directors, officers, employees and agents 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. 4. The Recipient acknowledges that the provisions of the Access to Information Act (Canada) and the PrivacyAcf (Canada) and regulations thereunder bind the Government of Canada. 5. The Recipient acknowledges that the Government of Canada is or will be the owner of certain distinguishing marks comprised of designs, trademarks and official marks in relation to ISF (the "Federal Licensed Marks") and the Recipient is subject to the requirements of Section 13 (Communication and Recognition) of this Agreement, with appropriate changes, Page 29 of 44 ISF Contribution Agreement in relation to the Federal Licensed Marks. 6. No member of the House of Commons or of the Senate of Canada shall be admitted to any share or part of any Contract, agreement or commission made pursuant to this Agreement or to any benefit arising therefrom. 7. Notwithstanding any provisions of this Agreement, all obligations of the Government of Canada incurred by virtue of this Agreement shall be subject to the Financial Administration Act (Canada). 8. Pursuant to the requirements of the Canadian Environmental Assessment Act, the Recipient will follow the general environmental mitigation measures outlined in the document entitled "Screening under the Canadian Environmental Assessment Act" and any Project-specific environmental mitigation measures as communicated to the Recipient by the Government of Canada. 9. The Recipient acknowledges and agrees that the Government of Canada may, in its sole discretion, exercise OMAFRA's right to monitor the Project, perform audits and/or gather data pursuant to the terms and conditions of this Agreement. 10. The Recipient warrants that: a) it has not, nor has any person on its behalf, paid or provided or agree to pay or provide, to any person, directly or indirectly, a commission, contingency fee or any other consideration (whether monetary or otherwise) that is dependant upon the execution of the Agreement or the person arranging a meeting with any Public Office Holder as defined in the Lobbying Act; b) it will not, during the term of this Agreement, pay or provide or agree to pay or provide to any person, directly or indirectly, a commission, contingency fee or any other consideration (whether monetary or otherwise) that is dependant upon the person arranging a meeting with any Public Office Holder; c) any person who, for consideration, directly or indirectly, communicated with or arranged a meeting with any Public Office Holder, in respect of any aspect of this Agreement, prior to the execution of the Agreement, was in compliance with all requirements of the Lobbying Act; d) any person who, for consideration, directly or indirectly, during the term of this Agreement and in respect of any aspect of this Agreement, communicates with or arranges a meeting with any Public Office Holder will be in compliance with all requirements of the Lobbying Act; and e) at all relevant time the Recipient has been, is and will remain incompliance with the Lobbying Act. Page 30 of 44 1SF Contribution Agreement SCHEDULE "F" ADDITIONAL PROVISIONS The Government of Ontario and the Recipient agree to the following additional provisions: 1. Further to Section 16 of Schedule "A", notice can be given at the following addresses: (a) If to OMAFRA: Ministry of Agriculture, Food and Rural Affairs 1 Stone Road West, 4'h Floor Guelph, Ontario NiG 4Y2 Phone: 1-888-466-2372 Fax: (519) 826-4336 E-Mail: bcf.ccC~3ontario.ca Attention: Dino Radocchia, Manager (b) If to the Recipient: Municipality of Clarington 40 Temperance Street Bowmanville, ON L1 C 3A6 Attention: Franklin Wu, Chief Administrative Officer 2. Other provisions: 3. Other Reporting Requirements: 4. Useful Life of Project Infrastructure: [i.e., no. of years] Page 31 of 44 1SF Contribution Agreement SCHEDULE"G" COMMUNICATIONS REQUIREMENTS Unless specified otherwise in Schedule "F', for the purposes of this Schedule "G" the Recipient shall follow these communications requirements. Purpose of Schedule This Schedule describes the Recipient's responsibilities and financial obligations involved in the joint communications activities and products for the Project to recognize the contributions of the Government of Canada, the Government of Ontario and the Recipient. General Principles The Recipient agrees to work with ISF officials and other partners to undertake communication activities for the Project in an open, effective and proactive manner, ensuring equal recognition of all parties making a significant financial contribution to the Project. All parties making a significant financial contribution to the Project will receive equal recognition and prominence when logos, symbols, flags and other types of identrfication are incorporated into events, signs and plaques unless OMAFRA specifies otherwise. All events, signs and plaques will follow these Communications Requirements and any other requirements that may be specified by OMAFRA from time to time. Both official languages will be used for public information, signs and plaques in accordance with the Official Languages Act. The Recipient may produce information kits, brochures, public reports and Web pages providing information on the Project and Agreement for private-sector interest groups, contractors and members of the public. The Recipient will consult with the Governments of Canada and Ontario in preparing the content and look of all such material. All communications referencing the Governments of Canada and Ontario must be approved. Events The Recipient agrees that all Project-related milestone events, such as groundbreaking and ribbon-cutting ceremonies, will be organized in cooperation with the Governments of Canada and Ontario and any other parties making a significant financial contribution to the Project. The Recipient will coordinate a mutually agreeable venue, date and time for the event in light of the availability of all participants. Unless agreed to in advance, no event should take place without at least fifteen (15) working days' notice to all Parties. The Recipient may invite other elected officials and members of council. The Recipient should also invite local interested parties, such as contractors, architects, labour groups, and community leaders as early as possible, and in consultation with the Governments of Canada and Ontario, prior to the event. Page 32 of 44 iSF Contribution Agreement All written communications (invitations, public service announcements, posters, etc.) must indicate that the Project received Financial Assistance from the Governments of Canada and Ontario under the ISF. The Governments of Canada and Ontario will assist the Recipient in developing an agenda, news release, etc. All parties will approve and receive final copies. Federal, provincial and municipal flags should also be on display at all ISF events. The Table of Precedence for Canada, as established by Canadian Heritage (http://www.pch.gc.ca/pgm/ceem-cced/prtcl/precedence-eng.cfm), or some other mutually acceptable protocol should be respected. Signs and Plaques The Recipient agrees to produce and install temporary and permanent Project signage to communicate the nature of the Project and the involvement of the Governments of Canada and Ontario and the Recipient, as outlined in the ISF Style Guide. Generally, the Recipient must ensure that the design, wording and specifications for signage are in accordance with federal and provincial visual identity guidelines, available on the ISF website at www.BCFontario.ca. Temporary signs must be removed within 90 days of project completion Eligible Costs The Recipient will pay the costs of preparing and delivering communications activities and products, including the organization of special events and the production of signage. These costs are deemed to be Eligible Costs under the Agreement as specified below. For the purposes of events, Eligible Costs include the following: • Printing and mailing invitations • Light refreshments, such as coffee, tea, juice, donuts, muffins, snacks • Draping for plaque unveiling • Project material for display and/or media kit • Temporary signage • Rentals such as: • flagpoles • stage • chairs • podium • PA system The cost of certain items such as alcoholic beverages, china, tents, waiters, guest mileage or transportation, wine glasses, lamps, tea wagons, plants, photographers and gifts are not Eligible Costs. For the purposes of signage, Eligible Costs include the following Page 33 of 44 !SF Contribution Agreement - Maximum costs of $2,250 for a small sign and $4,250 for a large sign - Maximum costs of $2,500 for a permanent plaque Page 34 of 44 ISF Contribution Agreement SCHEDULE"H" EXPENDITURE AND JOB CREATION REPORT Canada Recipierd Name: Municipality of Clarington File Number. trdraetructure Stimulus#und QsF) Le. ForMs de sthnulatigti de,Pirrtrastrudure (FSl) EJ(PENDITUREi4NDJb6CREATiON REPORT Expenditu~e.Fore~astTa6le Average um. of TemFproonary- Joba Previousl7uarter(strow 0 date ranges) Cutterd QuarterjaM1ow 17 Ontaric3 Apr 09- Jun 09 date ranges) July 09 -Sept. 09 The goal a That Hf Yie erW of fiscal yeah a cakWattn cold be made of the total ntanberof jags (perstx~y~rs' of enlplo~rneM) inrn each project Prepared$y;. Tonv Cannella Plwne Number: 905-623-3379 Email: tcannella~clarington net Date: September 9. 2009 3)-: I'Iwse amyhdude NOt EE r•^~ A...,mrm per. ~~,e~ are.w ce pap).. _gr7ila E~paliaurga- taMl efgible costs gd.GST. +) G~OrMdE~idlan-t\Dreenerlj- d rrot exeeedtdal ergMawsts a9 iden8fied ur Schedule D d tlx 5). Ittha project cahnotbe canplded W~h~ the timebames dq~e.progrm, please canfactthe,Gnada Qitaielr~aStiucldM` 6) Pre~foustYrlpated intonnetlanhpravidedkr you. Slpldd tlreihtarmation have rhanyed,please prwiQeihefegitsd esppndihres alplQ Ailli.aryW~llanafi0r or die diange, 7J TltisYifo'matioh is re~uilsd ai) a quapterrY baSls an or before aie fWo~Tng dates: flay 75. august 15, Naanber 15 acid February 16. 8) 7em ~d?s[el~rgjrrpll naa-~ayNCpal anploY.Qeswhoarewwidng on psis project (e.g.. 9).Anumtlerd anjabsretersoMenimeer oFwaikeesyMivedin me orotei3 „v. ir,e Page 35 of 44 Je6s Crealad /Sustained fable m m rn Q O G O U J 0 W_ N LyC y E ey z c ~y a E E ~~ g~ 3 ~' A i tO e £ J 0 ~} as ~ ~ _~ ~ ~ k E . . ~ ~~ ~ ~.+ . a .: + A ~~ ~~ ~ ~ a ~~ a a _ E ~ ~ ~ _~ ~ ~ ~ }~ ~ ; ~ ~' ~ ~ n g $$$ ~ ~ 5 ES ~&F! ~ ~ a t ~ ~ ~ ~i ii ~ 1 ~ ~ ~ a g a F a ~ j 3 ~ ~ ~ ~ ~~ ~~ $a ~ ~ ~~ 6 ~ a P~ `~ ~ _v C~ Ch m a ISF Contribution Agreement SCHEDULE "J" FINAL REPORT C,ariad'a infrastructure Stimulus Fund.(ISF) Le Fondsde stimulation de 1'Infrastructure (FSI) FINAL REP ORTISiAPPORT FINALE u3 Vaenwaeen l P'dW t RecipieM~92Nficiare Flk NumGerdAnifro de dormer ProleM NaneAlom'.depr¢jM Di9iLk RojM. sV(' fll aJnusige tlu projN 5 Tokl Prgecl. CO51R'.o1111otal du Prget Pat 2 -FM9 Report NlTenav_tloarRelth2 •.IMormeRde dA faeeort flnM d0 NameMOm OMe~9Me rmerrere I exWYN# Ve [anaa pNjeehas0~ cwepk¢a1 n a[c¢rR¢<¢wINNa li(mftru.almlaY¢aK FYIe CimMbJeOn Ag?emertatYNe, WeRe alpl[Y!M all yv¢iAFi aMRwneRdrmNpAOn fuaefiare0. saoslabmy vdeezaaMMYe Wporvrglnwkeaana recuGe ma'awiade pratirt creylrea. ammeearm vreaepeaue kaHYnppme a ~ mrrvi'bcpmalgimemara[mmw Farm ee a5murationmlSaltarVUduremum<Iwl e[eu3,le[a. acn2agmut®I®mePnea VaaE~uatlen CMmmemertlR rwmm45 oM Et9 aareieliea ®h~oa a[[Wboks H ppla hNma RtlMUmenls aYpLLmrt d9~d[1H'e a99 (MEO W~RFaHOa. SignaYaelgigmlure: Bc~Maxnrl -e[[CaabC IA92 [N S'IeIL6 2olp a1Wi1IRB mlbe c00aW fi[Cat4 v®S aNM lame[e2aelalkmaY9a q OROSg PROJECT TOTAL/ g A. neen.. Coslslt [nierie PROJET BRIff TOTAL D EmmnmerYaf ASZameM 0055! 4 Leu GST. ReGael MOSS S CofA& reraMaalim <rmroimemeMak reaboursEaeM dek T P S_ NETPROJECT TOTAL/ S C_ Pr ~ meth Ges6on de r d RO:Er/ET TOTAL 4 opd SladOak D. Con9ruciim Ogle dr dEnM du g Pryer Compklion DMe i E. Mlsiellarieaa lRms: Dale de la lmtlu r' P.S.T.l T.V.P.. S 3T./T.P.S. S co~uw almAal dgKa1W-part2l sNh Oa la vaue 2Ye1w1larottf •NfliE nmeadva wm aelwa krau e~srerman ma ~emaka <o.h rvaivortrm aeoe<seeplka,eleasa. adunaeevpkr.adm mee+alanca mr.xn. 'REMPRWE'Blle[O@aGN¢IeAOeA%.z~Pataeo¢ml¢neiau <o'Y esMRA O<erveaR eake[MStWfeLl reJllezintlurpwre ~rcaeonael'4aay er<fucwn Eea[pUS. Page 37 of 44 ISF Contribution Agreement SCHEDULE"K" SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION Canada Ontario Infrastructure.Stimulus Fund (ISF) Le Fortds de stun u lotion del'infrastructure (.PSI} SOLEMN I~CLARATION OF:SUBSTANTIAL COMPLETION In the matlerof the Agreemententered urb between, Her Majeslythe Queen in ngM of Ontario, as represented by 1he.Minister of Energy and Infrastrudure antl the Minister of Agriculture; Food .and Rur~ Affairs, on ,.2009. I, a Registered (Engineeror:Archi[ed) in the prdvinoe d Ontario; do solemntydenaraas fdlows:: 4: Thatf amthe. (fitle,depaMtent, organization), and as. suotr have knowledge of the mattersset forth in }P~s affitlavit 2 That ttiewosk Identified as Project. in ttie atrove~mentioned describedin Sdtedule A, dated on the 'day of 20 3. Thatthe valuejddlaramouht).ot substardially completed work on tt~ Project, by March 31, 20Ti,is (dalars). 4: That the work: e. wascarried out by (the prime oontrador),between (startdate) aria (canpletion date>; tr. was supervised and inspedetlby qualified staff; c conforms with tfle plans, specfficaLons and othertlocumentation for the work; and d:. conforms wdh eppl~cableenvironmen4l legislation, and appropriate mitigation measures have: Deer implemented. Declared at rdtvl;tn the Province of Ontario this day of 20 f~ignafure} Name: VNbess Name: Titles Title: Page 38 of 44 1SF Contribution Agreement SCHEDULE "L" ABORIGINAL CONSULTATION PROTOCOL PART L.1 1.0 Responsibilities of the Recipient 1.1 The Recipient shall immediately notify Ontario: (i) of contact by any Aboriginal Groups regarding the Project; or (ii) if any Aboriginal archaeological resources are discovered in the course of the Project, and in either case, Ontario may direct the Recipient to take such actions, including without limitation suspension of the Project, as Ontario may require. The Recipient shall comply with Ontario's direction. 1.2 The Recipient shall provide in any contracts with third parties for the Recipient's right and ability to respond to direction from Ontario as Ontario may provide in accordance with section 1.1. PART L.2. 1.0 Purpose The purpose of this Aboriginal Consultation Protocol is to set 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. 1.1 Definitions For the purposes of this Schedule L.: "S. 35 Duty" means any duty Ontario may have to consult and, where appropriate, accommodate Aboriginal Groups in relation to the Project flowing from Section 35 of the Constitution Act, 1982. 2.0 Responsibilities of Ontario 2.1 Ontario is responsible for: (i) determining the Aboriginal Groups to be consulted in relation to the Project, if any, and advising the Recipient of same; (ii) the preliminary and ongoing assessment of the depth of consultation required with the Aboriginal Groups; Page 39 of 44 1SF Contribution Agreement (iii) at its discretion, delegating procedural aspects of consultation to the Recipient pursuant to this Agreement; (iv) directing the Recipient to take such actions, including without limitation suspension of the Project, as Ontario may require; (v) 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 Agreement; and (vi) 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 . 3.0 Responsibilities of the Recipient 3.1 The Recipient hereby acknowledges that, for the purposes of any S. 35 Duty borne by Ontario, the Recipient is Ontario's delegate and in this capacity is responsible for carrying out the procedural aspects of consultation delegated to it by Ontario pursuant to this Agreement. 3.2 The Recipient is responsible for: (i) giving notice to the Aboriginal Groups regarding the Project, if such notice has not already been given by the Recipient or Ontario; (ii) 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; (iii) 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 Community; (iv) informing the Aboriginal Groups of the regulatory and approval processes that apply to the Project of which the Recipient is aware after reasonable inquiry; (v) 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; (vi) making all reasonable efforts to build a positive relationship with the Aboriginal Groups in relation to the Project; (vii) providing the Aboriginal Groups with reasonable opportunities to meet with appropriate representatives of the Recipient and meeting with the Aboriginal Groups Page 40 of 44 ,~ !SF Contribution Agreement to discuss the Project; (viii) if appropriate, providing reasonable financial assistance to Aboriginal Groups to permit effective participation in consultation processes for the Project; (x) 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 Community, or on other interests, or any other concerns or issues regarding the Project; (xi) answering any 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; (xii) where an Aboriginal Community asks questions regarding the Project directly of Ontario, providing Ontario with the information reasonably necessary to answer the inquiry, upon Ontario's request; (xiii) subject to section 3.2 (xiv), 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 Project and reporting to Ontario any comments or questions from the Aboriginal Groups that relate to potential accommodation or mitigation of potential impacts; (xiv) consulting with Ontario during all discussions with Aboriginal Groups regarding accommodation measures, if applicable, and presenting to Ontario for the purposes of section 2.1 (v) hereof, the results of such discussions prior to implementing any applicable accommodation measures; and (xv) complying with Ontario's direction to take any actions, including without limitation suspension of the Project, as Ontario may require. 