VHCC Documents 0001

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J AGENDAITEM #7 iiil

SERVICES AGREEMENTTHIS AGREEMENT made as of the o day of l, 2008

BETWEEN:TEE VAUGHAN HEALTH CARE FOIII\IDATION(the ToundationJ

-and-VAUGHAN EF'.ALTH CAMPUS OF CARE(the "Service Provider)

Backsound

A. The Foundation requires the slrills and expertise of the Service hovider to perform theServices, as more particularly described in Schedule "A".B. The Service hovider wishes to perform the Services on the tems and conditions in thisAgreement.

FORVALITE RECEI\{ED, theparties agree as follows:1. Engagementa) The Foundation eqgages the Service Prrovider, and the Service Provider agrces tobe so engaged, as an independent contractor to the Foundation in accordance withthe tems and conditions 6f thi.c Agreement.

b) The Service hovider shall be dircctty accountable to the Foundation's ExecutiveDfuector.- F { -z-- ff,ii.-y#f# fffi} #:fffiFi: (i;J13:1i*3{-H"$HffiJ-HoqfitP*H--"U

perfonn such Services at all times:

a) in furtherance of the Foundation's objects and charitable activities;t{-J L\ :- -^^r r^:al :- a.rr ^^--r:^-^^ *,:3lTl b) in good faith, intull compliance with all applicable laws; and(6 c) in a conscientious and professional manner to the best of its skill arvr knowledge,F-i with the competence of professionals pnrviding similar services./1F-{TOR-A2G298140d4

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^ IDraft: March21' 20081-L-3. Fees. In considdration of the Services to be provided by the Service Prrovider, theFoundation a$ees to provide the Service Provider with agteed upon quartedy instalnaentsof funds which the Service Provider shall use to provide the Services and to pay to the

Service Pr:ovider the dirrect and indirect costs on a sost rccovery basis. The fees shall beestimated based upon an annual budget approved by the Foundation (the "AnnualBudget). The Quarterly Prrogress Reports shdt identify any surplus or deficit based onthe Amual Budget and the fees paid to the Service hovider for the subsequent quartersshdl be adjusted accordingly. All federal aod provincial sales bxes (GST/PSQ arcexcluded and sball be shown separately on the Service hoviderb invoice, if applicable.The Service hovider agees to provide its GST Regisfiation Number to the Foundation,if applicable. The Service hovideragrees not to charge the Foundation any late pa)mentcharges should the parties be in dispute overthe conectness of an invoice.

[NTD: The imposition of the Semice Provider in the supply eluin coald resak in additionalnon*reditable GSTif:- the Seryice Provider pays GST but does not charge it to tltc Founddian, i.e, ifthe Semice Prwider is making nt exempt suppll @ttd is, therefote, not eligibhto claim inpd tar qedits);- the Semiee hovider is not eligiblc for afuA or partial rebale of GST paid oninputs to its suppliers; md- the Foundation would othenvise (i.e" if acqubing supplies ilirectly ftomsupplicrs, not through the Semice hovidcr) be eligible for a full or partialrebate of GSTpaid on inpats to its snpplicrs,In order to provide a rnore defmitive Tesponse, we will lwve a GST Lawyer raicw tlu dr&agreement on Mondq md the relevant Parts of Schehde V to Pmt E of the Ercise Tax Act(Canada)JExpenses, The Service Prrovider will also be reimbursed for all reasonable and actualexpenses incurred by it in connection with providing the Services, provided tbatappropriate receipts accompany the request for reimbursemenf.Payment Terms. The Foundation shall pay amounts owing to the Service hoviderunderthis Agreemenn inthe mannerdescribed in Schedule "8".Conlldenfiality.a) The Service Provider agees tbat, except as required to perfom the Services orwith the prior written approval of the Foundation, it will not disclose to anyperson, firm, corporation or other entity any Confidential Infomation that belongsto the Foundation and that becomes known to the Service Provider as a result ofits involvement with the Foundation in connection with this Agreement. Thisobligation survives the temination or expiration of this Ageement. At thetermination or expiration of this Agreement, the Formdation may requirc therchrm of any Confialential Infornaation prrrvided by the Foundation to the SenicePrrovider.b) 'Confidential Infounation' of the Foundalion means all infomation and data, inwhatever media or form, whether written or oral, that is directly or indirecflydisciosed to the Service Provider under this Agreement, including but not limitd

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SCHT''DIILE 53AttTHE SERVICESBACKGROUNDA. The Foundation shall retain direction and control over the fiuds provided to the ServiceProvider to complete the Services aod alt expenditures will further the Foundation'sformal puposes and constitute charitable activities thatthe Foundation canies on itself.B. The Sewices shall at all times be consistent with the objects of the Foundation as set outin its Irtten Patent dated January 16,2A04, and the objects of the Senriee Pnovider setout in its ktters Patent dated November 6,2N7.DESCRIPTION OF' SERVICES1. Research for the New Vaushar Hospital

The Service Provider shall co-ordinate the research and related activities required by theFoundation in.respect of complying with the master plaming and firnctional plenningpmcesses and requirements of the Ministy of Health and long-Term Care (AvIOHLTC) inrespect of obtaining Ontario govemment approval ftrom the new Hospital in Vaughan undersection 4 of the Public Hospitals lcf (Ontario) from the new hospital in Vaugfuan, and theLocai Health Integration Network.2. Advocacy

The Serviee hovider shall prcvide advocacy at the municipal level, both local and uppertiermr:nicipalities, for financial and other contributioas nnd to assist the Foundation in furtheringits objects and chadtable activities.3. Strategic Planning andResearch

