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BYLAW - Cultural Spaces Grant - 20080324 - 5014FTHE CORPORATION OF THE TOWN OF AURORA By-law Number 5014-0B.F BEING A BY-LAW to authorize the Mayor and Clerk to execute a Contribution Agreement with the Minister of Canadian Heritage for funding under the Cultural Spaces Canada -Grant Program. (Capital Project No. 72059-Aurora Heritage Centre -22 Church Street) WHEREAS Council has endorsed the grant application to the Minister of Canadian Heritage for funding under the Program entitled "Cultural Spaces Canada" to receive funding for Capital Project No. 72059 -Aurora Heritage Centre, toward upgrades to the Aurora Heritage Centre; AND WHEREAS the Minister of Canadian Heritage is providing financial assistance under the Cultural Spaces Canada-Grant Program in support of Capital Project No. 72059-Aurora Heritage Centre, in the amount of $750,000; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE TOWN OF AURORA ENACTS AS FOLLOWS: THAT the Mayor and Town Clerk, on behalf of the Corporation of the Town of Aurora, be authorized to execute a Contribution Agreement, and any other documentation necessary, to acquire funding from the Minister of Canadian Heritage for funding under the Cultural Spaces Canada-Grant Program READ A FIRST AND SECOND TIME THIS 24th DAY OF MARCH, 2008. READ A THIRD TIME AND FINALLY PASSED THIS 24th DAY OF MARCH, 2008. PIIYLLIS M. MORRIS, MAYOR Rol!,e£. 1 ..."l fY1ck'o8e-,:a·.s DePIArt VYl!q'IO~ BETWEEN: ~f7R.eetYJ eN I -AI.s a..n~ CONTRIBUTION AGREEMENT HER MAJESTY THE QUEEN IN RIGHT OF CANADA as represented by the Minister of Canadian Heritage (hereinafter called "the Minister" and including any person duly authorized to represent her/him), AND: THE CORPORATION OF THE TOWN OF AURORA, a municipality duly incorporated under the laws of the province of Ontario having its head office at Aurora, represented by the. Mayor ~d City Clerk hereinafter referred to as the "Recipient". WHEREAS the Minister is responsible for the Program entitled Cultural Spaces Canada, hereinafter called the "Program"; WHEREAS the Recipient has submitted to the Minister a proposal for the funding of a Project called ''Aurora Heritage Centre" which qualifies for support under the Program; and WHEREAS the Minister wishes to provide financial assistance to support the Project. mEREFORE, in consideration of their respective obligations set out below, the parties agree to the following: 1. PURPOSE OF CONTRffiUTION The Minister agrees to enter into this Contribution Agreement hereinafter referred to aS" the Agreement'', in order to grant financial assistance to the Recipient solely for the pUipose of implementing the Project described il) Annex A of this Agreement entitled: "Aurora Heritage Centre", 2. MAXIMUM AMOUNT OF CONTRffiUTION BY THE MINISTER Subject to all conditions indicated in this Agreement, the Minister agrees to contribute up to a maximum amount of $750,000 towards eligible expenses for the carrying out of the Project. 3. TERM 3.1 The present agreement will take effect on the date when all parties will have signed and will cease, notwithstanding its termination on a prior date, one year (365 days) after the expiration of the activity period as indicated at clause 3.2. 3.2 Subject to tennination, the Agreement covers the activities described in A.nnex A of this Agreement for the period commencing On August 17, 2007 and ending on March 31, 2009. On1y goods and services rendered within the prescribed time period Shall be considered as eligible expenses. 3.3 All obligations 'of the Recipient herein shall, expressly or by their nature, survive tennination or expiry of this Agreement, until and unless they are fulfilled or by their nature expire. 4. OBLIGATION TO INFORM THE PUBLIC The Recipient hereby agrees that a public announcement with respect to the Contribution may be made by tl1e Minister in the form of a press release, press conference or otherwise and that all reasonable and necessary assistance in the organization of the public announcement, as the Minister sees fit, shall be provided. 