CORPORATION OF THE TOWNSHIP OF BILLINGS
AGENDA
July 7, 2020 4:00 p.m. Electronic Meeting
**Members of the public who wish to attend the meeting may email [email protected] by 3:00 p.m. on July 7th for a meeting invitation. A computer/tablet/mobile phone and internet connection, or a telephone, are required. **
1. OPEN
2. APPROVAL OF AGENDA
3. DISCLOSURE OF PECUNIARY INTEREST
4. ADOPTION OF MINUTES a) June 15, 2020 5. DELEGATIONS
6. COMMITTEE REPORTS a) Welcome Centre, June 15, 2020
7. OLD BUSINESS a) 2020-26 by-law to authorize contract with Build North Construction 8. NEW BUSINESS a) Fire Department Application – Kelly Lee Parker b) Climate Action Plan – Draft corporate GHG inventory and project update c) Honora Lakeshore Road repairs d) Manitoulin Planning Board consent application B08-20 e) Main Street engineering RFP results f) Joint letter re: COVID funding assistance g) COVID-19 response update 9. CORRESPONDENCE a) FONOM re: Blue Box transition b) Township of Assiginack re: Ontario Court of Appeal decision allowing voluntary intoxication as defense c) Willa Wilson re: Monarchs and roadside cutting d) Melanie Hunt re: trail reopening e) Town of Kingsville re: Commercial Rent Assistance Program f) Township of the Archipelago re: OPP Detachment Boards 10. INFORMATION a) Billings Museum 2019 financial statements b) Demand the Right members update 11. ACCOUNTS FOR PAYMENT
12. CLOSED SESSION
13. CONFIRMING BY-LAW
14. ADJOURNMENT
Memorandum To: Mayor and Council, CAO/Clerk cc: Staff, Public From: Megan Bonenfant Date: July 3, 2020
RE: July 7, 2020 Electronic Council Meeting
7. Old Business
a) 2020-26 by-law to authorize contract with Build North Construction
This by-law authorizes the Mayor and CAO/Clerk to execute the contract with Build North Construction for the Small Craft Improvements work, as authorized through resolution last meeting.
Recommendation: That Council give by-law 2020-26 three readings and enact it.
8. New Business
a) Fire Department application – Kelly Lee Parker
Ms. Parker has applied to join the Fire Department and the department endorses her application, pending a satisfactory Vulnerable Sector Record Check.
Recommendation: That Council approve Kelly Lee Parker’s application to join the Billings Fire Department, pending a satisfactory Vulnerable Sector Record Check.
b) Climate Action Plan – draft corporate GHG inventory and project update
The Climate Change Coordinator (CCC) has completed the draft corporate GHG inventory (see attached). The CCC will provide an update on the Climate Action Plan project.
c) Honora Lakeshore Road repairs
High water levels have caused substantial erosion damage to the Billings’ stretch of Honora Lakeshore Road, necessitating emergency repairs. H & R Noble has provided an estimate for this work of $15,000 + HST. The funding will come from the unspent portion of the ½ ton budget.
Recommendation: That Council authorize the CAO/Clerk to engage H&R Noble for emergency road repairs to Honora Lakeshore Road, for the estimated cost of $15,000 + HST.
d) Manitoulin Planning Board consent application B08-20
Please review the attached application for a lot severance at 356 McQuarrie Road.
Recommendation: That Council notify the Manitoulin Planning Board that it has no comment or concerns regarding Consent application B08-20.
e) Main Street engineering RFP results
Please review the attached memo from the Economic Development Officer regarding the Main Street Hill Reconstruction project RFP results.
Recommendation: That Council accept the proposal from EXP Engineering Services, for design and associated engineering services related to reconstruction of Main Street, in the hamlet of Kagawong.
f) Joint letter re: COVID funding assistance
Please review the attached letter from the Manitoulin Island COVID-19 Leadership Coordination Committee sent to the Minister of Health and MP Carol Hughes. Councillor Barker will provide some background and context.
Recommendation: That Council support the letter from the Manitoulin Island Covid-19 Leadership Coordination Committee regarding financial assistance and insurer exclusions.
g) COVID-19 response update
An update will be provided on local COVID-19 response measures, including the virtual town hall meeting for local businesses held on July 2nd.
9. Correspondence
a) FONOM re: Blue Box transition
Please review the attached correspondence from the Executive Director of the Federation of Northern Ontario Municipalities (FONOM) in response to recent comments from the Minister regarding the transition to full producer responsibility for the Blue Box program. If these comments are accurate, it will have significant implications for Billings, namely, our ratepayers will still be responsible for paying to manage packaging waste while large municipalities will not.
Recommendation: That Council pass the requested resolution of support for this matter.
b) Township of Assiginack re: Ontario Court of Appeal decision allowing voluntary intoxication as defense
Please review the attached correspondence from the Township of Assiginack.
c) Willa Wilson re: Monarchs and roadside cutting
Please review the attached correspondence from Willa Wilson.
d) Melanie Hunt re: trail reopening
Please review the attached correspondence from Melanie Hunt.
e) Town of Kingsville re: Commercial Rent Assistance Program
Please review the attached correspondence from the Town of Kingsville regarding the Commercial Rent Assistance Program.
Recommendation: That Council pass a resolution of support for this matter.
f) Township of the Archipelago re: OPP Detachment Boards
Please review the attached correspondence from the Township of the Archipelago regarding OPP detachment boards.
Recommendation: That Council pass a resolution of support for this matter.
10. Information
There are a number of items attached for Council’s information. Council may move any of these items into New Business during the agenda approval for discussion at this meeting, or request that an item(s) be included on a future agenda for discussion.
a) Billings Museum 2019 financial statements b) Demand the Right members update
The Corporation of the Township of Billings Regular Meeting Minutes
June 15, 2020 Electronic Meeting
Present (electronically): Mayor Ian Anderson, Councillors Sharon Alkenbrack, Bryan Barker, Michael Hunt and Sharon Jackson Staff: Megan Bonenfant, Deputy Clerk; Todd Gordon, Economic Development Officer; Kathy McDonald, CAO/Clerk, Public Works Superintendent Floyd Becks; By-law/Health and Safety Officer Arthur Moran Media: Tom Sasvari Members of the General Public Regrets: none
1. Opening of Meeting 2020-197 Hunt – Barker BE IT RESOLVED that this regular meeting of council be opened with a quorum present electronically at 4:00 p.m. with Mayor Anderson presiding. Carried
2. Approval of Agenda 2020-198 Alkenbrack – Jackson BE IT RESOLVED that the agenda for the June 15, 2020 regular meeting of council be accepted as presented. Carried
3. Disclosure of Pecuniary Interest There were no disclosures of pecuniary interest.
4. Adoption of Minutes 2020-199 Hunt – Barker BE IT RESOLVED that Council accepts the minutes of the June 2, 2020, regular meeting as presented. Carried
2020-200 Barker - Jackson BE IT RESOLVED that Council accepts the minutes of the June 2, 2020, special meeting as presented. Carried
5. Delegations a) Sandi Hurcomb re: Economic Development Committee Ms. Hurcomb spoke to Council about her concerns regarding the Economic Development Committee’s free chocolate give-way events held recently, and the operation and efficacy of the Committee in general. She also requested that Council consider allowing another local business owner to sell personal protective equipment to visitors at Bridal Veil Falls.
The Mayor provided responses and clarification for Ms. Hurcomb’s questions and statements, and stated that a formal request for such a business operation could be considered by Council at a future date.
6. Committee Reports None.
7. Old Business None.
8. New Business a) Kagawong Market 2020-201 Barker – Hunt BE IT RESOLVED that Council directs staff to proceed with planning for the 2020 Kagawong Market at the Old Church on the Hill/Dog Park area. Carried
b) 2020-24 Dog By-law 2020-202 Barker – Jackson BE IT RESOLVED that by-law 2020-24, being a by-law to provide for the control of dogs, be given first, second and third readings and enacted. Deferred
Council directed the By-law Officer to amend the definition of ‘Dog’ by striking out ‘spayed or neutered’, and to ensure that there is a mechanism included to allow people who currently have more than 3 dogs to maintain compliance with the new by-law.
c) Waterfront Project – Small Craft Basin construction RFP award 2020-203 Barker – Hunt BE IT RESOLVED that Council accepts the recommendation of EXP Services Inc and authorizes the Mayor and CAO/Clerk to execute the necessary documents to enter into a contract with Build North Construction and proceed with the preparation of the Articles of Agreement for the Kagawong Small Craft Basin Improvements, Contract 20- 03, for the value of $1,449,807.54 + HST. Carried
d) Resumption of Committees 2020-204 Barker – Alkenbrack BE IT RESOLVED that Committee business remain suspended until the local state of emergency is lifted and/or staff capacity is increased to a level capable of sustaining ongoing Committee business. Carried
9. Correspondence a) Public Health Sudbury and Districts re: Kagawong Beach and COVID-19 guidelines for public beaches The correspondence was received.
b) Manitoulin-Sudbury District Services Board re: COVID-19 interim funding and operation policies for EarlyON and child care 2020-205 Jackson – Alkenbrack BE IT RESOLVED that Council for the Township of Billings supports the Manitoulin- Sudbury District Services Board in requesting the provincial government allow for the use of provincial funding retroactively for the EarlyON and childcare programs; and, BE IT FURTHER RESOLVED that a copy of this resolution be sent to Minister Lecce, MPP Michael Mantha and MSDSB. Carried
c) Municipality of Huron Shores re: regional broadband The correspondence was received.
d) City of Brantford re: Essential Workers’ Day 2020-206 Barker – Hunt BE IT RESOLVED that Council for the Township of Billings joins the City of Brantford in requesting the Government of Ontario and the Government of Canada declare March 17th as Essential Workers’ Day; and, BE IT FURTHER RESOLVED that a copy of this resolution be sent to the Prime Minister, the Premier, MP Carol Hughes, MPP Michael Mantha, and the City of Brantford. Carried
e) Tay Township re: Great Lakes water levels The correspondence was received.
f) MP Carol Hughes re: Commercial Rent Assistance Program The correspondence was received.
g) MP Carol Hughes re: Universal Basic Income The correspondence was received.
10. Information Council received the listed information.
11. Accounts for Payment 2020-207 Hunt – Jackson BE IT RESOLVED that Council authorizes the following accounts for payment: General Accounts $199,043.22 and that cheques number 6269 to 6294 be authorized for signing as described in the attached register. Carried
12. Closed Session None.
13. Confirming By-Law 2020-208 Alkenbrack – Barker BE IT RESOLVED that By-law 2020-25, being a by-law to confirm the proceedings of Council be given first, second, third reading and enacted. Carried
14. Adjournment 2020-209 Barker – Hunt BE IT RESOLVED that this regular meeting of council be adjourned at 5:25 p.m. Carried
______Ian Anderson, Mayor Kathy McDonald, CAO/Clerk
06/16/2020:mb
Council Committee Report
Report to Council Date of Meeting: June 15/20
Report by: S. Alkenbrack Committee: Welcome Ctr
Highlights:
Committee was informed that the people who were to lease the Welcome Centre had changed their mind due to the business/tourist uncertainty after the virus.
Dave Williamson has worked with their Museum coordinator to utilize some of their students to have artifacts in the welcome centre and staff the Centre with those students. The Welcome Centre will be open 11 to 7 during the summer months.
The partnership fee will be basically the same as before.
THE CORPORATION OF THE TOWNSHIP OF BILLINGS
BY-LAW 2020-26
Being a by-law to enter into an agreement with Build North Construction
WHEREAS the Municipal Act, 2001, as amended, provides that a municipal power shall be exercised by by-law unless the municipality is specifically authorized to do otherwise; and,
WHEREAS the Corporation of the Township of Billings undertook a Request for Proposals process for construction of the Small Craft Basin Improvements project; and,
WHEREAS Council for the Corporation of the Township of Billings deems it prudent to enter into an agreement with Build North Construction, who were the lowest bidder in the RFP process;
NOW THEREFORE the Council of the Corporation of the Township of Billings hereby enacts as follows:
1. THAT the Agreement attached hereto as Schedule ‘A’ forms part of this by-law; and,
2. THAT Mayor Ian Anderson and CAO/Clerk Kathy McDonald are authorized to execute the Agreement attached hereto as Schedule ‘A’.
Read a first and second and third time in open council and enacted this 7th day of July, 2020.
______Ian Anderson, Mayor Kathy McDonald, CAO/Clerk
THE CORPORATION OF THE TOWNSHIP OF BILLINGS
BY-LAW 2020-26
SCHEDULE ‘A’
Agreement with Build North Construction
Prepared by Kristin Koetsier June 9th 2020
Greenhouse Gas Inventory: the Township of Billings Executive Summary This document outlines calculations made to estimate the amount of greenhouse gases being released within the geographic boundaries of our municipality. These greenhouse gas emissions fall into two categories: those coming from corporate assets and operations, including the municipal fleet, municipal buildings, water treatment/low lift station, and streetlights; and those coming from community activities such as energy use in homes and work spaces, transportation within the municipal boundaries, agriculture, and the decomposition of waste. For a baseline year of 2018, we found our emissions to equal the following:
Corporate Total 118.95 tCO2e Community Total 14 720.43 tCO2e
Municipal Fleet (including 77.13 tCO2e Energy Use at Home and 8118.84 tCO2e outsourced recycling haulage) Work
Municipal Buildings 38.13 tCO2e Transportation 4548.36 tCO2e
Low Lift and Water Treatment 3.64 tCO2e Agriculture 1895.73 tCO2e
Streetlights 0.05 tCO2e Waste 157.50 tCO2e
We also found that the forest cover within the municipality may be absorbing approximately 22
069.4 tCO2e tCO2 per year, more than what is released within our geographic boundaries. However, this does not relieve us of our obligation to reduce our emissions, as global totals of greenhouse gas emissions are still far higher than what could be absorbed globally—and the atmosphere is not politically bounded. We have the good fortune to be living in a carbon sink, but our carbon- intensive lifestyles are still contributing to the larger problem. Furthermore, what is not included in this inventory are the greenhouse gas emissions released outside our municipal boundaries due to actions taken by Billings residents; the shopping, diet, and travel choices of individuals typically contribute to a fair portion of their “carbon footprints”, and this portion is not accounted for here.
Through municipal-led actions to both reduce our corporate emissions and to help enable the reduction of community emissions, we can make it easier for community members and visitors alike to reduce the portion of their carbon footprints associated with emissions physically released within our geographic boundaries. It will be up to each individual to address components of their footprints involving emissions released elsewhere. By protecting and enhancing our carbon sink, we can help improve the possibility that the world as a whole could one day be carbon neutral.
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Table of Contents Executive Summary……………………………………………………………………………………………………………………………1 Introduction……………………………………………………………………………………………………………………………………….2 Corporate Emissions…………………………………………………………………………………………………………………………..4 Municipal Fleet……………………………………………………………………………………………………………………….4 Municipal Buildings…………………………………………………………………………………………………………………4 Water and Sewage Treatment………………………………………………………………………………………………..6 Streetlights……………………………………………………………………………………………………………………………..6 Community Emissions…………………………………………………………………………………………………………………………7 Energy Use at Home and Work………………………………………………………………………………………………..7 Transportation…………………………………………………………………………………………………………………………8 Agriculture………………………………………………………………………………………………………………………………8 Waste…………………………………………………………………………………………………………………………………….10 Local Carbon Sequestration………………………………………………………………………………………………………………10 Conclusion…………………………………………………………………………………………………………………………………………11 Appendices……………………………………………………………………………………………………………………………………….12
Introduction
The purpose of a greenhouse gas inventory is to define a “starting point” from which emissions can then be reduced. Having a defined starting point allows us to track our progress towards our goals over the years. Without an inventory, taking climate action is a bit like taking a shot in the dark—we wouldn’t know whether what we’re doing is enough.
Calculating greenhouse gas emissions is a complicated matter, however, and in order to effectively compare emissions from one location to another, it is important to ensure that all locations use the same method for these calculations. Including only those emissions released within a municipality’s geographic boundaries also eliminates the possibility of emissions being “double-counted” between different communities. We chose to follow the guidelines developed by the Partners for Climate Protection (PCP) program, outlined in a document known as the PCP Protocol, and also made use of the PCP Tool—an online program that calculates the amount of emissions resulting from a given input to the Tool, such as the amount of fuel burned for a specific use. The PCP program and the PCP Tool were developed by the Federation of Canadian Municipalities (FCM) and the Canadian chapter of ICLEI Local Governments for Sustainability. These resources are being used by many municipalities across Canada.
