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HomeMy WebLinkAboutECD 09-25Report to Council Report Number: ECD 09-25 Date: November 24, 2025 From: Fiaz Jadoon Director, Economic Development & Strategic Projects Subject: Update on Municipal Accommodation Tax and Destination Pickering File: A-1440-001 Recommendation: 1.That Report ECD 09-25 regarding an Update on the Municipal Accommodation Tax and Destination Pickering be received; 2.That Organizational By-Law No.1 for Destination Pickering, with an effective date of December 1, 2025, as set out in Attachment 1, be approved; 3.That Policy ADM 300 – Asset Transfers to Municipal Services Corporations, as set out in Attachment 2, be approved; 4.That the Mayor and City Clerk be authorized to execute the Service Level Agreement between the City and Destination Pickering Inc. as set out in Attachment 3; and, 5.That the appropriate officials of the City of Pickering be authorized to take the actions necessary to implement the recommendations in this report. Executive Summary: The purpose of this report is to provide an update on the implementation of the Municipal Accommodation Tax (MAT) and the establishment of Destination Pickering, and to seek Council approval for the Organizational By-law, Policy ADM 300 - Asset Transfers to Municipal Services Corporations, and the execution of the Service Level Agreement, in accordance with Report ECD 02-25 (Resolution #666/25) from the February 24, 2025 Council Meeting. Since Council approval of ECD 02-25 (Resolution #666/25), staff have successfully implemented the following; •executed a 4% MAT, effective June 1, 2025; •formalized and executed an agreement between the City of Pickering and the Ontario Restaurant Hotel & Motel Association (ORHMA) for the collection of MAT revenues; •received and acted upon the consent from the Regional Municipality of Durham to incorporate a Municipal Services Corporation (MSC) named Destination Pickering Inc. (Destination Pickering); •negotiated a service level agreement between the City of Pickering and Destination Pickering Inc. (see Service Level Agreement – Destination Pickering Inc, Attachment 3); ECD 09-25 November 24, 2025 Page 2 •created the Organizational By-law for Destination Pickering (see Organizational By-law No.1, Attachment 1); and •identified three industry stakeholders to strengthen insights for the Board of Directors. Relationship to the Pickering Strategic Plan: The recommendations in this report respond to the Pickering Strategic Plan Priority to Champion Economic Leadership & Innovation. Financial Implications: Collection of the MAT commenced on June 1, 2025, and remittances for June up to and including September have been successfully received by the City. At this time, a full budget plan for Destination Pickering Corporation (DPC) has not been established given the reporting timelines, payment processing schedules, and limited collection data available. All funds collected to date are being held in a reserve account and once DPC is up and running, these dollars will then be transferred. The DPC 2026 budget developed by the Board of Directors will be brought before Pickering City Council. The 2026 Current Budget will show a transfer of MAT dollars to DPC. The transfer will be based on an estimate of dollars collected for 2025 less administrative expenses, such as external audit fees, and the residual balance of 50% will be transferred to DPC. The agreement between ORHMA and the City of Pickering has been finalized and executed; however, the one-time fee of $3,000.00 has not been invoiced. As collections only began in June 2025, the quarterly administration fee of 1.8% of monthly remittances, as well as the one-time fee, will be processed following the completion of the third quarter of 2025. Discussion: The purpose of this report is to provide an update on the implementation of the MAT and the establishment of Destination Pickering, and to seek Council approval for the Organizational By-law, Policy ADM 300 - Asset Transfers to Municipal Services Corporations, and the execution of the Service Level Agreement, in accordance with Report ECD 02-25 (Resolution #666/25) from the February 24, 2025 Council Meeting. On April 11, 2025, the City of Pickering received a letter of Limited Authorization to Form and Operate a Tourism Municipal Services Corporation from the Region of Durham. This authorization permitted the City to incorporate Destination Pickering Inc. to serve as the dedicated tourism entity to meet the provinces’ requirement that a minimum of 50% of MAT revenues be allocated to an eligible tourism entity. Due to delays in receiving the required Letter of Limited Authorization to Form and Operate a Tourism Municipal Services Corporation from the Region of Durham, an amendment to By-law No. 8161/25 was made to allow the implementation date of May 1, 2025, to be changed to June 1, 2025. This amendment was passed on April 29, 2025, to provide enough time for accommodation providers to update their financial systems to reflect the new requirements and allow ORHMA ECD 09-25 November 24, 2025 Page 3 additional time to disseminate training materials related to the MAT remittance structure. On June 1, 2025, the MAT was successfully implemented at a rate of 4%. The City’s Corporate Services Department completed the incorporation of Destination Pickering Inc. and prepared a Service Level Agreement (SLA) between The City of Pickering and Destination Pickering Inc. The SLA (see Service Level Agreement – Destination Pickering Inc, Attachment 3) defines the organization’s operational objectives, responsibilities, and financial accountability. An Organizational By-law (see Organizational By-law No.1, Attachment 1) was also developed to establish procedures for calling of meetings, appointing of officers, voting, and other governance requirements necessary for the corporation’s operation. Both the SLA and Organizational By-law were reviewed and formally adopted by the interim Board of Directors of Destination Pickering. Policy ADM 300 – Asset Transfers to Municipal Services Corporation has been created and approved by the Policy Coordinating Committee to set out the responsibilities and process for the transfer of assets by The Corporation of the City of Pickering to municipal services corporations in accordance with applicable legislation and as authorized by Council. It is intended to address asset transfers to municipal services corporations as required under section 7 of Ontario Regulation 599/06 made under the Municipal Act. The Finance Department formalized and executed the agreement between the City of Pickering and ORHMA. This agreement enables ORHMA to train the local hotel and motel staff on MAT collection and remittance procedures. The collection and remittance process has been successful for June, July, and August, with the City receiving funds directly through ORHMA. The interim Board of Directors has identified three industry stakeholders to join the Board. Candidates were identified by staff and were selected through an open application process that invited interested Pickering residents, business owners, and professionals with