3.3 The Recipient hereby acknowledges that, notwithstanding Section 3.1 above, 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. 3.4 The Recipient will carry out the following functions in relation to record keeping, information sharing and reporting to Ontario: (i) provide to Ontario, upon request, complete and accurate copies of all documents provided to the Aboriginal Groups in relation to the Project; (ii) 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; (iii) provide Ontario with timely notice of any Recipient mailings to, or Recipient Page 41 of 44 ISF Contribution Agreement meetings with, the representatives of any Aboriginal Community in relation to the Project; (iv) 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; (v) 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; (vi) immediately notify Ontario if any Aboriginal archaeological resources are discovered in the course of the Project; (vii) 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 (viii) if applicable, advise Ontario if the Recipient and an Aboriginal Community 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. 3.5 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. 4.0 No Implicit Acknowledgement 4.1 Nothing in this Agreement shall be construed as an admission, acknowledgment, agreement or concession by Ontario or the Recipient, that a S. 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 S. 35 Duty, nor that a particular aspect of consultation referred to in Section 3.1 hereof is an aspect of the S. 35 Duty that could not have lawfully been delegated to the Recipient had the Parties so agreed. 5.0 General 5.1 This Agreement shall be construed consistently with but does not substitute for any requirements or procedures in relation to Aboriginal consultation or the S. 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. Page 42 of 44 ' ISF Contribution Agreement 6.0 Notice and Contact 6.1 All notices to Ontario pertaining to this Schedule shall be in writing and shall be given by facsimile or other means of electronic transmission or by hand or courier delivery. Any notice to Ontario shall be addressed as follows: Ministry of Agriculture, Food and Rural Affairs 1 Stone Road West, 4~' Floor Guelph, Ontario N 1 G 4Y2 Phone: 1-888-466-2372 Fax: (519) 826-4336 Email: bcf.cc~ontario.ca Attention: Dino Radocchia, Manager Page 43 of 44 ~.~f BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO . as represented by the Minister of Energy and Infrastructure and the Minister of Health Promotion (referred to collectively herein as the "Ministry") AND: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (referred to herein as the "Recipient") WHEREAS the Ministry and the Recipient recognize that investments in public infrastructure are fundamental to the quality of life of Ontarians and necessary to ensure continued economic growth; AND WHEREAS the purpose bf the Recreational Infrastructure Canada Program in Ontario and Ontario Recreational Program (referred to collectively herein as "RInC/Ontario REC") is to rehabilitate and/or repair recreational facilities such as arenas, swimming pools and other recreational facilities; AND WHEREAS RInC/Ontario REC is being administered by the Government of Ontario; AND WHEREAS investments under RInClOntario REC focus on projects in communities to advance federal and provincial objectives of economic growth, and strong and prosperous communities; AND WHEREAS RInClOntario REC supports projects that address local needs; AND WHEREAS Recipients under RInC/Ontario REC may apply for funding for projects in the categories of arenas; gymnasia; swimming pools; sports fields; tennis, basketball, volleyball or other sport-specific courts; parks, fitness trails and bike paths; as well as other multi-purpose facilities that have physical recreation activity as the primary rationale (a "Project"); AND WHEREAS this Agreement defines the terms and conditions of a financial contribution from Canada and Ontario to assist with the Project under RInC/Ontario REC; NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows: This Agreement, including: Schedule "A" -General Terms and Conditions Schedule "B" -Description of the Project(s) Schedule "C" -Eligible and Ineligible Costs Schedule "D" -Financial Assistance Schedule "E" -Federal Requirements Schedule "F" -Additional Provisions Schedule "G" -Communications Requirements THIS AGREEMENT made in quadruplicate as of the day of ~/ ', 2009. - RInClOntario REC Contribution Agreement for Infrastructure Projects Schedule "I" -Budget Schedule "J" -Project Timeline ` Schedule "K" -Other Funding Schedule "L" -Aboriginal Consultation Protocol Schedule "M" -Form of Certificate Schedule "N" -Solemn Declaration of Substantial Completion constitutes the entire agreement between the parties with respect to the subject matter contained in this Agreement and supersedes all prior oral or written representations and agreements. IN WITNESS WHEREOF, the Ministry and the Recipient have respectively executed and delivered this Agreement on the date set out above. HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by the Minister of Energy and Infrastructure tVOV 2 ~ 1+39 Date ate November 3. 2009 Date November 3, 2009 Date by: Name: The Honourab a 6serge~Saaittlaew+ian Title: Minister G~~ PHw.IF) HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by the Minister of Health Promotion / by: Name:' 1-C'uv._ t~C1Y~Ut,YCZL~J~,Z_ i~1`1Ct.YC~lw'Z.~ ~ . ~f'~E Title: M1f11~Ct~ J I/we have authority to bind the Recipient Page 2 of 61 CORPORATION OF THE MUNICIPALITY OF. __ C LARINGTON - - - RInC/Ontario REC Contribution ggreement for Infrastructure Projects SCHEDULE"A" GENERAL TERMS AND CONDITIONS SECTION 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions. When used in this Agreement (including the cover and execution pages and all of the schedules), the following terms shall have the meanings ascribed to them below unless the subject matter or context is inconsistent therewith: "Adjust the Financial Assistance" means adjust or terminate the Financial Assistance for the Project or any other provincial program(s) or initiative(s) (either current or future), and/or require repayment for some or all of the Financial Assistance for the Project in an amount to be determined by the Ministry: and within the period specified by the Ministry. "Agreement" means this Contribution Agreement, including the cover and execution pages and all of the schedules hereto, and all amendments made hereto in accordance with the provisions hereof. "Allowable Financial Assistance" has the meaning given to it in Section 8.1 of Schedule "A" . "Budget" means the budget for a Project set out in Schedule "I". "Business Day" means any day on which Ministry offices generally are open for business in the Province of Ontario. "Communication Requirements" means the communication requirements set out in Schedule "G", or as directed by the Ministry from time to time. "Consultant" means any consultant, engineer, contractor, project manager, architect or other service provider, as the case may be, retained by the Recipient to undertake any part of the work related to the Project. "Contract" means a contract between a Recipient and a third party at arm's length whereby the latter agrees to provide a product or service to the Project in return for financial consideration that may be claimed as an Eligible Cost. "Crown Agency" means a crown agency as defined in the Crown Agency Act, R.S.O. 1990, c. C.48, as amended. "Eligible Costs' has the meaning given to it in Section 3.1 of Schedule "A" and Schedule "C". "End of Financial Assistance Date" means March 31, 2011. "Environmental Contaminant" means any hazardous or toxic substance or material including, without limitation, products of waste, contaminants, pollutants, dangerous substances, noxious substances, toxic substances, hazardous wastes and flammable, explosive or improperly handled friable materials. "Environmental Laws" means all applicable federal, provincial or municipal laws, regulations, by-laws, orders, rules, policies or guidelines respecting the protection of the natural Page 3 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects environment, public or occupational health or safety, and the manufacture, importation, handling, transportation, storage, disposal and treatment of Environmental Contaminants and include, without limitation, the Environmental Protection Act, R.S.O. 1990, c. E. 19, as amended, the Environmental Assessment Act, R.S.O. 1990, c. E. 18, as amended, the Ontario Water Resources Act, R.S.O. 1990, c. O. 40, as amended the Canadian Environmental Protection Act 1999, S.C. 1999, c. 33, as amended, the Canadian Environmental Assessmenf Act, S.C. 1992, c. 37, as amended, the Fisheries Act, R.S.C. 1985, c. F-14, as amended and the Navigable Waters Protection Acf, R.S.C. 1985, c. N-22, as amended. "Event of Default" has the meaning given to it in Section 15.1 of Schedule "A". "Expenditure and Job Creation Report" is attached as Schedule "H". "Expiration Date" means March 31, 2012. "Federal Licensed Marks" has the meaning given to it in Section 5 of Schedule "E". "Federal Maximum Financial Assistance" for each Project is shown in Schedule "D". "Facility" means publicly- or privately-owned fixed capital assets in Ontario for public use or benefit, constructed or improved through Financial Assistance which is provided pursuant to this Agreement and is the result of the Project. "Final Report" is described in Section 6.3 of Schedule "A". "Final Report Date' means June 30, 2011. "Financial Assistance" means the funds to be provided by the Ministry to the Recipient pursuant to this Agreement. "Fiscal Year" means the period beginning on April 1 of a year and ending on March 31 of the following yeas "Generally Accepted Accounting Principles" means the Canadian Generally Accepted Accounting Principles as adopted by the Canadian Institute of Chartered Accountants, applicable as at the date on which such calculation is made or required to be made under the Agreement in accordance with Generally Accepted Accounting Principles. "Government of Canada" means Her Majesty the Queen in right of Canada. "Indemnified Parties" means Her Majesty the Queen in right of Ontario, Her Ministers, directors, officers, agents, appointees and employees. "Ineligible Costs" means the costs so described in Schedule "C". "Licensed Marks" has the meaning given to it in Section 13.1 of Schedule "A". "Local Government" means a "municipality" as defined in the Municipal Act, 2001, S.O. 2001, c. 25, as amended, and includes a local board of a municipality and a board, commission or other local authority exercising any power with respect to municipal affairs or purposes in an unorganized township. "Maximum Financial Assistance" means Ontario Maximum Financial Assistance plus Federal Page 4 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects Maximum Financial Assistance for each Project as shown in Schedule "D". "Ministry" has the meaning given to it on the cover page of this Agreement. "Ontario Maximum Financial Assistance" for each Project is shown in Schedule "D". "Other Funds" means funds provided to a Project by the Recipient, including cash or debt and/or third party contributions to a Project, including but not limited to donations, gifts or grants as the Recipient may from time to time receive, as shown for each Project in Schedule "K". "Payment Certi£er" means a payment certifier as defined in subsection 1(1) of the Construction Lien Act, R.S.O. 1990, c. C.30, as amended (Ontario). "Project" means the project or projects as described in Schedule "B". "Project Construction Start Date" for each Project is the date identified in Schedule "B". "Progress Report" has the meaning given to it in Section 6.1 df Schedule "A". "Project Timeline" for each Project is the timeline set out in Schedule "J". "Recipient" has the meaning given to it on the first page of this Agreement. "RInC/Ontario REC" has the meaning given to it on the cover page of this Agreement. "Solemn Declaration of Substantial Completion" means the form set out in Schedule "N". "Substantially Completed" has the same meaning and shall be determined in accordance with how the term "substantially performed" is determined in subsection 2(1) of the Construction Lien Act, R.S.O. 1990, c. C.30, as amended, and "Substantial Completion" shall have a corresponding meaning. "Total Eligible Costs" means the anticipated amount of Eligible Costs that the Recipient may incur for a Project pursuant to this Agreement, as shown for each Project in Schedule "D". "Total Other Funds" for each Project is shown in Schedule "K". 1.2 Herein, etc. The words "herein", "hereof' and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular schedule, article, section, paragraph or other subdivision of this Agreement. 1.3 Currency. Any reference to currency is to Canadian currency and any amount advanced, paid or calculated is to be advanced, paid or calculated in Canadian currency. 1.4 Statutes. 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 supplementing or superseding such statute or regulations. 1.5 Gender, singular, etc. Words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa. 1.6 Ministry Approvals. Any reference to, or requirement for, the approval of the Ministry Page 5 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects in this Agreement or in any schedule hereto shall be deemed to--require the prior and express written approval of the Ministry. 1.7 Multiple Projects. Any reference to "the Project" means each and any Project, where more than one Project is listed in Schedule "B". SECTION 2 TERM OF AGREEMENT 2.1 Term. Subject to any extension or termination of this Agreement or the survival of any of the provisions of this Agreement pursuant to the provisions contained herein, this Agreement shall be in effect from the date set out on the first page of this Agreement, up to and including the Expiration Date (the "Term"). 2.2 End of Financial Assistance Date. Notwithstanding anything in this Agreement and regardless of the Project's state of completion, the Ministry shall not be obligated to provide Financial Assistance under this Agreement after the End of Financial Assistance Date. The Recipient will be responsible for any financial obligations related to the Project or this Agreement that it incurs after the End of Financial Assistance Date. 2.3 Project Completion Dafe. The Recipient shall complete the Project by the End of Financial Assistance Date. The Government of Ontario shall not be obligated to provide Financial Assistance under this Agreement for any costs incurred after the End of Financial Assistance Date. SECTION 3 ELIGIBLE COSTS 3.1 Eligible Costs. Far a cost to be eligible for Financial Assistance pursuant to this Agreement (an °Eligible Cost"), the cost must be included in Schedule "C", Part C.1, except where otherwise expressly approved in writing by the Ministry. For greater certainty, where Schedule "B" identifies a portion of the Facility that is specifically excluded from the description of the Project under this Agreement, the costs associated with that portion of the Facility is not eligible for Financial Assistance. 3.2 Eligible Costs, Parameters. In addition to meeting the requirements of Section 3.1 of Schedule "A", in order for a cost or expenditure to be an Eligible Cost, the cost or expenditure must: (a) be reasonable; (b) be directly related to the Project; (c) be specifically identified in the Budget as an Eligible Cost; (d) be a cost or expenditure that would not otherwise have been incurred by the Recipient but for the Recipient carrying-out the Project; (e) be an actual cash outlay by the Recipient to third parties acting at arm's length that can be documented through paid invoices or receipts made pursuant to a Contract; and (f) have been incurred on or after June 26, 2009 and on or before March 31, 2011. The final determination of the eligibility of any costs claimed is at the sole and absolute discretion of the Ministry. 3.3 Retention of Receipts. The Recipient shall retain all records of payments related to Page 6 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects Eligible Costs including, without limitation, invoices and receipts, for audit purposes, for seven (7) years after the Substantial Completion of a Project, or for such period as the Ministry may, in writing, direct, and such documentation must be made available to the Ministry upon request. 