A note on units: In this report you will see frequent use of the unit “tCO2e”. This is a unit of measurement used by climate scientists to represent tonnes of different greenhouse gases, equalized 2
in terms of their warming potential, as compared to carbon dioxide (CO2). Some greenhouse gases last longer in the atmosphere than others, and warm the atmosphere by varying degrees. Since carbon dioxide is the most abundant and well-known greenhouse gas, scientists often report amounts of other greenhouse gases in terms of how much CO2 their warming effect is equivalent to, over a given time period. For simplicity’s sake, we will only report the total amount of CO2 equivalent (CO2e) produced in each category, with amounts of CO2 and other greenhouse gases having been added together.
A note on baseline year: All inventories aim to calculate the amount of greenhouse gases that were produced within a “baseline year”, in other words a year with sufficient data available, against which progress can be tracked as years go by. For our inventory we chose the baseline year of 2018, as it was the most recent complete year when the work on the inventory started, though for some categories data was only available as recently as 2016. It is assumed that emissions in these categories did not change significantly over those two years.
The following sections provide more detail as to where our greenhouse gas emissions are coming from within each category and how these emissions were calculated. The Appendices include still further notes on calculation details and data collection.
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Corporate Emissions
In total our corporate emissions amounted to 118.95 tCO2e for 2018, with municipal fleet being the biggest category, followed by municipal buildings, then low lift station (pump) and water treatment, and lastly streetlights.
Corporate Greenhouse Gas Emissions - 2018 90 80 70 60 50 40 30
20 GHG Emissions GHG Emissions (tCO2e) 10 0 Municipal Fleet Municipal Buildings Low Lift and Water Streetlights Treatment Municipal Fleet
The transportation fuel burned by our own municipal fleet vehicles resulted in 60.67 tCO2e in 2018. Since some municipalities provide trucking of waste as part of their fleet services, we included emissions from this activity as well, even though in our case that service is outsourced to GFL Environmental; the recycling at Billings’ landfill is picked up once a week by two larger front-end trucks, one for cardboard and one for plastic, taking the recycling all the way to Blind River. These two trucks also pick up recycling from at least half a dozen other communities on the Island as part of the same trip, therefore we have calculated Billings’ share of the emissions to be 1/6 of the total, emitting 16.46 tCO2e in a year. When combined with the numbers for our own fleet, the emissions for this category add up to 77.13 tCO2e.
Municipal Buildings
For this category we decided to include all buildings/structures with significant energy usage over which Billings administration has both ownership and some degree of operational influence. This amounted to twelve buildings, including three that are being leased out, with the leased portion of the Old Mill building being counted as a building of its own. It should be noted that the Old Church’s energy use shows up as being minimal, as it has yet to return to full use.
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The electricity and propane use in these buildings resulted in 38.13 tCO2e in 2018. The total amount of energy used was 1026 GJ, which cost $38 655.58 including the leased-out properties. The following charts break this down by building:
GHG Emissions by Building 12
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10
9
8
7
6 tCO2e 5
4
3
2
1
0 Municipal 15 Old Fire Hall 15 Old Park 91 Main Library KuKu Hut Landfill Marina Pavillion Old Garage Mill Mill B Centre (154 (9490 (188 (39 C Church (office) (rental) Main St) Hwy 540) Main St) Henry Dr)
Building Propane Use Energy Intensity 100 700 90 600 80 70 500 60 400 50 40 300 30 200 20 100 10
0 0
Percent Percent by Energy of Provided Propane kJ per per kJ operatinghour per squaremetre
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Low Lift Station and Water Treatment Plant
The energy required by the water treatment plant and low lift station cost the municipality $29
537.24 in 2018 and resulted in 3.64 tCO2e, fairly low since the treatment plant has been updated to very high standards.
Streetlights
The electricity use of all streetlights was found to be 3062 kWh in 2018. This resulted in 0.05 tCO2e, and cost the municipality $7612.10.
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Community Emissions
Typically much more substantial than corporate emissions, community emissions can be subdivided into categories of building energy use (or “energy use at home and work”), transportation, land/agriculture, and waste. The only component here which includes emissions happening outside our geographic boundaries is emissions from production of electricity elsewhere if that electricity is being used here. The electricity production emissions are included so that electricity use-related emissions can be compared with the direct emissions from other home heating sources i.e. the burning of fuel oil, propane, and wood, which occurs on-site (though for these sources, production- related emissions are not included by the PCP Tool). In total, our community emissions were 14
720.43 tCO2e for 2018.
Community Greenhouse Gas Emissions - 2018 10000 9000 8000 7000 6000 5000 4000 3000 2000 1000 0 Energy Use at Home and Transportation Agriculture Waste Work tCO2e Residential Commercial Industrial Other
Energy Use at Home and Work
In the PCP Tool, this category is termed “Stationary Energy,” meaning energy that is used in buildings of every kind, as well as off-road farm equipment—energy that is being used in one place. In many Ontario homes, people source their energy from electricity and/or natural gas, but with no natural gas available on the Island, our sources also include propane and fuel oil, as well as firewood—this category includes both energy for heating as well as for powering lights, appliances, etc.
Through calculations based on provincial average home energy requirements, local building age1, estimates on how many people use which types of fuel, and District-level Hydro data, we found that in Billings approximately 81.45 tCO2e are being annually emitted from electricity, 1014.26 tCO2e
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from propane, 864.70 tCO2e from fuel oil, and 4509.39 tCO2e from wood, for a total of 6469.80 tCO2e from residential energy use, attempting to include seasonal residents.
Using the District-wide ratio of electricity use in residential vs. commercial vs. industrial vs. other sectors as a starting point, we came up with estimates resulting in final values of 1538.39 tCO2e for commercial, 110.49 tCO2e for industrial, and 0.16 tCO2e for “other”, including estimated fuel oil and propane use in commercial and industrial sectors.
We do not have sufficient data at this time to calculate emissions from off-road farm vehicles and equipment, which would normally be included in this category. However, the National Farmers’ Union2 lists fuel combustion as being among the top three sources of emissions from farms, so this should still be considered in our action plan.
Transportation
The ideal way to calculate transportation emissions is to estimate the number of kilometres travelled within the municipal boundaries by all vehicles in a given year (this is called the Vehicle Kilometres
Travelled (VKT)), then to multiply this number by the amount of CO2e that the average vehicle of average fuel type emits per kilometre. To estimate VKT, we multiplied traffic counts done for provincial highway segments3 by the length of those segments that fall within our municipal boundaries, then added to this an estimate for commuter travel on municipal roads based on commute durations as found in the Census4. This resulted in a total of 11 524 500 km travelled within municipal boundaries in one year. When entered into the PCP Tool, this yields emissions of 4548.36 tCO2e. This number does not however account for recreational travel on municipal roads, so is very likely to be an underestimate.
We do not have sufficient data at this time to calculate emissions from off-road transportation such as snowmobiles, ATVs, and landscaping/construction equipment, though in our area this could make up a sizeable amount of emissions—typical snowmobiles are known as being extremely heavy polluters.
Agriculture
Agricultural emissions are one of the more complicated categories to calculate, and directions for doing so are not yet included in the PCP Protocol. However, since agriculture is a large part of life in Billings, we have managed to include it by following the PCP Tool’s suggestion of referencing Chapter 10 of the Global Protocol for Community-Scale Greenhouse Gas Emission Inventories (GPC). This
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chapter divides agricultural greenhouse gas emissions into three categories: those from livestock, those from land use and land use change, and those from “aggregate sources and non-CO2 emissions sources on land”, in other words substances that are added to the soil, as well as other actions such as harvesting of wood.
Livestock For emissions from livestock, we focused only on cattle, getting approximate numbers for our municipality by dividing the total number of cattle in the District5 by our percentage of land area. These numbers for each cattle type were then multiplied by corresponding emissions factors found in Canada’s National Inventory Report (NIR). It should be noted that these emissions factors are based on average practices for each cattle type across Ontario, and due to practices likely being more sustainable on Manitoulin, the resulting numbers of 1805.53 tCO2e from enteric fermentation (burps) and 90.20 tCO2e from methane emissions from manure management may be overestimates. We were not able to get an estimate for nitrous oxide (N2O) emissions from manure management, however, so in this sense our total of 1895.73 tCO2e could be an underestimate.
For Land Use and Land Use Change Carbon release from soils in Billings’s croplands is assumed to be zero, based on the likelihood that this soil would have lost most carbon it could lose in its early years of being tilled. No more is likely being lost on a yearly basis; however, carbon could be restored to the soil through a change in practices. The effects of grasslands, wetlands, settlements, and other land use types have not been included here.
For aggregate sources and non-CO2 emissions sources on land It was assumed that there is no field burning or rice production within the municipality. Only two farms in the District reported lime use in the 2016 Census, and the acreage is not reported, so we have excluded this from our inventory. We were not able to estimate the amount of nitrous oxide
(N2O) being emitted as a result of fertilizer application either. Seeing as very little land within the District has fertilizer applied to it, it is tempting to say that omitting this category is just as well.
However, every bit counts when it comes to greenhouse gases, and N2O in particular has an 2 extremely high Global Warming Potential—265 times that of CO2 . So, reducing fertilizer use should still be considered as a valuable action.
Harvested wood products is also included in this section of the GPC, but as we have included the burning of harvested firewood under “Energy Use at Home and Work”/Stationary Energy, we have not included it in this section. Harvesting wood to be otherwise used for construction or furniture- making etc., can actually act as a carbon sink, since the carbon may be stored in that format for a long time. However, we do not have data for this activity at this time.
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Waste
Waste is slightly different from all the other categories because the emissions from waste deposited in a landfill are released over the course of many years, through the process of that waste’s decomposition. Therefore there are two main ways to calculate emissions for a given year: you can either calculate the amount of emissions that the waste deposited within that year will produce over the course of its decomposition, assigning all future emissions to the current year, or you can attempt to calculate the amount of emissions actually being released in the current year by all waste that has already accumulated in the landfill. The former is much simpler and more frequently used, but runs the risk of yielding a false sense of security—if, say, a municipality were to achieve going zero waste, this approach would then say that they have zero emissions, when in fact there could still be emissions coming from waste of the previous years. If something can be done to better manage that old waste, or to off-set its emissions through some other means, it may be worth calculating with the second method.
For now, we will use the first method, on the assumption that most of our actions will involve reducing the amount of waste being produced. 1576 cubic yards of waste were deposited in the Kagawong landfill in 2018, according to the previous report by Green Economy North (a program of ReThink Green). Using methodology from ReThink Green, this can be multiplied by 175 to find the number of lbs: 275 800, which is equal to 125 metric tonnes. This was then entered into the PCP Tool, along with an estimated waste breakdown of 20% food, 15% garden/plant debris, and 20% paper/cardboard (sourced from ReThink Green) to calculate how much methane would be produced by this amount of waste over the course of its decomposition.
The waste landfilled in 2018 will result in 157.50 tCO2e over the course of its decomposition; we will use this as a proxy for the approximate amount released from the existing pile at the landfill each year.
Local Carbon Sequestration In addition to quantifying the greenhouse gas emissions occurring within our municipal boundaries, the Land Use section of the GPC also addresses carbon sequestration—the capacity of our trees, for instance, to remove some carbon from the atmosphere. We used an estimate of 50% of land in Billings being forested, combined with an estimate of carbon storage per hectare of forest taken from a study6 on the northern Bruce Peninsula (which has a similar tree species composition to here), to calculate an estimate of approximately 22 069.4 tCO2 being absorbed by the forests of Billings Township each year, although in reality, the amount that a forest absorbs changes as it ages. Typically, younger forests absorb carbon more quickly, since more rapid growth is occurring, while
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older forests have more carbon stored up on the whole. Therefore, it’s possible that an absorption rate of 22 069.4 tCO2 per year may be an overestimate when looking forward. The impact of changing climate conditions on the forest’s ability to hold onto CO2 should be considered as well. Please see Appendix C for more details on the above estimation.
Conclusion It’s important to note that some activities occurring here—or engaged in by community members when they are elsewhere—result in further emissions being produced in other parts of the world. Actions such as travelling outside of the municipality, buying goods and food that were produced outside the municipality, and even investing money indirectly in industries outside the municipality, all have a climate impact we can control. Similarly, some of the emissions occurring within the municipality are connected to consumption habits of folks who don’t live here. By improving the sustainability of all local activities, we can make it possible for those who source our products or visit our locations to reduce their footprints, and make it possible for local residents to reduce the portion of their footprints tied to local emissions.
Even though it turns out that within our geographic boundaries, more carbon is likely being absorbed by trees than is being emitted by human activities, that does not exempt Billings from taking climate action. Climate change is a global issue, and globally we are nowhere near being carbon neutral, let alone carbon negative like Billings. While Billings residents are fortunate to be living in the midst of one of the world’s carbon sinks, that does not make our own contribution to the global levels of greenhouse gases any less important—Canadians have some of the highest carbon footprints in the world. Given the global context, this inventory shows that Billings has the capacity to aid the fight against climate change by both enhancing our substantial carbon sinks and by reducing our substantial carbon footprints.
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Appendix A: Corporate Emissions - Data Collection and Calculations
Municipal Fleet:
The total number of litres of gasoline and diesel used by all fleet vehicles in 2018 was obtained from a previously compiled report from Green Economy North (a program of ReThink Green), for which numbers were supplied by the Deputy Clerk, who also provided the associated expenditure numbers. 5360.0 L of gasoline were used, which cost the municipality $3740.94, and 17 583.6 L of diesel were used, which cost $14 350.87.
To calculate fuel use required by our 1/6 share of the two large front-end trucks taking recycling to Blind River, an estimate for how much diesel fuel would be burned by each truck each trip was obtained by referencing numbers given for the large garbage pick-up truck that services Central Manitoulin, as this truck is the same size. Given that the large garbage pick-up truck for Central’s commercial waste requires 190 L of diesel for each round-trip from Espanola, and Espanola is 109 km from Central Manitoulin (according to Google Maps), that means that truck is burning approximately 0.87 litres of diesel per kilometre. The recycling plant, however, is in Blind River, which is 200 km from Manitoulin Island (using the centralized location point on Google Maps, used since this service is shared with other communities), so for a round-trip it can be assumed that the large recycling trucks each burn 348 L of diesel. Multiplied by two trucks and 52 weeks and divided by six to get our share, that means that for Billings’ recycling pick-up from the dump, approximately 6032 L of diesel are burned in a year.
Municipal Buildings:
The electricity and propane use for the seven major buildings was obtained from an in-house excel spreadsheet showing energy use bill amounts back to 2011. Since 2018 is our inventory year, only the numbers from that year were totaled up; where a given billing period spanned across different calendar years, the bill was allotted to year according to its end date. Energy use for the remaining five buildings/structures was obtained directly from the bills. Operating hours and floor area were obtained from the BPS Reporting chart (2017) for the seven major buildings; these numbers however have not been updated in many years, over which hours of use may have changed.
Water and Sewage Treatment:
The amount of electricity and propane used by the water pump and treatment plant was also obtained from the excel spreadsheet of energy bill amounts, and was inputted into the PCP Tool. The amount of water processed (118 478 100 L) was also entered into the tool for reference, having been obtained from the year-end report.
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Streetlights:
The electricity use of all streetlights was added up from our hydro bills.
Appendix B: Community Emissions - Data Collection and Calculations
Energy Use at Home and Work:
Propane and fuel oil usage numbers are not readily available from suppliers, and Hydro One is not able to provide data delineated by municipal boundaries. Instead, we made use of a tool developed by ReThink Green (a non-profit based in Sudbury) that allows communities to carefully estimate residential usage of electricity, propane, fuel oil, and wood using provincial per home energy requirements, filtered through the age of buildings in this area, and multiplied of course by our number of dwellings (a video explaining this tool should be available at http://www.smartgreencommunities.ca/resources/), with data having been sourced from Natural Resources Canada and the National Inventory Report. Using this tool also requires a breakdown of how many houses use which heating source, for which we are temporarily using an estimate of 25% each between electricity, propane, fuel oil, and wood.
