2793-2009 Agreement with the Queen (Community Adjustment Fund, North Augusta Fire Station)
BEING A BY-LAW TO AUTHORIZE THE REEVE AND CAO TO EXECUTE AN AGREEMENT WITH HER MAJESTY THE QUEEN IN RIGHT OF CANADA AS REPRESENTED BY THE MINISTER OF INDUSTRY COMMUNITY ADJUSTMENT FUND (CAF)
Passed by Council October 13, 2009
CORPORATION OF THE TOWNSHIP OF AUGUSTA
BY-LAW NUMBER 2793
A BY-LAW TO AUTHORIZE THE REEVE AND CAO TO EXECUTE AN AGREEMENT
WITH HER MAJESTY THE QUEEN IN RIGHT OF CANADA
AS REPRESENTED BY THE MINISTER OF INDUSTRY
COMMUNITY ADJUSTMENT FUND (CAF)
WHEREAS the Municipal Act 2001, SO 2001, Chapter 25, Section 9 gives the
municipality the capacity, rights, powers and privileges of a natural person for the purpose
of exercising its authority under this Act;
AND WHEREAS the Municipal Act 2001, SO 2001, Chapter 25, Section 8(1) states that
the powers of a municipality shall be interpreted broadly so as to confer broad authority
on municipalities to govern their affairs as they consider appropriate and to enhance their
ability to respond to municipal issues;
AND WHEREAS the Municipal Act 2001, SO 2001, Chapter 25, Section 8(2) states that
in the event of ambiguity, the ambiguity shall be resolved so as to include, rather than
exclude, municipal powers that existed before the Municipal Act, 2001 came into force;
AND WHEREAS the Council of the Corporation of the Township of Augusta desires to
enter into an agreement with Her Majesty the Queen in Right of Canada as represented
by the Minister of Industry for funding under the Community Adjustment Fund (CAF).
NOW THEREFORE the Council of The Corporation of the Township of Augusta enacts as
follows:
1. The Reeve and CAO are hereby authorized to execute the Letter of Offer (the
agreement) attached hereto as Schedule “A”.
2. Schedule “A” attached hereto shall form part of this by-law.
READ a first and second time this 13th day of October, 2009.
READ a third time and passed this 13th day of October, 2009.
Signed by Reeve Mel Campbell and Clerk Linda Robinson
Project Number: 845—505239
October 29, 2009
Mr. Richard Bennett
Chief Administrative Officer/Clerk
The Corporation of the Township of Augusta
3560 County Road 26, R.R. 2
Prescott, ON KOE 1T0
Dear Mr. Bennett:
Re: The Corporation of the Township of Augusta
In response to your application dated June 09, 2009, Her Majesty the Queen in Right of
Canada (“Her Majesty”), as represented by the Minister of Industry (the “Minister”)
hereby offers to make a contribution under the Community Adjustment Fund (“CAF”) to
The Corporation of the Township of Augusta (the “Recipient”) (the Recipient and the
Minister collectively referred to as the “Parties” or individually as the “Party”) for the
purposes of the project described in Annex 1 (the “Project”), upon the following terms and
conditions:
1.0 The Agreement
1.1 This Agreement including Annex 1 — The Project — Statement of Work, Annex la —
Environmental Mitigation Measures, Annex 2 — News Release Summary, Annex 3 —
Costing Memorandum, Annex 4 (as provided for in subsection 7.1), Annex 5— Monthly
Report, and Annex 6 — Monthly Employment Report upon being duly executed by the
Recipient and the Minister, constitutes the entire agreement between the Parties pertaining
to the matters contemplated hereby (the “Agreement”) and supersedes all prior
agreements, documents, undertakings and negotiations, whether oral or written of the
Parties, related to its subject matter.
1.2 Duration of Agreement. This Agreement comes into force on the Date of Acceptance
and will terminate:
(a) twelve (12) months after the earlier of:
i) the completion of the Project to the satisfaction of the Minister; or
ii) the Completion Date.
(b) upon the date on which all amounts due by the Recipient to Her Majesty under this
Agreement, have been paid in full,
whichever is the latter, unless terminated earlier in accordance with the terms of this
Agreement.
1.3 Date of Acceptance. The date of acceptance shall be the date the duplicate copy of this
offer, duly executed by the Recipient, is received by the Minister (the “Date of
Acceptance”).
1.4 Survival. Notwithstanding the provisions of subsection 1.2 above, the rights and
obligations of the Parties set forth in the following sections, shall survive the expiry or
early termination of this Agreement, and shall remain in full force and effect:
Section 4 — Other Government Financial Support
Section 6 — Monitoring, Audit and Evaluation
Section 11 — Indemnification and Limitation of Liability
Section 12 — Default and Remedies
Section 14 — Project Assets
Section 16 — General
Subsection 16.11 — Dispute Resolution
The survival period shall lapse six (6) years after the expiry or early termination of this
Agreement.
1.5 Precedence. In the event of, and only to the extent of, any conflict or inconsistency
between the part of the Agreement that precedes the signatures of the Parties, and the
annexes that follow, the part of this Agreement that precedes the signatures of the Parties
shall apply. The order of precedence amongst the annexes of this Agreement will be:
Annex 1 — Statement of Work
Annex 1a — Environmental Assessment Act
Annex 3 — Costing Memorandum
Annex 2 — News Release Summary
Annex 4 — Recipient representation documents per subsection 7.1
Annex 5 — Monthly Report
Annex 6 — Monthly Employment Report
1.6 Headings. The headings used in this Agreement are inserted for convenience of reference
only and shall not affect its interpretation.
2.0 The Project
2.1 The Project commencement date is August 27, 2009 (the “Commencement Date”) and the
Recipient shall insure that the Project is completed to the Minister‘s satisfaction no later
than March 31, 2010 (“Completion Date”).
3.0 The Contribution
3.1 The Minister will make a non—repayable Contribution (the “Contribution”) to the Recipient
in respect of the Project in an amount not exceeding the lesser of:
(a) —100.00% of the eligible and supported costs outlined in Annex 1 (the “Eligible and
Supported Costs”) of $635,000.00 of the Project incurred and paid, and
(b) —$635,000.00
3.2 The Minister shall not contribute to any Eligible and Supported Costs incurred prior to
June 12, 2009 and later than March 31, 2010.
