2015-117 Agreement with Minister Responsible for the 2015 Pan and Parapan American GamesThe Corporation of the Township of Oro-Medonte
By -Law No. 2015-117
A By-law to Authorize the Execution of an Agreement between
. The Corporation of the Township of Oro-Medonte and
Her Majesty The Queen in Right of Ontario, as represented by the Minister
Responsible for the 2015 Pan and Parapan American Games and
Toronto Organizing Committee for the 2015 Pan American and Parapan
American Games (T02015)
Whereas Section 5(3) of the Municipal Act, 2001, S.O. 2001, c.25, as amended,
provides that a municipal power, including a municipality's capacity, rights, powers
and privileges under Section 9, shall be exercised by by-law unless the municipality
is specifically authorized to do otherwise.
And Whereas Section 9 of the Municipal Act, 2001, S.O. 2001, c.25, as amended,
provides a municipalitythe capacity, rights, powers and privileges of a
natural person for the purpose of exercising its authority under this or any other Act.
And Whereas Section 224 of the Municipal Act, 2001, S.O. 2001, c.25, as
amended, provides that it is the role of Council to ensure that administrative
practices and procedures are in place to implement the decisions of Council.
And Whereas Council deems expedient to enter into a Pan/Parapan American
Games Incremental Services Transfer Payment Agreement between The Township
of Oro-Medonte, Her Majesty The Queen in Right of Ontario and Toronto
Organizing Committee for the 2015 Pan American and Parapan American Games
(T02015).
Now Therefore the Council of the Township of Oro-Medonte hereby enacts as
follows:
That the Clerk be authorized to execute the Pan/Parapan American Games
Incremental Services Transfer Payment Agreement between The Township
of Oro-Medonte, Her Majesty The Queen in Right of Ontario and Toronto
Organizing Committee for the 2015 Pan American and Parapan American
Games (T02015) attached hereto as Schedule "A" and forming part of this
by-law;
2. This by-law shall take effect on the final passing thereof.
By -Law Read a First, Second and Third time, and Passed this 25th day of June,
2015.
The Corporation of the Township of Oro-Medonte
PAN/PARAPAN AMERICAN GAMES INCREMENTAL SERVICES
TRANSFER PAYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") for the funding by the Province of incremental levels of services required
by the 2015 Pan American and Parapan American Games (the "Games") is made as of April 1, 2015 ("Effective
Date")
AMONG:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO
as represented by the Minister Responsible for the 2015 Pan and Parapan American
Games (the "Province")
AND
The Corporation of the Township of Oro-Medonte (the "Recipient")
AND FOR LIMITED
PURPOSES:
Toronto Organizing Committee for the 2015 Pan American
and Parapan American Games ('702015")
BACKGROUND:
A. The Province, Canada, the City of Toronto, the Canadian Olympic Committee, the Canadian
Paralympic Committee and T02015 are parties to the Multi Party Agreement, an agreement that
identifies each party's responsibilities for the Games (the "MPA"). The MPA assigns the responsibility
for planning, organizing, promoting, financing and staging the Games to T02015. A copy of the MPA
can be found at http://www.toronto20l5.ora/about-us/reference-documents.
B. The MPA also establishes the basic principles applicable to the provision of incremental services to the
Games. These principles include (i) the provision of normal levels of services to the Games at no cost to
the Games, (ii) the allocation of normal levels of staff resources for the required services in such a way as
to accommodate maximum deployment to the Games, deployment that does not result in any incremental
cost impact is to be provided at no cost to the Games and, subject to agreement, (iii) the provision of the
incremental levels of services requested by T02015.
C. T02015 and the Province agreed that, relying on the needs identified by T02015 and the expertise
provided by T02015 and provincial ministries, the Province would assume the lead role in negotiating
and providing funding for the provision of the incremental levels of services that are required to stage
the Games.
This Agreement sets out the terms and conditions applicable to the funding by the Province of the incremental
services described in Schedule "A" (the "Project").
CONSIDERATION: In consideration of the mutual covenants and agreements contained herein and for other
good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Province,
the Recipient and T02015 agree as follows:
Oro-Medonte IS TPA
ARTICLE 1 - INTERPRETATION AND DEFINITIONS
1.1 Interpretation.
(a) For the purposes of interpretation:
(i) words in the singular include the plural and vice -versa;
(ii) words in one gender include all genders;
(iii) the background and the headings do not form part of the Agreement; they are for reference
only and shall not affect the interpretation of the Agreement;
(iv) any reference to dollars or currency shall be to Canadian dollars and currency; and
(v) "include", "includes" and "including" denotes that the subsequent list is not exhaustive.
(b) In the event of a conflict between the terms of a Schedule and the main body of the Agreement, the
terms of the main body of the Agreement shall govern unless the terms of the applicable Schedule
specifically state otherwise. Capitalised words and phrases used in a Schedule shall have the
meaning set out in the main body of the Agreement, unless separately defined in the Schedule.
1.2 Definitions. In the Agreement, the following terms shall have the following meanings:
"Agreement" means this agreement entered into among the Province, the Recipient and T02015 and
includes all of the schedules listed in section 19.13 and any amending agreement entered into pursuant
to section 20.2.
"Budget" means the budget attached to the Agreement as Schedule "B".
"Business Day" means any working day, 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 has elected to be closed for business. Notwithstanding the foregoing,
from July 3, 2015 through August 17, 2015 Business Day means any day of the week Monday to Sunday
inclusive and includes the Civic Holiday on Monday August 3, 2015.
"Compliance Declaration" means a declaration in the form set out in Schedule "D".
"Contingency Funds" are funds that are only available for costs incurred for the delivery of Extraordinary
Incremental Services during Games' Time. Contingency Funds are identified in Schedule "B".
"Cost Submission" means the Report required from the Recipient to obtain Funds. The elements of a
Cost Submission are identified in Schedule "C".
"Effective Date" means the date set out at the top of the Agreement.
"Event of Default" has the meaning ascribed to it in section 14.1.
"Extraordinary Incremental Services" are services that meet the criteria set out in subsection 4.6.
