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Home > By-Laws > 3531-2021 Authorize Agreement with Her Majesty the Queen (Investing in Canada Infrastructure Program)

3531-2021 Authorize Agreement with Her Majesty the Queen (Investing in Canada Infrastructure Program)

3531-2021 Authorize Agreement with Her Majesty the Queen (Investing in Canada Infrastructure Program)

BEING A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT WITH HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRASTRUCTURE

Passed by Council August 9, 2021


THE CORPORATION OF THE TOWNSHIP OF AUGUSTA
BY-LAW NUMBER 3531-2021
A BY-LAW TO AUTHORIZE THE EXECUTION OF AN AGREEMENT WITH HER
MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE
MINISTER OF INFRASTRUCTURE

WHEREAS the Municipality of Augusta wishes to enter into an Agreement with Her
Majesty the Queen in right of Ontario for Investing in Canada Infrastructure Program (ICIP);

NOW THEREFORE THE COUNCIL OF THE TOWNSHIP OF AUGUSTA HEREBY
ENACTS AS FOLLOWS:

1. THAT the Deputy Mayor and the Clerk are hereby authorized to execute on behalf
of the TOWNSHIP OF AUGUSTA this Transfer Payment Agreement for ICIP
COVID-19 Resilience Infrastructure Stream — Local Government Intake Stream
Project for the transfer of funds between Her Majesty the Queen as represented by
the Minister of Infrastructure and Augusta Township as in Schedule A attached
hereto.

2. THAT Schedule A shall form part of this by-law.

READ a first, second, and third time and finally passed this 9 day of August 2021

Signed by Deputy Mayor Jeff Shaver and Clerk Annette Simonian

SCHEDULE A

TRANSFER PAYMENT AGREEMENT
FOR THE INVESTING IN CANADA INFRASTRUCTURE PROGRAM (ICIP):
COVID-19 RESILIENCE INFRASTRUCTURE STREAM — LOCAL GOVERNMENT INTAKE

THIS TRANSFER PAYMENT AGREEMENT for Investing in Canada Infrastructure Program
(ICIP): COVID-19 Resilience Infrastructure Stream — Local Government Intake Stream Projects
(the “Agreement”) is effective as of the Effective Date.

B E T WE E N:

Her Majesty the Queen in right of Ontario,
as represented by the Minister of Infrastructure

(“Ontario” or the “Province”)

– and –

Township of Augusta
(CRA# 108131657)

(the “Recipient”)

BACKGROUND

The Investing in Canada Infrastructure Program (“ICIP”) is a federal infrastructure program
designed to create long-term economic growth, build inclusive, sustainable and resilient
communities, and support a low-carbon economy.

The Government of Canada (“Canada”) announced, in its Budget 2016 and Budget 20171 over
$180 billion for the ICIP to support sustainable and inclusive communities. while driving
economic growth.

The Honourable Minister of Infrastructure and Communities and the Honourable Minister of
Infrastructure entered into the Canada-Ontario Integrated Bilateral Agreement for the Investing
in Canada Infrastructure Program for Canada to provide financial support to the Province.

Under the Bilateral Agreement, Canada agrees, amongst other things, to provide contribution
funding to the Province under the COVID-19 Resilience Infrastructure stream of ICIP. This
stream supports projects that support COVID-19 response and economic recovery efforts.

Also, under the Bilateral Agreement, Ontario agrees to identity projects and be responsible for
the transfer of ICIP and provincial funds to eligible recipients pursuant to transfer payment
agreements.

The Recipient has applied to the Province for ICIP funds to assist the Recipient in carrying out
COVID-19 Resilience Infrastructure Stream — Local Government Intake stream projects.

The Province has submitted to Canada for approval and the Province and Canada have
approved, in accordance with the terms and conditions set out in the Bilateral Agreement, the
Projects as set out in Schedule ‘C” (Project Description, Financial Information, and Project
Standards).

The Agreement sets out the terms and conditions upon which ICIP funds, up to the Maximum
Funds, will be provided to the Recipient for carrying out each Project.

CONSIDERATION

In consideration of the mutual covenants and agreements contained in the Agreement and for
other good and valuable consideration, the receipt and sufficiency of which are expressly
acknowledged. the Province and the Recipient agree as follows:

1.0 ENTIRE AGREEMENT

1.1 Schedules to the Agreement. The following schedules and their sub-schedules form
part of the Agreement:

Schedule “A” – General Terms and Conditions
Schedule B” – Specific Information
Schedule “C” – Project Description, Financial Information, and Project Standards
– Sub-Schedule “C.1” Project Description and Financial Information
Schedule “D” – Reports
Schedule “E” – Eligible Expenditures and Ineligible Expenditures
Schedule “F” – Evaluation
Schedule “G” – Communications Protocol
Schedule “H” – Disposal of Assets
Schedule “I” – Aboriginal Consultation Protocol
Schedule “J” – Requests for Payment and Payment Procedures
Schedule “K” – Committee

1.2 Entire Agreement. The Agreement constitutes the entire agreement between the
Parties in respect to the subject matter contained in the Agreement and supersedes all
prior oral or written representations and agreements save and except for the Bilateral
Agreement, which shall apply in accordance with section Subsection 2.1.

2.0 CONFLICT OR INCONSISTENCY

2.1 Conflict or Inconsistency. In the event of a conflict or inconsistency between any of
the requirements of:

(a) the Bilateral Agreement and the Agreement, the Bilateral Agreement will prevail to
the extent of the conflict or inconsistency:

(b) the main body of the Agreement and any of the requirements of a schedule or a
sub-schedule, the main body of the Agreement will prevail to the extent of the
conflict or inconsistency;

(c) Schedule “A” (General Terms and Conditions) and any of the requirements of
another schedule or a sub-schedule, Schedule A” (General Terms and
Conditions) will prevail to the extent of the conflict or inconsistency; or

(d) a schedule and any of the requirements of a sub-schedule, the schedule will
prevail to the extent of the conflict or inconsistency.

3.0 EXECUTION, DELIVERY AND COUNTERPARTS

3.1 One and the Same Agreement. The Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same instrument.

3.2 Electronic Execution and Delivery of Agreement. The Parties agree that the
Agreement may be validly executed electronically, and that their respective electronic
signature is the legal equivalent of a manual signature. The electronic or manual
signature of a Party may be evidenced by one of the following means and transmission
of the Agreement may be as follows:

(i) a manual signature of an authorized signing representative placed in the
respective signature line of the Agreement and the Agreement delivered
by facsimile transmission to the other Party;

(ii) a manual signature of an authorized signing representative placed in the
respective signature line of the Agreement and the Agreement scanned as
a Portable Document Format (PDF) and delivered by email to the other
Party;

(iii) a digital signature, including the name of the authorized signing
representative typed in the respective signature line of the Agreement, an
image of a manual signature or an Adobe signature of an authorized
signing representative, or any other digital signature of an authorized
signing representative, placed in the respective signature line of the
Agreement and the Agreement delivered by email to the other Party; or

(iv) any other means with the other Party’s prior written consent.

4.0 AMENDING THE AGREEMENT AND AGREEMENT REVIEW

4.1 Amending the Agreement. The Agreement may only be amended by a written
agreement duly executed by the Parties.

4.2 Agreement Review. If, pursuant to section 25.10 (Review of Agreement) of the Bilateral
Agreement, the Bilateral Agreement is reviewed after three or five years, or both, of the
effective date of the Bilateral Agreement, and any changes to the Bilateral Agreement
are required as a result, the Parties agree to amend the Agreement as necessary and in
a manner that is consistent with such changes.

5.0 ACKNOWLEDGEMENT

5.1 Acknowledgement from Recipient. The Recipient acknowledges, in respect of the
Projects, that:

(a) the Funds are to assist the Recipient to carry out the Projects and not to provide
goods or services to the Province or Canada;

(b) the Province and Canada are not responsible for carrying out the Projects;

(c) the Province’s and Canada’s role in respect of the Projects is limited to making a
financial contribution to the Recipient for the Projects, and the Province and
Canada are not involved in the Projects or their operation;

(d) the Province and Canada are neither decision-makers nor administrators in
respect of the Projects;

(e) the Province is bound by the Freedom of Information and Protection of Privacy
Act (Ontario) and any information provided to the Province in connection with the
Projects or otherwise in connection with the Agreement may be subject to
disclosure in accordance with that Act;

(f) Canada is bound by the Access to Information Act (Canada) and any information
provided to Canada by either the Province or the Recipient in connection with the
Projects or otherwise in connection with the Agreement may be subject to
disclosure in accordance with that Act;

(g) by receiving Funds, the Recipient may be subject to legislation applicable to
organizations that receive funding from the Government of Ontario, including the Broader Public Sector Accountability Act, 2010 (Ontario), the Public Sector Salary Disclosure Act. 1996 (Ontario), and the Auditor General Act (Ontario); and

(h) the Recipient has read and understood the Bilateral Agreement.

5.2 Acknowledgement from Province. The Province acknowledges that the Recipient
may be bound by the Municipal Freedom of Information and Protection of Privacy Act
(Ontario) and any information provided to the Recipient in connection with the Projects
or otherwise in connection with the Agreement may be subject to disclosure in
accordance with that Act.

6.0 CANADA’S RIGHTS AND INFORMATION SHARING WITH CANADA

6.1 Third Party Beneficiary. The Recipient agrees that, although the Agreement is
between the Province and the Recipient, Canada is, in respect of the rights, covenants,
remedies, obligations, indemnities, and benefits (together referred to as Rights”)
undertaken or given to Canada in the Agreement, a third party beneficiary under the
Agreement and is entitled to rely upon and directly enforce those Rights as if Canada
were a party to the Agreement.

6.2 Sharing of Information with the Province and Canada. The Recipient agrees that,
consistent with section 6.1 (Third Party Beneficiary) and for the implementation of the
Bilateral Agreement:

(a) the Province or Canada, or both, and in respect of Canada either directly or
through the Province, may, upon Notice to the Recipient, request additional
information from the Recipient including, without limitation, information for any
determination under Article A27.O (Environmental Requirements and
Assessments) and Article A28.0 (Aboriginal Consultation);
(b) if the Province or Canada, or both, provide the Recipient with Notice under
paragraph 62(a), the Recipient will, within the timelines set out in the Notice,
deliver the information to either the Province or Canada, or both, as required; and

(c) the Province or Canada, or both, may share any information received from the
Recipient pursuant to the Agreement with each other.

[SIGNATURE PAGE FOLLOWS]

The Parties have executed the Agreement on the dates set out below.

HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO, as
represented by the Minister of Infrastructure

pp. Adam Redish. Assistant Deputy Minister
The Honourable Kinga Surma
Minister of Infrastructure

 

TOWNSHIP OF AUGUSTA

Name: Annette Simonian
Title: Clerk
I have authority to bind the Recipient.

Name: Jeffrey Shaver
Title: Deputy Mayor
I have authority to bind the Recipient.

 

[SCHEDULE “A” — GENERAL TERMS AND CONDITIONS FOLLOWS]

SCHEDULE “A”
GENERAL TERMS AND CONDITIONS

A.1.0 INTERPRETATION AND DEFINITIONS

A.1 .1 Interpretation. For the purposes of interpretation:

(a) words in the singular include the plural and vice-versa;

(b) words in one gender include all genders;

(c) the background and headings do not form part of the Agreement; they are for
information and reference only and will not affect the interpretation of the
Agreement;

(d) any reference to dollars or currency will be in Canadian dollars and currency;

(e) “shall” and “will” are used interchangeably in the Agreement and denote the
same affirmative and imperative obligation on the applicable Party.

