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HomeMy WebLinkAbout99-53 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW NUMBER 99-53 being a By-law to authorize the execution of a Memorandum of Understanding between the Corporation of the Municipality of Clarington and the Directors of Valleys 2000 (Bowmanville) to be incorporated. WHEREAS at its meeting of April 19, 1999, the Council of the Corporation of the Municipality of Clarington adopted the recommendation contained in Report PD-19-99; NOW THEREFORE BE IT RESOLVED THAT the Council of the Corporation of the Municipality of Clarington enacts as follows: 1. THAT the Mayor and Clerk be authorized to execute on behalf of the Corporation of the Municipality of Clarington a memorandum of Understanding between the Corporation of the Municipality of Clarington and the Directors of Valleys 2000 (Bowmanville) to be incorporated. 2. That the Agreement attached hereto as Schedule "A" shal I form part of this By-law. BY-LAW read a first time this 26th day of April 1999. BY-LAW read a second time this 26th day of April 1999. BY-LAW read a third time and finally passed this 26th day of April 1999. MAYOR "I CLERK • MEMORANDUM OF UNDERSTANDING Made this , day of , 1999 BETWEEN THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Hereinafter called "the Municipality" OF THE FIRST PART And FRANK WALLACE LOCKHART ROBERT LESLIE SIMPSON IAIN JOHN CRAVEN MACIVER ARTHUR ALAN HARVEY STRIKE DAVID LAWRENCE DOUGLAS LAWSON WILLIAM JOHN HUETHER Trustees for VALLEYS 2000 (BOWMANVILLE) INC. - to be Incorporated • Hereinafter called " Valleys 2000" OF THE SECOND PART WHEREAS a number of community groups and interested citizens have joined together to form Valleys 2000; AND WHEREAS Valleys 2000 will develop, enhance, promote and preserve trails, river bank improvements, fish and wildlife habitat and special natural areas along parts of the Bowmanville and Soper Creeks leading to Lake Ontario as a Millenium Project for the recreation, benefit and enjoyment of the community ("the Project") ; AND WHEREAS Valleys 2000 will protect or enhance the environmentally sensitive features of the Bowmanville Creek Valley in any works it undertakes; AND WHEREAS Valleys 2000 will initiate a fund raising campaign for funds necessary for this project; AND WHEREAS the Council of the Municipality has heartily endorsed the Project; NOW THEREFORE in consideration of the premises the Municipality and Valleys 2000 have agreed to enter into this Memorandum of Understanding. • Memorandum of Understanding • 1. Conceptual Plan 1.1 An open space conceptual plan ("Conceptual Plan") will be prepared to identify the long term plan and the implementation steps over 5 years for the Project. The Conceptual Plan shall identify implementation works to be undertaken by volunteers ('Volunteer Works") and the implementation works to be undertaken by contractors ("Contractor Works"). 1.2 Council of the Municipality and Valleys 2000 will approve the final Conceptual Plan prior to the commencement of any works associated with the Project. 2. Responsibilities of Valleys 2000 2.1 Valleys 2000 will be incorporated as a charitible corporation and will apply for and seek to receive charitable status under the Income Tax Act 2.2 Valleys 2000 shall be responsible for the following; i) entering into a contractual agreement with a qualifed professional consultant to prepare a Conceptual Plan for the Project.; ii) undertaking preliminary discussions for the transfer of lands and/or exclusive • or non-exclusive easements in favour of the Municipality for public access, landscaping, construction for lands related to the Project. Valleys 2000 will use its best efforts to ensure that the lands or easement areas are transferred to the Municipality in a condition satisfactory to the Municipality's Director of Public Works and free and clear of all encumbrances; iii) undertaking a fund-raising program for the Project and collecting all funds including following up of any pledges, and issuing pre-numbered receipts for all monies received; iv) payment of all expenses related to the Project unless otherwise specified; v) maintaining financial records in accordance with good accounting principles satisfactory to the Municipality's auditor in accordance with Section 7; vi) applying for and administering all municipal, provincial and federal grants and/or other funding sources; vii) maintaining in effect general liability and environmental impairment insurance in accordance with Section 8; viii) organizing, co-ordinating and supervising volunteer labour for the Volunteer Works part of the Project in accordance with Section 5; • Memorandum of Understanding ix) ensuring all applicable safety standards and legislation are adhered to; and x) organizing and co-ordinating all publicity and public relations related to the Project. 