Residential: To find out the age and number of dwellings built in this area, we referenced the 2016 Census1, as recommended by ReThink Green. Running this and the aforementioned information through the ReThink Green excel tool resulted in finding out that Billings residents use a total of 224 152 L of fuel oil, 1 783 698 kWh electricity, 405 547 L of propane, and 856 151 kg of wood to heat their houses. They also use approximately 1 579 790 kWh electricity for non-heating needs such as running appliances, etc. The ReThink Green tool assumes a breakdown of 95% of non-heating energy use being supplied by electricity and 5% by natural gas, but since we have no natural gas, we have assumed that this 5% is instead supplied by propane. This would then amount to 1596 GJ of propane, or approximately 62 499 L of propane, since the ReThink Green tool lists 39.16 L of propane as being required to generate one GJ worth of energy. The PCP Tool asks for residential energy use all inputted in one category for each energy source however, so we inputted 224 152 L fuel oil, 3 363 488 kWh electricity, and 468 046 L propane. The PCP Tool does not have an emissions factor for wood, so we used the ReThink Green tool’s calculation for emissions from this source instead.
The PCP Tool says that this resulted in 58.18 tCO2e from electricity, 724.47 tCO2e from propane, and
617.64 tCO2e from fuel oil. We used ReThink Green’s calculation for wood, which was 1820.70 tCO2e
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—this could then be added directly to the PCP Tool through option 2 “set total emissions”. Our total residential energy use emissions from this stage of calculations are therefore 3220.99 tCO2e.
However, these emissions only reflect the energy use of year-round residents, as the housing data came from Census Canada, which only reports on year-round dwellings. Actual hydro usage data from Hydro One for all postal codes in Manitoulin District, when divided by the percentage of the District’s year-round population that resides within Billings, yielded a higher number than ReThink Green’s— this may be due to the fact that this actual-use data would include energy use by seasonal residents. In order to attempt to incorporate seasonal residents into our estimates, we have multiplied all of the residential energy emissions calculated above by the ratio by which the Hydro One data departs from the electricity use number estimated in the tool from ReThink Green. With Hydro One reporting District-wide residential electricity use as being 103 185 830 kWh in 2018, and Billings’ population being 4.55% of the entire District’s (according to the Census), this results in a Hydro-based estimate of 4 694 955.26 kWh residential electricity use. This is approximately 1.40 times the ReThink Green estimate of 3 363 488 kWh electricity, so we will multiply all emissions results by 1.40, including those coming from fuel oil, propane, and wood. What this estimate doesn’t account for is a potential difference in the energy use mix between summer and winter—if some energy is being used for cooling dwellings during the summer as opposed to heating, then it is likely that summer energy use is more electricity-based. Therefore the emissions could be slightly lower than what is estimated.
Commercial, Industrial, and Other: In order to get estimates for commercial and industrial energy use, we turned again to the electricity use data provided by Hydro One by postal code. Unfortunately we do not have any fuel oil, propane, or wood data for these commercial or industrial categories, but will assume that fuel oil and propane are used in the same proportion as they are in the residential sector. Hydro One was able to give us the electricity used by residential, commercial, industrial, and “other” categories for each postal code within Manitoulin District, for the year of 2018. The total electricity use was 103 185 830 kWh for residential, 59 533 652 kWh for commercial, 618 314 kWh for industrial, and 207 147 kWh for “other”. Assuming that all communities across the District have the same residential electricity use per person, this would amount to about 4 694 955.26 kWh residential electricity being used in Billings, as shown above. We will use the ratio between this and the commercial, industrial, and “other” categories for the District to estimate Billings-specific numbers for those categories. For the District, commercial electricity use is 57.5% that of residential, industrial electricity use is 0.6% that of residential, and “other” is 0.2% that of residential. When applied to Billings’s residential use— assuming that commercial, industrial, and other uses are distributed across the District in proportion to population—this would result in 2 699 599.28 kWh of commercial electricity use, 28 169.73 kWh industrial electricity use, and 9389.91 kWh “other” electricity use. We are going to assume that these sectors have the same breakdown of electricity compared to other fuel sources as the residential sector does, with the exception of wood—that will be dealt with later. For the residential sector, the 14
ratio from our entries to the ReThink Green tool was 1 kWh electricity: 0.14L propane: 0.07L fuel oil: 0.26kg wood. So commercial use would be 2 699 599.28 kWh electricity, 377 943.90 L of propane, 188 971.95 L of fuel oil, and 701 895.81 kg wood. For industrial, those numbers are: 28 169.73 kWh electricity use, 3943.76 L propane, 1971.88 L fuel oil, and 7324.13 kg wood. Since the “other” category comprises Hydro-specific power uses we will only enter a value for electricity: 9389.91 kWh. As done in the previous section, we used the PCP Tool to calculate resulting emissions for all fuel types except for wood. This resulted in 1153.79 tCO2e from commercial, 82.87 tCO2e from industrial, and 0.16 tCO2e from “other”. We do not have an easy way of inputting the wood values into the ReThink Green tool, as that was designed for residential emissions, and as we are not confident wood is readily used by commercial and industrial sectors to the same extent it is in the residential sector, we have multiplied the emissions from these sectors by 4/3 to approximate the electricity, fuel oil, and propane taking the place of wood.
Transportation:
As it was not feasible to do our own traffic counts for all road segments within the municipality, we instead used traffic counts that had been done in 2016 by the Ontario Ministry of Transportation3 on provincial highways, and isolated the information pertaining to the segments of provincial highway within our boundaries. These traffic counts were then multiplied by road lengths of the associated highway segments, or rather the portion of them falling within our municipal boundaries, taken as rough measurements on our GIS files provided by the Manitoulin Planning Board. These numbers were then added together and multiplied by 365 since the traffic counts represent the average two- way traffic passing through that stretch of road on one average day. In Billings, this worked out to 11 014 970 km being travelled on provincial highways within our boundaries in a year.
Since no traffic counts were available for our municipally-managed roads, and roads classifications were not precise enough, we decided to base the estimate for VKT on municipal roads on commuting habits as documented by Statistics Canada. In the 2016 Census4, the number of Billings residents who commute to a regular work location is recorded, along with the time durations and transit modes of their commutes. Since thirty people are documented as travelling less than fifteen minutes, and thirty people are also said to travel by bike, foot, or as a passenger, we assumed those were the same thirty people, and thus did not count them in terms of emissions.
This left 145 residents regularly commuting to work by driving a vehicle, with their commutes taking more than fifteen minutes. To figure out what portion of each of their commutes took place on municipal roads as opposed to provincial highways—which already would be counted in the traffic count-based estimates—we estimated how long it takes to travel to the highway from the median residential distance away from the highway. By referencing our GIS map, we found that the residential point furthest away from the provincial highway was 14 km away (Maple Point), so we 15
then divided that by two to get a median distance-from-highway of 7 km. We then assumed that for these 145 commuters, they each have to travel 7 km on municipal roads to get from their house to the highway each morning. (Since our roads are fairly highspeed, and you can travel 20 km in fifteen minutes at 80 km/hr, that 7 km would easily fit within their commute; we assume the rest of their commute is on the highway). There were 251 workdays in 2016, so with 145 people travelling 7 km both to and from work on municipal roads each of those days, this amounts to 509 530 km of commuter travel on municipal roads. It’s possible the commuter travel is slightly overestimated since the 7 km is a median, not an average, but seeing as this estimate does not include traffic from residents of other areas travelling into Billings for work, or for any recreational travel at all, it probably is an underestimate overall. When this is combined with our previous number for provincial highways, we end up with a total of 11 524 500 km travelled within municipal boundaries in one year.
Agriculture:
Livestock: Livestock numbers for Manitoulin District were obtained from Statistics Canada for 20165. The percentage of land in the District that falls within Billings’ boundaries was calculated from land areas as listed on Wikipedia: 209.64 sq km / 3107.13 sq km = approximately 0.0675, so Billings comprises 6.75% of land within the District. The resulting estimates for cattle numbers within Billings can be found in an internal spreadsheet.
For methane emissions from enteric fermentation, the estimated number of cattle in each category was multiplied by the corresponding emissions factors for 2016 provided on page 233 of Part 2 of the NIR, and divided by 1000 as per the equation in the GPC. To convert the amount of methane emitted to CO2e, we multiplied by 25, as this is the Global Warming Potential for methane most recently used by the PCP program. The same process was repeated for methane emissions from manure management, using a separate set of corresponding emissions factors for each cattle type for this category, found on page 92 of Part 2 of the NIR.
The NIR is not able to provide country-specific emissions factors for nitrous oxide (N2O) from manure management, let alone provincial ones, and to use international emissions factors seemed too inaccurate. We excluded this category from our inventory.
Land Use and Land Use Change: The GPC refers readers to their national inventory reporting bodies, among other sources, as a source for numbers on this, and Part 2 of Canada’s NIR refers us on pg 241 to Annex 3.5.4, which assumes that if cropland is remaining cropland, and has not seen any change in soil management practices, then its carbon stock change has probably already reached equilibrium.
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Aggregates:
Our best bet at estimating the amount of nitrous oxide (N2O) being emitted as a result of fertilizer application would be to estimate how much fertilizer is applied based on the number of square kilometres to which fertilizer, etc., is applied, according to data from OMAFRA. However, the number of square kilometres to which fertilizer is applied in Manitoulin District is so small that this calculation could be a privacy issue, and furthermore emissions factors and input data are not readily available for this category.
Waste:
The cubic yards of waste deposited in the Kagawong landfill in 2018 were obtained from the previous report done by Green Economy North.
Appendix C: Carbon Sequestration - Data Collection and Calculations
For forest land, Annex 3.5.2 of Part 2 of the NIR describes how Canada’s carbon stock change was calculated using a model developed by Kurz et al. 2009, called Version 3 of CBM-CFS3. This model could potentially be used to estimate the current and future carbon storage potential of the forests within the municipality. However, this requires information on the growth pattern of forest stands which we do not currently have available.
Instead, we have made an estimate based on a study done on the forests of the northern Bruce Peninsula. As Manitoulin Island has a similar tree species composition to forests in the northern Bruce, this estimate should hold fairly true. The study used three different models for estimating the amount of carbon stored in the northern Bruce’s trees (more precisely, in Eco-district 6E14). The average result for the amount of carbon stored in the region’s forests was 11 492 047 tCO2, which is 6 equal to 231.6 tCO2 per hectare of forest . To find out how many hectares of forest there are within Billings, we looked at Google Maps satellite, and decided on a rough, conservative estimate of 50% of land being forested. Since Billings Township covers 209.64 square kilometres (Wikipedia), which equals 20 964 hectares, this would amount to 2 427 631.2 tCO2 being stored in Billings forests. In order to approximate how much carbon is added to that store every year, we need to know how old the forests are. For the Bruce Peninsula, another source7 states that most of the forest stands date from either the early 1900s or the 1920s, as regrowth following fires, logging, and farm abandonment. Assuming that the forests of Manitoulin Island have a similar recent history, we used an average age of 110 years, dividing the total amount of carbon accumulated over time (as estimated above) by that number.
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EXTERNAL METHODOLOGY/EMISSIONS FACTORS SOURCES:
ICLEI and FCM. (n.d.) PCP Protocol: Canadian Supplement to the International Emissions Analysis Protocol.
Environment and Climate Change Canada. (2019). National Inventory Report 1990-2017: Greenhouse gas sources and sinks in Canada, Part 2.
World Resources Institute, C40, and ICLEI. (2014). Global protocol for community-scale greenhouse gas emissions inventories: An accounting and reporting standard for cities.
EXTERNAL DATA SOURCES:
1: Statistics Canada. (2017). Billings, TP [Census subdivision], Ontario and Manitoulin, DIS [Census division], Ontario (table). Census Profile. 2016 Census. Statistics Canada Catalogue no. 98-316- X2016001. Ottawa. Released November 29, 2017. Retrieved from https://www12.statcan.gc.ca/census-recensement/2016/dp- pd/prof/details/page.cfm?Lang=E&Geo1=CSD&Code1=3551021&Geo2=CD&Code2=3551&SearchTex t=Billings&SearchType=Contains&SearchPR=01&B1=Housing&TABID=1&type=0
2: Qualman, D., in collaboration with the National Farmers Union. (2019). Tackling the farm crisis and the climate crisis: A transformative strategy for Canadian farms and food systems.
3: Ontario Ministry of Transportation: Traffic Office (2016). 2016 Provincial Highways Annual Average Daily Traffic (AADT). Retrieved from http://www.raqsa.mto.gov.on.ca/techpubs/TrafficVolumes.nsf/tvweb
4: Statistics Canada. (2017). Billings, TP [Census subdivision], Ontario and Manitoulin, DIS [Census division], Ontario (table). Census Profile. 2016 Census. Statistics Canada Catalogue no. 98-316- X2016001. Ottawa. Released November 29, 2017. Retrieved from https://www12.statcan.gc.ca/census-recensement/2016/dp- pd/prof/details/page.cfm?Lang=E&Geo1=CSD&Code1=3551021&Geo2=CD&Code2=3551&SearchTex t=Billings&SearchType=Contains&SearchPR=01&B1=Journey%20to%20work&TABID=1&type=0
5: Statistics Canada. Table 32-10-0424-01 Cattle and calves on census day. Retrieved from https://www150.statcan.gc.ca/t1/tbl1/en/tv.action?pid=3210042401&pickMembers%5B0%5D=1.133 7
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6: Puric-Mladenovic, D., Gleeson, J., and Nielsen, G. (2016). Estimating carbon storage in Southern Ontario forests at regional and stand levels. Ministry of Natural Resources and Forestry: Climate Change Research Note Number 12.
7: Forests. (n.d.). Community conservation and stewardship plan: Chapter 3: Biodiversity features. Retrieved from http://www.bpba.ca/bpcsp/uploads/CH3Forests140518.pdf
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Memorandum To: Council cc: CAO/Clerk, Deputy Clerk, Treasurer, Administrative Assistant From: Todd Gordon, EDO Date: 07.03.2020 RE: Recommendation to Council Regarding Main St. Engineering Design Proposals
Recommendation:
I recommend, on behalf of the evaluators, that Council accept the proposal from EXP Engineering Services, for design and associated engineering services related to reconstruction of Main Street, in the hamlet of Kagawong.
Background:
This spring, Council initiated a Request for Proposal (RFP) process to obtain engineering design and related services for the reconstruction of Main Street in Kagawong. The parameters of the RFP and process are indicated below. The RFP was written by the EDO, with assistance from other staff, and the EDO managed the RFP process. The RFP was hosted online, using a procurement site called Biddingo.
Parameter Scope of the Project
Spatially: The intersection of Main Street and Provincial Highway #540, Northerly down the hill, through the hamlet to the proximity of the North Intersection of Main Street and Upper Street. Distance: just under 1 Km. Important issues/considerations (in no specific order): • Drainage • Vehicular safety • Safe and accessible pedestrian movement • Ease of maintenance, including winter control/maintenance
The RFP explicitly requested that proponents be prepared to facilitate 2 public & business information and engagement sessions. Please note that this project – the design process itself, not the additional services - is expected to be completed by mid-November 2020. The construction will be completed in 2021.
Services Requested
• Engineering Design, including detailed cost estimating • Tender Services • Contract Administration and Project Management • Construction Site Inspection Services
RFP Timeline (Procurement Timeline)
RFP release date: May 27, 2020 Mandatory intention to respond/site inspection registration deadline: June 9, 2020 Site inspection date: June 17, 2020 Enquiries deadline: June 22, 2020 Submission deadline: June 26, 2020 Award of contract: July 07, 2020 Project design completion: November 13, 2020
Responding Proponents:
• Greer Galloway Engineering Consultants, Kingston, Ontario • EXP Services Inc., Sudbury, Ontario • J.L. Richards and Associates Limited, Sudbury, Ontario • Tulloch Engineering, Thessalon, Ontario
Proposal Evaluation Process
The proposals were evaluated by me, as EDO, the CAO, Deputy Clerk, the Mayor, and Councillor Barker. Public Works staff provided input and were fully engaged in the site inspection meetings – a reality genuinely appreciated by me as facilitator of those sessions. The evaluators put much effort into reviewing and discussing the proposals. The scoring matrix, which was one important element of the evaluation process is included below, as are the cost quotes from each proponent.
Matrix as applied to each individual proponent: Criteria Total Possible Score Project Manager & Project Team: Demonstrated Experience in 25 Similar Projects Workplan, Timeline and Client Interaction 25 Cost Quote 20 Overall Quality and Clarity of Proposal 20 Demonstrated Innovation/Value Added 10 Combined Point Score 100
Compiled Scoring Matrix Results: Total Greer Tulloch J.L. EXP Possible Galloway Richards Score Total Combined Point 500 321 380 410 401 Score (all evaluators)
Cost Quotes (Including HST) (Rounded to the nearest $)
Greer Galloway Consulting Engineers $143,591 Tulloch Engineering $150,166 J.L. Richards and Associates Ltd. $214,689 EXP Services Inc. $155,559
As always, I am ready and willing to discuss this item with council and answer related questions to the best of my ability.
