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COD-035-11
Clarington REPORT CORPORATE SERVICES DEPARTMENT Meeting: GENERAL PURPOSE AND ADMINISTRATION COMMITTEE Date: November 14, 2011 Resolution#: / t By-law#: /f 16 Report#: COD-035-11 File#: Subject: CLARINGTON OLDER ADULT CENTRE BOARD GOVERNING BY-LAW RECOMMENDATIONS: It is respectfully recommended that the General Purpose and Administration Committee recommend to Council the following: 1. THAT Report COD-035-11 be received; 2. THAT By-law #2001-216 be repealed; and 3. THAT the By-law attached to Report COD-035-11, a By-law to establish a Municipal Services Board to provide social and recreational opportunities to the Older Adults of Clarington through the operation of the Clarington Beech Centre, be approved. Pt Submitted by: ���% � � Reviewed by:Marie Marano Franklin Wu, Director of Corporate Chief Administrative Officer Services MM/JB/km CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET, BOWMANVILLE, ONTARIO L1C 3A6 T 905-623-3379 REPORT NO.: COD-035-11 PAGE 2 1. BACKGROUND 1.1 In 2001 the Clarington Older Adult Centre Hall Board was established and Council approved a By-law to provide for the establishment, maintenance and operations of the Clarington Beech Centre. 1.2 At the same time that the Board was established a Memorandum of Understanding (MOU) between the Municipality of Clarington and the Hall Board was established setting out the terms for operation and maintenance of the Clarington Beech Centre. 1.3 The MOU expired on September 30, 2008, except for section 2(a), 2(b) and 3(a). Clauses 2(a) and 2(b) dealt with the removal of fixtures, equipment and personal property from the premises and rights duties respecting the Associations fixtures, equipment and personal property. Clause 3(a) deals with the indemnification of the Municipality by the Association against all liabilities, actions, claims and proceedings etc. All 3 clauses survive the expiration of the Memorandum of Understanding. 1.4 In 2005 the Clarington Older Adult Centre Hall Board was disbanded and a new board was accepted as a Committee of Council. The MOU survived this transition and remained in force until its expiry on September 30, 2008. 1.5 In July 2010 an updating report COD-043-10 (Attachment "A") was presented and Council directed that a new Memorandum of Understanding or By-law as appropriate be prepared and submitted to Council. (Resolution GPA-424-10) 2. COMMENTS 2.1 Since passing of the above noted resolution, staff of Corporate Services, Finance, Community Services, Operations, Clerks and the representatives of the Clarington Older Adult Centre Board have been preparing a By-law to document the operations and maintenance requirements of the Clarington Beech Centre. 2.2 A copy of the proposed by-law is appended as Attachment "B" for Council consideration. 3. CONCURRENCE 3.1 This report has been reviewed by Angela Darlison, Executive Director, Clarington Older Adult Centre as well as the following Directors who concur with the recommendations. Marie Marano, Director of Corporate Services Nancy Taylor, Director of Finance/Treasurer Fred Horvath, Director of Operations REPORT NO.: COD-035-11 PAGE 3 Patti Barrie, Municipal Clerk Joseph Caruana, Director of Community Services 3.2 The proposed by-law has been reviewed by the Clarington Older Adult Centre Board who concur with the by-law. 4. CONCLUSION 4.1 It is recommended that the By-law establishing the establishment of the Clarington Older Adult Centre Board and the operation and maintenance of the Clarington Beech Centre be approved. CONFORMITY WITH STRATEGIC PLAN — Not Applicable Staff Contact: Marie Marano, Director of Corporate Services Attachments: Attachment "A" - Report COD-043-10 Attachment "B" - Proposed By-law List of interested parties to be advised of Council's decision: Clarington Older Adult Centre Board ATTACHMENT"A" C u• ariinattin REPORT CORPORATE SERVICES DEPARTMENT Meeting: GENERAL PURPOSE AND ADMINISTRATION COMMITTEE Date: July 5, 2010 Resolution#: 6091q-ya 946 By-law#: Report#: COD-043-10 File#: Subject: INFORMATION REPORT CLARINGTON OLDER ADULT ASSOCIATION v MEMORANDUM OF UNDERSTANDING RECOMMENDATIONS: It is respectfully recommended that the General Purpose and Administration Committee recommend to Council the following: 1. THAT Report COD-043-10 be received; 2. THAT Council authorize the use of the vacated space and use of the entire building by the Clarington Older Adult Association; and 3. THAT staff report back. to Council with the finalized Memorandum of Understanding or By-law as appropriate. Submitted by: Reviewed by: d arie Marano, H.B.Sc., Franklin Wu, C.M.O., Director of Chief Administrative Officer Corporate Services MMIJDB1km CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET, BOWMANVILLE,ONTARIO L1C 3A6 T 905-623-3379 ATTACHMENT"A" REPORT NO.: COD-043-10 PAGE 2 1.0 BACKGROUND AND COMMENT 1.1 In 2001 at the time the Clarington Beech Centre Board was established, now known as the Clarington Older Adult Centre Board (also referred to as COAA or COAC), Council approved a by-law to provide for the establishment, maintenance and operations of the Beech Centre as a Community Recreation centre pursuant to the Community Recreation Centres Act. 1.2 At the same time as the Board was being established a Memorandum of Understanding (MOU) was established addressing a number of principles as set out in Report#FND-011-01 attached as Schedule "A". 1.3 The provisions of the Memorandum of Understanding ended on September 30, 2008 save and except clauses 2(a), 2(b) and 3(a). Clauses 2(a) and 2(b) deal with the removal of fixtures, equipment and personal property from the premises and the rights and duties respecting the Associations fixtures, equipment and personal property. Clause 3(a) deals with the indemnification of the Municipality by the Association against all liabilities, actions claims and proceedings etc. All three clauses survive the expiration of the lease and remain in force. A copy of the Memorandum of Understanding is attached as Schedule "B". 2.0 ANALYSIS 2.1 In view of the expiry of the MOU and in consideration of the roles and responsibilities of the Clarington Older Adult Centre Board and that of the Municipality in the operation and maintenance of the Beech Centre it is appropriate that the arrangements be documented. 2.2 Introduction of a new MOU for COAA may be amended to a by-law format to be consistent with the By-law governing the Board of Management for the Museum and for the Boards' operation of the Museums on behalf of the Municipality. ATTACHMENT"A" REPORT NO.: COD-043-10 PAGE 3 2.3 The original MOU included the leases in place for the Lions Club Nursery School and Community Care Durham. However, these leases have expired and the tenants have moved out of the Beech Centre. In keeping with the original MOU the COAA has been advised of the space availability and has indicated their need for the vacated space now available on the first and second floor of the building. The new MOU will address the remaining lease with the Tennis Club and the usage of the vacated space. 2.4 The proposed document or Memorandum of Understanding will reference policies and procedures, set out liability, staffing etc. and will provide a reference for new board members and staff as time passes. 2.5 Preparation of the document will be undertaken by a committee consisting of representatives from Corporate Services, Operations, Community Services and Finance Departments and the Clarington Older Adult Association (COAA). 3.0 FINANCIAL 3.1 There are no financial implications to the establishment of the MOU.except for the staff time required to draft the document. 4.0 INPUT FROM OTHER SOURCES 4.1 The Directors of Finance, Corporate Services, Operations, the Community Services Liaison to the COACB, the Acting Chairman of the COACB, the Executive Director of the Beech Centre and the Manager of Purchasing have attended an initial meeting to discuss the need for the MOU and will participate in the drafting of the MOU. ATTACHMENT"A" REPORT NO.: COD-043-10 PAGE 4 5.0 CONCLUSION 5.1 Staff will undertake the review of the operations and relationship between the Municipality and the Clarington Older Adult Association and prepare a Memorandum of Understanding to document the operation and maintenance requirements of the Clarington Beech Centre, subject to ongoing review and revision as required. 5.2 .. The MOU or by-law as appropriate be prepared and presented to Council for review and approval. 