3. Responsibilities of the Municipality 3.1 The Municipality shall be responsible for the following: i) providing advice with the selection of a consultant for the preparation of the Conceptual Plan; ii) providing advice and reasonable assistance to Valleys 2000 and the consultant with the preparation of the Conceptual Plan; iii) subject to written confirmation of available funding from Valleys 2000 to the satisfaction of the Treasurer and approval of the purchase of land by Council, arrange with landowners for the transfer of land and/or easements to the Municipality as necessary for the Project; iv) undertaking all legal costs associated with the transfers of land including land appraisals, surveys, the preparation and registration of land transfers and environmental audits; v) without derogating from Section 2.2 vi) applying for relevant funding from provincial and federal government prgrams which is available to the Municipality; vi) co-ordinating, designing, tendering and supervising any contractor works indentified in the Conceptual Plan on behalf of Valleys 2000, subsequent to receipt of all funds from Valleys 2000 for a specified project; and vii) maintaining any approved Project works that have been completed during the inspection and guarantee period provided for in the construction contracts until the lands or easement areas on which the works are constructed are transferred to the municipality and accepted by the Muncipality `s Director of Public Works. i Memorandum of Understanding 4. Project Management 4.1 A Project Work Team shall be established which will include three members from the Municipality's staff and three members of Valleys 2000 to co-ordinate the Project. The Project Work Team shall be responsible for the following: • managing the work program of the consultant preparing the Conceptual Plan; • negotiating the purchase and/or easements for the lands required; and • co-ordinating an implementation schedule of all works. 4.2 The Project Work Team shall report to Valleys 2000 and to the Municipality's Council. 5. Volunteer Works 5.1 Any volunteer working for or on behalf of Valleys 2000 or anyone hired by Valleys 2000 will not be a full or part time employee of the Municipality and will not have any rights or priviledges of a full time or part time employee of the Municipality. 5.2 All applicable legislation and regulations shall be adhered to, including the appropriate safety equipment and training. • 5.3 First aid and communications equipment and written safety procedures manual shall be established and maintained during Volunteer Work activities to the satifaction of the Municipality's Property Manager. 5.4 All buildings, structures, equipment, trails and other infrastructure are to be constructed consistent with municipal standards, and in compliance with CSA standards, or any other safety standards that are applicable. 6. Contractor Works 6.1 Upon receipt from Valleys 2000 of 100% of funds required or an unconditional and irrevocable Letter of Credit in a form acceptable to the Municipality's Treasurer, the Municipality will prepare specifications, design and tender for the construction of buildings, structures or other works identified as Contractor Works in the Conceptual Plan. The Municipality will enter into contractual arrangements with the successful bidder, after authorization to do so is given by the Municipality's Council 6.2 The design and specifications for any work will be approved by Valleys 2000 prior to tendering , unless otherwise agreed to in advance by Valleys 2000. 6.3 Contractor Works will be undertaken in accordance with the Municipality's standard practices and to the satisfaction of the Director of Public Works. Memorandum of Understanding 7. Financial Records 7.1 Valleys 2000 shall establish and maintain, in accordance with good accounting principles satisfactory to the Municipality's auditor, proper bank accounts and records for all funds received and disbursed by Valleys 2000, and all bookkeeping and accounting systems and supporting vouchers and documentations. 7.2 Valleys 2000 shall serially record all receipts and revenues and all disbursements for each financial year and will use serial, prenumbered receipts for all donations collected. 7.3 No later than March 31St, each year, Valleys 2000 shall file with the Municipality's Treasurer, a report from a qualified accountant for all expenditures, receipts and their financial status. Council may request an auditor's report at any point in time to be paid for by the Municipality and is such a case, Valleys 2000 will provide the auditor with immediate access to all records and persons he/she are required to fulfil the Report. 8. Indemnity and Insurance 8.1 If required, prior to any work commencing, Valleys 2000 will undertake to obtain liability and environmental impairment insurance satisfactory to the Treasurer, in the • amount of Five Million Dollars ($5,000,000.00) naming the Muncipality as additional insured. A copy of the insurance certificate shall be filed with the Municipality. 8.2 Valleys 2000 is responsible for any claims related to the trail or any other enhancements which are built or constructed by volunteers until such time as it has been assumed by the Municipality. A Release, Waiver and Indemnity must be completed and returned to the Municipality prior to any use of undertaking of any works in the Bowmanville Valley. 9. Termination 9.1 This Memorandum of Understanding expires on December 31, 2004. Valleys 2000 will complete its mandate by December 31, 2004 and transfer any remaining assets and funds to the Municipality for designated use in the Project or to charities as per Valleys 2000 Letters of Incorporation. • Memorandum of Understanding 9.2 This Memorandum of Understanding may be amended or extended by a further Memorandum of Understanding. 9.3 Valleys 2000 will not assume any debt or long-term liabilities and will not commit the Municipality to pay any debt without the express written consent of the Municipal Council. 