In no circumstances shall the Minister contribute to costs incurred after March 31, 2010.
The Minister shall not consider any requests to extend this Project and any underspending
cannot be carried forward to the next fiscal year.
3.3 Notwithstanding 3.2, in no event will the Minister pay more than ten percent {10%) of the
Contribution as set out under 3.1 towards Eligible and Supported Costs incurred by the
Recipient prior to the Commencement Date.
3.4 The Minister shall not contribute to any Eligible and Supported Costs incurred by the
Recipient that could cause the Contribution noted in subsection 3.1 above to exceed
$635,000.00 in the fiscal year ending March 31, 2010.
3.5 The Recipient shall use the Contribution solely and exclusively to support the Eligible and
Supported Costs of the Project as detailed in Annex 1 and shall carry out the Project in a
diligent and professional manner, using qualified personnel.
3.6 The Recipient shall be responsible for all costs of the Project, including cost overruns, if
any.
4.0 Other Government Financial Support
4.1 The Recipient hereby confirms that for purposes of this Project no other federal,
provincial, municipal or local government assistance, including tax credits, has been
requested or received.
4.2 The Recipient shall promptly inform the Minister in writing in the event additional other
government financial support has been requested or received during the term of this
Agreement, and acknowledges and agrees that an adjustment to the amount of the
Contribution and a request for repayment of part or all of the amounts paid to the Recipient
may be made as a result thereof. The amount of repayment requested will constitute a debt
due to Her Majesty and will be recovered as such from the Recipient.
4.3 In no instance will the total Canadian government funding towards the Eligible and
Supported Costs being supported under this Agreement be allowed to exceed one hundred
percent (100%) of the Eligible and Supported Costs under this Agreement.
5.0 Claims and Payments
5.1 The Recipient shall maintain accounting records that account for the Contribution paid to
the Recipient and related Project costs in respect of this Agreement separate and distinct
from any other funding.
5.2 Claims Procedures. The Recipient shall submit claims for reimbursement of Eligible and
Supported Costs incurred, not more frequently than monthly and not less frequently than
quarterly, in a form satisfactory to the Minister. Each claim will include the following
information:
(a) an itemized summary of Eligible and Supported Costs incurred;
(b) for each expense being claimed, a copy of the invoice rendered to the Recipient (or
if no invoice is available, the contract vendor‘s name and contact information, the
date(s) that goods and services were provided, and the date the contract vendor was
paid), if required by the Minister;
(c) a brief explanation of the claim;
(d) the most current Monthly Report (Annex 5), as outlined in Section 6.1;
(e) identification of any deferred payment amounts;
(f) a certification of the claim by an officer of the Recipient or other person satisfactory
to the Minister, confirming the accuracy of the claim and all supporting information
provided; and
(g) any other documentation in support of the claim as may be required by the Minister.
5.3 Advance Payments.
(a) Where the Minister is satisfied and has determined that the Recipient‘s cash flow
requirements justify the need for an advance against the Eligible and Supported
Costs payable under this Agreement, the Minister may, at his sole discretion, pay to
the Recipient advances based on submitted cash flow requirements for Eligible and
Supported Costs to be paid during Fiscal Year 2009—10 up to twenty—five percent
(25%) of the annual Contribution as specified under provision 3.1 a) with
subsequent advances provided upon receipt of satisfactory reporting on progress and
spending to date and the following procedures:
i) The Recipient shall submit to the Minister‘s satisfaction, a forecast of cash
flow requirements to be incurred during the first advance period along with
any documentation that the Minister may reasonably request.
ii) The Recipient shall account for the use of any advances within one hundred
and twenty (120) calendar days of the beginning of the advance period.
iii) Should subsequent advances be requested, the Minister may make additional
advances provided that the Recipient shall follow the same process as outlined
under i) and if above and has supplied the following information to the
Minister‘s satisfaction:
(1) A statement of the Eligible and Supported Costs incurred during the
previous advance period, or any other advance period, certified by a
financial officer or other representative of the Recipient; and
(2) Submitted at least six (6) weeks before the start of the next advance.
iv) If the amount of the advance exceeds the amount of Eligible and Supported
Costs incurred during the previous advance period, the Minister shall deduct
the excess amount and any interest earned from any other payment under this
Agreement.
5.4 Final Claim Procedures.
(a) In addition to the requirements set out in subsection 5.2 Claims Procedures, the
Recipient‘s final claim pertaining to the final reimbursement of any Eligible and
Supported Costs previously claimed or not; and/or the reconciliation of any
outstanding advances, shall be signed by an authorized officer of the Recipient, or
such other representative of the Recipient satisfactory to the Minister, and
accompanied by the following, in a form satisfactory to the Minister in scope and
detail:
(i) a final itemized statement of all Eligible and Supported Costs incurred and
paid by the Recipient;
(ii) a final statement of total Project costs;
(iii} the final Monthly Employment Report as outlined in section 6.3;
(iv) a statement of the total government assistance (federal, provincial and
municipal assistance) towards the eligible costs supported in the Agreement
received or requested;
(v) a final report on the Project in the form provided or a form similar to Annex 5;
(vi) an attestation confirming the Recipient‘s compliance with the terms and
conditions of the Agreement; and
(vii) an attestation confirming that it is the final claim for payment and as such, it
includes all final Eligible and Supported Costs submitted for payment.
b) The Recipient shall submit the final claim for reimbursement of Eligible and
Supported Costs to the satisfaction of the Minister no later than three (3) months
after the Completion Date but in any event no later than June 30, 2010. The
Minister shall have no obligation to pay any claims submitted after this date.
5.5 Payment Procedures.
(a) The Minister shall review and approve the documentation submitted by the
Recipient following the receipt of the Recipient‘s claim, or will notify the Recipient
of any deficiency in the documentation submitted which deficiency the Recipient
shall immediately take action to address and rectify.
(b) Subject to the maximum Contribution amounts set forth in subsections 3.1 and 3.4
and all other conditions in this Agreement, the Minister shall pay to the Recipient
the Minister‘s portion of the Eligible and Supported Costs set forth in the
Recipient‘s claim in accordance with the Minister‘s customary payment practices.