3.4 Ineligible Costs. Notwithstanding anything else contained herein, the costs set out in Part C.2 of Schedule "C" ("Ineligible Costs") are not eligible for Financial Assistance pursuant to this Agreement. 3.5 Deemed ineligible. The Recipient acknowledges that the Ministry's Fiscal Year ends on March 31 in each year, and that should a cost not be submitted by the Recipient for payment of Financial Assistance before March 31 of the year following the Fiscal Year in which it was incurred, such cost shall be deemed ineligible for Financial Assistance. 3.6 Clarification. The Recipient expressly acknowledges that the inclusion of an item in the Budget does not necessarily mean that such item is an Eligible Cost. SECTION 4 FINANCIAL ASSISTANCE 4.1 Use of Financial Assistance. The Financial Assistance is intended for and shall be used by the Recipient only for Eligible Costs incurred by the Recipient related to a Project. 4.2 Basis of Payouf of Financial Assistance. The Financial Assistance will be provided by the Ministry to the Recipient on the basis set out in Schedule "D". 4.3 Reporting. The Recipient is required to submit the Progress Report and Expenditure and Job Creation Report to the Ministry pursuant to Section 6 of Schedule "A" prior to the Ministry releasing any Financial Assistance, other than the Financial Assistance advanced as set out in Section 4.4. 4.4 Financial Assistance Advanced. The Ministry may provide to the Recipient 25% of the Financial Assistance expected to be paid to the Recipient in 2009-10 as set out in Schedule "D", prior to the Ministry receiving evidence that the Recipient has incurred the associated Eligible Costs (the "2009 advance payment(s)"). The Recipient is required to submit invoices demonstrating full use of the 2009 advanced payments with its Progress Reports to the Ministry. The Ministry will only make further payments of Financial Assistance in 2009-10 following the Recipient's submission of these invoices with its Progress Reports to the Ministry and showing the full use of the 2009 advance payment. If the Recipient is unable to provide invoices by March 31, 2010 demonstrating full use of the 2009 advanced payment, the Ministry may Adjust the Financial Assistance. Provided that the Recipient has provided the invoices for the 2009 advance payment, if any, and is otherwise in compliance with this Agreement, the Ministry may provide to the Recipient 25% of the Financial Assistance expected to be paid to the Recipient in 2010- 11 as set out in Schedule "D", prior to the Ministry receiving evidence that the Recipient has incurred the associated Eligible Costs (the "2010 advance payment(s)"). Subject to these requirements, the Ministry will pay the 2010 advance payment to the Recipient after the start of the 2010 Fiscal Year. Page 7 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects The Recipient is required to submit invoices demonstrating full use of the 2010 advanced payments in Progress Reports to the Ministry. The Ministry will only make further payments of Financial Assistance in 2010-11 following the Recipient's submission of invoices with its Progress Reports to the Ministry and showing the full use of the 2010 advance payment. If the Recipient is unable to provide invoices by March 31, 2011 demonstrating full use of the 2010 advance payment, the Ministry may Adjust. the Financial Assistance. 4.5 Deposit of Financial Assistance in Canadian Financial Institution and Interest on Financial Assistance Advanced. All Financial Assistance provided, including any advance payments or further advance payments as well as all interest earned thereon, shall be deemed to remain the property of the Government of Ontario and must be held by the Recipient for the Government of Ontario in an interest bearing account in the name of the Recipient at a Canadian financial institution, pending payment by the Recipient of Eligible Costs. The amount of interest earned (if any) shall be reported to the Ministry as part of a Progress Report. If the Recipient earns any interest on the advanced Financial Assistance the Ministry may: a) Deduct an amount equal to the interest from any other payment of Financial Assistance; or b) Direct the Recipient to pay an amount equal to the interest to the Ministry. 4.6 Maximum Financial Assistance. The total amount of Financial Assistance provided to the Recipient for a Project shall in any event be no greater than the Maximum Financial Assistance for that Project as set out in Schedule "D". 4.7 Excess Financial Assistance. Where actual costs are lower or appear likely to be lower than the Total Eligible Costs, or where additional funding is secured from other government sources such that the funds available to the Recipient for the Project exceed the Maximum Financial Assistance, the Recipient shall immediately notify the Ministry and the Ministry may, in its sole discretion, Adjust the Financial Assistance. 4.8 Stacking. Total funding from all provincial sources, including Provincial Maximum Financial Assistance and any tax credits available to the Recipient in respect of a Project, must not exceed the Total Eligible Costs for that Project. Total funding from all federal sources, including the Federal Maximum Financial Assistance and any tax credits available to the Recipient in respect of a Project, must not exceed fifty (50) percent of Total Eligible Costs for that Project. 4.9 Interdependent Work. Where implementation of a Project is dependent on completion of work. by others and the interdependent work is not completed by others in whole or in part, the Ministry may, in its sole discretion, Adjust the Financial Assistance for the Project. 4.10 Recipient not carrying out Project. The Recipient shall immediately notify the Ministry if it does not intend to carry out a Project in whole or in part as specified in Schedule "B", in which case the Ministry may, in its sole discretion, Adjust the Financial Assistance. 4.11. New Information. In the event of new information, errors, omissions or other circumstances affecting the determination of the amount of Financial Assistance under this Agreement, the Ministry may, in its sole discretion, Adjust the Financial Assistance. Page 8 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects 4.12 Alternatives to Project. If the Recipient becomes aware of any means of completing either a Project's objective or a Project itself that are more cost effective, the Recipient shall immediately notify the Ministry, in which case the Ministry may, in its sole discretion, Adjust the Financial Assistance. Likewise, if the Ministry becomes aware of any alternative means of completing either a Project's objective or a Project that are more cost effective, the Ministry will notify the Recipient and the Ministry may, in its sole and absolute discretion, Adjust the Financial Assistance. 4.13 Transfer of Financial Assistance between Projects. The Recipient shall not transfer Financial Assistance for one Project to any other Project listed in Schedule "B". 4.14 Goods and Services Tax. The Financial Assistance is based on the net amount of Goods and Services Tax to be paid by the Recipient pursuant to the Excise Tax Act, R.S.C. 1985, c. E-15, as amended, net of any applicable rebates. If and when the Harmonized Sales Tax is phased in within the Province of Ontario, the Financial Assistance will be based on the net amount of the Harmonized Sales Tax to be paid by the Recipient, net of any applicable rebates. 4.15 Rebates, Credits and Refunds. The Financial Assistance is based on the net amount to be paid by the Recipient for the Project, net of any applicable rebates, credits or refunds. 4.16 Withholding payment. The. Ministry may, in its sole discretion,. withhold payment of Financial Assistance where the Recipient is in default in obtaining any necessary permits, approvals or licenses applicable to a Project or is in default of compliance with any provisions of this Agreement or any applicable federal, provincial or municipal laws, and all rules, regulations, by-laws, notices, orders, approvals directives, protocols, policies and guidelines, including Environmental Laws. 4.17 Repayment of Unused Financial Assistance upon Expiry of Agreement. Without limiting any rights the Ministry has under this Agreement, at law or in equity, the Ministry shall have the right to be repaid, in whole or in part, for Financial Assistance provided by the Ministry and unspent by the Recipient for a Project that has not been completed by the End of Financial Assistance Date. 4.18 Limitafion on Payment of Financial Assisfance. Notwithstanding Section 4.4 of Schedule "A", the Ministry may choose not to advance any Financial Assistance to the Recipient until the Recipient provides the insurance certificate or other documents required under Section 9 of Schedule "A". 4.19 Insufficient funds provided by the Legislature. If the Legislative Assembly of Ontario does not provide sufficient funds to continue the Financial Assistance for any Fiscal Year during which this Agreement is in effect, the Government of Ontario may terminate this Agreement in accordance with the terms specified in Section 15.5 of Schedule "A". SECTION 5 PROJECT AWARD, MANAGEMENT AND COMPLETION 5.1 Recipient fully responsible. The Recipient shall be fully responsible for the undertaking, implementation and completion of the Project and shall retain any and all Consultants reasonably required to undertake a project of the size, scope and complexity of the Project. Where implementation of the Project is dependent on work contributed by others, the Recipient shall be fully responsible for obtaining any Page 9 of 61 RlnC/ontario REC Contribution Agreement for Infrastructure Projects assurances that it may require from others in relation to the implementation of the Project by the Recipient. 5.2 Government of Onfario not responsible for implementation. The Government of Ontario shall not be responsible in any way whatsoever for the undertaking, implementation and completion of a Project or any interdependent work of others. 5.3 Government of Ontario not responsible for costs, etc. The Government of Ontario shall not be responsible for any costs associated with the operation, maintenance and repair of a Project nor for any claims, proceedings or judgments arising from any tender and bidding process. 5.4 Aboriginal Consultation. The Ministry and the Recipient agree to be bound by the terms of the applicable Aboriginal Consultation Protocols set out in Schedules "L.1" and "L.2", as required for each Project as shown in Schedule "B". 5.5 Behaviour of Recipient. The Recipient shall at all times carry out the Project in an economical and businesslike manner, in accordance with this Agreement and, in particular, but without limitation, in accordance with the Budget and the Project Timeline subject to any reasonable changes that the Ministry may agree to or require from time to time in writing. 5.6 Competitive process. The Recipient shall acquire and manage all equipment, services and supplies, including construction, required for a Project through a transparent, competitive process that ensures the best value for the Financial Assistance received. Where the Recipien# is a municipal entity, the Recipient shall follow its procurement .policies as required by the Municipal Act, 2001, S.O. 2001, c. 25, as amended or, for the City of Toronto, the City of Toronto Act, 2006, S.O. 2006, c. 11, Sched. A, as amended. All other Recipients must ensure that for equipment, services and supplies, the estimated cost of which exceeds $25,000.00, the Recipient shall obtain at least three written quotes unless the Ministry gives prior written approval. The requirement for a competitive process may be waived with prior written approval by the Ministry if: a) the equipment, services or supplies the Recipient is purchasing is specialized and is not readily available; or b) the Recipient has recently researched the market for a similar purchase and knows prevailing market costs for the equipment, services or supplies purchased. 5.7 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 of the applicable requirements of that Annex. In the event of any conflict between the requirements of Section 5.6 of Schedule "A" and the requirements of this Section 5.7, the requirements referenced in this Section 5.7 shall apply. 5.8 Final claims. The Recipient shall submit its final claims for all cgsts incurred on or before the End of Financial Assistance Date with the required documentation, including the Final Report as per Section 6.3 of Schedule "A", for the Ministry's approval, cost review, audits (including any value for money audits that the Ministry may decide to undertake in its sole and absolute discretion) within ninety (90) days following the Substantial Completion of the Project and no later than the Final Report Date, whichever Page 10 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects date is earlier, or such later date as the Ministry may specify in writing. Upon completion of the cost review, audits and settlement, the Ministry shall not be obligated to consider any further claims in relation to the Project. The Recipient shall also submit, upon request by the Ministry, any documentation further required for approval, cost review and audits. 5.9 Commencement of Project. Unless otherwise approved by the Ministry, the Recipient shall begin a Project within 60 days of the Project Construction Start Date, failing which the Ministry may declare an Event of Default and terminate this Agreement in accordance with Section 15 of Schedule "A" 5.10 Contracts. The Recipient shall ensure that all Contracts: a) are consistent and do not conflict with this Agreement; b) incorporate the relevant provisions of this Agreement to the fullest extent possible; c) be consistent with all policies and procedures the Government of Canada and/or the Government of Ontario may provide to the Recipient in relation to RInC/Ontario REC; d) are awarded and managed (i) in a way that is transparent, competitive and consistent with value for money principles; and (ii) in accordance with all applicable policies and procedures the Government of Ontario may provide to the Recipient; e) require that the parties thereto comply with all applicable federal, provincial or municipal laws, and all rules, regulations, by-laws, notices, orders, approvals, directives, policies, protocols and guidelines; and g) authorize the Governments of Canada and Ontario to collect, use and distribute information and data gathered by parties, perform audits and monitor the Project as the Ministry sees fit. SECTION 6 REPORTING REQUIREMENTS 6.1 Progress Report. The Recipient shall submit progress reports (a "Progress Report") for each Project to the Ministry on a monthly basis, or as requested by the Ministry and the Recipient shall follow such administrative procedures as are specified from time to time by the Ministry. All Progress Reports shall be in a form satisfactory to the Ministry and shall include, if applicable: a) a detailed description of the progress of the Project to the date of the report; b) particulars of how the Communication Requirements have been implemented or applied, and copies of all communications and public information materials; c) a certificate by a Payment Certifier or the chief financial officer of the Recipient certifying the percentage of the Project completed; Page 11 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects d) details of any variance from the Project, the Budget and/or the Project Timeline, including any changes to the projected/actual Project Construction Start Date and end date; e) an invoice summary in the form prescribed by the Ministry with all original invoices and receipts for the Project; f) a list of the vendors from which the invoices were received; g) a description of the type of work performed for each invoice; h) an estimated percentage of project completion; i) tender call dates and tender award dates; j) forecasted and actual construction start and end dates for a Project, together with the Project Construction Start Date; k) a certificate of the chief financial officer of the Recipient in the form set out in Schedule "M"; and m) any other information respecting the Project that may be requested by the Ministry. 