"Funding Year" means: (i) in the case of the first Funding Year, the period commencing on the Effective
Date and ending on the following March 31; and (ii) 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.
"Funds" means the money the Province provides to the Recipient pursuant to the Agreement and
includes Contingency Funds.
"Games" means the 2015 Pan American and Parapan American Games.
"Games' Time" means the periods of July 7 to August 15, 2015.
Oro-Medonte IS TPA
Page 2 of 20
"Maximum Funds" means the maximum amount of funding available under this Agreement. Maximum
Funds are identified in Schedule "B".
"Notice" means any communication given or required to be given pursuant to the Agreement.
"Notice Period" means the period of time within which the Recipient is required to remedy an Event of
Default, and includes any such period or periods of time by which the Province considers it reasonable to
extend that time.
"Other Games -related Agreements" means any agreement between the Recipient and T02015 to
which the Province is not a party, other than this Agreement. Other Games -related Agreements include
trade mark licensing, venue rental, facility, sponsorship, services, and designation program agreements.
"Parties" means the Province and the Recipient.
"Party" means either the Province or the Recipient.
"Planning Document(s)" means the document or documents identified in Schedule A as the planning
document(s) applicable to a Service.
"Project" means the undertaking described in Schedule "A".
"Reports" means the reports described in Schedule "C" and such other reports as may be required from
time to time by the Province pursuant to this Agreement.
"Service" means a service identified in Schedule "A" and "Services" means more than one Service.
"Timelines" means the timelines for the delivery of a Services set out in the applicable Planning
Document or otherwise in Schedule "A".
ARTICLE 2 - REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1 General. The Recipient represents, warrants and covenants that:
(a) it is, and shall continue to be for the term of the Agreement, a validly existing legal entity with full
power to fulfill its obligations under the Agreement;
(b) it has, and shall continue to have for the term of the Agreement, the experience and expertise
necessary to carry out the Project;
(c) it is, and shall continue to be for the term of the Agreement, in compliance with all federal and
provincial laws and regulations, all municipal by-laws, and any other orders, rules and by-laws
related to any aspect of the Project, the Funds or both;
(d) any information or Reports the Recipient has provided or provides to the Province in support of its
request for funds (including, but not limited to, information relating to the development of the
Budget, a Cost Submission and a Compliance Declaration) was true and complete at the time the
Recipient provided it and shall continue to be true and complete for the term of the Agreement.
(e) it will provide the normal level of the Services and, subject to s. 4.6, the normal level of
Extraordinary Incremental Services to the Games at its own cost;
(f) it will not recover, nor seek to recover, under this Agreement any costs arising out of a
discretionary event put on by, or sponsored by, the Recipient or a third party;
(g) it will not profit, nor seek, to make a profit, on the Project;
(h) it will not recover, nor seek to recover, under this Agreement any costs related to a Recipient's
obligations in respect of the provision of services that the Recipient has agreed to provide under
Other Games -related Agreements;
(i) it will deploy its staff and resources so as to minimize the need for the Services and service levels
identified in Schedule "A" as well as any Extraordinary Incremental Services; and
Q) it will ensure that the Services and any Extraordinary Incremental Services required under the
Project will be provided to the Recipient's usual Service delivery standards and without interruption
for the applicable Timelines.
Oro-Medonte IS TPA
Page 3 of 20
2.2 Execution of Agreement. The Recipient represents and warrants that it has the full power and authority
to enter into the Agreement and it has taken all necessary actions to authorize the execution of the
Agreement.
2.3 Governance. The Recipient represents, warrants and covenants that it has, and shall maintain, in
writing for the period during which the Agreement is in effect:
(a)
a code of conduct and ethical responsibilities for all persons at all levels of the Recipient's
organization;
(b)
procedures to ensure the ongoing effective functioning of the Recipient;
(c)
decision-making mechanisms for the Recipient;
(d)
procedures to enable the Recipient to manage the Funds prudently and effectively;
(e)
procedures to enable the Recipient to complete the Project successfully;
(f)
procedures to enable the Recipient, in a timely manner, to identify risks to the completion of the
Project, and strategies to address the identified risks;
(g)
procedures to enable the preparation and delivery of all Reports required pursuant to Article 7; and
(h)
procedures to enable the Recipient to deal with such other matters as the Recipient considers
necessary to ensure that the Recipient carries out its obligations under the Agreement.
2.4 Supporting
Documentation. Upon request, the Recipient shall provide the Province with proof of the
matters referred to in this Article 2.
ARTICLE 3 - TERM OF THE AGREEMENT
3.1 Term. The term of the Agreement shall commence on the Effective Date and shall expire on March 31,
2016 unless terminated earlier pursuant to Article 12, Article 13 or Article 14.
ARTICLE 4 - FUNDS AND CARRYING OUT THE PROJECT
4.1 Funds Provided. Subject to the terms of this Agreement, the Province shall:
(a) provide the Recipient up to the Maximum Funds for the purpose of carrying out the Project;
(b) provide the Funds to the Recipient subject to the receipt of a Cost Submission acceptable to the
Province by the due date set out in Schedule "C"; and
(c) deposit the Funds into an account designated by the Recipient provided that the account resides at
a Canadian financial institution and is in the name of the Recipient.
4.2 Limitation on Payment of Funds. Despite section 4.1:
(a) the Province is not obligated to provide Funds until it is satisfied with the progress of the Project
and with any Cost Submission;
(b) the Province may adjust the amount of Funds it provides to the Recipient in any Funding Year
based upon the Province's assessment of the information provided by the Recipient pursuant to
section 7.1; and
(c) if, pursuant to the Financial Administration Act (Ontario), the Province does not receive the
necessary appropriation from the Ontario Legislature for payment under the Agreement, the
Province is not obligated to make any such payment, and, as a consequence, the Province may
reduce the amount of the Funds and, in consultation with the Recipient, change the Project or
terminate the Agreement pursuant to section 13.1.