5. ACKNOWLEDGMENT The Recipient shall acknowledge the contribution received from the Minister in any pi"omotional activity related to the Agreement in a manner satisfactory to the Minister. The Canadian Heritage Signature & the Canada Wordmark and guidelines to follow for their use are found at the following address: httn://www.canadianheritage.gc.ca/logos/ 6. NOTICE Any notice, information or document reqltired under this Agreement shall be deemed given if it is delivered, sent by facsimile, email or mail. Any notice delivered, sent by facsimile or email Shall be deemed to have been received one working day after it is sent; any notice that is mailed shall be deemed to have been received eight (8) working days after being mailed. File#: 1210~73-1330 Vol. I 553894 All notices must be sent to the following addresses: To the Recipient· The Corporation of the Town of Aurora 1 Municipal Drive, Box 1000 Aurora, Ontario · lAG 6Jl Attention: John Gutteridge Director ofFinance Tel: 905 726 4752, x 4111 Fax: 905 726 4734 7. DESCRIPTION OF THE AGREEMENT To the Minister: Department of Canadian Heritage 400-150 John Street Toronto, Ontario M5V3T6 ·Attention: Violet Tam Administrative Officer Tel: 416 973 6932 Fax: 416 954 2909 This Agreement, including the following Annexes that form an integral part of this Agreement and subsequent amendments to them, constitutes the entire agreement between the parties and supersedes all previous documents; negotiations, understandings and undertakings related to its subject matter. The Recipient acknowledges having read the Agreement and agrees with the contents, In the event of conflict or inconsistency between Annex "A" and Annex "C", Annex "A" will prevail. AnnexA AnnexB Annex C AnnexD Annex E AnnexF PROJECT/PROGRAMMING DESCRJPT!ON, SPECIFIC CONDITIONS AND BliDGET FINANCIAL CONDITIONS GENERAL TERMS AND CONDITIONS INTERIM OR FINAL ACTIVITY/RESULTS REPORTS ACKNOWLEDGMENT OF DEPARTMENTAL SUPPORT CONFIRMATION OF SIGNING AUTHORITY IN WITNESS WHEREOF, the parties hereto have signed this Agreement through duly authorized representatives. Recipient L[OrwA Jft,. d!Jo t Date Ro~• o;:;,. Clerk "l'bwol Witness Name (I>rint) File#: 1210~73-1330Vol. I The Minister Manager, Arts & Her;itage rJr4th! Witness 1/ID( f.-.I TA11 Name (Print) · Page 2 ofl6 553894 ANNEXA PROJECT DESCRIPTION, SPECIFIC CONDITIONS AND BUDGET nescrlption of the Recipient's Project Activities The Corporation of the Town of Aurora (Aurora) will renovate a provincial historic site in the downtown core, '·known as the Church Street School (Centre) into a new hetitage centre. The project involves: renovation of all three levels of the Centre, (19,574 squ8.re feet); purchase and installation of:HV AC; purchase/construction of storage and display cabinets; purchase and installation of display banging rails and exhibit lighting; purchase and installation of inner storm windows; and, purchase and installation of light-controlled window coverings. The new Centre will include: three rooms for preservation of the historical society's artifact and archival collection; three gallerjes fOr professionally curated exhibits; and additional performance, research and Multi-purpose spaces. Emected results and how they will be measured Increase number of cultural facilities and improved infrastructures. Renovation of a 19,574 square foot provincially designated historical site, resulting in three gallery exhibition spaces, three archival storage spaces as well as additional perfonnance, research and multi~purpose spaces. Increase accessibility for Canadians to visual arts and to museum coUections, heritage displays and exhibitions. The facility will be the frrst municipally-owned and operated cultural facility in Aurora and will initiate and develop Aurora's arts and heritage activities. Based on the multi~disciplimuy nature of the facility: o the Centre is well positioned to attract different audiences; and o provide increased access to artifacts and archival materials. Enhance the quality and standards of cultural facilities and infrastructures. • InstaJlation ofHV AC; installation of inner storm windows; and, installation oflight~controlled window cOverings; and • Improved facilities for presentations an:d exhibitions as well as archival preservation and storage. Results will be measured by the number of additional cultural activities,. exhibitions and presentations that the Canadian public will have access to. The organization will increase revenues for these activities through partnerships and corporate sponsors. Audience attendance numbers will also be tracked. Specific Conditions related to the Cultural Spaces Canada Program . 1 Insurance The Recipient shall place and maintain, at the Recipient's own expense, an adequate amount of insurance for capital assets purchased through this Agreement, with Her Majesty the Queen in Right of Canada being the loss payee, with respect to the amount of funding received under the Agreement. The insurance stipulation CO:Q.tained herein shall not limit any insurance required by federal, proVincial or municipal law. The required insurance is to the benefit and protection Of the Recipient and ofHer Majesty and shall i:J.ot be deemed to release or diminish the Recipient's liability in any maimer including-as may be referenced elsewhere by the provisions of this Agreement. 