6.2 Expendifure and Job Creation Report. The Recipient shall, in addition to the Progress Report, submit to the Ministry for each Project a quarterly Expenditure and Job Creation Report, as set out in Schedule "H" (which may be amended by the Ministry from time to time), on or before May 15, August 15, November 15 and February 15 in each Fiscal Year. 6.3 Final Report. Within 90 days of Substantial Completion of a Project and no later than the Final Report Date or such later date as is specified in writing by the Ministry, the Recipient shall submit a final report (the "Final Report") for the Project to the Ministry and the Recipient shall follow such administrative procedures as are specified from time to time by the Ministry. Upon the Ministry's acceptance of the Final Report and the processing of final claims, the Ministry shall hot be obligated to consider any further claims for Financial Assistance in relation to the Project. All Final Reports shall be in a form satisfactory to the Ministry and shall include: a) a detailed breakdown of projects costs, including: i. engineering /design costs; ii. environmental assessment costs; iii. project management costs; iv. construction costs; v. miscellaneous costs; and vi. applicable taxes: b) Project construction start and end dates; and Page 12 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects c) a Solemn Declaration of Substantial Completion, in the form set out in Schedule N; and d) a final Progress Report. SECTION 7 RECORDS AND AUDIT 7.1 Separate records. The Recipient shall maintain separate records and documentation for each Project and keep all records and documentation for seven (7) years after the final settlement of accounts referred to in Section 5.8 of Schedule "A". Upon request, the Recipient shall submit to the Ministry all records and documentation relating to the Project including, but not limited to, work authorizations, invoices, time sheets, payroll records, estimates and actual cost of the activities carried out pursuant to this Agreement, together with tenders and proposals, final. measurements, payment certificates, change orders, correspondence, memoranda, contracts and amendments thereto which shall be maintained in accordance with Generally Accepted Accounting Principles. 7.2 Provide records fo the Ministry. The Recipient shall provide to the Ministry, upon request and at the Recipient's expense (including but not limited to photocopying, electronic media, transportation and postage, associated staff time, information retrieval and other office expenses), all records and documentation (including invoices and certified statement of final costs) of the Recipient and its auditors, contractors, project managers and Consultants relating to the Project or any other project(s) of the Recipient under RInC/Ontario REC, or any other provincial program(s), for the purposes of cost reviews; audits and settlement, as may be required by the Ministry, of the Project or any other project(s) of the Recipient under RInC/Ontario REC, or any other provincial program(s). Such material shall be provided in a form and manner satisfactory to the Ministry. 7.3 External auditor. The Ministry may require the assistance of an external auditor to carry out an audit of the material referred to in Sections 7.1 and 7.2 of Schedule "A". If so, the Recipient shall, upon request, retain an external auditor acceptable to the Ministry at the Recipient's sole expense. The Recipient shall ensure that any auditor who conducts an audit pursuant to this section of the Agreement or otherwise, provides a copy of the audit report to the Ministry for its consideration at the same time that the audit report is given to the Recipient. 7.4 Information. The Recipient shall supply to the Ministry, upon request, such information in respect of the Project and its results including without limitation all Contracts and agreements related to the Project and all plans and specifications related to the Project, as the Ministry may require. The Government of Canada and the Government of Ontario, their respective agents and employees, including the Auditor General's Office, shall be allowed access to the Recipient's premises and staff and to the Project site at all reasonable times to (i) inspect the progress and monitor the Project; (ii) perform cost reviews and audits on the Project; and (iii) complete any other auditing or monitoring that may be reasonably required in relation to the Project. 7.5 Information condition precedent for payment. If, in the opinion of the Ministry, any of the information requirements of this Article are not met, the Ministry may, in its sole discretion, require the information as a condition precedent to any payment in relation to the Project or any other project(s) of the Recipient under RInC/Ontario REC, or any Page 13 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects other provincial program(s) (either current or future). In addition, the Ministry may, in its sole discretion, Adjust the Financial Assistance. 7.6 Auditor General of Canada. The Auditor General of Canada, may, at the Auditor General of Canada's cost, conduct an audit with respect to the use of Financial Assistance under this Agreement. For the purposes of facilitating such inquiry, the Recipient shall release to the Ministry upon request and in a timely manner, for the purpose of releasing to the Auditor General of Canada: all records held by the Recipient, or by agents or contractors of the Recipient, relating to this Agreement and/or the Financial Assistance; and 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 to the use of Financial Assistance. 7.7 Auditor General of Ontario. The Auditor General of Ontario, may, at the Auditor General of Ontario's cost, conduct an audit with respect to the use of Financial Assistance under this Agreement. For the purposes of facilitating such inquiry, the Recipient shall release to the Ministry upon request and in a timely manner, for the purpose of releasing to the Auditor General of Ontario: all records held by the Recipient, or by agents or Contractors of the Recipient, relating to this Agreement and/or the Financial Assistance; and such further information and explanations as the Auditor General, or anyone acting on behalf of the Auditor General may request relating to the Financial Assistance. SECTION 8 OVERPAYMENT 8.1 Allowable Financial Assistance. Funds provided to the Recipient prior to the submission of a Final Report in accordance with Section 6.3 of Schedule "A" shall not be construed as a final determination of the amount of Financial Assistance applicable to the Project. Upon conducting a final cost review or audit of each Project, the Ministry will determine the final amount of Financial Assistance for each Project (the "Allowable Financial Assistance"). The Allowable Financial Assistance shall not exceed the Maximum Financial Assistance for each Project. The Recipient agrees to repay to the Ministry, upon receipt of a written demand and within the period specified by the Ministry, that amount of the total of the Financial Assistance provided to the Recipient that exceeds the Allowable Financial Assistance for a Project (an "overpayment"), as determined by the Ministry, as well as any Financial Assistance used for a purpose other than that stated in the terms of this Agreement, as determined by the Ministry. 8.2 Deduction of overpayment. The Ministry may deduct any overpayment of Financial Assistance made to a Recipient for a Project, from Financial Assistance payable on any other Project of the Recipient under RInC/Ontario REC or any other Government of Ontario program(s) (either current or future). Any overpayment made on any other Project(s) of the Recipient under RInC/Ontario REC or any other provincial program(s) (either current or future) may in turn be deducted from Financial Assistance payable on the Project. 8.3 Interest on overpayment. The Ministry reserves the right to demand interest on any overpayment of Financial Assistance owing by the Recipient under the terms of this Agreement at the then current interest rate charged by the Government of Ontario on accounts receivable. The Recipient shall pay the amount of interest owing upon receipt of a written demand and within the period specified by the Ministry. Page 14 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects 8.4 Recovery of Financial Assistance. Where Eligible Costs committed to a Project have not been incurred, the Ministry may withdraw any unspent Financial Assistance for that Project if it has not started construction on its Project Construction Start Date or if that Project has started construction but for which progress is not to the satisfaction of Ontario. SECTION 9 INSURANCE AND BONDING 9.1 Insurance. The Recipient represents and warrants that it has, and shall maintain in full force and effect for the term of the Agreement, at its own cost and expense, with insurers having a secure A.M. BesYrating of B+ or greater, or the equivalent, all the necessary and appropriate insurance that a prudent person carrying out a project similar to the Project would maintain, including commercial general liability insurance on an occurrence basis for third party bodily injury, personal injury and property damage, to an inclusive limit of not less than five million dollars ($5,000,000) per occurrence. The policy shall include the following: (i) the Indemnified Parties as additional insureds with respect to liability arising in the course of performance of the Recipient's obligations under, or otherwise in connection with, the Agreement; (ii) across liability clause; (iii) contractual liability coverage; and (iv) a 30 day written notice of cancellation, termination or material change. 9.2 Proof of Insurance. The Recipient shall provide the Ministry with certificates of insurance, or other proof as may be requested by the Ministry, that confirms the insurance coverage as provided for in section 9.1 of Schedule "A". Upon the request of the Ministry, the Recipient shall make available to the Ministry a copy of each insurance policy. 9.3 Bonding. The Recipient shall put in effect and maintain in full force and effect or cause to be put into effect and maintained in full force and effect during the term of this Agreement: a) a performance bond in the amount of 100% of the contract price for any construction Contract related to the Project and which is for an amount greater than $150,000.00 covering the performance of that construction Contract and the correction of any deficiencies; and b) a labour and material payment bond in the amount of 50% of the contract price for any construction Contract related to the Project and which is for an amount greater than $150,000.00 covering the payment for labour, material or both. 9.4 Alternatives, reduction or waiver. Notwithstanding the requirements set out in Section 9.3, the Recipient may prepare and submit to the Ministry a written business case to obtain approval to put into effect and maintain an alternative form of security or to reduce or eliminate the bonds for construction Contracts of $350,000.00 or less, and the Ministry, in its sole discretion, may accept an alternative form of security, reduce or waive the bonding requirements in whole or in part. Page 15 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SECTION 10 INDEMNITY 10.1 Recipient to Indemnify. The Recipient agrees to indemnify and hold harmless the Indemnified Parties from and against all liability, losses, costs, damages, expenses, (including legal, expert and consultant fees), lawsuits, judgments, claims, demands, expenses, actions, causes of action and other proceedings, including any and all liability for damages to property and injury to persons (including death), which the Indemnified Parties may incur, sustain or suffer, otherwise than by reason of their own negligence or wilful misconduct, as a result or arising out of or in relation to: (a) this Agreement or any breach of the terms of this Agreement by the Recipient, its officers, servants, employees, agents and Consultants, or by a third party for whom the Recipient is responsible, and any of its officers, employees, servants or agents; (b) the ongoing operation, maintenance and repair of the Facility; or (c) any omission or other wilful or negligent act of the Recipient, a third party for whom the Recipient is responsible, their respective employees, officers, servants or agents; or (d) any claim for lien made pursuant to the Construction Lien Act, R.S.O. 1990, c. C.30, as amended. SECTION 11 DISPOSITION AND OPERATION OF THE FACILITY 11.1 Facility Disposition. The Recipient shall retain title to, and ownership of, the Facility, for which the Recipient has received Financial Assistance under this Agreement for a minimum of six (ti) years after the expiry or termination of this Agreement; and shall not dispose of the same for a period of six (6) years after the expiry or early termination of this Agreement, without prior written authorization of the Government of Canada and the Ministry. As a condition of such consent, the Government of Canada and/or the Ministry may require the Recipient to repay the Government of Canada and the Ministry the whole or any part of the Financial Assistance paid to the Recipient. Where Project asset is sold, leased, encumbered or dis osed of: Repayment of contribution in current dollars Within 2 Years after Pro ect com letion 100% Between 2 and 6 Years after Project com letion 55% 6 Years after Pro ect com letion 0% 11.2 Notice. At any time during the six (6) years following the date of completion of the Project, the Recipient agrees to notify the Ministry in writing of any transaction triggering the above-mentioned repayment, at least one hundred eighty (1 SO) days in advance. 11.3 Deduction from Financial Assistance. The Ministry may, in its sole and absolute discretion, deduct the amount of Financial Assistance to be repaid under Section 11.1 from Financial Assistance payable to the Recipient on any other project(s) of the Recipient under RInC/Ontario REC or any other provincial program(s) (either current or future) and provide that money to the Government of Canada and/or the Ministry. 11.4 Deemed Overpayment. The Recipient must identify to the Ministry when a Facility in any given Fiscal Year generates revenues that exceed its costs, including operating costs, alternative financing partnerships orpublic-private partnerships costs and provisions for future life cycle costs and where the intent of revenue generation was not identified in the application submitted for that Project under RInC/Ontario REC. Within the first five (5) complete Fiscal Years following the Substantial Completion of a Project, Page 16 of 61 RInCfOntario REC Contribution Agreement for Infrastructure Projects the Ministry may, in its sole and absolute discretion, deem the amount of revenue from that Project that is equal to the proportion of Financial Assistance to the total cost of the Facility to be an overpayment of Financial Assistance (the "deemed overpayment"). The Recipient shall pay the Ministry, upon request, the deemed overpayment. 11.5 Facility Operafion. The Facility shall be used, maintained and operated by the Recipient for a period of at least one half of the expected useful life of the Facility as set out in Schedule "B", failing which the Government of Canada and/or the Ministry may require the Recipient to repay to the Government of Canada and the Ministry the whole or any part of the Financial Assistance paid to the Recipient for the Project. SECTION 12 CONFLICT OF INTEREST AND CONFIDENTIALITY 12.1 No conflict of inferest. The Recipient and its Consultants and any of their respective advisors, partners, directors, officers, employees, agents and volunteers shall not engage in any activity or provide any services where such activity or the provision of such services creates a conflict of interest (actually or potentially in the sole opinion of the Ministry) with the provision of services under this Agreement. The Recipient acknowledges and agrees that it shall be a conflict of interest for it to use confidential information of the Government of Ontario that is relevant to the Project or otherwise where the Ministry•has not expressly authorized such use in writing. For greater certainty, and without limiting the generality of the foregoing, a conflict of interest includes a situation where anyone associated with the Recipient. is able to benefit financially from the Project or where such a person owns or has an interest in an organization that is carrying outwork related to the Project. 12.2 Disclose potential conflict of interest. The Recipient shall disclose to the Ministry without delay any actual or potential situation that may be reasonably interpreted as either a conflict of interest or a potential conflict of interest. 12.3 Freedom of Information and Protection of Privacy Acf. The Recipient acknowledges that the Ministry is bound by the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F.31, as amended binds the Ontario Government and that any information provided to the Ministry in connection with the Project or otherwise in connection with the Agreement is subject to disclosure in accordance with that Act. SECTION 13 COMMUNICATION AND RECOGNITION 13.1 Licensed Marks. The Recipient acknowledges that the Government of Ontario is, will be or may be the owner of certain distinguishing marks comprised of designs, trademarks and official marks which have come or will come to be associated with RInC/Ontario REC (all such current and future marks, being the "Licensed Marks"). 