4.3 Use of Funds and Project. The Recipient shall:
(a) carry out the Project in accordance with the applicable Planning Documents and the terms and
conditions of the Agreement;
(b) use the Funds only for the purpose of carrying out the Project; and
(c) subject to subsection 4.4 and 4.6, spend the Funds only in accordance with the Budget.
(d) not use the Funds to cover any specific cost that has or will be funded or reimbursed by any other
third party, including other ministries, agencies and organizations of the Government of Ontario.
4.4 Budget. Recognizing that a Recipient's actual costs for a Service may be more or less than the Budget
Oro-Medonte IS TPA Page 4 of 20
cost for that Service, the Recipient may move budgeted funds between line items within the Budget, as
long as the Budget Subtotal Before Contingency on Schedule "B" does not change and provided that
such change is consistent with the Recipient's obligations in section 4.3 of this Agreement and the terms
and conditions of this Agreement. This Budget flexibility does not extend to any funds allocated to
Contingency.
4.5 No Changes. The Recipient shall not make any changes to the Project, the Timelines or the Budget
without the prior written consent of the Province, except for the changes permitted under subsections 4.4
and 4.6 of this Agreement.
4.6 Contingency Funds and the Games' Time Delivery of Extraordinary Incremental Services
(a) Notwithstanding anything else in this Agreement the Contingency Funds are available solely for
the purpose of enabling a Recipient to deliver an Extraordinary Incremental Service during
Games' Time without seeking an amendment of the Agreement from the Province in advance of
delivering the Extraordinary Incremental Service.
(b) An Extraordinary Incremental Service means:
(i) a service level beyond the service level identified in Schedule "A"; or
(ii) a new service not identified in Schedule "A",
that
(iii) is not a service funded under an Other Games -related Agreement;
(iv) is not a service funded under another agreement with the Ontario government or a
third party;
(v) cannot be delivered within the Budget without access to the Contingency Funds; and
(vi) is not a fire, emergency medical or municipal transit service or related service.
(c) A claim for funding the delivery of an Extraordinary Incremental Service must, in the sole
discretion of the Province, be reasonable, justifiable and evidence -based. It must be submitted
as part of a Cost Submission and must include the following information together with supporting
evidence satisfactory to the Province:
(i) evidence of a Games' Time request or approval from an authorized T02015 or provincial
ministry personnel at a level equivalent to a Director or higher, to provide the Extraordinary
Incremental Services;
(ii) a description of the Extraordinary Incremental Service, the scope, the start and end dates
of service delivery together with an indication of whether the Extraordinary Incremental
Services is an increase in a service level required under Schedule A or an entirely new
service not provided for in Schedule "A";
(iii) If a new service, confirmation that the Recipient provided the normal level of the service
without cost, could not avoid costs through maximum deployment and is only seeking
funding for the incremental cost of the incremental level of the service;
(iv) confirmation that the Extraordinary Incremental Services were not funded by a third party
and were provided in accordance with the Agreement, including the applicable Planning
Documents;
(iv) evidence of the basis on which the cost for delivering the Extraordinary Incremental
Services was established; and
(v) the actual cost incurred by the Recipient to provide the Extraordinary Incremental Service,
less cost savings from maximum deployment of staff and resources as well as any costs
(including taxes) for which the Recipient has received, will receive, or is eligible to receive,
a rebate, credit, refund or funding from a third party.
(d) The Province will review all claims for Contingency Funding of Extraordinary Incremental
Services. Provided that the Province is satisfied that the claim meets the criteria set out above,
then the Province will fund the claim from the Contingency Funds.
Oro-Medonte IS TPA
Page 5 of 20
4.7 Interest Bearing Account. If the Province provides Funds to the Recipient prior to the Recipient's
immediate need for the Funds, the Recipient shall place the Funds in an interest bearing account in the
name of the Recipient at a Canadian financial institution.
4.8 Interest. If the Recipient earns any interest on the Funds, the Province may deduct an amount equal to
the interest from any further payment of Funds or demand from the Recipient the repayment of an
amount equal to the interest.
4.9 Maximum Funds. The Recipient acknowledges that the Funds available to it pursuant to the Agreement
shall not exceed the Maximum Funds.
4.10 Rebates, Credits and Refunds. The Recipient acknowledges that the amount of Funds available to it
pursuant to the Agreement is based on the actual costs to the Recipient, less any costs (including taxes)
for which the Recipient has received, will receive, or is eligible to receive, a rebate, credit or refund.
ARTICLE 5 - ACQUISITION OF GOODS OR SERVICES
5.1 Acquisition. If the Recipient acquires goods, services, or both with the Funds, it shall do so through a
process that promotes the best value for money.
ARTICLE 6 - CONFLICT OF INTEREST
6.1 No Conflict of Interest. The Recipient shall carry out the Project and use the Funds without an actual,
potential or perceived conflict of interest.
6.2 Conflict of Interest Includes. For the purposes of this Article, a conflict of interest includes any
circumstances where the Recipient or any person who has the capacity to influence the Recipient's
decisions, has outside commitments, relationships or financial interests that could, or could be seen to,
interfere with the Recipient's objective, unbiased and impartial judgment relating to the Project, the use of
the Funds, or both.
6.3 Disclosure to Province. The Recipient shall disclose to the Province, without delay, any situation that a
reasonable person would interpret as an actual, potential or perceived conflict of interest and comply with
any terms and conditions that the Province may prescribe as a result of the disclosure.
ARTICLE 7 - REPORTING, ACCOUNTING AND REVIEW
7.1 Preparation and Submission. The Recipient shall:
(a) submit to the Province at the address provided in section 18.1, all Reports in accordance with
the timelines and content requirements set out in Schedule "C", or in a form as specified by the
Province from time to time;
(b) submit to the Province at the address provided in section 18.1, any other reports as may be
requested by the Province in accordance with the timelines and content requirements specified
by the Province;
(c) ensure that all Reports and other reports are completed to the satisfaction of the Province; and
(d) ensure that all Reports and other reports are signed on behalf of the Recipient by an
authorized signing officer.
