HomeMy WebLinkAboutCSD-2021-13 - Kitchener Easy Riders Cycle Club - Funding AgreementREPORT TO:Community & Infrastructure Services Committee
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DATE OF MEETING:November 8
, 2021
SUBMITTED BY:Hildebrand, Mark, Director, Neighbourhood Program & Services,
519-741-2200 ext. 7687
PREPARED BY:Palubeski, Lori, Manager, Program & Resource Services, 519-741-
2200 ext. 7623
WARD(S) INVOLVED:All
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DATE OF REPORT:October 19, 2021
REPORT NO.:CSD-2021-13
SUBJECT:Kitchener Easy Riders Cycle Club –Funding Agreement
RECOMMENDATION:
THAT the General Manager, Community Services be authorized to execute a Funding
Agreement with the Kitchener Easy Riders Cycle Club, to provide funding for
operating acycle club from December 2021 to May 2023, said agreement to be subject
to the satisfaction of the City Solicitor, as outlined in Community Services
Department report CSD-2021-13.
REPORT HIGHLIGHTS:
A small group of enthusiastic older adult cyclists pitched a programconcept to staff in the
early 1990’s. The goal was to provide organized group cycle opportunities for older adults.
The group of residents and staff collaborated to develop what is now known as the Kitchener
Easy Riders Cycle Club (Club). Sinceit’s origin,the Club has grown into an autonomous,
independentgroup of older adultsserving approximately 250 cyclists. The growth and
success of the Club, as well as the Covid-19 pandemic, have createdopportunities to review
the original design, reviewthe supports provided by the City of Kitchenerand to strategically
plan for the Club’s futurebased on itscurrentstate.The Clubhas evolved from a direct
program to an independentgroup,and it was important to ensure that the Club is properly
protected from a risk and liability perspective to operate as such. After extensive research
with other cycling associations/clubs, insurance companies and anexternal sport lawyer, it
was determined that incorporating as a Not-for-Profit was the most advantageousoptionfor
the club.
As the organization and program deliverymodel of the Clubhasevolved,so toohas the
relationship,and supports requiredfrom staff and the City of Kitchener. The intention of this
report is to solidifythe current level of support that isrequired to assist theClub during their
transition to incorporation over the next two years. The details of this support areoutlined
in the Funding Agreement as attached to this report(Appendix A).
*** This information is available in accessible formats upon request. ***
Please call 519-741-2345 or TTY 1-866-969-9994 for assistance.
BACKGROUND:
The Kitchener Easy Riders Cycle Club was formed in 1991 by a small group of older
adultsout of the Charles Street Centre (later known as the Victoria School Centre).
Participants would cycle in Kitchener and benefited fromthe opportunitiesto engage in
physical fitness and social connections with their peers.Since the early 1990’s,the Club
has continued to flourish and fulfillboth a need and an interestofolder adults in our
community. In 1997, cycle trips outside of Kitchener were organized and by 2009 there
were over 200 Club members. The Club launcheditsown website in 2011 and in 2015
had tocap memberships to 240 as volunteer capacity could not support further growth.
REPORT:
As with many things, the cycling seasons for 2020 and 2021 were cancelled due to the
Covid-19 pandemic. As staff and the Club leadership team were meeting and planning to
discuss the impacts of the pandemic on the program, several challenges and risks were
uncovered. These risks were associated with the current program delivery model of the
Club and the associated liability and insurance exposures to the Club leadership, club
volunteers and club riders. Essentially, the Club was no longer functioning or operating as
a direct City of Kitchener program but rather an independent organization.Specifically, the
concerns were as follows:
Liabilityexposureto the Club Leadership team as there was not any Directors and
OfficersLiability Insurance
Privacy risks and liability concerns related to the Club’s website and the ride routes
provided by the Club
Liability exposure to Club volunteers that were acting on behalf of the Club
Cyclistswho were participating in the rides were not insured
To mitigate the concerns and ensure continued support and success of the Club, staff
worked along side the Club Leadership team to explore options and next steps. While
several models were explored, the Club leadership team and staff supported a transition to
an incorporated not-for-profit as the most viable solutionfor the clubs continued operation
and success. This recommendation received a majority support from club members at the
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“All Members Meeting” on July 8, 2021.