13.2 Acknowledgement in advertising and publicity. The Recipient agrees to acknowledge the Financial Assistance of the Governments of Canada and Ontario being provided for the Project pursuant to this Agreement in all advertising and publicity relating to the Project and in any construction signs and in any temporary or permanent tributes to Project donors by adhering to the Communications Requirements set out in Schedule "G". 13.3 Use of Licensed Marks. In consideration of receiving the Financial Assistance, the Page 17 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects Recipient agrees to use the Licensed Marks as follows: a) the Recipient agrees to use the Licensed Marks only as set out in the Communications Requirements and not to use any other mark or trademark in combination with any of the Licensed Marks without the prior written approval of the Government of Canada and the Ministry. The Recipient agrees that it will not alter, modify, dilute or otherwise misuse the Licensed Marks; b) the Recipient agrees to submit to the Government of Canada and the Ministry, copies of any advertisements or promotional materials containing the Licensed Marks for approval prior to any use thereof and to remove therefrom either any reference to the Licensed Marks or any element that may from time to time and upon reasonable notice be required; c) the Recipient agrees that it will not state or imply, directly or indirectly, that the Recipient or the Recipient's activities, other than those permitted by this Agreement, are supported, endorsed, or sponsored by the Government of Canada. and the Ministry and shall, upon notification, express disclaimers to that effect; and d) the Recipient agrees to promptly inform the Govemment of Canada and the Ministry of any suspected infringement of any Licensed Marks by a third party. 13.4 Cease Using Licensed Marks. Whether or not the Recipient is in breach of this Agreement, forthwith upon any receipt by the Recipient of a written direction from the Government of Canada and the Ministry, the Recipient shall cease using the Licensed Marks, and without limiting the generality of the foregoing, will remove all signage and remove from circulation any use or reference to the Licensed Marks. SECTION 14 COVENANTS, REPRESENTATIONS AND WARRANTIES 14.1 General. The Recipient covenants, represents and warrants to the Ministry that: a) it is conducting and shall conduct its business in compliance with all applicable federal, provincial and municipal laws, and all rules, regulations, by-laws, notices, orders and approvals; b) it is conducting and shall conduct its business in compliance with all federal requirements as outlined in Schedule "E;" c) it has authority and any necessary approval to enter into this Agreement and to carry out its terms; d) it has or will apply for all permits, approvals, and licenses which are required in order to carry out the Project including, but not limited to, any approvals lawfully required under the Planning Act, R.S.O. 1990, c. P. 13, as amended, the Building Code Act, 1992, S.O. 1992, c. 23, as amended, the Highway Traffic Acf, R.S.O. 1990, c. H.8, as amended, the Public Transportation and Highway Improvement Acf, R.S.O. 1990, c. c. P. 50, as amended, the Bridges Act, R.S.O. 1990, c. B. 12, as amended and the Environmental Laws; e) it validly exists as a legal entity with full power to perform and observe all of the Page 18 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects terms and conditions of this Agreement; f) where applicable, it has passed by-laws required to undertake the Project; g) it is now and will continue to be compliant with all Environmental Laws; h) it owns or has along-term lease (inclusive of any renewals) for the lands on which the Facility is or will be located that expires no earlier than six (6) years following Project completion; i) provided that the Recipient is not a Local Government or a Crown Agency, A. it is not anon-resident of Canada within the meaning of the Income Tax Act (Canada); B. is either a corporation, a partnership or a sole proprietorship validly in existence; and C. is registered and qualified to do business wherever necessary to carry out the Project; j) it has the experience, financial health and ability to carry out this Project; k) if the Recipient is a Local Government or a Crown Agency, it has the requisite legislative authority to carry out the Project; I) it will provide or arrange for funds totalling at least as much as the Other Funds to be used for the Project; m) all information provided during the RInC/Ontario REC application process remains true, correct and complete in every respect except as set out to the contrary herein. Without limitation, Project, Budget, Project Timeline, Other Funds, and Total Other Funds are as set out herein and not as set out in the application material; and n) it will notify the Ministry of all Other Funds for each Project contained in Schedule "B" that may reduce the level of Financial Assistance the Recipient would be eligible to receive under this Agreement. 14.2 Governance. The Recipient covenants, represents and warrants that it has, and shall maintain for the period during which this Agreement is in effect, by-laws or other legally necessary instruments to: a) establish the expected code of conduct and ethical responsibilities at all levels of the Recipient's organization; b) establish procedures to ensure the ongoing effective functioning of the Recipient; c) establish decision-making mechanisms; d) provide for the prudent and effective management of the Financial Assistance; e) establish procedures to enable the successful completion of the Project; Page 19 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects f) establish procedures to enable the timely identification of risks to the completion of the Project and strategies to address the identified risks; g) establish procedures to enable the preparation and delivery of all reports required under this Agreement. 14.3 Representations and warranties true condition precedent for payment. Upon request, the Recipient shall provide the Ministry with proof of the matters referred to in this Article. It is a condition precedent to any payment under this Agreement that the representations and warranties under this Section are true at the time of payment and that the Recipient is not in default of compliance with any terms of this Agreement. Where this is not the case, the Ministry may, in its sole discretion, Adjust the Financial Assistance. SECTION 15 DEFAULT, ENFORCEMENT AND TERMINATION 15.1 Event of Default. Each and every one of the following events is an "Event of Default": a) if in the opinion of the Ministry, the Recipient fails to conform or comply with any term or covenant contained in this Agreement to be performed or complied with by the Recipient; b) if in the opinion of the Ministry, any representation or warranty made by the Recipient in this Agreement or any certificate delivered to the Ministry is materially untrue in any respect; c) if an order shall be made or an effective resolution passed for the winding up, or liquidation or dissolution of the Recipient or the Recipient is otherwise dissolved or ceases to carry on its operation; d) if the Recipient uses any of the Financial Assistance for a purpose not authorized by this Agreement without the prior written consent of the Ministry; e) if the Recipient admits in writing its inability to pay its debts generally as they become due, voluntarily suspends transactions of its usual business, becomes insolvent, bankrupt, makes an assignment for the benefit of its creditors, or a receiver or manager, court appointed or otherwise, is appointed for its assets or if the Recipient takes the benefit of any statute from time to time in force relating to bankrupts or insolvent debtors; f) if in the opinion of the Ministry a material adverse change occurs such that the viability of the Recipient as a going concern is threatened in the opinion of the Ministry, acting reasonably; g) if in the opinion of the Ministry the Recipient ceases to operate; h) if in the opinion of the Ministry the Recipient has failed to proceed diligently with the Project or abandons the Project in whole or in part; i) if the Recipient has submitted false or misleading information to the Ministry; or Page 20 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects j) the Recipient and/or any of its Consultants and/or any of their respective advisors, partners, directors, officers, employees, agents and volunteers has breached the requirements of Section 12 of Schedule "A"; or k) if the Recipient fails to begin a Project within sixty (60) days of the Project Construction Start Date identified in Schedule B, or such period as the Ministry may allow; or I) in the opinion of the Ministry, the Recipient has failed to proceed diligently with a Project or abandons a Project in whole or in part, or the Recipient is otherwise in default in carrying out any of the terms, conditions or obligations of this Agreement, except where such failure is due to causes which, in the opinion of the Ministry are beyond the control of the Recipient. 15.2 Waiver. The Ministry may, at any time, waive any 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 be deemed to constitute, a waiver of such Event of Default unless such waiver is in writing from the Ministry. 15.3 Remedies on default. Notwithstanding any other rights which the Ministry may have under this Agreement, if an Event of Default has occurred, the Ministry shall have the following remedies provided only that in the case of an Event of Default which, in the opinion of the Ministry in its sole discretion, is curable, the Ministry has first given written notice of the Event of Default to the Recipient and the Recipient has failed to correct the Event of Default within 30 days or such period of time as the Ministry may consent to in writing: a) the Ministry shall have no further obligation to provide any Financial Assistance for the Project; b) the Ministry may, at its option, terminate this Agreement immediately, or the Ministry may, in its sole discretion, Adjust the Financial Assistance. The total amount of Financial Assistance shall be immediately due and payable by the Recipient and bear interest at the then-current interest rate charged by the Ministry on accounts receivable; and a. the Ministry may avail itself of any of its legal remedies that it may deem appropriate. 15.4 Additional remedies. In addition to the remedies described in Section 15.3 above, the Ministry may commence such legal action or proceedings as it, in its sole discretion, may deem expedient, without any additional notice under this Agreement. The rights and remedies of the Ministry hereunder are cumulative and in addition to, and not in substitution far, all other rights or remedies otherwise available to the Ministry. 15.5 Termination without cause. Notwithstanding anything else contained herein, the Ministry reserves the right to terminate this Agreement without cause upon such conditions as the Ministry may require, with a minimum of thirty (30) days written notice to the Recipient. If the Ministry terminates this Agreement prior to its expiration, the Ministry, subject to all df the Ministry's rights under this Agreement, including, without limitation, the Ministry's right to Adjust the Financial Assistance, shall only be Page 21 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects responsible for the payment of Financial Assistance on the portion of the Project completed and Eligible Costs already incurred and paid by the Recipient at the time of such termination provided that the Recipient provides a report to the Ministry that meets the requirements of a Progress Report. Such report must be received by the Ministry within ninety (90) days of receipt of notice of termination by the Recipient. SECTION 16 NOTICE 16.1 Notice. Any demand, notice or communication to be made or given hereunder shall be in writing and may be made or given by personal delivery or mailed by first class registered mail, postage prepaid or by transmittal by facsimile, telecopy, email or other electronic means of communication addressed to the respective parties as follows at the addresses set out in Schedule "F" or to such other person, address, facsimile number, telecopy number or email address as either party may from time to time notify the other in accordance with this Section. Any demand, notice or communication made or given by personal delivery shall be conclusively deemed to be received on the day of actual delivery thereof. Any demand, notice or communication made or given by facsimile, email or other electronic means of communication, if made or given at a time when it would be received by the Recipient during its normal business hours on a Business Day, shall be deemed to be received at the time it is sent; otherwise, such electronic communication shall be deemed to be received on the first Business Day following the transmittal thereof. Any demand, notice or communication mailed by registered mail shall. be deemed to have been received on the third Business Day following the day on which it was mailed. 16.2 Representatives. The individuals identified pursuant to Section 16.1 will, in the first instance, act as the Ministry's or the Recipient's, as the case may be, representative for the purpose of implementing this Agreement. SECTION 17 MISCELLANEOUS 17.1 Terms Binding. The Recipient shall take all reasonable measures to ensure that its officers, directors, partners, employees, agents, sub-contractors, Consultants, and third parties shall be bound to observe all of the terms and conditions of this Agreement, including, but not limited to all covenants, representations and warranties set out herein. The Recipient shall include in all of its Contract(s) terms and conditions similar to and not less favourable to the Government of Ontario than the terms and conditions of this Agreement to the extent that they are applicable to the work subcontracted, including but not limited to the requirements of Section 7 of Schedule "A". 17.2 Time is of fhe 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. The Ministry shall not be liable for any liquidated damages as a result of working days extensions. 17.3 Successors and assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors; administrators, successors and permitted assigns. 17.4 Severability. The validity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions hereof and such invalid or Page 22 of 61 RInClCntario REC Contribution Agreement for Infrastructure Projects unenforceable provisions shall be deemed to be severable. 17.5 No waiver. The failure by the Ministry to insist in one or more instances on performance by the Recipient of any of the terms or conditions of this Agreement shall not be construed as a waiver of the Ministry's right to require further 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. 17.6 Division of Agreement. The division of this Agreement into schedules, articles, sections, clauses, paragraphs and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. 17.7 Governing law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in Ontario. 17.8 Survival. All of the provisions of this Agreement that expressly or by their nature survive the expiry or any termination of this Agreement (including the provisions of subsections 4.1, 4.5, 4.6, 4.7, 4.8 (Financial Assistance), subsections 5.1, 5.2, 5.3 (Project Award, Management and Completion) Section 6 (Reporting Requirements), Section 7 (Records and Audit), Section 8 (Overpayment), Section 10 (Indemnity), Section 11 (Disposition and Operation of Facility), Section 12 (Conflict of Interest and Confidentiality), Section 13 (Communications and Recognition), Section 14 (Covenants, Representations and Warranties), Section 15 (Default, Enforcement and Termination), and Section 17 (Miscellaneous) of Schedule "A"; Schedule "E'; Schedule "B" (Useful Life of Facility); and Schedule "G" (the Recipient's obligation to maintain a permanent plaque in cases where it is necessary to install a permanent plaque) shall continue subsequent to and despite such termination or expiry, until they are satisfied or by their nature expire. 17.9 No assignment. This Agreement shall not be assigned by the Recipient. The Ministry may assign this Agreement on written notice to the Recipient. 17.10 No Amendment. This Agreement shall not be varied or amended except by a document in writing, dated and signed on behalf of the Ministry and the Recipient. 17.11 Interest. The Ministry reserves the right to demand interest on any repayment of Financial Assistance owing by the Recipient under the terms of this Agreement at the then-current interest rate charged by the Ministry on accounts receivable. The Recipient shall pay the amount of interest owing upon receipt of a written demand and within the period specified by the Ministry. 17.12 Ministry and Recipient independent. Nothing in this Agreement shall be deemed to constitute the Recipient an employee, servant, agent, partner of or in joint venture with the Ministry for any purpose whatsoever. 