(c) The Minister may request at any time that the Recipient provides satisfactory
evidence to demonstrate that all Eligible and Supported Costs claimed have been
paid.
(d) The Minister may require that any claim submitted for payment of the Contribution
be certified by the Recipient‘s external auditor or by an auditor approved by the
Minister.
5.6 Holdbacks. Notwithstanding any other provision of this Agreement, the Minister may, at
the Minister‘s sole discretion, withhold up to ten percent (10%) of the Contribution amount
until:
(a) the Project is completed to the satisfaction of the Minister;
(b) the final report has been submitted to the satisfaction of the Minister;
(c) audits, where required by the Minister have been completed to the satisfaction of the
Minister; and
(d) the Minister has approved the final claim described in subsection 5.4.
5.7 Overpayment or non—entitlement. Where for any reason the Recipient is not entitled to
all or part of the Contribution or the amount paid to the Recipient exceeds the amount to
which the Recipient is entitled, the Contribution or the amount in excess, as the case may
be, shall constitute a debt due to Her Majesty and shall be recovered as such from the
Recipient. The Recipient shall repay the Minister promptly and in any case no later than
thirty (30) calendar days from the date of the Minister‘s notice, the amount of the
Contribution disbursed or the amount of the overpayment, as the case may be, together
with interest in accordance with the Interest and Administrative Charges Regulations, in
effect on the due date, plus three percent (3%) compounded monthly on overdue balances
payable, from the date of the notice, until payment is received by the Minister.
5.8 Sharing Ratios. If the Minister makes individual payments that represent higher sharing
ratios than those authorized for the total Contribution, in no event shall the overall sharing
ratio calculated on the total Eligible and Supported Costs of the Project exceed the
maximum authorized sharing ratios as provided in subsection 3.1 a).
6.0 Monitoring, Audit and Evaluation
6.1 Monthly Report. The Recipient shall submit to the Minister monthly progress reports and
a final report, (“Monthly Report”) substantially in the form of Annex 5 hereto, as provided
in section 5.2, satisfactory to the Minister in scope and detail. These reports shall include,
for capital projects only, a pictorial record of the progress, dated and time stamped,
available in electronic format. A Report of a particular month must be submitted by the
tenth (10″) day of the following month.
6.2 The Monthly Report referred to in subsection 6.1 shall contain information sufficient to
allow the Minister to assess the progress of the Project, including for example, a
description of work completed to date; a percentage of completion report signed—off by the
managing architect or engineer (where applicable); photos that demonstrate the progress of
the Project (where applicable}; and a report on implementation of environmental
mitigation measures (where applicable). Upon request of the Minister and at no cost to
him, the Recipient will promptly elaborate upon any Monthly Report submitted.
6.3 Monthly Employment Report. The Recipient shall submit a Monthly Employment
Report in the form of Annex 6, satisfactory to the Minister in scope and detail.
The Recipient shall submit the Monthly Employment Reports of a particular month by the
tenth (10‘”) day of the following month.
6.4 The Minister may request that the Recipient submit to the Minister a copy of the
Recipient‘s financial statements, within one hundred and twenty (120) calendar days of the
Recipient‘s fiscal year end or within such longer period as may be authorized by the
Minister.
6.5 The Recipient shall provide to the Minister a copy of any report or publication produced as
a result of this Agreement, whether interim or final, as soon as the same becomes
available.
6.6 The Recipient shall for the term of this Agreement and for a period of six (6) years after
the expiry or early termination of this Agreement, at its own expense:
(a) preserve and make available for audit and examination by the Minister‘s
representatives, proper books, accounts and records of the costs of the Project,
wherever such books, and records may be located, and permit any authorized
representative of the Minister to conduct such independent audits and evaluations as
the Minister in his discretion may require;
(b) permit any authorized representatives of the Minister reasonable access to the
Recipient‘s premises and documents to inspect and assess the progress and results of
the Project;
(c) supply promptly, on request, such other data in respect of the Project and their
results as the Minister may require for purposes of this Agreement and for statistical
purposes.
6.7 The Minister shall have the right, at his own expense, and as and when he determines
necessary, to perform audits of the Recipient‘s books, accounts, records, financial
statements and claims for reimbursement of Eligible and Supported Costs, and the
Recipient‘s administrative, financial and claim certification processes and procedures, for
the purposes of verifying the costs of the Project, validating claims for reimbursement of
Eligible and Supported Costs, ensuring compliance with the terms of this Agreement, and
confirming amounts repayable to the Minister under the provisions ofthis Agreement.
6.8 Any audits performed hereunder will be carried out by auditors selected by the Minister,
which may include any of the following: Department of Industry officials, an independent
auditing firm, and the Recipient‘s external auditors. The Minister will provide the
Recipient with a description of the scope and criteria of the audit and the expected time
frames for completion of the audit and public release of the related reports.
6.9 Auditor General of Canada. The Recipient acknowledges that the Auditor General of
Canada may, at the Auditor General‘s cost, after consultation with the Recipient, conduct
an inquiry under the authority of subsection 7.1(1) of the Auditor General Act in relation to
any funding agreement (as defined in subsection 42.(4) of the Financial Administration
Act) with respect to the use of funds received.
For purposes of any such inquiry undertaken by the Auditor General, the Recipient shall
provide, upon request and in a timely manner, to the Auditor General or anyone acting on
behalf of the Auditor General:
(a) all records held by the Recipient, or by agents or contractors of the Recipient
relating to this Agreement and the use of the Contribution; and
(b)such further information and explanations as the Auditor General, or anyone acting
on behalf of the Auditor General, may request relating to this Agreement and/or the
Contribution.
7.0 Representations
The Recipient represents, warrants and covenants that:
(a) it is a municipal government and is in good standing under the laws of Ontario, and
has the power and authority to carry on its business, to hold its property and to enter
into this Agreement and it has the power and authority, and has met all legal
requirements, necessary to carry on business, hold property, and to enter into,
deliver and perform this Agreement. The Recipient warrants that it shall remain as
such for the duration of this Agreement;
(b) the execution, delivery and performance of this Agreement have been duly and
validly authorized by the necessary corporate actions of the Recipient and when
executed and delivered by the Recipient, this Agreement constitutes a legal, valid
and binding obligation of the Recipient enforceable in accordance with its terms.