7.2 Record Maintenance. The Recipient shall keep and maintain:
(a) all financial records (including invoices) relating to the Funds or otherwise to the Project in a
manner consistent with generally accepted accounting principles; and
(b) all non-financial documents and records relating to the Funds or otherwise to the Project.
7.3 Inspection. The Province, its authorized representatives or an independent auditor identified by the
Oro-Medonte IS TPA Page 6 of 20
Province may, at its own expense, upon twenty-four hours' Notice to the Recipient and during normal
business hours, enter upon the Recipient's premises or attend at the Service delivery locations to review
either or both of the progress of the Project and the Recipient's allocation and expenditure of the Funds
and, for these purposes, the Province, its authorized representatives or an independent auditor identified
by the Province may take one or more of the following actions:
(a) inspect and copy the records and documents referred to in section 7.2;
(b) remove any copies made pursuant to section 7.3(a) from the Recipient's premises; and
(c) conduct an audit or investigation of the Recipient in respect of the expenditure of the Funds, the
Project, or both.
7.4 Independent Confirmation of Service Delivery. In addition to the rights set out in 7.3, the Province
may take such additional steps as the Province determines is necessary, including the provision of copies
of any Report to T02015 or another provincial ministry to obtain confirmation that the Services for which
a Cost Submission is made were delivered as required by this Agreement.
7.5 Disclosure. To assist in respect of the rights set out in section 7.3 and 7.4, the Recipient shall disclose
any information requested by the Province, its authorized representatives or an independent auditor
identified by the Province, and shall do so in the form requested by the Province, its authorized
representatives or an independent auditor identified by the Province, as the case may be.
7.6 No Control of Records. No provision of the Agreement shall be construed so as to give the Province
any control whatsoever over the Recipient's records.
ARTICLE 8 - COMMUNICATIONS REQUIREMENTS
8.1 Acknowledge Support. When acknowledging the support of the Province, the Recipient shall do so in a
form and manner acceptable to the Province.
8.2 Publication. The Recipient shall indicate, in any of its publications, of any kind, including written, oral, or
visual, relating to the Project, that the views expressed in the publication are the views of the Recipient
and do not necessarily reflect those of the Province.
8.3 Publicity. In the event that either of the Recipient or T02015 intend to communicate with the media in
relation to this Agreement, each of the Recipient and T02015 agree to notify the Province in a timely
manner and prior to any such communications.
8.4 Connection to Games. The Recipient acknowledges that it cannot imply any connection between the
Project and the Games in its branding, marketing, website or otherwise, other than as permitted under a
Non Commercial Trademark Licensing Agreement with T02015, unless it has received the prior written
permission of T02015. For greater clarity, implying a connection with the Games may include (i) using
the following words or expressions in association with the Project: "Pan Am", "Pan American", "Parapan",
"games" and/or "2015"; (ii) implying that the Project is funded by T02015 or the Games; and (iii) using
any official marks or symbols of T02015 or the Games or any confusingly similar marks or symbols in
connection with the Project.
8.5 Comply with T02015 Conditions. If T02015 grants permission pursuant to subsection 8.4, the
Recipient shall comply with any conditions required by T02015.
8.6 Other Project Participants including Subcontractors. The Recipient will ensure that its
subcontractors and other participants involved with the Project comply with the requirements of this
Article. The Recipient acknowledges that any limited rights of association that may be permitted by
T02015 are solely for use by the Recipient unless T02015 specifies otherwise.
ARTICLE 9 - FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY
9.1 FIPPA. Each of the Province, the Recipient and T02015 acknowledges that the Province, the Recipient
Oro-Medonte IS TPA
Page 7 of 20
and T02015 are bound by freedom of information and protection of privacy legislation and that any
information provided to any of the Province, the Recipient or T02015 in connection with the Project or
otherwise in connection with the Agreement may be subject to disclosure in accordance with that
legislation.
ARTICLE 10 - INSURANCE
10.1 Insurance. The Recipient represents and warrants that it has, and shall maintain for the term of
the Agreement, at its own cost and expense, all the necessary and appropriate insurance that a
prudent person carrying out a project similar to the Project would maintain.
ARTICLE 11 - T02015
11.1 Role. T02015 agrees that it
(a) has identified the Services and the levels of Services required for the Games;
(b) hereby requests that the Recipient provide the Services required for the Games; and
(c) will assist the Province with confirming the provision of the Services and undertake such other due
diligence with respect to Cost Submissions as the Province reasonably requires.
11.2 Confirmation. T02015 agrees that by executing this Agreement and any amendment to the Agreement
that changes a Service or a level of Service, it is representing, warranting and covenanting that the
Services and levels of Service funded under this Agreement:
(i) do not include any services required to be provided by the Recipient under any Other Games -
related Agreement; and
(ii) meet the needs of the Games as those needs are understood at the time of execution of the
Agreement and any subsequent amendment to the Agreement.
11.3 Limited Application. T02015 acknowledges and agrees that its rights and obligations under this
Agreement are limited. For greater clarity, T02015 acknowledges that the Province and the Recipient
may amend any provision(s) of this Agreement other than the description of a Service or a level of
Service, or Articles 1, 3, 9, 11, 18, 19, 20 and sub articles 8.3, 8.4, 8.5 and 8.6 without the consent of
T02015, such consent not to be unreasonably withheld.
ARTICLE 12 - TERMINATION ON NOTICE
12.1 Termination on Notice. The Province may terminate the Agreement at any time upon giving at least 30
days' Notice to the Recipient.
12.2 Consequences of Termination on Notice by the Province. If the Province terminates the Agreement
pursuant to section 12.1, the Province may take one or more of the following actions:
(a) cancel all further payments of Funds;
(b) demand the repayment of any Funds remaining in the possession or under the control of the
Recipient; and
(c) determine the reasonable costs for the Recipient to wind down the Project, and do either or both of
the following:
(i) permit the Recipient to offset the costs determined pursuant to section 12.2(c), against the
amount owing pursuant to section 12.2(b); and
(ii) subject to section 4.9, provide Funds to the Recipient to cover the costs determined pursuant
to section 12.2(c).