Respectfully Submitted, Todd Gordon, EDO
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Manitoulin Island COVID-19 Leadership Coordination Committee
SENT VIA EMAIL June 22, 2020
The Honourable Christine Elliott Deputy Premier, Minister of Health [email protected]
Carol Hughes MP Algoma-Manitoulin-Kapuskasing [email protected]
Dear Ms. Elliott and Ms. Hughes,
Re: Manitoulin Island COVID-19 preparedness: Financial Assistance and Insurer Exclusions
We are writing this letter on behalf of all citizens of the municipalities and First Nations on Manitoulin Island.
Since the start of the COVID-19 pandemic, Manitoulin Island leadership has worked diligently to ensure the safety of our Island’s residents. Our medical providers have worked to ensure that we have access to medical supplies and have appropriate protocols in place. These efforts have incurred costs that would typically be funded by the provincial and/or federal governments. We are urging both the provincial and federal government to provide financial assistance, which is needed to facilitate further medical preparedness for our Island. For example, First Nations and municipalities on the Island require funding in order to implement emergency preparedness measures, while funding is also needed for supportive care and isolation centres. Already, medical facilities around the Island have had to bear unexpected costs as they implement initiatives to prevent the spread of COVID-19.
Further, we are aware that some insurance companies are amending their coverage to exclude claims for COVID-19 related matters. For instance, some hospitals on the Island and several others around Ontario have been advised that their coverage will not apply to claims that are allegedly connected
2 to certain specifically identified contagious diseases, including COVID-19. Other health sectors are beginning to understand the impact of these exclusions to their operations.
We would like to engage in meaningful dialogue with both levels of government to address these serious issues.
Sincerely,
Mayor Ian Anderson, Billings Township
Reeve Ken Noland, Township of Burpee & Mills
Mayor Richard Stephens, Municipality of Central Manitoulin
Mayor Dan Osborne, Town of Gore Bay
Reeve Lee Hayden, Municipality of Gordon/Barrie Island
Ogimaa Kwe Linda Debassige, M’Chigeeng First Nation
Mayor Al MacNevin, Town of Northeastern Manitoulin and the Islands
Chief Dean Roy, Sheshegwaning First Nation
Chief Andrew Aguonie, Sheguiandah First Nation
Reeve David Jaggard, Tehkummah Township
Tribal Chair Patsy Corbiere, UCCMM Tribal Council and Aundeck Omni Kaning
Ogimaa Duke Peltier, Wiikwemkoong First Nation
Chief Irene Sagon Kells, Zhiibaahaasing First Nation
CC: Julian Falconer, Legal Counsel Michael Mantha, MPP Algoma-Manitoulin
Megan Bonenfant
Subject: RE: Blue Box Transition - Population under 5000
From: FONOM Office/ Bureau de FONOM
Good afternoon
We hope that you and your community are well
Recently the Honorable Jeff Yurek Minister of the Environment, Conservation and Parks surprised the Municipal sector by indicating that Municipalities under 5000 to be excluded from transition to Full Producer Responsibility. This is a major concern to FONOM, we have attached a Resolution for your consideration to address this issue.
President Danny Whalen commented that "Stewarts produce and sell products in the small and rural communities in the Northeast, and therefore should have the Full Producer Responsibility for recycling in those communities as well."
Please let me know if you have any questions or concerns.
Mac
Mac Bain Executive Director The Federation of Northern Ontario Municipalities 615 Hardy Street North Bay, ON, P1B 8S2 Ph. 705-478-7672
2 WHEREAS the amount of single-use plastics leaking into our lakes, rivers, waterways in Northeastern Ontario is a growing area of public concern WHEREAS reducing the waste we generate and reincorporating valuable resources from our waste stream into new goods can reduce GHGs significant WHEREAS the transition to full producer responsibility for packaging, paper and paper products is a critical to reducing waste, improving recycling and driving better economic and environmental outcomes WHEREAS the move to a circular economy is a global movement, and that the transition of Blue Box programs would go a long way toward this outcome WHEREAS the Municipality of ______is supportive of a timely, seamless, and successful transition of Blue Box programs to full financial and operational responsibility by producers of packaging, paper and paper products WHEREAS the Municipality of ______is concerned about a recent proposal by the Ministry of Environment, Conservation and Parks that could jeopardize over 135 small rural, remote, and Northern community Blue Box programs across the Province as well as servicing to schools and public spaces; AND WHEREAS the Association of Municipalities of Ontario has requested municipal governments with Blue Box programs to provide an indication of the best date to transition our Blue Box program to full producer responsibility THEREFORE BE IT RESOLVED THAT the Municipality of ______strongly advocates for language to be included in the regulation that ensures municipalities under 5,000 continue to receive Blue Box servicing as was agreed as part of the Provincial government’s Blue Box mediation as well as schools and public spaces. FURTHER BE IT RESOLVED THAT the Municipality of ______forward this resolution to the Honorable Jeff Yurek Minister of the Environment, Conservation and Parks, the Association of Municipalities of Ontario, the Federation of Northeastern Ontario Municipalities and the Rural Ontario Municipalities Association
June 19, 2020
Dear Mayor and Council,
We have what we think is a simple request for Council. We will provide some links for background, but this letter is in support of the monarch butterfly, and we are asking that where possible milkweed plants, which are imperative for the monarchs, are not cut down during their life cycle.
For decades, councils have felt it necessary to cut the plants on the sides of the roads. While this may be understandable on the highways, on the smaller side roads of Billings Township, it seems like an unnecessary expense at the very least*. The other result is obviously the end of many wildflowers. For many people, the sight of all the colours spilling out along the side of the road is one of Manitoulin’s special things, but aside from the beauty the flowers sustain so many insects, among them the Monarch butterfly in all its life stages.
We are suggesting that there is no need for the cutting at all, but we are asking that if the cutting continues, the workers avoid the milkweed during the Monarch’s life cycle -- from the time of writing right into the fall**.
We have watched when, for example, a patch of milkweed and nothing but milkweed at Sandy Beach was whipper-snipped. A couple of other places noticed: Beach St. up from the water treatment plant, and along the south side of Mudge Bay along the highway. We’ve been pleased to see monarch caterpillars on plants along the bay only to find, the next day, that the plants are gone.
This is such a waste, and there is absolutely no gain. No doubt there are many, many other places where it would be relatively easy to avoid cutting these plants.
To re-cap, then, our first preference would be that cutting doesn’t happen at all during monarch season; a more eloquent argument can be found here: https://www.startribune.com/save-our-monarchs-stop-mowing-milkweed/489386521/ , but barring that, we would hope that the people who are driving the mowers should know what milkweed looks like and, where possible, to avoid cutting it. It is important to note that people have been killed protecting monarch habitat in Mexico, so it seems to us that it would be the least we can do at the northern end of their journey, to make sure that we are not cutting down their habitat just because we can.
Thank you,
Willa Wilson Paula Mallea John Mallea
* We have often heard it said that roadsides are cut so that drivers can “see the deer”. It would be interesting to know if there is any research that supports this claim, i.e. if roadsides are cut, are there fewer accidents?
Quick facts about Monarchs: **- from https://www.ontario.ca/page/monarch#:~:text=During%20late%20summer%20a nd%20fall,Lake%20Ontario%20and%20Lake%20Erie.
“…although most adult Monarchs only live for about four to five weeks, individuals that metamorphose into butterflies during autumn can live for seven to eight months; it is this generation that migrates south for the Canadian winter.”
From the Canadian Wildlife Federation on protecting roadways and other habitat: https://cwf-fcf.org/en/explore/monarchs/
Megan Bonenfant
Subject: RE: Trail walking
-----Original Message----- From: Melanie Hunt
Hello Kathy, I am hoping that you can pass on my gratitude to the town employees and council for the partial reopening of the river trail. I have just returned from a very peaceful walk and I feel like myself again! It is so appreciated! I really hope people will respect the rules put in place so we can all safely enjoy this beautiful space again. All the best to you, Melanie Hunt.
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2021 Division Road North Kingsville, Ontario N9Y 2Y9 Phone: (519) 733-2305 www.kingsville.ca [email protected]
June 29, 2020
The Honourable Doug Ford ([email protected]) Premier of Ontario Legislative Building, Queen’s Park Toronto, Ontario M7A 1A1
-and to-
The Honourable Rod Phillips ([email protected]) Minister of Finance Frost Building South; 7th Floor 7 Queen’s Park Crescent Toronto, Ontario M7A 1Y7
Dear Premier Ford and Minister Phillips:
RE: Kingsville Council request that the Rent Assistance Program to include all businesses in a lease agreement within all “residential-above-commercial” properties without a cap on commercial/residential ratio
At its Regular Meeting of June 22, 2020, Kingsville Council resolved the following:
391-2020 Moved By Councillor Kimberly DeYong Seconded By Councillor Larry Patterson Whereas the COVID-19 Pandemic has greatly impacted the business community in the Town of Kingsville; And Whereas the Province of Ontario has provided financial assistance including a multi-level Rent Assistance program to the business community impacted by the COVID-19 Pandemic; And Whereas the Rent Assistance program offered by the Province of Ontario established an arbitrary cap on multi-use properties where it is common for “residential-above-commercial” developments, especially in downtown and Main Street corridors; And Whereas Kingsville, particularly in our downtown business centres, has several properties with residential-above-commercial where the ratio of commercial storefront businesses represents less than 30 per cent of the entire building, thus leaving a gap where local business owners cannot qualify for rent relief with their willing landlords; And Whereas the Town of Kingsville’s newly adopted Business Retention and Expansion Project Report identified that Kingsville businesses would benefit from the Province expanding the Rent Assistance program to include all commercial lease properties regardless of overall footprint. Now Therefore Be It Resolved That the Town of Kingsville requests that the Province of Ontario expand their Rent Assistance program to include all businesses in a lease agreement within all “residential-above-commercial” properties without a cap on commercial/residential ratio; And Finally, That this Resolution be circulated to the Premier, Doug Ford, the Minister of Finance, Rod Phillips, our local MPP Taras Natyshak, and all Ontario municipalities requesting their support.
CARRIED
Thank you for your consideration.
Sincerely,
Jennifer Astrologo, Director of Corporate Services/Clerk Corporate Services Department [email protected] /sjk CC: Taras Natyshak, MPP ([email protected]) CC: All Ontario Municipalities
Township of The Archipelago 9 James Street, Parry Sound ON P2A 1T4 Tel: 705-746-4243/Fax: 705-746-7301 www.thearchipelago.on.ca
June 18, 2020
20-080 Moved by Councillor Walker Seconded by Councillor Zanussi ______
RE: Municipality of McDougall. OPP Detachment Boards
WHEREAS Council has received a request for support of a resolution enacted by the Municipality of McDougall regarding the Association of Municipalities of Ontario’s (AMO) Discussion Paper “New Ontario Provincial Police Detachment Boards: Building a Framework for Better Policing Governance dated May 1, 2020, which proposes that Northern Ontario District Social Services Administration Boards (DSSAB) replace the current OPP Detachment Boards;
NOW THEREFORE BE IT RESOLVED that Council for the Township of The Archipelago supports the resolution enacted by the Municipality of McDougall and hereby agrees with the opinion of the Federation of Northern Ontario Municipalities (FONOM), that the current DSSAB’s would not be the best solution for overseeing the Northern OPP Detachments;
BE IT FURTHER RESOLVED THAT a copy of this resolution be sent to FONOM and its member municipalities, AMO, the Honourable Sylvia Jones, Solicitor General, and Norm Miller, MPP for Parry Sound-Muskoka.
Carried.
1
March 19, 2020
Ms. Barbara Edwards Billings Museum Board P.O. Box 34 Kagawong, ON P0P 1J0
Dear Ms. Edwards:
The purpose of this letter is to outline the nature of our involvement with the financial statements of Billings Museum Board for the year ended December 31, 2019 (the “Engagement”). As agreed, we will compile financial statements in accordance with the standards applicable to compilation engagements for the year ended December 31, 2019 from information provided by you. We will not perform an audit or a review engagement on such information.
We agree to provide the services to you under the terms and conditions set forth in this engagement letter and the accompanying "Terms and Conditions (REV. 1-2019)". The attached Terms and Conditions form an integral part of the terms of this engagement and are incorporated herein by reference (collectively the "Engagement Letter").
Unless unanticipated difficulties are encountered, our communication will be substantially in the following form:
NOTICE TO READER
On the basis of information provided by the organization, we have compiled the statement of financial position of Billings Museum Board as at December 31, 2019 and the statement of operations and changes in net assets for the year then ended.
We have not performed an audit or a review engagement in respect of these financial statements and, accordingly, we express no assurance thereon.
Readers are cautioned that these statements may not be appropriate for their purposes.
FREELANDT CALDWELL REILLY LLP Chartered Professional Accountants Licensed Public Accountants Sudbury, Ontario Date - Page 2 -
Our Responsibilities Since we are accepting this Engagement as accountants, not as auditors, we request that you do not record this as an auditing engagement in the minutes of your members' meetings. Our services will not result in the expression of an audit opinion or any other form of assurance on the financial statements nor the fulfilling of any statutory or other audit requirement. You may wish to obtain legal advice concerning statutory (or contractual) audit requirements.
It is understood and agreed that: a) You will provide us with accurate and complete information necessary to compile such statements; b) The responsibility for the accuracy and completeness of the representations in the financial statements remains with you; c) Each page of the financial statements will be conspicuously marked as being unaudited; d) You will attach our Notice to Reader communication when distributing the financial statements to third parties; e) The financial statements may either lack disclosure required by, or otherwise not be in accordance with, an applicable financial reporting framework and may not be appropriate for general purpose use; and f) Uninformed readers could be misled unless they are aware of the possible limitations of the statements and our very limited involvement.
This Engagement cannot be relied upon to prevent or detect error and fraud and other irregularities. We wish to emphasize that responsibility for the prevention and detection of error and fraud and other irregularities must remain with management.
Use of Information It is acknowledged that we will have access to all information about identified individuals (“personal information”) in your custody that we require to complete our Engagement. Our services are provided on the basis that: a) You represent to us that management has obtained any required consents for our collection, use, disclosure, storage, transfer and process of personal information required under applicable privacy legislation and professional regulation; and b) We will hold personal information in compliance with our Privacy Statement.
Confidentiality One of the underlying principles of the profession is a duty of confidentiality with respect to client affairs. Each professional accountant must preserve the secrecy of all confidential information that becomes known during the practice of the profession. Accordingly, we will not provide any third party with confidential information concerning the affairs of Billings Museum Board unless: • We have been specifically authorized with prior consent; • We have been ordered or expressly authorized by law or by the Code of Professional Conduct; or • The information requested is (or enters into) public domain. - Page 3 -
File Inspections In accordance with professional regulations (and by firm policy), our client files must periodically be reviewed by practice inspectors and by other firm personnel to ensure that we are adhering to professional and firm standards. File reviewers are required to maintain confidentiality of client information.
Ownership The working papers, files, other materials, reports and work created, developed or performed by us during the course of the Engagement are the property of our firm, constitute confidential information and will be retained by us in accordance with our firm’s policies and procedures.
During the course of our work, we may provide, for your own use, certain software, spreadsheets and other intellectual property to assist with the provision of our services. Such software, spreadsheets and other intellectual property must not be copied, distributed or used for any other purpose. We also do not provide any warranties in relation to these items and will not be liable for any lost or corrupted data or other damage or loss suffered or incurred by you in connection with your use of them.
We retain the copyright and all intellectual property rights in any original materials provided to you.
Dispute Resolution You agree that any dispute that may arise regarding the meaning, performance or enforcement of this Engagement will, prior to resorting to litigation, be submitted to mediation.
Any mediation initiated as a result of this engagement shall be administered within the Province of Ontario by an independent mediator, according to its mediation rules, and any ensuing litigation shall be conducted within such province, according to provincial law. The results of any such mediation shall be binding only upon agreement of each party to be bound. The costs of any mediation proceeding shall be shared equally by the participating parties.
Indemnity Billings Museum Board hereby agrees to indemnify, defend (by counsel retained and instructed by us) and hold harmless our firm (and its partners, agents or employees) from and against any and all losses, costs (including solicitors' fees), damages, expenses, claims, demands or liabilities arising out of (or in consequence of): a) The breach by Billings Museum Board, or its directors, officers, agents or employees, of any of the covenants made by your organization herein, including, without restricting the generality of the foregoing, the misuse of, or the unauthorized dissemination of, our engagement report or the financial statements in reference to which the engagement report is issued, or any other work product made available to you by our firm. b) A misrepresentation by a member of your management or board of directors.