5.3 This report has been reviewed by the Purchasing Manager and circulated as follows: Concurrence: Director of Corporate Services Director of Finance Director of Operations Director of Community Services Attachments: Schedule "A", Report FND-011-01 Schedule "B", Memorandum of Understanding (2001) ATTACHMENT"A" Schedule"A" ' e r eQa�►�g the woy REP 0 RT FINANCE DEPARTMENT Meeting: GENERAL PURPOSE AND ADMINISTRATION COMMITTEE// nn 1 Date: MONDAY, DECEMBER 3, 2001 Resolution #:V 18-6 -p 1 Report#: FND-011-01 File#: C��� By-Law#: Subject: ESTABLISHMENT OF CLARINGTON BEECH CENTRE BOARD Recommendations: It Is respectfully recommended that the General Purpose and Administration Committee recommend to Council the following: 1. THAT Report FND-011-01 be received; 2. THAT Council approve a By-Law to provide for the establishment, maintenance and operations of the Beech Centre as a community recreation centre pursuant to the Community Recreation Centres Act and that the appropriate By-Law be passed (to be forwarded.directly to Council); 3. THAT Council appoint Donald Welsh,Viola Ashton, Maurice Richards, Janice Williams and Jack.Eilbeck, as members of the committee of management of the Beech Centre Community Recreatlon Centre; 4. THAT the Municipality continue to be responsible for Capital Improvements through the annual.Capital Budget process and maintenance of the building envelope and the Clarington Beech Centre Hall Board be responsible for the operation of the Centre pursuant to-the Memorandum of Understanding; 5: THAT Council approve the acceptance by the Municipality of the surrender of the lease between'the Corporation of the Municipality of Clarington and the Clarington Older Adult Association(COAA)dated October 1, 1998, and pass the appropriate By-Law(to be forwarded directly to Council); 6. THAT Council approve the execution of a Memorandum of Understanding between the*Municipality of Clarington and Clarington Older Adult Association, containing terms consistent with the principles set out in Section 8.0 of this repdrt, as well as such other terms, as are considered necessary by the Chief Administrative Officer, to protect the Municipality's interests and that the attached By-Law authorizing the Mayor and the Municipal Clerk to execute the ATTACHMENT"A" Schedule "A REPORT NO.: FND-011-01 PAGE 2 Memorandum on behalf of the Municipality, be•passed (to be forwarded directly to Council); and 7. THAT a copy of this report be sent to: Clarington Older Adult Association; • The Lions Club of Bowmanville; The Bowmanville Tennis Club; and • Durham Region Community Care Association. Submitted by: 11MIP111, Reviewed by: Nancy rof nance o , .B.A., C.A. Franklin Wu Directo Chief Administrative Officer NT/DH/hjl ATTACHMENT"A" Schedule "A" REPORT NO.: FND-011-01 PAGE 3 BACKGROUND 1.0 Purchase of Beech Centre from the Lions Club of Bowmanville 1.1 The property on which the Beech Centre is located was acquired by the Municipality . from the Lions Club of Bowmanville ("Lions Club") in early 1998. The title transferred to the Municipality was encumbered, among other things, by a lease which the Lions Club had made to the Bowmanville Tennis Club in 1988("Tennis Courts Lease"). This lease was of the tennis courts and the area enclosed by the immediately surrounding fence. The term of the Tennis Courts Lease expires on January 1, 2008, however, it may be, terminated earlier, by either party on one year's notice. Rent is payable yearly. The amount of the rent on-January 1, 1992 was$1,000. The rent is to be adjusted annually by reference to the Consumer Price Index (all items). 1.2 Subsequent to the completion of the purchase from the Lions Club, the Municipality proceeded to renovate and add to the then existing building to make it suitable for use as the Older Adult.Centre, as provided for in the 1997 Capital Budget. 1.3 As a result of insurance considerations from the Municipality's insurance provider at the time, as well as considerations relating to Ministry of Municipal Affairs and Housing, the Clarington Older Adult Association (COAA)was formally incorporated as a non-profit company and undertook to operate the facility and programs, on behalf of the Municipality. This was formalized through the establishment of a lease with COAA, which included the parameters under which they would provide this service to the residents of Clarington. 1.4 The solicitor has advised that it would be prudent at this time to clarify the position of the Clarington Beech.Centre by establishing it as a Community Recreation Centre, under the Community Recreation Centres Act. It would be maintained and operated by a committee of management("hall board"), appointed by Council. This change would require the surrender of"the lease by Clarington Older Adult Association. The Association would obtain occupancy permits from the hall board, to allow the Association to occupy portions of the Beech Centre. This would resolve the assessment status respecting the portion of the Beech Centre leased to the Association. Properties which are owned and occupied by the Municipality or a local board of the Municipality are exempt from assessment and municipal, regional and education taxation. The community recreation centre board of management of the Beech Centre would be a local board of the Municipality. 2.0 Head Lease to Clarington Older Adult Association 2.1 A lease("Head Lease")was made by the Municipality to the Clarington Older Adult Association, effective-as of October 1, 1998. The premises that were leased included interior areas of the building.and exterior areas of the property shown on plans attached to the Lease. The leased premises excluded the structure of the building, exterior walls, bearing walls, fenestration and doors, as well as mechanical systems, the heating and ventilation system, and electrical and plumbing systems. The Head Lease is subject to the outstanding Tennis Courts Lease to the Bowmanville Tennis Club. ATTACHMENT"A" Schedule "A" REPORT NO.: FND-011-01 PAGE 4 2.2 The Head Lease provides that: • the term of the lease is ten years commencing on October 1, 1998. The tenant has the option to renew for a further five years on two occasions, for a total of an'additional ten years; • the premises are to be used for the purposes of a social and activity centre for older adults who are residents of the Municipality; however the tenant can license any person to use the"social facilities" whether or not the licensees are older adults,for a fee; • the Municipality is not responsible for any of the tenant's costs, etc. in respect of persons employed under employment contracts made by the tenant; . • the"basic rent' is $2.00 for the term of the lease and renewals; however, "additional rent" including municipal, regional and education taxes, if any, and utilities are the tenant's responsibility and if not paid by the tenant, are payable to the Municipality as rent so that non-payment of any of them can result in the termination of the lease; • the Municipality has the duty to repair the premises.while the tenant is responsible for heating, keeping the premises in a clean condition, snow removal, maintenance of the gardens and waste removal; the tenant must obtain and maintain contents and general liability insurance at Its cost; sub-leases of the premises and an assignment of the lease require the prior consent of the Municipality which may be unreasonably withheld; • sub-leases and licenses of portions of the premises to the Durham Region Community Care Association ("Durham Community Care") and the Lions Club to be made by the tenant are consented to by the Municipality up-front in the lease; • the Tennis Courts Lease is assigned to the Clarington Older Adult Association, with the result that the rent to be paid under that lease is paid to the Association for its use; and . • the lease also contains extensive provisions respecting the financial affairs of the tenant, and reports, including an auditor's report,which are required to be made to the Municipality at specified times. 3.0 Sub-Leasees at Beech Centre 3.1 Staff have met with a representative of Durham Community Care, the Lions Club and the Bowmanville Tennis Club. They have been updated as to their potential assessment status.for 2002. They have also been advised that if they are a registered eligible charity, there is a rebate program established under Section 442.1(1) of the Municipal ATTACHMENT"A" Schedule "A" REPORT NO.: FND-011-01 PAGE 5 Act and Region of Durham By-Law#46-2001. Registered charities in any of the industrial or commercial property tax classes are eligible for a property tax rebate equal to 40% of the property taxes paid. The groups have been provided with copies of the application forms. 