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HomeMy WebLinkAbout13 111 S.M.A.R.T. Corporation Agreement (2013) By-law THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE KBT 1 sb ver __ ' /C / AIIiyOF KINGP�� BY —LAW NO. 2013 -111 BEING A BY -LAW TO ENTER INTO AN AGREEMENT WITH SAUGEEN MOBILITY AND REGIONAL TRANSIT CORPORATION (S.M.A.R.T.) WHEREAS pursuant to the Municipal Act, 2001, S.O. 2001, c.25 as amended Section 69 (2) authorizes a municipality to establish, operate and maintain a type • of passenger transportation system; AND WHEREAS Section 69 (2)(b) of the Municipal Act, 2001 authorizes a municipality to enter into an agreement granting a person the exclusive or non- exclusive right to establish, operate and maintain all or any type of a passenger transportation system within the municipality; AND WHEREAS Section 8(1) and 9 of the Municipal Act, 2001, S.O. 2001, c.25 as amended, provide that the powers of a municipality under this or any other Act shall be interpreted broadly so as to confer broad authority on the municipality to enable the municipality to govern its affairs as it considers appropriate and to enhance the municipality's ability to respond to municipal issues and has the capacity, rights, powers and privileges of a natural person for the purpose of exercising its authority under this or any other Act; AND WHEREAS Saugeen Mobility and Regional Transit operates a Disability Transportation System; AND WHEREAS the Municipality of Kincardine entered into an agreement with • Saugeen Mobility and Regional Transit by way of By -law No. 2011 — 023; AND WHEREAS on the 12 day of April, 2013 all parties reviewed the agreement and wished to enter into a consolidated agreement which would encompass the previous amending agreements approved by By -law No. 2011- 094, By -law No. 2012 -072, By -law No. 2012 -129 and By -law No. 2013 -044; AND WHEREAS the Council of The Corporation of the Municipality of Kincardine deems it advisable to enter into an agreement with Saugeen Mobility and Regional Transit; NOW THEREFORE the Council of The Corporation of the Municipality of Kincardine ENACTS as follows: 1. That The Corporation of the Municipality of Kincardine enter into an agreement with Saugeen Mobility and Regional Transit made the 12 day of April, 2013 and attached hereto as Schedule "A "; 2. That the Mayor and Chief Administrative Officer be authorized and directed to • execute, on behalf of the Council of The Corporation of the Municipality of Kincardine, the amending agreements with Saugeen Mobility and Regional Transit attached hereto as Schedule "A ". /2 Page 2 S.M.A.R.T. Corporation Agreement (2013) By -law By -law No. 2013 - 111 3. This By -law shall come into full force and effect upon its passage. 111 4. This By -law may be cited as the "S.M.A.R.T. Corporation Agreement (2013) By -law ". REA a FIRS d S OND time this 4 day of September, 2013. J Mayor Clerk READ THIRD . nd F ALLY PASSED this 4 day of September, 2013. el ..., ets ... -,,a. ity -4 Mayor Clerk III III III THIS AGREEMENT made this 12th day of April, 2013 BETWEEN: THE CORPORATION OF THE TOWN OF HANOVER Hereinafter called "Hanover" - and - THE CORPORATION OF THE MUNICIPALITY OF ARRAN - ELDERSLIE Hereinafter called "Arran - Elderslie" - and - THE CORPORATION OF THE MUNICIPALITY OF BROCKTON Hereinafter called "Brockton" - and - THE CORPORATION OF THE MUNICIPALITY OF KINCARDINE Hereinafter called "Kincardine" -and - THE CORPORATION OF THE MUNICIPALITY OF WEST GREY Hereinafter called "West Grey" -and - THE CORPORATION OF THE TOWNSHIP OF SOUTHGATE Hereinafter called "Southgate" -and - THE CORPORATION OF THE TOWNSHIP OF HURON - KINLOSS Hereinafter called "Huron - Kinloss" -and - THE CORPORATION OF THE TOWN OF SAUGEEN SHORES Hereinafter called "Saugeen Shores" -and- Page 2 of 10 SAUGEEN MOBILITY AND REGIONAL TRANSIT (S.M.A.R.T.) Hereinafter called " S.M.A.R.T" WHEREAS Section 69 of the Municipal Act, S.O. 2001, c.25, as amended, authorizes Municipalities to operate transportation systems; AND WHEREAS Section 20 of the Municipal Act, authorizes