9.4 Prior to October 31, 2004, the Municipality and Valleys 2000 shall prepare and agree upon a Schedule of Works determining how the balance of assets and unexpended funds of Valleys 2000 are to be used. 9.5 If there should be any dispute(s) regarding the terms and conditions of this Memorandum of Understanding, such dispute(s) shall be referred to a single arbitrator agreeable to the parties under the Ontario Arbitrations Act. 9.6 Any actions undertaken which are contrary to the intent conveyed in the Memorandum of Understanding will automatically terminate the Agreement. IN WITNESS WHEREOF the Parties hereto have executed this Memorandum of Understanding. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON • Mayor Clerk DI CTORS OR VALLEYS 2000- (BOWMANVILLE) INC. TO BE INCORPORATED /-,t4/j Z Walla ockhart Robert Leslie impson —` I ain Jo iver c Aftur Alan Harvey Strike avid Lawrence Qpuglas Lawson 4m Joli-n Huether t y n MEMORANDUM OF UNDERSTANDING Made this day of 11999 BETWEEN THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Hereinafter called "the Municipality" OF THE FIRST PART And FRANK WALLACE LOCKHART ROBERT LESLIE SIMPSON IAIN JOHN CRAVEN MACIVER ARTHUR ALAN HARVEY STRIKE DAVID LAWRENCE DOUGLAS LAWSON WILLIAM JOHN HUETHER Trustees for VALLEYS 2000 (BOWMANVILLE) INC. to be Incorporated Hereinafter called " Valleys 2000" OF THE SECOND PART WHEREAS a number of community groups and interested citizens have joined together to form Valleys 2000; AND WHEREAS Valleys 2000 will develop, enhance, promote and preserve trails, river bank improvements, fish and wildlife habitat and special natural areas along parts of the Bowmanville and Soper Creeks leading to Lake Ontario as a Millenium Project for the recreation, benefit and enjoyment of the community ("the Project") ; AND WHEREAS Valleys 2000 will protect or enhance the environmentally sensitive features of the Bowmanville Creek Valley in any works it undertakes; AND WHEREAS Valleys 2000 will initiate a fund raising campaign for funds necessary for this project; AND WHEREAS the Council of the Municipality has heartily endorsed the Project; Memorandum of Understanding NOW THEREFORE in consideration of the premises the Municipality and Valleys 2000 have agreed to enter into this Memorandum of Understanding. 1. Conceptual Plan 1.1 An open space conceptual plan ("Conceptual Plan") will be prepared to identify the long term plan and the implementation steps over 5 years for the Project. The Conceptual Plan shall identify implementation works to be undertaken by volunteers ("Volunteer Works") and the implementation works to be undertaken by contractors ("Contractor Works"). 1.2 Council of the Municipality and Valleys 2000 will approve the final Conceptual Plan prior to the commencement of any works associated with the Project. 2. Responsibilities of Valleys 2000 2.1 Valleys 2000 will be incorporated as a charitible corporation and will apply for and seek to receive charitable status under the Income Tax Act 2.2 Valleys 2000 shall be responsible for the following; i) entering into a contractual agreement with a qualifed professional consultant to prepare a Conceptual Plan for the Project.; ii) undertaking preliminary discussions for the transfer of lands and/or exclusive or non-exclusive easements in favour of the Municipality for public access, landscaping, construction for lands related to the Project. Valleys 2000 will use its best efforts to ensure that the lands or easement areas are transferred to the Municipality in a condition satisfactory to the Municipality's Director of Public Works and free and clear of all encumbrances; iii) undertaking a fund-raising program for the Project and collecting all funds including following up of any pledges, and issuing pre-numbered receipts for all monies received; iv) payment of all expenses related to the Project unless otherwise specified; v) maintaining financial records in accordance with good accounting principles satisfactory to the Municipality's auditor in accordance with Section 7; vi) applying for and administering all municipal, provincial and federal grants and/or other funding sources; vii) maintaining in effect general liability and environmental impairment insurance in accordance with Section 8; Memorandum of Understanding viii) organizing, co-ordinating and supervising volunteer labour for the Volunteer Works part of the Project in accordance with Section 5; ix) ensuring all applicable safety standards and legislation are adhered to; and x) organizing and co-ordinating all publicity and public relations related to the Project. 3. Responsibilities of the Municipality 3.1 The Municipality shall be responsible for the following: i) providing advice with the selection of a consultant for the preparation of the Conceptual Plan; ii) providing advice and reasonable assistance to Valleys 2000 and the consultant with the preparation of the Conceptual Plan; iii) subject to written confirmation of available funding from Valleys 2000 to the satisfaction of the Treasurer and approval of the purchase of land by Council, arrange with landowners for the transfer of land and/or easements to the Municipality as necessary for the Project; iv) undertaking all legal costs associated with the transfers of land including land appraisals, surveys, the preparation and registration of land transfers and environmental audits; v) without derogating from Section 2.2 vi) applying for relevant funding from provincial and federal government