3.2 Sub-lease and License to Lions Club The sub-lease and license by the Clarington Older Adult Association to the Lions Club, which the Municipal consented to in the Head Lease;was made as of October 1, 1998. The premises sub-leased to the Lions.Club comprise of the Day Nursery Facilities and a storage room on the second floor of the building. The license to the Lions Club includes the non-exclusive use of the Billiard Room on specified days and certain other portions of the building, for not more than twenty-four dinner meetings of the members of the Lions Club plus twelve meetings of the directors of the Club and ten meetings of the Executive Committee of the Lioness members of the Club. This license includes the right to use the kitchen facilities and equipment. 3.3 This sub-lease and license also provides for: • a term of five years from October 1, 1998; • an option to renew for a further term of one year on the same terms and conditions provided that the sub-landlord has not first given notice to the sub-tenant that the sub-lease and license will expire at the end of the 5 yearterm; • rent of$20,000.00 for each of the first three years and $20,500.00 for each of'the last two years of the term. The rent accrues to the benefit of the Clarington Older Adult Association as sub-landlord; the Lions Club is to pay all municipal, regional and education taxes, as well as telephone charges, which are"additional rent"as in the case of the Head Lease; • if either the premises or the sub-tenant are exempt from municipal taxes, the sub-tenant is to pay the sub-landlord the amount that would have been paid but for the exemption; • the sub-landlord is responsible for the repair of the premises and licensed area, the cost of heating the premises and the cost of providing electricity and water services; and • the sub-tenant is responsible for the maintenance of the premises. 4.0 Sub-lease and License to Durham Region Community Care Association 4.1 The sub-lease and license by the Clarington Older Adult Association to Durham Community Care was also made as of October 1, 1998. The premises sub-leased coi-nprlse 1,386 square feet of office space on the first floor of the building. Also, Durham ATTACHMENT"A" Schedule "A" REPORT NO.: FND-011-01 PAGE.6 Community Care has the license to use the Board Room and certain other areas and facilities of the Beech Centre on a non-exclusive basis. 4.2 This sub-lease and license provides for: • a term of ten years with recognition that the.sub-landlord and/or sub-tenant may negotiate a renewal for a further term; • the basic rent is $15,000.00 each year which includes expenses for heat, electricity, water, taxes and snow removal, which are the responsibility of the sub-landlord. Increases in charges for water and electricity are to be paid by the sub-tenant; • the basic rent is to be adjusted annually by reference to the Consumer Price Index for Metropolitan Toronto (all items); and • the sub-tenant is responsible for telephone charges. 5.0 Recommended Revised Financial Arrangements 5.1 As a result of the surrender of the Clarington Older Adult Association Head Lease to the Municipality, rent from the sub-leases and licenses and the Tennis Court lease will no longer accrue to the benefit of the Clarington Older Adult Association. This Would necessitate certain changes to the financial arrangements between the Municipality and the Association. 5.2 In order to ensure all parties are in the same financial position, some revised financial arrangements are proposed. 5.3 The funds from the long-term sub-leases and licenses referred to in'Section 4.0 which will be payable to the Municipality. They will be used to offset a contract for - management services (approximately$12,000) and to cover the utilities of the Beech Centre. The funds from the fees for occupancy permits will coverall the expenses for maintenance and repairs and telephone costs, accrued to the Clarington Beech Centre Board. All other revenues payable to the Clarington Older Adult Association.will pay the balance of the wages and all other expenses incurred at the Beech Centre, that are primarily of a programming and fundraising nature. The above revised financial arrangements would continue while the sub-leases and licenses remain in place. No commitment is being made by the Municipality in the event that a sub-lease and license terminates. In those circumstances the hall board would have to address the shortfall in funding either through their own means or via a request to the Council at that time. 5.4 Furniture and Fixtures Any assets purchased at the time of construction, as part of the construction costs should be transferred to the Clarington Beech.Centre hall board. Any assets purchased by the Clarington Older Adult Association since their inception would remain reflected on the Association's financial statements. ATTACHMENT"A" Schedule"A" REPORT NO.: FND-011-01 PAGE 7 6.0 Insurance Issues 6.1 The Municipality participates in the Durham Municipal Insurance Pool. Under the current policy, the Clarington Beech Centre Board is automatically covered under the Municipality's Master policy as a board of the Municipality. As the Clarington Older Adult Association will continue to do fundraising and programming functions, the question was raised as to whether the Municipality's insurance coverage could be extended to incorporate the entire Clarington Older Adult Association. This will require discussion and approval of the Board of Durham Municipal Insurance Pool. The next Pool meeting is several weeks away. Staff will continue to investigate this option and notify the Clarington Older Adult Association subsequent to the next meeting of the Durham Municipal Insurance Pool, 7.0 Recommended Revised Legal Arrangements 7.1 The recommended revisions to the legal arrangements are the following: • the Head Lease by the Municipality to the Clarington Older Adult Association will be surrendered with the result that the sub-leases and licenses, referred to in Section 4.0, will become, in effect, direct leases from the Municipality to the Lions Club and Durham Community Care, respectively; • the obligations and rights of the Clarington Older Adult Association under the sub-leases and licenses including the right to receive rent, will become the obligations and rights of the Municipality; • Clarington Older Adult Association will assign the lease to the Bowmanville Tennis Club to the Municipality together with the right to the rent payable by the tenant under it; •" the present Council will state its intention to appoint and for its successors to appoint 5 members to the hall board who are nominated.by the board of directors of the Association who are members of the board of directors and 2 members of Council; • the Clarington Older Adult Association will continue to pursue its present purposes which include seeking grants and operating raffles for its charitable purposes. It will continue to employ an executive director and others, provided that they are not employees of the Municipality; and • a Memorandum of Understanding will be executed by the Municipality and Clarington Older Adult Association dealing with the appointment of members of a hall board which is to be established by the Municipality for the Beech Centre, under the Community Recreation Centre Act, and for the revised financial arrangements between the Municipality and the Association, referred to in Section 5.0. The intent is to keep the Association financially whole. " f ATTACHMENT"A" Schedule "A" REPORT NO.: FND-011-01 PAGE 8 8.0 Principles for Memorandum of Understanding The principles that are to be addressed in a Memorandum of Understanding between the Municipality and Clarington Older Adult Association are the following: • the surrender of the lease by the Association to the Municipality, no later than December 31, 2001; indemnification by the Association of the Municipality respecting performance of. the Association's obligations under the sub-leases.and licenses and licenses to the Lions Club and Durham Community Care, respectively; • if possible, insurance coverage to be provided to the Association under