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Waterton Community Joint Venture Agreement

 


JOINT VENTURE AGREEMENT

This Joint Venture Agreement (the “Agreement”) entered into effective the first day of November, 2015.

BETWEEN:

IMPROVEMENT DISTRICT #4 (Waterton Lakes National Park)

the duly constituted provincial municipal authority

for Waterton Lakes National Park

(herein called the“ID#4)

and

WATERTON PARK COMMUNITY ASSOCIATION

a non profit corporation incorporated under the

Alberta Societies Act

and carrying on its activities and operations in

Waterton Lakes National Park

(herein called the“WPCA”)

WHEREAS:

The ID#4 and WPCA wish to enter into an association of mutual benefit and agree to set up a joint venture enterprise; and

The ID#4 and WPCA wish to enter into an agreement to carry out the purposes of the joint venture enterprise to define the respective rights, duties and obligations of each of them with respect to the joint venture enterprise.

IN CONSIDERATION OF and as a condition of the ID#4 and WPCA entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

1. Formation and Purpose

a) By this agreement, the ID#4 and WPCA hereby form and establish a joint venture (herein called the “Joint Venture”) to be conducted under the name “Waterton Community Joint Venture”. .

b)The parties to this Agreement form this Joint Venture for the purposes of establishing a long term working relationship between the ID#4 and WPCA to own, operate, control, manage, administer, maintain, and fund the respective assets of each party contributed to this Joint Venture, and to enable the implementation of Community Projects and Community Programs (as set forth in clause 4 hereof), all for the benefit of the businesses in, residents of, and visitors to, Waterton Lakes National Park, and the efficient, cost effective and timely delivery of services in respect of those assets, Community Projects and Community Programs.

2. Place of Business and Term

a) The principal place of business of the Joint Venture shall be located at the Waterton Community Centre, 201 Cameron Falls Drive, Waterton Park, Alberta T0K2M0.

b) The term of the Joint Venture shall commence on November 1, 2015 and shall continue for an indefinite term until terminated or dissolved in accordance with this Agreement.

3. Contributions to the Joint Venture

Each of the parties hereby contributes to the Joint Venture, to own, operate, control, manage, administer, maintain and fund, all of their respective assets, including all contractual, statutory, and regulatory rights, obligations and liabilities with respect thereto, contained within Waterton Lakes National Park and including without limitation:

Contributed by the WPCA:

-Waterton Community Centre, Lions Hall and Teacherage;

-Waterton Lakes Golf Course;

-Existing WPCA Community Programs;

and, where applicable, all associated lands, buildings, facilities, equipment, leases, licenses, permits, contracts, monies, books of account, financial statements, certificates, and other relevant documents.

Contributed by the ID#4:

-Crooked Creek Campground;

-Waterton Community Broadband Network;

-Waterton Community Play Park;

and, where applicable, all associated lands, buildings, facilities, equipment, leases, licenses, permits, contracts, monies, books of account, financial statements, certificates, and other relevant documents.

4. Community Programs and Community Projects

a) The Joint Venture shall establish a series of Community Programs for the general benefit of the Waterton Community or any specific segment thereof. A Community Program is intended to be an ongoing long term undertaking of the Joint Venture and shall be a Joint Venture asset. The Community Programs designated by the Joint Venture shall be described in sufficient detail to enable the Joint Venture to efficiently and cost effectively own, operate, control, manage, administer, maintain and fund the Community Programs. The nature and extent of the Community Programs shall be reviewed and updated, as necessary, periodically and in any event no less than once each year.

b) From time to time subsequent to the effective date hereof, the Joint Venture may originate projects (a “Community Project”) for the general benefit of the Waterton Community or any specific segment thereof. A Community Project is intended to be a short term, one-time undertaking and will be evidenced by the Joint Venture approval of a Project Description setting forth all material terms of the Community Project including, without limitation, a detailed description of the Project, timelines for commencement and

completion of the Project, project coordinator, personnel (including volunteer and paid personnel), contractors, costs of the Project, sources of funding, and any other pertinent information considered necessary to fully inform the Joint Venture of the nature of the Project. . All Community Projects originated pursuant to this clause 4 (b) shall be included in a Community Program and shall be a Joint Venture asset.

c) It is acknowledged and agreed that neither the WPCA nor the ID#4 shall undertake any Community Programs or Community Projects outside of the Joint Venture.