two or more Municipalities to enter into an Agreement to jointly provide for their joint benefit any matter which all have power to provide within their own boundaries; AND WHEREAS by letters patent dated the 23r day of December, 1980, the "Bruce, Grey and Huron Disability Transportation Corporation" was created; AND WHEREAS by an Application for Supplementary Letters Patent dated September 17 2009, said Corporation changed its name to "Saugeen Mobility and Regional Transit (S.M.A.R.T.) "; AND WHEREAS by an Application for Supplementary Letters Patent dated September 10, 2011, said Corporation changed it objectives as follows: "(a) To promote, supply and render services of a charitable nature to mentally and physically challenged persons and for the objects aforesaid: 1. To provide transportation services for mentally and physically challenged persons; 2. To purchase, lease or take in exchange, hire or otherwise acquire motor vehicles and operate the same to provide transportation services for mentally and physically challenged persons. 3. To purchase, lease or take in exchange, or otherwise acquire any real property that may be necessary to provide transportation facilities for mentally and physically challenged persons." AND WHEREAS the current and only Members of the Corporation are the parties hereto, each of whom has appointed a municipal representative, as their proxy and representative to attend all meetings of the Members; Page 3 of 10 AND WHEREAS said representatives have in turn appointed each other as Directors of the Corporation. AND WHEREAS the Corporation operates a Disability Transportation System as contemplated by Section 203 of the Municipal Act and Regulation 599/06; AND WHEREAS the parties wish to enter into this Agreement to provide for the continued operation and management of the Corporation which provides disability transportation services within their boundaries; NOW THIS AGREEMENT WITNESSETH that the parties, in consideration of the premises and the mutual covenants herein contained, hereto agree as follows: Obi ective 1.1 The purpose of this Agreement is to provide for the continued operation of the Corporation in accordance with the Corporation objects as set out in its Letters Patent dated December 23, 1980 and Supplementary Letters Patent dated June 10, 2011 and which state: "(a) To promote, supply and render services of a charitable nature to mentally and physically challenged persons and for the objects aforesaid: 1. To provide transportation services for mentally and physically challenged persons; 2. To purchase, lease or take in exchange, hire or otherwise acquire motor vehicles and operate the same to provide transportation services for mentally and physically challenged persons. 3. To purchase, lease or take in exchange, or otherwise acquire any real property that may be necessary to provide transportation facilities for mentally and physically challenged persons." Page 4 of 10 Members 2.1 To ensure the continued operation of the Corporation as set out in paragraph 1.1 above, each of the parties hereto, who are the only Members of the Corporation, in accordance with Section 17 of By -Law #3 as amended from time to time shall appoint as their proxy and representative a Municipal Councillor, Mayor, Municipal staff member or other community member as its representative to attend all meetings of Members of the Corporation. And in addition thereto, each Member shall appoint an alternate from one of the aforesaid to attend meetings of the Members in the event the person initially appointed is unable to attend said meetings. Directors Direr 3.1 The Members' representatives referred to in paragraph 2.1 shall in turn elect each other as Directors to the Corporation Board of Directors to hold a term of office for a term in accordance with paragraph 3 of By -Law #3 as amended to time to time. In the event said Director cannot attend a meeting of the Directors then the alternate referred in paragraph 2.1 shall attend in his or her place. 