2 Provincial and Municipal requirements The recipient agrees to adhere to all federal and provincial environmental requirements and provincialimunicipal fire and safety standards associated with this project. 3 Stacking Limit In the event that total government assistance exceeds 100% of the eligible expenses at the end of the project, the Recipient agrees to repay the Crown up to the amount of the federal contribution. The repayment of any amount exceeding the total government assistance limit will be calculated on a pro~ rated basis (based on. total government assistance received towards the same eligible expenses). File#: 1210-73~1330Vol.l Page 3 qf16 553894 Budget Breakdown and Eligible Expenditures R evenues: . Source ofFundlng Amount Cultural Spaces Canada $750,000 Federal (specify) Public Provincefferritory . Sector ('pccify) Municipal Corporation of the Town of Aurora $2,510,500 (specify) Town of Aurora Church Street Reserve $82,890 . Individual Bequest . $155,000 Private Sector Aurora Historical Society $15,000 (specify) Individual donation . $5,000 Shortfall $59,541 TOTAL REVENUES $3,577~931 File#: 1210~73~1330Vol. I Page4 ofl6 553894 Expenditures Fees and Professional Honoraria : • Architects Specialized Equipment: • Acquisition Costs Construction. Reuse. Renovation: • Renovation Costs • Contingency Administration PST Subtotal (Construction, Reuse, Renovation) Total Eligible Expenses !1':!.!!!!!.11 • Gifts In-kind ll':!!!1!!..ll. Ineligible Exoenses: • Project costs for non-performance & exhibition space • Belfry • FoWldation&BrickRepairs to • Specialized Equipment related to non-performance & exhibition • Project Audit • Environmental Assessment & HVACReview PST on Ineligible Expenses Total Ineligible Expenses PROJECT TOTAL Note 1: Only eligible expenditures are subject to reimbursement under this Agreement. Note 2: Program support not to exceed the indicated percentages of eligible project costs for construction, adaptive reuse or renovatlon; specialized equipment purchases; or feasibility studies, Note 3: Eligible in-kind expenditures must be considered for the government-stacking limit However, in- kind expenditures will not be reimbursed by the Minister. File#: 1210-73-1330Vol. I Page 5 of16 553894 ANNEXB FINANCIAL CONDITIONS· I. MAXIMUM AMOUNT OF CONTRIBUTION 1.1 Subject to the appropriation of :funds by the Parliament of Canada, to the continuance of currellt and forecasted Program budget levels and to the provisions of this Agreement, the Minister agrees to contribute up to a maximum oftbe lesser of $750,000 or 33% towards the eligible expenses incurred by the Recipient for the activities described in Annex A. 1.2 Disbursements of the Contribution will not exceed the following amount{s) for the applicable fiscal year(s}, as per payment breakdown and the eligible expenditures will be incurred by the recipient within the fiscal year for which they are allocated: Federal Government Fiscal Year 2007-08 Federal Government Fiscal Year 2008-09 $170,210 $579,790 1.3 The federal govenunent's fiscal year starts on Aprills1 and ends on March 31st of the following calendar year. For each individual fiscal year, only the goods and services received by the Recipient between April l stand March 31st of the following calendar year are eligible for the funding allocated for the applicable fiscal year. 1 A In the event that the Recipient forecasts to incur fewer expenses than anticipated during the current government's fiscal year and according to the clause 1.2 above, the Recipient shall inform the Minister in writing, as soon as possible, but no later than 60 days prior to the end of the federal gOvernment's 'fiscal year. The Minister Wilf consider any request to adjust the following fiscal year's contribution allocation accordingly but the Minister will have no obligation to do so. 2. REDUCTION(fERMINATION OF THE AGREEMENT 2.1 Funding under this Agreement may be reduced or terminated at the Minister's discretion in response to the government's aimual budget, a parliamentary, governmental or departmental spending decision, or a restructuring or re-ordering of the federal mandate and responsibilities that impact on the Program under which t)ris Agreement is made. 2.2 In the event of a proposed reduction or termination of the funding of the Program under clause 2.1 above, the Minister may, upon giving the Recipient written notice of ninety (90) days, reduce the funding or tenninate this Agreement. Subject to the terms and conditions of this Agreement, in the event that funding is terminated under the Program, the obligations of both parties shall cease at the end of the notice period. 