17.13 Recipient cannot represent the Governments of Canada or Ontario. The provision of Financial Assistance to the Recipient pursuant to this Agreement is for the sole purpose of, and is limited to, carrying out the Project. The Recipient warrants and agrees that under no circumstances shall it enter into any contract or commitment in the name of or on behalf of the Governments of Canada and/or Ontario. The Recipient acknowledges and agrees that it is not by the terms of this Agreement or otherwise, granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the Governments of Canada and/or Page 23 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects Ontario, to act as an agent of the Governments of Canada and/or Ontario, or to bind the Governments of Canada and/or Ontario in any manner whatsoever other than as specifically provided in this Agreement. 17.14 Consultants. The Ministry acknowledges that, in connection with carrying out the Project, the Recipient may engage one or more Consultants. The Ministry acknowledges and agrees that the Recipient shall have the sole authority and responsibility for such employees, agents or Consultants, including their 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. 17.15 Lobbyists and Agent Fees. The Recipient warrants that any person hired, for payment, or to speak or correspond with any employee or other person representing the Recipient, concerning any matter relating to the contribution under this Agreement or any benefit hereunder and who is required pursuant to the Lobbying Act, R.S.C. 1985, c. 44 (4th Supp.), as amended, is registered pursuant to the Lobbying Act, R.S.C. 1985, c. 44 (4th Supp.), as amended. The Recipient also warrants that it has not and nor will it make a payment or other compensation to any legal entity that is contingent upon or is calculated upon the contribution hereunder or negotiating the whole or any part of the terms of this Agreement. 17.16 Cooperation. The Ministry and the Recipient agree to cooperate. with one another and will be frank, candid and timely when dealing with one another and will endeavour to facilitate the implementation of this Agreement. 17.17 Data. The Recipient agrees that the Government of Ontario may, in its sole discretion, gather and compile information and data required under this Agreement and disclose such information and data to the Government of Canada. 17.18 Priority. Where there is a conflict between one or more of the schedules of this Agreement; the following order of priority shall apply: the "other provisions" contained in Schedule "F", Schedule "A", Schedule `C", Schedule "B" and all other schedules. 17.19 Entire Agreement. The Agreement constitutes the entire Agreement between Government of Ontario and the Recipient with respect to the subject matter contained in the Agreement and supersedes all prior oral or written representations and/or agreements. - END OF GENERAL TERMS AND CONDITIONS - Page 24 of 61 y U W 0 ma ww J = ~ ~ p LL W ~ y0 a U U w p 0 a m 5 A c E d Q 0 a C U U 0 c K 0 w J w d N Z O -i Q J 7 W ~ Om U z W ~ Q `_ p o ~ o H N to (6 I_ O F ~- U ~ N oa ~ ~ a~ F W W v ~ ~ M 7 ~ az 0 w 0 0 ~" ~" ~+ IA ~ J ~ N ~ y .- .N, i . d LL ~ ~ ~ ~ w O .~ ~ O 4J ~ Z itl Q~W ~ zaJ s. ~ ~ J G ~ ~ ~ ~ O J b ~ NS ~3 (U/7 Q ~ 0 ~ U ~ ~ ~ 3 ~ Z U N O •-~ ~ V a. ~ ~ Q FQ OH : d a ~ yG o ~ a o _ ~o z o U p ,~ ~ U Q ~ o W~ O~ p `~-~ ~ F- F U N N W °J p,~ m ' U '~ P„~ W a~ O U w ~ - iy a ~ ~ V ~ ~ "~ ~ a~ ~ ° ,y y a o _ ~ .~.I 3 a _ ~ .. M y ~ 'L O ~ ~'+ b ~ V.y O ,~ O ~ W ~ J N y O r F ~ y ~ VW Z cVd U ~ 0 O ~ .N+ ~ U N H d " C .C C.' + ~ .~ a3i ~ + ~ ~ . O v ~L!L ^ ~ ,« ~ cd bq p ~ :C R~ OV o ~ .~ ~ a a~ ~ ~ ~ ~ ~ ~ - a ~3 : °~' n ~ ~~ ~.o . _, , ~ U ~m ~ m r, ~ a a N tiN r o. ~ . `F Y' a z ~" ;;i can 0 N d m a Y 3 oq .Y m n. .~ ~3 G W O N b ti cd N N Y y CC w y ~ L b N N ~ ~ Q y.~ M O Q ~b ~I-i ry ~.y ~ :--i m w S~-i O .J i ~i N ~ N y .ti ,~ w v 0 '0 0 ,..., aN :c a h w 0 N N (6 d RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE"C" ' ELIGIBLE AND INELIGIBLE COSTS C.1 ELIGIBLE COSTS C.1.1 Subject to Section C.2, Eligible Costs are all direct costs that are, ih the Ministry's opinion, properly and reasonably incurred and paid by the Recipient under a Contract for goods or services necessary for the implementation of the Project: a) the costs to rehabilitate or repair fixed capital assets of recreational infrastructure, including new construction that is either adding to or replacing existing recreational infrastructure assets or capacity; b) the fees paid to professionals, technical personnel, consultants and contractors specifically engaged to undertake the surveying, design, engineering, manufacturing or construction of a project infrastructure asset and related facilities and structures; c) the costs of environmental assessments, monitoring, and follow-up programs as required by the Canadian Environmental Assessment Act, S.C. 1992, c. 37, as amended and the Environmental Assessment Act, R.S.O. 1990, c. E. 18, as amended and the costs of remedial activities, mitigation measures and follow-up identified in any environmental assessment; d) the costs described in Schedule "G" as Eligible Costs; e) the costs of Project-related signage, lighting, Project markings and utility adjustments; f) the costs of developing and implementing innovative techniques for carrying out the Project, as determined by the Ministry; g) costs of related to following the Aboriginal Consultation Protocol set out in Schedule "L", including the translation of documents into languages spoken by the interested Aboriginal community(ies); h) Recipient audit and evaluation costs as specified in this Agreement, with the exception of costs related to the retaining of an external auditor; and i) other costs that are considered to be direct and necessary far the successful implementation of the Project and that have been approved in advance, and in writing, by the Ministry. C.1.2 Employee and Equipment costs The incremental costs of the Recipient's employees or equipment may be included in its Eligible Costs under the following conditions. a) the Recipient is a local, regional or First Nation's government; b) the Recipient satisfies the Ministry that it is not economically feasible to tender a Contract; Page 27 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects c) employees or equipment are employed directly in respect of the work that would have been the subject of the Contract; and d) approved in advance and in writing by the Ministry. C.2.1 INELIGIBLE COSTS The following costs are ineligible for Financial Assistance: a) costs incurred before June 26, 2009 and after March 31, 2011; b) movable equipment; c) services or works that, in the opinion of the Ministry, are normally provided by the Recipient or a related party; d) salaries and other employment benefits of any employees of the Recipient except as indicated in section C.1.2; e) the Recipient's overhead costs, its direct or indirect operating or administrative costs, and more specifically, its costs related to planning, engineering, architecture, supervision, management and other activities normally carried out by its staff; f) costs of feasibility and planning studies; g) taxes for which the Recipient is eligible for a tax rebate, credit or refund and all other costs eligible for rebates, credits or refunds; h) costs of land acquisition, leasing land, buildings, equipment and other facilities, real estate fees and related costs; i) financing charges, legal fees and loan interest payments (including those related to easements (e.g. surveys)); j) the value of any goods and services which are received through donations or in kind; k) routine repair and maintenance costs; and I) the costs described in Schedule "G" as Ineligible Costs. Page 28 of 61 W U Z DN J N ~ Q ~ J W =a NQ Z LL. 0 a m U s' m 0 `v d a `o j n 0 U w 0 c 0 U c C O N ~ a C ~. _ ?. -p Y o 0 0 ~ O ~- N N ~ C= O O vi N O O N ~ ~ 7 ~ m V ~ ~ V dq 69 EH d . N ~ f0 ~ V O ~ ~' m ~ c o ~ o .. .x O N ~ ~ ~ (p ,C N W Q b4 EA fA ~ U O O O O > . C O O ~O N O O ~ C X O N M V E O C O C ~ LL Q b4 EA EH N . N Q (6 U ~ ~- O O O O N N U C O N O _c L L ~ C ~ l9 N M . f 6 l N r V (D Q L I N Q V) b4 69 O i l Y m L r ° CO ° m o c O o ~ ~ 0 ~ M r N O O N ~ N M C ~ 6 4 6 9 i~ ~ ~ ,~ N to N Q O O M O X ~ O M O W O N N M N fA 69 fA N Q ~ O O O °-~" o ~ o W "ai ~ o oU, ~ ~ ~ H ~ d ' V V ~V o ~ ro m ro aZ ~ ~ ~ air ~ ~Lr c o o . c oo ~ ..-~ .. L c.. d~ O M N . L 1. L N N 7 L.+ d ~ ~ ~ ~ ~ ~_ O N ." . O U ,C O N U Q U~ N O NL~ adN O >. N O i c y= 0 - w c ' ~ ~ L a ~ ° a o ~ ° m E N C ~ W C ° N :+!_ 7 LO ~ Q~j N 0~ ~ N fA N w ~ Q O U~ . E ~ E N~ f6 N C ~ O. U N ~ j ~ p 'n d ~ N c6 Y ~ N VJ O O 'U 'O ~ C 16 d d y f0 °' d N E C ~ N O N O~ L ~= N~ t C _ N O N lL0 ~ N . O w ~ N 16 ~ N N L Q c6 C O V) L-..N d U LL T p ~ '~ E'N ~ omc'~doc p ~ a ~ W N ° N c s L ° ~.d NQ O- nm c L f4 O of w6 O N (6 U. V C E •C d~ N LL N 'D N LL . N O C U O~ E O N C N U C O ._c N C N ~~ ~- 'oLL~E °~ Q~ ° oW ~ aET'R~~~ ~ o w E L ~~° m ° `~ C O E _ ~ d O O d' O X I.L a N ~ ~ N ,C p '~ ~ O o N C O ~ N c N „_, N N O a s ~ o Q~ V r ~ w N N . _~ = ~ 3 a a i o 'O N L c~o c ° 'v° 3N o .~d c a ~ c ~c~ pc ~ W N T N d N _ [6 LL L U ~ ~ OL L ~d 0 °~ ~ o .. ~. 3 N o o m m m E m~~ E a ~ w w L 7 'O d O N JC a ~ ° ~ in ~ __ d p N 3~ d ~~ ~ m O i a Z' ~ i a i a Q-' O Z' « ~ N ~ d N- ~; ~ .- t U ,N c c9 O N ~ L ~ ~° o ~ ~ N l.L N (n C N N Q) ~ a N C V ._ r fC wr O' N N7 ~ ' ~ p T O d N fn w ~ U.C N2' ° ° Tt V N~ N~ `~ W p ~ N N d O O~ p L ~ O c ~UrL-. 'pQ ~ o d o= p N O L '~ doca oh ~ N ~ lE ,~ a~ U w U 7 C U oa~'a > . °a> ~ ~ ~ wd~a ~U N G O n U Q i ~ N t L p N ~ i d d n m I - 3 F i v i m u irn RInClOntario REC Contribution Agreement for Infrastructure Projects SCHEDULE"E" FEDERAL REQUIREMENTS The Ministry and the Recipient agree to the following Federal Requirements: The Recipient acknowledges and agrees that the amount of Financial Assistance being provided by the Ministry is dependent on the Ministry receiving funds for the Project from the Government of Canada (the "Federal Government"). Should the Ministry not receive the funds it expects to receive in relation to the Project from the Federal Government, the Ministry may, in its sole discretion, Adjust the Financial Assistance being provided to the Recipient pursuant to this Agreement (including, without limitation, requiring repayment of Financial Assistance already paid to the Recipient). 2. The Recipient shall indemnify and hold harmless the Federal Government, its officers, servants, employees or agents, from and against all claims and demands, loss, damages, costs, expenses, actions, suits or other proceedings by whomsoever made, sustained, brought, prosecuted, threatened to be brought or prosecuted in any manner, based upon, occasioned by any injury to persons, damage to or loss or destruction of property, economic loss or infringement of rights caused by or arising directly or indirectly from: a) The Project; b) The performance of this Agreement or the breach of any term or condition of this Agreement by the Recipient, its officers, employees and agents, or by a third party, its officers, employees or agents; c) The construction, design, ongoing operation, maintenance and repair of the Facility; or d) Any omission or other willful or negligent act of the Recipient, its employees, officers or agents; Except to the extent to which such claims and demands, losses costs, damages, actions, suits or other proceedings relate to the actor negligence of an officer, employee or agent of the Federal Government in the performance of his or her duties. 3. The Recipient further agrees to indemnify and hold the Federal Government, its directors, officers, employees and agents, for any incidental, indirect, special or consequential damages, or any loss of use, revenue or profit, which the Federal Government, its directors, officers, employees and agents 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. 4. The Recipient acknowledges that the provisions of the Access fo Information Act, R.S.C. 1985, c. A-1, as amended and the Privacy Act, R.S.C. 1985 c. P-21, as amended and regulations thereunder bind the Federal Government. 5. The Recipient acknowledges that the Federal Government is or will be the owner of certain Page 30 of 61 RInClOntario REC Contribution Agreement far Infrastructure Projects distinguishing marks comprised of designs, trademarks and official marks in relation to RInC/Ontario REC (the "Federal Licensed Marks") and the Recipient is subject to the requirements of Section 13 (Communication and Recognition) of this Agreement, with appropriate changes, in relation to the Federal Licensed Marks. 6. No member of the House of Commons or of the Senate of Canada shall be admitted to any share or part of any contract, agreement or commission made pursuant to this Agreement or to any benefit arising therefrom. 7. Notwithstanding any provisions of this Agreement, all obligations of the Federal Government incurred by virtue of this Agreement shall be subject to the Financial Administration Act, R.S.C. 1985, c. F-11, as amended. 8. Pursuant to the requirements of the Canadian Environmental Assessment Act, S.C. 1992, c. 37, as amended, the Recipient will follow the general environmental mitigation measures outlined in the document entitled "Screening under the Canadian Environmental Assessment Act" and any Project-specific environmental mitigation measures as communicated to the Recipient by the Federal Government. 9. The Recipient acknowledges and agrees that the Federal Government may, in its sole discretion, exercise the Ministry's right to monitor the Project, perform audits and/or gather data pursuant to the terms and conditions of this Agreement. 10. The Recipient shall, in all public communications (including but not limited to Web sites, publications, news releases, presentations, annual reports, on-site signage) acknowledge the financial contribution of the Governments of Canada and Ontario. The Recipient shall consent to a form of acknowledgement which has been approved by the Minister or his/her representatives, and which may include text in both official languages, an official government symbol and/or other graphic elements. The Recipient also consents to limit the acknowledgement to applications agreed upon by the Minister or his/her representatives and to terminate the acknowledgement upon the request by the Minister orhis/her representatives. 11. The Recipient warrants that: a) it has not, nor has any person on its behalf, paid or provided or agree to pay or provide, to any person, directly or indirectly, a commission, contingency fee or any other consideration (whether monetary or otherwise) that is dependant upon the execution of the Agreement or the person arranging a meeting with any Public Office Holder as defined in the Lobbying Acf, R.S.C. 1985, c. 44 (4th Supp.), as amended; b) it will not, during the term of this Agreement, pay or provide or agree to pay or provide to any person, directly or indirectly, a commission, contingency fee or any other consideration (whether monetary or otherwise) that is dependant upon the person arranging a meeting with any Public Office Holder; c) any person who, for consideration, directly or indirectly, communicated with or arranged a meeting with any Public Office Holder, in respect of any aspect of this Agreement, prior to the execution of the Agreement, was in compliance with all Page 31 of 61 RInC/ontario REC Contributlon Agreement for Infrastructure Projects requirements of the Act; d) any person who, for consideration, directly or indirectly, during the term of this Agreement and in respect of any aspect of this Agreement, communicates with or arranges a meeting with any Public office Holder will be in compliance with all requirements of the Act; and e) at all. relevant time the Recipient has been, is and will remain in compliance with the Act. Page 32 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE "F" ADDITIONAL PROVISIONS R1345 Replacement of Arena Floor at Darlington Sports Centre The Ministry and the Recipient agree to the following additional provisions: 1. Further to Section 16 of Schedule "A", notice can be given at the following addresses: (a) If to the Ministry: Alan Koehler Ministry of Tourism Central Region 700 Bay Street, 15th Floor Toronto, ON M5G 1Z6 Phone : (416) 326-3344 Fax : (416) 314-1382 E-mail : AIan.Koehler@ontario.ca Attention: Alan Koehler, Program Consultant (b) If to the Recipient: Municipality of Clarington 40 Temperance St. Bowmanville L1 C 3A6 Phone :905-6233379 ext 405 E-mail : gacorn@clarington.net Attention: George Acorn, Manager of Facilities 2. Other provisions: nil 3. Other Reporting Requirements: nil Page 33 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects SCHEDULE "F" ADDITIONAL PROVISIONS R1346 Improvements to Newcastle Memorial Arena The Ministry and the Recipient agree to the following additional provisions:. 