Time Frames We will use all reasonable efforts to complete the Engagement as described in this letter within the agreed upon time frames.
However, we shall not be liable for failures or delays in performance that arise from causes beyond our reasonable control, including any delays in the performance by Billings Museum Board of its obligations. - Page 4 -
Independence In situations where we are not independent when conducting this engagement, we will need to disclose the nature and extent of the matters which impair our independence in the Notice to Reader report.
Fees Our professional fees will be based on our regular billing rates, plus direct out-of-pocket expenses and applicable taxes, and are due when rendered. Fees for any additional services will be established separately.
Billing Our fees and costs will be billed monthly and are payable upon receipt. Invoices unpaid 30 days past the billing date may be deemed delinquent, and are subject to an interest charge of 1.0% per month. We reserve the right to suspend our services or to withdraw from this Engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers’ fees.
Communications In performing our services, we will send messages and documents electronically. As such communications can be intercepted, misdirected, infected by a virus, or otherwise used or communicated by an unintended third party, we cannot guarantee or warrant that communications from us will be properly delivered only to the addressee. Therefore, we specifically disclaim, and you release us from, any liability or responsibility whatsoever for interception or unintentional disclosure of communications transmitted by us in connection with the performance of this Engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from such communications, including any that are consequential, incidental, direct, indirect, punitive, exemplary or special damages (such as loss of data, revenues or anticipated profits).
If you do not consent to our use of electronic communications, please notify us in writing.
Costs of Responding to Government or Legal Processes In the event we are required to respond to a subpoena, court order, government agency or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this Engagement, you agree to compensate us at our normal hourly rates for the time we expend in connection with such response and to reimburse us for all of our out-of-pocket costs (including applicable taxes) incurred.
Termination Management acknowledges and understands that failure to fulfill its obligations as set out in this engagement letter will result, upon written notice, in the termination of the Engagement.
Either party may terminate this agreement for any reason upon providing written notice to the other party. If early termination takes place, Billings Museum Board shall be responsible for all time and expenses incurred up to the termination date.
If we are unable to complete the Engagement, we may withdraw from the Engagement before issuing our Notice to Reader communication or compiling the financial statements. If this occurs, we will communicate the reasons and provide details. - Page 5 -
Use and Distribution of our Communication The compilation of the financial statements and the issuance of our Notice to Reader communication are solely for the use of those to whom our report is specifically addressed by us. We make no representations of any kind to any third party in respect of these financial statements and will not assume any responsibility or liability arising from the use of this communication by any third party.
You acknowledge that no reliance shall be placed on draft versions of our commentary, conclusions, report, advice or other items ("Work Product"), whether oral or written, issued by us as the same may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final Work Product issued by us.
Governing Law This engagement letter is subject to, and governed by, the laws of the Province of Ontario and the laws of Canada applicable therein. This engagement letter will be deemed to have been formed and performed in the Province of Ontario and the Courts of the Province of Ontario will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum or to claim that those courts do not have jurisdiction.
Other Terms of Engagement It should be noted that our accounting work in the area of GST/HST and other commodity taxes is limited to that appropriate to compile the financial statements. Accordingly, we may not detect situations where you are incorrectly collecting GST/HST or incorrectly claiming input tax credits. As you are aware, failure to properly account for the GST/HST could result in you or your organization becoming liable for tax, interest or penalties. These situations may also arise for provincial sales tax, custom duties, and excise taxes.
Conclusion This engagement letter includes the relevant terms that will govern the Engagement for which it has been prepared. Any material changes or additions to the terms set forth in this letter will only become effective if evidenced by a written amendment to this letter, signed by all of the parties.
The terms of the engagement outlined in this letter supersede our previous compilation engagement letter and will continue in effect from year to year until amended, replaced or terminated in writing.
If you have any questions about the contents of this letter, please raise them with us. If the services outlined are in accordance with your requirements and if the above terms are acceptable to you, please sign the copy of this letter in the space provided and return it to us.
We appreciate the opportunity of continuing to be of service to your organization. - Page 6 -
Yours very truly, FREELANDT CALDWELL REILLY LLP
Corey Houle, CPA, CA Principal
The terms of the engagement set out herein, including the attached Terms and Conditions (REV. 1-2019), are acknowledged and agreed on behalf of Billings Museum Board by:
Per: Barbara Edwards
49711 TERMS AND CONDITIONS March 19, 2020
1. TERMS AND CONDITIONS a. The Terms and Conditions are an integral part of the accompanying Proposal or Engagement Letter from Freelandt Caldwell Reilly LLP (“FCR” or “we”) that identifies the engagement to which they relate. b. In the event of conflict between the Proposal or Engagement Letter and the Terms and Conditions, the Terms and Conditions prevail unless specific reference to a provision of these Terms and Conditions being varied is made in the Proposal or Engagement Letter. Other capitalized words in these Terms and Conditions have the meanings given to them in the Proposal or Engagement Letter.
2. SERVICES a. FCR will use reasonable efforts to complete the performance of the services described in the Proposal or Engagement Letter within any agreed‐upon time‐frame. b. It is understood and agreed that FCR’s services may include advice and recommendations to Client or its legal representatives. All decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, Client. FCR will not perform management functions or make management decisions for Client. c. Nothing in the Terms and Conditions shall be construed as precluding or limiting in any way the right of FCR to provide services of any kind or nature whatsoever to any person or entity as FCR in its sole discretion deems appropriate.
3. TAX SERVICES a. If the Proposal or Engagement Letter is with respect to tax and advisory services or if tax services are otherwise specifically requested by Client, FCR will perform the procedures in accordance with this section. FCR will base its findings exclusively on the facts and assumptions provided to FCR by Client and Client’s personnel and advisors. FCR will consider the applicable provisions of the relevant Canadian taxing statutes, regulations, and tax treaties, and judicial and administrative interpretations of them. FCR will also take into account all specific proposals to amend such statutes, regulations and treaties publicly announced prior to the date of FCR’s reports, based on the assumption that these amendments will be enacted substantially as proposed. These authorities are subject to change, retroactively and/or prospectively, and may result in incremental taxes, interest, and/or penalties. FCR’s findings will not otherwise take into account or anticipate any changes in law or practice, by way of judicial, governmental or legislative action or interpretation. Unless Client specifically requests otherwise, FCR is not responsible for updating its tax work or correspondence to Client to take any such changes into account. b. FCR will use professional judgment in providing advice, and will, unless Client instructs otherwise, take the position most favourable to Client whenever reasonable. All returns are subject to examination by tax authorities, and FCR’s advice may be audited and challenged by a tax authority. Client understands that FCR’s conclusions are not binding on tax authorities or the courts and should not be construed as a representation, warranty or guarantee that the tax authorities or courts will agree with FCR’s conclusion. c. Any advice and assistance we provide throughout the course of the engagement will be based on the provisions of the Income Tax Act (Canada) (the “ITA”), the Excise Tax Act (Canada) (the “ETA”), and the ITA Regulations and ETA Regulations in force at the date of our correspondence. Ways and Means Motions, draft legislation by the Department of Finance, published jurisprudence and the published administrative practices of the Canada Revenue Agency at the time of our correspondence will also be considered. The Acts and Regulations, their judicial interpretation, and the administrative policies of the Canada Revenue Agency are subject to change. Any such change subsequent to the completion of this engagement could impact upon the effectiveness of our advice and transactions undertaken by Client as a result of our advice. FCR is not responsible for updating its advice for any such change which may occur subsequent to the completion of the engagement. d. Client is also responsible for ensuring that FCR’s advice is implemented strictly in accordance with FCR’s recommendations. FCR is not responsible for any penalties or interest assessed against Client as a result of a failure by Client to provide FCR with accurate and complete information. e. Unless expressly provided for, FCR’s services do not include representing Client in the event of a challenge by the
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Canada Revenue Agency or other tax revenue authorities. f.FCR’s services are restricted to Canadian tax matters and implications and FCR will not advise on any U.S. or other non‐ Canadian matters or implications for U.S. or other non‐Canadian residents involved directly or indirectly in the subject matter of our advice, including without limitation, the beneficiary of any estate. It is up to the Client to determine if it needs advice for any U.S. or other non‐Canadian matters or residents, and, if so, then to obtain such advice. g. FCR will not and does not advise on the specific personal income tax implication to any beneficiary of an estate, including with respect to wills reviewed by FCR or resulting from or amended to address advice or assistance from FCR unless Client is the beneficiary and the beneficiary has specifically retained FCR to provide that advice.
4. CLIENT RESPONSIBILITIES a. Client agrees to cooperate with FCR in the performance of the services under the Proposal or Engagement Letter and shall provide or arrange to provide FCR with timely access to and use of the personnel, facilities, equipment, data and information necessary for FCR to perform the services under the Proposal or Engagement Letter. Client is solely responsible for verifying that FCR receives true and correct financial and other information sufficient to allow FCR to perform the services requested of FCR under the Proposal or Engagement Letter. To the extent that FCR personnel are on Client premises, Client will take all reasonable precautions for the safety of FCR partners and employees at Client premises. Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to FCR for purposes of the performance by FCR of its services hereunder. The Proposal or Engagement Letter may set forth additional responsibilities of Client in connection with the engagement. Client acknowledges that Client’s failure to perform these obligations could adversely impact FCR’s ability to perform its services. b. Client agrees that Client, and not FCR, shall perform the following functions: (i) make all management decisions and perform all management functions; (ii) designate an individual who possesses suitable skill, knowledge and experience, preferably within senior management, to oversee the performance of the services under the Proposal or Engagement Letter, and to evaluate the adequacy and results of such services; (iii) accept responsibility for the results of such services; and (iv) establish and maintain internal controls over the processes with which such services are concerned, including, without limitation, monitoring ongoing activities. c. Client acknowledges and agrees that FCR will, in performing the services, base its conclusions on the facts and assumptions that Client furnishes and that FCR may use data, material, and other information furnished by or at the request or direction of Client without any independent investigation or verification and that FCR shall be entitled to rely upon the accuracy and completeness of such data, material and other information. Inaccuracy or incompleteness of such data, material and other information furnished to FCR could have a material effect on FCR’s conclusions. d. Client acknowledges that information made available by it, or by the others on Client’s behalf, or otherwise known to partners or staff of FCR who are not engaged in the provisions of the services hereunder shall not be deemed to have been made available to the individuals within FCR who are engaged in the provision of the services hereunder. Client undertakes that, if anything occurs after information is provided by Client to FCR to render such information untrue, unfair or misleading, Client shall promptly notify FCR.
5. REPORTING a. During the performance of the services, FCR may supply oral, draft or interim advice, reports or presentations but in such circumstances FCR’s written advice or final written report shall take precedence. No reliance should be placed by Client on any oral, draft or interim advice, reports or presentations. Where Client wishes to rely on oral advice or oral presentation, Client shall inform FCR and FCR will provide documentary confirmation of the advice concerned and in such a case the advice or presentation will be subject to these Terms and Conditions. b. Prior the issuance of a final report by FCR, Client may be asked to, and will, confirm in writing certain representations made to FCR during the engagement, including that Client has reviewed FCR’s draft report, is satisfied with it, and has no knowledge of any facts not noted in the report that would be reasonably expected to materially affect its conclusions. c. Any advice, opinion or report prepared by FCR will be based upon such assumptions, limitations, qualifications and reservations as FCR deems necessary or prudent considering, but not limited to, (i) the time available to complete the
TERMS AND CONDITIONS Page 2 REV. 1‐2019 TERMS AND CONDITIONS March 19, 2020
services; (ii) the information, data, opinions, advice and representations made available to FCR, and (iii) FCR’s access to Client’s management, advisors and agents. d. Subsequent to the completion of the engagement, FCR will not update its advice, recommendations or work product for changes or modification to the law and regulations, or to the judicial and administrative interpretations thereof, or for subsequent events or transactions, unless Client separately engages FCR to do so in writing after such changes or modifications, interpretations, events or transactions occur.
6. WORKING PAPERS AND USE OF REPORTS a. FCR retains all rights in all methodologies, know‐how, knowledge, applications and software developed by FCR either prior to or during the engagement. FCR also retains all rights (including copyright) in all reports, written advice and other working papers and materials developed by FCR during the engagement. Unless contemplated by the Engagement Letter, all reports and written advice are intended solely for Client’s internal use and, where applicable, government taxation authorities, and may not be edited, distributed, published, made available or relied upon by any other person without FCR’s express written permission. If such permission is given, Client shall not publish any extract or excerpt of FCR’s written advice or report or refer to FCR without providing the entire advice or report at the same time. b. Subject to the restrictions of Section 7, FCR is entitled to use or develop the knowledge, experience and skills of general application gained through performing the engagement.
7. CONFIDENTIALITY a. Except as described in Section 6 above, Client will treat in confidence the Proposal or Engagement Letter and these Terms and Conditions and any FCR methodologies, know‐how, knowledge, application or software identified by FCR as confidential information of FCR, and will not use or disclose such confidential information of FCR to others. b. FCR will treat as confidential all proprietary information and personal information obtained from Client in the course of the engagement. c. The above restrictions shall not apply to any information that: (i) is required by law or professional standards applicable to FCR to be disclosed; (ii) that is in or hereafter enters the public domain; (iii) that is or hereafter becomes known to Client or FCR as the case may be, without breach of any confidentiality obligation; or (iv) that is independently developed by FCR. d. FCR will be entitled to include a description of the services rendered in the course of the engagement in marketing and research materials and disclose such information to third parties, provided that all such information will be rendered anonymous and not subject to association with Client. e. Professional standards require FCR personnel performing any audit or assurance services for clients to discuss or have available to them all information and materials that may affect the audit or assurance engagement. Client authorizes, if Client is or becomes an assurance Client, FCR personnel performing services under the engagement to make available to the FCR assurance engagement team and other FCR personnel, the findings, observations and recommendations from the engagement and agrees that FCR may use all such findings, observations and recommendations in FCR's assurance engagement.
8. CONSENTS AND NOTICES Any collection, use or disclosure of personal information is subject to FCR’s Privacy Policy available at www.FCRCA.com. FCR may be required to collect, use and disclose personal information about individuals during the course of this engagement. Client represents and warrants that: (i) it will obtain from individuals all consent required by law to permit FCR to collect, use and disclose all personal information reasonably required in the course of the engagement, and (ii) Client consents to FCR sending to Client its officers, directors, and employees, as applicable, electronic messages (including emails) relating to FCR products and services and other matters of interest to Client. Client, its officers, directors, or employees may withdraw such consent by contacting the FCR office located at 62 Frood Road, Suite 301, Sudbury, Ontario P3C 4Z3.
9. TAXES/BILLING/EXPENSES/FEES
TERMS AND CONDITIONS Page 3 REV. 1‐2019 TERMS AND CONDITIONS March 19, 2020 a. All fees and other charges do not include any applicable federal, provincial, or other goods and services or sales taxes, or any other taxes or duties whether presently in force or imposed in the future. Any such taxes or duties shall be assumed and paid by Client without deduction from the fees and charges hereunder. b. Bills, including, without limitation, a charge on account of all reasonable expenses, including travel, meals, accommodations, long distance, telecommunications, photocopying, delivery, postage, clerical assistance and database research will be rendered on a regular basis as the engagement progresses. An administrative and technology services charge will be charged to cover information technology infrastructure costs and administrative support of our client service personnel which are not included in our professional fees and routine administrative disbursements and expenses such as local travel, long distance telephone calls, photocopies, fax charges, printing, postage and delivery, database research and tools and clerical assistance. Other direct out‐of‐pocket expenses for non‐routine items such as out of town travel, accommodation and meals, if any will be charged at cost. Accounts are due when rendered. Interest on overdue accounts is calculated at the rate noted in the Engagement Letter commencing 30 days following the date of the invoice. c. Without limiting its rights or remedies, FCR shall have the right to halt or terminate entirely its services until payment is received on past due invoices.
10. LIMITATION ON WARRANTIES
This is a services engagement. FCR warrants that it will perform services hereunder in good faith with qualified personnel in a competent and workmanlike manner in accordance with applicable industry standards. FCR disclaims all other warranties, representations or conditions, either express or implied, including, without limitation, warranties, representations or conditions of merchantability or fitness for a particular purpose.