ARTICLE 13 - TERMINATION WHERE NO APPROPRIATION
13.1 Termination Where No Appropriation. If, as provided for in section 4.2(d), the Province does not receive
the necessary appropriation from the Ontario Legislature for any payment the Province is to make
pursuant to the Agreement, the Province may terminate the Agreement immediately by giving Notice to the
Oro-Medonte IS TPA
Page 8 of 20
Recipient.
13.2 Consequences of Termination Where No Appropriation. If the Province terminates the Agreement
pursuant to section 13.1, the Province may take one or more of the following actions:
(a) cancel all further payments of Funds;
(b) demand the repayment of any Funds remaining in the possession or under the control of the
Recipient; and
(c) determine the reasonable costs for the Recipient to wind down the Project and permit the
Recipient to offset such costs against the amount owing pursuant to section 13.2(b).
13.3 No Additional Funds. For purposes of clarity, if the costs determined pursuant to section 13.2(c)
exceed the Funds remaining in the possession or under the control of the Recipient, the Province shall
not provide additional Funds to the Recipient.
ARTICLE 14 - EVENT OF DEFAULT, CORRECTIVE ACTION AND TERMINATION FOR DEFAULT
14.1 Events of Default. Each of the following events shall constitute an Event of Default:
(a) in the opinion of the Province, the Recipient breaches any representation, warranty, covenant or
other material term of the Agreement, including failing to do any of the following in accordance
with the terms and conditions of the Agreement: (i) carry out the Project; (ii) use or spend
Funds; or (iii) provide Reports in accordance with section 7.1;
(b) the Recipient's operations, or its organizational structure, changes such that it no longer meets
one or more of the eligibility requirements of the program under which the Province provides the
Funds;
(c) the Recipient makes an assignment, proposal, compromise, or arrangement for the benefit of
creditors, or a creditor makes an application for an order adjudging the Recipient bankrupt, or
applies for the appointment of a receiver; and
(d) the Recipient ceases to operate.
14.2 Consequences of Events of Default and Corrective Action. If an Event of Default occurs, the
Province may, at any time, take one or more of the following actions:
(a) initiate any action the Province considers necessary in order to facilitate the successful continuation
or completion of the Project;
(b) provide the Recipient with an opportunity to remedy the Event of Default;
(c) suspend the payment of Funds for such period as the Province determines appropriate;
(d) reduce the amount of the Funds;
(e) cancel all further payments of Funds;
(f) demand the repayment of any Funds remaining in the possession or under the control of the
Recipient;
(g) demand the repayment of an amount equal to any Funds the Recipient used, but did not use in
accordance with the Agreement;
(h) demand the repayment of an amount equal to any Funds the Province provided to the Recipient;
and
(i) terminate the Agreement at any time, including immediately, upon giving Notice to the Recipient.
14.3 Opportunity to Remedy. If, in accordance with section 14.2(b), the Province provides the Recipient with
an opportunity to remedy the Event of Default, the Province shall provide Notice to the Recipient of the
particulars of the Event of Default and the Notice Period.
14.4 Recipient not Remedying. If the Province has provided the Recipient with an opportunity to remedy the
Event of Default pursuant to section 14.2(b), and:
(a) the Recipient does not remedy the Event of Default within the Notice Period;
(b) it becomes apparent to the Province that the Recipient cannot completely remedy the Event of
Default within the Notice Period; or
(c) the Recipient is not proceeding to remedy the Event of Default in a way that is satisfactory to the
Province,
the Province may extend the Notice Period, or initiate any one or more of the actions provided for in
sections 14.2(a), (c), (d), (e), (f), (g), (h) and (i).
Oro-Medonte IS TPA
Page 9 of 20
14.5 When Termination Effective. Termination under this Article shall take effect as set out in the Notice.
ARTICLE 15 - FUNDS AT THE END OF A FUNDING YEAR
15.1 Funds at the End of a Funding Year. Without limiting any rights of the Province under Article 14, if the
Recipient has not spent all of the Funds allocated for the Funding Year as provided for in the Budget, the
Province may take one or both of the following actions: (a) demand the return of the unspent Funds; and
(b) adjust the amount of any further payments of Funds accordingly.
ARTICLE 16 - FUNDS UPON EXPIRY
16.1 Funds Upon Expiry. The Recipient shall, upon expiry of the Agreement, return to the Province any
Funds remaining in its possession or under its control.
ARTICLE 17 - REPAYMENT
17.1 Repayment of Overpayment. If at any time during the term of the Agreement the Province provides
Funds in excess of the funds to which the Recipient is entitled under the Agreement, the Province may
deduct an amount equal to the excess Funds from any further payments of Funds or demand that the
Recipient pay an amount equal to the excess Funds to the Province
17.2 Debt Due. If, pursuant to the Agreement:
(a) the Province demands the payment of any Funds or an amount equal to any Funds from the
Recipient; or
(b) the Recipient owes any Funds or an amount equal to any Funds to the Province, whether or not
their return or repayment has been demanded by the Province,
such Funds or other amount shall be deemed to be a debt due and owing to the Province by the
Recipient, and the Recipient shall pay or return the amount to the Province immediately, unless the
Province directs otherwise.
17.3 Interest Rate. The Province may charge the Recipient interest on any money owing by the Recipient at the
then current interest rate charged by the Province of Ontario on accounts receivable.
17.4 Payment of Money to Province. The Recipient shall pay any money owing to the Province by cheque
payable to the "Ontario Minister of Finance" and delivered to the Province at the address provided in
section 18.1.