the Municipality's policies of property and general liability insurance, as discussed in Section 6.0; Council will create a community recreation center for the Beech Centre to be managed and operated by a hall board under the Community Recreation Centres Act, of 7 members, of whom 2 are members of Council; • the present Council will state its intention that without fettering a successor Council, so long as the Association continues to provide older adult programming in the Beech Centre acceptable to Council, the non-Councillor members of the hall board will be appointed by Council from the then members of the board of directors of the Association, after consultation with the board of directors of the Association; • the hall board will have supervisory responsibility of the maintenance and operation of the Beech Centre in a manner that is consistent with the rights and responsibilities of the sub-tenants under the sub-leases and licenses to the Lions Club and Durham Community Care, respectively, and to the Bowmanville Tennis Club under the Tennis Court Lease, all as consistent with the Community Recreation Centres Act. Appropriate provisions satisfactory to the Director of Finance/Treasurer respecting financial management, audits and reports will be included in the By-Law establishing the Beech Centre as a community recreation center; • the By-Law is also intended to contain provisions that will allow the hall board to permit the Association to occupy the portion of the Beech Centre now leased to it for purposes under temporary occupancy permits on terms that are as close as is legally possible, in the opinion of the Municipality's solicitor, to the intent of the relevant provisions of the Head Lease of the Beech Centre to the Clarington Older Adult Association; • if the sub-leases and licenses of space to the Lion's Club and/or Durham Community Care are terminated,the Municipality will consult with the Association before deciding whether or not the use of that space should be made available to the Association by the issuance of occupancy permits; ATTACHMENT"A" Schedule "A" REPORT NO.: FND-011-01 PAGE.9 • the Municipality will consult with the Association before deciding to refrain from terminating the Lion's Club sub-lease and license and before deciding to negotiate a renewal of the term of the sub-lease to Durham Community Care; and • revised financial arrangements consistent with Section 5.0. 9.0 The Clarington Older Adult Association concurs with the contents of this report. ATTACHMENT"A" Schedule "A" REPORT NO.: FND-011-01 PAGE 10 Interested party to be advised of Council's decision: Clarington Older Adult Association 26 Beech Avenue Bowmanville, Ontario L1C 3A2 The Lions Club of Bowmanville C/o The Beech Centre 26 Beech Avenue Bowmanville, Ontario L1 C 3A.2 Durham Region Community Care Association C/o The Beech Centre 26 Beech Avenue Bowmanville, Ontario L1 C 3A2 The Bowmanville Tennis Club C/o The Beech Centre 26 Beech Avenue Bowmanville, Ontario L1C 3A2 CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET,BOWMANVILLE, ONTARIO L1C 3A6 T(905)623-3379 F(905)623-0608 ATTACHMENT"A" Schedule"A" • Leading the Way REPORT FINANCE DEPARTMENT Meeting: COUNCIL 1 �OI Date: MONDAY, DECEMBER 10, 2001 Resolution # Report#: ADDENDUM TO FND-011-01 File#: By-law#:,�/—rte/7 Subject: ESTABLISHMENT OF CLARINGTON BEECH CENTRE BOARD Recommendations: It is respectfully recommended to Council the following: 1. THAT Addendum to Report FND-011-01 be received; 2. THAT Recommendation 7 of Report FND-011-01 be renumbered as Recommendation 8 and new Recommendation 7 be added as follows: "7. THAT notwithstanding the provisions of By-law No. 94-129, Council approve an Agreement between.the Municipality and Clarington Older Adult Association regarding the provision of certain management and custodial services substantially in the form of the draft Agreement contained in Attachment 1 to the Addendum to Report FND-011-01 and pass a By-Law to authorize the Mayor and Clerk to execute the Agreement on behalf of the Municipality." 3. THAT copies of Addendum to Report FND-011-01 be sent to: • Clarington Older Adult Association; • The Lions Club of Bowmanville; The Bowmanville Tennis Club; and • Durham Region.Community Care Association. Submitted by: 11160,41 Reviewed b - -- .�`� ncy Taylor 41813.A., C.A. Franklin Wu Director of Finance Chief Administrative Officer NMT/hjl ATTACHMENT"A" REPORT NO.: FND-011-01 PAGE 2 1.0 DISCUSSION 1.1 Section 5.3 of Report FND-011-0'1 refers to a contract for management services to be provided by the Clarington Older Adult Association respecting the Clarington Beech Centre.A draft contract is contained in Attachment No. 1 to this Addendum. It is recommended that it be approved by Council and that the necessary authorizing By-Law be passed. Attachment: Attachment#1- Draft Contract for Management Services ATTACHMENT"A" Schedule "A" REPORT NO.: FND-011-01 PAGE 3 Interested parties to be advised of Council's decision: Clarington Older Adult Association 26 Beech Avenue Bowmanville, Ontario L1C 3A2 The Lions Club of Bowmanville C/o 26 Beech Avenue Bowmanville, Ontario L1C 3A2 Durham Region Community Care Association C/o 26 Beech Avenue Bowmanville, Ontario L1C 3A2 The Bowmanville Tennis Club C/o 26 Beech Avenue Bowmanville, Ontario L1C 3A2 CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET, BOWMANVILLE, ONTARIO L1C 3A6 T(905)623-3379 F(905)623-0608 ATTACHMENT"A" Attachment#1 Draft#1 Wednesday,December 05,2001 THIS COORDINATION AND CUSTODIAL SERVICES AGREEMENT made as of this l Oa'day of December 2001. BETWEEN: THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter called the."Municipality") OF THE FIRST PART and- CLARINGTON OLDER ADULT ASSOCIATION (hereinafter called the"Association") OF THE SECOND PART WHEREAS: A. The Association has agreed to provide coordination services respecting the maintenance and operation of the"Clarington Beech Centre"(as defined in the Memorandum of Understanding between the Municipality and the Association also dated December 10,2001 ("Memorandum of Understanding")including the lands described in Schedule"A"of the Memorandum of Understanding and to perform certain custodial and responsibilities.The coordination of services and custodial responsibilities are described below in this Agreement. B. The Municipality has agreed to pay the Association the sum of Twelve Thousand ($12,000.00)Dollars per annum for the term of this Agreement for the performance of the services referred to in Recital"A". C: This Agreement is made in order to implement section 5.3 of Report FND-011-01 as amended by Addendum to Report FND-011-01, as approved by the Council of the Municipality at its meeting on December 10.2001. ATTACHMENT"A" 2 D. The execution of this Agreement on behalf of the Municipality by the Mayor and Municipal Clerk is authorized by By-law No. 2001- passed by the Council of the Municipality on December 10, 2001. NOW THEREFORE in consideration of the premises herein contained and the sum of TWO DOLLARS ($2.00)and other good and valuable consideration(the receipt whereof by each of the parties is hereby acknowledged) covenant and agree as follows: 1. For the term of this Agreement, the Association will provide to the Municipality and to the"Clarington Beech Centre" (as defined in the Memorandum of Understanding) services for the competent coordination reasonably required for the maintenance and operation of the Clarington Beech Centre including the lands described in Schedule"A" of the Memorandum of Understanding.Without limiting the generality of the foregoing, the operation of the Clarington Beech Centre shall include the provision by the Association of reasonably necessary custodial duties to keep it and any property of any kind which is within it from time to time, secure. 