(f) all accounting terms not otherwise defined in the Agreement have their ordinary
meanings; and

(g) “include”, “includes”, and “including” denote that the subsequent list is not
exhaustive.

A.1 .2 Definitions. In the Agreement. the following terms have the following meanings:

Aboriginal Community” has the meaning ascribed to it in section 1.1.1 (Definitions).

Aboriginal Consultation Record” means the Aboriginal Consultation Record
described in section 1.3.1 (Requirements for Aboriginal Consultation Record).

Agreement” means this agreement entered into between the Province and the
Recipient, all of the schedules and sub-schedules listed in section 1.1 (Schedules to
the Agreement), and any amending agreement entered into pursuant to section 4.1
(Amending the Agreement).

Asset” means any real or personal property, or immovable or movable asset,
acquired, purchased, constructed, rehabilitated, or improved, in whole or in part, with
any of the Funds.

Authorities” means any government authority, agency, body or department having
or claiming jurisdiction over the Agreement or the Projects, or both.

Bilateral Agreement” means the Canada-Ontario Integrated Bilateral Agreement for
the Investing in Canada Infrastructure Program entered into between Canada and Her
Majesty the Queen in right of Ontario, effective as of March 26. 2018. as amended.

Business Day” means any working day the Province is open for business, Monday
to Friday inclusive, excluding statutory and other holidays, namely: New Year’s Day;
Family Day; Good Friday; Easter Monday; Victoria Day; Canada Day; Civic Holiday;
Labour Day; Thanksgiving Day; Remembrance Day; Christmas Day; Boxing Day; and
any other day on which the Province is not open for business.

Canada” means, unless the context requires otherwise, Her Majesty the Queen in
right of Canada.

Canada’s Maximum Contribution” means, for each Project, the maximum
contribution from Canada as set out in Sub-schedule “C.1” (Project Description and
Financial Information).

Committee” refers to a Committee established pursuant to section A.29.1
(Establishment of Committee).

Communications Activities” means, but is not limited to, public or media events or
ceremonies including key milestone events, news releases, reports, web and social
media products or postings, blogs, news conferences, public notices, physical and
digital signs, publications, success stories and vignettes, photos, videos, multi-media
content, advertising campaigns, awareness campaigns, editorials, multi-media
products, and all related communication materials under the Agreement.

Construction Start” means the performance of physical activities in relation to the
Project which results in changes which are visible to any person inspecting the site
and are recognizable as the initial steps for the preparation of the land or the
installation of improvements of fixtures, unless otherwise approved by Canada.

Contract” means a contract between the Recipient and a Third Party whereby the
Third Party agrees to supply goods or services, or both, in respect of any Project in
return for financial consideration.

Effective Date” means the date of signature by the last signing party to the
Agreement.

Eligible Expenditures” means the costs in respect of each Project that the
Recipient has incurred and paid and that are eligible for payment under the terms and
conditions of the Agreement, and that are further described in Schedule “E” (Eligible
Expenditures and Ineligible Expenditures).

Environmental Laws” means all applicable governmental, regulations, by-laws,
orders, rules, policies, or guidelines respecting the protection of the natural environment or the public, and the manufacture, importation, handling, transportation,
storage, disposal, and treatment of environmental contaminants and includes, without
limitation, the Environmental Protection Act (Ontario), Environmental Assessment Act
(Ontario), Ontario Water Resources Act (Ontario), Canadian Environmental Protection
Act. 1999 (Canada). Canadian Environmental Assessment Act. 2012 (Canada),
Fisheries Act (Canada), the Impact Assessment Act (Canada), and the Canadian
Navigable Waters Act (Canada).

Evaluation” means an evaluation in respect of any Project, the Projects or the lClP
as described in Article F.1 .0 (Project and ICIP Evaluations).

Event of Default” has the meaning ascribed to it in section A.12.1 (Events of
Default).

Expiration Date” means the expiry date set out in Schedule “B” (Specific
Information).

Federal Approval Date” means the date on which Canada has approved each
Project identified in Sub-Schedule ‘CI” (Project Description and Financial
Information).

Funding Year” means:

(a) in the case of the first Funding Year, the period commencing on the
Effective Date and ending on the following March 31; and

(b) in the case of Funding Years subsequent to the first Funding Year, the
period commencing on April 1 following the end of the previous Funding
Year and ending on the following March 31 or the Expiration Date,
whichever comes first.

Funds” means the money the Province provides to the Recipient pursuant to the
Agreement.

Holdback” means the Hold back described in and to be paid in accordance with
section A.4.12 (Retention of Contribution) and Article J.6.0 (Holdback).

ICIP” means the Investing in Canada Infrastructure Program, a federal infrastructure
program described in the first paragraph of the “Background” to the Agreement.

Indemnified Parties” means Her Majesty the Queen in right of Ontario and Her
Majesty the Queen in right of Canada, and includes their respective ministers, officers,
servants, agents, appointees and employees.

Ineligible Expenditures” means the costs in respect of each Project that are
ineligible for payment under the terms and conditions of the Agreement, and that are described in Schedule “E” (Eligible Expenditures and Ineligible Expenditures).

Interest or Interest Earned” means the amount of money earned by the Recipient
from placing the Funds in an interest bearing account as set out under section A.4.4
(Interest-Bearing Account) of Schedule “A” of this Agreement. and includes any and all
interest or other income generated from the Funds.

Loss” means any cause of action, liability, loss, cost, damage, or expense (including
legal, expert, and consultant fees) that anyone incurs or sustains as a result of or in
connection with any Project or any part of the Agreement or the Bilateral Agreement.

Maximum Funds” means the maximum Funds amount as set out in Schedule “B”
(Specific Information).

Notice” means any communication given or required to be given pursuant to the
Agreement.

Ontario’s Maximum Contribution” means, for each Project, the maximum
contribution from Ontario as set out in Sub-schedule “C.1” (Project Description and
Financial Information).

Parties” means the Province and the Recipient.

Party” means either the Province or the Recipient.

Person” means, without limitation, a person, the Recipient, a Third Party, a
corporation, or any other legal entity, and their officers, servants, employees, or
agents.

Proceeding” means any action, claim, demand, lawsuit, or other proceeding,
whether in contract, tort (including negligence), or otherwise, that anyone makes,
brings, or prosecutes as a result of or in connection with any Project or any part of the
Agreement or the Bilateral Agreement.

Progress Report” means the Progress Report described in Article D.1.0 (Reporting
Requirements).

Project” means any one of the undertakings described in Sub-schedule “C.1”
(Project Description and Financial Information).

Projects” means, collectively, the undertakings described in Sub-schedule “C.1”
(Project Description and Financial Information).

Records Review” means any assessment the Province conducts pursuant to
section A.7.4 (Records Review).

Remedial Period” means the period of time within which the Recipient is required to
remedy an Event of Default, pursuant to paragraph A.12.3 (b). and includes any such
period or periods of time by which the Province extends that time in accordance with
section A.12.4 (Recipient Not Remedying).

Reports” means the reports described in Schedule “D” (Reports).

Requirements of Law” means all applicable requirements, laws, statutes, codes,
acts, ordinances, approvals, orders, decrees, injunctions, by-laws, rules, regulations,
official plans, permits, licences, authorizations, directions, and agreements with all
Authorities, and includes the Environmental Laws.

Substantial Completion” or “Substantially Completed” means, in respect of any
Project, that the Project can be used for the purpose for which it was intended.

Term” means the period of time described in section A.3.1 (Term).

Third Party” means any person or legal entity, other than a Party, who participates
in the implementation of any Project by means of a Contract.

Total Financial Assistance” means for each Project, the total Project funding from
all sources including, but not limited to, funding from federal, provincial, territorial,
municipal, regional, band council, and Indigenous government sources; private
sources; and in-kind contributions.

A.2.0 REPRESENTATIONS, WARRANTIES, AND COVENANTS

A.2.1 General. The Recipient represents, warrants, and covenants that, in respect of each
Project:

(a) it has, and will continue to have, the experience and expertise necessary to carry
out the Project;

(b) it is in compliance with, and will continue to comply with, all Requirements of Law
related to any aspect of the Project, the Funds, or both;

(c) unless otherwise provided for in the Agreement, any information the Recipient
provided to the Province in support of its request for Funds (including, without
limitation, any information relating to any eligibility requirements) was true and
complete at the time the Recipient provided it and will continue to be true and
complete;

(d) the Project meets and will continue to meet all of the program’s eligibility criteria,
construction conditions and the Recipient will abide by all of the Province’s and
Canada’s respective requirements set out in the guidelines, including the financial, contractual and reporting requirements;

(e) the Project meets the outcomes of the CQVID-19 Resilience Infrastructure
Stream — Local Government Intake stream, being:

(i) To support COVID-19 response and economic recovery efforts.

(f) The Project will be community-oriented, non-commercial in nature, and open for
use to the public and not limited to a private membership; and

(g) any Funds received have not displaced, and will continue to not displace, the
Recipient’s own funding and spending on public transit.

A.2.2 Execution of Agreement. The Recipient represents and warrants that it has:

(a) the full power and authority to enter into the Agreement; and

(b) taken all necessary actions to authorize the execution of the Agreement, in a
manner that is satisfactory to the Province, including passing ofa municipal by
law or council resolution authorizing the Recipient to enter into the Agreement,
where required.

A.2.3 Governance. The Recipient represents, warrants, and covenants that it has, will
maintain in writing, and will follow:

(a) procedures to enable the Recipient to manage Funds prudently and effectively;

(b) procedures to enable the Recipient to complete each Project successfully;

(c) procedures to enable the Recipient to identify risks to the completion of each
Project and strategies to address the identified risks, all in a timely manner;

(d) procedures to enable the preparation and submission of all Reports required
pursuant to Article A7.0 (Reporting, Accounting, and Review); and

(e) procedures to enable the Recipient to address such other matters as the
Recipient considers necessary to enable the Recipient to carry out its obligations
under the Agreement.

A.2.4 Supporting Proof. Upon the request of the Province, the Recipient will provide the
Province with proof of the matters referred to in this Article A.2.0 (Representations,
Warranties, and Covenants).

A.3.0 TERM OF THE AGREEMENT AND SUBSTANTIAL COMPLETION

A.3.1 Term. The term of the Agreement will commence on the Effective Date and will expire
on the Expiration Date, unless terminated earlier pursuant to Article A.1 1.0
(Termination on Notice) or Article A.12.O (Event of Default, Corrective Action, and
Termination for Default).

A.3.2 Substantial Completion. The Recipient will ensure that each Project is Substantially
Completed on or before December31, 2021, or any other date subject to the prior
written consent of the Province.

A.4.0 FUNDS AND CARRYING OUT THE PROJECTS

A.4.1 Funds Provided. The Province will:

(a) provide the Recipient funding up to the Maximum Funds for the sole purpose of
carrying out each Project:

(b) provide the Funds to the Recipient in accordance with the request for payment
and payment procedures provided for in Schedule “J” (Requests for Payment and
Payment Procedures): and

(c) deposit the Funds into an account the Recipient designates, provided that the
account:

(i) is at a branch of a Canadian financial institution in Ontario; and

(ii) is solely in the name of the Recipient.

A.4.2 Limitation on Payment of Funds. Despite section A.4.1 (Funds Provided):

(a) in addition to any other limitation under the Agreement on the payment of Funds,
the Province is not obligated to provide:

(i) any Funds to the Recipient until the Recipient fulfils the special conditions
listed in section A.31.1 (Special Conditions): and

(ii) any Funds to the Recipient until the Province and Canada are satisfied with
the progress of any Project;

(b) the Province, at its sole discretion, may adjust the amount of Funds it provides to
the Recipient based upon the Province’s assessment of the information the
Recipient provides to the Province pursuant to section A.7.2 (Preparation and
Submission): and

(c) any payment of Funds is subject to:

(i) the requirements of the Financial Administration Act (Ontario), including the
availability of an appropriation by the Ontario Legislature that is sufficient and
constitutes lawful authority for the payment;

(ii) ministerial funding levels in respect of transfer payments, the program under
which the Agreement was made, or otherwise that are sufficient for the
payment; and

(iii) Canada’s payment of funds to the Province, pursuant to the Bilateral
Agreement, that are sufficient for the payment.