The relevant resolutions that authorize the same are attached to this Agreement by
the Recipient as Annex 4;
(c) it has acquired general liability insurance and property damage insurance, evidence
of which must be included with the first Monthly Report, that is consistent with the
level of risk exposure associated with the Project, as described in the Annex 1 —
Project Statement of Work and will maintain such from the Commencement Date to
the Project Completion Date.
(d) the signatories to this Agreement, on behalf of the Recipient, have been duly
authorized to execute and deliver this Agreement;
(e) this Agreement constitutes a legally binding obligation of the Recipient, enforceable
against it in accordance with its terms, subject as to enforcement of remedies to
applicable bankruptcy, insolvency, reorganization and other laws affecting generally
the enforcement of the rights of creditors and subject to a court‘s discretionary
authority with respect to the granting of a decree ordering specific performance or
other equitable remedies;
(f) the execution and delivery of this Agreement and the performance by the Recipient
of its obligations hereunder will not, with or without the giving of notice or the
passage of time or both:
i. violate the provisions of the Recipient‘s by—laws, any other corporate
governance document subscribed to by the Recipient or any resolution of the
Recipient;
ii. violate any judgment, decree, order or award of any court, government agency,
regulatory authority or arbitrator; or
iii. conflict with or result in the breach or termination of any material term or
provision of, or constitute a default under, or cause any acceleration under, any
license, permit, concession, franchise, indenture, mortgage, lease, equipment
lease, contract, permit, deed of trust or any other instrument or agreement by
which it is bound.
(g) there are no actions, suits, investigations or other proceedings pending or, to the
knowledge of the Recipient, threatened and there is no order, judgment or decree of
any court or governmental agency which could materially and adversely affect the
Recipient‘s ability to carry out the activities contemplated by this Agreement.
8.0 Federal Visibility Requirements
8.1 The Recipient agrees that its name, the amount of the Contribution and a description of the
general nature of the activities supported under this Agreement may be made publicly
available by the Minister.
8.2 In order to promote the support received from the Government of Canada, and to raise
awareness of the CAF as part of Canada‘s Economic Action Plan (EAP), the Recipient
agrees to the following requirements, to be implemented at the discretion of the Minister:
(a) Coordinate and participate in a public announcement of the Agreement by the
Minister or his designated representatives in the form of an event and/or news
release as provided by the Minister. The Recipient shall maintain the confidentiality
of this Agreement until such public announcement;
(b) Prominently display at the Project site in a manner prescribed by the Minister,
promotional material or signage to be provided by the Minister, communicating the
nature of the funded activities and/or the involvement of the Government of Canada;
(c) Invite the Minister or his designated representatives to public/media events related
to achievements or initiatives taken by the Recipient and acknowledge the role of
the Government of Canada on these occasions;
(d) Follow the Government of Canada protocol, as provided by the Minister, during
public/media events involving the Recipient;
(e) When providing information on the products and services funded in whole or in part
by this Agreement (including financial assistance for an enterprise or organization},
specify that the financial assistance is made possible through a Contribution from
the Government of Canada; and
(f) Include the appropriate Government of Canada wordmark in all publications and
advertising describing or promoting the products and services funded in whole or in
part by this Agreement, including, but not limited to, electronic media (web,
television, video), and print media (signs, print advertising, brochures, magazines,
maps, posters).
The Minister may, by notice in writing given to the Recipient, require that recognition of
the support provided by the Minister not be made in any public communication of the
Recipient.
9.0 Official Languages
9.1 The Recipient in completing the Project will not be providing services to or
communicating with members of an official languages minority community. Should there
be a change in circumstances such that the Recipient will be providing services to and
communicating with an official languages minority community, the Recipient agrees to
comply with the requirements of the Official Languages Act, from that date forward.
10.0 Environmental and Other Requirements
10.1 The Minister has determined that the Project is a “project” as defined by the Canadian
Environmental Assessment Act, therefore the Contribution is conditional upon the
Recipient successfully implementing the mitigation measures from the environmental
assessment process, as identified in Annex la, ENVIRONMENTAL MITIGATION
MEASURES, within the time frames specified therein satisfactory in scope and detail to
the Minister, and certifies the Minister that it has done so.
10.2 The Recipient shall comply with all federal, provincial, territorial, municipal and other
applicable laws governing the Recipient or the Project, or both, including but not limited
to, statutes, regulations, by—laws, rules, ordinances and decrees, This includes legal
requirements and regulations relating to environmental protection.
10.3 The Recipient will provide the Minister with reasonable access to any Project site for the
purpose of ensuring that the terms and conditions of any environmental approval are met,
and that any required mitigation measures, monitoring or program follow up have been
carried out to the satisfaction of the Minister.
10.4 If a change that would trigger a re—assessment of the Project under the Canadian
Environmental Assessment Act is proposed for, or made to, the Project, the Parties agree
that despite any other provision in this Agreement, the Minister‘s obligations under this
Agreement will be suspended until a federal environmental assessment is completed and
the updated mitigation measures being implemented as the case may be, are unlikely to
result in any significant adverse environmental effects.
10.5 Aboriginal consultation. The Recipient acknowledges that the Minister‘s obligation to
pay the Contribution is conditional upon Her Majesty satisfying any obligation that Her
Majesty may have to consult with or to accommodate any Aboriginal groups that may be
affected by the terms of this Agreement.
11.0 Indemnification and Limitation of Liability
11.1 The Recipient shall at all times indemnify and save harmless the Minister, his officials,
employees and agents, from and against all claims and demands, losses, costs, damages,
actions, suits or other proceedings (including, without limitation, those relating to injury to
persons, damage to or loss or destruction of property, economic loss or infringement of
rights) by whomscever brought or prosecuted, or threatened to be brought or prosecuted,
in any manner based upon, caused by, or arising directly or indirectly from:
(a) the Project, its operation, conduct or any other aspect thereof;
(b) the performance or non performance of this Agreement, or the breach or failure to
comply with any term, condition, representation or warranty of this Agreement, by
the Recipient, its officers, employees and agents, or by a third party or its officers,
employees, or agents; or,
(c) any omission or other wilful or negligent act or delay of the Recipient or third party
and their respective 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 wilful or negligent act or omission of
an official, employee, or agent of the Minister in the performance of his or her
duties.