relevant experience to apply. A total of four applications were received and following a thorough review by the interim Board of Destination Pickering, three individuals were recommended for appointment during an in-camera session of council on November 24, 2025. Attachments: 1.Organizational By-law No.1 2.Asset Transfer Policy 3.Service Level Agreement ECD 09-25 November 24, 2025 Page 4 Prepared By: Approved/Endorsed By: Azeem Shah Senior Advisor, Creative Industries & Tourism FJ:as Recommended for the consideration of Pickering City Council Marisa Carpino, M.A. Chief Administrative Officer Fiaz Jadoon, Ec.D., CEcD, MPM, B.COMM Director, Economic Development & Strategic Projects Stan Karwowski, MBA, CPA, CMA Director, Finance & Treasurer Laura Gibbs, MBA, MSc. Director, Community Services Cameron Murkar Associate Solicitor, Corporate Services Original Signed By:Original Signed By: Original Signed By: Original Signed By: Original Signed By: Original Signed By: Organizational By-law No. 1 Destination Pickering Inc. Section 1 - General 1.01 Definitions In this by-law and all other by-laws of the Corporation, unless the context otherwise requires: (a)“Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and,where the context requires, includes the regulations made under it, asamended or re-enacted from time to time; (b)“Board” means the board of directors of the Corporation, being Destination Pickering Inc.; (c) “By-laws” means this by-law (including the schedules to this by-law) andall other by- laws of the Corporation as amended and which are, fromtime to time, in force and effect; (d) “Chair”, if one is appointed, means the chair of the Board of Directors; (e)“City” means The Corporation of the City of Pickering. (f)“Corporation” means Destination Pickering Inc. that has passed these by-laws under the Act or that is deemed to have passed these by-laws underthe Act; (g)“Council” means the municipal council of The Corporation of the City of Pickering; (h)“Director” means an individual occupying the position of director of theCorporation by whatever name he or she is called; (i)“Member” means The Corporation of the City of Pickering; (j)“Member’s Representatives” means the City as being constituted and represented by the Chief Administrative Officer (CAO), the City Clerk, the Director, Finance & Treasurer, the Director, Economic Development &Strategic Projects, and the Director, Corporate Services (City Solicitor);such Representatives being in accordance with s. 48(7) of the Not forProfit Corporation Act, 2010; (k)“Officer” means an officer of the Corporation; Attachment 1 to Report ECD 09-25 Page 2 (l)“Quorum” of Directors shall be four (4) Directors. “Quorum” of Membersshall be three (3) Member’s Representatives. 1.02 Interpretation Other than as specified in Section 1.01 of this By-law, all terms contained in this By-law that are defined in the Act have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders. This Organizational by-law shall replace any previous deemed standard or organizational by-law and any such previous deemed by-law is hereby repealed. 1.03 Severability and Precedence The invalidity or unenforceability of any provision of this By-law will not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, then the provisions contained in the articles or the Act, as the case may be, will prevail. 1.04 Seal The seal of the Corporation, if any, will be in the form determined by the Board. 1.05 Execution of Documents Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document will be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, By- law or other document of the Corporation to be a true copy thereof. Section 2 - Directors 2.01 Number of Directors The articles of the Corporation authorize a minimum of three and a maximum of seven Directors. 2.02 Election and Term (a)The Board of Directors shall be formed in accordance with thefollowing: 1.Up to 3 (three) Directors shall be appointed from the staff of theCity by the Chief Administrative Officer. Page 3 2. 1 (one) Director shall be appointed from the Members of Council by the Mayor. 3. Up to 3 (three) Directors shall be appointed from industry stakeholders by Council. (b) Each Director shall serve December 1st, 2025 for a three year term or until their successors are appointed. Any vacancies that arise shall be filled as soon as possible in accordance with section 2.02 (a). 2.03 Requirements (a) The industry stakeholder directors shall have relevant experience in at least one of the following sectors/areas: accommodations, meetings and conferences, attractions and retail, festivals and events, sports tourism, or food and beverage. (b) Must not be disqualified by section 23 of the Not for Profit Corporations Act 2010, S.O. 2010, c.15. 2.04 Nominating Committee The Board may from time to time appoint a nominating committee whose role shall be the solicitation of and potential candidates for the industry stakeholder positions in accordance with the policies established from time to time by the Board for the nomination and selection of candidates for appointment to the Board. 2.05 Vacancies The office of a Director will be vacated immediately: (a) if the Director resigns office by written notice to the Corporation, which resignation will be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later; (b) if the Director dies or becomes bankrupt. (c) if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or (d) if, at a meeting of the Member’s Representatives, the Member’s Representatives by ordinary resolution remove the Director before the expiration of the Director’s term of office. In the event there is a proposal to remove a Director notice including the proposed resolution shall be given to the Director. The Director may make written submissions as to why the Director should not be removed as a Director but shall not be Page 4 entitled to attend at or participate in the Meeting if applicable to remove such Director from office. 2.06 Filling Vacancies A vacancy on the Board will be filled as follows, and in accordance with section 2.02 (a), and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor: (a) if the vacancy occurs as a result of the Member’s Representatives removing a Director, the Member’s Representatives may fill the vacancy by an ordinary resolution; (b) if there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Member’s Representatives to fill the vacancy and, if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member; and (c) a quorum of Directors may fill a vacancy among the Directors, to which section (a) does not apply. 