Infrastructure Bi-lateral Agreements (for Clean Water and Wastewater Fund and Public Transit Infrastructure Fund)
Canada - Newfoundland and Labrador

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This Agreement is made as of the date of last signature

BETWEEN:

HER MAJESTY THE QUEEN IN RIGHT OF CANADA, as represented by the Minister of Infrastructure, Communities and Intergovernmental Affairs ("Canada")

AND:

HER MAJESTY THE QUEEN IN RIGHT OF NEWFOUNDLAND AND LABRADOR, as represented by the Minister of Municipal Affairs and the Minister for Intergovernmental Affairs (“Newfoundland and Labrador”)

individually referred to as a "Party" and collectively referred to as the "Parties".

WHEREAS the Government of Canada announced in Budget 2016 an investment of $120 billion in infrastructure over 10 years, including $60 billion in new funding for public transit, green infrastructure, and social infrastructure, to better meet the needs of Canadians and better position Canada's economy for the future.

WHEREAS the Government of Canada proposes to provide $11.9 billion from this plan of which $3.4 billion will be used to upgrade and improve public transit systems and $2.0 billion will be used for investments in water and wastewater projects.

WHEREAS the Minister of Infrastructure, Communities and Intergovernmental Affairs is responsible for the Programs entitled the Public Transit Infrastructure Fund (PTIF) and the Clean Water and Wastewater Fund (CWWF) and wishes to provide financial support to Newfoundland and Labrador for Projects under both Programs under this Agreement.

NOW THEREFORE, the Parties agree as follows:

1 INTERPRETATION

1.1 DEFINITIONS

In addition to the terms and conditions defined in the recitals and elsewhere in this Agreement, a capitalized term has the meaning given to it in this Section.

“Agreement” means this bilateral agreement and all its schedules, as may be amended from time to time.

“Agreement End Date” means March 31, 2020.

“Asset” means any real or personal property or immovable or movable asset, acquired, constructed, rehabilitated or improved, in whole or in part, with funds provided by Canada under the terms and conditions of this Agreement.

“Communications Activities” include, but are 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.

"Municipal Government" means a city, town or region pursuant to the Municipalities Act, 1999, R.S.N.L. 1999, c. M-24; the City of St. John's pursuant to the City of St. John's Act, R.S.N.L. 1990, c. C-17; the City of Corner Brook pursuant to the City of Corner Brook Act, R.S.N.L. 1990 c.C-15; the City of Mount Pearl pursuant to the City of Mount Pearl Act, R.S.N.L. 1990, c.C-16; a Regional Service Board pursuant to the Regional Service Boards Act, R.S.N.L. 1990 c.R-8;Inuit Community Government as defined in the Labrador Inuit Land Claims Agreement.

“Effective Date” means the date of last signature of this Agreement.

“Eligible Expenditures” mean those costs of a Project incurred and eligible for payment by Canada as set out in Schedule A (Program Details).

“Fiscal Year” means from April 1st of a calendar year to March 31st of the next calendar year.

“Joint Communications” are events, news releases, and signage that relate to the promotion of the Program and/or Projects and are collaboratively developed and approved by Canada, Newfoundland and Labrador and the Ultimate Recipient, and are not operational in nature.

“Oversight Committee” means the committee established in accordance with Section 7 (Oversight Committee).

“Program” means PTIF or CWWF as set out in Schedule A (Program Details).

“Project(s)” means one or more projects as set out in the Project List and approved by Canada.

“Project Incrementality” means a Project that would not otherwise have been undertaken in 2016-17 or 2017-18 and/or a Project that would not have been undertaken without federal funding.

“Project List” means the list of projects that Newfoundland and Labrador will identify, to be funded through the Program in accordance with Section 8 (Project Identification, Approval and Amendments).

“Project Complete” means when a Project can be used for the purpose for which it was intended, all required reports have been submitted to Newfoundland and Labrador and final payment has been made.

“Total Financial Assistance” means total Project funding from all sources, including funding from federal, provincial, territorial, and municipal sources, private sources and in-kind contributions.

“Ultimate Recipient” means an entity identified under sections A.1 b) and A.2 b) of Schedule A (Program Details) that is eligible to receive funding under the Program for a Project under this Agreement.

“Ultimate Recipient Agreement” means an agreement between Newfoundland and Labrador and the Ultimate Recipient under the PTIF or CWWF.

1.2 ENTIRE AGREEMENT

This Agreement comprises the entire agreement between the Parties in relation to the subject of the Agreement. No prior document, negotiation, provision, undertaking or agreement has legal effect, unless incorporated by reference into this Agreement. No representation or warranty express, implied or otherwise, is made by Canada to Newfoundland and Labrador except as expressly set out in this Agreement.

1.3 DURATION OF AGREEMENT

This Agreement will be effective as of the Effective Date and will terminate on the Agreement End Date.

1.4 SCHEDULES

The following schedules are attached to, and form part of this Agreement:

Schedule A - Program Details
Schedule B - Reporting
Schedule C - Communications Protocol

2 PURPOSE OF THE AGREEMENT

The purpose of this Agreement is to establish the terms and conditions whereby Canada will provide funding to Newfoundland and Labrador for Projects.