11. LIMITATION ON LIABILITY AND INDEMNITY a. Client agrees that FCR shall not be liable to Client for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the services performed under any Proposal or Engagement Letter or engagement for an aggregate amount in excess of the professional fees paid by Client to FCR under the engagement. On a multi‐phase engagement, this maximum aggregate liability shall be based on the amount actually paid in professional fees to FCR under the engagement for the particular phase that gives rise to the liability. b. In no event shall FCR be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs). In any action, claim, loss or damages arising out of the engagement, Client agrees that FCR’s liability will be several and not joint and several. Client may only claim payment from FCR of FCR’s proportionate share of the total liability based on degree of fault. c. Client agrees to indemnify, defend and hold harmless FCR from and against (i) all claims and causes of action by any third‐party related to or arising out of any services provided by us to you (the "Claims"); and (ii) any losses, liabilities, damages and expenses (including, but not limited to, reasonable lawyers' fees and expenses) incurred by FCR in connection with or arising out of any Claims ((i) and (ii) above collectively "Indemnified Costs"); provided that this indemnity shall not apply to the extent it is finally determined in proceedings before an arbitrator or a court of competent jurisdiction that the Indemnified Costs were a result of FCR’s own gross negligence, or intentional misconduct. d. For purposes of this section, the term FCR shall include its associated and affiliated entities and their respective partners, directors, officers and employees. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), restitution or otherwise.
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12. LEGAL PROCEEDINGS a. Client agrees to notify FCR promptly of any request received by Client from any court or applicable regulatory authority with respect to the services subject to these Terms and Conditions, FCR's advice or report or any related document. b. Client acknowledges that FCR may from time to time receive requests or orders from professionals or securities or other regulatory judicial or governmental authorities (both in Canada and abroad) to provide them with information and copies of documents in FCR’s files including working papers and other work‐product relating to Client. Except where prohibited by law, FCR will advise Client of the request or order. Client hereby acknowledges that FCR will provide the documents and information without further reference to, or authority from Client. When such an authority requests access to FCR’s working papers and other work‐product relating to Client affairs, FCR will on a reasonable efforts basis, refuse access to any document over which Client has expressly informed FCR at the time of delivery that the Client asserts privilege, except where disclosures of documents is required by law. Client must mark any document over which it asserts privilege as “privileged”. If and only if the authority requires such access to privileged documents pursuant to the laws of a jurisdiction in which express consent is required for such disclosures, then Client hereby provides its consent. Where privileged Client documents are disclosed, FCR is directed to advise the authority that Client is permitting disclosure only to the extent required by law and for limited purpose of the authority’s exercise of statutory authority. FCR is directed to advise the authority that Client does not intend to waive privilege for any other purpose and that Client expects its documents to be held by the authority as privileged and confidential material (held securely, limited distribution, etc.). For greater certainty, Client and FCR hereby agree that this acknowledgement (and, if required, consent) does not negate or constitute a waiver of privilege for any purpose and Client expressly relies upon the privilege protections afforded under statute and otherwise under law. c. If FCR is required by law, pursuant to government regulation, subpoena or other legal process or requested by Client to produce documents or personnel as witnesses arising out of the engagement, Client shall reimburse FCR at standard billing rates for professional time and expenses, including, without limitation, reasonable legal fees, incurred in responding to such requests. Such assistance shall be treated as a separate engagement and shall be subject to these Terms and Conditions.
13. LIMITATION PERIOD
No action or arbitration, regardless of form, arising under or relating to the engagement, may be brought by Client against FCR more than one year after the cause of action has accrued or in any event not more than five years after completion of the engagement. For purposes of this section, the term FCR shall include its associated and affiliated entities and its and their respective partners, directors, officers, employees and agents.
14. TERMINATION
Unless terminated sooner in accordance with its terms, the engagement shall terminate on the completion of FCR’s services under the engagement, which completion shall be evidenced by the delivery by FCR to Client of the final invoice in respect of the services performed under the engagement. Should Client not fulfill its obligations set out herein or in the Proposal or Engagement Letter and in the absence of rectification by Client within 10 days, FCR may, upon written notice, terminate its performance and will not be responsible for any loss, cost or expense resulting. The engagement may be terminated by either party at any time by giving written notice to the other party not less than 30 calendar days before the effective date of termination. Upon early termination of the engagement, Client shall be responsible for the payment to FCR for FCR’s time and expenses incurred up to the termination date, as well as reasonable time and expenses to bring the engagement to a close in a prompt and orderly manner.
15. E‐MAIL COMMUNICATION
Client recognizes and accepts the risks associated with communicating by Internet e‐mail and with using cloud‐based software, including (but without limitation) the lack of security, unreliability of delivery, unauthorized access to or corruption of data and possible loss of confidentiality and privilege. Unless Client requests in writing that FCR does not communicate by Internet e‐mail, Client assumes all responsibility or liability in respect of risk associated with its use.
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Client also assumes all risks associated with the use of any cloud‐based software used in connection with or in relation to its engagement of FCR.
16. POTENTIAL CONFLICTS OF INTEREST a. Except as otherwise set out herein, Client should be aware that it is not uncommon for FCR to be auditors and/or advisors of more than one of the parties involved in a transaction. In such situations, FCR takes appropriate measures to ensure that strict confidentiality is maintained in all respects. If these circumstances are identified, FCR will advise Client of that fact, subject to confidentiality requirements, and will consider with Client what further measures, if any, are appropriate. b. Client agrees that it will consent to and will not object to FCR representing or acting for another party in another unrelated matter even if that party is adverse in interest to Client’s interests. This agreement does not extend to any matter in which there is a real or apparent conflict of interest in which case FCR would not act unless in an appropriate circumstance it sought and obtained Client’s consent. In other words, Client has agreed that FCR may act in a fresh and independent matter unrelated to any work FCR has previously done for it and where previously obtained confidential information is irrelevant to that matter. c. FCR will notify Client if a situation develops which might, to FCR’s knowledge, impair its independence or cause a conflict of interest with respect to any services being provided to Client. Client will notify FCR promptly of any potential conflict of interest of which Client becomes aware prior to or during the engagement. In addition, it is possible that due to unexpected circumstances, we may be unable to complete the engagement with respect to a particular issue. FCR reserves the right, if in its professional judgment the circumstances require, to suspend or terminate services where a conflict situation unexpectedly arises which FCR believes renders it unable to complete the engagement in whole or part. FCR’s engagement will be deemed to be completed upon written notification of termination, even if FCR has not completed the engaged services. Client will be obligated to compensate FCR for the time expended to that point and to pay all accrued administrative charges and disbursements through the date of termination.
17. FORCE MAJEURE
Neither Client nor FCR shall be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
18. INDEPENDENT CONTRACTOR
It is understood and agreed that each of the parties is an independent contractor and that neither party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
19. SURVIVAL
The terms and provisions of any Proposal or Engagement Letter other than FCR’s promise to provide services and Sections 1 to 16, 19, 20, and 24 to 27 hereof shall survive the expiration or termination of the engagement.
20. SUCCESSORS AND ASSIGNS
The Terms and Conditions and the attached Proposal or Engagement Letter shall be binding upon the parties to it and their respective associated and affiliated entities and their respective partners, directors, officers and employees and successors and permitted assigns. Except as provided below, neither party may assign, transfer or delegate any of the rights or obligations with respect to this engagement without the prior written consent of the other party. FCR may assign its right to payment hereunder to any person and its other rights and obligations hereunder to any affiliate or successor in interest to all or substantially all of the assets or business of the relevant FCR practice, without the
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consent of Client. In addition, FCR may engage independent contractors and associated firms to assist FCR in performing the services hereunder.
21. SEVERABILITY
The provisions of the Terms and Conditions and the attached Proposal or Engagement Letter shall only apply to the extent that they are not prohibited by a mandatory provision of applicable law. If any of these provisions shall be held to be invalid, void or unenforceable, then the remainder of the Terms and Conditions and the attached Proposal or Engagement Letter, as the case may be, shall not be affected, impaired or invalidated, and each such provision shall be valid and enforceable to the fullest extent permitted by law.
22. ENTIRE AGREEMENT
The Terms and Conditions, and the attached Proposal or Engagement Letter, including, without limitation, Exhibits, constitute the entire agreement between FCR and Client with respect to the engagement and supersede all other oral and written representation, understandings or agreements relating to the engagement.
23. GOVERNING LAW
The Terms and Conditions and the related Proposal or Engagement Letter shall be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
24. PUBLICITY
Upon the closing of a transaction, FCR will have the right (but shall not be obliged), at its expense, to publicize its association with the transaction by way of public announcement in “tombstone” or similar format, subject to prior review of the wording for any such announcement with Client.
25. SPECIFIC ACCOUNTING ADVICE a. Except as set forth in the Engagement Letter, the engagement does not contemplate the provision of specific accounting advice or opinions or the issuance of a written report on the application of accounting standards to specific transactions and facts and circumstances of Client. Such services, if requested, would be provided pursuant to a separate engagement. b. Client should consult with and/or engage legal counsel for the purpose of advising on legal aspects of matters on which FCR provides its advice and drafting any legal documents and/or agreements that may be required. To the extent legal counsel or other professional service providers are required, Client is exclusively responsible for engaging and paying such services providers.
26. LLP
Freelandt Caldwell Reilly LLP is a registered limited liability partnership (“LLP”) established under the laws of the Province of Ontario and, where applicable, has been registered extra‐provincially under provincial LLP legislation. FCR is a partnership, but its partners have a degree of limited liability. A partner is not personally liable for any debts, obligations or liabilities of the LLP that arise from a negligent act or omission by another partner or any person under that other partner’s direct supervision or control. The legislation relating to limited liability partnerships does not, however, reduce or limit the liability of the firm. The firm’s insurance exceeds the mandatory professional indemnity insurance requirements established by the relevant professional bodies. Subject to the other provisions hereof, all partners of the LLP remain personally liable for their own actions and/or actions of those they directly supervise or control.
27. ALTERNATIVE DISPUTE RESOLUTION
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All disputes arising out of or in connection with the Proposal or Engagement Letter or the Terms and Conditions, or in respect of any legal relationship between the parties associated with or derived from the Proposal or Engagement Letter or the Terms and Conditions, will be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The Seat of Arbitration will be Sudbury, Ontario. The language of the arbitration will be English. Such arbitration shall be final, conclusive and binding upon the parties, and the parties shall have no right of appeal of the award.
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PRIVATE & CONFIDENTIAL
April 1, 2020
Billings Museum Board Attention: Ms. Barbara Edwards P.O. Box 34 Kagawong, ON P0P 1J0
Dear Ms. Edwards:
Enclosed please find the following:
1. A copy of the financial statements for Billings Museum Board for the fiscal year ended December 31, 2019.
2. Copy of the Adjusting journal entries and trial balance for the year ended December 31, 2019. Please forward this information to your bookkeeper. Please review the journal entries to ensure that they are in accordance with the facts. If applicable, please make special note of the impact (if any) that the entries will have on your HST or GST return. If you do not understand the impact, please contact our office for assistance.
3. Two copies of:
i) an engagement letter
Kindly sign the originals in the spaces indicated returning them to us. The copies are for your records.
If you have any questions or require any clarification with respect to the above, kindly contact us.
Yours very truly, FREELANDT CALDWELL REILLY LLP
Corey Houle, CPA, CA Principal
49711 March 19, 2020
Ms. Barbara Edwards Billings Museum Board P.O. Box 34 Kagawong, ON P0P 1J0
Dear Ms. Edwards:
The purpose of this letter is to outline the nature of our involvement with the financial statements of Billings Museum Board for the year ended December 31, 2019 (the “Engagement”). As agreed, we will compile financial statements in accordance with the standards applicable to compilation engagements for the year ended December 31, 2019 from information provided by you. We will not perform an audit or a review engagement on such information.
We agree to provide the services to you under the terms and conditions set forth in this engagement letter and the accompanying "Terms and Conditions (REV. 1-2019)". The attached Terms and Conditions form an integral part of the terms of this engagement and are incorporated herein by reference (collectively the "Engagement Letter").
Unless unanticipated difficulties are encountered, our communication will be substantially in the following form:
NOTICE TO READER
On the basis of information provided by the organization, we have compiled the statement of financial position of Billings Museum Board as at December 31, 2019 and the statement of operations and changes in net assets for the year then ended.
We have not performed an audit or a review engagement in respect of these financial statements and, accordingly, we express no assurance thereon.
Readers are cautioned that these statements may not be appropriate for their purposes.
FREELANDT CALDWELL REILLY LLP Chartered Professional Accountants Licensed Public Accountants Sudbury, Ontario Date - Page 2 -
Our Responsibilities Since we are accepting this Engagement as accountants, not as auditors, we request that you do not record this as an auditing engagement in the minutes of your members' meetings. Our services will not result in the expression of an audit opinion or any other form of assurance on the financial statements nor the fulfilling of any statutory or other audit requirement. You may wish to obtain legal advice concerning statutory (or contractual) audit requirements.
It is understood and agreed that: a) You will provide us with accurate and complete information necessary to compile such statements; b) The responsibility for the accuracy and completeness of the representations in the financial statements remains with you; c) Each page of the financial statements will be conspicuously marked as being unaudited; d) You will attach our Notice to Reader communication when distributing the financial statements to third parties; e) The financial statements may either lack disclosure required by, or otherwise not be in accordance with, an applicable financial reporting framework and may not be appropriate for general purpose use; and f) Uninformed readers could be misled unless they are aware of the possible limitations of the statements and our very limited involvement.
This Engagement cannot be relied upon to prevent or detect error and fraud and other irregularities. We wish to emphasize that responsibility for the prevention and detection of error and fraud and other irregularities must remain with management.
Use of Information It is acknowledged that we will have access to all information about identified individuals (“personal information”) in your custody that we require to complete our Engagement. Our services are provided on the basis that: a) You represent to us that management has obtained any required consents for our collection, use, disclosure, storage, transfer and process of personal information required under applicable privacy legislation and professional regulation; and b) We will hold personal information in compliance with our Privacy Statement.
Confidentiality One of the underlying principles of the profession is a duty of confidentiality with respect to client affairs. Each professional accountant must preserve the secrecy of all confidential information that becomes known during the practice of the profession. Accordingly, we will not provide any third party with confidential information concerning the affairs of Billings Museum Board unless: • We have been specifically authorized with prior consent; • We have been ordered or expressly authorized by law or by the Code of Professional Conduct; or • The information requested is (or enters into) public domain. - Page 3 -
File Inspections In accordance with professional regulations (and by firm policy), our client files must periodically be reviewed by practice inspectors and by other firm personnel to ensure that we are adhering to professional and firm standards. File reviewers are required to maintain confidentiality of client information.
Ownership The working papers, files, other materials, reports and work created, developed or performed by us during the course of the Engagement are the property of our firm, constitute confidential information and will be retained by us in accordance with our firm’s policies and procedures.
During the course of our work, we may provide, for your own use, certain software, spreadsheets and other intellectual property to assist with the provision of our services. Such software, spreadsheets and other intellectual property must not be copied, distributed or used for any other purpose. We also do not provide any warranties in relation to these items and will not be liable for any lost or corrupted data or other damage or loss suffered or incurred by you in connection with your use of them.
We retain the copyright and all intellectual property rights in any original materials provided to you.
Dispute Resolution You agree that any dispute that may arise regarding the meaning, performance or enforcement of this Engagement will, prior to resorting to litigation, be submitted to mediation.
Any mediation initiated as a result of this engagement shall be administered within the Province of Ontario by an independent mediator, according to its mediation rules, and any ensuing litigation shall be conducted within such province, according to provincial law. The results of any such mediation shall be binding only upon agreement of each party to be bound. The costs of any mediation proceeding shall be shared equally by the participating parties.
Indemnity Billings Museum Board hereby agrees to indemnify, defend (by counsel retained and instructed by us) and hold harmless our firm (and its partners, agents or employees) from and against any and all losses, costs (including solicitors' fees), damages, expenses, claims, demands or liabilities arising out of (or in consequence of): a) The breach by Billings Museum Board, or its directors, officers, agents or employees, of any of the covenants made by your organization herein, including, without restricting the generality of the foregoing, the misuse of, or the unauthorized dissemination of, our engagement report or the financial statements in reference to which the engagement report is issued, or any other work product made available to you by our firm. b) A misrepresentation by a member of your management or board of directors.
Time Frames We will use all reasonable efforts to complete the Engagement as described in this letter within the agreed upon time frames.
However, we shall not be liable for failures or delays in performance that arise from causes beyond our reasonable control, including any delays in the performance by Billings Museum Board of its obligations. - Page 4 -
Independence In situations where we are not independent when conducting this engagement, we will need to disclose the nature and extent of the matters which impair our independence in the Notice to Reader report.