11.2 The Minister shall have no liability under this Agreement except for payments of the
Contribution in accordance with the provisions of this Agreement. Without limiting the
foregoing, the Minister shall not be liable for any direct, indirect, special or consequential
damages, or damages for loss of revenues or profits of the Recipient.
12.0 Default and Remedies
12.1 Event of Default. The Minister may declare that an event of default has occurred if:
(a) the Project is not completed to the Minister‘s satisfaction by March 31, 2010;
(b) the Recipient makes a materially false or misleading statement concerning support
by the Minister in any internal and/or public communication, other than in good
faith;
(c) the Recipient becomes bankrupt or insolvent, goes into receivership, or takes the
benefit of any statute from time to time in force relating to bankrupt or insolvent
debtors;
(d) the Recipient has made an order or passed a resolution for the winding up of the
Recipient, or the Recipient is dissolved;
(e) the Recipient has, in the opinion of the Minister, ceased to operate or has sold all or
substantially all its assets;
(f) the Project is carried out at locations other than those mentioned in the Statement of
Work;
(g) the Recipient has submitted false or misleading information, or has made a false or
misleading representation to the Minister or in this Agreement;
(h) —the Recipient has not, in the opinion of the Minister, met or satisfied a term or
condition of this Agreement;
(i) the Recipient is not eligible or is otherwise not entitled to the Contribution; and/or,
(j) the Recipient has not complied with the audit and evaluation requirements specified
in this Agreement.
12.2 Notice and Rectification Period. The Minister may make a declaration of default by
providing written notice to the Recipient of the condition or event which, in the Minister‘s
opinion, constitutes an event of default under subsection 12.1. Except in the circumstances
described in subsections (c) and (d) of section 12.1, the Minister may, in his discretion,
advise the Recipient of the condition or event, and allow the Recipient a period of fifteen
(15) calendar days, or such other time as the Minister may in his sole discretion decide, to
correct the condition or event complained of, or to demonstrate to the satisfaction of the
Minister that it bas taken the necessary steps to correct the condition, failing which the
Minister may immediately declare that an event of default has occurred. Notification by
the Recipient of rectification shall be made in writing within the period of fifteen (15)
calendar days or such other time as the Minister decided.
12.3 Remedies. If the Minister declares that an event of default has occurred, the Minister may
immediately exercise any one or more of the following remedies:
(a) terminate any obligation by the Minister to make any payment under this
Agreement, including any obligation to pay an amount owing prior to such
termination;
(b) suspend any obligation by the Minister to make any payment under this Agreement,
including any obligation to pay an amount owing prior to such suspension;
(c) require the Recipient to repay forthwith to the Minister all or part of the
Contribution; and
(d) exercise any other remedy available to the Minister at law.
13.0 Notice
13.1 Any notice, information or document required under this Agreement shall be effectively
given if delivered or sent by letter or facsimile (postage or other charges prepaid). Any
notice that is delivered shall be deemed to have been received on delivery; any notice sent
by facsimile shall be deemed to have been received one (1) working day after being sent,
any notice that is mailed shall be deemed to have been received eight (8) calendar days
after being mailed.
13.2 Any notice or correspondence to the Minister shall be addressed to:
Federal Economic Development Agency for Southern Ontario
151 Yonge Street, 3 Floor
Toronto, ON MSC 2W7
Attention: Community Adjustment Fund
or to such other address as is designated by the Minister in writing.
13.3 Any notice or correspondence to the Recipient shall be sent to the address indicated on the
face of the present Agreement.
13.4 Each of the Parties may change the address which they have stipulated in this Agreement
by notifying in writing the other party of the new address, and such change shall be
deemed to take effect fifteen (15) calendar days after receipt of such notice.
14.0 Project Assets
(a) The Recipient shall retain title to, and ownership of, the capital assets, the cost of
which has been contributed to by the Minister under this Agreement (the “Project
Assets”) for a minimum of six (6) years after the expiry or early 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 the prior written
authorization of the Minister. As a condition of such consent, the Minister may
require the Recipient to repay the Minister the whole or any part of the Contribution
paid to the Recipient hereunder;
(b) The Recipient shall acquire and maintain on the Project Assets for a minimum of six
(6) years after the expiry or early termination of this Agreement, property damage
insurance that is consistent with the level of risk exposure associated with the Project.
15.0 Miscellaneous
15.1 The Recipient represents and warrants that no member of the House of Commons and
Senate of Canada shall be admitted to any share or part of this Agreement or to any benefit
arising from it, that are not otherwise available to the general public.
15.2 The Recipient confirms that no current or former public servant or public office holder to
whom the Values and Ethics Code for the Public Service or the Conflict of Interest Act
applies shall derive direct benefit from the Agreement, including any employment,
payments or gifts, unless the provision or receipt of such benefits is in compliance with
such codes and legislation. Where the Recipient employs or has a major shareholder who
is either a current or former (in the last twelve (12) months) public office holder or public
servant in the federal government, the Recipient shall demonstrate compliance with these
codes and legislation.
15.3 The Recipient represents and warrants that:
(a) any person who, for consideration, directly or indirectly, communicated with or
arranged a meeting with a 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, as amended from time to time;
(b) 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 a public office holder, will be in compliance with all
requirements of the Lobbying Act;
(c) at all relevant times it has been, is and will continue to remain in compliance with
the Lobbying Act;
(d) it has not, nor has any person on its behalf, paid or provided or agreed 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 a public office
holder; and
(e) 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 official or employee of Her Majesty.
15.4 The Recipient acknowledges that the representations and warranties in this section are
fundamental terms of this Agreement. In the event of a breach of these, the Minister may
exercise the remedies provided under subsection 12.3.
16.0 General
16.1 Any amount owed to the Minister under this Agreement shall constitute a debt due to Her
Majesty and shall be recoverable as such. The Recipient agrees to make payment of any
such debt forthwith on demand.