3 COMMITMENTS BY CANADA

Canada agrees to provide funding under PTIF to Newfoundland and Labrador in a total amount not to exceed four million, nine hundred forty thousand dollars ($4,940,000) to be paid in accordance with Schedule A (Program Details).
Canada agrees to provide funding under CWWF to Newfoundland and Labrador in a total amount not to exceed seventy million, six hundred thousand, one hundred thirty four dollars ($70,600,134) to be paid in accordance with Schedule A (Program Details).
The Parties acknowledge that Canada's role in a Project is limited to approving the project list and to making a financial contribution to Newfoundland and Labrador for that Project and that Canada will have no involvement in the implementation of that Project or its operation. Canada is neither a decision-maker nor an administrator to a Project.

4 COMMITMENTS BY NEWFOUNDLAND AND LABRADOR

Newfoundland and Labrador will be responsible for the complete, diligent, and timely implementation of this Agreement, within the costs and deadlines specified in this Agreement and in accordance with the terms and conditions of this Agreement.
Unless Newfoundland and Labrador is the Ultimate Recipient, Newfoundland and Labrador will enter into an Ultimate Recipient Agreement with each Ultimate Recipient and ensure that Ultimate Recipient Agreements are consistent with but are no less favourable to Canada than the relevant provisions of this Agreement. Where Newfoundland and Labrador is an Ultimate Recipient, Newfoundland and Labrador will be subject to all terms and conditions set out in this Agreement.
Newfoundland and Labrador acknowledges that funding that may be received from Canada for these Programs is not intended to replace or displace existing sources of funding for Ultimate Recipient expenditures on Projects. As such, over the term of this Agreement, Newfoundland and Labrador will ensure that Ultimate Recipient expenditures on Projects must result in incremental spending.
Newfoundland and Labrador will ensure that Ultimate Recipients have provided proof, in a manner acceptable to Canada, that Projects on the Project List meet the definition of Project Incrementality.
Newfoundland and Labrador will be responsible for any costs associated with a withdrawn or cancelled Project, and any costs related to a Project that does not meet Project Incrementality and will repay to Canada any and all disallowed costs, surpluses, unexpended contributions, and overpayments made under and according to the terms and conditions of this Agreement.
Newfoundland and Labrador will inform Canada immediately of any fact or event that will compromise wholly, or in part, a Project.

5 APPROPRIATIONS

Notwithstanding any other provision of this Agreement, funding is dependent on an appropriation of funds by the Parliament of Canada for the Fiscal Year in which the payment is to be made.
Canada may reduce or terminate any payment under this Agreement in response to the reduction of appropriations or departmental funding levels in respect of transfer payments, the Program under which this Agreement was made or otherwise, as evidenced by any appropriation act or the federal Crown's main or supplementary estimates expenditures. Canada agrees to provide prompt notification of any such reduction in payments and will not be liable for any direct, indirect, consequential, exemplary or punitive damages, regardless of the form of action, whether in contract, tort or otherwise, arising from any such reduction or termination of funding.
Canada acknowledges that any contribution to a Project by Newfoundland and Labrador is subject to an appropriation by Newfoundland and Labrador Legislature.

6 FISCAL YEAR BUDGETING

The amount of the funding payable by Canada for each Fiscal Year as set out in section A.1 c) ii. and A.2 c) i of Schedule A (Program Details).
If the actual amount payable by Canada in respect of any Fiscal Year is less than the estimated amount in section A.1 c) ii. and A.2 c) i of Schedule A (Program Details), Newfoundland and Labrador may request that Canada re-allocate the difference between the two amounts to a subsequent Fiscal Year. Subject to Section 5 (Appropriations), Canada agrees to make reasonable efforts to accommodate Newfoundland and Labrador's request. Newfoundland and Labrador acknowledges that requests for re-allocation of Project funding will require appropriation adjustments or federal Crown approvals.
In the event that any requested re-allocation of Project funding is not approved, the amount of Canada's contribution payable in accordance with to Section 3 (Commitments by Canada) may be reduced by the amount of the requested re-allocation. If the contribution payable by Canada in accordance with to Section 3 (Commitments by Canada) is so reduced, the Parties agree to review the effects of such reduction on the overall implementation of the Project and to adjust the terms and conditions of this Agreement as appropriate.

7 OVERSIGHT COMMITTEE

Within sixty (60) business days of the signing of this Agreement, the Parties will establish one or more Oversight Committee(s) co-chaired by representatives of Canada and Newfoundland and Labrador or use an already existing Committee established between the Parties to monitor this Agreement. The Oversight Committee(s) will:

monitor compliance of the implementation of this Agreement with the terms and conditions of this Agreement;
act as a forum to resolve potential issues and address concerns;
review and, as necessary, recommend to the Parties amendments to the Agreement;
monitor the implementation of the Schedule C (Communications Protocol);
approve and ensure audits plans are carried out as per the Agreement; and
attend to any other function required by this Agreement, including monitoring project risk and mitigation measures, or as mutually directed by the Parties.