2.07 Committees Committees may be established by the Board as follows: (a) Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition, procedure, membership and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time. 2.08 Remuneration of Directors The Directors shall serve as such without remuneration, and no Director shall directly or indirectly receive any profit from occupying the position of Director; provided that Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties. Any remuneration or reimbursement for expenses incurred in connection with services that the Directors provide to the Corporation in their capacity other than as Directors will be in compliance with the conflict of interest provisions of the Act and any policies that may be adopted by the Board from time to time. Page 5 Section 3 - Board Meetings 3.01 Calling of Meetings Meetings of the Directors may be called by the Chair, or any two Directors at any time and any place on notice as required by this By-law, provided that, for the first organizational meeting following incorporation, an incorporator or a Director may call the first meeting of the Directors by giving not less than five days’ notice to each Director, stating the time and, if applicable, the place of the meeting. 3.02 Regular Meetings The Board may fix the place, if applicable, and time of regular Board meetings and send a copy of the resolution fixing the place, if applicable, and time of such meetings to each Director, and no other notice will be required for any such meetings. Four (4) Directors shall constitute quorum. 3.03 Notice Notice of the time and place, if applicable, for the holding of a meeting of the Board will be given in the manner provided in Section 10 of this By-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, then each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation. A notice of a meeting of Directors need not specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. If the Directors may attend a meeting by telephonic or electronic means, then the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. 3.04 One Meeting per Calendar Year The Board shall hold at least one meeting per calendar year. 3.05 Chair The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair, for that meeting. Page 6 3.06 Voting Each Director has one vote. Questions arising at any Board meeting will be decided by a majority of votes. In case of an equality of votes, the Chair shall not have a second or casting vote. 3.07 Participation by Telephonic or Electronic Means Subject to the provisions of the articles, if any, a meeting of Directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means, provided that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. A person who, through telephonic or electronic means, attends a meeting of Directors is deemed for the purposes of the Act to be present at the meeting. Section 4 - Financial 4.01 Banking The Board shall by resolution adopt the same bank as the City of Pickering in which the money, bonds or other securities of the Corporation will be placed for safekeeping. 4.02 Financial Year The financial year of the Corporation ends on December 31 in each year or on such other date as the Board may, from time to time, by resolution determine. Section 5 - Officers 5.01 Appointment of Officers The City’s Treasurer shall be appointed as the Treasurer for Destination Pickering Inc. The City’s treasurer has the right to appoint a designate to attend meetings. A recording secretary to be appointed from Staff of the City of Pickering; but this person will not hold a vote or serve on the board. 5.02 Office Held at Board’s Discretion Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall hold office until the earlier of: (a)the Officer’s successor being appointed; (b)the Officer’s resignation; or (c)such Officer’s death. 5.03 Duties of Officers Page 7 Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties. 5.04 Duties of the Chair The Chair shall perform the duties described in Sections 3.05, 9.05, and Schedule A of this By- law and such other duties as may be required by law or as the Board may determine from time to time. 5.05 Duties of the Treasurer The treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time. 5.06 Duties of the Secretary The secretary shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time. Section 6 - Protection of Directors and Others 6.01 Protection of Directors and Officers No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation will be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom or which any moneys, securities or effects will be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of their respective office or trust provided that they have: (a) complied with the Act and the Corporation’s articles and By-laws; and (b) exercised their powers and discharged their duties in accordance with the Act and acted in “good faith”. 6.02 Indemnification of Directors and Officers The Corporation shall indemnify the Directors and Officers of the Corporation, the former Directors and Officers of the Corporation, or an individual who acts or has acted at the Corporation’s request as a Director or Officer, or in similar capacity of another entity, against all costs, charges, and expenses, including the amounts paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the Page 8 individual is involved because of their association with the Corporation or other entity. This indemnity however shall not apply to the individual unless the individual acted honestly and in good faith with a view to the best interest of the Corporation or entity as the case may be and if the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful. Section 7 - Conflict of Interest 7.01 Conflict of Interest A Director or officer who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or officer of, or has a material interest in any corporation that is a party to a contract or transaction (proposed or actual), or has any interest in or association with any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed, or vote on any resolution to approve any such contract or transaction. The Board may adopt further policies to address conflicts of interest. As this Corporation is a Municipal Services Corporation the Directors and Officers must also comply with the conflict of interest provisions under the Municipal Act (Ontario) and Municipal Conflict of Interest Act. Section 8 - Members 8.01 Sole Member The sole member of the Corporation is The Corporation of the City of Pickering and is constituted and represented by the Member’s five (5) Representatives. Section 9 - Member’s Representatives’ Meetings 9.01 Annual Meeting The annual meeting will be held on a day and at a place within Ontario fixed by the Member. Any of the Member’s Representatives , upon request, shall be provided, not less than five days or other number of days that may be further prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles. The business transacted at the annual meeting will include: (a) receipt of the agenda; (b) receipt of the minutes of the previous annual and subsequent special meetings; Page 9 (c) consideration of the financial statements; (d) report of the auditor or person who has been appointed to conduct a review engagement; (e) reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year; (f) appointment of Directors; and (g) such other or special business as may be set out in the notice of meeting. No other item of business will be included on the agenda for the annual meeting unless a Member’s Representative has given notice to the Corporation of any matter that the Member proposes to raise at the meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting. Subject to the provisions of the articles, if any, a meeting of the Member’s Representatives may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means, and it must enable all persons entitled to attend the meeting to reasonably participate. A person who, through telephonic or electronic means, votes at or attends a meeting of the Member’s Representatives is deemed for the purposes of the Act to be present at the meeting. As the City is the sole Member of the Corporation, the City may sign a resolution in lieu of an annual Meeting and any other meeting in accordance with the provisions of the Act. 9.02 Special Meetings The Directors may call a special meeting of the Member’s Representatives. The Board shall call a special meeting on written requisition of any of the Member’s Representatives. 