3. SURPLUS 3.1 The Recipient agrees that all revenues and expendittues mentioned in Annex A (Budget) are anticipated and also agrees t9 inform the Minister of any change without delay and, in all cases before the fmal payment is due, of any increase or decrease in their revenues and/or expenditures for this Project. In this Case, the Recipient recognizes that the financial support given in tenns of this Agreement and the expected activities/results may be adjusted or renegotiated at. the Minister's discretion. 4. DESCRIPTION OF ELIGIBLE EXPENDITURES 4.1 The Recipient agrees that the Minister's contribution will be applied to only those eligible expenditures described in Annex A of this Agreement. 5. TRANSFER OF FUNDS BETWEEN EXPENDITURE CATEGORIES Not applicable .to the Cultural Spaces Can'ada Program. 6. PAYMENTS The Minister shall pay to the Recipient the contribution described in clause 1.2 as follows: 6.1 Upon presentation of the interim financial and activity/results rePorts submitted to the Minister on a monthly or quarterly basis (at the discretion of the recipient), the Minister will reimburse the Recipient up to a maximum of the contribution amount toward eligible expenditures as described in Annex "A" for the· current fiscal year. 6.l.l As a minimum, the Recipient must submit the report{s) as indicated-in the tables below. Any reimbursement of eligible expenditures that requires a report(s) (please refer to first column below entitled "Reimbursement of eligible expenditures for the period of') is conditional upon receipt and acCeptance by the Minister. File#; 1210-73-1330 Vol. I Page~ of16 553894 6.1.2 All reimbursement payments are conditional upon compliance with previous reimbursement payment terms.arid conditions. 6.2 A final payment representing the holdback Shall be made on receipt and ~cceptance of a Final Activity/Results Report and a Certified Final Financial Report, certified by a person dulY authOrized by the Recipient. 6.3 Reports required: 6.3:1.1 Interim Financial Report is described in clause 7.1. 6.3.1.2 Interim or Final Activity/Results Report is described in Annex "D". 6.3.1.3 Certified Financial Report is descnbed.in clause 7 .2. File#: 1210-73-1330Vol. 1 Page 7 ofl6 553894 7. FINANCIAL REPORT 7.1 Interim or Final Financial Report: For the purPoses of this Agreement, an Interim or Final Financial Report, certified by a person duly authorizCd by the Recipient, shall include as separate items the project budget as well as all the Recipient's revenues and expenditures for the given period with regard to the project funded. This report shall include the sources of revenues and expenditures as set out in Annex "A". Any other sources of revenues or expenditures added to the project after the Agreement is signed shall also be included. The report shall be prepared in accordance with generally accepted accounting principles. 7.2 Certified Financial Report: For the purposes of this Agreement, the Certified Financial Report, certified by a person duly authorized by the Recipient, shall clearly include all the Recipient's revynues and expenditures with regard to the project funded through this Agreement for the given period. This report shall include the sowces of revenues and expenditures as set out in Annex "A". Any other sources of revenues or expenditures added to the project after the Agreement is signed shall also be included. Accounts shall be audited by professional accountants who are members in good standing of one of the following professional associations: CA, CMA, CGA. 8. ADVANCEPAYMENTS Vlhere the terms of the Agreement permit advance payments to be made, such advance payments shall be considered debts owed to the Minister until such time as the Recipient has accounted for the said advance payments in accordance with the terms of the Agreement and to the Minister's satisfaction. 9. TAX CREDIT The Minister does not i-eimburse the tax paid bY the Recipient for goods and services for which the Recipient is entitled to tax credit or reimbursement 10. OVERPAYMENT 10.1 Where, for any reason, the Recipient is not entitled to the contribution or the Minister detennines that the amount of the contribution disbursed exceeds the amount to which the Recipient is entitled, anY such amount is a debt due to Her Majesty and is recoverable as Such. 10.2 When the Recipient's final financial report on revenues and expenditures is completed and an overpayment is identified, the Recipient shall forward a reimbursement cheque to the Department for the amount of the ovetpayment, payable to the Receiver General for Canada. The due date for the reimbursement shall be the date of the submission of the final financial report and the final activity/ result report to the Minister. 