The Province, at its sole discretion. may reduce or cancel any amount of Funds
or terminate the Agreement in response to a reduction or lack of federal or
provincial government appropriation, ministerial funding levels, or Canada’s
payment of funds. Notwithstanding Article A.9.0 (Limitation of Liability and
Indemnity), the Province will not be liable for any direct, indirect, consequential.
exemplary, or punitive damages, regardless of the form of action, whether in
contract or in tort (including negligence) or otherwise, arising from any reduction
or cancellation of Funds. If any changes to the Agreement, including changes in
respect of any Project, are required as a result, the Parties agree to amend the
Agreement accordingly.

A.4.3 Use of Funds and Carry Out the Projects. The Recipient will, in respect of each
Project, do all of the following:

(a) carry out the Project in accordance with the Agreement;

(b) use the Funds only for the purpose of carrying out the Project;

(c) spend the Funds only on Eligible Expenditures as described in Schedule “E”
(Eligible Expenditures and Ineligible Expenditures);

(d) not use the Funds to cover any Ineligible Expenditure; and

(e) not use the Funds to cover any Eligible Expenditure that has or will be funded or
reimbursed by one or more of any third party, or ministry, department, agency, or
organization of the Government of Ontario or of the Government of Canada.

A.4.4 Interest-Bearing Account. If for any reason, Funds were provided to the Recipient
before the Recipient’s immediate need for the Funds, the Recipient will place the
Funds in an interest-bearing account solely in the name ol the Recipient at a branch of
a Canadian financial institution in Ontario. The Recipient will hold the Funds plus any
Interest Earned in trust for the Province until the Funds are used in accordance with
the Agreement.

A.4.5 Interest. If the Recipient earns any Interest on the Funds, the Province may do either or both of the following:

(a) deduct an amount equal to the Interest Earned from the remaining Funds, if any;

(b) demand from the Recipient the payment of an amount equal to the Interest
Earned.

A.4.6 Maximum Funds and Recovery of Excesses. The Recipient acknowledges that:

(a) the Funds available to it pursuant to the Agreement will not exceed the Maximum
Funds for each Project;

(b) if Canada’s total contribution from all federal sources in respect of any Project
exceeds eighty percent of Total Eligible Expenditures, the Province may demand
the return of the excess from the Recipient and the Recipient shall return the
excess forthwith or the Province, at its discretion, may reduce the remaining
Funds under the Agreement by an amount equal to the excess; and

(c) if the Total Financial Assistance received or due in respect of any Project
exceeds one hundred percent (100%) of Total Eligible Expenditures, the
Province, at its sole discretion. may, up to the Maximum Funds, demand the
return of the excess from the Recipient and the Recipient shall return the excess
forthwith or the Province may reduce the remaining Funds under the Agreement
by an amount equal to the excess.

A.4.7 Disclosure of Other Financial Assistance. The Recipient will inform the Province
promptly of any financial assistance received in respect of any Project.

A.4.8 Rebates, Credits, and Refunds. The Province will, in respect of each Project,
calculate Funds based on the actual costs to the Recipient to carry out the Project,
less any costs (including taxes) for which the Recipient has received, will receive, or is
eligible to receive, a rebate, credit, or refund.

A.4.9 Recipient’s Acknowledgement of Responsibility for Projects. The Recipient will, in
respect of each Project, assume full responsibility for the Project, including, without
limitation:

(a) complete, diligent, and timely Project implementation within the costs and
timelines specified in the Agreement and in accordance with all other terms and
conditions of the Agreement;

(b) all of the costs of the Project. including, without limitation, unapproved
expenditures, Ineligible Expenditures, and cost overruns, if any;

(c) subsequent operation, maintenance, repair. rehabilitation, construction.
demolition, or reconstruction, as required and in accordance with industry standards, and any related costs for the full lifecycle of the Project; and

(d) the engineering work being undertaken in accordance with industry standards.

A.4.10 Increase in Project Costs. If, at any time during the Term the Recipient determines
that it will not be possible to complete any Project unless it expends amounts in excess
of all funding available to it (a Shortfall”), the Recipient will immediately notify the
Province of that determination. If the Recipient so notifies the Province, it will, within 30
days of a request from the Province, provide a summary of the measures that it
proposes to remedy the Shortfall. If the Province is not satisfied that the measures
proposed will be adequate to remedy the Shortfall, then the Province may exercise one
or more of the remedies available to it pursuant to section A.12.4 (Recipient Not
Remedying).

A.4.11 Recipient’s Request for Payment and Payment Procedures. The Recipient agrees
to submit its requests for payment in accordance with the payment procedures
provided for in Schedule “J” (Requests for Payment and Payment Procedures).

A.4.12 Retention of Contribution. The Province will retain 10% of the Maximum Funds in
respect of each Project (“Holdback”) up until the Recipient has fulfilled all of its
obligations under the Agreement for the Project.

A.5.0 RECIPIENT’S ACQUISITION OF GOODS OR SERVICES, CONTRACT
PROVISIONS, AND DISPOSAL OF ASSETS

A.5.1 Acquisition. The Recipient will ensure that all Contracts are awarded in way that is:

(a) is fair, transparent, competitive, and consistent with value for money principles, or
in a manner otherwise acceptable to the Province and Canada; and

(b) if applicable, is in accordance with the Canadian Free Trade Agreement and
international agreements.

A.5.2 Non-Compliance with Acquisition Requirements. If the Province or Canada
determines that a Contract is awarded in a manner that is not in compliance with the
requirements in section A.5.1 (Acquisition), upon giving Notice to the Recipient, the
Province may consider the expenditures associated with the Contract to be an
Ineligible Expenditure.

A.5.3 Exemptions to Competitive Awarding. The Province and Canada may consent to
the provision of exemptions from competitive awarding of Contracts on a case-by-case
basis, in their sole and absolute discretion, if the Recipient;

(a) provides a written request indicating the business case rationale for the
exemption, in advance of the Contract being awarded;

(b) attests to:

(i) following value-for-money procurement processes for materials and subcontracts;
and

(ii) following its own policies and procedures.

A.5.4 Contract Provisions. The Recipient will ensure that all Contracts are consistent with
and incorporate the relevant provisions of the Agreement, including its insurance
provisions. More specifically, but without limiting the generality of the foregoing, the
Recipient agrees to include provisions in all Contracts to ensure:

(a) that proper and accurate accounts and records are kept and maintained as
described in the Agreement including, but not limited to, in paragraph A.7.3(a);

(b) that all applicable Requirements of Law including, without limitation, labour and
human rights legislation, are complied with; and

(c) that the Contract secures the respective rights of the Province and Canada, and
any authorized representative or independent auditor identified by the Province or
Canada, and the Auditor General of Ontario and the Auditor General of Canada
to:

(i) inspect and audit the terms of any Contract, record or account in respect of
each Project; and

(ii) have free and timely access to the Project sites and facilities, and any
records, documentation or information, as contemplated pursuant to section A.7.5 (Inspection and Removal).

A.5.5 Disposal of Assets. The Recipient will not, unless in accordance with the terms and
conditions set out in Schedule “H” (Disposal of Assets), sell, lease, encumber, or
otherwise dispose, directly or indirectly, of any Asset.

A.5.6 Revenue from Assets. If any Asset is used in such a way that over the course of a
year revenues are generated from the Asset that exceed its operating expenses, the
Recipient will notify the Province within 30 days of the end of the year where such
profit was generated. The Province may require the Recipient to immediately pay to
the Province a portion of the excess in the same proportion as the total cost of the
Asset. This obligation will only apply during the Asset Disposal Period.

A.6.0 CONFLICT OF INTEREST

A.6.1 Conflict of Interest Includes. For the purposes of this Article A.6.0 (Conflict of
Interest), a conflict of interest includes any circumstances where:

(a) the Recipient or any person who has the capacity to influence the Recipient’s
decisions has outside commitments, relationships, or financial interests that
could, or could be seen by a reasonable person to interfere with the Recipient’s
objective, unbiased, and impartial judgment in respect of any Project or the use of
the Funds, or both; or

(b) a former public servant or public office holder to whom any post-employment,
ethics and conflict of interest legislation, guidelines, codes, or policies of Canada
apply will derive a direct benefit from the Agreement, unless the provision or
receipt of such benefits complies with such legislation, guidelines, policies, or
codes.

A.6.2 No Conflict of Interest. The Recipient will carry out each Project and use the Funds
without an actual, potential, or perceived conflict of interest unless:

(a) the Recipient:

(i) provides Notice to the Province disclosing the details of the actual, potential,
or perceived conflict of interest; and

(ii) requests the consent of the Province to carry out the Project with an actual,
potential, or perceived conflict of interest;

(b) the Province consents in writing to the Recipient carrying out the Project with an
actual, potential, or perceived conflict of interest; and

(c) the Recipient complies with any terms and conditions the Province may prescribe
in its consent.

A.7.0 REPORTING, ACCOUNTING, AND REVIEW

A.7.1 Province and Canada Include. For the purpose of sections A.7.4 (Records Review), A.7.5 (Inspection and Removal) and A.7.6 (Cooperation), “Province” includes Canada
and any auditor or representative that the Province or Canada, or both, may identify.

A.7.2 Preparation and Submission. The Recipient will:

(a) submit to the Province at the address referred to in section A.15.1 (Notice in
Writing and Addressed):

(i) all Reports in accordance with the timelines and content requirements
provided for in Schedule “D” (Reports); and

(ii) any other reports in accordance with any timelines and content
requirements the Province may specify from time to time; and

(b) ensure that all Reports and other reports are:

(i) completed to the satisfaction of the Province; and

(ii) signed by an authorized signing officer of the Recipient.

A.7.3 Record Maintenance. The Recipient will keep and maintain until March 31, 2034:

(a) proper and accurate financial accounts and records, kept in a manner consistent
with generally accepted accounting principles, including but not limited to its
contracts, invoices, statements, receipts, and vouchers and any other evidence of
payment relating to the Funds or otherwise to each Project; and

(b) all non-financial records and documents relating to the Funds or otherwise to
each Project.

A.7.4 Records Review. The Province, at its sole discretion and expense, may, upon 24
hours’ Notice to the Recipient and during normal business hours, enter upon the
Recipient’s premises to conduct an audit or investigation of the Recipient or any
Project regarding the Recipient’s compliance with the Agreement, including assessing
any of the following:

(a) the truth of any of the Recipient’s representations and warranties;

(b) the progress of the Project; or

(c) the Recipient’s allocation and expenditure of the Funds.

A.7.5 Inspection and Removal. For the purposes of any Records Review, the Province
may take one or more of the following actions:

(a) inspect and copy any records or documents referred to in section A.7.3 (Record
Maintenance);

(b) remove any copies the Province makes pursuant to section A.7.5(a); and

(c) share any documents, records and findings with Canada.

A.7.6 Cooperation. To assist the Province in respect of its rights provided for in section A.7.5 (Inspection and Removal), the Recipient will cooperate with the Province by:

(a) ensuring that the Province has access to the records and documents wherever
they are located;

(b) coordinating access with any Third Party;

(c) assisting the Province to copy the records and documents;

(d) providing to the Province, in the form the Province specifies, any information the
Province identifies; and

(e) carrying out any other activities the Province requests.