9.03 Notice Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Member’s Representatives’ meeting will be given in the manner specified in the Act to each Member, each Director and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Member’s Representatives to form a reasoned judgment on the decision to be taken and state the text of any special resolution to be submitted to the meeting. A notice of a meeting of the Member’s Representatives is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. If a person may attend a meeting of the Member’s Representatives Page 10 by telephonic or electronic means, then the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. 9.04 Quorum A quorum for the transaction of business at a Member’s Representatives’ meeting is the presence of three Member’s Representatives. If a quorum is present at the opening of a meeting of the Member’s Representatives, then the Member’s Representatives present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. 9.05 Chair of the Meeting The Chair shall be the chair of the Member’s Representatives’ meeting. In the Chair’s absence, the Member’s Representatives present at any Member’s Representatives’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Member’s Representatives present shall choose one of their number to chair the meeting. 9.06 Voting of Members Business arising at any Member’s Representatives’ meeting will be decided by a majority of votes unless otherwise required by the Act or the By-law provided that: (a) each Member Representative shall be entitled to one vote at any meeting. (b) votes will be taken by a show of hands among all Member’s Representatives present; (c) an abstention will not be considered a vote cast; (d) before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded will be taken in such manner as the chair of the meeting shall direct; (e) if there is a tie vote, the chair of the meeting shall require a written ballot and shall not have a second or casting vote. If there is a tie vote upon written ballot, then the motion is lost; and (f) whenever a vote by a show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes will be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion. Page 11 9.07 Adjournments The Chair may, with the majority consent of any Member’s Representatives’ meeting, adjourn the same from time to time and if a meeting of the Member’s Representatives is adjourned by one or more adjournments for an aggregate of less than 30 days, it is not necessary, that any person be notified of the meeting that continues the adjourned meeting, other than by announcement of all of the following at the time of an adjournment: (a) the time of the continued meeting; (b) if applicable, the place of the continued meeting; and (c) if applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. 9.08 Persons Entitled to be Present The only persons entitled to attend a Member’s Representatives’ meeting are the Member’s Representatives, the Directors, the auditor or the person who has been appointed to conduct a review engagement of the Corporation, if any, and others who are entitled or required under any provision of the Act or the articles or the By-laws of the Corporation to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Member’s Representatives present at the meeting. Section 10 - Notices 10.01 Service Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement of the Corporation will be delivered personally, or sent by prepaid mail, email or other electronic means to any such Member at the Member’s latest address as shown in the records of the Corporation; and to such Director at their latest address as shown in the records of the Corporation or in the most recent notice or return filed under the Corporations Information Act (Ontario), whichever is the more current; and to the auditor or the person who has been appointed to conduct a review engagement at its business address; provided always that notice may be waived or the time for giving the notice may be abridged at any time with the consent in writing of the person entitled thereto. Page 12 10.02 Error or Omission in Giving Notice The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement, if any, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance will not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice. Section 11 - Adoption and Amendment of By-laws 11.01 Amendments to By-laws The Board may, from time to time, subject to any objections by the Member and in accordance with the Act amend or repeal and replace this By-law. Enacted this day of , 2025. xxxx, Director xxxx, Director Page 13 Schedule A Position Description of the Chair Role Statement The chair shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The chair shall, subject to the authority of the Board, have general supervision of the affairs of the Corporation. The chair shall be entitled to receive notice of and to attend and speak at all meetings of the Board and of meetings of Member’s Representatives as a non-member thereof without the right to vote. Responsibilities Agendas •Establish agendas aligned with annual Board goals and preside over Boardmeetings, that meeting minutes are documented and shared with board members •Ensure meetings are effective and efficient for the performance ofgovernance work. •Ensure that a schedule of Board meetings is prepared annually. Direction •Serve as the Board’s central point of communication with the seniormanagement, if any, of the Corporation. •Provide guidance to senior management, if any, regarding the Board’sexpectations and concerns. •In collaboration with senior management, develop standards for Board decision-making. •Support packages that include formats for reporting to the Board and level ofdetail to be provided to ensure that management strategies, planning, andperformance information are appropriately presented to the Board. Performance Appraisal •Lead the Board in monitoring and evaluating the performance of staff, if any,through an annual process. Page 14 Work Plan • Ensure that a Board work plan is developed and implemented that includes annual goals for the Board and embraces continuous improvement. Representation • Serve as the Board’s primary contact with the public. Reporting • Report regularly to the Board on issues relevant to its governance responsibilities. Board Conduct • Set a high standard for Board