2. Commencing on January 1,2002 and thereafter on the anniversary of that date during the term of this Agreement,the Municipality shall pay to the Association the sum of Twelve Thousand($12,000.00)Dollars per annum as a fee for the performance by the Association of the services referred to in paragraph 1,provided that if the term of this Agreement expires during a calendar year,the amount of the fee payable for the portion of the calendar year which expires on the date of termination of the term shall be the amount produced by dividing Twelve Thousand($12,000.00)Dollars by the number of days in that calendar year from and including January 1 St of that year to and including the date of the expiry of the term of this Agreement. The amount of any overpayment by the Municipality to the Association shall be repaid to the Municipality as a debt,forthwith after the Municipality gives the Association written notice requiring the Association to repay the amount of the overpayment, 3. In performing the coordination services referred to in paragraph 1,the Association will make available a reasonable portion of the working time of its Executive Director,or in the absence of the Executive Director,another person who is either employed by or contracted to the Association and is competent and qualified to provide the required coordination services at a reasonable level of performance.Additionally,the Association will provide a suitable person who shall be either an employee or a member of the Association to perform the custodial duties referred to in paragraph 1 of this Agreement. In no event shall any person whose services are provided by the Association pursuant to this Agreement be or be represented by the Association or by any person acting with the authority of the Association, to be either a full-time or a part-time employee either of the Municipality or of the Clarington Beech Centre Board. 4. The term of this Agreement shall expire on the earlier to occur of the date of termination of the Sub-lease and Licence dated October 1, 1998 of certain portions of the Clarington Beech Centre to the Bowmanville Lions Club and the date of termination of the Sub-lease. ATTACHMENT"A" Schedule "A" 3 and Licence dated October 1, 1998 of certain portions of the Clarington Beech Centre to the Durham Region Community Care Association, 5. This Agreement shall be binding upon the Association,its successors,assigns and members and the Municipality,its successors and assigns. However, while this Agreement shall enure to the benefit of the Municipality,its successors and assigns,it shall enure only to the benefit of the Association and not to the benefit of the Association's successors and assigns. 6. Time shall be of the essence of this in all respects and in every part of it. IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written and the parties hereto have hereunto affixed their corporate seals by the hands of their proper officers duly authorized in that behalf. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON John Mutton,Mayor Patti L. Barrie,Municipal Clerk CLARINGTON OLDER ADULT ASSOCIATION Per: Name: Title: Per: Name: Title: ATTACHMENT"A" Schedule "B" THE CORPORATION OF THE MUNICIPALITY OF CLARINOTON. BY-LAW NUMBER 2001-216 Being a By-law to authorize the execution of a Memorandum of Understanding between the Municipality of Clarington and the Clarington Older Adult Association respecting the Clarington Beech Centre WHEREAS at its meeting on December 10,2001,the Council of the Municipality of Clarington approved the recommendations contained in Report FND-011-01 as amended by Addendum to Report FND-011-01, THEREFORE the Council of the Corporation of the Municipality of Clarington hereby enacts as follows: 1. The Mayor and Municipal Clerk are hereby authorized to execute on behalf of the Municipality of Clarington the Memorandum of Understanding between the Municipality and the Clarington Older Adult Association referred to in Report FND-011-01. By-law read a first and second.time this 10ie of December,2001. BY-law read a third time and finally passed this 10a'day of December,2001. d— \ . ohn Mutton,Mayor a ' .B ' ,Municipal Clerk ATTACHMENT"A" Schedule "B" THIS MEMORANDUM OF UNDERSTANDING made as of this 20''day of December 2001. BETWEEN: CLARINGTON OLDER ADULT ASSOCIATION (hereinafter called the"Association' -and- THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON (hereinafter called the"Municipality") WHEREAS: A. The Municipality acquired title in fee simple to the lands and premises more particularly described as Part 1 on Reference Plan 4011-14445 from The Lions Club of Bowmanville("Lions Club")by transfer registered as Instrument No.D508035 in the Land Registry Office for the Land Titles Division of Durham(No. 40), subject to the previsions of a lease dated January 1, 1988 made by the Lions Club to The Bowmanville Tennis Club respecting certain tennis courts and associated lands("Tennis Courts Lease"); B. The Municipality then proceeded to add to and renovate the existing building which was part of the premises referred to in Recital A,to make it suitable for use as an Older Adult Centre in Bowmanville; C. By lease made as of October 1, 1998 ("Lease"),the Municipality leased the lands comprising Part 1 on Reference Plan 40R-14445 to the Association together with premises which comprise portions of the Building("Premises")to the Association..The Premises are identified on the drawings contained in Schedule"A"attached to and forming part of this Memorandum of Understanding. The Premises are outlined on the floor plans contained in Schedule"A"in purple. The lands which are leased to the Association are outlined in green on the site plan also contained in Schedule"A'hereto. The Premises do not include the structure of the Building,,the exterior walls,bearing walls,fenestration and doors of the Building from their interior face., mechanical systems,the"HVAC System"(as hereafter defined),the electrical systems,and the plumbing system within or serving the Building. The lands and Premises are hereafter referred to as the"Clarington Beech Centre". ATTACHMENT"A" Schedule "B" 2 D. The Lease,among other things,provides for a term of ten(10)years with options to renew subject to certain terms and conditions,a"basic rent"(as defined in the lease).of two ($2.00)dollars,and"additional rent"(as described in the lease)also payable by the Association to the Municipality("Lease"); E. The Lease prohibits the assignment of it or the sub-lease of the lands and premises described in it by the Association without the consent of the Municipality. It also contains the consent of the Municipality to sub-leases and licenses of portions of the Clarington Beech Centre to Durham Region Community Care Association("Durham Community Care")and the Lions Club,respectively,by the Association; F. By sub-leases and licenses made as of October 1, 1998,the Association sub-leased and licensed portions of the Clarington Beech Centre to Durham Community Care and the Lions Club,respectively,pursuant to•the consents of the Municipality set out in the Lease; G. In the Lease,the Municipality also assigned to the Association the Tennis Courts Lease; H. The Association and the Municipality have agreed that the Association will surrender the Lease and will assign and release its interest in the Bowmanville Tennis Court Lease to the Municipality for a nominal consideration with the intent that relationships of landlord and tenant will be established between the Municipality,the Bowmanville Tennis Club,Durham Community Care, and the Lions Club; I. At its meeting on December 10,2001,the Municipality's Council approved the recommendations contained in Report FND-011-01 as amended by the Addendum to Report FND-011-01; J. The execution of this Memorandum of Understanding on behalf of the Municipality is authorized by By-Law No. 2001-216 passed by the Municipality's Council at its meeting on December 10,2001. NOW THEREFORE in consideration of the premises herein contained and the sum of TWO DOLLARS ($2.00)and other good and valuable consideration(the receipt whereof by each of the parties is hereby acknowledged) covenant and agree as follows: Surrender of Lease 1. The Association will execute all documents considered necessary by the Municipality's Solicitor for a nominal consideration to.effect gn'or before December 31,2001 the surrender of its leasehold interest in the lands,and premises more particularly described in the Lease between the Municipality and the Association made as of October 1, 1998 of the lands referred to in Recital A and the Clarington Beech Centre as well as the assignment and release to the Municipality of its interest in the Tennis Courts Lease. ATTACHMENT"A" Schedule "B" 3 Right of Removal of Certain Fixtures 2. (a) Notwithstanding the surrender to the Municipality of the Lease,the right of the Association to remove fixtures,equipment and personal property purchased on the account of the Association,from the land and premises leased to it by the Lease, shall continue until the Association ceases to make use of any portion of the Clarington Beech Centre pursuant to a valid occupancy permit issued by the"Clarington Beech Centre Board"(as defined in By-Law No.2001-215)which the Council of the Municipality intends to appoint pursuant to the Community Recreation Centres Act. If the Association removes its fixtures, equipment and personal property as aforesaid,it shall, at its cost, restore the portion of the Clarington Beech Centre in or to which it or they are housed or affixed,or from which it or they are removed. If the Association does not remove its fixtures,equipment and personal property from the land and premises leased to the Association by the Lease,they shall become the absolute property of the Municipality without prior notice being given to the Association or compensation for it or them being paid by the Municipality to the Association and the Municipality shall be free to use or dispose of the same and to appropriate the proceeds of disposal to the Municipality's own use absolutely. 