10.3 When the Minister or its agents performs a fmancial analysis or an audit of the financial statements of the Recipient and an overpayment is identified, the overpayment shall be repaid to the Minister no later than 30 days after-the date of the notiCe by the Minister .. 10.4 Where any amount due to the Minister has not been repaid, an amount equal-to the amount due may be retained by way of deduction from or setMoff against any sUm of money that may be due or payable to the Recipient. 11. AUDIT 11.1 The Minister reserves the right to audit or cause to have. audited the accounts and records of the Recipieilt for a period of up to five years after the end of this Agreement to ensure compliance with the terms and obligations of the Agreement. The scope, coverage and timing of such an audit shall be determined by the Minister and, if conducted, may be carried out by employees of the Department or its agent(s). The Recipient shall make available to auditors, in a timely manner, any records, documents and information that the auditors may require. 11.2 The Recipient agrees to adhere to generally accepted accounting practices and principles and shall keep and make available to the Minister's representatives for examination and audit its books, accounts and regiSters of all revenues and expenditures in relatiOn to tp.e Project financed under this Agreement. File#: 1210-73-1330 Vol. I Page.8 of 16 553894 12. INTEREST CHARGES .AD.y overpayment remaining owing and unpaid shall carry interest calculated and compounded monthly at the average bank rate, within the meaning of such expression as contained in the Interest and Administrative Charges Regulations, SOR/96-188, plus three per cent (3%), from the due date to the settlement date. 13. LATE CLAIMS The Minister will not be held to _pay bills or other expenditures after the end date of the agreement as indicated ai clause 3.1 (see first page of the agreement). File#: 12!0-73-1330Vol. I Page 9 ofl6 553894 ANNEXC GENERAL TERMS AND CONDITIONS 1. REPRESENTATION BY THE RECIPIENT The Recipient confirms: 1.1 that it has the capacity and authority to enter into this Agreement to carry out the Project and that it knows of no reason, fact or event, current, imminent or probable, that would diminish this capacity and authority; 1.2 that it holds sufficient intellectual property rights for the conduct of the Project or the exploitation of any intellecrual property resulting thereof; 1.3 that it, for the duration of this Agreement, has no interest, pecuniary or otherwise, in any business matter that would put it in an actual or apparent conflict of interest; 1.4 that the description of the Project in Annex A accurately reflects what it intends to do, that the information contained therein is accurate, and that all relevant information has been disclosed; 1.5 that it will declare any amount owing to the federal government under legislation, contract or contribution agreements during the term of this Agreement and that it recognizes that amounts due to the Recipient may be withheld to offset amounts owing to the Government; and 1.6 that no current or former public office holder or public servant who is not in compliance with the Values and Ethics Code for the Public Service or the Conflict of Interest and Post~employment Code for Public Office Holders shall derive a direct benefit from this Agreement. 2. OBLIGATIONS OF THE RECIPIENT 2.1 The Recipient must identify the Project clientele and take all necessary measures to communicate and provide Project related services to thls clientele in English arid in French as the case may require. 2.2 During the term of this Agreement, the Recipient shall: 2.2.1 take all necessary actions to maintain itself in good standing, to preserve its legal capacity and to inform the Minister without delay of any failure to do so; 2.2.2 upon the written request of the Minister and without delay, provide any information as the Minister may require concerning this Agreement; 2.2.3 9isclose to the Minister, without delay, any fact or event that would or might compromise the Project's chances of success or the Recipient's ability to carry out any of the tenns and conditions of this Agreement, either immediately or in the long term, including but not limited to, pending or potential lawsuits and audits; and 2.2.4 ensure access by the Minister, her/his authorized representatives and by the Auditor General of Canada to its premises at all reasonable times and upon not less than two weeks notice for audit and evaluation purposes. 