A.7.7 No Control of Records. No provision of the Agreement will be construed so as to
give the Province or Canada, or both, any control whatsoever over the Recipient’s
records.

A.7.8 Auditor General (Ontario and Canada). The Province’s rights under this Article A.7.0 (Reporting, Accounting, and Review) are in addition to any rights provided to the
Auditor General of Ontario pursuant to section 9.2 of the Auditor General Act (Ontario)
and to the Auditor General of Canada pursuant to section 7.1 of the Auditor General
Act (Canada).

A.7.9 Sharing of Audit Findings and Reports. The Recipient acknowledges that Canada
and the Province may:

(a) inform each other, and any of their respective authorized representatives and
auditors, that an audit is being conducted; and

(b) share the findings of any audit or investigation, including any ensuing report, with
each other and any of their respective authorized representatives and auditors.

A.7.10 Evaluation. The Recipient agrees to participate in any Evaluation and comply with the
requirements for such Evaluation that are set out in Schedule “F” (Evaluation).

A.7.11 Calculations. The Recipient will make all calculations and prepare all financial data to
be submitted in accordance with the generally accepted accounting principles in effect
in Canada. These will include, without limitation, those principles and standards
approved or recommended from time to time by the Chartered Professional
Accountants of Canada or the Public Sector Accounting Board, as applicable, or any
successor institute, applied on a consistent basis.

A.7.12 Adverse Fact or Event. The Recipient will inform the Province immediately of any fact
or event of which it is aware that has or will compromise, wholly or in part, any Project.

A.8.O COMMUNICATIONS REQUIREMENTS

A.8.1 Communications Protocol. The Parties agree to be bound by the terms and
conditions of the communications protocol provided for in Schedule “G”
(Communications Protocol).

A.9.0 LIMITATION OF LIABILITY AND INDEMNITY

A9.1 Province and Canada Limitation of Liability. In no event will any of the Indemnified
Parties be held liable for any damages, including direct, indirect, consequential,
exemplary, or punitive damages, regardless of the form of action, whether in contract,
tort (including negligence), or otherwise, for:

(a) any injury to any Person, including, but not limited to, death, economic loss, or
infringement of rights;

(b) any damage to or loss or destruction of property of, any Person; or

(c) any obligation of any Person, including, but not limited to, any obligation arising
from a loan, capital lease, or other long-term obligation
in relation to the Agreement, the Bilateral Agreement, or any Project or Projects.

A.9.2 Indemnification of the Province and Canada. The Recipient will indemnify and hold
harmless the Indemnified Parties from and against any Loss and any Proceeding
based upon or occasioned by:

(a) any injury to any Person, including, but not limited to, death, economic loss, or
any infringement of rights;

(b) any damage to, or loss or destruction of, property of any Person; or

(c) any obligation of any Person, including, but not limited to, any obligation arising
from a loan, capital lease, or other long-term obligation, except to the extent to which such Loss or Proceeding is caused by the negligence or willful misconduct of any Indemnified Party in the performance of that Indemnified Party’s duties.

A.9.3 Recipient’s Participation. The Recipient will, at its expense, to the extent requested
by the Province or Canada, or both, participate in or conduct the defence of any
Proceeding against any of the Indemnified Parties and any negotiations for their
settlement.

A.9.4 Province’s Election. The Province or Canada, or both, may elect to participate in, or
conduct the defence of, any Proceeding by providing Notice to the Recipient of such
election, without prejudice to any other rights or remedies of the Province under the
Agreement or of the Province or Canada under the Bilateral Agreement. at law or in
equity. If the Province, Canada, or the Recipient. as applicable, participates in the
defence, it will do so by actively participating with the other’s counsel.

A.9.5 Settlement Authority. The Recipient will not enter into a settlement of any
Proceeding against any of the Indemnified Parties unless the Recipient has obtained
from the Province or Canada, as applicable, prior written approval or a waiver of this
requirement. If the Recipient is requested by the Province or Canada to participate in
or conduct the defence of any Proceeding, the Province or Canada, as applicable, will
cooperate with and assist the Recipient to the fullest extent possible in the Proceeding
and any related settlement negotiations.

A.9.6 Recipient’s Cooperation. If the Province or Canada conducts the defence of any
Proceeding, the Recipient will cooperate with and assist the Province or Canada, as
applicable, to the fullest extent possible in the Proceeding and any related settlement
negotiations.

A.10.0 INSURANCE

A.10.1 Recipient’s Insurance. The Recipient represents, warrants, and covenants that it
has, and will maintain at its own cost and expense, with insurers having a secure A.M.
Best rating of B+ or greater, or the equivalent, all the necessary and appropriate
insurance that a prudent person carrying out a project similar to each 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 $2,000,000.00 per occurrence, and including products and completed
operations coverage with the endorsements identified below:

(a) the Indemnified Parties as additional insureds in respect of liability arising in the
course of performance of the Recipient’s obligations under, or otherwise in
connection with, the Agreement;

(b) a cross-liability clause;

(c) contractual liability coverage; and

(d) a 30-day written notice of cancellation.

A.10.2 Proof of Insurance. At the request of the Province from time to time, the Recipient
will:

(a) provide to the Province, either:

(i) annually, certificates of insurance that confirm the insurance coverage as
provided in section A.1O.1 (Recipient’s Insurance); or

(ii) other proof that confirms the insurance coverage as provided for in section
A.10.1 (Recipient’s Insurance); and

(b) provide to the Province a copy of any of the Recipient’s insurance policies that
relate to each Project or otherwise to the Agreement or both.

A.11.0 TERMINATION ON NOTICE

A.11.1 Termination on Notice. The Province may terminate the Agreement at any time
without liability, penalty, or costs upon giving at least 30 days’ Notice to the Recipient.

A.11.2 Consequences of Termination on Notice by the Province. If the Province
terminates the Agreement pursuant to section A. 11.1 (Termination on Notice), the
Province may take one or more of the following actions:

(a) Direct the Recipient not to incur any further costs for any Project subsequent to
the Notice of termination. If the Recipient fails to comply with such direction and
unless with the Province’s prior written consent, the Recipient shall be solely
responsible for any further costs incurred after such Notice was given;

(b) cancel all further instalments of Funds; and

(c) demand the payment of any Funds plus any Interest Earned remaining in the
possession or under the control of the Recipient.

A.12.0 EVENT OF DEFAULT, CORRECTIVE ACTION, AND TERMINATION FOR
DEFAULT

A.12.1 Events of Default. It will constitute an Event of Default if, in the opinion of the
Province, the Recipient breaches any representation, warranty, covenant, or other
material term of the Agreement, including:

(a) failing to carry out any Project in whole or in part in accordance with the terms of
the Agreement;

(b) failing to use or spend Funds in accordance with the terms of the Agreement;

(c) failing to provide, in accordance with section A.7.2 (Preparation and Submission),
Reports or such other reports as the Province may have requested pursuant to
the Agreement);

(d) the Recipient’s operations, its financial condition, its organizational structure or its
control changes such that it no longer meets one or more of the eligibility
requirements of the program under which the Province provides the Funds;

(e) the Recipient makes an assignment, proposal, compromise. or arrangement for
the benefit of creditors, or a creditor makes an application for an order adjudging
the Recipient bankrupt, or applies for the appointment of a receiver; or

(f) the Recipient ceases to operate.

A.12.2 Consequences of Events of Default and Corrective Action. If an Event of Default
occurs, the Province may, at anytime, and at its sole discretion, take one or more of
the following actions:

(a) initiate any action the Province considers necessary in order to facilitate the
successful continuation or completion of any Project;

(b) provide the Recipient with an opportunity to remedy the Event of Default;

(c) suspend the payment of Funds for such period as the Province determines
appropriate;

(d) reduce the amount of the Funds;

(e) cancel all further instalments of Funds;

(f) demand from the Recipient the payment of any Funds plus any Interest Earned
remaining in the possession or under the control of the Recipient;

(g) demand from the Recipient the payment of an amount equal to any Funds the
Recipient used, but did not use in accordance with the Agreement;

(h) demand from the Recipient the repayment of an amount equal to any Funds the
Province provided to the Recipient;

(i) demand from the Recipient an amount equal to the costs the Province incurred or
incurs to enforce its rights under the Agreement, including the costs of any
Records Review and the costs it incurs to collect any amounts the Recipient
owes to the Province; and

(j) terminate the Agreement at anytime, including immediately. without liability,
penalty, or costs to the Province upon giving Notice to the Recipient.

A.12.3 Opportunity to Remedy. If, in accordance with paragraph A12.2(b), the Province will provide Notice to the Recipient of:

(a) the particulars of the Event of Default; and

(b) the Remedial Period.

A.12.4 Recipient Not Remedying. If the Province provided the Recipient with an opportunity
to remedy the Event of Default pursuant to paragraph A.12.2(b), and:

(a) the Recipient does not remedy the Event of Default within the Remedial Period;

(b) it becomes apparent to the Province that the Recipient cannot completely remedy
the Event of Default within the Remedial Period; or

(c) the Recipient is not proceeding to remedy the Event of Default in a way that is
satisfactory to the Province, the Province may extend the Remedial Period or initiate any one or more of the actions provided for in paragraphs A12.2(a), (c), (d), (e), (f), (g), (h), (i) and (j).

A.12.5 When Termination Effective. Termination under this Article A.12.O (Event of Default,
Corrective Action, and Termination for Default) will take effect as provided for in the
Notice.

A.13.0 FUNDS UPON EXPIRY

A.13.1 Funds Upon Expiry. The Recipient will, upon expiry of the Agreement, pay to the
Province any Funds plus Interest Earned remaining in its possession, under its
control, or both.

A.14.0 DEBT DUE AND PAYMENT

A.14.1 Payment of Overpayment. If at any time the Province provides Funds in excess of
the amount the Recipient is entitled to under the Agreement, the Province may:

(a) deduct an amount equal to the excess Funds plus any Interest Earned from any
further instalments of Funds; or

(b) demand that the Recipient pay to the Province an amount equal to the excess
Funds plus any Interest Earned.

A.14.2 Debt Due. If, pursuant to the Agreement:

(a) the Province demands from the Recipient the payment of any Funds, an amount
equal to any Funds, or any other amounts owing under the Agreement; or

(b) the Recipient owes to the Province any Funds, an amount equal to any Funds. or
any other amounts under the Agreement. whether or not the Province has
demanded their payment, such amounts will be deemed to be debts due and owing to the Province by the Recipient, and the Recipient will pay the amounts to the Province immediately, unless the Province directs otherwise.

A.14.3 Interest Rate. The Province may charge the Recipient interest on any money owing
to the Province by the Recipient under the Agreement at the then-current interest rate
charged by the Province of Ontario on accounts receivable.

A.14.4 Payment of Money to Province. The Recipient will pay any money owing to the
Province by cheque payable to the “Ontario Minister of Finance” and delivered to the
Province at the address set out in Schedule “B” (Specific Information) for the purposes
of Notice to the Province.

A.14.5 Failure to Repay. Without limiting the application of section 43 of the Financial
Administration Act (Ontario), if the Recipient fails to pay any amount owing under the
Agreement. Her Majesty the Queen in right of Ontario may deduct any unpaid amount
from any money payable to the Recipient by Her Majesty the Queen in right of Ontario.

A.15.0 NOTICE

A.15.1 Notice in Writing and Addressed. Notice will be:

(a) in writing;

(b) delivered by email, postage-prepaid mail, personal delivery, or courier; and

(c) addressed to the Province and the Recipient as set out in Schedule “B” (Specific
Information), or as either Party later designates to the other by Notice.