3.2 The total number of directors shall be a maximum of 8, unless another Municipality becomes a party to this agreement in which case the number of Directors shall increase from 8 to 9. The number of Directors shall increase by one for each additional Municipal Corporation that becomes a Member of the Corporation. Policy Development: 4.1 It shall be the responsibility of the Directors to ensure that proper operational policies and manuals are developed and approved by the Board including but not limited to policies for financial records and reporting, insurance, accessibility, workplace violence and harassment, employment and harassment. Page 5of10 Assets 5.1 The parties acknowledge that the assets of the Corporation including but not limited to vehicles, lifts, office furniture, equipment and supplies belong to the Corporation and in the event one of the parties hereto ceases to be a Member of the Corporation, that Member shall not be entitled to any share of the assets or the value of any share of assets owned by the Corporation. Said assets shall remain the absolute property of the Corporation. 5.2 The parties acknowledge that if the Corporation ceases to operate, said assets shall be disposed of in accordance with the Corporation's Letters Patent as amended from time to time. Host Municipality 6.1 The parties hereto agree that The Corporation of the Town of Hanover shall act as the "Host Municipality" for the receipt of funding in accordance with the Ministry of Transportation's Letter Agreement dated April 3 2009 between the aforesaid Ministry and Hanover which Letter Agreement was approved by the Town of Hanover Bylaw #2644 -09. A copy of said Bylaw and Letter Agreement are attached hereto as Schedule "A ". 6.2 The Host Municipality shall be compensated for its administrative costs associated with its responsibilities set out in paragraph 6.1 above based on a payment of 0.25% of the yearly Provincial Gas Tax allotment received on behalf of the S.M.A.R.T. 6.3 The Host Municipality shall provide to the Corporation, its Directors and Members a statement of activities for the "Gas Tax Reserve" administered on behalf of the Corporation. This statement shall be provided annually on or before November 30 of each and every year. 6.4 The Host Municipality shall have its Financial Records maintained pursuant to paragraph 6.3 above audited by its Municipal's Auditors and shall provide a copy of the report to each party to this Agreement. Page 6 of 10 Cost Sharing 7.1 Each Municipality to this Agreement shall pass the necessary By -Law and execute such further and other documents as are necessary so that its annual partnership funding commitment shall be paid directly to the Corporation in two annual installments. Said funding installments shall be received by the Corporation no later than March 31 and June 30 in each fiscal year. 7.2 Municipalities more than four (4) months in arrears of partnership funding shall have their voting privileges suspended and in the discretion of the remaining Directors of the Corporation, the Corporation may suspend or terminate services to the Municipality in question. Prior to such suspension of services, the Board may request the Mayor of the Municipality to attend a meeting of the Board of Directors to review and resolve the issue. 7.3 The Parties shall share the cost of the operation of the Corporation based on the funding formally used by the Ministry of Transportation for the Public Transportation Programs which, as of the date hereof, is currently 70% ridership and 30% population. 