ARTICLE 18 - NOTICE
18.1 Notice in Writing and Addressed. Notice shall be in writing and shall be delivered by email, postage -
prepaid mail, personal delivery or fax, and shall be addressed to the Province, the Recipient or T02015
as set out below:
Oro-Medonte IS TPA
Page 10 of 20
To the Province:
Pan/Parapan American Games
Secretariat
777 Bay Street 18th Floor
Toronto, ON M7A 1S5
To the Recipient:
The Corporation of the Township of
Oro-Medonte
148 Line 7 South
Oro-Medonte, ON
LOL 2EO
Attention: John Gerritsen Attention: Shawn Binns
Director, Finance, Risk and Director, Recreation & Community
Games Support Services
Email: John.Gerritsen@Ontario.ca
To T02015:
Fax: 705-487-0133
Email: sbinns@oro-medonte.ca
Toronto Organizing Committee for the 2015
Pan American and Parapan American Games
Corus Quay
25 Dockside Drive — 7th Floor
Toronto, M5A 065
Attention: Barbara Anderson
Chief Financial Officer
Fax: 416-957-3999
Email: Barbara.Anderson@Toronto20l5.org
18.2 Notice Given. Notice shall be deemed to have been received in the case of postage -prepaid mail, seven
days after it is mailed, or in the case of email, personal delivery or fax, at the time it is received.
18.3 Postal Disruption. Despite section 18.2, in the event of a postal disruption Notice by postage -prepaid
mail shall not be deemed to be received; and the Province, T02015 and the Recipient shall provide
Notice by email, personal delivery or by fax.
18.4 Receipt on a non -Business Day. Despite section 18.2, if a Notice is received on a non -Business Day,
or after 5 p.m. on a Business Day, the Notice shall be deemed to have been received on the next
Business Day.
ARTICLE 19 — OTHER PROVISIONS
19.1 Consent. When the Province provides its consent pursuant to the Agreement, it may impose any terms
and conditions on such consent and the Recipient shall comply with such terms and conditions.
19.2 Invalidity or Unenforceability of Any Provision. The invalidity or unenforceability of any provision of
the Agreement shall not affect the validity or enforceability of any other provision of the Agreement. Any
invalid or unenforceable provision shall be deemed to be severed.
19.3 Waivers in Writing. If any one of the Province, the Recipient or T02015 fails to comply with any term of
the Agreement, that entity may only rely on a waiver of another entity if the other entity has provided a
written waiver in accordance with the Notice provisions in Article 18. Any waiver must refer to a specific
failure to comply and shall not have the effect of waiving any subsequent failures to comply.
19.4 Independent. Each of the Province, the Recipient and T02015 acknowledge that it is not an agent, joint
venturer, partner or employee of the others, and agrees that it shall 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
Oro-Medonte IS TPA
Page 11 of 20
imply such a relationship.
19.5 No Assignment. The Recipient shall not, without the prior written consent of the Province, assign any of
its rights, or obligations under the Agreement.
19.6 Agreement Binding. All rights and obligations contained in the Agreement shall extend to and be
binding on each of the Province, the Recipient and T02015, its heirs, executors, administrators,
successors and permitted assigns.
19.7 Governing Law. The Agreement and the rights, obligations and relations of the Province, the Recipient
and T02015 shall be governed by and construed in accordance with the laws of the Province of Ontario
and the applicable federal laws of Canada. Any actions or proceedings arising in connection with the
Agreement shall be conducted in the courts of Ontario, which shall have exclusive jurisdiction over such
proceedings.
19.8 Agreement into Effect. Each of the Province, the Recipient and T02015 shall provide such further
assurances as the others may request from time to time with respect to any matter to which the
Agreement pertains, and shall otherwise 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.
19.9 Joint and Several Liability. Where the Recipient is comprised of more than one entity, all such entities
shall be jointly and severally liable to the Province for the fulfillment of the obligations of the Recipient
under the Agreement.
19.10 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.
19.11 Acknowledgement. The Recipient acknowledges that by receiving Funds it may become subject to
legislation applicable to organizations that receive funding from the Government of Ontario including the
Broader Public Sector Accountability Act, the Public Sector Salary Disclosure Act, 1996 (Ontario) and the
Auditor General Act (Ontario).
19.12 Other Agreements. If the Recipient:
(a) has failed to comply (a "Failure") with any term, condition or obligation under any other agreement
with Her Majesty the Queen in right of Ontario or a Crown agency;
(b) has been provided with notice of such Failure. in accordance with the requirements of such other
agreement;
(c) has, if applicable, failed to rectify such Failure in accordance with the requirements of such other
agreement; and
(d) such Failure is continuing,
the Province may suspend the payment of Funds for such period as the Province determines appropriate.
19.13 Schedules. The Agreement includes the following schedules:
(a) Schedule "A" - Project Description;
(b) Schedule "B" - Budget;
(c) Schedule "C" — Reports and Payment of Funds; and
(d) Schedule "D" - Compliance Declaration
19.14 Survival. The following Articles and sections, and all applicable cross-referenced sections and
schedules, shall continue in full force and effect for a period of seven years from the date of expiry or
termination of the Agreement Article 1 and any other applicable definitions, section 4.2(d), 4.9, Article 7,
Article 8, Article 10, Article 11, section 12.2, sections 13.2 and 13.3, sections 14.1, 14.2(d), (e), (f), (g)
and (h), Article 16, Article 17, Article 18, Article 19 and Article 20.
19.15 Counterparts. The Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Oro-Medonte IS TPA
Page 12 of 20
ARTICLE 20 - ENTIRE AGREEMENT
20.1 Entire Agreement. The Agreement constitutes the entire agreement between the Province, the
Recipient and T02015 with respect to the subject matter contained in the Agreement and supersedes all
prior oral or written representations and agreements.
20.2 Modification of Agreement, The Agreement may only be amended by a written agreement duly
executed by the Parties. Notwithstanding the foregoing, if the amendment modifies any one or more of
Article 1, Article 3, sub Articles 8.3, 8.4, 8.5 or 8.6, Article 9, Article 11, Article 18, Article 19, Article 20, a
Service or a level of Service set out in Schedule A or otherwise adds rights or obligations applicable to
T02015, the Agreement may only be amended by a written agreement duly executed by the Parties and
T02015.
The Province, the Recipient and T02015 have executed the Agreement on the dates set out below.