prgrams which is available to the Municipality; vi) co-ordinating, designing, tendering and supervising any contractor works indentified in the Conceptual Plan on behalf of Valleys 2000, subsequent to receipt of all funds from Valleys 2000 for a specified project; and vii) maintaining any approved Project works that have been completed during the inspection and guarantee period provided for in the construction contracts until the lands or easement areas on which the works are constructed are transferred to the municipality and accepted by the Muncipality `s Director of Public Works. Memorandum of Understanding 4. Project Management 4.1 A Project Work Team shall be established which will include three members from the Municipality's staff and three members of Valleys 2000 to co-ordinate the Project. The Project Work Team shall be responsible for the following: • managing the work program of the consultant preparing the Conceptual Plan; • negotiating the purchase and/or easements for the lands required; and • co-ordinating an implementation schedule of all works. 4.2 The Project Work Team shall report to Valleys 2000 and to the Municipality's Council. 5. Volunteer Works 5.1 Any volunteer working for or on behalf of Valleys 2000 or anyone hired by Valleys 2000 will not be a full or part time employee of the Municipality and will not have any rights or priviledges of a full time or part time employee of the Municipality. 5.2 All applicable legislation and regulations shall be adhered to, including the appropriate safety equipment and training. 5.3 First aid and communications equipment and written safety procedures manual shall be established and maintained during Volunteer Work activities to the satifaction of the Municipality's Property Manager. 5.4 All buildings, structures, equipment, trails and other infrastructure are to be constructed consistent with municipal standards, and in compliance with CSA standards, or any other safety standards that are applicable. 6. Contractor Works 6.1 Upon receipt from Valleys 2000 of 100% of funds required or an unconditional and irrevocable Letter of Credit in a form acceptable to the Municipality's Treasurer, the Municipality will prepare specifications, design and tender for the construction of buildings, structures or other works identified as Contractor Works in the Conceptual Plan. The Municipality will enter into contractual arrangements with the successful bidder, after authorization to do so is given by the Municipality's Council 6.2 The design and specifications for any work will be approved by Valleys 2000 prior to tendering , unless otherwise agreed to in advance by Valleys 2000. 6.3 Contractor Works will be undertaken in accordance with the Municipality's standard practices and to the satisfaction of the Director of Public Works. Memorandum of Understanding 7. Financial Records 7.1 Valleys 2000 shall establish and maintain, in accordance with good accounting principles satisfactory to the Municipality's auditor, proper bank accounts and records for all funds received and disbursed by Valleys 2000, and all bookkeeping and accounting systems and supporting vouchers and documentations. 7.2 Valleys 2000 shall serially record all receipts and revenues and all disbursements for each financial year and will use serial, prenumbered receipts for all donations collected. 7.3 No later than March 31St, each year, Valleys 2000 shall file with the Municipality's Treasurer, a report from a qualified accountant for all expenditures, receipts and their financial status. Council may request an auditor's report at any point in time to be paid for by the Municipality and is such a case, Valleys 2000 will provide the auditor with immediate access to all records and persons he/she are required to fulfil the Report. 8. Indemnity and Insurance 8.1 If required, prior to any work commencing, Valleys 2000 will undertake to obtain liability and environmental impairment insurance satisfactory to the Treasurer, in the amount of Five Million Dollars ($5,000,000.00) naming the Muncipality as additional insured. A copy of the insurance certificate shall be filed with the Municipality. 8.2 Valleys 2000 is responsible for any claims related to the trail or any other enhancements which are built or constructed by volunteers until such time as it has been assumed by the Municipality. A Release, Waiver and Indemnity must be completed and returned to the Municipality prior to any use of undertaking of any works in the Bowmanville Valley. 9. Termination 9.1 This Memorandum of Understanding expires on December 31, 2004. Valleys 2000 will complete its mandate by December 31, 2004 and transfer any remaining assets and funds to the Municipality for designated use in the Project or to charities as per Valleys 2000 Letters of Incorporation. Memorandum of Understanding 9.2 This Memorandum of Understanding may be amended or extended by a further Memorandum of Understanding. 9.3 Valleys 2000 will not assume any debt or long-term liabilities and will not commit the Municipality to pay any debt without the express written consent of the Municipal Council. 9.4 Prior to October 31, 2004, the Municipality and Valleys 2000 shall prepare and agree upon a Schedule of Works determining how the balance of assets and unexpended funds of Valleys 2000 are to be used. 9.5 If there should be any dispute(s) regarding the terms and conditions of this Memorandum of Understanding, such dispute(s) shall be referred to a single arbitrator agreeable to the parties under the Ontario Arbitrations Act. 9.6 Any actions undertaken which are contrary to the intent conveyed in the Memorandum of Understanding will automatically terminate the Agreement. IN WITNESS WHEREOF the Parties hereto have executed this Memorandum of Understanding. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Mayor Clerk DIRECTORS FOR VALLEYS 2000- (BOWMANVILLE) INC. TO BE INCORPORATED Frank Wallace Lockhart Robert Leslie Simpson lain John Craven Maciver Arthur Alan Harvey Strike David Lawrence Douglas Lawson William John Huether MEMORANDUM OF UNDERSTANDING Made this day of , 1999 BETWEEN THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Hereinafter called "the Municipality" OF THE FIRST PART And FRANK WALLACE LOCKHART ROBERT LESLIE SIMPSON IAIN JOHN CRAVEN MACIVER ARTHUR ALAN HARVEY STRIKE DAVID LAWRENCE DOUGLAS LAWSON WILLIAM JOHN HUETHER Trustees for VALLEYS 2000 (BOWMANVILLE) INC. - to be Incorporated Hereinafter called " Valleys 2000" OF THE SECOND PART WHEREAS a number of community groups and interested citizens have joined together to form Valleys 2000; AND WHEREAS Valleys 2000 will develop, enhance, promote and preserve trails, river bank improvements, fish and wildlife habitat and special natural areas along parts of the Bowmanville and Soper Creeks leading to Lake Ontario as a Millenium Project for the recreation, benefit and enjoyment of the community ("the Project") ; AND WHEREAS Valleys 2000 will protect or enhance the environmentally sensitive features of the Bowmanville Creek Valley in any works it undertakes; AND WHEREAS Valleys 2000 will initiate a fund raising campaign for funds necessary for this project; AND WHEREAS the Council of the Municipality has heartily endorsed the Project; Memorandum of Understanding NOW THEREFORE in consideration of the premises the Municipality and Valleys 2000 have agreed to enter into this Memorandum of Understanding. 1. Conceptual Plan 1.1 An open space conceptual plan ("Conceptual Plan") will be prepared to identify the long term plan and the implementation steps over 5 years for the Project. The Conceptual Plan shall identify implementation works to be undertaken by volunteers ("Volunteer Works") and the implementation works to be undertaken by contractors ("Contractor Works"). 1.2 Council of the Municipality and Valleys 2000 will approve the final Conceptual Plan prior to the commencement of any works associated with the Project. 2. Responsibilities of Valleys 2000 2.1 Valleys 2000 will be incorporated as a charitible corporation and will apply for and seek to receive charitable status under the Income Tax Act 2.2 Valleys 2000 shall be responsible for the following; i) entering into a contractual agreement with a qualifed professional consultant to prepare a Conceptual Plan for the Project.; ii) undertaking preliminary discussions for the transfer of lands and/or exclusive or non-exclusive easements in favour of the Municipality for public access, landscaping, construction for lands related to the Project. Valleys 2000 will use its best efforts to ensure that the lands or easement areas are transferred to the Municipality in a condition satisfactory to the Municipality's Director of Public Works and free and clear of all encumbrances; iii) undertaking a fund-raising program for the Project and collecting all funds including following up of any pledges, and issuing pre-numbered receipts for all monies received; iv) payment of all expenses related to the Project unless otherwise specified; v) maintaining financial records in accordance with good accounting principles satisfactory to the Municipality's auditor in accordance with Section 7; vi) applying for and administering all municipal, provincial and federal grants and/or other funding sources; vii) maintaining in effect general liability and environmental impairment insurance in accordance with Section 8; Memorandum of Understanding viii) organizing, co-ordinating and supervising volunteer labour for the Volunteer Works part of the Project in accordance with Section 5; ix) ensuring all applicable safety standards and legislation are adhered to; and x) organizing and co-ordinating all publicity and public relations related to the Project. 3. Responsibilities of the Municipality 3.1 The Municipality shall be responsible for the following: i) providing advice with the selection of a consultant for the preparation of the Conceptual Plan; ii) providing advice and reasonable assistance to Valleys 2000 and the consultant with the preparation of the Conceptual Plan; iii) subject to written confirmation of available funding from Valleys 2000 to the satisfaction of the Treasurer and approval of the purchase of land by Council, arrange with landowners for the transfer of land and/or easements to the Municipality as necessary for the Project; iv) undertaking all legal costs associated with the transfers of land including land appraisals, surveys, the preparation and registration of land transfers and environmental audits; v) without derogating from Section 2.2 vi) applying for relevant funding from provincial and federal government prgrams which is available to the Municipality; vi) co-ordinating, designing, tendering and supervising any contractor works indentified in the Conceptual Plan on behalf of Valleys 2000, subsequent to receipt of all funds from Valleys 2000 for a specified project; and vii) maintaining any approved Project works that have been completed during the inspection and guarantee period provided for in the construction contracts until the lands or easement areas on which the works are constructed are transferred to the municipality and accepted by the Muncipality 's Director of Public Works. Memorandum of Understanding 4. Project Management 4.1 A Project Work Team shall be established which will include three members from the Municipality's staff and three members of Valleys 2000 to co-ordinate the Project. The Project Work Team shall be responsible for the following: • managing the work program of the consultant preparing the Conceptual Plan; • negotiating the purchase and/or easements for the lands required; and • co-ordinating an implementation schedule of all works. 