8 PROJECT IDENTIFICATION, APPROVAL AND AMENDMENTS

8.1 PROJECT IDENTIFICATION AND APPROVAL

Newfoundland and Labrador will provide to Canada an initial Project List to be funded under the PTIF and an initial Project List to be funded under CWWF subject to the provisions in Schedule A (Program Details) upon signature of the Agreement for Canada's approval.
Within six months of the Effective Date of the Agreement, Newfoundland and Labrador will fully allocate the entirety of Canada's contribution towards Projects in accordance with Schedule A (Program Details) through the submission of additional Project List(s), if required for Canada's approval.
The Project List for each Program will be submitted in a format acceptable to Canada, signed by a delegated senior official and will include the following information for each Project:

Unique Project Identifier;
Ultimate Recipient;
Project location;
Project address;
Project Title;
A description of the Project;
Identification of Nature of Project;

New
Rehabilitation
Expansion; or
Study/Planning/Asset Mangement

Total Project Cost, Total Eligible Cost and a breakdown of all funding sources;
Forecasted project start date and end date;
Eligible Investments Category as per Schedule A.1 e) (Eligible Investments Categories) under PTIF and as per Schedule A.2 f) (Eligible Investments Categories) under CWWF;
Eligible Project Funding category as per Schedule A.2 e) (Eligible Project Funding Categories) CWWF only;
Whether any part of the Project is located on federal land;
Identification of which of the following objectives the Project will support:

Increased capacity or lifespan of the Asset;
Enhanced service;
Improved environmental outcomes.

Whether the ultimate recipient has evidence of incrementality;
Description of risk factors of the Project;
An attestation signed by a senior delegated official of Newfoundland and Labrador that Project Incrementality has been met; and
An attestation that federal funding will support only Eligible Expenditures and that the Projects on the Project List(s) meet the provisions as specified in this Bilateral Agreement.

Canada reserves the right to request additional information for review and approval purposes, including assessment of risks, or to make a determination as per Sections 16 (Environmental Assessment) and 17 (Aboriginal Consultation).
In cases of new or expansion Projects, Canada may require additional assurance that Projects can be completed by March 31, 2018 for PTIF and CWWF. This may include assurances by professionals (e.g. architects, engineers)
Canada will inform Newfoundland and Labrador once a Project List has been approved or rejected.
Newfoundland and Labrador will promptly inform Canada of any cancelled or withdrawn Projects and promptly provide to Canada a revised Project List for approval.

8.2 PROJECT AMENDMENTS

Newfoundland and Labrador will submit a revised Project List for approval by Canada when seeking to modify, add or delete a Project. The revised Project List will include all information required under Section 8.1 c) (Project Identification, and Approval).
Canada reserves the right to request additional information for review and approval purposes, including assessment of risks to make a determination as per Sections 16 (Environmental Assessment) and 17 (Aboriginal Consultation). Canada will inform Newfoundland and Labrador once the revised Project List has been approved.

9 PAYMENTS

9.1 PAYMENT CONDITIONS

Canada will not:

pay interest for failing to make a payment under this Agreement;
pay any claims until the requirements under Section 16 (Environment) and Section 17 (Aboriginal Consultations), if applicable, are, in Canada's opinion, satisfied to the extent possible at the date the claim is submitted to Canada; and
No claims will be paid until reports due at the time the claim is made are received and accepted by Canada as required under Schedule B (Reporting).

9.2 PAYMENTS

Newfoundland and Labrador will submit a request for payment to Canada covering the Eligible Expenditures for all Projects, at a minimum, on a semi-annual basis, in a form acceptable to Canada. Each request for a payment will include an attestation in a format acceptable to Canada, signed by a delegated senior financial official, that Eligible Expenditures have been incurred; and,
Canada will promptly make a payment to the Newfoundland and Labrador upon review and approval of a payment request, subject to the terms and conditions of the Agreement.

9.3 PAYMENT DEADLINE

Canada will make payments no later than March 31, of the year following the Fiscal Year in which the Eligible Expenditures were incurred;
Canada will make the final payment under PTIF no later than October 31, 2019 and under CWWF no later October 31, 2019.

9.4 RETENTION OF CONTRIBUTION

Canada will retain a maximum of ten percent (10%) of its funding for each Program under this Agreement. The amount retained by Canada for a Program will be released by Canada when:

Newfoundland and Labrador fulfils all of its obligations for that Program under this Agreement; and
the Parties carry out a final reconciliation of all claims and payments in respect of that Program and make any adjustments required in the circumstances.

10 REPORTING

Newfoundland and Labrador will provide to Canada, at minimum on a semi-annual basis:

a project progress report in a format acceptable to Canada and in accordance with Section B.1 of Schedule B (Reporting); and
an outcomes progress report in a format acceptable to Canada on completed Projects and in accordance with Section B.2 of Schedule B (Reporting).

Newfoundland and Labrador will submit, in a format acceptable to Canada, no later than October 31, 2019

final project report in accordance with Section B.3 of Schedule B (Reporting); and
final outcomes report on all Projects in accordance with Section B.4 of Schedule B (Reporting).

11 AUDIT

Newfoundland and Labrador will conduct audits as required under the audit plans approved by the Oversight Committee. The audit plan will include at minimum one compliance audit, which will include a financial component, over the term of the Agreement and up to two years after the Agreement End Date.
Newfoundland and Labrador agrees to provide Canada with all relevant audit reports and will ensure that prompt and timely corrective action is taken in response to any audit findings and recommendations conducted in accordance with this Agreement. Newfoundland and Labrador will submit to Canada in a timely manner, a report on follow-up actions taken to address recommendations and results of the audit.
Canada reserves the right to undertake any audit in relation to this Agreement at its expense. In the event where Canada does undertake an audit, it will provide Newfoundland and Labrador reasonable notice.
Newfoundland and Labrador will keep proper and accurate financial accounts and records, including but not limited to its contracts, invoices, statements, receipts, and vouchers, in respect of a Project for at least six (6) years after the termination of this Agreement and will provide Canada and its designated representatives with reasonable and timely access to documentation for the purposes of audit and ensuring compliance with this Agreement.