The Service Prrovider shall assist the Foundation in researching and developing a strategicplan that will determine which hedth care facilities and services the Foundation should helpastablish or support to best meet tbe health care needs of the residents of the City ofVaugban.4. Retaining Consultants

The Service hovider sball bc entitled to rEtain consult'ants to assist the Sewice hvider-inprovitling the Services identified above.Supporting Health Care Service ProvidersThe Service Provider shall coordinate the management and (sub)leasing of a facility locatedat Jane and Rutherford in Toronto that is being established for health service providers.[NTD: to be confirmbd upon discussion wlth tax lawyer]

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The Vaughan Health Campus of CareProjected Operating Budget for 2008May to December 2008Estimated Revenue Projected to Gommence in Sept 08

Sub-lease Rent [email protected] sF 46,87546,875Expenses

Sa/aries** Administrator NB: $62.5K pro-rated for 8 monthsAssistant NB: $40K pro-rated for I monthsEmployee Benefits **15o/o of salariesProfessional feesLegal - GeneralBookkeeping *Shared resource between VHCF and VHCCHealth Planning - PeckhamAdvocacy and Communications - SussexPublii Awareness and AdvocacyAdvocacy Related CostsPartnership Development and Meetings

Office & General Office SuppliesPrinting & StationaryRent *90K pro-rated for 4 monthsTelephone & CommunicationsCourier & PostageMileage & ParkingUtilities (Electricity)lnsuranceAdvertisingBank Charges

Excess of revenue over expenses for the year--Fund-6-alancq beginning of yebr ---Fund balance, end ofyear

47,00426,7001 1055

50,00020,00025,00054,80020,00015,000

6,0005,00030,0002,0002,0002,0005,0003,00010,0002,000

-269,680

-269,680oProject Manager for Master Planning fees not included in budget


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The Vaughan Health Campus of CareProjected Operating Budget for 2009January to December 2009

Legal- General 50,000Bookkeeping *Shared resource between VHGF and VHCC 20,000Health Planning - Peckham 50,000Advocacy and Communications - Sussex 80,000Public Awareness and Advocacy

Estimated Revenue Projected for 2009 yearSub-lease Rent

ExpensesSa/aries* AdministratorAssistantEmployee BenefitsProfessional fees

Advocacy related costsPartnership Development and MeetingsOffice & GeneralOffice SuppliesPrinting & StationaryRentTelephone & CommunicationsCourier & PostageMileage & ParkingUtilities (Electricity)lnsuranceAdvertisingBank charges

6.25@30,000 sF

*$40K pro-rated for 8 months*15% of salaries

3540 SF @25.2515F

$ 187,500187,500

62,50040,00015375

20,00015,000

6,0005,00089,3855,0003,0002,00010,0003,00010,0002,000

Excess of revenue over expenses for the yearUnrestricted fund balance, beginning of year -275,760Unrestricted fund balance, end of year $ -275,760*Project Manager for Master Planning fees not included in budget


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SCHEDULE 664''OBJECTS OF THE VAUGHAN HEALTH SERVICES GROUPCORPORATIONS

Vaughan Health Campus of CareThe objects of Vaughan Health Campus of Care are as follows:(a) to co-ordinate the strategic establishment, management and operation ofhealth care facilities to serve the health care needs ofthe residents ofthe

Vaughan, Ontario area;(b) to co-ordinate the strategic development and establishment of medical,health and supportive programs and services in the Vaughan, Ontario area;(c) to coordinate and allocate resources among services and facilitiesestablished, operated or supported by the Corporation; and(d) to liaise with other charitable, educational or government agencies ororganizations in developing and operating medicaf health and supportiveprogrilms and facilities and services.The Vaughan Health Care FoundationThe objects of The Vaughan Health Care Foundation are:(a) to receive and maintain a fund or funds and to apply all or a part of theprincipal and income therefronq from time to time, for, or in respect of,establishing and/or supporting health care facilities and services in theCity of Vaughan and other charitable organizations, that are registeredcharities under the Income Tax Act (Canada), which provide health carefacilities or services in the Province of Ontario; and(b) to undertake research for the benefit of the public to determine how to bestmeet the health care needs of the residents of the City of Vaughan.Vaughan Community Health Centre CorporationThe objects of the Vaughan Community Health Centre Corporation are:(a) to provide primary health care, health promotion, illness preventionservices and community development services which focus on hard toreach groups and populations;

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(b)(c)

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to promote equity in access to health services and to strengthen the role ofthe individual and the community in health and health care delivery; andto encourage linkages among health services and with social and othercommunity services.

Vaughan Health Care ServicesThe objects of Vaughan Health Care Services are as follows:(a) to establish, equip, stafi maintaiq operate and conduct a health care

facility, including without limitation, active treatment programs andservices, complex continuing care, community health and wellnessprograrns, emergency services, out-patient services, rehabilitation andtherapeutic services;(b) to equip, operate and maintain laboratories, diagnostic imaging services,therapeutic and rehabilitation facilities, pharmacies, dispensaries and/orany other services incidental to a hospital;(c) to promote and carry on teaching and scientific research activities witheducational institutions related to the care of the sick and injured insofaras such teaching and research can be carried on in, or in connection with,the Corporation;(d) to undertake research programmes in connection with the prevention,treatment or rehabilitation of any sickness, i"j"ry or disease;(e) to participate in all phases of education pertaining to health care, includingthe education ofphysicians, dentists, nursing staff and other health carepersonnel;(D to promote and develop standards of health care administration andservice; and(g) to provide such other health care services as are required by thecommunities served by the Corporation in partnership with the AffiliateCorporation and other health service providers.

TOR A2C:3023320.6