4.2 The Project Work Team shall report to Valleys 2000 and to the Municipality's Council. 5. Volunteer Works 5.1 Any volunteer working for or on behalf of Valleys 2000 or anyone hired by Valleys 2000 will not be a full or part time employee of the Municipality and will not have any rights or priviledges of a full time or part time employee of the Municipality. 5.2 All applicable legislation and regulations shall be adhered to, including the appropriate safety equipment and training. 5.3 First aid and communications equipment and written safety procedures manual shall be established and maintained during Volunteer Work activities to the satifaction of the Municipality's Property Manager. 5.4 All buildings, structures, equipment, trails and other infrastructure are to be constructed consistent with municipal standards, and in compliance with CSA standards, or any other safety standards that are applicable. 6. Contractor Works 6.1 Upon receipt from Valleys 2000 of 100% of funds required or an unconditional and irrevocable Letter of Credit in a form acceptable to the Municipality's Treasurer, the Municipality will prepare specifications, design and tender for the construction of buildings, structures or other works identified as Contractor Works in the Conceptual Plan. The Municipality will enter into contractual arrangements with the successful bidder, after authorization to do so is given by the Municipality's Council 6.2 The design and specifications for any work will be approved by Valleys 2000 prior to tendering , unless otherwise agreed to in advance by Valleys 2000. 6.3 Contractor Works will be undertaken in accordance with the Municipality's standard practices and to the satisfaction of the Director of Public Works. Memorandum of Understanding 7. Financial Records 7.1 Valleys 2000 shall establish and maintain, in accordance with good accounting principles satisfactory to the Municipality's auditor, proper bank accounts and records for all funds received and disbursed by Valleys 2000, and all bookkeeping and accounting systems and supporting vouchers and documentations. 7.2 Valleys 2000 shall serially record all receipts and revenues and all disbursements for each financial year and will use serial, prenumbered receipts for all donations collected. 7.3 No later than March 31St, each year, Valleys 2000 shall file with the Municipality's Treasurer, a report from a qualified accountant for all expenditures, receipts and their financial status. Council may request an auditor's report at any point in time to be paid for by the Municipality and is such a case, Valleys 2000 will provide the auditor with immediate access to all records and persons he/she are required to fulfil the Report. 8. Indemnity and Insurance 8.1 If required, prior to any work commencing, Valleys 2000 will undertake to obtain liability and environmental impairment insurance satisfactory to the Treasurer, in the amount of Five Million Dollars ($5,000,000.00) naming the Muncipality as additional insured. A copy of the insurance certificate shall be filed with the Municipality. 8.2 Valleys 2000 is responsible for any claims related to the trail or any other enhancements which are built or constructed by volunteers until such time as it has been assumed by the Municipality. A Release, Waiver and Indemnity must be completed and returned to the Municipality prior to any use of undertaking of any works in the Bowmanville Valley. 9. Termination 9.1 This Memorandum of Understanding expires on December 31, 2004. Valleys 2000 will complete its mandate by December 31, 2004 and transfer any remaining assets and funds to the Municipality for designated use in the Project or to charities as per Valleys 2000 Letters of Incorporation. • r Memorandum of Understanding 9.2 This Memorandum of Understanding may be amended or extended by a further Memorandum of Understanding. 9.3 Valleys 2000 will not assume any debt or long-term liabilities and will not commit the Municipality to pay any debt without the express written consent of the Municipal Council. 9.4 Prior to October 31, 2004, the Municipality and Valleys 2000 shall prepare and agree upon a Schedule of Works determining how the balance of assets and unexpended funds of Valleys 2000 are to be used. 9.5 If there should be any dispute(s) regarding the terms and conditions of this Memorandum of Understanding, such dispute(s) shall be referred to a single arbitrator agreeable to the parties under the Ontario Arbitrations Act. 9.6 Any actions undertaken which are contrary to the intent conveyed in the Memorandum of Understanding will automatically terminate the Agreement. IN WITNESS WHEREOF the Parties hereto have executed this Memorandum of Understanding. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Mayor Clerk DIRECTORS FOR VALLEYS 2000- (BOWMANVILLE) INC. TO BE INCORPORATED Frank Wallace Lockhart Robert Leslie Simpson lain John Craven Maciver Arthur Alan Harvey Strike David Lawrence Douglas Lawson William John Huether MEMORANDUM OF UNDERSTANDING Made this day of , 1999 BETWEEN THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Hereinafter called "the Municipality" OF THE FIRST PART And FRANK WALLACE LOCKHART ROBERT LESLIE SIMPSON IAIN JOHN CRAVEN MACIVER ARTHUR ALAN HARVEY STRIKE DAVID LAWRENCE DOUGLAS LAWSON WILLIAM JOHN HUETHER Trustees for VALLEYS 2000 BOWMANVILLE INC. - to be Incorporated Hereinafter called " Valleys 2000" OF THE SECOND PART WHEREAS a number of community groups and interested citizens have joined together to form Valleys 2000; AND WHEREAS Valleys 2000 will develop, enhance, promote and preserve trails, river bank improvements, fish and wildlife habitat and special natural areas along parts of the Bowmanville and Soper Creeks leading to Lake Ontario as a Millenium Project for the recreation, benefit and enjoyment of the community ("the Project") ; AND WHEREAS Valleys 2000 will protect or enhance the environmentally sensitive features of the Bowmanville Creek Valley in any works it undertakes; AND WHEREAS Valleys 2000 will initiate a fund raising campaign for funds necessary for this project; AND WHEREAS the Council of the Municipality has heartily endorsed the Project; Memorandum of Understanding NOW THEREFORE in consideration of the premises the Municipality and Valleys 2000 have agreed to enter into this Memorandum of Understanding. 1. Conceptual Plan 1.1 An open space conceptual plan ("Conceptual Plan") will be prepared to identify the long term plan and the implementation steps over 5 years for the Project. The Conceptual Plan shall identify implementation works to be undertaken by volunteers ("Volunteer Works") and the implementation works to be undertaken by contractors ("Contractor Works"). 1.2 Council of the Municipality and Valleys 2000 will approve the final Conceptual Plan prior to the commencement of any works associated with the Project. 2. Responsibilities of Valleys 2000 2.1 Valleys 2000 will be incorporated as a charitible corporation and will apply for and seek to receive charitable status under the Income Tax Act 2.2 Valleys 2000 shall be responsible for the following; i) entering into a contractual agreement with a qualifed professional consultant to prepare a Conceptual Plan for the Project.; ii) undertaking preliminary discussions for the transfer of lands and/or exclusive or non-exclusive easements in favour of the Municipality for public access, landscaping, construction for lands related to the Project. Valleys 2000 will use its best efforts to ensure that the lands or easement areas are transferred to the Municipality in a condition satisfactory to the Municipality's Director of Public Works and free and clear of all encumbrances; iii) undertaking a fund-raising program for the Project and collecting all funds including following up of any pledges, and issuing pre-numbered receipts for all monies received; iv) payment of all expenses related to the Project unless otherwise specified; v) maintaining financial records in accordance with good accounting principles satisfactory to the Municipality's auditor in accordance with Section 7; vi) applying for and administering all municipal, provincial and federal grants and/or other funding sources; vii) maintaining in effect general liability and environmental impairment insurance in accordance with Section 8; Memorandum of Understanding viii) organizing, co-ordinating and supervising volunteer labour for the Volunteer Works part of the Project in accordance with Section 5; ix) ensuring all applicable safety standards and legislation are adhered to; and x) organizing and co-ordinating all publicity and public relations related to the Project. 3. Responsibilities of the Municipality 3.1 The Municipality shall be responsible for the following: i) providing advice with the selection of a consultant for the preparation of the Conceptual Plan; ii) providing advice and reasonable assistance to Valleys 2000 and the consultant with the preparation of the Conceptual Plan; iii) subject to written confirmation of available funding from Valleys 2000 to the satisfaction of the Treasurer and approval of the purchase of land by Council, arrange with landowners for the transfer of land and/or easements to the Municipality as necessary for the Project; iv) undertaking all legal costs associated with the transfers of land including land appraisals, surveys, the preparation and registration of land transfers and environmental audits; v) without derogating from Section 2.2 vi) applying for relevant funding from provincial and federal government prgrams which is available to the Municipality; vi) co-ordinating, designing, tendering and supervising any contractor works indentified in the Conceptual Plan on behalf of Valleys 2000, subsequent to receipt of all funds from Valleys 2000 for a specified project; and vii) maintaining any approved Project works that have been completed during the inspection and guarantee period provided for in the construction contracts until the lands or easement areas on which the works are constructed are transferred to the municipality and accepted by the Muncipality `s Director of Public Works. Memorandum of Understanding 4. Project Management 4.1 A Project Work Team shall be established which will include three members from the Municipality's staff and three members of Valleys 2000 to co-ordinate the Project. The Project Work Team shall be responsible for the following: • managing the work program of the consultant preparing the Conceptual Plan; • negotiating the purchase and/or easements for the lands required; and • co-ordinating an implementation schedule of all works. 