4. Further to Section 16 of Schedule "A", notice can be given at the following addresses: (a) If to the Ministry: Alan Koehler Ministry of Tourism Central Region 700 Bay Street, 15th Floor Toronto, ON M5G 1Z6 Phone : (416) 326-3344 Fax: (416)314-1382 E-mail : AIan.Koehler@ontario.ca Attention: Alan Koehler, Program Consultant (b) If to the Recipient: Municipality of Clarington 40 Temperance St. Bowmanville L.1 C 3A6 Phone :905-263-2291 E-mail : fhorvath@clarington.net Attention: Fred Horvath, Director of Operations 5. Other provisions: nil 6. Other Reporting Requirements: nil Page 34 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE "F" ADDITIONAL PROVISIONS R1347 Improvements to Garnet Rickard Recreation Complex The Ministry and the Recipient agree to the following additional provisions: 7. Further to Section 16 of Schedule "A", notice can be given at the following addresses: (a) If to the Ministry: Alan Koehler Ministry of Tourism Cehtral Region 700 Bay Street, 15th Floor Toronto, ON M5G 1Z6 Phone : (416) 326- Fax: (416)314-1382 E-mail : AIan.Koehler@ontario.ca Attention: Alan Koehler, Program Consultant (b) If to the Recipient: Municipality of Clarington 40 Temperance St. Bowmanville L.1 C 3A6 Phone :905-623-3379 ext 405 E-mail : gacorn@clarington.net Attention: George Acorn, Manager of Facilities 8. Other provisions: nil 9. Other Reporting Requirements: nil Page 35 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE"G" COMMUNICATIONS REQUIREMENTS Unless specified otherwise in Schedule "F", for the purposes of this Schedule "G" the Recipient shalFfollow these communications requirements. Purpose of Schedule This Schedule describes the Recipient's responsibilities and financial obligations involved in the joint communications activities and products for the Project to recognize the contributions of the Federal Government, the Government of Ontario and the Recipient. General Principles The Recipient agrees to work with RInC/Ontario REC officials and other partners to undertake. communication activities for the Project in an open, effective and proactive manner, ensuring equal recognition and prominence of all parties making a significant financial contribution to the Project when logos, symbols, flags and other types of identification are used. All parties making a significant financial contribution to the Project will receive equal recognition and prominence when logos, symbols, flags and other types of identification are incorporated into events, signs and plaques unless the Ministry specifies otherwise. All events and signage will follow these Communications Requirements and any other requirements that may be specified by the Ministry from time to time. Both official languages will be used for public information and signage in accordance with the Official Languages Act, R.S.C. 1985, c. 39 (4th Supp.), as amended. The Recipient may produce information kits, brochures, public reports and Web pages providing information on the Project and Agreement for private-sector interest groups, contractors and members of the public. These products must indicate that the Project received Financial Assistance from the Governments of Canada and Ontario under RInC/Ontario REC. The Recipient will consult with the Governments of Canada and Ontario in preparing the content and look of all such material. All communications referencing the Governments of Canada and Ontario must be approved. Events The Recipient agrees that all Project-related milestone events, such as groundbreaking and ribbon-cutting ceremonies, will be organized in cooperation with the Governments of Canada and Ontario and any other parties making a significant financial contribution to the Project. The Recipient will coordinate a mutually agreeable venue, date and time for the event in light of the availability of all participants. Unless agreed to in advance, no event should take place without at least fifteen (15) Business Days' notice to all Parties. Page 36 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects - The Recipient may invite other elected officials and members of council. The Recipient should also invite local interested parties, such as contractors; architects, labour groups, and community leaders as early as possible, and in consultation with the Governments of Canada and Ontario, prior to the event. All written communications (invitations, public service announcements, posters, news releases, etc.) must indicate that the .Project received Financial Assistance from the Governments of Canada and Ontario under RInC/Ontario REC. The Governments of Canada and Ontario will assist the Recipient in coordinating the attendance of federal and provincial representatives, as well as developing an agenda, news release, etc. All parties will-approve and receive final copies. Federal, provincial and municipal flags (where applicable) should also be on display at all RInC/Ontario REC events. The Table of Precedence for Canada, as established by Canadian Heritage (http://www.pch.gc.ca/pgm/ceem-coed/prtcl/precedence-eng.cfm), or some other mutually acceptable protocol should be respected. signage The Recipient agrees to install Project signage to communicate the nature of the Project and the involvement of the Governments of Canada and Ontario and the Recipient, in accordance with federal and provincial signage guidelines available on the RInC/Ontario REC website at www.rinc-on.ca Eligible Costs The Recipient will pay the costs of preparing and delivering communications activities and products, including the organization of special events and the production of signage. These costs are deemed to be Eligible Costs under the Agreement as specified below. For the purposes of events, Eligible Costs include the following: • Printing and mailing invitations • Light refreshments, such as coffee, tea, juice, donuts, muffins, snacks • Draping for plaque unveiling • Project material for display and/or media kit • signage • Rentals such ax • flagpoles • stage • chairs • podium • PA system The cost of certain items such as alcoholic beverages, china, tents, waiters, guest mileage or transportation, wine glasses, lamps, tea wagons, plants, photographers and gifts are Ineligible Costs. Page 37 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects For the purposes of signage, Eligible Costs include the following: - Maximum costs of $2,250 for a small sign and $4,250 for a large sign Maximum costs of $2,500 for a permanent. plaque Page 38 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE"H" EXPENDITURE AND JOB CREATION REPORT Canad°a r~~ ~r Ontario Recreational Infrastructure Fund (RInC) in Ontario and Ontario Recreational Program (Ontario REC) EXPENDITURE AND JOB CREATION REPORT Project Title: Replacement of Arena Floor at Darlington Sports Centre Project Number: R1345 Expenditure Forecast Table Quarter (April -June) Q1 (July -Sept.) Q2 (Oct. -Dec.) Q3 (Jan .- March) Q4 2009110 2010111 Jobs Created /Sustained Table Average Number of Temporary Jobs Previous Quarter (show date ranges) Current Quarter (show date ranges) Prepared By: Phone Number: Report Date: Page 39 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE"H" EXPENDITURE AND JOB CREATION REPORT Canada r~~ ~r Ontario Recreational Infrastructure Fund (RInC) in Ontario and Ontario Recreational Program (Ontario REC) EXPENDITURE AND JOB CREATION REPORT Project Title: Improvements to Newcastle Memorial Arena Project Number: R1346 Expenditure Forecast Table Quarter (April -June) Q1 (July -Sept.) Q2 (Oct. -Dec.) Q3 (Jan .- March) Q4 2009/10 2010/11 Jobs Created 1 Sustained Table Average Number of Temporary Jobs Previous Quarter (show date ranges) Current Quarter (show date ranges) Prepared By: Phone Number: Report Date: Page 40 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects SCHEDULE"H" EXPENDITURE AND JOB CREATION REPORT Canada r~~ ~r Ontario Recreational Infrastructure Fund (RInC) in Ontario and Ontario Recreational Program (Ontario REC) EXPENDITURE AND JOB CREATION REPORT Project Title: Improvements to Garnet Rickard Recreation Complex Project Number: R1347 Expenditure Forecast Table Quarter (April -June) Q1 (July -Sept.) Q2 (Oct. -Dec.) Q3 (Jan .- March) Q4 2009/10 2010/11 Jobs Created /Sustained Table Average Number of Temporary Jobs Previous Quarter (show date ranges) Current Quarter (show date ranges) Prepared By; Phone Number: Report Date: Page 41 of 61 RInClOnlario REC Contribution Agreement for Infrastructure Projects SCHEDULE "I" BUDGET R1345 Replacement of Arena Floor at Darlington Sports Centre # ~~' `Eligible Casts $ '' 1 Design & Engineering Costs $40,000 2 Construction Costs $320,000 3 Project Management Costs $0 4 Other Eligible Costs (Show details below.) $p 5 $ 6 $ 7 $ 8 $ 9 1 ~! Contingency Allowance (Maximum 10% of Eligible Costs) , Subtot~f-;Ellgibl~' ao~ect Costs (Sum of W(ieaa.Chtt'o~~9}Ii' ;, . ,' `,' $36,000 i ~!r 0(~` '~~.`~ ¢~f, ! ~, ;r,iil; Qthet=C~q~ats"' ~hetw`ci~ta0's ~af€rik) ,;. ,$II'iil %I' 11 $ 12 $ 13 $ 14 $ 15 $ iP Subtgtd ,,; t~t(i~h,s~#~ (,~ y .i4~~C~jng~ 1t (hrough,~~~ '~,, ~ ii $ ",~„ a ;` ~~" ri`~`+Qta;.,Fo~~?t~ ,Linest0';1~~~'h,t~~~,~,~~'~'~tr.Y',`r,.j,I.{ml+~~ i'~'ii~'~i,'',';~~`,' $~~„> i~~i~}~, ~a~ fir' t Ft~an~~al A~~~ ~'I ~; ,. ~ gtb(e. , ; „ tl~I~~~ ~P ' ' ~ l ' ~ "" i"1 ` ii .i< tai i'jTI ~I ~!( i, it s;.9 ~4 M4i„ , ~i ~ , ~ ' (Ii~~iIt ~i i ,i ~~ ~ ~ ~ P 7Hi i iii i d Y ~ ai {3 i ~4( GD , <il~ , ~ ili ff t ~ ~G{ II .i ` I, r] i~' ~, i . , h i h dot its s1 ,.I,hrtl~•,`t"., i `~.,.s„ i9 s "., ~ r rf f t Ns~:• ~,i , ~,i , " s ~ e. . ~ ~. 18 Ontario -Maximum Financial Assistance 0.33 $132,000 19 Canada -Maximum Financial Assistance 0.33 $132,000 20 Ontario 8 Canada -Maximum Financial 0.67 $264,000 Assistance 18 + 19 # Proposed Gash Flows zoos-lo zolo-11` Total $ 21 Eligible Costs (Line to) $35,750 $360,250 $396,000 22 Total Costs (Line ~~) $35,750 $360,000 $396,000 23 Financial Assistance (Line zo) $26,600 $237,400 $264,000 Page 42 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE "I" BUDGET R1346 Improvements to Newcastle Memorial Arena + i ~ ~ « ~ t i ;; ,; ':' q ,, >~{~giLllF-<<ifl~44j#i' ° i. ^( , ,~i` ; ~ '" 1 Design 8 Engineering Costs $42,500 2 Construction Costs $340,000 3 Project Management Costs $p 4 Other Eligible Costs (Show details below.) $0 5 $ 6 $ 7 $ 8 $ 9 #'E Contingency Allowance (Maximum 10% of Eligible Costs) ;~U~.#t4t8 f , ~t±~l~,@ F'r BCt C'OSYa (&41Fn"tf~~ tr ,1~'.'~~-„~}t'QU~7 ;'it°'s it ~~ ~ ~, ,~) , 4 $38,250 ',~e~. Q,~~ , ! $ P #`'' i~i~~x li~~~[ ~i (~~~~ii ~ ~ ~ , ~ ~ ~~al I,.~, I ~,IC,l1 ,(~,:: ~V~~ ~~t,~ j4Ntiw detailsaetow~ k~~hii ~, +iI .IqH ~.,r i +~ ; ~t $ 12 $ 13 $ 14 $ 15 .~SUbtota6 r,- the mats'( t{m ti "Line.il#i,tCl I~~ t4' , , ,~,d~,, „,i+, , ;~~ i ;i $ ; ~, r~,fi ~ ++ , I ,y „ 17 ~ . I~ti3~pfL1~~4"ti ~Q~ ~, i~j~~@@ ,~?~ii i~nA ~nyy~"~~Ii,~# i41 t.i+ i1` %~~{~~, i +t;~~+r b~ l,al., r~*^~M~ i ,. : ; ~ ~fi.' ~ I k}'' it%+I , d it ,•+~ l ,l~~,' , ~„li~~~~~a ~ ~i , hu.i iA~t#+tii. ~ Y u ~~, I. ( ~ ( ~f 5j+,~ ([~ {[p~{{ ~~`~~f} Q ~ f ~' ~@ 1~'y~'~~ Y~I~'' ~t fl ~, Yl ~¢~Y iit ~j~,j~, Illy ~ ~1IY \Ff +~.!RP~~ ~~. ~ i i ~f + ,i ~ { 4 t.. IIt') „~, fi~t~! t~j 1~1~~j (h ~:' 4 ~ ~„~' J, II ,~I~~I~, I'I-,t ~, I~ d .~'~ ~ . Iij it;, ~i , ° iiPiFi~~j~~~;~',}!~{~#Il~k i~Ia rl'I~~,Ia~at~ re ,~7 ~i ,~'",s~ii ~. `#~#`1~j1~i j'V~~i,ip +„i,+k~. :i~+i , I ~ , 18 Ontario -Maximum Financial Assistance 0.33 $140,250 19 Canada -Maximum Financial Assistance 0.33 $140,250 20 Ontario 8'Canada -Maximum Financial Assistance 18 + 19 0.67 $280,500 # Proposed Cash Flows 20os-1o 2a1o-~~ TotaF`$ 21 Eligible Costs (t.ine 10) $38,250 $382,500 $420,750 22 Total Costs (Linen) $38,250 $382,500 $420,750 23 Financial Assistance (Llnezo) $28,334 $252,166 $280,500 Page 43 of 61 RInClCntario REC Contribution Agreement for Infrastructure Projects SCHEDULE "I" BUDGET Rt347 Improvements to Garnet Rickard Recreation Complex R 1 I,i . yijii nii i{ii,"". ~ , Gllt~I,~IY ~~ { *r ,', i, ~~ , i ~.; N I Iii ,R 1 Design & Engineering Costs $50,000 2 Construction Costs $400,000 3 Project Management Costs $0 4 Other Eligible Costs (Show details below.) $0 5 $ 6 $ 7 $ 8 $ 9 i~ ~ ` Contingency Allowance (Maximum 10°/. of Eligible Costs) ,Su,~1#0 ''It~~, !F ~ ' "( wtfF =Lneg;1 t#r('ou~h 9 F, ;i eta ; t>> ~~iy,~, a r., ;oy fig, $45,000 c ~C?:~j,E~G~F+hii,~ :, #. ,•t ,,i :a "~i ~qy~~ 51 „4i.. ~, ~ 3» i, :ft" ~ ~~ ~ .i. v,~i:ii i +, 11F ~+o .,~ „n i i i ~„~~ k`` e ~ ~ ~i ~~ ~ irt, iyl~h .# sx =x.~ i. .4 ,i, li ..:,1 j ~ 11 $ 12 $ 13 $ 14 $ 15 1~j~` _ , ub~ tgi~~v ~rCo9t~ ( uirnof Linea.t1;p1~ ,,, h{'C~~i .,.. " ~ $ ' ~»»`!~~l hl~ i~.#~'~ ~,~" `{it' ~,,.'r Iti ,. ~ I f 66 ~~ ~Y'~1 I~'~I hi `~I 1t'' th ~ I ~r}n ' j .~ t~~.t ~ try', t ~ ~ qI `~) ~{ )i rv~I ~ 9iF3t»~r# $~/~( CI { 5'.3 ~ pFF© ~ ,4{ ~Ih,,~ ~~~I ' j(~Ij-. t~ i ~ ~ n e ~ I'~S~~' , • I~ li~~ ~I~i11F ~i ~~~i i~~Il ~t t 4'~k~3~~ ~ i~$~IT ~~~~'i l1 ~r tn~ ;{Gi je~~~~{~ ~'I~I »rft hl ~ i i ~ !o [~f i ~y } e e'In ~utTeA~' ` ~'`t} ~ ~ ,~ ~ i ,' i ~ Q~ ~, ~p ~, i~T, { y,~ ~ i aa# >~ , ; ~ t {, r i~ ~~ ~~i ,k~1~~i~ixl~.~ 1111 k Ir 3 1~~~ ~:~ ~4~ ' , , i ~ ., w; ~ ~ „ 18 Ontario-Maximum Financial Assistance 0.33 $165,000 19 Canada -Maximum Financial Assistance 0.33 $165,000 20 Ontario & Canada -Maximum Financial 0.67 $330,000 Assistance 18 + 19) # Pra Deed Sash Flows Zoos-o ' 2oto-tr TofaF$ 21 Eligible Costs (Line to) $45,000 $450,000 $495,000 22 Total Costs (Line 17) $45,000 $450,000 $495,000 23 Financial Assistance (Line zo) $30,000 $300,000 $330,000 Page 44 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE "J" PROJECT TIMELINE R1345 Replacement of Arena Floor at Darlington Sports Centre Project Construction Start Date: 2010-04-15 Anticipated Project End Date: 2010-06-30 '~ PF~4'1'~tEC~IdI~CES ,f~NES ~£ u~ 41 ~; ~~,~ TIME)_I. ~S . ~ ~ ~: 1. Issue Project Tender December 2009 2. Tender Award February 2010 3. Construction April -September 2010 4. Project Completion October 2010 5. Page 45 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE "J" PROJECT TIMELINE R1346 Improvements to Newcastle Memorial Arena Project Construction Start Date: 2010-05-01 Anticipated Project End Date: 2010-08-01 ~~ ,F a .:. ' I ~ P~OJ !L 51' ~ ~~ ~ ;~ t ~ s y 4 i . i ~:~ ~ ' n61i~I~~,' I~ i e, ,: it ~ •i'~.1~~ .STIES=~ ~. ,1 ., , I ~~, ~ 1V1~L,I~IES '.. (II +~ ~ (h~~ i.~ i i i ~ I ,. ~g ~~ . r c,i i,.. i iii 1. Issue Project Tender December 2009 2. Tender Award January 2010 3. Roof Construction April -May 2010 4. Refrigeration Plant Upgrade June -July 2010 5. Project Completion August 2010 Page 46 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects SCHEDULE "J" PROJECT TIMELINE R1347 Improvements to Garnet Rickard Recreation Complex Project Construction Start Date: 2010-05-01 Anticipated Project End Date: 2010-09-01 I+,'. ..I I ~ ~i a~~I~"4PR''1 CCTIi M"~ ©~i~~~~~ Uj~ili~ii"i~ i ~.i ~ ~'I ~~i ~, 'i~ Tl ~L,lNE 1~4; ,' , ; `~ >>. I~ ,i 1. Issue Project Tender February 2010 2. Tender Award March 2010 3. Construction April -August 2010 4. Project Completion September 2010 5. Page 47 of 61 RInClOntario REC Contribution Agreement for Infrastructure Projects SCHEDULE"K" OTHER FUNDING R1345 Replacement of Arena Floor at Darlington Sports Centre The Other Funds are as follows (to be completed for each Project listed in Schedule "B"): Source Amount Committed Amount Anticipated Total ($} Own Source: General Municipal Reserve Fund $132,000 $0 $132,000 $ $ $ $ $ $ Total Other Funds ~ $132,000 Page 48 of 61 RInC/Ontario REC Contribution ggreement for Infrastructure Projects SCHEDULE"K" OTHER FUNDING R1346 Improvements to Newcastle Memorial Arena The Other Funds are as follows (to be completed for each Project listed in Schedule "B"): Source Amount Committed $ Amount Anticipated $ Total ($) Own Source: General Municipal Reserve Fund $140,250 $0 $140,250 $ $ $ $ $ $ Total Other Funds -> $140,250 Page 49 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE"K" OTHER FUNDING R1347 Improvements to Garnet Rickard Recreation Complex The Other Funds are as follows {to be completed for each Project listed in Schedule "B"): Source Amount Amount Total Committed. Anticipated ($) $ $ Own Source: $100,000 $0 $100,000 Facilities/Parks Maintenance Reserve Fund Own Source: General $65,000 $0 $65,000. Municipal Reserve Fund. $ $ Total Other Funds -~ $165,000 Page 50 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE "L.1" ABORIGINAL CONSULTATION PROTOCOL 1.0 Definitions For the purposes of this Schedule "L.1", "Aboriginal Communities" includes the Indian, Inuit and the Metis peoples of Canada or any other group that has legally been recognized as holding Aboriginal or treaty rights under section 35 of the Constitution Acf, 1982. 2.0 Responsibilities of the Recipient 2.1 The Recipient shall immediately notify the Ministry: (i) of contact by any Aboriginal communities regarding the Project; or (ii) if any Aboriginal archaeological resources are discovered in the course of the Project, and in either case, the Ministry may direct the Recipient to take such actions, including without limitation suspension of the Project, as the Ministry may require. The Recipient shall comply with the Ministry's direction. 