A.15.2 Notice Given. Notice will be deemed to have been given:

(a) in the case of postage-prepaid mail, five Business Days after the Notice is
delivered; and

(b) in the case of email, personal delivery, or courier, on the date on which the Notice
is delivered.

A.15.3 Postal Disruption. Despite paragraph A.1 5.2(a), in the event of a postal disruption:

(a) Notice by postage-prepaid mail will not be deemed to be given; and

(b) the Party giving Notice will provide Notice by email, personal delivery, or courier.

A.16.0 CONSENT BY PROVINCE OR CANADA AND COMPLIANCE BY RECIPIENT

A.16.1 Consent. When the Province or Canada provides its consent pursuant to the
Agreement:

(a) it will do so by Notice;

(b) it may attach any terms and conditions to the consent; and

(c) the Recipient may rely on the consent only if the Recipient complies with any
terms and conditions the Province or Canada may have attached to the consent.

A.17.0 SEVERABILITY OF PROVISIONS

A.17.1 Invalidity or Unenforceability of Any Provision. The invalidity or unenforceability of
any provision of the Agreement will not affect the validity or enforceability of any
other provision of the Agreement.

A.18.0 WAIVER

A.18.1 Waiver Request. Either Party may, by Notice, ask the other Party to waive an
obligation under the Agreement.

A.18.2 Waiver Applies. If in response to a request made pursuant to section A.18.1 (Waiver
Request) a Party consents to a waiver, the waiver will:

(a) be valid only if the Party that consents to the waiver provides the consent by
Notice; and

(b) apply only to the specific obligation referred to in the waiver.

A.18.3 Waivers in Writing. If a Party fails to comply with any term of the Agreement, that
Party may only rely on a waiver of the other Party if the other Party has provided a
written waiver in accordance with the Notice provisions in Article A.15.O (Notice). Any
waiver must refer to a specific failure to comply and will not have the effect of waiving
any subsequent failures to comply.

A.19.0 INDEPENDENT PARTIES

A.19.1 Parties Independent. The Recipient is not an agent, joint venturer, partner. or
employee of either the Province or Canada, and the Recipient will not represent itself
in any way that might be taken by a reasonable person to suggest that it is. or take any
actions that could establish or imply such a relationship.

A.19.2 No Authority to Represent. Nothing in the Agreement is to be construed as
authorizing any Person, including a Third Party, to contract for or to incur any
obligation on behalf of the Province or Canada, or both, or to act as an agent for the
Province or Canada. The Recipient will take the necessary action to ensure that any
Contract between the Recipient and a Third Party contains a provision to that effect.

A.20.0 ASSIGNMENT OF AGREEMENT OR FUNDS

A.20.1 No Assignment. The Recipient will not, without the prior written consent of the
Province, assign any of its rights or obligations under the Agreement.

A.20.2 Agreement Binding. All rights and obligations contained in the Agreement will extend
to and be binding on:

(a) the Recipient’s successors and permitted assigns; and

(b) the successors to Her Majesty the Queen in right of Ontario.

A.21.0 GOVERNING LAW

A.21.1 Governing Law. The Agreement and the rights, obligations, and relations of the
Parties will be governed by and construed in accordance with the laws of the Province
of Ontario and the applicable federal laws of Canada. Any actions or proceedings
arising in connection with the Agreement will be conducted in the courts of Ontario,
which will have exclusive jurisdiction over such proceedings.

A.22.0 FURTHER ASSURANCES

A.22.1 Agreement into Effect. The Recipient will:

(a) provide such further assurances as the Province may request from time to time in
respect to any mailer to which the Agreement pertains: and

(b) do or cause to be done all acts or things necessary to implement and carry into
effect the terms and conditions of the Agreement to their full extent.

A.23.0 JOINT AND SEVERAL LIABILITY

A.23.1 Joint and Several Liability. Where the Recipient is comprised of more than one
entity, each entity will be jointly and severally liable to the Province for the fulfillment of
the obligations of the Recipient under the Agreement

A.24.0 RIGHTS AND REMEDIES CUMULATIVE & JOINT AUTHORSHIP

A24.1 Rights and Remedies Cumulative. The rights and remedies of the Province under
the Agreement are cumulative and are in addition to, and not in substitution for, any of
its rights and remedies provided by law or in equity.

A24.2 Joint Authorship Of Agreement. Each and every provision of this Agreement shall
be construed as though both Parties participated equally in the drafting of same, and
any rule of construction that a document shall be construed against the drafting party,
including without limitation, the doctrine commonly known as contra proferentem, shall
not be applicable to this Agreement. The Parties shall not seek to avoid a provision
herein because of its authorship through recourse to a third-party, court, tribunal or
arbitrator.

A.25.0 FAILURE TO COMPLY WITH OTHER AGREEMENTS

A.25.1 Other Agreements. If the Recipient:

(a) has failed to comply with any term, condition, or obligation under any other
agreement with Her Majesty the Queen in right of Ontario or one of Her agencies
(a Failure”);

(b) has been provided with notice of such Failure in accordance with the
requirements of such other agreement;

(c) has, if applicable, failed to rectify such Failure in accordance with the
requirements of such other agreement; and

(d) such Failure is continuing,
the Province, at its sole discretion, may suspend the payment of Funds for such period
as the Province determines appropriate and may demand immediate repayment or
deduct such amounts owing plus any Interest Earned from the remaining Funds. if any,
as a result of such Failure.

A.26.0 SURVIVAL

A.26.1 Survival. Any rights and obligations of the Parties that, by their nature, extend beyond
the termination of the Agreement will continue in full force and effect for a period of
seven years from the date of expiry or termination of the Agreement, unless otherwise
specified herein. Surviving provisions include, without limitation, the following Articles.
sections and paragraphs. and all applicable cross-referenced Articles, sections,
paragraphs, schedules, and sub-schedules: Articles 1.0 (Entire Agreement), 2.0
(Conflict or Inconsistency), 5.1 (Acknowledgement from Recipient), 6.0 (Canada’s
Rights and Information Sharing with Canada), A.1.0 (Interpretation and Definitions)
and any other applicable definitions, A.2.0 (Representations. Warranties, and
Covenants), A.4.2(c), sections A.4.4 (Interest-Bearing Account), A.4.5 (Interest), A.4.6
(Maximum Funds and Recovery of Excesses), A.4.8 (Rebates, Credits, and Refunds),
A.4.9 (Recipient’s Acknowledgement of Responsibility for Projects), A.5.5 (Disposal of
Assets), A.5.6 (Revenue from Assets), A.7.1 (Province and Canada Include), A.7.2
(Preparation and Submission) (to the extent that the Recipient has not provided the
Reports or other reports as may have been requested to the satisfaction of the
Province), A.7.3 (Record Maintenance), A.7.4 (Records Review), A.7.5 (Inspection and
Removal), A.7.6 (Cooperation), A.7.7 (No Control of Records), A.7.8 (Auditor General
(Ontario and Canada)), A.7.9 (Sharing of Audit Findings and Reports), A.7.10
(Evaluation), A.7.11 (Calculations), Articles A.8.O (Communications Requirements),
A.9.0 (Limitation of Liability and Indemnity), A.10.1 (Recipient’s Insurance) (for a period
of 90 Business Days from the date of expiry or termination of the Agreement of the
Agreement), sections A.1 1.2 (Consequences of Termination on Notice by the
Province). A.12.1 (Events of Default), paragraphs A.12.2(d). (e), (f), (g). (h) and (i),
A.13.0 (Funds Upon Expiry), A.14.0 (Debt Due and Payment). A.15.0 (Notice), and
A.17.0 (Severability of Provisions), section A20.2 (Agreement Binding), and Articles
A21 .0 (Governing Law), A.23.O (Joint and Several Liability), A.24.O (Rights and
Remedies Cumulative & Joint Authorship), A.26.0 (Survival), A.27.0 (Environmental
Requirements and Assessments), A.28.0 (Aboriginal Consultation), and A.31 .0
(Special Conditions).

A.27.0 ENVIRONMENTAL REQUIREMENTS AND ASSESSMENTS

A.27.1 Federal Environmental Requirements. Without limitation to the Recipient’s
obligations to comply with Environmental Laws and for greater clarity:

(a) no site preparation, removal of vegetation or construction will occur in respect of
any Project; and

(b) the Province will have no obligation to pay any Eligible Expenditures that are
capital costs, as determined by the Province, until Canada is satisfied that federal
requirements are met, and continue to be met, under the following:

(i) Canadian Environmental Assessment Act: 2012 or the Impact Assessment
Act:

(ii) other applicable environmental assessment legislation that is or may come into force during the term of the Agreement; and

(iii) other applicable agreements between Canada and Aboriginal Communities.

A.27.2 Assessments. The Recipient will complete the assessments that are further
described in Schedule “D” (Reports).

A.28.0 ABORIGINAL CONSULTATION

A.28.1 Aboriginal Consultation Protocol. The Parties agree to be bound by the terms and
conditions of the Aboriginal Consultation Protocol provided for in Schedule “I”
(Aboriginal Consultation Protocol).

A.28.2 Legal Duty to Consult. Until Canada and, if applicable, the Province are satisfied that
any legal duty to consult and, where appropriate, to accommodate Aboriginal
Communities, or any other federal consultation requirement, has been, and continues
to be met:

(a) no site preparation, removal of vegetation or construction will occur in respect of
any Project; and

(b) despite section A.4.1, the Province has no obligation to pay any Eligible
Expenditures that are capital costs, as determined by the Province and Canada;
and, for any Project requiring consultation, Canada and, if applicable, the
Province must be satisfied that:

(i) Aboriginal Communities have been notified and, if applicable, consulted;

(ii) where consultation has occurred, the Recipient has provided a summary of
consultation or engagement activities, including a list of Aboriginal
Communities consulted, concerns raised, and how each of the concerns
have been addressed or, if not addressed, an explanation as to why not;

(iii) the Recipient is carrying out accommodation measures, where appropriate;
and

(iv) any other information has been provided which Canada or the Province, or
both, may deem appropriate.

A.28.3 Funding Conditional upon Meeting Aboriginal Consultation Obligations. No
Funds will be provided to the Recipient under the Agreement unless Canada and, if
applicable in the opinion of the Province, the Province are satisfied that their
respective obligations have been met in respect of the legal duty to consult and, if
applicable, accommodate any Aboriginal Community.

A.29.0 COMMITTEE

A.29.1 Establishment of Committee. The Province may, at its sole discretion, require the
establishment of a committee to oversee the Agreement (the “Committee”).

A.29.2 Notice of Establishment of Committee. Upon Notice from the Province, the Parties
will hold an initial meeting to establish, in accordance with Schedule “K” (Committee),
the Committee described in section A.29.1 (Establishment of Committee).

A.30.0 DISPUTE RESOLUTION

A.30.1 Contentious Issues. The Parties will keep each other informed of any issues that
could be contentious.

A.30.2 Examination by the Committee and Parties. If a contentious issue arises and a
Committee has been established under section A.29.1 (Establishment of Committee),
the Parties will refer the contentious issue that may arise to the Committee for
examination. In the absence of a Committee, the Parties will examine the contentious
issue.

A.30.3 Potential Dispute Resolution by Committee. The Committee or the Parties, as the
case may be, will attempt, reasonably and in good faith, to resolve disputes as soon
as possible and, in any event, within, for the Committee, 30 days, or, for the Parties,
90 days of receiving Notice of a contentious issue.

A.30.4 Dispute Resolution by the Parties. If the Committee cannot agree on a resolution,
the matter will be referred to the Parties for resolution. The Parties will provide a
decision within 60 Business Days of the Notice.