12 EVALUATION

Newfoundland and Labrador may be asked to participate in an evaluation of the Program and agrees to provide Project-related information to Canada during and following the Agreement End Date in order for Canada to conduct an evaluation of the performance of the Program. All evaluation results will be made available to the public.

13 DISPUTE RESOLUTION

The Parties will keep each other informed of any issue that could be contentious.
If a contentious issue arises, the Oversight Committee will examine it and will, in good faith and reasonably, attempt to resolve potential disputes as soon as possible and in any event within thirty (30) business days within receipt of notice of such contention issue. Where the Oversight Committee cannot agree on a resolution, the matter will be referred to the Parties for resolution. The Parties will provide a decision within ninety (90) business days.
Where the Parties cannot agree on a resolution, the Parties may explore any alternative dispute resolution mechanisms available to them to resolve the issue.
Any payments related to any contentious issue or dispute raised by either Party may be suspended by Canada together with the obligations related to such issue, pending resolution.
The Parties agree that nothing in this section will affect, alter or modify the rights of either Party to terminate this Agreement.

14 INDEMNIFICATION

Newfoundland and Labrador will at all times indemnify and save harmless Canada, its officers, servants, employees or agents, from and against all actions, whether in contract, tort or otherwise, claims and demands, losses, costs, damages, suits or other proceedings by whomsoever brought or prosecuted in any manner based upon or occasioned by any injury to persons, damage to or loss or destruction of property, economic loss or infringement of rights caused by, in connection with or arising directly or indirectly from this Agreement, an Ultimate Recipient Agreement or a Project, except to the extent to which such actions, claims, demands, losses, costs, damages, suits or other proceedings relate to the negligence or breach of the Agreement by an officer, servant, employee or agent of Canada in the performance of his or her duties.

15 DISPOSAL OF ASSETS

Unless otherwise agreed to by the Parties, Newfoundland and Labrador will ensure that the Ultimate Recipient will retain title to and ownership of an Asset for five (5) years after the Agreement End Date.
If at any time within five (5) years from the Agreement End Date of a Project, an Ultimate Recipient sells, leases, or otherwise disposes of, directly or indirectly, any Asset purchased, acquired, constructed, rehabilitated or renovated, in whole or in part, under this Agreement, other than to Canada, Newfoundland and Labrador, a local government, or with Canada's consent, the Ultimate Recipient may be required to reimburse Canada, via Newfoundland and Labrador, any funds received from Newfoundland and Labrador for the Project.

16 ENVIRONMENTAL ASSESSMENT

Canada's funding for a Project is conditional upon Canada being satisfied that the responsibility of the federal authority and/or responsible authority under the Canadian Environmental Assessment Act, 2012 (CEAA, 2012) and other applicable agreements between Canada and Aboriginal groups are met and continues to be met.

17 ABORIGINAL CONSULTATION

Canada's funding for a Project is conditional upon Canada being satisfied that its obligations with respect to the legal duty to consult, and if applicable accommodate Aboriginal groups are met.

18 GENERAL

18.1 ACCOUNTING PRINCIPLES

All accounting terms will have the meanings assigned to them, all calculations will be made and all financial data to be submitted will be prepared, in accordance with the Public Sector Accounting Standards in effect in Canada.

18.2 SURVIVAL

The Parties' rights and obligations, which by their nature, extend beyond the termination of this Agreement, will survive any termination of this Agreement.

18.3 COUNTERPART SIGNATURE

This Agreement may be signed in counterpart, and the signed copies will, when attached, constitute an original agreement.

18.4 SEVERABILITY

If for any reason a provision of this Agreement that is not a fundamental term of this Agreement between the Parties is found to be or becomes invalid or unenforceable, in whole or in part, and if both Parties agree, it will be deemed to be severable and will be deleted from this Agreement, but all the other terms and conditions of this Agreement will continue to be valid and enforceable.

18.5 ASSIGNMENT

The Newfoundland and Labrador will not transfer or assign its rights or obligations under this Agreement without the prior written consent of Canada. Any attempt by the Newfoundland and Labrador to assign any of the rights, duties or obligations of this Agreement without Canada's express written consent is void.

18.6 AMENDMENTS

This Agreement may be amended from time to time on written agreement of the Parties.

18.7 WAIVER

A Party may waive any of its rights under this Agreement only in writing. Any tolerance or indulgence demonstrated by the Party will not constitute a waiver.

18.8 NOTICE

Any notice provided for under this Agreement may be delivered in person, sent by mail, or facsimile, addressed to:

for Canada:

Assistant Deputy Minister
Program Operations Branch
Infrastructure Canada
1100 - 180 Kent Street
Ottawa, Ontario
K1P 0B6

or to such other address or facsimile number or addressed to such other person as Canada may, from time to time, designate in writing to Newfoundland and Labrador; and

for Newfoundland and Labrador:

ASSISTANT DEPUTY MINISTER
Municipal Infrastructure Programs
Department of Municipal Affairs
PO Box 8700, St. John's, NL, A1B 4J6

or such other address or facsimile number or addressed to such other person as Newfoundland and Labrador, from time to time, designate in writing to Canada.

Such notice will be deemed to have been received, if sent by mail, when receipt is acknowledged by the other Party; by facsimile, when transmitted and receipt is confirmed; and in person, when delivered.

