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AGENDAITEM #7

iii

SERVICES AGREEMENT

THIS AGREEMENT made

BETWEEN:

as of

the o day of

l,

2008

TEE VAUGHAN HEALTH CARE FOIII\IDATION (the ToundationJ

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

Backsound

A. B.

The Foundation requires the slrills and expertise of the Service hovider to perform the
Services, as more particularly described in Schedule

"A".

The Service hovider wishes to perform the Services on the tems and conditions in this Agreement.

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FORVALITE RECEI\{ED, theparties

agree as follows:

1.

Engagement

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a) b)

The Foundation eqgages the Service Prrovider, and the Service Provider agrces to be so engaged, as an independent contractor to the Foundation in accordance with the tems and conditions 6f thi.c Agreement.

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The Service hovider shall be dircctty accountable to the Foundation's Executive

Dfuector.

-z-- ff,ii.-y#f# fffi} #:fffiFi: (i;J13:1i*3{-H"$HffiJ-HoqfitP*H-perfonn such Services at all times:

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a)
b) c)
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in furtherance of the Foundation's objects and charitable activities;

:- -^^r faith, :- a.rr ^^--r:^-^^ in good r^:al intull compliance *,:3 all applicable laws; and with

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in a conscientious and professional manner to the best of its skill arvr knowledge, with the competence of professionals pnrviding similar services.

TOR-A2G298140d4

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IDraft: March21'

20081

3.

Fees. In considdration of the Services to be provided by the Service Prrovider,

the

Foundation a$ees to provide the Service Provider with agteed upon quartedy instalnaents of 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 be estimated based upon an annual budget approved by the Foundation (the "Annual Budget). The Quarterly Prrogress Reports shdt identify any surplus or deficit based on the Amual Budget and the fees paid to the Service hovider for the subsequent quarters shdl be adjusted accordingly. All federal aod provincial sales bxes (GST/PSQ arc excluded 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)ment charges should the parties be in dispute overthe conectness of an invoice.
Semice Provider

[NTD: The imposition of the non*reditable GSTif:

in the supply eluin coald resak in additional

- the Seryice Provider pays GST but does not charge it to tltc Founddian, i.e, the Semice Prwider is making nt exempt suppll @ttd is, therefote, not eligibh

if

would othenvise (i.e" if acqubing supplies ilirectly ftom supplicrs, not through the Semice hovidcr) be eligible for a full or partial rebate of GST paid 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)J

to claim inpd tar qedits); - the Semiee hovider is not eligiblc inputs to its suppliers; md

for afuA or partial rebale of

GST

paid on

- the Foundation

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bo

4.

Expenses, The Service Prrovider will also be reimbursed for all reasonable and actual expenses incurred by it in connection with providing the Services, provided tbat appropriate receipts accompany the request for reimbursemenf. Payment Terms. The Foundation shall pay amounts owing to the Service hovider underthis Agreemenn inthe mannerdescribed in Schedule "8". Conlldenfiality.

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The Service Provider agees tbat, except as required to perfom the Services or with the prior written approval of the Foundation, it will not disclose to any person, firm, corporation or other entity any Confidential Infomation that belongs to the Foundation and that becomes known to the Service Provider as a result of its involvement with the Foundation in connection with this Agreement. This obligation survives the temination or expiration of this Ageement. At the termination or expiration of this Agreement, the Formdation may requirc the rchrm of any Confialential Infornaation prrrvided by the Foundation to the Senice
Prrovider.

b)
TOR-.{2G:2981406.4

'Confidential Infounation' of the Foundalion means all infomation and data, in whatever media or form, whether written or oral, that is directly or indirecfly disciosed to the Service Provider under this Agreement, including but not limitd

IDuS:

March 20,2008]

SCHT''DIILE 53Att THE SERVICES

BACKGROUND

A. B.

The Foundation shall retain direction and control over the fiuds provided to the Service Provider to complete the Services aod alt expenditures will further the Foundation's formal puposes and constitute charitable activities thatthe Foundation canies on itself. The Sewices shall at all times be consistent with the objects of the Foundation as set out in its Irtten Patent dated January 16,2A04, and the objects of the Senriee Pnovider set out in its ktters Patent dated November 6,2N7.

DESCRIPTION OF' SERVICES

1.

Research for the New Vaushar Hospital

The Service Provider shall co-ordinate the research and related activities required by the Foundation in.respect of complying with the master plaming and firnctional plenning pmcesses and requirements of the Ministy of Health and long-Term Care (AvIOHLTC) in respect of obtaining Ontario govemment approval ftrom the new Hospital in Vaughan under section 4 of the Public Hospitals lcf (Ontario) from the new hospital in Vaugfuan, and the Locai Health Integration Network.

2.

Advocacy
The Serviee hovider shall prcvide advocacy at the municipal level, both local and uppertier mr:nicipalities, for financial and other contributioas nnd to assist the Foundation in furthering its objects and chadtable activities.

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3.

Strategic Planning andResearch The Service Prrovider shall assist the Foundation in researching and developing a strategic plan that will determine which hedth care facilities and services the Foundation should help astablish or support to best meet tbe health care needs of the residents of the City of Vaugban.