A.30.5 Alternative Mechanisms for Dispute Resolutions. Where the Parties cannot agree
on a resolution, the Parties may use any alternative dispute resolution mechanisms
available to them to resolve the issue.

A.30.6 Suspension of Payments. The Province may suspend any payments related to any
contentious issue or dispute raised by either Party, together with the obligations
related to such issue, pending resolution.

A.31.0 SPECIAL CONDITIONS

A.31.1 Special Conditions. The Province’s funding under the Agreement is conditional upon,

(a) on or before the Effective Date, the Recipient having provided to the satisfaction
of the Province with:

(i) a copy of the by-law(s), council resolution(s) or both or any other necessary
instrument applicable to the Recipient authorizing its entry into the
Agreement;

(ii) the certificates of insurance or any other proof the Province may request
pursuant to section A.10.2 (Proof of Insurance);

(iii) banking information, such as a void cheque or a bank letter, for an interest-bearing
account in the name of the Recipient at a Canadian financial
institution, into which the Province may transfer funds electronically; and

(iv) any other Reports requested by the Province in the format specified.

(b) prior to submitting a request for payment in respect of any Project under the
Agreement if required by the Province,

(i) the Recipient having provided to the satisfaction of the Province with
written confirmation that:

a. the Recipient is in compliance with all Environmental Laws, including
the Recipient’s obligations under section A.27.1 (Federal Environmental
Requirements), and has obtained all necessary approvals and permits;

b. the Recipient has met any requirements under Article A28.0 (Aboriginal
Consultation) that may apply to the Project; and

c. the Recipient has the necessary ownership of any real property
required for the completion of the Project; and

(ii) the Recipient having provided to the satisfaction of the Province with any
required assessments pursuant to Article A.27.0 (Environmental
Requirements and Assessments); and

For greater certainty, if the Province provides any Funds to the Recipient before the conditions set out in this Article A.31 .0 (Special Conditions) have been met, and
unless the Province has waived compliance with such condition in writing, the Province may exercise one or more of the remedies available to it pursuant to section A.12.2 (Consequences of Event of Default and Corrective Action).

 

END OF GENERAL TERMS AND CONDITIONS

[SCHEDULE “B” — SPECIFIC INFORMATION FOLLOWS]

SCHEDULE “B”

SPECIFIC INFORMATION

B.1.0 EXPIRATION DATE

B.1.1 Expiration date. The Expiration Date is December 31, 2024.

B.2.0 MAXIMUM FUNDS

B.2.1 Maximum Funds. Maximum Funds means, for each Project, the sum of Canada’s
Maximum Contribution and Ontario’s Maximum Contribution as set out in Sub-schedule
“C.1” (Project Description and Financial Information).

B.3.0 ADDRESSEES

B.3.1 Addressees. All Reports and Notices under the Agreement will be submitted to the
Province at the address listed below:

Contact information for the purposes of Notice to the Province

Address:
Ministry of Infrastructure
Infrastructure Program Delivery Branch
777 Bay Street. Floor 4, Suite 425
Toronto, Ontario. M7A 2J3

Attention: Manager, Program Delivery Unit

Email: ICIPCOVID@ontario.ca

Contact information for the purposes of Notice to the Recipient

Position: CAO/Treasurer
Address: 3560 County Rd 26 Road, ON, Prescott, K0E1T0
Email: rmorrison@augusta.ca

SCHEDULE “C”
PROJECT DESCRIPTION, FINANCIAL INFORMATION, AND PROJECT STANDARDS

C.1.0 PROJECT DESCRIPTION

C.1 .1 Project Description. The Recipient will carry out each Project as described in Subschedule
“C.1” (Project Description and Financial Information). Notwithstanding
anything to the contrary, the Construction Start for any Project must occur by
September 30, 2021, or any other date with the prior written consent of the Province.

C.2.0 PROJECT STANDARDS

C.2.1 Canada’s Requirements for Standards. In addition to any other standards that the
Recipient must meet or exceed for each Project, the Recipient will ensure the Project
meets or exceeds the following:

(a) any applicable energy efficiency standards for buildings outlined in Canada’s
Pan-Canadian Framework On Clean Growth and Climate Change provided by
Canada at www.canada.ca/en/services/environment/weather/climatechange/pan
canadian-framework.html, or at any other location the Province may provide; and

(b) the accessibility requirements of the highest accessibility standards published in
Ontario, in addition to accessibility requirements in applicable provincial building
codes and relevant municipal by-laws.

C.3.0 CHANGES TO THE PROJECT DESCRIPTION, FINANCIAL INFORMATION,
TIMELINES, AND PROJECT STANDARDS

C.3.1 Province’s and Canada’s Consent. Any change to any Project will require the
Province’s and Canada’s consent. When seeking to make a change in respect of any
Project, the Recipient will submit updated Project information and any other information
that the Province or Canada, or both, may require to the satisfaction of Canada and the
Province.

SUB-SCHEDULE “C.1”
PROJECT DESCRIPTION AND FINANCIAL INFORMATION

(a) List of Projects

Project ID = 2020-11-1-1465272707

Project Title = Augusta Public Works Building Renovations

Federal Approval Date (MM/DD/YYYY) = 03/18/2021

Total Eligible Expenditures of the Project ($) = $100,000.00

Canada’s Maximum Contribution ($) = $80,000.00

Percentage of Federal Support (%) = 80%

Ontario’s Maximum Contributor ($) = $20,000.00

Percentage of Provincial Support (%) = 20%

(b) Project Description

(i) Project – Augusta Public Works Building Renovations, case #2020-11-1-1465272707.

This project will perform vital maintenance to extend the life of the Public Works
building that has only had minimal repairs over the last 30 years and provide the
capability for the asset to work as sustainable community support infrastructure for
residents.

This project’s activities will include the demolition and reconstruction of framing shell,
insulation and sub floors. This will include materials and contractor labour to
reconfigure and modify the existing space of the building to better meet the changing
needs of the department and its staff during COVID times and in the future.

This will result in lowering future energy costs, GHG emissions and maintenance
requirements. The fleet and operational equipment will be able to be housed inside,
winter maintenance response times would be improved, as well as a reduction in
weather damage/wear, extending the lifetime of the equipment assets.

[SCHEDULE “D”— REPORTS FOLLOWS]

SCHEDULE “D”
REPORTS

D.1.0 REPORTING REQUIREMENTS

D.1.1 Reports. The Recipient, with respect to each Project, will submit all Reports to the
Province in a manner, format, at such dates and with such content, as may be
prescribed by the Province from time to time, at its sole discretion, prior to its required
submission by the Province. Without limitation and at the sole discretion of the Province,
Reports will include the following:

(a) Progress Reports. The Recipient will submit Progress Reports to the Province
in a format and on the dates to be prescribed by the Province. Progress Reports
will be submitted by the Recipient no less frequently than twice a year;

(b) Claim Reports. The Recipient, with respect to each Project, will submit one (1)
request for payment for Eligible Expenditures in a format to be prescribed by the
Province within 60 Business Days of reaching Substantial Completion. The
request for payment must be submitted by an authorized representative of the
Recipient and, subject to any other information the Province, at its sole
discretion, may require from time to time, shall include:

(i) a detailed breakdown of invoices that are being claimed for
reimbursement; and

(ii) copies of invoices.

Subject to the prior written consent of the Province, which shall be at the
Province’s sole and absolute discretion, the Recipient may request in writing the
submission of a request for payment on a more frequent basis. Notwithstanding
anything to the contrary, such request shall in no circumstance be more frequent
than once per quarter.

(c) Reporting Requirements at Project Substantial Completion. Within 60
Business Days of reaching Substantial Completion, the Recipient shall submit:

(i) a declaration of project Substantial Completion;

(ii) a final Progress Report in a manner, format, and with such content as may
be prescribed by the Province;

(iii) a copy of the report for the compliance audit carried out pursuant to Article
D.4.0 (Compliance Audit(s));

(iv) a summary of any Communications Activities made for the Project; and,

(v) a photograph of the Project.

(d) Other Reports. Any other reports that the Province so directs on or before such
date and with such content as the Province directs.

D.2.0 ABORIGINAL CONSULTATION RECORD

D.2.1 Inclusion of Aboriginal Consultation Record. The Recipient will include an updated
Aboriginal Consultation Record, if consultation with any Aboriginal Community is
required, in its Progress Report.

D.3.0 RISK ASSESSMENT

D.3.1 Further Details on Risk Assessment. Upon the Province’s written request and within
the timelines set out by the Province, the Recipient will provide further details on the risk
assessment in respect of each Project.

D.4.0 COMPLIANCE AUDIT(S)

D.4.1 Compliance Audit(s). Without limiting the generality of section A.7.4 (Records
Review). if requested by the Province from time to time, which request shall be at the
Province’s sole discretion, the Recipient, at its own expense, will forthwith retain an
independent third party auditor to conduct one or more compliance audits of the
Recipient or any Project. The audit will be conducted in accordance with Canadian
Generally Accepted Auditing Standards, as adopted by the Canadian Institute of
Chartered Accountants, applicable as of the date on which a record is kept or required
to be kept under such standards. In addition, the audit will assess the Recipient’s
compliance with the terms of the Agreement and will address, with respect to each
Project, without limitation, the following:

(a) whether the Funds were spent in accordance with the Agreement and with due
regard to economy, efficiency, and effectiveness;

(b) the Project’s progress or state of completion;

(c) whether the financial information the Recipient provided is complete, accurate,
and timely, and in accordance with the Agreement;

(d) whether the Recipient’s information and monitoring processes and systems are
adequate to identify, capture, validate, and monitor the achievement of intended
benefits of the Project;

(e) the overall management and administration of the Project;

(f) recommendations for improvement or redress; and

(g) whether prompt and timely corrective action is taken on prior audit findings.

[SCHEDULE “E” – ELIGIBLE EXPENDITURES AND INELIGIBLE EXPENDITURES
FOLLOWS]

SCHEDULE “E”
ELIGIBLE EXPENDITURES AND INELIGIBLE EXPENDITURES

E.1.0 ELIGIBLE EXPENDITURES

E.1.1 Notwithstanding anything to the contrary herein the Agreement, for each Project,
Eligible Expenditures shall only include those direct costs that are considered, in the
Province’s and Canada’s sole and absolute discretion, to be directly necessary for the
successful completion of the Project, and must be properly and reasonably incurred and
paid to an arm’s length party as evidenced by invoices, receipts or other records that
are satisfactory to the Province and Canada, in their sole and absolute discretion, and
that are associated with the acquisition, planning, environmental assessments, design
and engineering, project management, materials and construction or renovation of the
Project. Eligible Expenditures exclude costs set out as Ineligible Expenditures in section
E.2.1 below, but may include:

(a) The incremental costs of the Recipient’s staff or employees provided that:

(i) The Recipient is able to demonstrate that it is not economically feasible to
tender a Contract that ensures the acquisition of the required services at
the best value for money; and

(ii) The arrangement is approved in advance in writing by the Province and
Canada.

(b) Any costs that are determined by the Province and Canada, in their sole
discretion, to be Eligible Expenditures; and

(c) Notwithstanding section E.2.1(a) of this Schedule, expenditures related to the
Project associated with completing climate lens assessments or associated with
Aboriginal consultation and engagement activities, if applicable, that were
incurred after February 15, 2018.