conduct and enforce policies and By-laws concerning Directors’ conduct. Mentorship • Serve as a mentor to other Directors. • Ensure that all Directors contribute fully. • Address issues associated with underperformance of individual Directors. Succession Planning • Ensure succession planning occurs for staff, if any, and the Board. Committee Membership • Serve on all Board committees. Page 15 Schedule B Position Description of the Treasurer Role Statement The treasurer works collaboratively with the chair and staff, if any, to support the Board in achieving its fiduciary responsibilities. Responsibilities Custody of Funds •Have custody of the funds and securities of the Corporation. •Keep full and accurate accounts of all assets, liabilities, receipts, anddisbursements of the Corporation in the books belonging to theCorporation. •Deposit all monies, securities, and other valuable effects in the name and tothe credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may bedesignated by the Board from time to time. •Disburse the funds of the Corporation as may be directed by properauthority taking proper vouchers for such disbursements. •Render to the Chair and the Directors at the regular meeting of the Board, and whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation. •Perform such other duties as may, from time to time, be directed by theBoard. Board Conduct •Maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors’ conduct, with particular emphasis on fiduciaryresponsibilities. Mentorship •Serve as a mentor to other Directors. Financial Statement •Present to the Member’s Representatives at the annual meeting as part ofthe annual report, the financial statement of the Corporation approved by the Page 16 Board together with the report of the auditor or of the person who has conducted the review engagement, as the case may be. Page 17 Schedule C Position Description of the Secretary Role Statement The secretary works collaboratively with the chair to support the Board in fulfilling its fiduciary responsibilities. Responsibilities Board Conduct • Support the chair in maintaining a high standard for Board conduct and uphold policies and By-laws regarding Directors’ conduct, with particular emphasis on record-keeping responsibilities. Document Management • Keep a roll of the names and addresses of the Member’s Representatives. • Ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board, and Board committees. • Attend to correspondence on behalf of the Board. • Have custody of all minute books, documents, registers, and the seal of the Corporation, if any, and ensure that they are maintained as required by law. • Ensure that all reports are prepared and filed as required by law or requested by the Board. Meetings • Give such notice as required by the By-Laws of all meetings of the Corporation, the Board, and Board committees. • Attend all meetings of the Corporation, the Board, and Board committees. Policy Procedure Title: Asset Transfer for Municipal Services Corporations Policy Number ADM 300 Reference Municipal Act, 2001, S.O. 2001, c. 25Ontario Regulation 599/06 (Municipal Services Corporations) Council Resolution #666/25 Date Originated (m/d/y) [Insert Council Approval Date] Date Revised (m/d/y) Pages 5 Approval: Chief Administrative Officer Point of Contact Corporate Services Department Policy Objective The purpose of this policy is to set out the responsibilities and process for the transfer of assets by The Corporation of the City of Pickering (the City) to municipal services corporations in accordance with applicable legislation and as authorized by Council. This policy is intended to address asset transfers to municipal services corporations as required under section 7 of Ontario Regulation 599/06 (Municipal Services Corporations) made under the Municipal Act. Index 01 Definitions 02 Procedures 03 Scope 04 Process for Transfer 01 Definitions 01.01 Asset - real or personal property, whether tangible or intangible (including money), that has a financial value. 01.02 City - The Corporation of the City of Pickering. 01.03 City Solicitor - the Director, Corporate Services & City Solicitor, or their designate. 01.04 Council - the Mayor and Members of Council for the City. Attachment 2 to Report ECD 09-25 Policy Title: Asset Transfer Policy for Municipal Services Corporations Page 2 of 5 Policy Number: ADM 300 01.05 Destination Pickering Inc. - a Municipal Services Corporation established as an eligible tourism entity for the purposes of Ontario Regulation 435/17 (Transient Accommodation Tax) and to provide tourism promotion services and tourism development services to the City of Pickering. 01.06 Fair Market Value - the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable and willing parties who are under no compulsion to act in a biased manner. 01.07 Municipal Accommodation Tax (“MAT”) - the tax on the purchase of transient accommodation in accordance with City By-law #8161/25 pursuant to Ontario Regulation 435/17 (Transient Accommodation Tax) of the Municipal Act. 01.08 Municipal Accommodation Tax Revenue or MAT Revenue - fifty percent (50%) of the City’s MAT revenue collected after deducting the City’s reasonable costs of collecting and administering the MAT program. 01.09 Municipal Act - the Municipal Act, 2001, S.O. 2001, c. 25, including regulations made under it, as amended. 01.10 Municipal Services Corporation - a corporation incorporated by the City, by itself or together with other public sector entities, in accordance with section 203 of the Municipal Act and section 3 of Ontario Regulation 599/06 (Municipal Services Corporations) made under the Municipal Act. 01.11 Transfer - the act of selling, conveying, leasing or otherwise transferring an interest in property, whether real or personal property, whether or not such transfer involves the exchange of money or another form of consideration. 01.12 Treasurer - the Director, Finance & Treasurer, or their designate. 02 Procedures 02.01 City to: (a) ensure that all applicable legislation, including the Municipal Act, is adhered to in any Asset Transfers. 02.02 Director, Finance & Treasurer to: (a) determine the Fair Market Value of the Asset prior to the Transfer to a Municipal Services Corporation; (b) prepare a statement of the value of any grant to a Municipal Services Corporation or an estimate of the Fair Market Value of any Asset Transfer or other assistance provided at less than Fair Market Value to a Municipal Services Corporation; and Policy Title: Asset Transfer Policy for Municipal Services Corporations Page 3 of 5 Policy Number: ADM 300 (c) record the Transfer or disposition of the City’s Asset in the City’s financial statements in accordance with the Public Sector Accounting Board (PSAB) standards and the City’s financial accounting policies. 02.03 With the exception of Municipal Accommodation Tax Revenues, Council to: (a) review proposed Asset Transfers with a Fair Market Value of more than $5,000.00; and (b) provide approval and terms or conditions, as necessary or appropriate, in advance of the Asset Transfer. 