18.9 COMPLIANCE WITH LAWS

Newfoundland and Labrador will comply with all applicable laws, regulations, all requirements of regulatory bodies having jurisdiction over the subject matter of the Project.

18.10 GOVERNING LAW

This Agreement is governed by the laws applicable in the Province of Newfoundland and Labrador.

18.11 SUCCESSORS AND ASSIGNS

This Agreement is binding upon the Parties and their respective successors and assigns.

SIGNATURES

This Agreement has been executed on behalf of Canada by the Minister of Infrastructure, Communities and Intergovernmental Affairs and on behalf of Her Majesty the Queen in right of the Province of Newfoundland and Labrador by the Minister of Municipal Affairs and the Minister for Intergovernmental Affairs.

CANADA
Original signed by:

The Honourable Amarjeet Sohi
Minister of Infrastructure, Communities and Intergovernmental Affairs

Date : July 8, 2016

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF NEWFOUNDLAND AND LABRADOR
Original signed by:

The Honourable Eddie Joyce
Minister of Municipal Affairs

Date : July 8, 2016

The Honourable Dwight Ball
Minister for Intergovernmental Affairs

Date : July 8, 2016

SCHEDULE A - PROGRAM DETAILS

A.1 Public Transit Infrastructure Fund (PTIF)

Objective

The PTIF will help accelerate short term municipal investments while supporting the rehabilitation of transit systems and funding studies to support longer term transit expansion plans.

Ultimate Recipient

The following are eligible as Ultimate Recipients for funding:

Provinces and territories;
Municipal or regional governments established by or under a provincial or territorial statute;
Transit agencies or authorities established by a provincial, territorial, or local government;
Organizations designated by Newfoundland and Labrador and agreed to by Canada; and,

Canada's Funding

Allocation to Ultimate Recipient
1. Newfoundland and Labrador agrees to allocate a minimum of $50,000 to each Ultimate Recipient with the remaining funds being distributed based on ridership as set out below:
  
  Ultimate Recipient Ridership Allocation
  
  City of St. John's (Metrobus) 3,002,310 $4,787,102
  
  City of Corner Brook 65,217 $152,898
  
  Total 3,067,527 $4,940,000
2. Newfoundland and Labrador will promptly provide to Canada updates to the table upon any revision of the allocations for Canada's approval.
Fiscal Year Breakdown
Canada's total funding for all Projects will be allocated in accordance with the estimated Fiscal Year breakdown below:

Year Canada ($M)

2016-2017

$2,940,000

2017-2018

$2,000,000

2018-2019

$0

TOTAL

$4,940,000
Administrative Funding

Ultimate Recipient	Ridership	Allocation
City of St. John's (Metrobus)	3,002,310	$4,787,102
City of Corner Brook	65,217	$152,898
Total	3,067,527	$4,940,000

Year	Canada ($M)
2016-2017	$2,940,000
2017-2018	$2,000,000
2018-2019	$0
TOTAL	$4,940,000

Newfoundland and Labrador may allocate up to 1% of Canada’s total funding for administrative costs incurred in the implementation of this Agreement.

Stacking & Cost Sharing
The maximum federal funding to a Project, from all federal sources, will not exceed one half (50%) of the total Eligible Expenditures for that Project. If the federal Crown's total contribution towards a Project exceeds fifty percent (50%) of that Project's total Eligible Expenditures or if the Total Financial Assistance received or due in respect of the total Project costs exceeds one hundred per cent (100%) thereof, Canada may recover the excess from Newfoundland and Labrador or reduce its contribution by an amount equal to the excess.
Eligible Investments Categories

The following are eligible investments:

Capital projects for the rehabilitation, optimization and modernization of public transit infrastructure, or that improve the efficiency, accessibility and/or safety of public transit infrastructure (including rehabilitation or enhancement of existing guide ways, maintenance and storage facilities, or other existing public transit capital assets; refurbishment or replacement of existing rolling stock; and replacement or enhancement of transit stations);
Expenditures to support the asset management capacity of a public transit system;
Expenditures to support the design and planning for the future expansion and improvements to public transit systems, including transportation demand management measures and studies and pilot projects related to innovative and transformative technologies; and
Projects for system expansion, which may include active transportation, if they can be completed within the program timeframe.

Note: Active transportation infrastructure includes those elements that support active transportation, including but not limited to: improved sidewalks, dedicated bike lanes, pedestrian-bicycle signals and safer crossing points, bike racks, and greenways for walking and cycling. Infrastructure investments can contribute to building integrated networks of pedestrian and cycling paths that are designed for efficient transportation and make access to public transit easily integrated with pedestrian and cycling facilities.

Eligible Expenditures
Eligible Expenditures will include the following:
1. All costs considered by Canada to be direct and necessary for the successful implementation of an eligible Project, excluding those identified under Schedule A.1 g) (Ineligible Costs);
2. Costs of Aboriginal consultation, and where appropriate, accommodation; and
3. Costs incurred between April 1, 2016 and March 31, 2018.
Ineligible Expenditures
Ineligible costs include the following:
1. Costs incurred prior to April 1, 2016 and costs incurred after March 31, 2018;
2. Costs incurred for cancelled Projects;
3. Land acquisition; leasing land, buildings and other facilities; leasing equipment other than equipment directly related to the construction of the project; real estate fees and related costs;
4. Financing charges, legal fees and loan interest payments, including those related to easements (e.g. surveys);
5. Any goods and services costs which are received through donations or in kind;
6. Provincial sales tax and Goods and Services Tax/Harmonized Sales Tax, for which the Ultimate Recipient is eligible for a rebate, and any other costs eligible for rebates; and
7. Costs associated with operating expenses and regularly scheduled maintenance work.