E.2.0 INELIGIBLE EXPENDITURES

E.2.1 Without limiting the discretion of the Province and Canada in section E.1.1, for each
Project, the following costs are Ineligible Expenditures and are therefore ineligible to be
paid from the Funds:

(a) Costs incurred prior to the Federal Approval Date;

(b) Costs incurred after December31, 2021 or any other date with the prior written
consent of the Province;

(c) All expenditures related to Contracts signed prior to the Federal Approval Date;

(d) Costs incurred for terminated or cancelled Projects;

(e) Costs related to developing a business case or proposal or application for
funding;

(f) Costs associated with the acquisition, expropriation or leasing of

(i) Land,

(ii) Buildings, or

(iii) Other facilities

(g) Costs associated with the acquisition or leasing of equipment other than
equipment directly related to the construction, improvement, repair, rehabilitation
or reconstruction of the Project where the Province has not provided its prior
written approval;

(h) Costs that have not been claimed for reimbursement by the date that is 60
Business Days following Substantial Completion;

(i) Capital costs, including site preparation and construction costs, until Canada and
if applicable the Province have confirmed in writing that environmental
assessment and Aboriginal consultation obligations have been fully met and
continue to be fully met;

(j) Costs related to any component of the Project other than its approved scope;

(k) Real estate fees and related costs;

(l) Costs incurred for the general operation, repair and regularly scheduled
maintenance of the Project;

(m) Services or works normally provided by the Recipient, incurred in the course of
implementation of the Project, except those specified as Eligible Expenditures;

(n) Expenditures related to any goods and services which are received through
donations or in-kind contributions;

(o) Any overhead costs, including salaries and other employment benefits of any
employees of the Recipient, 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,
except in accordance with the list of Eligible Expenditures above;

(p) Unreasonable meal, hospitality or incidental costs or expenses of any Third
Party;

(q) Any amount for which the Recipient has received, will receive or is eligible to
receive, a rebate, credit or refund, in full or in pad;

(r) Taxes of any kind;

(s) Costs of relocating entire communities;

(t) In the Province’s sole discretion, the costs of communication activities
undertaken by the Recipient that did not conform with the requirements of the
Communications Protocol in Schedule “G”;

(u) Any amounts incurred or paid by the Recipient to an entity that is not at arm’s
length from the Recipient, except in accordance with the list of Eligible
Expenditures above;

(v) Costs incurred contrary to Article A.5.0 (Recipient’s Acquisition of Goods or
Services, Contract Provisions, and Disposal of Assets) of Schedule “A” (General
Terms and Conditions) of this Agreement;

(w) The costs, charges, penalties or fees incurred or paid by the Recipient in the
process of having a cost determined to be an Ineligible Expenditure.

(x) Costs, charges, penalties or fees incurred or paid by the Recipient that are a
result of late or non-payment, rush requests, or contract termination or non
compliance;

(y) Legal fees, financing charges and loan interest payments, including those related
to easements (e.g., surveys);

(z) Costs of furnishings and non-fixed assets which are not essential for the
operation of the funded Asset or Project, as well as all costs associated with
moveable assets or rolling stock;

(aa) Any costs determined by the Province and Canada, in their sole discretion, to be
associated with:

(i) tourism infrastructure;

(ii) a facility that serves as a home to a professional sports team; or

(iii) a planning project;

(bb) Any other cost which is not specifically listed as an Eligible Expenditure under
Article E.1.0 (Eligible Expenditures) and which, in the opinion of the Province, is
considered to be ineligible.

[SCHEDULE “F” — EVALUATION FOLLOWS]

SCHEDULE “F”
EVALUATION

F.1.0 PROJECT AND ICIP EVALUATIONS

F.1.1 Recipient’s Participation in Project and ICIP Evaluations. The Recipient
understands that the Province or Canada, or both, may ask the Recipient to participate
in one or more evaluations in respect of any Project or the ICIP during and for a period
of up to six years after March 31, 2028. The Recipient agrees. if asked and at its own
expense, to provide Project-related information to the Province or Canada, or both, for
any evaluation.

F.1.2 Results of Project and ICIP Evaluations. The result of any evaluation carried under
section F.1 .1 (Recipient’s Participation in Project and ICIP Evaluations) will be made
available to the public, subject to all applicable laws and policy requirements.

[SCHEDULE “G” — COMMUNICATIONS PROTOCOL FOLLOWS]

SCHEDULE “G”
COMMUNICATIONS PROTOCOL

G.1.0 DEFINITIONS

C.1.1 Definitions. For the purposes of this Schedule “C” (Communications Protocol):

Joint Communications” means events, news releases, and signage that relate to
the Agreement or the Bilateral Agreement, or both, that are not operational in nature,
and that are collaboratively developed and approved by,

(a) in the case of the Bilateral Agreement, Canada, the Province and the Recipient;
and

(b) in the case of the Agreement, the Province and the Recipient.

G.2.0 PURPOSE

G.2.1 Purpose. This communications protocol outlines the roles and responsibilities of each
of the Parties to the Agreement in respect of Communications Activities related to
each Project.

G.2.2 Guidance. This communications protocol will guide all planning, development and
implementation of Communications Activities with a view to ensuring efficient,
structured, continuous, consistent, and coordinated communications to the Canadian
public.

G.2.3 Application to Communications Activities. The provisions of this communications
protocol apply to all Communications Activities related to the Agreement and each
Project.

G.3.O GUIDING PRINCIPLES

G.3.1 Information to Canadians. Communications Activities undertaken through this
communications protocol should ensure that Canadians are informed about the
Project’s benefits, including the ways in which the Project helps improve their quality
of life.

G.3.2 Factors to Consider. The scale and scope of Communications Activities undertaken
for any Project will take into consideration the financial value, scope and duration of
the Project and the feasibility of Joint Communications for such Communications
Activities.

G.3.3 Deficiencies and Corrective Actions. The Province will communicate to the
Recipient any deficiencies or corrective actions, or both, identified by the Province,
Canada or, as applicable, the Committee.

G.3.4 Approval of Communications Material. The announcement or publication of the
Project must be approved by the Parties and Canada prior to being carried out.

G.3.5 Costs of Communication Activities. With the exception of advertising campaigns
outlined in Article 0.10.0 (Advertising Campaigns), the costs of Communication
Activities and signage will follow the eligibility rules established in Schedule “F”
(Eligible Expenditures and Ineligible Expenditures).

G.4.0 JOINT COMMUNICATIONS

G.4.1 Subject Matter. The Parties and Canada may have Joint Communications about the
funding and status of each Project.

G.4.2 Prior Knowledge and Agreement. Joint Communications in respect of any Project
should not occur without the prior knowledge and agreement of the Parties and
Canada.

G.4.3 Recognition of the Province’s and Canada’s Contributions. All Joint
Communications material must be approved by the Province and Canada and will
recognize the Province’s and Canada’s contribution or the Total Financial Assistance,
or both, received in respect of any Project.

G.4.4 Notice and Timing. The Recipient and the Province, on its own behalf or that of
Canada, may request Joint Communications. The Party requesting the Joint
Communications will provide at least 15 Business Days’ notice to the other Party. If
the Communications Activity is an event, it will take place at a date and location
mutually agreed to by the Parties and, if applicable, Canada.

G.4.5 Participation and Representatives. The Party requesting a Joint Communications
will provide the opportunity for the other Party and Canada to choose to participate
and, if they do so choose, their own designated representative (in the case of an
event).

G.4.6 English and French. Canada has an obligation to communicate in English and
French. Communications products related to events must be bilingual and include the
Canada word mark and the logos of the Parties. In such cases, Canada will provide
the translation services and final approval on products.

G.4.7 Table of Precedence for Canada. The conduct of all Joint Communications will, as
applicable, follow the Table of Precedence for Canada provided by Canada at wwwcanada.ca/en/canadian-heritage/services/protocol-guidelines-special
event/table-precedence-canada.html, or at any other location as the Province may
provide.

G.5.0 INDIVIDUAL COMMUNICATIONS

G.5.1 Canada’s Obligations. Notwithstanding Article G.4.0 (Joint Communications), the
Parties agree that Canada or the Province, or both, have the right to communicate
information to Canadians and Ontarians about the Agreement and the use of Funds to
meet its legislated and regulatory obligations through their respective own
Communications Activities.

G.5.2 Restrictions. Each Party may include general ICIP messaging and an overview in
respect of any Project in their own Communications Activities. The Province and the
Recipient will not unreasonably restrict the use of, for their own purposes,
Communications Activities related to any Project and, if the communications are web – or
social-media based, the ability to link to it. Canada has also agreed, in the Bilateral
Agreement, to the above.

G.5.3 Publication. The Recipient will indicate, in respect of any Project-related publications,
whether written, oral, or visual, that the views expressed in the publication are the
views of the Recipient and do not necessarily reflect those of Canada and the
Province.

G.5.4 Canada’s Recognition in Documents. In respect of any Project where the
deliverable is a document, such as but not limited to plans, reports, studies, strategies,
training material, webinars, and workshops, the Recipient will clearly recognize
Canada’s and the Province’s respective financial contribution for the Project.

G.5.5 Acknowledgement of Support. Unless the Province directs the Recipient to do
otherwise, the Recipient will, in respect of any Project-related publications, whether
written, oral, or visual, acknowledge the Province’s and Canada’s support for the
Project.

G.6.0 OPERATIONAL COMMUNICATIONS

G.6.1 Responsibility of Recipient. The Recipient is solely responsible for operational
communications in respect of each Project, including but not limited to calls for tender,
contract awards, and construction and public safety notices. Operational
communications as described above are not subject to the Official Languages Act of
Canada.

G.7.0 MEDIA RELATIONS

G.7.1 Significant Media Inquiry. The Province and the Recipient will share information
promptly with the other Party and Canada if significant media inquiries are received or
emerging media or stakeholder issues arise in respect of a Project or the ICIP.

G.8.0 SIGNAGE

G.8.1 Recognition of Funding Contribution. The Parties agree that Canada, the Province
and the Recipient may each have signage recognizing their funding contribution in
respect of each Project.

G.8.2 Funding Recognition. Unless otherwise agreed by Canada or the Province, or both,
the Recipient will produce and install a sign to recognize the funding contributed by
the Province or Canada, or both, at each Project site in accordance with, as
applicable, their current respective signage guidelines. Federal sign design, content.
and installation guidelines will be provided by Canada. Provincial sign design, content,
and installation guidelines will be provided by the Province.

G.8.3 Permanent Plaque. Where the Recipient decides to install a permanent plaque or
another suitable marker in respect of any Project, the Recipient will:

(a) on the marker, recognize the Province’s and Canada’s contributions; and

(b) prior to installing the marker, seek the prior written approval of both Canada and
the Province, each respectively, for its content and installation.

G.8.4 Notice of Sign Installation. The Recipient will inform the Province of sign
installations, including providing the Province with photographs of the sign, once the
sign has been installed.

G.8.5 Timing for Erection of Sign. If erected, signage recognizing Canada’s and the
Province’s respective contributions will be installed at the Project site(s) 30 days prior
to the start of construction, be visible for the duration of the Project, and remain in
place until 30 days after construction is completed and the infrastructure is fully
operational or opened for public use.

G.86 Size of Sign. If erected, signage recognizing Canada’s and the Province’s respective
contribution will be at least equivalent in size and prominence to Project signage for
contributions by other orders of government and will be installed in a prominent and
visible location that takes into consideration pedestrian and traffic safety and visibility.

G.8.7 Responsibility of Recipient. The Recipient is responsible for the production and
installation of Project signage, and for maintaining the signage in a good state of repair
during the Project, or as otherwise agreed upon.

G.9.0 COMMUNICATING WITH RECIPIENT

G.9.1 Facilitation of Communications. The Province agrees to facilitate, as required,
communications between Canada and the Recipient for Communications Activities.

G.10.0 ADVERTISING CAMPAIGNS

G.10.1 Notice of Advertising Campaigns. Recognizing that advertising can be an effective
means of communicating with the public, the Recipient agrees that Canada or the
Province, or both, may, at their own cost, organize an advertising or public information
campaign in respect of any Project or the Agreement. However, such a campaign will
respect the provisions of the Agreement. In the event of such a campaign, Canada or
the Province will inform each other and the Recipient of its intention no less than 21
Business Days prior to the campaign launch.