02.04 With the exception of Municipal Accommodation Tax Revenues, the Director, Finance & Treasurer and Director, Corporate Services & City Solicitor to: (a) review proposed Asset Transfers with a Fair Market Value of $5,000.00 or less; and (b) provide approval and terms or conditions, as necessary or appropriate, in advance of the Asset Transfer. 02.05 For Municipal Accommodation Tax Revenues, the Director, Finance & Treasurer to: (a) review and reconcile MAT collections and reasonable costs of collecting and administering the MAT program. 03 Scope 03.01 This policy applies to any instance where assets are transferred by the City to a Municipal Services Corporation. This policy does not apply to asset transfers within City Departments or to other persons or entities. 04 Process for Transfer 04.01 The City may Transfer its Assets to a Municipal Services Corporation on the following terms: 04.01.1 The City shall ensure that all applicable legislation, including the Municipal Act, is adhered to in any Asset Transfers. 04.01.2 Prior to any Asset Transfer, the Director, Finance & Treasurer shall determine the Fair Market Value of the Asset, which determination may involve the use of an appraiser, but such appraisal will not necessarily be required where the Director, Finance & Treasurer is of the opinion that a Fair Market Value can otherwise be accurately determined. 04.01.3 With the exception of MAT Revenues, any Asset Transfer with a Fair Market Value of more than $5,000.00 must be approved by Policy Title: Asset Transfer Policy for Municipal Services Corporations Page 4 of 5 Policy Number: ADM 300 Council in advance of the Transfer. Any Asset Transfer with a Fair Market Value of $5,000.00 or less must be approved by the Director, Finance & Treasurer and the Director, Corporate Services & City Solicitor in advance of the Transfer. 04.01.4 MAT Revenues shall be Transferred to Destination Pickering Inc. in a timely manner and, at a minimum, on an annual basis with conditions that the funds be used for tourism promotion services and tourism development services in accordance with Ontario Regulation 435/17 (Transient Accommodation Tax). 04.01.5 Council, or the Director, Finance & Treasurer and the Director, Corporate Services & City Solicitor, as applicable, may attach any term or condition to any Asset Transfer as they deem necessary or appropriate, including: (a) specifying the permitted use of the Asset or any restrictions on the use of the Asset; (b) providing for an obligation on the Municipal Services Corporation to report to the City on the use of the Asset; (c) providing for an obligation on the Municipal Services Corporation to Transfer back the Asset upon the happening of an event or events; (d) restricting or prohibiting any further Transfer of the Asset; (e) attaching a purchase price of the Asset which is to be paid or owed to the City by the Municipal Services Corporation; (f) attaching any repayment or conditional payment terms; and (g) such other terms or conditions as deemed advisable. 04.02 The Director, Finance & Treasurer shall prepare a statement of the value of any grant to a Municipal Services Corporation or an estimate of the Fair Market Value of any Asset Transfer or other assistance provided at less than Fair Market Value to a Municipal Services Corporation. 04.03 The Director, Finance & Treasurer shall record the Transfer or disposition of the City’s Asset in the City’s financial statements in accordance with the Public Sector Accounting Board (PSAB) standards and the City’s financial accounting policies. 04.04 Where the Province of Ontario or the Government of Canada has contributed funds to any Asset being Transferred, the City shall give notice to the party that made part of the contribution if such notice is required by law or contract. Policy Title: Asset Transfer Policy for Municipal Services Corporations Page 5 of 5 Policy Number: ADM 300 04.05 Where the Province of Ontario has granted a right in an agreement with the City, the City shall obtain the consent of the Minister responsible for the agreement before Transferring such right. Please refer to all associated Procedures and Standard Operating Procedures, if applicable, for detailed processes regarding this Policy. SERVICE LEVEL AGREEMENT THIS AGREEMENT is made as of , 2025. BETWEEN: THE CORPORATION OF THE CITY OF PICKERING (“City”) -and - DESTINATION PICKERING INC. (“Corporation”) RECITALS: A.The Corporation is a municipal services corporation pursuant to OntarioRegulation 599/06 (Municipal Services Corporations) made under the Municipal Act, 2001, S.O. 2001, c. 25, as amended (“Municipal Act”) and is incorporated and existingunder the Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15, as amended. B.The City is the sole member of the Corporation. C.The City has enacted By-law #8161/25 to impose a municipal accommodation tax (“MAT”) on the purchase of transient accommodation pursuant to Ontario Regulation 435/17 (Transient Accommodation Tax) made under the MunicipalAct. D.By way of letter dated April 11, 2025, The Regional Municipality of Durhamprovided its limited authorization for the City to form and operate a tourism municipal services corporation (“Authorization Letter”). E.The Corporation was incorporated to serve as the ‘eligible tourism entity’ forthe purposes of Ontario Regulation 435/17 (Transient Accommodation Tax)and to provide tourism promotion and development services to the City. F.The City desires to provide the Corporation, as its eligible tourism entity, with fifty per cent (50%) of the City’s net annual MAT revenue (comprised of MAT revenues collected by the City in a fiscal year less the City’s reasonable costsof collecting and administering the MAT), which is to be used for the exclusive Attachment 3 to Report ECD 09-25 2 purpose of promoting tourism and subject to the terms and conditions set forth in this Agreement. G. The parties desire to enter into this Agreement to set out reasonable financial accountability matters to ensure that the amounts paid to the Corporation are used for the exclusive purpose of promoting tourism pursuant to Section 6 of Ontario Regulation 435/17 (Transient Accommodation Tax). IN CONSIDERATION OF the mutual covenants and agreements contained herein and subject to the terms and conditions hereinafter set out, the parties agree as follows: ARTICLE 1 – INTERPRETATION 1.1 Defined Terms. In this Agreement, unless the context requires otherwise, the following terms have the meaning ascribed to them as follows: (a) “Agreement” means this agreement and any schedules attached hereto; (b) “Asset Transfer Policy for Municipal Services Corporations” means City Policy No. XXXXX, as amended, governing the transfer of City assets to City-owned municipal services corporations; (c) “Authorization Letter” has the meaning ascribed to it in the Recitals; (d) “Board” means the Board of Directors of the Corporation; being Destination Pickering Inc.; (e) “Canadian GAAP” means the generally accepted accounting principles that are established by the Chartered Professional Accountants of Canada or any successor organization and that are in effect in Canada; (f) “City Clerk” means the Clerk of the City or their designate; (g) “Confidential Information” means any information of a proprietary nature, whether past, present or future, which the receiving party knows or ought to know is confidential and which is communicated to or acquired by it in connection with this Agreement, including financial, commercial, sales, marketing, advertising, customer, and personal information (as defined in MFIPPA); (h) “Council” means the Council of the City; (i) “Effective Date” means the date first written in the introductory clause above; 3 (j) “MAT” has the meaning ascribed to it in the Recitals; (k) “MAT Funds” has the meaning ascribed to it in Section 3.1; (l) “MFIPPA” means the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. M.56, as amended; (m) “Municipal Act” has the meaning ascribed to it in the Recitals; and (n) “Trademarks” means words, designs, symbols, logos, and other marks. 