Fees Our professional fees will be based on our regular billing rates, plus direct out-of-pocket expenses and applicable taxes, and are due when rendered. Fees for any additional services will be established separately.
Billing Our fees and costs will be billed monthly and are payable upon receipt. Invoices unpaid 30 days past the billing date may be deemed delinquent, and are subject to an interest charge of 1.0% per month. We reserve the right to suspend our services or to withdraw from this Engagement in the event that any of our invoices are deemed delinquent. In the event that any collection action is required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection, including lawyers’ fees.
Communications In performing our services, we will send messages and documents electronically. As such communications can be intercepted, misdirected, infected by a virus, or otherwise used or communicated by an unintended third party, we cannot guarantee or warrant that communications from us will be properly delivered only to the addressee. Therefore, we specifically disclaim, and you release us from, any liability or responsibility whatsoever for interception or unintentional disclosure of communications transmitted by us in connection with the performance of this Engagement. In that regard, you agree that we shall have no liability for any loss or damage to any person or entity resulting from such communications, including any that are consequential, incidental, direct, indirect, punitive, exemplary or special damages (such as loss of data, revenues or anticipated profits).
If you do not consent to our use of electronic communications, please notify us in writing.
Costs of Responding to Government or Legal Processes In the event we are required to respond to a subpoena, court order, government agency or other legal process for the production of documents and/or testimony relative to information we obtained and/or prepared during the course of this Engagement, you agree to compensate us at our normal hourly rates for the time we expend in connection with such response and to reimburse us for all of our out-of-pocket costs (including applicable taxes) incurred.
Termination Management acknowledges and understands that failure to fulfill its obligations as set out in this engagement letter will result, upon written notice, in the termination of the Engagement.
Either party may terminate this agreement for any reason upon providing written notice to the other party. If early termination takes place, Billings Museum Board shall be responsible for all time and expenses incurred up to the termination date.
If we are unable to complete the Engagement, we may withdraw from the Engagement before issuing our Notice to Reader communication or compiling the financial statements. If this occurs, we will communicate the reasons and provide details. - Page 5 -
Use and Distribution of our Communication The compilation of the financial statements and the issuance of our Notice to Reader communication are solely for the use of those to whom our report is specifically addressed by us. We make no representations of any kind to any third party in respect of these financial statements and will not assume any responsibility or liability arising from the use of this communication by any third party.
You acknowledge that no reliance shall be placed on draft versions of our commentary, conclusions, report, advice or other items ("Work Product"), whether oral or written, issued by us as the same may be subject to further work, revision and other factors which may mean that such drafts are substantially different from any final Work Product issued by us.
Governing Law This engagement letter is subject to, and governed by, the laws of the Province of Ontario and the laws of Canada applicable therein. This engagement letter will be deemed to have been formed and performed in the Province of Ontario and the Courts of the Province of Ontario will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum or to claim that those courts do not have jurisdiction.
Other Terms of Engagement It should be noted that our accounting work in the area of GST/HST and other commodity taxes is limited to that appropriate to compile the financial statements. Accordingly, we may not detect situations where you are incorrectly collecting GST/HST or incorrectly claiming input tax credits. As you are aware, failure to properly account for the GST/HST could result in you or your organization becoming liable for tax, interest or penalties. These situations may also arise for provincial sales tax, custom duties, and excise taxes.
Conclusion This engagement letter includes the relevant terms that will govern the Engagement for which it has been prepared. Any material changes or additions to the terms set forth in this letter will only become effective if evidenced by a written amendment to this letter, signed by all of the parties.
The terms of the engagement outlined in this letter supersede our previous compilation engagement letter and will continue in effect from year to year until amended, replaced or terminated in writing.
If you have any questions about the contents of this letter, please raise them with us. If the services outlined are in accordance with your requirements and if the above terms are acceptable to you, please sign the copy of this letter in the space provided and return it to us.
We appreciate the opportunity of continuing to be of service to your organization. - Page 6 -
Yours very truly, FREELANDT CALDWELL REILLY LLP
Corey Houle, CPA, CA Principal
The terms of the engagement set out herein, including the attached Terms and Conditions (REV. 1-2019), are acknowledged and agreed on behalf of Billings Museum Board by:
Per: Barbara Edwards
49711 TERMS AND CONDITIONS March 19, 2020
1. TERMS AND CONDITIONS a. The Terms and Conditions are an integral part of the accompanying Proposal or Engagement Letter from Freelandt Caldwell Reilly LLP (“FCR” or “we”) that identifies the engagement to which they relate. b. In the event of conflict between the Proposal or Engagement Letter and the Terms and Conditions, the Terms and Conditions prevail unless specific reference to a provision of these Terms and Conditions being varied is made in the Proposal or Engagement Letter. Other capitalized words in these Terms and Conditions have the meanings given to them in the Proposal or Engagement Letter.
2. SERVICES a. FCR will use reasonable efforts to complete the performance of the services described in the Proposal or Engagement Letter within any agreed‐upon time‐frame. b. It is understood and agreed that FCR’s services may include advice and recommendations to Client or its legal representatives. All decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, Client. FCR will not perform management functions or make management decisions for Client. c. Nothing in the Terms and Conditions shall be construed as precluding or limiting in any way the right of FCR to provide services of any kind or nature whatsoever to any person or entity as FCR in its sole discretion deems appropriate.
3. TAX SERVICES a. If the Proposal or Engagement Letter is with respect to tax and advisory services or if tax services are otherwise specifically requested by Client, FCR will perform the procedures in accordance with this section. FCR will base its findings exclusively on the facts and assumptions provided to FCR by Client and Client’s personnel and advisors. FCR will consider the applicable provisions of the relevant Canadian taxing statutes, regulations, and tax treaties, and judicial and administrative interpretations of them. FCR will also take into account all specific proposals to amend such statutes, regulations and treaties publicly announced prior to the date of FCR’s reports, based on the assumption that these amendments will be enacted substantially as proposed. These authorities are subject to change, retroactively and/or prospectively, and may result in incremental taxes, interest, and/or penalties. FCR’s findings will not otherwise take into account or anticipate any changes in law or practice, by way of judicial, governmental or legislative action or interpretation. Unless Client specifically requests otherwise, FCR is not responsible for updating its tax work or correspondence to Client to take any such changes into account. b. FCR will use professional judgment in providing advice, and will, unless Client instructs otherwise, take the position most favourable to Client whenever reasonable. All returns are subject to examination by tax authorities, and FCR’s advice may be audited and challenged by a tax authority. Client understands that FCR’s conclusions are not binding on tax authorities or the courts and should not be construed as a representation, warranty or guarantee that the tax authorities or courts will agree with FCR’s conclusion. c. Any advice and assistance we provide throughout the course of the engagement will be based on the provisions of the Income Tax Act (Canada) (the “ITA”), the Excise Tax Act (Canada) (the “ETA”), and the ITA Regulations and ETA Regulations in force at the date of our correspondence. Ways and Means Motions, draft legislation by the Department of Finance, published jurisprudence and the published administrative practices of the Canada Revenue Agency at the time of our correspondence will also be considered. The Acts and Regulations, their judicial interpretation, and the administrative policies of the Canada Revenue Agency are subject to change. Any such change subsequent to the completion of this engagement could impact upon the effectiveness of our advice and transactions undertaken by Client as a result of our advice. FCR is not responsible for updating its advice for any such change which may occur subsequent to the completion of the engagement. d. Client is also responsible for ensuring that FCR’s advice is implemented strictly in accordance with FCR’s recommendations. FCR is not responsible for any penalties or interest assessed against Client as a result of a failure by Client to provide FCR with accurate and complete information. e. Unless expressly provided for, FCR’s services do not include representing Client in the event of a challenge by the
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Canada Revenue Agency or other tax revenue authorities. f.FCR’s services are restricted to Canadian tax matters and implications and FCR will not advise on any U.S. or other non‐ Canadian matters or implications for U.S. or other non‐Canadian residents involved directly or indirectly in the subject matter of our advice, including without limitation, the beneficiary of any estate. It is up to the Client to determine if it needs advice for any U.S. or other non‐Canadian matters or residents, and, if so, then to obtain such advice. g. FCR will not and does not advise on the specific personal income tax implication to any beneficiary of an estate, including with respect to wills reviewed by FCR or resulting from or amended to address advice or assistance from FCR unless Client is the beneficiary and the beneficiary has specifically retained FCR to provide that advice.
4. CLIENT RESPONSIBILITIES a. Client agrees to cooperate with FCR in the performance of the services under the Proposal or Engagement Letter and shall provide or arrange to provide FCR with timely access to and use of the personnel, facilities, equipment, data and information necessary for FCR to perform the services under the Proposal or Engagement Letter. Client is solely responsible for verifying that FCR receives true and correct financial and other information sufficient to allow FCR to perform the services requested of FCR under the Proposal or Engagement Letter. To the extent that FCR personnel are on Client premises, Client will take all reasonable precautions for the safety of FCR partners and employees at Client premises. Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to FCR for purposes of the performance by FCR of its services hereunder. The Proposal or Engagement Letter may set forth additional responsibilities of Client in connection with the engagement. Client acknowledges that Client’s failure to perform these obligations could adversely impact FCR’s ability to perform its services. b. Client agrees that Client, and not FCR, shall perform the following functions: (i) make all management decisions and perform all management functions; (ii) designate an individual who possesses suitable skill, knowledge and experience, preferably within senior management, to oversee the performance of the services under the Proposal or Engagement Letter, and to evaluate the adequacy and results of such services; (iii) accept responsibility for the results of such services; and (iv) establish and maintain internal controls over the processes with which such services are concerned, including, without limitation, monitoring ongoing activities. c. Client acknowledges and agrees that FCR will, in performing the services, base its conclusions on the facts and assumptions that Client furnishes and that FCR may use data, material, and other information furnished by or at the request or direction of Client without any independent investigation or verification and that FCR shall be entitled to rely upon the accuracy and completeness of such data, material and other information. Inaccuracy or incompleteness of such data, material and other information furnished to FCR could have a material effect on FCR’s conclusions. d. Client acknowledges that information made available by it, or by the others on Client’s behalf, or otherwise known to partners or staff of FCR who are not engaged in the provisions of the services hereunder shall not be deemed to have been made available to the individuals within FCR who are engaged in the provision of the services hereunder. Client undertakes that, if anything occurs after information is provided by Client to FCR to render such information untrue, unfair or misleading, Client shall promptly notify FCR.
5. REPORTING a. During the performance of the services, FCR may supply oral, draft or interim advice, reports or presentations but in such circumstances FCR’s written advice or final written report shall take precedence. No reliance should be placed by Client on any oral, draft or interim advice, reports or presentations. Where Client wishes to rely on oral advice or oral presentation, Client shall inform FCR and FCR will provide documentary confirmation of the advice concerned and in such a case the advice or presentation will be subject to these Terms and Conditions. b. Prior the issuance of a final report by FCR, Client may be asked to, and will, confirm in writing certain representations made to FCR during the engagement, including that Client has reviewed FCR’s draft report, is satisfied with it, and has no knowledge of any facts not noted in the report that would be reasonably expected to materially affect its conclusions. c. Any advice, opinion or report prepared by FCR will be based upon such assumptions, limitations, qualifications and reservations as FCR deems necessary or prudent considering, but not limited to, (i) the time available to complete the
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services; (ii) the information, data, opinions, advice and representations made available to FCR, and (iii) FCR’s access to Client’s management, advisors and agents. d. Subsequent to the completion of the engagement, FCR will not update its advice, recommendations or work product for changes or modification to the law and regulations, or to the judicial and administrative interpretations thereof, or for subsequent events or transactions, unless Client separately engages FCR to do so in writing after such changes or modifications, interpretations, events or transactions occur.
6. WORKING PAPERS AND USE OF REPORTS a. FCR retains all rights in all methodologies, know‐how, knowledge, applications and software developed by FCR either prior to or during the engagement. FCR also retains all rights (including copyright) in all reports, written advice and other working papers and materials developed by FCR during the engagement. Unless contemplated by the Engagement Letter, all reports and written advice are intended solely for Client’s internal use and, where applicable, government taxation authorities, and may not be edited, distributed, published, made available or relied upon by any other person without FCR’s express written permission. If such permission is given, Client shall not publish any extract or excerpt of FCR’s written advice or report or refer to FCR without providing the entire advice or report at the same time. b. Subject to the restrictions of Section 7, FCR is entitled to use or develop the knowledge, experience and skills of general application gained through performing the engagement.
7. CONFIDENTIALITY a. Except as described in Section 6 above, Client will treat in confidence the Proposal or Engagement Letter and these Terms and Conditions and any FCR methodologies, know‐how, knowledge, application or software identified by FCR as confidential information of FCR, and will not use or disclose such confidential information of FCR to others. b. FCR will treat as confidential all proprietary information and personal information obtained from Client in the course of the engagement. c. The above restrictions shall not apply to any information that: (i) is required by law or professional standards applicable to FCR to be disclosed; (ii) that is in or hereafter enters the public domain; (iii) that is or hereafter becomes known to Client or FCR as the case may be, without breach of any confidentiality obligation; or (iv) that is independently developed by FCR. d. FCR will be entitled to include a description of the services rendered in the course of the engagement in marketing and research materials and disclose such information to third parties, provided that all such information will be rendered anonymous and not subject to association with Client. e. Professional standards require FCR personnel performing any audit or assurance services for clients to discuss or have available to them all information and materials that may affect the audit or assurance engagement. Client authorizes, if Client is or becomes an assurance Client, FCR personnel performing services under the engagement to make available to the FCR assurance engagement team and other FCR personnel, the findings, observations and recommendations from the engagement and agrees that FCR may use all such findings, observations and recommendations in FCR's assurance engagement.
8. CONSENTS AND NOTICES Any collection, use or disclosure of personal information is subject to FCR’s Privacy Policy available at www.FCRCA.com. FCR may be required to collect, use and disclose personal information about individuals during the course of this engagement. Client represents and warrants that: (i) it will obtain from individuals all consent required by law to permit FCR to collect, use and disclose all personal information reasonably required in the course of the engagement, and (ii) Client consents to FCR sending to Client its officers, directors, and employees, as applicable, electronic messages (including emails) relating to FCR products and services and other matters of interest to Client. Client, its officers, directors, or employees may withdraw such consent by contacting the FCR office located at 62 Frood Road, Suite 301, Sudbury, Ontario P3C 4Z3.
9. TAXES/BILLING/EXPENSES/FEES
TERMS AND CONDITIONS Page 3 REV. 1‐2019 TERMS AND CONDITIONS March 19, 2020 a. All fees and other charges do not include any applicable federal, provincial, or other goods and services or sales taxes, or any other taxes or duties whether presently in force or imposed in the future. Any such taxes or duties shall be assumed and paid by Client without deduction from the fees and charges hereunder. b. Bills, including, without limitation, a charge on account of all reasonable expenses, including travel, meals, accommodations, long distance, telecommunications, photocopying, delivery, postage, clerical assistance and database research will be rendered on a regular basis as the engagement progresses. An administrative and technology services charge will be charged to cover information technology infrastructure costs and administrative support of our client service personnel which are not included in our professional fees and routine administrative disbursements and expenses such as local travel, long distance telephone calls, photocopies, fax charges, printing, postage and delivery, database research and tools and clerical assistance. Other direct out‐of‐pocket expenses for non‐routine items such as out of town travel, accommodation and meals, if any will be charged at cost. Accounts are due when rendered. Interest on overdue accounts is calculated at the rate noted in the Engagement Letter commencing 30 days following the date of the invoice. c. Without limiting its rights or remedies, FCR shall have the right to halt or terminate entirely its services until payment is received on past due invoices.
10. LIMITATION ON WARRANTIES
This is a services engagement. FCR warrants that it will perform services hereunder in good faith with qualified personnel in a competent and workmanlike manner in accordance with applicable industry standards. FCR disclaims all other warranties, representations or conditions, either express or implied, including, without limitation, warranties, representations or conditions of merchantability or fitness for a particular purpose.