3. CERTIFICATION-CONTINGENCY FEES Definitions that apply to this subsection: "contingency fee" means any payment or other compensation that is contingent upon or is calculated upon" the basis of a degree of success in soliciting or obtaining a government agreement or negotiating the whole or any part of its tenns; "employee" means a person with whom the Recipient has an employer/employee relationshlp; and ''person" includes an individual or group of individuals, a corporation, a partnership, an organization or an association and, without restricting the generality of the foregoing, includes any individual who is required to file a return with the registrar pursuant to section 5 of the Lobbyists Registration Act; RS. 1985, c. 44 (4th Suppl.), as the same may be amended from time to time; 3.1 The Recipient certifies that it has not directly or indirectly paid or agreed to pay and agrees that it will not directly or indirectly pay a contingency fee for the solicitation, negotiation or obtainment of this Agreement to any person other than an employee acting in the nonnal course of the employee's duties. File#: 1210-73~1330 Vol. I Page10of16 553894 3.2 All accounts and records pertaining to the payment of fees or other compensation for the solicitation, obtainment or negotiation ·of the Agreement shall be subject to the audit provisions of the Agreement· (Annex B, clause 11). 3.3 If the Recipient certifies falsely under this section or is in default of the obligations contained therein, the Minister may either terminate this Agreement for defa~lt or recover from the Recipient by way of reduction of the contribution or otherwise the full amount of the contingency fee. 4. APPLICABLE LEGISLATION 4.1 The Recipient must ensure th8.t the Project is canied out in compliance with all applicable statutes, regulations, orders, standards and guidelines. 4.2 Acts: The Recipient agrees to comply with the spirit and ip.tent of the Employment Equity Act, S.C. 1995, c. 44, the_ Canadian Multiculturalism Act, RS., 1985, c. 24 (4th Supp.). 4.3 This Agreement shall be governed by and interpreted in accordance with the applicable laws of the Province of residence of the Recipient or main place ofbusiness. 4.4 · Any person lobbying on behalf of the Recipient shall be registered pursuant to the Lobbyists Registration Act, R.S., 1985, c. 44 (4th Supp.). 5. CONFIDENTIALITY 5.1 The Recipient shall ensure that any informatiOn of a confidential nature relating to the affairs of the Minister to which the Recipient or its officers, servants or agents become privy shall be treated as confidential and shall not disclose such information to third parties, unless such a disclosure is made pursuant to the Access to Infonnation Act, RS., 1985, c. A-1 and to the Privacy Act, R.S., 1985, c. P-21. 5.2 The Recipient shall ensure that any personal information which may be brought to the attention of the Recipient and its employees or agents will be dealt with according to the provisions of the Privacy Act, R.S.1985, c. P-21. 6, ASSETS DISPOSAL (applicable only if the Agreement allows reimburSement of capital expenditures) For any asset purchase (equipment, building, etc) that bas a cost of over $1000, the Recipient shall: 6.1 Preserve and maintain the assets acquired with contribution fundS and use them for the purposes of the funded activities during the term of this Agreement unless; 6.1.1 written exemption from this requirement is -obln:ined from the: Minister; 6.1.2 the Minister authorizes the disposition of the asset; 6.1.3 replacement of assets subject to wear is necessary; or 6.1.4 assets that have become outdated require replacement. 6.2 The Recipient agrees that, at the end of the Project or upon termination of this Agreement, if earlier, and if directed to do so by the Minister, any capital assets that have been preserved by the Recipient shall be: 6.2.1 sold at fair market value and the funds realized from such a sale applied to the eligible cost expenditures of the Project to offset the Minister's contribution to the eligible cost expenditures of the Project; or 6.2.2 turned over to another organization or person designated or approved by the Minister; or 6.2.3 disposed of in such other manner as may be determined by the Minister. 7. LIABILITY 7.1 The Minister and her/his employees and agents shall not be held liable for any :in'jury, including death to any person, or for any loss or damage to property of the Recipient or for any obligation of the Recipient or anyone else, incurred or suffered by the Recipient or its employees, agents or voluntary workers in carrying out the Project, including where the Recipient has entered into loans, capital leases or other long tenn obligations in relation to this Agreement. 