16.2 Debts due to Her Majesty will accrue interest in accordance with the Interest and
Administrative Charges Regulations, in effect on the due date, plus three percent (3%) per
annum compounded monthly on overdue balances payable, from the date on which the
payment is due, until payment in full is received by the Minister. Any such amount is a
debt due to Her Majesty and is recoverable as such.
16.3 Any debt due to Her Majesty by the Recipient may be offset against any amounts payable
by Her Majesty to the Recipient. The Minister may set off against the Contribution, any
amounts owed by the Recipient to Her Majesty under legislation or contribution
agreements and the Recipient shall declare to the Minister all amounts outstanding in that
regard when making any claim under this Agreement.
16.4 Neither this Agreement nor any part thereof shall be assigned by the Recipient without the
prior written consent of the Minister.
16.5 Payment by the Minister of amounts due under this Agreement shall be conditional on
there being a legislated appropriation for the fiscal year of the Government in which the
payment is due. The Minister shall have the right to terminate or reduce the Contribution
in the event that the amount of the appropriation is reduced or denied by Parliament. In
the event that any portion of the Contribution has been paid to the Recipient and the
legislated appropriation for the fiscal year of the Government in which such payment is
made is not obtained, the Minister shall have the right to recover the amount so paid from
the Recipient.
16.6 This Agreement is binding upon the Recipient, its successors and permitted assigns.
16.7 Subject to the Access to Information Act (Canada), to the Library and Archives Act of
Canada, to section 8.0 of this Agreement and to Annex 2, the Parties shall keep
confidential and shall not disclose the contents of this Agreement or the transactions
contemplated hereby without the consent of all Parties.
16.8 Notwithstanding subsection 16.7, the Recipient waives any confidentiality rights to the
extent such rights would impede Her Majesty from fulfilling its notification obligations to
the World Trade Organization under Article 25 of the Agreement on Subsidies and
Countervailing Measures.
16.9 This Agreement shall be subject to and construed in accordance with the laws of Canada
and of Ontario.
16.10 In the event that the Minister is prevented from disbursing the full amount of the
Contribution toward Eligible and Supported Costs incurred prior to March 31, 2010, the
Parties agree to review the effects of such a shortfall in the Contribution on the
implementation of the Agreement and to adjust, as appropriate, the mutual obligations
specified therein.
16.11 If a dispute arises concerning the application or interpretation of this Agreement, the
Parties shall attempt to resolve the matter through good faith negotiation, and may, if
necessary and the Parties consent in writing, resolve the matter through mediation or by
arbitration by a mutually acceptable mediator or arbitration in accordance with the
Commercial Arbitration Code set out in the schedule to the Commercial Arbitration Act
(Canada), and all regulations made pursuant to that Act.
16.12 No amendment to this Agreement shall be effective unless it is made in writing and signed
by the Parties hereto.
16.13 No provision of this Agreement or action by the Parties will establish or be deemed to
establish any partnership, joint venture, principal—agent or employer—employee relationship
in any way, or for any purpose, between the Minister and the Recipient, or between the
Minister and a third party. Nothing in this Agreement shall be construed as authorizing
either Party, or any third party, to contract for, incur any obligation on behalf of, or act as
agent for a Party to this Agreement.
16.14 Any tolerance or indulgence demonstrated by one Party to the other, or any partial or
limited exercise of rights conferred on a Party, shall not constitute a waiver of rights, and
unless expressly waived in writing both Parties shall be entitled to exercise any right and
to seek any remedy available under this Agreement or otherwise at law. Either Party may,
by notice in writing, waive any of its rights under this Agreement.
16.15 Title to any intellectual property created solely by the Recipient as part of or in respect of
the Project will vest with the Recipient or will be determined by applicable Canadian law,
provided that the Minister shall be given the right to the use of any of such intellectual
property (e.g. brochures, awareness, packages, etc.) for any governmental purposes.
16.16 All reports and other information that the Minister collects, manages or has a right to
receive or produce in accordance with this Agreement, or that the Recipient collects,
creates, manages and shares with the Minister, shall be deemed to be “Canada
Information”. The Minister shall have the right, subject to the provisions of the Access to
Information Act, to release to the public, table before Parliament, or publish by any means,
any Canada Information, including such excerpts or summaries of the Canada Information
as he may, from time to time, decide to make.
16.17 Competitive process. The Recipient shall acquire and manage all equipment, services
and supplies required for the Project through a transparent, competitive process that
ensures the best value for funds expended. Municipalities must follow their established
procurement protocol as directed by the Municipal Act. 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, copies of which will be provided to
the Minister. A contract for these must be awarded to the lowest qualified bidder or,
where the bid price is not the sole specified selection criterion, the highest ranked bidder.
16.18 No conflict of interest. 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 Minister)
with the provision of services under this Agreement. 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.
16.19 Disclose potential conflict of interest. The Recipient shall disclose to the Minister
without delay any actual or potential situation that may be reasonably interpreted as either
a conflict of interest or a potential conflict of interest.
This offer is open for acceptance for thirty (30) calendar days from the date that appears on
its face after which time it will become null and void.
If further information is required, please contact Mr. Rick Saul at (416) 952—7119.
Yours truly,
David Elgie, Director
Community Adjustment Fund
Signed by Reeve Mel Campbell and CAO Richard Bennett for the Township of Augusta on November 3, 2009.
Annex 1 (2 Pages)
THE PROJECT — STATEMENT OF WORK
COMMUNITY ADJUSTMENT FUND
Recipient: The Corporation of the Township of Augusta
Project No.: §45—505239
Project Location: North Augusta, Township of Augusta, Ontario
Timing: Project to commence on 27/08/2009 and be completed on or before
31/03/2010.
Purpose / Objectives / Activities of the Project
Purpose: The North Augusta Fire Hall renovation and expansion project improves
essential emergency and community services in public health and safety in the
Township of Augusta.
Objectives: It meets the objectives of the township‘s official plan for fire and
emergency response, creates an energy efficient structure, and meets the expected
response time guidelines. Large lay—offs from the sole local manufacturing plant
coincides with the creation of many immediate construction jobs through this project,
thus fostering economic development. The project is being accelerated into the current
year.