Staff are recommending that Council endorse the Funding Agreement (Appendix A) to
ensure continued support to the Kitchener Easy RidersCycle Club as it transitions to an
incorporated organization.
As noted in the Funding Agreement (Appendix A),the City of Kitchener would provide a total
of $15,000 of transitional funding ($7,500 in 2021 and $7,500 in 2022) to assist the Club
during the incorporation and initial start up process. This funding will be used to offset the
costs of insurance, incorporation, implementing a member/ride registration system and
ensure continued volunteer recognition efforts. In addition, the City of Kitchener will provide
additionalsupport that would include advisory support from a sportslawyer, legal costs
associated with filing, access to meeting space for Club activities and staff assistance in
developing the initial application for the Tier Two grant programand other relevant
government grant programs.
STRATEGIC PLAN ALIGNMENT:
This report supports the delivery of core services.
FINANCIAL IMPLICATIONS:
As the Club transitions to incorporation, staff recommend the City provide $15,000 over two
years to support the club and its additional costs.
COMMUNITY ENGAGEMENT:
INFORM –This report has been posted to the City’s website with the agenda in advance of
the council / committee meeting.
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CONSULT –Atthe “All Members Meeting (Zoom)” on July 8, 2021 the Club’s leadership
team presented the recommendation for incorporation. 64 members were in attendance
andthe recommendation was approved by 98.5% of those in attendance.
PREVIOUS REPORTS/AUTHORITIES:
There are no previous reports/authoritiesrelated to this matter.
APPROVEDBY: Michael May, General Manager CommunityServices& DCAO
ATTACHMENTS:
Appendix A–Funding Agreement
THIS FUNDING AGREEMENT dated the 1st day of December, 2021.
Between
THE CORPORATION OF THE CITY OF KITCHENER
(the "City")
-and-
KITCHENER EASY RIDERS CYCLE CLUB
(the "Recipient")
WHEREAS s. 107 of the Municipal Act, 2001, S.O. 2001, c. 25, provides that a municipality may make grants, on
such terms and conditions as to security and otherwise as the council considers appropriate, to any person, group,
or body, including a fund, within or outside the boundaries of the municipality for any purpose that council
considers to be in the interests of the municipality;
AND WHEREAS the Recipient has applied to the City for a grant to assist the Recipient in the Recipient’s activities
as described in Schedule A (“the Funded Activity”);
AND WHEREAS the City approved a grant be made to the Recipient in connection with the Recipient’s activities
upon such terms and conditions as are more particularly described in this agreement;
NOW THEREFORE in consideration of the mutual covenants and other terms and conditions in this Agreement,
the parties agree each with the other as follows:
1.Schedules Forming Part of Agreement
The following Schedules are attached to this Agreement and form part of this Agreement:
a.Schedule A: Description of Funded Activity
b.Schedule B: Maximum Contribution and Permitted Expenditures
2.Term
The Agreement shall commence on the date this Agreement is signed by both parties, and shall terminate on
the Funded Activity End Date as set out in Schedule A (“Term”), or shall terminate on such earlier date as set
out in this Agreement.
3.Funding
Subject to the terms and conditions of this Agreement, the City shall provide funding and in-kind assistance
to the Recipient as set out in Schedule B, which amount shall be payable and assistance provided as set out in
Schedule B. Payment of any monies under this Agreement is subject to the availability of funds in the City’s
current approved budget.
4.Use of Funding
The Recipient covenants and agrees that the Recipient shall use the funding solely for the purpose of paying
the Permitted Expenditures in connection with the Funded Activity and for no other purpose.
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5.Reports
Where required by the City, the Recipient shall submit the reports as set out in Schedule A, on or before the
date set out in Schedule A to the City in a form and content satisfactory to the City. The reports shall include
a financial statement for the period covered by the reports.