A.2 Clean Water and Wastewater Fund (CWWF)

Objective
The CWWF will help accelerate short term municipal investments, while supporting the rehabilitation of water, wastewater and stormwater infrastructure, and the planning and design of future facilities and upgrades to existing systems.
Ultimate Recipient
The following are eligible as Ultimate Recipients for funding:
1. Provinces and territories;
2. Organizations designated by a province or territory and agreed to by Canada;
3. Municipal or regional governments established by or under a provincial or territorial statute; and,
4. Other entities providing water or wastewater services to communities as designated by Newfoundland and Labrador.
Canada's Funding
1. Fiscal Year Breakdown
2. Administrative Funding
  Newfoundland and Labrador may allocate up to 1% of Canada's total funding for administrative costs incurred in the implementation of this Agreement.
Stacking & Cost Sharing
The maximum federal funding to a Project, from all federal sources, will not exceed one half (50%) of the total Eligible Expenditures for that Project. If the federal Crown's total contribution towards a Project exceeds fifty percent (50%) of that Project's total Eligible Expenditures or if the Total Financial Assistance received or due in respect of the total Project costs exceeds one hundred per cent (100%) thereof, Canada may recover the excess from NEWFOUNDLAND AND LABRADOR or reduce its contribution by an amount equal to the excess.
Eligible Project Funding Categories
1. Water
2. Wastewater
3. Stormwater
Eligible Investments Categories

Year	Canada ($M)
2016-2017	$5,000,000
2017-2018	$47,950,100
2018-2019	$17,650,034
TOTAL	$70,600,134

The following are eligible investments:

Capital projects for the rehabilitation of water treatment and distribution systems, and wastewater and storm water collection, conveyance and treatment systems;
Separation of existing combined sewers and/or combined sewer overflow control;
Initiatives that support system optimization and improved asset management including studies and pilot projects related to innovative and transformative technologies;
Design and planning for upgrades to wastewater treatment infrastructure to meet federal regulatory requirements; and
New construction projects, including the construction of naturalized systems for management and treatment of wastewater and storm water, if the projects will be completed within the program timeframe.

Eligible Expenditures
Eligible Expenditures will include the following:
1. All costs considered by Canada to be direct and necessary for the successful implementation of an eligible Project, excluding those identified under Schedule A.2 h) (Ineligible Costs);
2. Costs of Aboriginal consultation, and where appropriate, accommodation; and
3. Costs incurred between April 1, 2016 and March 31, 2018.
Ineligible Costs
Ineligible costs include the following:
1. Costs incurred prior to April 1, 2016 and costs incurred after March 31, 2018;
2. Costs incurred for cancelled projects;
3. Land acquisition; leasing land, buildings and other facilities; leasing equipment other than equipment directly related to the construction of the project; real estate fees and related costs;
4. Financing charges, legal fees and loan interest payments (including those related to easements (e.g. surveys);
5. Any goods and services costs which are received through donations or in kind;
6. Provincial sales tax and Goods and Services Tax/Harmonized Sales Tax, for which the Ultimate Recipient is eligible for a rebate, and any other costs eligible for rebates; and
7. Costs associated with operating expenses and regularly scheduled maintenance work.

SCHEDULE B - REPORTING

B.1 PROJECT PROGRESS REPORT

The progress report will include the following information:

Unique Project Identifier
Ultimate Recipient Legal Name
Project Title
Project Description
Total Project Cost
Total Eligible Cost
Program Contribution (Eligible Expenditures)
Other Federal Contribution (Eligible Expenditures)
Provincial Contribution (Eligible Expenditures)
Municipal Contribution (Eligible Expenditures)
Other Contribution (Eligible Expenditures)
Federal Signage Installed (Y/N)
Forecasted Start Date (Updated from Project List)
Forecasted End Date (Updated from Project List)
Actual Start Date
Actual End Date
Progress Towards Completion (%)
Project Complete? (Y/N)
Progress Note
Risk Factors
Mitigation Measures

B.2 OUTCOMES PROGRESS REPORT

Newfoundland and Labrador will provide relevant baseline data for the performance indicators identified below in B.2 c) and d) within six (6) months of the Effective Date of the Agreement.
Newfoundland and Labrador will be required to provide aggregated results on progress on outcomes based on relevant performance indicators identified below B.2 c) and d).
The performance indicators for PTIF are as follows:

Outcome	PTIF Performance Indicator
Projects that support modernization	Number of funded transit system projects that have incorporated modern, innovative technology
Funded plans are being implemented	Number of funded plans or studies that have resulted in identified capital projects that are either included in capital planning documents with associated funding or that are in the process of being implemented
Improved rehabilitation	Average number of years of useful life remaining on applicable transit assets, extended as a result of funded investments
	Percentage of assets that have increased their physical condition rating (as per reporting guideline) as a result of funding
	Average percentage decrease in unplanned service interruptions per month (not related to weather) that can be attributed to funded investments
Increased safety	Number of funded transit system projects that have added safety features or equipment
Increased safety	Estimated percentage decrease in incidents (collision and non-collision) that can be attributed to funded investments
Increased accessibility	Average increase in percentage of transit system fleets that are low-floor accessible as a result to funding
Improved efficiency	Average Life Cycle Cost of applicable transit system assets after completion of funded investments
	Average litres of fuel per passenger-kilometre after completion of funded investments
	Total estimated cubic-meters of natural gas saved as a result of funded investments
	Total estimated kilowatt-hours saved as a result of funded investments
Transit systems are expanding	Total of new passenger-kilometres travelled as a result of funded system expansion projects
Projects are incremental	Total value of capital expenditures for transit projects for year 2016 (to be reported on at final report)
Projects are incremental	Total value of capital expenditures for transit projects for year 2017 (to be reported on at final report)