Activities:
a) Engineering firm authorized 15/06/09
b) Contractors authorized 08/07/709
c) Canteen demolition 15/11/09
d) Excavation 15/11/09
e) Hook up new well 15/11/09
f}) Footings 15/11/09
g) Office demolition/washrooms 15/11/09
h) Structural steel 31/12/09
i) Foundation walls 31/12/09
j) Front and side parking lots 31/12/09
k) Framing addition 31/12/09
1) Underground plumbing 31/12/09
m) Demolition old roof systems 31/12/09
n) Roof trusses 31/12/09
0) Masonry 31/12/09
p) Relocate ball diamond 31/12/09
q) Frame new office/washrooms 31/12/09
r) Metal roofing 31/12/09
s) Relocate and construct canteen 31/12/09
t) Purchase and install canteen appliances 31/12/09
uy Supply and install ball diamond lights 31/12/09
v} Supply and install play structure and surfacing 31/12/09
w) Supply and install backstop and fencing 31/12/09
x) Concrete floor 31/12/09
y) Rough in electrical 31/01/10
z) Rough in HVAC 31/01/10
aa) Rough in plumbing 31/01/10
bb) Overhead doors 31/01/10
cc) Supply and install solar panels 31/01/10
dd) Interior walls/ceiling finishes 28/02/10
ee) Cupboards 28/02/10
ff) Lockers 28/02/10
gg) Finish HVAC 28/02/10
hh) Flooring finishes 28/02/10
ii) Plumbing fixtures 28/02/10
jj) Paint finishes 28/02/10
kk) Electrical finishes 28/02/10
ll) Supply and install generator 28/02/10
Expected Results of the Project
This project will lead to a better equipped fire and emergency team working in a
modern facility, to meet the needs of a widely scattered community. It positively
promotes resident retention in light of the economic downturn.
Number of Jobs created: 6.8
Long term benefits of the project.
Economic development is fostered with the creation of immediate job opportunities.
The revitalization of the Fire Hall improves an essential infrastructure in public health
and safety. Environmental benefits inlcude diminished green house emissions due to
insulated doors, interior insulation and energy efficient lighting systems. Additional
benefits are accessibility within the Fire Hall, and community development through the
relocation of recreational facilities. This provides residents with increased opportunity
towards physical, social, and mental benefits. The expanded Fire Hall represents
prosperity, growth and a vision for the future.
Program and Financing:
Project Costs:
Eligible and Supported Costs
Construction $600,000
Equipment $0
Professional Fees $35,000
Materials and Supplies $0
Permits
Other
Other
Other
Other
Total Eligible and $635,000
Supported Costs
Ineligible Costs $0
Total Project Costs $635,000
Project Financing:
CAF $635,000
Provincial $0
Federal $0
Municipal $0
Applicant Cash $0
Total Project Financing $635,000
Please Note:
1) Eligible and Supported Costs include the amount of federal goods and services tax,
(GST), net of any refund or eligible credits due from the Canada Revenue Agency.
2) The Recipient shall not redirect funding between cost categories, without written
consent of the Minister
Annex la
ENVIRONMENTAL MITIGATION MEASURES
Recipient: The Corporation of the Township of Augusta
Project Number: 845—505239
Project Location: Augusta, Ontario
Timing: Project commencement date is August 27, 2009 and project to be
completed on or before March 31, 2010.
To be completed if: The Minister has determined that the Project is a “project” as defined
by the Canadian Environmental Assessment Act, therefore the Contribution is conditional
upon the Recipient successfully implementing the mitigation measures from the
environmental assessment, as identified below, satisfactory in scope and detail to the
Minister.
Further to subsection 10.1, the Recipient agrees to successfully implement the following
mitigation measures:
Environmental Mitigation Measure
Responsibility for control of dust have been
incorporated in the contract package to ensure
dust suppressants (water or calcium chloride)
will be used to combat dust, where appropriate
Complaints regarding dust created by
construction activities shall be evaluated and
appropriate measures taken to address the
complaint (as reasonable and feasible) by the
Contractor.
Contractor shall adhere to general noise ‘control
measure .
Equipment is maintained in an operating
condition that prevents unnecessary noise.
Night—time construction will not be permitted
Standard temporary erosion and sedimentation
control measures have been incorporated in the
contract package
During construction, the Contract Administrator
shall be responsible for monitoring the
Contractor‘s operations on a day—to—day basis to
ensure compliance with Contract environmental
requirements. activities related
Operating, refuelling and maintenance of
construction equipment and the handling and
storage oftoxic materials (e.g., fuel, Iubricants,
form oils, paints, wood preservative, and other
chemicals) activities must be carried out in such
a way as to avoid contamination of soils,
groundwater and surface waters
Contractor will ensure that the new water well
will not be impacted by construction activities.
The water well will be monitored during
construction to ensure no negative impact to
well occurred.
Sediment and erosion control measures shall be
implemented prior to any construction and
maintained throughout the work to prevent
entry of sediment into the water.
Annex 2
NEWS RELEASE SUMMARY
COMMUNITY ADJUSTMENT FUND
Project Number: §45—505239
Name & Address of Recipient:
The Corporation of the Township of Augusta
3560 County Road 26, R.R.2
Prescott, ON K0E 1T0
Recipient Contact:
Richard Bennett, Chief Administrative Officer/Clerk
Ph: (613) 925-4231
Project Location: Augusta, Ontario
Project Type: Implementation
Supported Sector: Public Administration
Strategic Objective: Community Economic Infrastructure
Project Description:
Renovate and expand a firehall, including an adjacent baseball diamond and canteen.
Community Adjustment Fund Support
(Authorized Assistance)
$635,000.00
Annex 3 (3 Pages)
Recipient: The Corporation of the Township of Augusta
Project Number: 845—505239
COSTING MEMORANDUM
COMMUNITY ADJUSTMENT FUND
1.0 General Conditions
1.1 Costs are Eligible and Supported Costs for the purposes of this Agreement only if they are,
in the opinion of the Minister,
(a) directly related to the intent of the Project,
(b) reasonable,
(c) appear in Annex 1 — The Project — Statement of Work,
(d) incurred in respect of activities which are incremental to the usual activities of the
Recipient,
(e) incurred between June 12, 2009 and March 31, 2010,
(f) incurred before March 31, 2010, and
(g) notwithstanding 1.1(e), in no event will the Minister pay more than ten percent
(10%) of the Contribution as set out under 3.1 towards Eligible and Supported Costs
incurred by the Recipient prior to the Commencement Date.