1.2 Conflict between Articles of Incorporation and Agreement. In the event of a conflict between the provisions contained in the Corporation’s articles of incorporation and the provisions contained in this Agreement, the provisions contained in the articles of incorporation will prevail. 1.3 Conflict between Corporation By-laws and Agreement. In the event of a conflict between the provisions contained in the Corporation’s by-laws and the provisions contained in this Agreement, the provisions contained in this Agreement will prevail. ARTICLE 2 – OBJECTIVES AND RESPONSIBILITIES 2.1 Eligible Tourism Entity. The City hereby appoints the Corporation as the City’s ‘eligible tourism entity’ under Ontario Regulation 435/17 (Transient Accommodation Tax) whose mandate is focused on the promotion of tourism throughout the City of Pickering. 2.2 Objectives. The Corporation shall undertake best efforts to provide tourism promotion and development services to the City, while fulfilling the following objectives: (a) promoting and enhancing the City’s profile as a desirable tourist destination; (b) pursuing and implementing the objectives set forth in the 2022 - 2025 Community Visitor Plan and any other strategic plans as adopted by the Corporation from time to time; (c) developing new and innovative tourism products, experiences, and services; (d) supporting the development and growth of the local tourism industry within the City of Pickering; and 4 (e) facilitating collaboration and engagement with key tourism stakeholders to the benefit of the City. 2.3 Responsibilities. The Corporation shall conduct its activities and affairs in a responsible and prudent manner, and as part of that, the Corporation shall: (a) conduct its activities and affairs, and provide its services to the City, in a reliable, effective, efficient, and commercially prudent basis and which complies with all applicable laws and contractual obligations; (b) ensure that its strategic plans, policies, and programs are consistent with the objectives set out in this Agreement, the scope set forth in the Authorization Letter, and the corporate values established by Council or the City from time to time; (c) develop business plan(s) and strategic plan(s) as required; (d) develop annual budgets on or before October 31st, of the preceding fiscal year annually; (e) utilize its assets for the purpose of providing tourism promotion and development services to the City; (f) meet any financial performance standards that are set by the City; (g) be responsible for making policy and operational decisions and shall be accountable for such decisions; (h) act in a manner that does not add financial or reputational risks to the City; (i) ensure the timely and complete exchange of information with the City; (j) not enter into agreements or make financial commitments on behalf of the City; and (k) not indicate to third parties that it represents the interests, positions, resolutions or perspectives of Council or the City, unless expressly authorized in writing by the City to do so. ARTICLE 3 – MAT FUNDS TO CORPORATION 3.1 MAT Funds. Subject to the terms and conditions of this Agreement and the Asset Transfer Policy for Municipal Services Corporations, the City shall transfer to the Corporation fifty per cent (50%) of MAT revenue collected after 5 deducting (from the total MAT revenue collected) the City’s reasonable costs of collecting and administering the MAT program (“MAT Funds”). 3.2 Deposit of MAT Funds. The City will deposit the MAT Funds into an account that is controlled by the Corporation. 3.3 Purpose of MAT Funds. The Corporation acknowledges and agrees that the MAT Funds received from the City will be used for the exclusive purpose of providing the City with tourism promotion and development services which are consistent with the objectives set forth in Section 2.2 and as may be further requested by the City and in compliance with Ontario Regulation 435/17 (Transient Accommodation Tax). ARTICLE 4 – FINANCIAL ACCOUNTABILITY 4.1 Annual Report. The Board shall prepare and approve a report and submit it to the City on or before June 30th, annually. Such a report will include: (a) actual financial results against approved budgets highlighting revenues and expenditure for the Corporation; (b) explanations, notes, and information as required to account for any material variances between the actuals and budgets; (c) information on the progress, accomplishments, and program evaluations relative to the Corporation’s business plan and strategic plan; (d) information that is likely to materially affect the City’s objectives; (e) information regarding any matter, occurrence or other event which is a material breach or violation of any law or contractual obligation, including findings of internal and other audits; (f) information related to any litigation or claims, or any potential litigation or claims, against the Corporation; (g) information regarding the distribution of any funds to other tourism- related entities such that the City can determine that such funds have been used for the promotion and development of tourism in the City of Pickering; (h) information regarding the Corporation’s receipt of grants and other revenues in addition to MAT Funds from the City; and 6 (i) such additional information as the City may specify. 4.2 Interim Reports. The Board shall produce and submit interim reports to the City upon reasonable request, including any information specified by the City. 4.3 Financial Statements. The Board shall prepare and deliver to the City, in a form satisfactory to the City, the Corporation’s annual financial statements signed on behalf of the Board by the Treasurer and one (1) additional member of the Board, together with a copy of the auditor’s report (if any) within six (6) months following the Corporation’s fiscal year-end. The Reports may include but not limited to: (a) Cash Flow Statement (b) Balance Sheet (c) Profit and Loss Statement 4.4 Financial Policies. Where it is both applicable and appropriate as determined by the Board, the policies of Destination Pickering Inc. shall be consistent with the following City of Pickering policies: (a) Financial Control Policy (b) Purchasing Policy (c) P-Card Policy (d) Expense and Mileage Claim Policy 4.5 Auditor. The City may, at any time, appoint an auditor who is engaged in preparing and providing an auditor’s report regarding the Corporation’s reporting and financial operations. 