Toronto Organizing Committee for the 2015
Pan American and Parapan American Games
By:
I have authority to bind T02GAY
SaAd Rafi,
Chief Executive Officer
Date: dui 3116
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO as represented by the Minister
Responsible for the 2015 Pan and Parapan
American Games
By:
Nancy Mudrinic, Assistant Deputy Minister
Finance, Risk and Games Support Division
Pan/Parapan American Games Secretariat
Date:
Oro-Medonte IS TPA
The Corporation of the Township of Oro-Medonte
By:
I have authority to bind the Recipient.
Douglas Irwin
Clerk/Director of Corporate Services
Date:
Page 13 of 20
ARTICLE 20 - ENTIRE AGREEMENT
20.1 Entire Agreement. The Agreement constitutes the entire agreement between the Province, the
Recipient and T02015 with respect to the subject matter contained in the Agreement and supersedes all
prior oral or written representations and agreements.
20.2 Modification of Agreement. The Agreement may only be amended by a written agreement duly
executed by the Parties. Notwithstanding the foregoing, if the amendment modifies any one or more of
Article 1, Article 3, sub Articles 8.3, 8.4, 8.5 or 8.6, Article 9, Article 11, Article 18, Article 19, Article 20, a
Service or a level of Service set out in Schedule A or otherwise adds rights or obligations applicable to
T02015, the Agreement may only be amended by a written agreement duly executed by the Parties and
T02015.
The Province, the Recipient and T02015 have executed the Agreement on the dates set out below.
Toronto Organizing Committee for the 2015
Pan American and Parapan American Games
By:
I have authority to bind T02015
Saad Rafi,
Chief Executive Officer
Date:
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO as represented by the Minister
Responsible for the 2015 Pan and Parapan
American Games
By:
Nancy Mudrinic, Assistant Deputy Minister
Finance, Risk and Games Support Division
Pan/Parapan American Games Secretariat
Date:
Oro-Medonte IS TPA
The Corporation of the Township of Oro-Medonte
Douglas Irwin
Clerk/Director of Corporate Services
Date:
Page 13 of 20
ARTICLE 20 - ENTIRE AGREEMENT
20.1 Entire Agreement. The Agreement constitutes the entire agreement between the Province, the
Recipient and T02015 with respect to the subject matter contained in the Agreement and supersedes all
prior oral or written representations and agreements.
20.2 Modification of Agreement. The Agreement may only be amended by a written agreement duly
executed by the Parties. Notwithstanding the foregoing, if the amendment modifies any one or more of
Article 1, Article 3, sub Articles 8.3, 8.4, 8.5 or 8.6, Article 9, Article 11, Article 18, Article 19, Article 20, a
Service or a level of Service set out in Schedule A or otherwise adds rights or obligations applicable to
T02015, the Agreement may only be amended by a written agreement duly executed by the Parties and
T02015.
The Province, the Recipient and T02015 have executed the Agreement on the dates set out below.
Toronto Organizing Committee for the 2015
Pan American and Parapan American Games
By:
I have authority to bind T02015
Saad Rafi,
Chief Executive Officer
Date:
HER MAJESTY THE QUEEN IN RIGHT OF
ONTARIO as represented by the Minister
Responsible for the 2015 Pan and Parapan
American Games ► . A
Nancy Mudrinic, Assist-,
Finance, Risk and Gam
Pan/Pawan American
Date:
Oro-Medonte IS TPA
Deputy Minister
Support Division
Imes Secretariat
/_S
The Corporation of the Township of Oro-Medonte
By:
I have authorityo ind the Recipient.
Douglas Irwin
Clerk/Director of Corporate Services
Date:
Page 13 of 20
SCHEDULE "A" - Project Description
The Project is composed of the provision of the Services at the levels of Service set out in this Schedule "A"
on the terms and conditions set out in the Agreement including this Schedule A.
PROJECT ELEMENT
DESCRIPTION
1.
Service
Games Branded Spectator Wa indin Signage
Incremental
Service Level
The recipient shall install, maintain and remove wayfinding signage as
described in the Local Area Plan dated May 29,2015 ("LAP"), including but
not limited to Sections 11, 15 and 16.7.
Additional Terms
& Conditions
n/a
2.
Service
Advisory/ Regulatory Signage
Incremental
Service Level
The recipient shall procure, install, maintain and remove advisory and
regulatory signage as described in the ISP, including but not limited to
Sections 10, 15 and 16.2.
Additional Terms
& Conditions
n/a
3.
Service
Traffic Management -Venue Vicinity
Incremental
Service Level
The recipient shall procure, install, maintain and remove traffic management
measures and furniture, fixtures and equipment as described in the LAP,
including but not limited to Sections 10, 14, 15 and 16.2.
Additional Terms
& Conditions
n/a
4.
Service
Cycle Parking
Incremental
Service Level
The recipient shall procure, install, and remove cycle parking requirements
(furniture, fixtures and equipment) as described in the LAP, including but not
limited to Section 6 and 15.
Additional Terms
&Conditions
n/a
5.
Service
Spectator Parkin
Incremental
Service Level
none
Additional Terms
& Conditions
n/a
6.
Service
Park and Ride Shuttles
Incremental
Service Level
none
Additional Terms
& Conditions
n/a
7.
Service
Infrastructure Improvements, Accessibility and Safety
Incremental
Service Level
none
Additional Terms
& Conditions
n/a
8.
Service
Other
Incremental
Service Level
The recipient shall provide postage for resident access permits as described
in the LAP, including but not limited to Section 10.
Additional Terms
n/a
Oro-Medonte IS TPA Page 14 of 20
Oro-Medonte IS TPA Page 15 of
20
8 Conditions
9.