1.2 Costs incurred by way of the exercise of an option to purchase or hire are eligible only if
the exercise of the option is at the sole discretion of the Recipient and the option has been
exercised between June 12, 2009 and March 31, 2010.
1.3 Except as outlined in subsection 2.3 of this Annex, the costs of all goods and services
acquired from an entity which, in the opinion of the Minister, is not at arm‘s length from
the Recipient, shall be valued at the cost which, in the opinion of the Minister, represents
the fair market value of such goods or services, which cost shall not include any mark up
for profit or return on investment.
2.0 Eligible Costs
Where consistent with the approved Eligible and Supported Costs, as defined in Annex 1 —
The Project — Statement of Work, the following criteria will be used in determining
eligibility of costs:
2.1 Travel Costs — Prime Transportation
Eligible and Supported Costs of travel are those which are deemed necessary to the
performance of the Project. To be eligible, travel costs must be clearly documented as to
the purpose of each trip. Travel expenses, at economy rates, shall be charged as at actual
costs, but only to the extent that they are considered reasonable by the Minister.
Necessary return airfare, train fare or bus fare at economy rates for participating personnel.
Where a personal automobile is to be used, kilometre (mileage) allowance will be based on
current Treasury Board of Canada Travel Directives. Eligible and Supported Costs shall
be limited to the cost that would have been incurred and paid had normal public
transportation at economy rates been used.
Actual costs at the destination will be allowed for food, accommodation and surface
transportation (i.e., taxis, etc.). Meal rates will be based on current Treasury Board of
Canada Travel Directives. Please note receipts are required for all items except meals.
Entertainment (hospitality) costs are not eligible.
2.2 Audit of Project Costs
If expressly approved in writing by the Minister, Eligible and Supported Costs may
include the cost of professional accountants certifying the accuracy of any costs claimed.
2.3 Consultants
The direct costs of studies and/or services carried out by a private contractor or consultant
are eligible.
Where a particular contractor or consultant has been specified in the Agreement, and the
Recipient wishes to proceed with the Project using another contractor or consultant, prior
consultation with the Project officer is advised to ensure eligibility.
The Minister shall not contribute to the cost of the services of any consultant that is not, in
the opinion of the Minister, at arm‘s length from the Recipient.
2.4 Calculation of Direct Labour
The Recipient may claim only that time worked directly on the Project and excludes
indirect time, non—project related time, holidays, vacation, paid sickness, etc. Paid
overtime, where considered reasonable in the opinion of the Minister, may be claimed.
Time off in lieu of payment is not eligible. Time claimed will normally be expressed in
hours.
The payroll rate is the actual gross pay rate for each employee (normal periodic
remuneration before deductions). The payroll rate excludes all premiums (e.g. overtime),
shift differentials and any reimbursement or benefit conferred in lieu of salaries or wages
except as noted in the last paragraph.
Fringe benefits (CPP, EI, holidays, and vacations, etc.) of up to an allowance not
exceeding twenty percent (20%) of direct labour may be claimed (supporting
documentation not required).
2.5 Goods & Service Tax (GST)
Eligible and Supported Costs include the amount of federal goods and services tax,
(GST), net of any refund or eligible credits due from the Canada Revenue Agency.
In order to have the GST approved as an eligible cost on future claims, the Recipient may
be required to provide documentation verifying the organization‘s status under GST
legislation.
3.0 Ineligible Costs
For greater certainty, any costs not specifically described as Eligible and Supported Costs
in accordance with section 2.0, shall be ineligible for inclusion in the Eligible and
Supported Costs. By way of example only, ineligible costs include the following:
(a) costs of land or vehicle purchase;
(b) refinancing;
(c) costs of intangible assets such as goodwill, whether capitalized or expensed;
(d) depreciation or amortization expenses;
(e) interest on invested capital, bonds, debentures, or mortgages;
(f) bond discount;
(g) losses on investments, bad debts and any other debts;
(h) fines or penalties;
(i) costs related to litigation;
(j) non—incremental wages;
(k) fees for administrators, including payments to any member or officer of the Recipient‘s Board of Directors;
(l) opportunity costs;
(m) entertainment costs; and
costs of membership in a professional body.
(o) lobbyist fees
Annex 4 (2 Pages)
[inserted was a copy of the signed resolution approving the execution of this agreement followed by this By-Law]
Annex 5
Using the “Purpose/Objectives/Activities of the Project” and “Expected Results of the Project”
sections of Annex 1, the Recipient will report monthly to the Minister on the progress of the
Project, including a percentage of completion for each sub—section within Annex 1.
MONTHLY REPORT
Report for the Month of
Recipient: The Corporation of the Township of Augusta
Project Number: 845—505239
Project Location: Augusta, Ontario
Purpose/Results: The North Augusta Fire Hall renovation and expansion project improves
essential emergency and community services in public health and safety in the Township of
Augusta.
Action Required Percent Complete
A)
B)
C)
D)
E)
Please answer the following with each report Yes No Unsure
1. Are all aspects of the project activity on schedule?
2. Will the Project be complete by March 31, 2010?
3. Are all aspects of spending on schedule?
4. Is there a revised cost forecast?
5. Would a meeting with a CAF Rep be beneficial now?
The Corporation of the Township of Augusta
Signature ___________________________________ Date ___________________
Annex 6
Recipient: The Corporation of the Township of Augusta
Project Number: 845—505239
Monthly Employment Report for the Month of
Job Creation Person months
(A) Within Recipient
Subtotal (A)
Cumulative Person months
(B) Job Contractors
Name of Sub—Contractor Companies Person months
1)
2)
3)
4)
5)
Subtotal (B)
Total Person months (A + B)
Cumulative Total Person months
The Corporation of the Township of Augusta
Signature ___________________________________ Date ___________________