The performance indicators for CWWF are as follows:

Outcome	CWWF Performance Indicator
Improved reliability	Average % decrease in unplanned service interruptions per month (not related to weather)
Improved reliability	Average % decrease in volume of water leakage and/or infiltration that can be attributed to funded investments
Improved efficiency	Total estimated kilowatt-hours saved as a result of funded investments
	Average Life Cycle Cost of applicable water treatment systems after construction
	Average Life Cycle Cost of applicable wastewater treatment and stormwater systems after construction
Improved rehabilitation	Percentage of assets that have increased their physical condition rating (as per reporting guideline) as a result of funding
	Average number of years of useful life remaining on applicable wastewater treatment and collection components, extended as a result of funded investments
	Average number of years of useful life remaining on applicable storm water components, extended as a result of funded investments
	Average number of years of useful life remaining on applicable water treatment and distribution components, extended as a result of funded investments
Funded plans are being implemented	Number of funded water treatment plans and studies that have resulted in identified capital projects that are either included in capital planning documents with associated funding or that are in the process of being implemented
Funded plans are being implemented	Number of funded wastewater plans and studies that have resulted in identified capital projects that are either included in capital planning documents with associated funding or that are in the process of being implemented
Safer drinking water	Number of water treatment facilities that have improved water quality as a result of funded investments
	Number of drinking water systems that have eliminated a boil water advisory as a result of funded investments
	Number of water treatment systems that have met or exceeded applicable regulations and guidelines as a result of funding
Cleaner wastewater and stormwater	Number of applicable wastewater systems by treatment level (no treatment, Primary. Secondary, Tertiary) after end of construction
	Number of systems that have improved the quality of wastewater effluent or storm water discharge as a result of funded investments
	Number of wastewater systems that have met or exceeded applicable regulations and guidelines as a result of funding
Projects are incremental	Total value of capital expenditures for water and wastewater system projects for 2016
Projects are incremental	Total value of capital expenditures for water and wastewater system projects for 2017

B.3 FINAL PROJECT REPORT

The final report will include the following:

All information required under Schedule B.1 (Project Progress Report);
An attestation, signed by a delegated senior official of Newfoundland and Labrador that:
1. Projects have been completed;
2. Federal funding was spent on Eligible Expenditures in accordance with the terms and conditions of the Agreement; and
3. Project Incrementality has been respected.

B.4 FINAL OUTCOMES REPORT

The final outcomes report will include aggregated results on outcomes based on performance indicators identified in B.2 c) and d) against the baseline data provided in B.2 a).

SCHEDULE C - COMMUNICATIONS PROTOCOL

C.1 Purpose

This Communications Protocol outlines the roles and responsibilities of each of the Parties to this Agreement, as well as those of the Ultimate Recipient, with respect to Communications Activities related to Projects.
This Communications Protocol will guide all Communications Activity planning, development and implementation with a view to ensuring efficient, structured, continuous, consistent and coordinated communications to the Canadian public.
The provisions of this Communications Protocol apply to all Communications Activities related to this Agreement and any Projects funded under this Agreement.

C.2 Guiding Principles

Communications Activities undertaken through this Communications Protocol should ensure that Canadians are informed of infrastructure investments made to help improve their quality of life and that they receive consistent information about funded Projects and their benefits.
The Communications Activities undertaken to recognize federal funding will take into account the financial value and duration of the Project(s) and the feasibility of mounting joint Communications Activities.
Newfoundland and Labrador is responsible for communicating the requirements and responsibilities outlined in this Communications Protocol to Ultimate Recipients and for ensuring their compliance.
Newfoundland and Labrador will communicate to Ultimate Recipients any deficiencies and/or corrective actions identified by Canada or by the Oversight Committee.

C.3 Joint Communications

Canada, Newfoundland and Labrador and the Ultimate Recipient will have Joint Communications about the funding and status of the Project(s).
Joint Communications related to Projects funded under this Agreement should not occur without the prior knowledge and agreement of all Parties and the Ultimate Recipient.
All Joint Communications material will be approved by Canada and will recognize Canada's contribution under Schedule A (Program Details) and/or the Total Financial Assistance received for the Project(s).
Each of the Parties or the Ultimate Recipient may request Joint Communications. The requestor will provide at least 15 business days' notice to the other Parties or the Ultimate Recipient. If the Communications Activity is an event, it will take place at a mutually agreed date and location.
The requestor of the Joint Communications will provide the opportunity for the other Parties or the Ultimate Recipient to choose to participate and choose their own designated representative (in the case of an event).
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 other Parties' logos. In such cases, Canada will provide the translation services and final approval on products.
The conduct of all Joint Communications will follow the Table of Precedence for Canada as applicable.