7.2 Where the Recipient is an unincorporated organization, it is agreed by the representatives of the Recipient signing this Agreement on behalf of the Recipient, that they shall be personally, jointly and severally liable for all obligations, covenants, promises, liabilities and expenses assumed by the Recipient under t11is Agreement. File#: 1210-73-1330Vol. Page 11 of 16 553894 8. INDEMNIFICATION 8.1 The Recipient shall indemnify and save harmless the Minister and her/his employees and agents from and against aU claims~ losses •. damages, costs, expenses, actions and other proceedings made, sustained, brought, prosecuted, threatened to be brought or prosecuted in any manner based upon, occasioned by or attributable to any injury to or death of a person or damage to or loss of property arising from any wilful of negligent act,. omission or delay on the part of the Recipient or its employees, agents or voluntary workers in carrying out the Project, eXcept that the Minister shall not claim indemnification under this section to the extent that the injury, loss or damage bas been caused by the Minister or her/his employees or agents. 9. INSURANCE 9.1 The Recipient shall, through an appropriate policy of insurance, cover any liability resulting from anything done or omitted tiy the Recipient or its employees, agents or· voluntary workers in canying out the Project. 10. DEFAULT AND REMEDIES I 0.1 The following constitute events of default: 10.1.1 !0.1.2 10.1.3 10.L4 10.1:5 10.1.6 the Recipient becomes bankrupt or insolvent or is placed in receivership or takes the benefit of any statute relating to bankrupt and insolvent debtors; ' an order is made or a resolution is passed for the winding~up of the Recipient or the Recipient is dissolved; in the Minister's opinion, there is a change in risk that would jeopardize the success of the Project; the Recipient, either directly or through its representatives, makes or has made a false or misleading statement to the Minister; in the Minister's opinion, a condition or a coml:nitment provided for in the Agreement has not been respected; and the Recipient is no longer eligible lUlder the ••Eligibility Criteria" of the Program. 10.2 Where there is a default or where, in the Minister's opinion, there is likely to be a default under this Agreement, the Minister may reduce the contribution level, suspend any pa:yment, make arrangements under particular tenns and conditions so that the Project will be completed or continued by another Recipient, rescind thiS Agreement and immediately terminate any financial obligation ~ing out of it and require repayment of amounts already paid. 10.3 The fact that the Minister refrains from exercising a remedy or any right herein shall not be considered to be a waiver of such remedy or right and, furthermore, partial or limited exercise of a remedy or right conferred on her/him shall not prevent her/him in any way from later exercising any other remedy or right under this Agreement or other applicable Jaw. 11. EVALUATION 11.1 The Minister and the Recipient agree on the importance of assessing what has been accomplished in tenns of the defined objectives and expected results outlined in this Agreement. 11.2 The evaluation of the Agreement is a joint concern of the Minis~er and the Recipient To this end, the Recipient agrees: 11.2.1 that it sha11 provide aCtivity reports in a way that shows progreSs in relation to the defined objectives and expected results of the Project and participate_ in any evaluation of the Project as required and as mutually agreed upon; and 11.2.2 that the Ministerteserves the right to make an evaluation for a period of up to five years after the end of this Agreement to ensure compliance with the tenus and conditions of the Agreement. 12. PARTNERSHIP 12.1 The Parties acknowledge that this Agreement does not constitute an association for the purpose of establishing a partnership or Joint venture and does not create an agency relationship between the Minister and the Recipient, and that it in no way implies any agreement or undertaking to conclude any subsequent agreement. 12.2 The Recipient shall not represent itself as being a partner, co-contractor, employee or agent of the Minister in carrying out the Project referred to in this Agreement. File#: 1210-73~1330Vol. I Page 12 of 16 553894 13. ASSIGNMENT The Recipient shall not assign this Agreement or any part thereof or any payments to be made thereunder without the written permission of the Minister, but nothing shall preclude the Recipient from enlisting the assistance of others in carrying out the obligations under this Agreement. 14. MEMBERS OF PARLIAMENT OR SENATORS No Member of the House of Commons or ¢.e Senate shall_be eligible to any share of part of this Agreement or to benefit therefrom. 