6.Right of Inspection
The City or anyone designated in writing by the City may audit and inspect accounts, records, receipts,
vouchers, and other documents relating to the funding and shall have the right to make copies thereof and
take extracts. The Recipient shall make available all facilities, physical and otherwise, for such inspections and
shall furnish the City and its authorized representatives with all such information as it, or they, may from time
to time require with reference to such accounts, records, receipts, vouchers, and other documents.
7.Right of Attendance
The City or anyone designated in writing by the City may audit and attend any meetings of the members of
the Recipient, and the Recipient shall provide the City with notice of such meetings and all supporting
documentation and materials at such meeting. Nothing herein contained shall grant the City any voting rights
in the Recipient, unless the City makes successful application for membership in the Recipient, in accordance
with its constating documents.
8.Official Notification
Any notice required to be given under this Agreement shall be given or provided by personal delivery, mail,
email or courier service at the postal address of the receiving party as set out below and shall be deemed to
have been received one working day after they are sent:
a.The City: Community Services, The Corporation of the City of Kitchener, City Hall, 200 King St W
Kitchener, ON N2G 4G7 Attention: LoriAnn Palubeski
b.The Recipient: As set out in Schedule A
Either party to this Agreement may, at any time, give notice under this section to the other of a change of
address.
9.Informing the Public of the City’s Contribution
The Recipient acknowledges that the City may publicize the name of the Recipient, the amount of the
contributions and the nature of the activity supported under this Agreement. The Recipient shall recognize
the City as a funding contributor in all Funded Activity-related publicity.
10.Termination
Despite any other provisions in this Agreement, the City may terminate this Agreement for any reason,
effective upon the giving of thirty (30) days’ prior written notice to the Recipient. Any termination by the City
under this Agreement shall be without compensation, penalty or liability on the part of the City, and shall be
without prejudice to any of the City’s legal or equitable rights or remedies.
11.Indemnity
The Recipient shall indemnify and save the City, its officers, directors, employees, agents and Councillors,
harmless from and against all claims, actions, losses, expenses, costs or damages of every nature and kind that
the City may suffer, caused or alleged to be caused by any willful or negligent act, omission or delay on the
part of the Recipient or its officers, directors, employees, contractors or agents, in connection with anything
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purported to be or required to be done by the Recipient in connection with this Agreement or the Funded
Activity.
12.Insurance
It is the responsibility of the Recipient and their Insurance Broker to review all potential operations and
exposures to determine if the coverage and limits noted below are sufficient to address all insurance related
exposures presented by the specifications of the Services. The Recipient shall insure its undertaking, business
and equipment under the following coverage so as to protect and indemnify and save harmless the City:
a.General liability insurance: The Recipient shall maintain liability insurance acceptable to the City
throughout the term of this Agreement. Coverage shall consist of a comprehensive policy of public
liability and property damage insurance, with all applicable coverage extensions/endorsements
available, in an amount of not less than $2,000,000 per occurrence. Such insurance shall name The
Corporation of the City of Kitchener as an additional insured with a cross liability endorsement and
severability of interests provision. The policy SIR/deductible shall not exceed $100,000 per claim
(unless otherwise approved by the City’s risk management) and if the policy has an aggregate limit,
the amount of the aggregate shall be double the required per occurrence limit. A combination of
primary coverage plus umbrella or excess liability insurance may be used.
b.Provisions: Upon execution of this Agreement, the Recipient shall forward Certificates of Insurance
acceptable to the City evidencing this insurance with the executed Agreement and thereafter on or
prior to the expiry of the insurance coverage. These Certificates shall state that coverage will not be
suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days prior
written notice by certified mail to the City.
c.It is also understood and agreed by the Recipient that in the event of a claim any deductible or self-
insured retention (SIR) under these policies of insurance shall be the sole responsibility of the
Recipient and that this coverage shall preclude subrogation claims against the City and any other
person insured under the policy and be primary insurance in response to claims. Any insurance or
self-insurance maintained by the City and any other person insured under the policy shall be
considered excess of the Recipient’s insurance and shall not contribute with it. The minimum amount
of insurance required herein shall not modify, waive or otherwise alter the Recipient’s obligation to
fully indemnify the City under this Agreement.