2. (b) Notwithstanding paragraph 4.1 of the Lease,the Municipality and the Association agree that their respective rights and duties respecting the Association's fixtures, equipment and personal property shall be determined exclusively under paragraph 2.(a) of this Memorandum of Understanding and not under paragraph 4.1 of the Lease on and after the effective date of.the surrender of Lease, and that on and after such date the rights and duties of the parties under paragraph 4.1 of the Lease shall be deemed to have terminated. Indemnity 3. (a) Notwithstanding the surrender-of the Lease by the Association to the Municipality,the Association will indemnify and save harmless the Municipality.and the "Landlord's Employees" (as defined in the Lease)from and against all liabilities,actions, proceedings, damages,claim,losses and expenses that the Municipality may incur or suffer in the same manner and to the same extent as is set out in paragraph 6.5 of the Lease provided that the Association's actions or omissions which cause or give rise to the duty to indemnify and save harmless the Municipality shall have occurred prior to the effective date.of the surrender of the Lease to the Municipality. (b). In addition, the Association will indemnify and save harmless the Municipality from and against all liabilities,actions,proceedings, damages,claims, losses and expenses arising out of or caused by the breach by the Association of any of its duties as "Landlord"under either or both of the sub-leases and licenses to.Durham Community Care and the Lions Club,respectively. The Association's acts or omission which cause or give rise to such breach shall have occurred prior to the effective date of the surrender of the Lease to the Municipality by the Association. ATTACHMENT"A" Schedule "B" 4 Statements of Intentions 4. The Council of the Municipality hereby states its present intention without in any way fettering either it or a successor Council in the exercise of its legislative powers,that:. (i) It will pass a By-Law to establish a community recreation centre for and appoint a committee of management("Clarington Beech Centre Board")to manage and operate the land referred to in RecitaYA and the Clarington Beech Centre, subject to the sub-leases and licenses of portions thereof to Durham Community Care and the Lions Club,. respectively,and the Tennis Courts Lease; (ii) The By-Laws will provide that the Clarington Beech Centre Board will consist of seven(7)members of whom five(5)shall be appointed by Council from the members of the board of directors of the.Association, after Council first consults the board of directors,and two(2)shall be members of Council; (iii) The By-Law will authorize the Clarington Beech Centre Board to permit the . Association to occupy the portion of the building known as Clarington Beech Centre under occupancy permits that are consistent with the intent of the Lease, for a nominal charge,provided that the terms of occupancy permits previously issued to the Association have been complied with by the Association; (iv) The By-Law will provide for the delegation by the Municipality to the Clarington Beech Centre Board of responsibility on behalf of the Municipality'forthe maintenance and operation of the lands referred to in Recital A and the Clarington Beech Centre in a manner that is consistent with the provisions of the Community Recreation Centres Act and the rights and responsibilities of the parties to the sub-leases and licenses to Durham Community Care and the Lions Club,respectively,as well as the parties to the Bowmanville Tennis Court Lease; (v) If the sub-leases and licenses to the Durham Community Care and/or the Lions Club are terminated,the Municipality will consult with the board of directors of the Association before deciding whether the use of the portions of the Clarington Beech Centre now in their possession should be made available to the Association by the issuance of occupancy permits to it by the Clarington Beech Centre Board pursuant to paragraph 4(iii); (vi) The Municipality will consult with the board of directors of the Association before deciding to refrain from terminating the sub-lease and license to the Lions Club pursuant to the right to do so which is contained in the sub-lease and license; (vii) The Municipality will consult with the board of directors of the Association before deciding to negotiate a renewal of the sub-lease and license to Durham Community Care;and ATTACHMENT"A" Schedule"B" 5 (viii) While the provisions of the sub-leases and licenses to Durham Community Care and the Lions Club continue in effect,the rent payable under them will be paid to the Municipality.These funds will be used to offset monies payable by the Municipality to the Association pursuant to an intended contract for the provision by the Association to the Clarington Beech Centre Board of management services to be described in the contract for the term of such contract. Effective Period 5. The provisions of the Memorandum of Understanding,except paragraph 2(a),2(b) and 3(a) shall terminate and have no further effect on September 30,2008. No Partnership, etc. 6. This Memorandum of Understanding is not intended nor shall it have the effect of establishing a partnership or joint venture of any kind between the parties to it or between the Clarington Beech Centre Board and the Association. PST and GST 7. The Association shall be responsible for the payment of Sales Taxes and.Goods and Services Tax where applicable,in respect of goods and services sold by the Association. Debts " 8. The Association acknowledges and agrees that the Municipality shall not be responsible for any debts incurred by the Association or by any person for whose conduct the Association is responsible in law. The Association shall not represent or suffer or permit anyone to represent to any person that the Municipality will be responsible for payment of any debt incurred or to be incurred by the Association. Parties to Act in Good Faith 9. The Parties shall act in good faith in exercising their respective rights and in performing their respective duties under this Memorandum of Understanding. Director of Operations 10. The Municipality's Director of Operations, on behalf of the Municipality and the Clarington Beech Centre Board, shall be responsible for reviewing the Association's compliance or non-compliance with the provisions of this Memorandum of Understanding and any occupancy permits issued by the Association. ATTACHMENT"A" Schedule "B" 6 Municipality's or Association's Issues 11. The Association may appear as a disputant at meetings of•the Municipality's Council or its General Purpose and Administration Committee,provided that the Municipality's Rules of Procedures in that regard are complied with. The Municipality and the Association shall act cooperatively and in good faith to resolve expeditiously issues that the Municipality,the Municipality's Director of Operations or the Association may raise. At all times the Clarington Beech Centre Board,the Municipality's Director of Operations and the Association shall receive complaints or suggestions respecting the Clarington Beech Centre or the lands referred to in Schedule"A" and their operation and use courteously and seek to address them efficiently. Rules Resardine Use of Premises 12. The Clarington Beech Centre Board from time to time may give the Association written notice of rules regarding the use of the lands referred to in Schedule"A"and the Clarington