11. LIMITATION ON LIABILITY AND INDEMNITY a. Client agrees that FCR shall not be liable to Client for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the services performed under any Proposal or Engagement Letter or engagement for an aggregate amount in excess of the professional fees paid by Client to FCR under the engagement. On a multi‐phase engagement, this maximum aggregate liability shall be based on the amount actually paid in professional fees to FCR under the engagement for the particular phase that gives rise to the liability. b. In no event shall FCR be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs). In any action, claim, loss or damages arising out of the engagement, Client agrees that FCR’s liability will be several and not joint and several. Client may only claim payment from FCR of FCR’s proportionate share of the total liability based on degree of fault. c. Client agrees to indemnify, defend and hold harmless FCR from and against (i) all claims and causes of action by any third‐party related to or arising out of any services provided by us to you (the "Claims"); and (ii) any losses, liabilities, damages and expenses (including, but not limited to, reasonable lawyers' fees and expenses) incurred by FCR in connection with or arising out of any Claims ((i) and (ii) above collectively "Indemnified Costs"); provided that this indemnity shall not apply to the extent it is finally determined in proceedings before an arbitrator or a court of competent jurisdiction that the Indemnified Costs were a result of FCR’s own gross negligence, or intentional misconduct. d. For purposes of this section, the term FCR shall include its associated and affiliated entities and their respective partners, directors, officers and employees. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), restitution or otherwise.
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12. LEGAL PROCEEDINGS a. Client agrees to notify FCR promptly of any request received by Client from any court or applicable regulatory authority with respect to the services subject to these Terms and Conditions, FCR's advice or report or any related document. b. Client acknowledges that FCR may from time to time receive requests or orders from professionals or securities or other regulatory judicial or governmental authorities (both in Canada and abroad) to provide them with information and copies of documents in FCR’s files including working papers and other work‐product relating to Client. Except where prohibited by law, FCR will advise Client of the request or order. Client hereby acknowledges that FCR will provide the documents and information without further reference to, or authority from Client. When such an authority requests access to FCR’s working papers and other work‐product relating to Client affairs, FCR will on a reasonable efforts basis, refuse access to any document over which Client has expressly informed FCR at the time of delivery that the Client asserts privilege, except where disclosures of documents is required by law. Client must mark any document over which it asserts privilege as “privileged”. If and only if the authority requires such access to privileged documents pursuant to the laws of a jurisdiction in which express consent is required for such disclosures, then Client hereby provides its consent. Where privileged Client documents are disclosed, FCR is directed to advise the authority that Client is permitting disclosure only to the extent required by law and for limited purpose of the authority’s exercise of statutory authority. FCR is directed to advise the authority that Client does not intend to waive privilege for any other purpose and that Client expects its documents to be held by the authority as privileged and confidential material (held securely, limited distribution, etc.). For greater certainty, Client and FCR hereby agree that this acknowledgement (and, if required, consent) does not negate or constitute a waiver of privilege for any purpose and Client expressly relies upon the privilege protections afforded under statute and otherwise under law. c. If FCR is required by law, pursuant to government regulation, subpoena or other legal process or requested by Client to produce documents or personnel as witnesses arising out of the engagement, Client shall reimburse FCR at standard billing rates for professional time and expenses, including, without limitation, reasonable legal fees, incurred in responding to such requests. Such assistance shall be treated as a separate engagement and shall be subject to these Terms and Conditions.
13. LIMITATION PERIOD
No action or arbitration, regardless of form, arising under or relating to the engagement, may be brought by Client against FCR more than one year after the cause of action has accrued or in any event not more than five years after completion of the engagement. For purposes of this section, the term FCR shall include its associated and affiliated entities and its and their respective partners, directors, officers, employees and agents.
14. TERMINATION
Unless terminated sooner in accordance with its terms, the engagement shall terminate on the completion of FCR’s services under the engagement, which completion shall be evidenced by the delivery by FCR to Client of the final invoice in respect of the services performed under the engagement. Should Client not fulfill its obligations set out herein or in the Proposal or Engagement Letter and in the absence of rectification by Client within 10 days, FCR may, upon written notice, terminate its performance and will not be responsible for any loss, cost or expense resulting. The engagement may be terminated by either party at any time by giving written notice to the other party not less than 30 calendar days before the effective date of termination. Upon early termination of the engagement, Client shall be responsible for the payment to FCR for FCR’s time and expenses incurred up to the termination date, as well as reasonable time and expenses to bring the engagement to a close in a prompt and orderly manner.
15. E‐MAIL COMMUNICATION
Client recognizes and accepts the risks associated with communicating by Internet e‐mail and with using cloud‐based software, including (but without limitation) the lack of security, unreliability of delivery, unauthorized access to or corruption of data and possible loss of confidentiality and privilege. Unless Client requests in writing that FCR does not communicate by Internet e‐mail, Client assumes all responsibility or liability in respect of risk associated with its use.
TERMS AND CONDITIONS Page 5 REV. 1‐2019 TERMS AND CONDITIONS March 19, 2020
Client also assumes all risks associated with the use of any cloud‐based software used in connection with or in relation to its engagement of FCR.
16. POTENTIAL CONFLICTS OF INTEREST a. Except as otherwise set out herein, Client should be aware that it is not uncommon for FCR to be auditors and/or advisors of more than one of the parties involved in a transaction. In such situations, FCR takes appropriate measures to ensure that strict confidentiality is maintained in all respects. If these circumstances are identified, FCR will advise Client of that fact, subject to confidentiality requirements, and will consider with Client what further measures, if any, are appropriate. b. Client agrees that it will consent to and will not object to FCR representing or acting for another party in another unrelated matter even if that party is adverse in interest to Client’s interests. This agreement does not extend to any matter in which there is a real or apparent conflict of interest in which case FCR would not act unless in an appropriate circumstance it sought and obtained Client’s consent. In other words, Client has agreed that FCR may act in a fresh and independent matter unrelated to any work FCR has previously done for it and where previously obtained confidential information is irrelevant to that matter. c. FCR will notify Client if a situation develops which might, to FCR’s knowledge, impair its independence or cause a conflict of interest with respect to any services being provided to Client. Client will notify FCR promptly of any potential conflict of interest of which Client becomes aware prior to or during the engagement. In addition, it is possible that due to unexpected circumstances, we may be unable to complete the engagement with respect to a particular issue. FCR reserves the right, if in its professional judgment the circumstances require, to suspend or terminate services where a conflict situation unexpectedly arises which FCR believes renders it unable to complete the engagement in whole or part. FCR’s engagement will be deemed to be completed upon written notification of termination, even if FCR has not completed the engaged services. Client will be obligated to compensate FCR for the time expended to that point and to pay all accrued administrative charges and disbursements through the date of termination.
17. FORCE MAJEURE
Neither Client nor FCR shall be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labour dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
18. INDEPENDENT CONTRACTOR
It is understood and agreed that each of the parties is an independent contractor and that neither party is, nor shall be considered to be, an agent, distributor or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
19. SURVIVAL
The terms and provisions of any Proposal or Engagement Letter other than FCR’s promise to provide services and Sections 1 to 16, 19, 20, and 24 to 27 hereof shall survive the expiration or termination of the engagement.
20. SUCCESSORS AND ASSIGNS
The Terms and Conditions and the attached Proposal or Engagement Letter shall be binding upon the parties to it and their respective associated and affiliated entities and their respective partners, directors, officers and employees and successors and permitted assigns. Except as provided below, neither party may assign, transfer or delegate any of the rights or obligations with respect to this engagement without the prior written consent of the other party. FCR may assign its right to payment hereunder to any person and its other rights and obligations hereunder to any affiliate or successor in interest to all or substantially all of the assets or business of the relevant FCR practice, without the
TERMS AND CONDITIONS Page 6 REV. 1‐2019 TERMS AND CONDITIONS March 19, 2020
consent of Client. In addition, FCR may engage independent contractors and associated firms to assist FCR in performing the services hereunder.
21. SEVERABILITY
The provisions of the Terms and Conditions and the attached Proposal or Engagement Letter shall only apply to the extent that they are not prohibited by a mandatory provision of applicable law. If any of these provisions shall be held to be invalid, void or unenforceable, then the remainder of the Terms and Conditions and the attached Proposal or Engagement Letter, as the case may be, shall not be affected, impaired or invalidated, and each such provision shall be valid and enforceable to the fullest extent permitted by law.
22. ENTIRE AGREEMENT
The Terms and Conditions, and the attached Proposal or Engagement Letter, including, without limitation, Exhibits, constitute the entire agreement between FCR and Client with respect to the engagement and supersede all other oral and written representation, understandings or agreements relating to the engagement.
23. GOVERNING LAW
The Terms and Conditions and the related Proposal or Engagement Letter shall be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
24. PUBLICITY
Upon the closing of a transaction, FCR will have the right (but shall not be obliged), at its expense, to publicize its association with the transaction by way of public announcement in “tombstone” or similar format, subject to prior review of the wording for any such announcement with Client.
25. SPECIFIC ACCOUNTING ADVICE a. Except as set forth in the Engagement Letter, the engagement does not contemplate the provision of specific accounting advice or opinions or the issuance of a written report on the application of accounting standards to specific transactions and facts and circumstances of Client. Such services, if requested, would be provided pursuant to a separate engagement. b. Client should consult with and/or engage legal counsel for the purpose of advising on legal aspects of matters on which FCR provides its advice and drafting any legal documents and/or agreements that may be required. To the extent legal counsel or other professional service providers are required, Client is exclusively responsible for engaging and paying such services providers.
26. LLP
Freelandt Caldwell Reilly LLP is a registered limited liability partnership (“LLP”) established under the laws of the Province of Ontario and, where applicable, has been registered extra‐provincially under provincial LLP legislation. FCR is a partnership, but its partners have a degree of limited liability. A partner is not personally liable for any debts, obligations or liabilities of the LLP that arise from a negligent act or omission by another partner or any person under that other partner’s direct supervision or control. The legislation relating to limited liability partnerships does not, however, reduce or limit the liability of the firm. The firm’s insurance exceeds the mandatory professional indemnity insurance requirements established by the relevant professional bodies. Subject to the other provisions hereof, all partners of the LLP remain personally liable for their own actions and/or actions of those they directly supervise or control.
27. ALTERNATIVE DISPUTE RESOLUTION
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All disputes arising out of or in connection with the Proposal or Engagement Letter or the Terms and Conditions, or in respect of any legal relationship between the parties associated with or derived from the Proposal or Engagement Letter or the Terms and Conditions, will be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The Seat of Arbitration will be Sudbury, Ontario. The language of the arbitration will be English. Such arbitration shall be final, conclusive and binding upon the parties, and the parties shall have no right of appeal of the award.
TERMS AND CONDITIONS Page 8 REV. 1‐2019 Billings Museum Board DFC1 Year End: December 31, 2019 Adjusting Journal Entries Date: 01/01/19 To 12/31/19
Number Date Name Account No Debit Credit
1 12/31/19 General Fund 3000 7,210.30 1 12/31/19 Retained Earnings 3560 7,210.30
To reconcile retained earnings
2 12/31/19 Accounts payable and accrued liabilities 2001 150.00 2 12/31/19 Telephone/utilities 5000 150.00
To accrue November and December telephone expenses
3 12/31/19 Credit Union #1 1000 5,384.83 3 12/31/19 Credit Union Saving 1002 12,199.92 3 12/31/19 Credit Union Shares 1150 50.00 3 12/31/19 BMO Account 1160 17,713.10 3 12/31/19 Telephone/utilities 5000 78.35
To clear out bank accounts that were closed on December 18/19
25,073.40 25,073.40
Net Income (Loss) (2,800.53)
05/16/20 11:36 AM Page 1 Billings Museum Board DFC2 Year End: December 31, 2019 Trial Balance Adjusted G/L Balances
Account Prelim Adj's Adj
1000 Credit Union #1 5,384.83 (5,384.83 ) 0.00 1002 Credit Union Saving 12,199.92 (12,199.92 ) 0.00 1150 Credit Union Shares 50.00 (50.00) 0.00 1160 BMO Account 0.00 17,713.10 17,713.10 A Cash 17,634.75 78.35 17,713.10
2001 Accounts payable and accrued liabilities (1,500.00 ) (150.00 ) (1,650.00 ) BB Accounts payable and accrued liabiliti (1,500.00 ) (150.00 ) (1,650.00 )
3560 Retained Earnings (11,653.33 ) (7,210.30 ) (18,863.63 ) ZZ Retained earnings (11,653.33 ) (7,210.30 ) (18,863.63 )
3000 General Fund (7,210.30 ) 7,210.30 0.00 4000 Donations (14,581.63 ) 0.00 (14,581.63 ) 4001 Municipal contribution (6,500.00 ) 0.00 (6,500.00 ) 4002 Fundraising (979.00 ) 0.00 (979.00 ) 4400 Township support 0.00 0.00 0.00 10 Revenue (29,270.93 ) 7,210.30 (22,060.63 )
5002 Advertising and Promotion 648.89 0.00 648.89 210 Advertising and promotion 648.89 0.00 648.89
5006 Bank charges 54.00 0.00 54.00 270 Bank charges and interest 54.00 0.00 54.00
5009 Fund Raising Expense 844.84 0.00 844.84 5010 Building security 368.98 0.00 368.98 5011 Web Services 1,700.46 0.00 1,700.46 5012 Office supplies 1,130.76 0.00 1,130.76 5013 Gift Shop Supplies 2,312.07 0.00 2,312.07 5014 Postage 0.00 0.00 0.00 5015 Storage and display 0.00 0.00 0.00 490 Office and general 6,357.11 0.00 6,357.11
5000 Telephone/utilities 674.76 71.65 746.41 5004 Utilities 700.35 0.00 700.35 640 Telephone 1,375.11 71.65 1,446.76
5005 Travel 1,400.00 0.00 1,400.00 660 Travel 1,400.00 0.00 1,400.00
05/16/20 11:36 AM Page 1 Billings Museum Board DFC2-1 Year End: December 31, 2019 Trial Balance Adjusted G/L Balances
Account Prelim Adj's Adj
5001 Wages and Benefits 14,954.40 0.00 14,954.40 700 Wages and employee benefits 14,954.40 0.00 14,954.40
0.00 0.00 0.00
Net Income (Loss) 4,481.42 (2,800.53 )
05/16/20 11:36 AM Page 2
UPDATE
JUNE 24, 2020
Municipal Landfill Approval Rights Remain on Government's Agenda
Progress is being made, despite focus on Pandemic
We know that everyone has been focused on meeting the challenges of managing the COVID-19 pandemic in our communities. There has never been a time when the skills and resources of local governments have been more needed, or more tested. Yet through all this, each of us has had to manage not only the pandemic, but also the day-to-day needs of our municipal governments. In this light, we want to share this important update on the progress of our work with the Government of Ontario to provide municipalities with the right to approve private sector landfill proposals that impact our communities. Since our last update in November, the Coalition has grown to over 148 Ontario municipalities representing well over six million Ontario residents. These municipalities include upper, lower, and single tier municipalities from every corner of our province. Thank you for your continued support and advocacy on this important issue. In recent weeks, the Demand the Right Coalition of Municipalities has had ongoing discussions with Provincial officials and Ministers’ Offices. We continue to press the issue, and we are getting closer to achieving our objectives. But we need your help to get us over the finish line. To ensure that communities impacted by a landfill project have approval authority our specific request of government is that: The Province create legislative changes that formally recognize and entrench the right of impacted municipalities (specifically, any municipality within a 5 km radius of a proposed project) to have the “final say” on whether a private sector landfill project can proceed (this would not affect municipally-owned projects). This may be part of an evolved and reformed Environmental Assessment process. To keep our momentum going, we ask that you contact your local MPP in the days ahead to raise the above points below with them: 1. Ontario municipalities do not have a real say in making decisions when it comes to private sector landfill projects. 2. Private waste companies are pressing back. They are telling the government that there is only 10 years of landfill capacity left in the Province, and they are looking to shorten the time it takes for approval. 3. The private waste industry also claims there is also a need for up to 10 “mega dumps” approved quickly to meet the province’s needs. 4. The Premier of Ontario, both as a candidate and elected leader of our provincial government, has stated several times that municipalities should be given the right to approve (or say no) to these projects.
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Demand the Right Coalition of Ontario Municipalities Update, June 24, 2020
5. Granting municipal approval rights has precedent. In Ontario, municipalities already have exclusive authority (the “final say”) for approving sensitive forms of development such as casino gaming, cannabis retail, and nuclear waste storage. 6. Granting municipal governments approval rights works. In all the areas where Ontario municipalities have “exclusive authority”, there are many impacted communities that have said “yes” to hosting a variety of sensitive developments, including nuclear waste storage.
We are making progress, thanks to your continued support and advocacy. Please stay tuned for developments and announcements soon. If you have any questions, please do not hesitate to contact our campaign team:
Ted Comiskey, Chair [email protected]
Ted Griffith, Campaign Manager [email protected] 416.518.8308 Chris Holz, Campaign Manager [email protected] 416.459.8439 Twitter: @ApprovalRights Website: www.demandtheright.ca
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