13.Compliance with Laws
The Recipient shall carry out the Funded Activity in compliance with all applicable federal, provincial and
municipal laws, by-laws, policies, guidelines, rules and regulations, including applicable privacy legislation,
environmental legislation. The Recipient shall obtain, prior to the commencement of the Funded Activity, all
permits, licenses, consents and other authorizations that are necessary to the carrying out of the Funded
Activity.
14.Municipal Freedom of Information and Protection of Privacy Act and The Municipal Act, 2001
The Recipient acknowledges that all records in the City’s control (including any records provided by the
Recipient to the City) are subject to the provisions of the Municipal Freedom of Information and Protection of
Privacy Act, and such records may be disclosed by the City to the public upon request under that Act. The
Recipient further acknowledges that pursuant to the Municipal Act, 2001, the proceedings of City Council are
matters of public record. The Recipient acknowledges that the City does not make any covenants with respect
to maintaining the confidentiality of any records the Recipient provides to the City.
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15.Assignment
The Recipient shall not assign this Agreement or any interest in this Agreement without the prior written
consent of the City, and for the purposes of this Agreement, assignment shall include any transfer in the
majority ownership or controlling interest in the Recipient, whether through the sale of shares, direct
acquisition of assets or otherwise.
16.Relationship Between the Parties
The Recipient is not in any way authorized to make a promise, agreement or contract on behalf of the City.
This Agreement is a funding agreement only, not a contract for services or a contract of service or
employment. The City’s responsibilities are limited to providing financial and in kind assistance to the
Recipient towards the Eligible Expenditures. The parties hereto declare that nothing in this agreement shall
be construed as creating a partnership, an employer-employee, or agency relationship between them. The
Recipient shall not represent itself as an agent, employee or partner of the City.
17.Headings
The headings in this Agreement are for ease of reference only and shall not be taken into account in the
construction or interpretation of any provision to which they refer.
18.Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements,
arrangements, letters of intent, understandings, negotiations and discussions, whether oral or written, of the
parties pertaining to the Funded Activity. The Recipient acknowledges that it has read this Agreement,
understands it and agrees to be bound by its terms and conditions.
19.Waiver
Failure by either party to exercise any of its rights, powers or remedies shall not constitute a waiver of those
rights, powers or remedies.
20.Force Majeure
Neither party shall be responsible for damage caused by delay or failure to perform under the terms of this
Agreement resulting from matters beyond the control of the parties including strike, lockout or any other
action arising from a labour dispute, fire, flood, act of God, war, riot or other insurrection, lawful act of public
authority, or delay or default caused by a common carrier that cannot be reasonably foreseen or provided
against.
21.Payment of monies is Subject to City Budget Approval
Any payment under this Agreement is subject to the approval by City Council for the fiscal year in which the
payment is to be made. In the event that the City Council cancels or reduces the level of funding for any fiscal
year in which payment is to be made under the Agreement, the City may terminate this Agreement or reduce
the amount of its contribution payable under the Agreement in that fiscal year by such amount that it deems
advisable. Where, pursuant to this section, the City intends to reduce the amount of its contribution under
the Agreement, it shall give the Recipient not less than thirty (30) days’ notice of its intention to do so. Where,
as a result of reduction in funding, the Recipient is unable or unwilling to complete the Funded Activity, the
Recipient may, upon written notice to the City, terminate the Agreement. The Recipient shall not hold the City
liable for any reduction or termination of funding.
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22.Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.
23.Canadian Currency
Any reference to currency is to Canadian currency and any amount advanced, paid or calculated is to be
advanced, paid or calculated in Canadian currency.
IN WITNESS WHEREOF the City has hereunto affixed its corporate seal under the hands of its Mayor and Clerk and
the Recipient has hereunto affixed its seal under the hands of their duly authorized signing officers.