Beech Centre, which shall be deemed to be part of this Memorandum of Understanding as if contained in it. The Association agrees to comply with such rules. Smoke Free 13. The Association shall not permit or suffer any person to smoke a tobacco product anywhere in the Clarington Beech Centre. Enurement.etc. 14. This Memorandum of Understanding shall be binding upon the Association,its successors,assigns and members and the Municipality,its successors and assigns. However,while this Memorandum of Understanding shall enure to the benefit of the Municipality,its successors and assigns,it shall enure only to the benefit of the Association and not to the Association's successors and assigns. Time of Essence 15. Time shall be of the essence of this Memorandum of Understanding in all respects and in every part of it. Seyerability 16. If any provision of this Memorandum of Understanding or part thereof is to any extent held or declared invalid,unenforceable or illegal,the remainder continues to be applicable to and enforceable by the parties. ATTACHMENT"A" Schedule "B" 7 Authority to Make Agreement 17. The parties acknowledge and agree that the Municipality has authority to enter into this Memorandum of Understanding,that every provision is authorized by the law and is fully enforceable by the parties, and that this Memorandum of Understanding is made by the Municipality in reliance on the acknowledgement and agreement of the parties as aforesaid. Counterpart 18. This Memorandum of Understanding may be executed in counterpart by each of the• parties hereto. IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written and the parties hereto have hereunto affixed their corporate seals by the hands of their proper officers duly authorized in that behalf. CLARINGTON OLDER ADULT ASSOCIATION Per: Name: Title: Per:' i e: Ti • THE C O TION OF THE IP TY L GTON John M o , a r atti L. 'cipal Clerk ATTACHMENT"A" a Schedule "B" Ui o w x N F - 4 � Q M- YT Q - i i07N ! i ---•-------0 i xi -------- . . _ 1 �s �s Hill fit .......... i I ' 1� s i , IpWOGy •I/LL9IIfi I 1'� i-) L 2 :_ lkiklkl� _ coon a ©[[ 0 0 3 °�I■I I � mill,a- CTV ���r—s..►�. 0 ■rriw Ch d @a W IVA o ,. -+..�---.—� � m��na�-i • I � to IIIL••_ _ i i ��'7f� j [1�����.I•a`I1'llllll .�I��i��� �II ' _ ti rul , .. 1 n �- r Minn• _ II, a � ' d ATTACHMENT"A" Schedule "B" • tai ! i ! �� �ti: ►� , EE � e p 3' { { ! (•s9 10 1� � n n Hv22 . 1 N D "d!�- Of X11 r 0. Uj �l I —•- — -IiilEf�t': Y it•a!t I � � •� �• _ —, �lit�r I Wit= '�l �i1�1 � � '� �� I' B� 1 1f BBBB 1 13 �t ♦ ) • U I � _� ?�.•- , � �... Vii•; , � 7 ,i ---------- — I r �I I I �zz io—r I A 9 cLI'S �C !! s 9 Ito . i �ca .;'� e� �{iii � � ! � �Its • ��1 � � . �1 ATTACHMENT T" THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON By-Law 2011-XX APPENDIX "B" Being a bylaw to establish a Municipal Services Board to provide social and recreational opportunities to the Older Adults of Clarington through the operation of the Clarington Older Adult Centre and to repeal By-law 2001-216. WHEREAS Section 196 of the Municipal Act, 2001 authorizes the Council of a Municipality to establish Municipal Services Boards; AND WHEREAS Section 198 of the Municipal Act, 2001 provides that a municipality may give a Municipal Services Board the control and Management of such services and activities of the municipality as the municipality considers appropriate and shall do so by delegating the powers and duties of the municipality to the Board. NOW THEREFORE the Council of the Corporation of the Municipality of Clarington HEREBY ENACTS as follows: 1. Location: THAT the building and grounds at 26 Beech Avenue, in the Municipality of Clarington (Town of Bowmanville) will be known as the Clarington Beech Centre; 2. Board of Mana,eq ment: The name of the organization shall be "CLARINGTON OLDER ADULT CENTRE BOARD" (COAC Board) previously known as 'The Clarington Older Adult Association' (COAA). This latter name may continue to be used as a general descriptor for and by the membership. a) Composition THAT the CLARINGTON OLDER ADULT CENTRE BOARD shall be established to manage the Clarington Beech Centre and related satellite programs: The affairs of the organization shall be governed by a board of up to 11 directors, one of whom shall be the immediate Past President. If there is no past President or if the immediate past President ceases to be a member of the COAC Board or chooses not to be a director, the board shall consist of up to ten directors. Two of the directors will be Council members appointed by the Municipality of Clarington. 1 of 8 ATTACHMENT"B" The Community Services Department shall assign a representative of who will act as a staff liaison to the Clarington Older Adult Centre Board. As the Municipal staff liaison this individual will attend Board meetings as a resource and a non-voting participant. The Clarington Older Adult Centre Board Executive Director is an employee of the Board that is expected to attend Board meetings as a non-voting participant. The Board is accountable to Council for all aspects of operating, capital and legal operations. The Board will at all times act in accordance with any and all legislation affecting the Board, its employees, its operations and all its actions. b) Election Process & Termination Each director shall be a member; support the objectives of the COAC Board; not be an un-discharged bankrupt or a mentally incompetent person; and meet the criteria set out in Section 6.02, 6.04 and 9.01 of the Clarington Older Adult Centre Board By-law No. 1. If a person ceases to be qualified by the COAC By-law criteria set out in 6.02 (a), 6.04 and 9.01 therein, that person ceases to be a director. The members of the COAC Board may, by resolution passed by at least two thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his/her term of office and may, by majority of the votes cast at such a meeting, elect any member in his or her stead. Any individual interested in being nominated to the board as a director to the Clarington Older Adult Centre Board should have been a member of the COAA for a minimum period of one (1) year preceding the nomination process. All members of the Board except the two municipal representatives shall be elected by the membership at the annual general meeting of members, each for a period of a two-year term for a maximum of six (6) years. The two-year terms shall be staggered so that half of the board shall stand for election annually. Vacancies shall be filled by resolution of the Board as required. In the event a director does not complete the two-year term, a new director may be appointed for the remainder of the unfinished term. This new director shall then be deemed to complete the remainder of the available term. Written nominations accompanied by a resume moved and seconded by three members, shall be received submitted, in a sealed envelope, to the chair of the nominating committee at least one month (30 days) prior to the annual meeting. 2 of 8 ATTACHMENT"B" The nominating committee will open the nominations after closing date to receive nominations. All nominees meeting qualifying criteria shall be on the ballot for the annual meeting. No nominations will be accepted from the floor at the general meeting. Members must be in attendance at the annual general meeting to cast a ballot. No proxy votes will be accepted. c) Vacancy Any changes to the Board composition/membership will be forwarded to Council for ratification of the new member appointment in accordance with the Municipal Act as soon as reasonably possible. d) Remuneration The directors shall serve as such without remuneration, excluding Clarington Older Adult Centre Board expenses. A director may be paid for pre-approved instructor fees relating to course instruction costs that he or she may teach to members of the COAC Board. e) Quorum The majority of the members of the Board constitute a quorum. 3. Conflict of Interest A director shall declare a conflict of interest if he/she or any member of his/her family has a pecuniary or personal interest in a matter before the board. The director shall disclose the reason for the conflict and at the discretion of the board will absent him/her from voting and/or the meeting. The conflict of interest and any subsequent action by the board will be recorded in the minutes of the meeting. The Board shall be governed by the Municipal Conflict of Interest Act. No employee or member of Council shall have any contract, other than employment, with the Board or be pecuniary interested directly or indirectly in any contract work relating to the operations or functions of the Board. 