2.2 The Recipient shall provide in any contracts with third parties for the Recipient's right and ability to respond to direction from the Ministry as the Ministry may provide in accordance with section 2.1. Page 51 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE "L.2" ABORIGINAL CONSULTATION PROTOCOL 1.0 Purpose The purpose of this Aboriginal Consultation Protocol is to set out the responsibilities of the Ministry and the Recipient in relation to consultation with Aboriginal Communities on the Project, and to delegate procedural aspects of consultation from the Ministry to the Recipient. 1.1 Definitions For the purposes of this Schedule "L.2" "Aboriginal Communities' includes the Indian, Inuit and the Metis peoples of Canada or any other group that has legally been recognized as holding Aboriginal or treaty rights under section 35 of the Constitution Act, 1982. "S. 35 Duty" means any duty the Ministry may have to consult and, where appropriate, accommodate Aboriginal Communities in relation to the Project flowing from Section 35 of the Constitution Act, 1982. 2.0 Responsibilities of the Ministry 2.1 The Ministry is responsible for: (i) determining the Aboriginal Communities to be consulted in relation to the Project, if any, and advising the Recipient of same; (ii) the preliminary and ongoing assessment of the depth of consultation required with the Aboriginal Communities; (iii) at its discretion, delegating procedural aspects of consultation to the Recipient pursuant to this Agreement; (iv) directing the Recipient to take such actions, including without limitation suspension of the Project, as the Ministry may require; (v) 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 Agreement; and (vi) satisfying itself, where any Aboriginal or treaty rights and asserted rights of Aboriginal Communities require accommodation, that Aboriginal Communities are appropriately accommodated in relation to the Project . 3.0 Responsibilities of the Recipient 3.1 The Recipient hereby acknowledges that, for the purposes of any S. 35 Duty borne by the Ministry, the Recipient is the Ministry's- delegate and in this capacity is responsible for carrying Page 52 of 61 RInC/Ontario REC Contribution Agreement far Infrastructure Projects out the procedural aspects of consultation delegated to it by the Ministry pursuant to this Agreement. 3.2 The Recipient is responsible for: (i) giving notice to the Aboriginal Communities regarding the Project, if such notice has not already been given by the Recipient or the Ministry; (ii) informing the Aboriginal Communities about the Project and providing to the Aboriginal Communities a full description of the Project unless such description has been previously provided to them; (iii) following up with the Aboriginal Communities in an appropriate manner to ensure that Aboriginal Communities 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 Community; (iv) informing the Aboriginal Communities of the regulatory and approval processes that apply to the Project of which the Recipient is aware after reasonable inquiry; (v) maintaining the Aboriginal Communities on the Recipient's mailing lists of interested parties for environmental assessment and other purposes and providing to the Aboriginal Communities all notices and communications that the Recipient provides to interested parties and any notice of completion; (vi) making all reasonable efforts to build a positive relationship with the Aboriginal Communities in relation to the Project; (vii) providing the Aboriginal Communities with reasonable opportunities to meet with appropriate representatives of the Recipient and meeting with the Aboriginal Communities to discuss the Project; (viii) if appropriate, providing reasonable financial assistance to Aboriginal Communities to permit effective participation in consultation processes for the Project; (x) considering comments provided by the Aboriginal Communities 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 Community, or on other interests, or any other concerns or issues regarding the Project; (xi) answering any questions to the extent of the Recipient's ability and receiving comments from the Aboriginal Communities, notifying the Ministry of the nature of the questions or comments received and maintaining a chart showing the issues raised by the Aboriginal Communities and any responses the Recipient has provided; Page 53 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects (xii) where an Aboriginal Community asks questions regarding the Project directly of the Ministry, providing the Ministry with the information reasonably necessary to answer the inquiry, upon the Ministry's request; (xiii) subject to section 3.2 (xiv), where appropriate, discussing with the Aboriginal Communities potential accommodation, including mitigation of potential impacts on Aboriginal or treaty rights, asserted rights or associated interests regarding the Project and reporting to the Ministry any comments or questions from the Aboriginal Communities that relate to potential accommodation or mitigation of potential impacts; (xiv) consulting with the Ministry during all discussions with Aboriginal Communities regarding accommodation measures, if applicable, and presenting to the Ministry for the purposes of section 2.1 (v) hereof, the results of such discussions prior to implementing any applicable accommodation measures; and (xv) complying with the Ministry's direction to take any actions, including without limitation suspension of the Project, as the Ministry may require. 3.3 The Recipient hereby acknowledges that, notwithstanding Section 3.1 above, the Ministry, 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. 3.4 The Recipient will carry out the following functions in gelation to record keeping, information sharing and reporting to the Ministry: (i) provide to the Ministry, upon request, complete and accurate copies of all documents provided to the Aboriginal Communities in relation to the Project; (ii) keep reasonable business records of all its activities in relation to consultation and provide the Ministry with complete and accurate copies of such records upon request; (iii) provide the Ministry with timely notice of any Recipient mailings to, or Recipient meetings with, the representatives of any Aboriginal Community in relation to the Project; (iv) immediately notify the Ministry of any contact by any Aboriginal Communities regarding the Project and provide copies to the Ministry of any documentation received from Aboriginal Communities; (v) advise the Ministry 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; (vi) immediately notify the Ministry if any Aboriginal archaeological resources are discovered in the course of the Project; (vii) provide the Ministry with summary reports or briefings on all of its activities in relation Page 54 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects to consultation with Aboriginal Communities, as may be requested by the Ministry; and (viii) if applicable, advise the Ministry if the Recipient and an Aboriginal Community 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. 3.5 The Recipient shall, upon request lend assistance to the Ministry by filing records and other appropriate evidence of the activities undertaken both by the Ministry and by the Recipient in consulting with Aboriginal Communities 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 the Ministry and by the Recipient, to the relevant regulatoryorjudicial decision-makers. 4.0 No Implicit Acknowledgement 4.1 Nothing in this Agreement shall be construed as an admission, acknowledgment, agreement or concession by the Ministry or the Recipient, that a S. 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 S. 35 Duty, nor that a particular aspect of consultation referred to in Section 3.1 hereof is an aspect of the S. 35 Duty that could not have lawfully been delegated to the Recipient had the Parties so agreed. 5.0 General 5.1 This Agreement shall be construed consistently with but does not substitute for any requirements or procedures in relation to Aboriginal consultation or the S. 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 the Ministry is to promote coordination among provincial ministries, boards and agencies with roles in consulting with Aboriginal Communities 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 Communities, the Recipient, the Ministry, and provincial ministries, boards, agencies and other regulatory decision-makers. Page 55 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE"M" FORM OF CERTIFICATE Project Number: R1345 CERTIFICATE OF Municipality of Clarington RE: Recreational Infrastructure Canada Program in Ontario (RInC) and Ontario Recreational Program (Ontario REC) AND RE: Municipality of Clarington (the "Recipient"} Replacement of Arena Floor at Darlington Sports Centre AND RE: Funding agreement entered into between the Recipient and Her Majesty the Queen in Right of Ontario dated (the "Agreement") TO: Her Majesty the Queen in Right of Ontario The Recipient hereby certifies that: 1. It has fully and diligently reviewed the invoices included and summarized in the attached report (the "Invoices"). 2. All of the Invoices have been paid by the Recipient to third parties acting at arm's length. 3. Unless clearly specified in the attached report, afl of the Invoices meet the requirements of an Eligible Cost (as that term is defined and described in the Agreement). 4. All of the work related to the Invoices has been performed. 5. All of the work related to the Invoices was procured using a competitive process/tender if and as required by Sections 5.6, 5.7 and 5.8 of Schedule "A" to the Agreement. 6. As of the date hereof, the Recipient is in full compliance of its obligations pursuant to the Agreement. DATED the day of , Municipality of Clarington by: Name: Title: Page 56 of 61 RIn ClOntario REC Contribution Agreement for Infrastructure Projects SCHEDULE"M" FORM OF CERTIFICATE Project Number: R1346 CERTIFICATE OF Municipality of Clarington RE: Recreational Infrastructure Canada Program in Ontario (RInC) and Ontario Recreational Program (Ontario REC) AND RE: Municipality of Clarington (the "Recipient") Improvements to Newcastle Memorial Arena AND RE: Funding agreement entered into between the Recipient and Her Majesty the Queen in Right of Ontario dated (the "Agreement") TO: Her Majesty the Queen in Right of Ontario The Recipient hereby certifies that: 1. It has fully and diligently reviewed the invoices included and summarized in the attached report (the "Invoices"). 2. All of the Invoices have been paid by the Recipient to third parties acting at arm's length. 3. Unless clearly specified in the attached report, all of the Invoices meet the requirements of an Eligible Cost (as that term is defined and described in the Agreement). 4. All of the work related to the Invoices has been performed. 5. All of the work related to the Invoices was procured using a competitive process/tender if and as required by Sections 5.6, 5.7 and 5.8 of Schedule "A" to the Agreement. 6. As of the date hereof, the Recipient is in full compliance of its obligations pursuant to the Agreement. DATED the day of , Municipality of CI'arington by: Name: Title: Page 57 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE"M" FORM OF CERTIFICATE Project Number: R1347 CERTIFICATE OF Municipality of Clarington RE: Recreational Infrastructure Canada Program in Ontario (RInC) and Ontario Recreational Program (Ontario REC) AND RE: Municipality of Clarington (the "Recipient") Improvements to Garnet Rickard Recreation Complex AND RE: Funding agreement entered into between the Recipient and Her Majesty the Queen in Right of Ontario dated (the "Agreement") TO: Her Majesty the Queen in Right of Ontario The Recipient hereby certifies that: 1. It has fully and diligently reviewed the invoices included and summarized in the attached report (the "Invoices"). 2. All of the Invoices have been paid by the Recipient to third parties acting at arm's length. 3. Unless clearly specified in the attached report, all of the Invoices meet the requirements of an Eligible Cost (as that term is defined and described in the Agreement). 4. All of the work related to the Invoices has been performed. 5. All of the work related to the Invoices was procured using a competitive process/tender if and as required by Sections 5.6, 5.7 and 5.8 of Schedule "A" to the Agreement. 6. As of the date hereof, the Recipient is in full compliance of its obligations pursuant to the Agreement. DATED the day of , Municipality of Clarington by: Name: Title: Page 58 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects SCHEDULE"N" SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION Canada r~ ~r"'Ontario R1345 Replacement of Arena Floor at Darlington Sports Centre Recreational Infrastructure Fund (RInC) in Ontario and Ontario Recreational Program (Ontario REC) SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION In the matter of the Agreement entered into between, Her Majesty the Queen in right of Ontario, as represented by the Minister of Energy and Infrastructure and the Minister of Health Promotion, on 2009. I, a Registered (Engineer or Architect) in the Province of Ontario, do solemnly declare as follows: 1. That I am the (title, department, organization), and as such have knowledge of the matters set forth in this affidavit; 2. That the work identified as Project in the above-mentioned Agreement (has/has not) been substantially completed as described in Schedule A, dated on the day of 20 3. That the value (dollar amount) of substantially completed work on the Project, by March 31, 2011 is (dollars). 4. That the work: a. Was carried out by (prime contractor), between (start date) and date); b. was supervised and inspected by qualified staff; (completion c. conforms with the plans, specifications and other documentation for the work; and d. conforms with applicable environmental legislation, and appropriate mitigation measures have been implemented. Declared at 20 (Signature) (city), in the Province of Ontario this Name: Title: day of Witness Name: Title: Page 59 of 61 RInC/Ontario REC Contribution Agreement for Infrastructure Projects 1 SCHEDULE"N" SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION Carlad'a ~rr'Ontario R1346 Improvements to Newcastle Memorial Arena Recreational Infrastructure Fund (RInC) in Ontario and Ontario Recreational Program (Ontario REC) SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION In the matter of the Agreement entered into between, Her Majesty the Queen in right of Ontario, as represented by the Minister of Energy and Infrastructure and the Minister of Health Promotion, on 2009. I, a Registered _ of Ontario, do solemnly declare as follows: (Engineer or Architect) in the Province 1. That I am the (title, department, organization), and as such have knowledge of the matters set forth in this affidavit; 2. That the work identified as Project in the above-mentioned Agreement (has/has not) been substantially completed as described in Schedule A, dated on the day of 20_. 3. That the value (dollar amount) of substantially completed work on the Project, by March 31, 2011 is (dollars). 4. That the work: a. Was carried out by (prime contractor), between (start date) and date); b. was supervised and inspected by qualified staff; (completion c. conforms with the plans, specifications and other documentation for the work; and d. conforms with applicable environmental legislation, and appropriate mitigation measures have been implemented. Declared at (city), in the Province of Ontario this day of 20 (Signature) Name: Witness Name: Title: Title: Page 60 of 61 _~ RInC/Ontario REC Contribution Agreement for Infrastructure Projects . , SCHEDULE"N" SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION Canada r~ ~r"'Ontario R1347 Improvements to Garnet Rickard Recreation Complex Recreational Infrastructure Fund (RInC) in Ontario and Ontario Recreational Program (Ontario REC) SOLEMN DECLARATION OF SUBSTANTIAL COMPLETION In the matter of the Agreement entered into between, Her Majesty the Queen in right of Ontario, as represented by the Minister of Energy and Infrastructure and the Minister of Health Promotion, on 2009. I, a Registered _ of Ontario, do solemnly declare as follows: (Engineer or Architect) in the Province 1. That I am the (title, department, organization), and as such have knowledge of the matters set forth in this affidavit; 2. That the work identified as Project in the above-mentioned Agreement (has/has not) been substantially completed as described in Schedule A, dated on the day of 20 3. That the value (dollar amount) of substantially completed work on the Project, by March 31, 2011 is (dollars). 4. That the work: a. Was carried out by (prime contractor), between (start date) and date); b. was supervised and inspected by qualified staff; (completion c. conforms with the plans, specifications and other documentation for the work; and d. conforms with applicable environmental legislation, and appropriate mitigation measures have been implemented. Declared at 20 (Signature) Title: (city), in the Province of Ontario this day of Witness Name: Title: Page 61 of 61