SIGNED, SEALED & DELIVERED ) THE CORPORATION OF THE CITY OF KITCHENER
in the presence of )
)
)
) _________________________________ _______
) Michael May Date
) General Manager, Community Services
) and Deputy CAO
)
) I have authority to bind the Corporation.
)
) Kitchener Easy Riders Cycle Club
)
)
) _________________________________ _______
) Print Name: Date
) Title:
)
) “I/We Have Authority to Bind the Corporation”
)
)
SCHEDULE A – FUNDED ACITIVITY PARTICULARS
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THE FUNDED ACTIVITY
1.Full Legal Name of Recipient: Kitchener Easy Riders Cycle Club
2.Address for Service of Notice: 86 Royal Orchard Drive, Kitchener, Ontario. N2N 1J6
3.Primary Contact Name: Graham Vincent Phone #: 519-747-0166
4.Funded Activity Start Date (date for which funding will be commenced): December 1, 2021
5.Funded Activity End Date (date for which funding will end): May 30, 2023
6.FUNDED ACTIVITY DESCRIPTION:
The Kitchener Easy Riders Cycle Club is a not-for-profit group that organizes bicycling activities for seniors,
encourages safe cycling practices and creates social opportunities for members to share experiences and
fellowship.
7.The Recipient shall provide the following Reports to the City:
a.Annual Report – due no later than the end of February of the following year for each prior year. The report
shall include yearly activity plan, highlights of the full year’s outcomes, year-end financial monitoring
including final revenue and expenditure statements; to be signed by the Board Chair and an authorized
employee.
b.Board Contact Information – A complete list of the Board of Directors for the organization, which includes
the contact information for each member.
c.Annual Financial Statement – to be provided in accordance with the legislation in advance of the
Recipient’s Annual General Meeting.
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SCHEDULE B –MAXIMUM CONTRIBUTION AND PERMITTED EXPENDITURES
The City of Kitchener will provide to the Easy Riders Cycle Club transitional funding in the amount of $10,000
($7,500 cash and $2,500 in kind) annually for the period of December 2021- 2022 and September 2022-May 2023.
Financial Contribution
1.Maximum Contribution of the City
The total amount of the City’s contribution annually towards the Funded Activity under this Agreement is
$7,500 in funding.
2.Disbursement of funding
Subject to the Recipient’s compliance with the provisions of this Agreement, the City’s financial contribution
shall be disbursed to the Recipient over the Term of this Agreement, as one payment of funds annually for the
entire Funded Activity, to be paid within 30 days of execution of this Agreement, and annually thereafter.
3.Permitted Funded Activity Expenditures
Permitted Expenditures for the Funded Activity may include the following:
a.Insurance;
b.Member registration and ride registration system;
c.Volunteer Recognition;
d.Professional Fees;
e.General Administrative Costs;
f.Program Supplies;
g.Community Meetings and Events; and
h.Other Program Costs
4.Conditions governing Permitted Expenditures
The Permitted Expenditures set out above are subject to the following conditions:
a.Permitted Expenditures must be incurred during the Funded Activity Start Date and End Date;
b.depreciation of capital assets is not eligible;
c.fines and penalties are not eligible; and
d.the cost of alcoholic beverages, recreational cannabis or travel expenses are not eligible.
In-Kind Contribution
1.Contribution by the City
In-Kind Contributions from the City may include the following, estimated at being valued at approximately
$2,500 per year:
a.Payment by the City of the Recipient’s legal and filing fees for incorporation;
b.Subject to availability, space for up to 7 club events/activities per year at a City of Kitchener facility,
with schedule and location to be to the mutual agreement of the City and the Recipient
c.Reasonable, supervised use of City’s Zoom account for the purpose of conducting membership
meetings while COVID-19 restrictions are in place, such use to be subject to the prior approval of the
City
d.Staff assistance to develop initial grant application for City’s grant process
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e.On request, Complimentary Kitchener Group Card for any Recipient members during the term of this
Agreement
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