4. Purchasing and Contracts a) Procurement In accordance with the Municipal Act Section 270 (2) the Board shall by resolution, adopt procurement policies. The Municipal purchasing by-law may be used as adapted by the Board to the specific requirements of the Beech Centre. 3 of 8 ATTACHMENT"B" b) Contracts/Agreements/Leases Other than for normal operating or Administrative processes, the Board will not enter any contract, or agreement which has the potential to commit funds, oblige, or encumber the Municipality without prior written Council approval, or specific approval detailed by resolution in the annual budget process. 5. Board Mandate Subject to such limitations and restrictions as Council may from time to time impose by bylaw or resolution, the Board may: a) Meeting Fix the times and places for meetings of the Board and the mode of calling and conducting the meetings and make regulations governing the conduct of its members and employees. b) Chair/Committees Elect a President, Vice President, 2"d Vice President, Treasurer, Secretary and committee chairs as determined necessary by the Board, all of whom shall hold office at the pleasure of the Board or for such period as the Board may prescribe. c) Employment (Hire & Termination) Employ such full time and part time persons, prescribe their duties and fix their salaries and other benefits of employment as the Board considers to be necessary and appropriate, provided that: (i) Salaries, Benefits, and Performance Appraisals: The Board shall by resolution, adopt hiring policies with respect to hiring of its employees and shall be responsible to abide by all applicable laws governing employment practices. (ii) COAC employees are not considered Municipal employees, or have any claim on the Municipality for any employment actions or decisions by the Board or its Employees. Annual Board recommended increases for salary or performance that are within the Council approved budget, will only need to be detailed in the budget estimates, for approval. d) Hours of Operation Fix the hours when the Clarington Beech Centre shall be open to the public and required payment of fees or charges for admission thereto or the use thereof and prescribe such fees and charges. 4of8 ATTACHMENT"B" e) Admission Adopt policy for rules for the use of the Centre and for the admission thereto or the use thereof and prescribe such fees and charges. f) Sales Sell within the Centre souvenirs, crafts, baked goods and refreshments at such prices as the Board may decide. g) Publications Produce, copy and distribute publications and documents related to the older adults of the Municipality. h) Volunteer Groups Encourage and develop volunteer groups to assist in the further development of the Clarington Older Adult Centre Board matters within the Municipality. 6. Meetings a) Public The meetings of the Board shall be open to the public, in accordance with Section 239(2) of the Municipal Act and no person shall be excluded there from except for improper conduct. b) Records The Board shall keep minutes of its meetings and all books papers and documents used in and pertaining to the business of the Board and all such minutes, books, papers and documents shall be open to the members of Council and to any other person or persons appointed for that purpose by Council in accordance with the Municipal Freedom of Information and Protection of Privacy Act. The minutes of all Board meetings are to be submitted to the Municipal Clerk within ten (10) business days following the meeting. 7. Finance a) Budget The Board shall on or before the 1 st day of February in each year prepare and submit to Council an estimate of its financial requirements for the ensuing financial year and the Municipal Director of Finance shall pay to the Board out of the moneys appropriated for it by Council such amounts as maybe requisitioned from time to time or shall pay the accounts approved by the Board directly in respect to and to the limitations of the approved budget revenues and appropriation. The Board will 5 of 8 ATTACHMENT"B" only use those funds for the purposes indentified in its estimate of its financial requirements approved by Council b) Debt The Board shall not incur any debt or long term financial obligation without the prior written approval of Council 8. Donations The Board shall keep distinct and regular accounts of its receipts (including any private donations received by it and the terms, if any, upon which such donations were made) payments credits and liabilities. All receipts for tax purposes must be issued in accordance with the requirements of the Canada Revenue Agency. 9. Audit The accounts and transactions of the Board shall be audited by the Municipal Auditor in the same manner as the accounts of the Municipality and all minutes, books, records, documents, transactions, accounts and vouchers of the Board shall be open to the Auditor's inspection at all times. Immediately after its accounts and transactions have been audited the Board shall submit the audited statement together with an annual report of its affairs to Council. 10. Centre Development Fund The Board may, with the approval of Council, establish a Centre Development Fund, into which donations and net revenues, if any, may be placed for future Centre .development projects and may apply any private donations in such manner as it deems advisable but not inconsistent with the terms upon which any amount was donated. Any funds intended for purposes beyond the calendar year will be automatically turned over to the Municipality prior to December 31St of the year of receipt of funds, for deposit into Municipal accounts identified for Clarington Older Adult Centre Board purposes with the exception of the funds required by the Board for on-going operational requirements, and will be maintained by the Municipality's Director of Finance. Original documents will be turned over to the Municipality upon receipt by the Board. The Board will notify the Director of Finance of all such funds received and the Director of Finance will provide a status report semi-annually on reserve fund activities. 6 of 8 ATTACHMENT"B" 11.Assets A physical or tangible asset used, assigned, donated or acquired by the Board is the property of the Municipality. Any Asset acquired must be registered with the Municipality immediately upon receipt. 12. Legacy Funds All legacy funds are to be forwarded within 10 business days after receipt by the Clarington Older Adult Centre Board, to the Municipality along with all original documentation supporting such bequests. Funds will be invested on the Clarington Older Adult Centre Board's behalf and accessible by request of the Board, based on the specific requirements of the will or based on Council's approval of projects identified for the use of such funds, as applicable. 13. Insurance and Risk Management As the Board is a Board of Council, insurance protection is provided to the Board, its employees, and volunteers under the Municipality's Master Insurance Policy terms and conditions. The Board or its employees shall forward to the Director of Finance appropriate documentation of all claims or potential claims. The Board shall undertake all its activities keeping in mind general risk management practices in order to prevent or minimize claims, injuries or damages. 14. Clarington Beech Centre The Board shall provide daily maintenance from an operational perspective including but not limited to custodial care, snow clearing and elevator maintenance, and in consultation with the Director of Operations, plan and provide for any internal improvements to the building. The Municipality is responsible for the building envelope and physical plant through its annual budget process. The Board or its employees shall not physically alter or contract to alter any physical aspect of the building or grounds without written approval of the Municipality. The Board will be responsible to ensure the well being and safety of their staff, volunteers and public while the Building is in use. 7 of 8 By-Law #2001-216, is hereby repealed. By-Law read a first time this xx day of xxxx, 2011 By-Law read a second time this xx day of xxx, 2011 By-Law read a third time and finally passed this xx of xxxx, 2011 Adrian Foster, Mayor Patti L. Barrie, Municipal Clerk 8 of 8