[SCHEDULE “H” — DISPOSAL OF ASSETS FOLLOWS]

SCHEDULE “H”
DISPOSAL OF ASSETS

H.1.0 DEFINITIONS

H.1.1 Definitions. For the purposes of this Schedule “H” (Disposal of Assets):

Asset Disposal Period” means the period commencing on the Effective Date and
ending five (5) years after the Expiration Date.

H.2.0 DISPOSAL OF ASSETS

H.2.1 Asset Disposal Period. Unless otherwise agreed to by the Province, the Recipient will
maintain the ongoing operations and retain title to and ownership of any Asset acquired
in respect of any Project for the Asset Disposal Period.

H.2.2 Disposal of Asset and Payment. If, at anytime within the Asset Disposal Period, the
Recipient sells, leases, encumbers, or otherwise disposes, directly or indirectly, of any
Asset other than to Canada, the Province, or a municipal or regional government
established by or under provincial statute, the Province may require the Recipient to
reimburse the Province or Canada, via the Province, for any Funds received for any
Project.

[SCHEDULE “I” — ABORIGINAL CONSULTATION PROTOCOL FOLLOWS]

SCHEDULE “I”
ABORIGINAL CONSULTATION PROTOCOL

I.1.0 DEFINITIONS

I.1.1 Definitions. For the purposes of this Schedule “I” (Aboriginal Consultation Protocol):

Aboriginal Community”, also known as “Aboriginal Group”, includes First Nation,
Métis, and Inuit communities or peoples of Canada.

Aboriginal Consultation Plan” means the Aboriginal Consultation Plan described in
section 1.2.1 (Development of Plan).

I.2.0 ABORIGINAL CONSULTATION PLAN

I.2.1 Development of Plan. The Province, based on the scope and nature of the Project or
at the request of Canada, may require the Recipient! in consultation with the Province or
Canada, or both, to develop and comply with an Aboriginal consultation plan
(“Aboriginal Consultation Plan”) in respect of each Project.

I.2.2 Procedural Aspects of Aboriginal Consultation. If consultation with Aboriginal
Communities is required, the Recipient agrees that:

(a) the Province or Canada, or both, may delegate certain procedural aspects of the
consultation to the Recipient; and

(b) the Province or Canada, or both, will provide the Recipient with an initial list of the
Aboriginal Communities the Recipient will consult.

I.2.3 Provision of Plan to Province. If, pursuant to section 1.2.1 (Development of Plan), the
Province provides Notice to the Recipient that an Aboriginal Consultation Plan is
required, the Recipient will, within the timelines provided in the Notice, provide the
Province with a copy of the Aboriginal Consultation Plan.

I.2.4 Changes to Plan. The Recipient agrees that the Province or Canada, in the sole
discretion of the Province or Canada and from time to time, may require the Recipient to
make changes to the Aboriginal Consultation Plan.

I.3.0 ABORIGINAL CONSULTATION RECORD

I.3.1 Requirements for Aboriginal Consultation Record. If consultation with an Aboriginal
Community is required, the Recipient will maintain an Aboriginal Consultation Record and provide such record to the Province, and any update to it, as part of its reporting to
the Province pursuant to section D.2.1 (Inclusion of Aboriginal Consultation Record).

I.4.0 RESPONSIBILITIES OF THE RECIPIENT

I.4.1 Notification to and Direction from the Province. The Recipient. with respect to each
Project, will immediately notify the Province:

(a) of contact by Aboriginal Communities regarding the Project: or

(b) of any Aboriginal archaeological resources that are discovered in relation to the
Project,

and, in either case, the Recipient agrees that the Province or Canada, or both, may
direct the Recipient to take such actions as the Province or Canada. or both, may
require. The Recipient will comply with the Province’s or Canada’s direction.

I.4.2 Direction from the Province and Contracts. In any Contract, the Recipient
will provide for the Recipients right and ability to respond to direction from the Province
or Canada, or both, as the Province or Canada may provide in accordance with section
I.4.1 (Notification to and Direction from the Province).

[SCHEDULE “J” — REQUESTS FOR PAYMENT AND PAYMENT PROCEDURES
FOLLOWS]

SCHEDULE “J”
REQUESTS FOR PAYMENT AND PAYMENT PROCEDURES

J.1.0 PROCEDURES AND TIMING FOR REQUESTS FOR PAYMENT

J.1.1 Procedures. The procedures provided for in Article J.2.0 (Procedures for Requests for
Payment for Eligible Expenditures) of this Schedule “J” (Request for Payment and
Payment Procedures) will apply to requests for payment that the Recipient submits to
the Province under the Agreement.

J.1.2 Diligent and Timely Manner. the Recipient will submit its requests for payment for
Eligible Expenditures in respect of each Project to the Province in a diligent and timely
manner.

J.2.0 PROCEDURES FOR REQUESTS FOR PAYMENT FOR ELIGIBLE EXPENDITURES

J.2.1 Timing, Reports and Documents. The Recipient will submit each request for payment
for Eligible Expenditures in respect of each Project to the Province in accordance with
Schedule “D” (Reports) and, if the Province so requested pursuant to paragraph
K.4.1(f)), after review by the Committee.

J.3.0 PAYMENTS OF FUNDS

J.3.1 Payment by the Province. Subject to the terms and conditions of the Agreement, upon
receipt of a request for payment fully completed in accordance with this Schedule “J”
(Requests for Payment and Payment Procedures), the Province will use its reasonable
efforts to pay Funds to the Recipient based on the Recipient’s incurred and paid Eligible
Expenditures up to the Maximum Funds, if due and owing under the terms of the
Agreement. Claims will be reimbursed based on the Percentage of Provincial Support
and the Percentage of Federal Support as set out in Sub-schedule “C.1” (Project
Description and Financial Information).

J.3.2 For greater certainty and without limitation, before the Province makes a payment to the
Recipient, the following terms and conditions of the Agreement must be met, in the
opinion of the Province or Canada, or both:

(a) the conditions set out in paragraph A.4.2(c) of Schedule ‘A”;

(b) the special conditions listed in Article A.31 .0 of Schedule “A” (Special Conditions);

(c) receipt and acceptance by the Province of all required Reports and other reports,
as applicable;

(d) compliance with all applicable audit requirements under the Agreement; and

(e) applicable communications requirements, as set out Schedule “G” (Communications Protocol).

J.3.3 The Province will under no circumstances be liable for interest for failure to make a
payment within the time limit provided for in this Article J.3.0 (Payments of Funds).

J.4.0 TIME LIMITS FOR REQUESTS FOR PAYMENTS

J.4.1 Timing. The Recipient will submit all requests for payment within 60 Business Days of
any Project’s Substantial Completion.

J.4.2 No Obligation for Payment. Notwithstanding anything to the contrary herein, the
Province will have no obligation to make any payment for a request for payment that is
received by the Province after 60 Business Days following the Substantial Completion of
any Project.

J.5.0 FINAL RECONCILIATION AND ADJUSTMENTS

J.5.1 Final Reconciliation and Adjustments. For each Project, following the submission of
the final Progress Report and the declaration of Substantial Completion, the Province
will carry out a final reconciliation of all requests for payments and payments in respect
of the Project and make any adjustments required in the circumstances.

J.6.0 HOLDBACK

J.6.1 Holdback. For each Project, the Province may hold back funding in accordance with
section A.4.12 (Retention of Contribution).

J.7.0 FINAL PAYMENT

J.7.1 Final Payment. Subject to paragraph A.4.2(c) of Schedule “A” (General Terms and
Conditions), the Province will pay to the Recipient the remainder of the Funds under the
Agreement, including the Holdback, after all of the conditions under section A.4.12
(Retention of Contribution) of Schedule “A” (General Terms and Conditions) have been
met.

[SCHEDULE “K” — COMMITTEE FOLLOWS]

SCHEDULE “K”
COMMITTEE

K.1.0 ESTABLISHMENT OF COMMITTEE

K.1 .1 Establishment and Term of Committee. If the Province requires the establishment of
a Committee to oversee the Agreement, pursuant to section A.29.1 (Establishment of
Committee). the Parties will, within 60 days of the Province providing Notice, hold an
initial meeting to establish the Committee. The Committee’s mandate will expire on the
Expiration Date of the Agreement

K.2.1 COMMITTEE MEMBERS, CO-CHAIRS, AND OBSERVERS

K.2.1 Appointments by the Province. The Province will appoint two persons as members of
the Committee.

K.2.2 Appointments by the Recipient. The Recipient will appoint two persons as members
of the Committee.

K.2.3 Chairs of the Committee. The Committee will be headed by co-chairs chosen from its
members, one appointed by the Province and one appointed by the Recipient. If a co
chairs absent or otherwise unable to act, the member of the Committee duly authorized
in writing by the Province or the Recipient, as applicable, will replace him or her and will
act as co-chair in his or her place.

K.2.4 Non-committee Member Staff. The Parties may invite any of their staff to participate in
Committee meetings. The Province may invite up to two representatives from Canada to
sit as observers on the Committee. For greater certainty, the staff and representative(s)
from Canada will not be considered members and will not be allowed to vote.

K.3.0 MEETINGS AND ADMINISTRATIVE MATTERS

K.3.1 Rules of Committee. The Committee will:

(a) meet at least two times a year, and at other times at the request of a co-chair;
and

(b) keep minutes of meetings approved and signed by the co-chairs as a true record
of the Committee meetings.

K.3.2 Quorum. A quorum for a meeting of the Committee will exist only when both co-chairs
are present.

K.4.0 COMMITTEE MANDATE

K.4.1 Mandate. Provided that no action taken by the Committee will conflict with the rights of
the Parties under the Agreement. the mandate of the Committee will include, but not be
limited to:

(a) monitoring the implementation of the Agreement including, without limitation, the
implementation of Schedule (Communications Protocol), for compliance with
the terms and conditions of the Agreement;

(b) acting as a forum to resolve potential issues or disputes and address concerns:

(c) reviewing and, as necessary. recommending to the Parties amendments to the
Agreement:

(d) approving and ensuring audit plans are carried out as per the Agreement;

(e) establishing sub-committees as needed;

(f) at the request of the Province, reviewing requests for payments: and

(g) attending to any other function required by the Agreement. including monitoring
project risk and mitigation, measures, or as mutually directed by the Parties.

K.4.2 Committee Decisions. Decisions of the Committee will be made as follows:

(a) the co-chairs will be the only voting members on the Committee; and

(b) decisions of the Committee must be unanimous and recorded in writing.

K.5.0 ROLE OF THE RECIPIENT

K.5.1 Requirements. The Recipient undertakes to fulfill, in addition to any other requirements
provided for in this Schedule ‘K’ (Committee), the following:

(a) establish a fixed location where the Agreement will be managed, and maintain it
until the expiry of the Committee’s mandate and, if relocation is required,
establish a new location;

(b) prepare and retain, at the location described in paragraph K.5.1. and make
available to the Committee, all documents needed for the work of the Committee,
including payment request forms, approval documents. contracts, and agendas
and minutes of meetings of the Committee and its subcommittees;

(c) ensure that any audit required of the Recipient pursuant to the Agreement is
carried out and the results are reported to the Committee;

(d) ensure that administrative and financial systems are developed and implemented
for any Project and the work of the Committee;

(e) promptly inform the Committee of all proposed changes in respect of any Project;
and

(f) provide the Committee, as requested and within the timelines set by the
Committee, and to the Committee’s satisfaction, project status information
related to Schedule “D” (Reports).