C.4 Individual Communications

Notwithstanding Section C.3 of this Communications Protocol (Joint Communications), Canada retains the right to meet its obligations to communicate information to Canadians about the Agreement and the use of funds through its own Communications Activities.
Each Party may include general Program messaging and Project examples in their own Communications Activities. Canada, Newfoundland and Labrador and the Ultimate Recipient will not unreasonably restrict the use of, for their own purposes, Communications Activities related to Projects funded through the Agreement and if web- or social-media based, from linking to it.

C.5 Operational Communications

Newfoundland and Labrador and the Ultimate Recipient are solely responsible for operational communications with respect to Projects, 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.

C.6 Media Relations

Canada and Newfoundland and Labrador will share information promptly with the other Party should significant media inquiries be received or emerging media or stakeholder issues arise to a Project or the overall fund.

C.7 Signage

Canada, Newfoundland and Labrador and the Ultimate Recipient may each have signage recognizing their funding contribution to the Projects.
Unless otherwise agreed by Canada, Newfoundland and Labrador or the Ultimate Recipient will produce and install a sign to recognize federal funding at each Project site in accordance with current federal signage guidelines. The federal sign design, content, and installation guidelines will be provided by Canada.
Where the Ultimate Recipient decides to install a permanent plaque or other suitable marker with respect to the Projects, it will recognize the federal contribution and be approved by Canada.
Newfoundland and Labrador agrees to inform Canada of sign installations.
If erected, signage recognizing the federal contribution will be installed at the Project site(s) thirty (30) days prior to the start of construction, be visible for the duration of the Project, and remain in place until thirty (30) days after construction is completed and the infrastructure is fully operational or opened for public use.
If erected, signage recognizing the federal contribution will be at least equivalent in size and prominence to Project signage for contributions by other orders of government and be installed in a prominent and visible location that takes into consideration pedestrian and traffic safety and visibility.
The Ultimate Recipient is responsible for the production and installation of Project signage, or as otherwise agreed upon.
In the case of Projects where the deliverable is a document, such as but not limited to plans, reports, studies, strategies, training material, webinars, and workshops, it will clearly recognize Canada's contribution under Schedule A (Terms and Conditions) and/or the Total Financial Assistance received for the Project(s).

C.8 Communicating with Ultimate Recipients

Newfoundland and Labrador agrees to facilitate, as required, communications between Canada and the Ultimate Recipient for Communications Activities.

C.9 Advertising Campaigns

Recognizing that advertising can be an effective means of communicating with the public, Canada and Newfoundland and Labrador may, at their own cost, organize an advertising or public information campaign related to this Agreement or eligible Projects. However, such a campaign will respect the provisions of this Agreement. In the event of such a campaign, the sponsoring Party or Ultimate Recipient will inform the other Parties or Ultimate Recipient of its intention no less than twenty-one (21) working days prior to the campaign launch.

Date modified:: 2016-07-08

Infrastructure Bi-lateral Agreements (for Clean Water and Wastewater Fund and Public Transit Infrastructure Fund)Canada - Newfoundland and Labrador

1 INTERPRETATION

1.1 DEFINITIONS

1.2 ENTIRE AGREEMENT

1.3 DURATION OF AGREEMENT

1.4 SCHEDULES

2 PURPOSE OF THE AGREEMENT

3 COMMITMENTS BY CANADA

4 COMMITMENTS BY NEWFOUNDLAND AND LABRADOR

5 APPROPRIATIONS

6 FISCAL YEAR BUDGETING

7 OVERSIGHT COMMITTEE

8 PROJECT IDENTIFICATION, APPROVAL AND AMENDMENTS

8.1 PROJECT IDENTIFICATION AND APPROVAL

8.2 PROJECT AMENDMENTS

9 PAYMENTS

9.1 PAYMENT CONDITIONS

9.2 PAYMENTS

9.3 PAYMENT DEADLINE

9.4 RETENTION OF CONTRIBUTION

10 REPORTING

11 AUDIT

12 EVALUATION

13 DISPUTE RESOLUTION

14 INDEMNIFICATION

15 DISPOSAL OF ASSETS

16 ENVIRONMENTAL ASSESSMENT

17 ABORIGINAL CONSULTATION

18 GENERAL

18.1 ACCOUNTING PRINCIPLES

18.2 SURVIVAL

18.3 COUNTERPART SIGNATURE

18.4 SEVERABILITY

18.5 ASSIGNMENT

18.6 AMENDMENTS

18.7 WAIVER

18.8 NOTICE

18.9 COMPLIANCE WITH LAWS

18.10 GOVERNING LAW

18.11 SUCCESSORS AND ASSIGNS

SIGNATURES

SCHEDULE A - PROGRAM DETAILS

A.1 Public Transit Infrastructure Fund (PTIF)

A.2 Clean Water and Wastewater Fund (CWWF)

SCHEDULE B - REPORTING

B.1 PROJECT PROGRESS REPORT

B.2 OUTCOMES PROGRESS REPORT

B.3 FINAL PROJECT REPORT

B.4 FINAL OUTCOMES REPORT

SCHEDULE C - COMMUNICATIONS PROTOCOL

C.1 Purpose

C.2 Guiding Principles

C.3 Joint Communications

C.4 Individual Communications

C.5 Operational Communications

C.6 Media Relations

C.7 Signage

C.8 Communicating with Ultimate Recipients

C.9 Advertising Campaigns

Infrastructure Bi-lateral Agreements (for Clean Water and Wastewater Fund and Public Transit Infrastructure Fund)
Canada - Newfoundland and Labrador