4.2 The Project Work Team shall report to Valleys 2000 and to the Municipality's Council. 5. Volunteer Works 5.1 Any volunteer working for or on behalf of Valleys 2000 or anyone hired by Valleys 2000 will not be a full or part time employee of the Municipality and will not have any rights or priviledges of a full time or part time employee of the Municipality. 5.2 All applicable legislation and regulations shall be adhered to, including the appropriate safety equipment and training. 5.3 First aid and communications equipment and written safety procedures manual shall be established and maintained during Volunteer Work activities to the satifaction of the Municipality's Property Manager. 5.4 All buildings, structures, equipment, trails and other infrastructure are to be constructed consistent with municipal standards, and in compliance with CSA standards, or any other safety standards that are applicable. 6. Contractor Works 6.1 Upon receipt from Valleys 2000 of 100% of funds required or an unconditional and irrevocable Letter of Credit in a form acceptable to the Municipality's Treasurer, the Municipality will prepare specifications, design and tender for the construction of buildings, structures or other works identified as Contractor Works in the Conceptual Plan. The Municipality will enter into contractual arrangements with the successful bidder, after authorization to do so is given by the Municipality's Council 6.2 The design and specifications for any work will be approved by Valleys 2000 prior to tendering , unless otherwise agreed to in advance by Valleys 2000. 6.3 Contractor Works will be undertaken in accordance with the Municipality's standard practices and to the satisfaction of the Director of Public Works. Memorandum of Understanding 7. Financial Records 7.1 Valleys 2000 shall establish and maintain, in accordance with good accounting principles satisfactory to the Municipality's auditor, proper bank accounts and records for all funds received and disbursed by Valleys 2000, and all bookkeeping and accounting systems and supporting vouchers and documentations. 7.2 Valleys 2000 shall serially record all receipts and revenues and all disbursements for each financial year and will use serial, prenumbered receipts for all donations collected. 7.3 No later than March 31St, each year, Valleys 2000 shall file with the Municipality's Treasurer, a report from a qualified accountant for all expenditures, receipts and their financial status. Council may request an auditor's report at any point in time to be paid for by the Municipality and is such a case, Valleys 2000 will provide the auditor with immediate access to all records and persons he/she are required to fulfil the Report. 8. Indemnity and Insurance 8.1 If required, prior to any work commencing, Valleys 2000 will undertake to obtain liability and environmental impairment insurance satisfactory to the Treasurer, in the amount of Five Million Dollars ($5,000,000.00) naming the Muncipality as additional insured. A copy of the insurance certificate shall be filed with the Municipality. 8.2 Valleys 2000 is responsible for any claims related to the trail or any other enhancements which are built or constructed by volunteers until such time as it has been assumed by the Municipality. A Release, Waiver and Indemnity must be completed and returned to the Municipality prior to any use of undertaking of any works in the Bowmanville Valley. 9. Termination 9.1 This Memorandum of Understanding expires on December 31, 2004. Valleys 2000 will complete its mandate by December 31, 2004 and transfer any remaining assets and funds to the Municipality for designated use in the Project or to charities as per Valleys 2000 Letters of Incorporation. Memorandum of Understanding 9.2 This Memorandum of Understanding may be amended or extended by a further Memorandum of Understanding. 9.3 Valleys 2000 will not assume any debt or long-term liabilities and will not commit the Municipality to pay any debt without the express written consent of the Municipal Council. 9.4 Prior to October 31, 2004, the Municipality and Valleys 2000 shall prepare and agree upon a Schedule of Works determining how the balance of assets and unexpended funds of Valleys 2000 are to be used. 9.5 If there should be any dispute(s) regarding the terms and conditions of this Memorandum of Understanding, such dispute(s) shall be referred to a single arbitrator agreeable to the parties under the Ontario Arbitrations Act. 9.6 Any actions undertaken which are contrary to the intent conveyed in the Memorandum of Understanding will automatically terminate the Agreement. IN WITNESS WHEREOF the Parties hereto have executed this Memorandum of Understanding. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Mayor Clerk DIRECTORS FOR VALLEYS 2000- (BOWMANVILLE) INC. TO BE INCORPORATED Frank Wallace Lockhart Robert Leslie Simpson lain John Craven Maciver Arthur Alan Harvey Strike David Lawrence Douglas Lawson William John Huether