Service
Games Route Network
Incremental
Service Level
none
Additional Terms
& Conditions
n/a
SCHEDULE "B" - BUDGET TEMPLATE
INCREMENTAL SERVICE TO BE PROVIDED BY RECIPIENT
#UNITS UNIT
COST
BUDGET
($)
1. Games Branded Wa indin Signage
1.A Installation 40 hours 42.70 1,708
1.13 Maintenance 0 0 0
1.0 Removal 40 hours 42.70 1,708
1.D Other- Hourly Vehicle Charge 45 hours 0 1,260
2. Advisory/ Regulatory Signage
2.Ai Purchase- No Parkin signs 40 21.50 860
2.Aii Purchase- 8' U -Channel 40 19.95 798
2.Aii Purchase- 4' U- Channel 40 10.95 438
i
2.13 Installation 15 hours 42.70 640.50
2.0 Maintenance 0 0 0
2.D Removal 15 hours 42.70 640.50
2.E Other 0 0 0
3. Traffic Management- Venue Vicinity
3.Ai
Purchase- Barricades
7
75
525
3.Aii
Purchase- Detour Turn Off
3
79.50
238.50
3.Aii
i
Purchase- Road Closed Tab &Local Traffic
Only Tab
6
32.50
195
3.Ai
v
Purchase- Delineator Light
3
14.95
44.85
3.Av
Purchase- Road Closed Sin
4
64.50
258
3.Av
i
Purchase- Road Closing Notice
4
125
500
3.13
Installation
9 hours
42.70
384.30
3.0
Maintenance
0
0
0
3.D
Removal
9 hours
42.70
384.30
3.E
Other
0
0
0
4. Cycle Parkin
4.A Purchase- Cycle Racks 25 339 8,475
4.13 Installation 0 0 0
4.0 Removal 0 0 0
4.D Other 0 0 0
5. Spectator Parking
5.A Staffing 0 0 0
5.13 Infrastructure 0 0 0
5.0 Other 0 0 0
6. Park and Ride Shuttles
6.A Staffing 0 0 0
6.13 Shuttle Costs 0 0 0
6.0 Infrastructure 0 0 0
6.D Other 0 0 0
7. Infrastructure Improvements, Accessibility and Safety
7.Ai
Infrastructure Improvement-
0
0
0
7.13
Other
0
0
0
8. Other
8.Ai
Resident Access Permits- Envelopes
57
.55
31.35
8.Aii
Resident Access Permits- Stamps
60
.85
51
9. Games Route Network
Oro-Medonte IS TPA Page 16 of 20
9.A.
Oro-Medonte IS TPA Page 17 of
20
Traffic Signal Timing Modification
0
0
0
9.6
New Advance Left Turn Phase
0
0
0
9.Ci
No Stopping/Parking Signs -Production
0
0
0
9.Cii
No Stopping/Parking Signs —
Installation/Removal
0
0
0
9.D
Turn Restriction Signs
0
0
0
9.E
Traffic Camera
0
0
0
9.F
Lane Marking Changes HOV Lanes Skips
0
0
0
9.G
Paid Duty Officer
0
0
0
9.1-1
By -Law Enforcement
0
0
0
9.1
TC -54 Barrels
0
0
0
9.J
Other
0
0
0
BUDGET SUBTOTAL BEFORE CONTINGENCY
$19,140.30
X.
Contingency for Extraordinary Incremental
Services see subsection 4.6
$2,116.59
MAXIMUM FUNDS AVAILABLE
$21,256.89
Schedule "C" — Reports and PAYMENT OF FUNDS
NAME AND DESCRIPTION OF REPORT
DUE DATE
1. Cost Submission.
(a) A Cost Submission will:
On or before October 30, 2015.
(i) identify the Services and Extraordinary
Incremental Services and costs for which
funding is sought;
(ii) include evidence satisfactory to Province that
the Services and the Extraordinary
Incremental Services were delivered and the
costs incurred; and
(iii) include a Compliance Declaration.
(b) A Cost Submission that seeks Contingency Funding for
Extraordinary Incremental Services will include all
information and evidence required by sub section 4.6(c).
2. Final Project Report. The form and content
On or before October 30, 2015.
requirements of the Final Project Report will be
provided by the Province.
3. Reports specified from time to time.
On a date or dates specified by the
Province.
Oro-Medonte IS TPA
Page 18 of 20
SCHEDULE "D" — Form of Compliance Declaration
COMPLIANCE DECLARATION
Issued pursuant to the Incremental Services Transfer Payment Agreement for the funding by Province of
Services required for the 2015 Pan American and Parapan American Games effective [insert date before
Agreement is executed] (the "Agreement")
To: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO as represented by by the Minister
Responsible for the 2015 Pan and Parapan American Games
From: [insert legal name of Recipient] (the "Recipient")
Date: [insert date]
Re: Cost Submission dated [insert date] (the "Submission")
The Recipient has authorized me, by resolution or by-law dated [insert date], to declare to you as follows:
After making inquiries of the Recipient's [insert position of person responsible for ensuring that the Recipient
fulfills its obligations under the Agreement - e.g. Chief Administrative Officer] and other appropriate personnel
and subject to any exceptions identified on an appendix added to this Declaration of Compliance if required,
the Recipient declares that it is in full compliance with the Agreement.
Without limiting the generality of the foregoing, the Recipient confirms that
(i) the Services and Extraordinary Incremental Services for which funding is sought in the Cost
Submission were provided in accordance with the Agreement, including the applicable Planning
Documents, and do not include any services that the Recipient is required to provide under Other
Games -related Agreements;
(ii) the costs identified in the Cost Submission reflect the actual cost incurred by the Recipient to provide
the Services and the Extraordinary Incremental Services, less cost savings from maximum deployment
of staff and resources as well as any costs (including taxes) for which the Recipient has received, will
receive, or is eligible to receive, a rebate, credit, refund or funding from a third party;
(iii) the Recipient exercised its discretion in determining whether to make the Cost Submission; and
(iv) the Cost Submission is accurate in all respects and in full compliance with the terms of the Agreement.
Unless otherwise defined in this declaration, capitalized terms have the same meaning as set out in the
Agreement.
[insert name and title of authorized individual],
Oro-Medonte IS TPA
Page 19 of 20
SCHEDULE "D" Cont'd: Appendix to the Declaration of Compliance
Exceptions
The Recipient declares that it is in full compliance with the Agreement, other than as set out below and for the
identified reasons.
Exception Reason for Non-Compliance Intended Mitigation Activities
Oro-Medonte IS TPA Page 20 of 20