7.4 A "Ride" is defined as one person being transported from one point to another. A "Return Trip" is two "rides ". A "Return Group Excursion" is the number of passengers multiplied by two. 7.5 The Corporation shall maintain accurate ridership statistics in order to establish annual municipal contribution amounts. Addition of New Members 8.1 If any other Municipality wishes to become a Member of the Corporation, they may apply to the Directors in accordance with paragraph 17 of By -Law #3 as amended from time to time. 8.2 If the Directors approve the Application for Membership, it shall be conditional upon the applying Municipality agreeing to be bound by the terms of this Agreement and the parties agreeing to a new cost sharing calculation for the balance of the fiscal year. Page 7 of 10 Withdrawal of a Member 9.1 No Member shall withdraw or resign as a Member of the Corporation without giving written notice to the parties hereto and the Corporation which notice shall be effective on December 31' of the year following the year in which notice was given (ie a notice given in 2013 will take effect on December 31, 2014). Said Member shall be obligated to pay its proportionate share of the operating costs of the Corporation until the effective date of its withdrawal. Audit 10.1 Said auditor shall at the following annual meeting present to the Members audited financial statements for the Corporation's fiscal year end in question as required by Section 96(2) of the Corporations Act. Notice 11.1 Any notice required to be sent or served pursuant to this Agreement may be sent by registered mail addressed to each of the parties hereto at their address shown hereunder or the respective facsimile numbers as set out hereunder. Any notice sent by registered mail shall be deemed to be received five (5) days after it was mailed. Any notice sent by facsimile shall be deemed to be received at 9am on the following business day. The Corporation of the Town of Hanover 341 -10 Street, Hanover, Ontario N4N 1P5 Facsimile: 519- 364 -6456 The Corporation of the Municipality of Arran - Elderslie 1925 Bruce Road, Box 70, Chesley, Ontario NOG 1L0 Facsimile: 519-363-2203 The Corporation of the Municipality of Brockton 100 Scott Street, Box 68, Walkerton, Ontario NOG 2V0 • Page 8of10 Facsimile: 519- 881 -2991 The Corporation of the Municipality of Kincardine 1475 Conc. 5, R.R. #5, Kincardine, Ontario N2Z 2X6 Facsimile: 519- 396 -8288 The Corporation of the Municipality of West Grey Fire #402813 Grey Road 4, R.R. #2, Durham, Ontario NOG 1R0 Facsimile: 519- 369 -5962 The Corporation of the Township of Southgate 185667 Grey Road 9, RR 1 Dundalk, ON NOC 1B0 Facsimile: 519- 923 -9262 The Corporation of the Township of Huron - Kinloss 21 Queen Street, PO Box 130, Ripley, ON NOG 2R0 Facsimile: 519 -395 -4107 The Corporation of the Town of Saugeen Shores PO Box 820, 600 Tomlinson Drive, Port Elgin, Ontario NOH 2C0. Facsimile: 519- 832 -2140 Arbitration 12.1 The parties agree that if any dispute arises in connection with any of the provisions herein contained between any of the parties hereto that such disputes shall be resolved by binding arbitration pursuant to the provisions of the Arbitrations Act of Ontario, S.O. 1991, Chapter 17 as amended. Review 13.1 This Agreement shall be reviewed annually by the parties on or before the 30th day of June of each and every year commencing June 30, 2014 with any amendment to be effective January 1 of the following year unless otherwise agreed to. • , • Page 9 of 10 S.M.A.R.T. 14.1 S.M.A.R.T. acknowledges the terms of this Agreement and agrees to be bound by the same. IN WITNESS WHEREOF the parties hereto have affixed their corporate seals attested by their authorized officers in that behalf. SIGNED, SEALED AND DELIVERED in the presence of: THE CORPORATION 0 THE TOWN OF HANOVER Per: A , /.. 1 iJ L. 1 . or Per: Chief "'dm' istrative Officer THE CORPORATION OF THE MUNICIP Y P ARRAN - ELDERSLIE Per ��`� -t Miter /— Per: 0� THE CORPORATION OF THE MUNICIPALITY OF BROCKTON Per: t • I � Pe filo , 0 it,I.cigI hief Admi strative 0 } er THE CORPORATION OF THE M # IPA 1 ° ARDINE P AMP - Ma o, Per: , s Chief Administrative Officer Page 10 of 10 THE CORPORATION OF THE MUNICIPAL OF WEST GREY Per: /% ayor er: Chief Administrative Officer THE CORPORATION OF THE TOWNSHIP OF SOUTHGATE Per: Per: Chief Administrative Officer THE CORPORATION OF THE TOWNSHIP OF HURON - KINLOSS Per: Mayor Per: ida /O:. Chief Administrative Officer THE CORPORATION OF THE TOWN OF SAUGEEN SHORES Per: ayor 0 - - CLERK SAUGEEN MOBILITY AND REGIONAL TRANSIT (S.M.A.R.T.) Per: Director. Per: A ,/ '�.. Dire tor