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4.

Retaining Consultants The Service hovider sball bc entitled to rEtain consult'ants to assist the Sewice provitling the Services identified above.

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5. Supporting Health Care Service Providers The Service Provider shall coordinate the management and (sub)leasing of a facility located at Jane and Rutherford in Toronto that is being established for health service providers. [NTD: to be confirmbd upon discussion wlth tax lawyer]

R
TOr._A2Gr9811t)5.4

The Vaughan Health Campus of Care Projected Operating Budget for 2008
May to December 2008

Estimated Revenue Projected to Gommence in Sept 08

Sub-lease Rent 6.25@30.000 sF 46,875

46,875

Expenses Sa/aries**

Assistant
Employee Professional fees Legal - General

Administrator
Benefits

NB: $62.5K pro-rated for 8 months NB: $40K pro-rated for I months **15o/o of salaries

47,004 26,700
1

1055

*Shared resource between VHCF and VHCC Health Planning - Peckham Advocacy and Communications - Sussex Publii Awareness and Advocacy Advocacy Related Costs Partnership Development and Meetings Office & General *90K pro-rated for 4 months Telephone & Communications Courier & Postage Mileage & Parking Utilities (Electricity) lnsurance Advertising Bank Charges Office Supplies Printing & Stationary

Bookkeeping

50,000 20,000 25,000 54,800 20,000 15,000

Rent

6,000 5,000 30,000 2,000 2,000 2,000 5,000 3,000 10,000 2,000

Excess of revenue over expenses for the year --Fund-6-alancq beginning of yebr ---

-269,680

Fund balance, end ofyear

-269,680

oProject Manager for Master Planning fees not included in budget

The Vaughan Health Campus of Care

Projected Operating Budget for 2009 January to December 2009 Estimated Revenue Projected for 2009 year
Sub-lease Rent 6.25@30,000 sF

187,500

187,500

Expenses

Sa/aries*
Administrator Assistant Employee Benefits
Professional fees

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

62,500 40,000 15375 50,000 20,000 50,000 80,000 20,000 15,000

General *Shared resource between VHGF and VHCC Bookkeeping Planning - Peckham Health Advocacy and Communications - Sussex
Legal-

Public Awareness and Advocacy Advocacy related costs Partnership Development and Meetings
Office & General

Office Supplies Printing & Stationary Rent Telephone & Communications Courier & Postage Mileage & Parking Utilities (Electricity) lnsurance Advertising Bank charges

3540 SF @25.2515F

6,000 5,000 89,385 5,000 3,000 2,000 10,000 3,000 10,000 2,000

Excess of revenue over expenses for the year Unrestricted fund balance, beginning of year Unrestricted fund balance, end of year

-275,760

-275,760

*Project Manager for Master Planning fees not included in budget

SCHEDULE 664''
OBJECTS OF THE VAUGHAN HEALTH SERVICES GROUP CORPORATIONS

Vaughan Health Campus of Care

The objects of Vaughan Health Campus of Care are as follows:

(a) (b)

management and operation of health care facilities to serve the health care needs ofthe residents ofthe Vaughan, Ontario area;

to co-ordinate the strategic establishment,

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 facilities

established, operated or supported by the Corporation; and

(d)

to liaise with other charitable, educational or government agencies or

organizations in developing and operating medicaf health and supportive progrilms and facilities and services.

The Vaughan Health Care Foundation

The 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 the principal and income therefronq from time to time, for, or in respect of, establishing and/or supporting health care facilities and services in the City of Vaughan and other charitable organizations, that are registered charities under the Income Tax Act (Canada), which provide health care facilities or services in the Province of Ontario; and
to undertake research for the benefit of the public to determine how to best meet the health care needs of the residents of the City of Vaughan.

(b)

Vaughan Community Health Centre Corporation

The objects of the Vaughan Community Health Centre Corporation are:

(a) to provide primary health care, health promotion, illness prevention

services and community development services which focus on hard to
reach groups and populations;

IOR A2G:3023320.6

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(b) (c)

to promote equity in access to health services and to strengthen the role of the individual and the community in health and health care delivery; and

to encourage linkages among health services and with social and other
community services.

Vaughan Health Care Services

The 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 and services, complex continuing care, community health and wellness

prograrns, emergency services, out-patient services, rehabilitation and

therapeutic services;

(b) (c)

to equip, operate and maintain laboratories, diagnostic imaging services, therapeutic and rehabilitation facilities, pharmacies, dispensaries and/or
any other services incidental to a hospital;

to promote and carry on teaching and scientific research activities with educational institutions related to the care of the sick and injured insofar as such teaching and research can be carried on in, or in connection with,
the Corporation;

(d) to undertake
treatment

or

research programmes in connection with the prevention, rehabilitation of any sickness, i"j"ry or disease;

(e) (D

to participate in all phases of education pertaining to health care, including the education ofphysicians, dentists, nursing staff and other health care
personnel;

to promote and
service; and

develop standards

of health care administration

and

(g) to provide such other health care services as are required by

the communities served by the Corporation in partnership with the Affiliate Corporation and other health service providers.

TOR A2C:3023320.6