15. DISPUTE RESOLUTION In the event of a dispute arising under the terms of this Agreement, the parties agree to make a goOd~ faith attempt to settle the dispute. In the event that the parties are unable to resolve the dispute through negotiation. they agree. to consider mediation.-The parties will bear the costs of mediation equally. 16. AMENDMENTS This Agreement may be amended by the mutual written consent of the Parties hereto. To be vaHd, any amendment to this Agreement shall be in writing and shall be signed by the Parties hereto or by their duly authorized representatives, while this Agreement is in effect 17. SUCCESSORS This Agreement is binding upon the parties and their respective_administrators and successors. File#; 1210-73-1330Vol. 1 Page 13 ofl6 553894 ANNEXD REPORTING REQIDREMENTS INTERIM OR FINAL ACTIVITY/RESULTS REPORTS A person duly authorized by the ReCipient must certify the Interim and Final Activity/Results Reports. Interim Activity/Results Report: • an assessment of progress towards the project results and the extent to which the project has met program objectives according to performance measures stated in the application and in km~A ' • see Annex B, clause 7 for a description of required fmancial reporting The Fina] Activity/Results Report: • a letter requesting final payment • an assessment of the project results and the extent to which the project has met program objectives as stated in your application and Annex A. As part of your assessment, please complete the following table: · ' lmJ!roved guali!I and standards: NO YES If YES, how and to what extent? Did the project ..• improve the facility's technological or safety features? improve the facility's ~sabled access? improve the environmental and/or conservation controls in the facility? Enhanced efficiencl:: of O(!el"ations: Did the pro.fect ••• increase the facility's seating capacity or · visitor capacity of exhibition halls? .· increase users' (artists, employees, etc.) satisfaction with working spaces? • a statement to the effect that the Applicant haS met its obligations, under this agreement, regarding federal and provincial environmental requir~ments and provincial/municipal fire and safety standards . • see Annex B, clause 7 for a description of required fmancial reporting File#: 1210-73-1330Vol.l Page 14 of16 553894 ANNEXE ACKNOWLEDGMENT OF DEPARTMENT SUPPORT All Recipients are required to acknowledge publicly the financial assistance of the Government of Canada. For this purpose, the Department has developed the following guidelines: 1. Public announcements and press releases are to be coordinated through the Department's Communications Branch in Gatineau via the Regional office. The Recipient will advise the Department in acl':'ance of publ~c announcements or press releases. 2. Iffue Recipient publishes an official document of any kind, space shall be set aside in a mutually agreed section of the document for a message to participants from the Minister in both official languages. The message will be prepared by the Department. The Recipient will advise departmental officials well in advance of the publication. 3. Recognition of the Department's contribution will be given with appropriate means such as signage, local publicity, advertising, etc. 4. During the course of a construction or renovation project with total program contribution equal to or greater than $50,000, acknowledgement shall take the form of a temporary sign posted on the construction site. This sign, which will be prepared and installed at the Minister's expense, should be requested by the Recipient 4 weeks before the construction or renovation work starts. 5. Upon completion of the construction or renovation project with total program contribution equal to or greater than $50,000, a permanent plaque acknowledging the participation of the Department shall be installed and displayed in a publicly visible location. This plaque shall be prepared at the Minister's expense and provided to the Recipient by the Department. The costs incurred in mounting the plaque are the responsibility of the Recipient. File#: 1210-73-1330 Vol. 1 Page 15 of 16 553894 ANNEXF We, the Mayor and City Clerk of The Corporation of the Town of Anrora confirm that the following staff is/are affirmed as signatory/signatories, having signing authority for all matters concerning this Agreemellt. . Staff Signatory/Signatories ~k Jehu Gutte:tidge PAt.~.L-7 PILLmr;lN Direetw offiaance J:)EPvrt'i T"R.l:-..,..sut?BR.. Corporation of the Town of Aurora Corporation of the Town of Aurora Signatures Ph)41is Hams R<>Geer 0 M c Rotlb"'F5 OEfurt Mayor 'File#: 1210~73-1330 Vol I Page l6 ofl6 c~ Robert Panizza ceyclerk i1WtJ 553894 .