4.6 Access to Records. The City and its representatives may, at any time, access any and all books and records of the Corporation and may make copies thereof. ARTICLE 5 – REGULATORY AND ADMINISTRATIVE MATTERS 5.1 Access Requests. The Corporation is deemed to be an institution for the purposes of MFIPPA and hereby appoints the City Clerk as ‘head’ for the purposes of MFIPPA. 5.2 Confidentiality. The receiving party shall treat Confidential Information of the disclosing party as confidential and shall take such care to protect it as would be taken by a party to protect its own Confidential Information which, at a 7 minimum, would be a reasonable degree of care. The receiving party shall not release, divulge, or disclose Confidential Information to any person at any time during or following this Agreement except with the prior written consent of the disclosing party. The receiving party shall not use Confidential Information for any purpose other than for the purposes of this Agreement. These obligations of confidentiality will not apply to information which is publicly available, which is provided to the receiving party by a third party without obligation of confidentiality, or which is required to be disclosed by law or by court order (so long as the disclosing party has received prior written notification of such court order). These obligations of confidentiality will survive the termination or expiry of this Agreement. 5.3 Policies. The Corporation shall adopt and maintain governance and accountability policies with respect to the following matters through existing City policies or as developed by the Corporation: (a) code of conduct for directors, officers, employees, and volunteers; (b) conflict of interest; (c) sale and other disposition of land; (d) hiring of employees; (e) procurement of goods and services; and (f) other policies as directed by the City from time to time. In the event that the Corporation fails to adopt a policy or the Corporation does not have a policy regarding a particular subject matter, it shall by default be subject to the corresponding or applicable policy that has been adopted by the City. Furthermore, the City may, at any time, require the Corporation to follow any of the City’s policies regarding any subject matter. 5.4 Insurance. The Corporation shall obtain and maintain the necessary and appropriate insurance that a prudent person in the business of the Corporation would maintain, including commercial general liability insurance, with financially sound insurance companies that are licensed to underwrite insurance in the Province of Ontario. The Corporation shall use the same insurance provider that the City uses. The insurance policy will name the City as an additional insured. Upon the request of the City, the Corporation shall provide the City with a certificate of the insurance required by this Agreement. 5.5 Trademarks. (a) The Corporation hereby grants to the City a non-exclusive, royalty-free, non-transferable, limited, revocable licence to use the Corporation’s 8 Trademarks for the purposes of this Agreement and only during the term of this Agreement. (b) The City hereby grants to the Corporation a non-exclusive, royalty-free, non-transferable, limited, revocable licence to use the City’s Trademarks for the purposes of this Agreement and only during the term of this Agreement, so long as such use of the City’s Trademarks are requested and used with the permission of the City’s Communications and Creative Services Branch, and in accordance with the City’s Brand Guidelines, as amended. (c) Each party will retain all of its right, title, and interest in and to its own Trademarks and all goodwill associated with them. Each party shall not do or cause anything to be done which would impair this right, title, or interest, including altering, modifying, or changing the other party’s Trademarks in any manner. ARTICLE 6 – GENERAL PROVISIONS 6.1 Term and Termination. The term of this Agreement commences on the Effective Date and continues until the earlier of: (a) the dissolution of the Corporation; or (b) the City provides the Corporation with written notice of its desire to terminate this Agreement. 6.2 Review of Agreement. The parties shall review this Agreement on the first anniversary date of the Effective Date, and every five (5) years thereafter, to determine whether the parties desire to amend any of the terms of this Agreement. 6.3 Territorial Operation of Corporation. Pursuant to Section 16 of Ontario Regulation 599/06 (Municipal Services Corporations), the City agrees that the Corporation may operate within the boundaries of the City of Pickering. 6.4 Notice. Any notice that is required to be given under this Agreement will be personally delivered or sent by registered mail, courier, or email to: The Corporation of the City of Pickering One The Esplanade Pickering, ON L1V 6K7 Attention: Clerk’s Office Email: clerks@pickering.ca 9 Destination Pickering Inc. One The Esplanade Pickering, ON L1V 6K7 Attention: Chair, Destination Pickering Inc. Email: Notice will be deemed to have been delivered: (a) if delivered personally or sent by email, on the same day if delivered or sent before or at 5:00 pm (EST) and otherwise on the next day; (b) if by courier, on the third day following the day it was sent; or (c) if sent by prepaid registered mail, on the fifth day after the day of mailing. Either party may change its particulars for notice by providing notice to the other party in accordance with Section 6.4. 6.5 Governing Law. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. 6.6 Severability. In the event that any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will not be affected and will continue in full force and effect. 6.7 Assignment. The Corporation shall not assign this Agreement in whole or in part without the written consent of the City. 6.8 Amendment. This Agreement may be amended by the written consent of both parties. 6.9 Waiver of Breach. No waiver of a breach by a party will constitute an amendment or consent to or waiver of any other different or subsequent breach. 6.10 No Partnership or Agency. This Agreement does not create a partnership or agency relationship between the City and the Corporation. 6.11 Enurement. This Agreement enures to the benefit of and is binding upon the respective successors, administrators, and assigns of each party. 6.12 Time of the Essence. Time is of the essence in this Agreement. 6.13 Further Assurances. The Corporation, upon reasonable request of the City, shall do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged, and delivered all such further acts and assurances as may be required for the better carrying out and performance of the terms of this Agreement. 10 [SIGNATURE PAGE TO FOLLOW] 11 The parties have executed this Agreement as of the Effective Date. THE CORPORATION OF THE CITY OF PICKERING Kevin Ashe, Mayor Susan Cassel, City Clerk DESTINATION PICKERING INC. Name: Title: Name: Title: We have the authority to bind the corporation.