5. Income and other Funds

a) All funds earned or received by either party in respect of assets comprised in the Joint Venture, whether by income, fees, deposits, private or public funds or donations, provincial or federal funding, bank loans or other indebtedness, or otherwise, shall be deemed to be earned or received by the Joint Venture or contributed to the Joint Venture and shall be used for the benefit of the Joint Venture as determined in accordance with this Agreement.

b) Any funds contributed to or earned by the Joint Venture shall remain in the Joint Venture during the term hereof; shall be used for the benefit of the Joint Venture and shall not be withdrawn by either party or paid to either party on their own account during the term of the Joint Venture.

6. Title to Joint Venture Assets

Title to any Joint Venture assets may be held in the name of either party hereto as is determined to be convenient or required and each party who holds title to Joint Venture assets acknowledges and agrees that it holds the entire beneficial interest in and to such assets and title thereto in trust for and on behalf of the Joint Venture in all respects and each party shall, from time to time, execute such trust declarations or other documents as required to evidence such trust. In all cases Joint Venture assets will be applied by the parties exclusively for the benefit and purposes of the Joint Venture and in accordance with this Agreement.

7. Duties and Obligations of ID#4

It is acknowledged that the ID#4 is the Principal Governing Entity of the Joint Venture and its duties shall include (without limitation): a) overall governance, control and decision making in respect of the Joint Venture, the Joint Venture assets, Community Programs and Community Projects;

b) originating and/or approval of Community Programs and Community Projects from time to time;

c) prioritizing capital and maintenance expenditures in respect of Joint Venture assets, Community Programs and Community Projects;

d) approval of yearly budgets for all Joint Venture assets, Community Programs and Community Projects;

e) ensuring appropriate funding is in place for all direct and indirect costs and expenditures in respect of approved budgets and non-budgeted matters that have been approved by the Joint Venture;

f) assisting the WPCA, where required or advisable, in respect to obtaining grant funding or other financial assistance regarding Joint Venture matters;

g) where necessary or advisable, communicating and consulting with the Waterton community in respect of all aspects of the Joint Venture;

h) maintaining close contact, co-operation and communication with Parks Canada in matters of mutual interest; and

i) providing overall direction and oversight regarding the affairs of the Joint Venture, the Joint Venture assets, Community Programs and Community Projects, which may include establishing, from time to time, Joint Venture management roles and positions such as an Executive Management Committee comprised of members of the ID#4 Council and WPCA Board of Directors, and a Joint Venture General Manager of Operations.

8. Duties and Obligations of WPCA

It is acknowledged that the WPCA is the Operating Entity of the Joint Venture and its duties shall include (without limitation);

a) management and operating services in respect of the Joint Venture and Joint Venture assets, Community Programs and Community Projects using ID#4 , WPCA and/or Joint Venture personnel, employees and independent contractors;

b) financial services including providing services (using approved bookkeeping personnel) to:

-maintain bank accounts for the various Joint Venture assets,

-establish lines of credit with financial institutions in order to be able to better manage

cash flows associated with the Joint Venture assets;

-prepare bank deposits, track accounts receivable and payable,

-prepare month end reconciliations,

-GST tracking, recording, filing and payment, where necessary,

-prepare monthly financial statements for the Joint Venture assets,

-assist in internal audits of Joint Venture assets,

-work with the ID#4 to ensure cost controls are maintained in respect of each Joint

Venture asset, Community Program or Community Project;

-generally prepare and maintain up to date books of account and financial records;

c) preparation of annual and other budgets for Joint Venture assets, Community Programs and Community Projects as directed by the Joint Venture;

d) preparation of Project Descriptions for approval of the Joint Venture;

e) reporting on a regular basis to the Joint Venture as to the status of the Joint Venture assets and make recommendations to the Joint Venture for improvements or efficiencies;

f) Assist and liaise, where necessary, in consultations and communications with the Waterton Community, including Parks Canada, in respect of the implementation and facilitation of Joint Venture assets, Community Programs and Community Projects;

g) contract on behalf of the Joint Venture for services to be provided by employees or independent contractors;

h) generally carry out the day to day responsibilities associated with the management and operation of the Joint Venture, Community Programs and Community Projects;

provided that nothing herein shall require the WPCA to advance funds or incur obligations or indebtedness for its own account, nor to undertake any action that may be in breach of its By-Laws.

9. Books of Account

Accurate and complete books of account of the transactions of the Joint Venture will be kept in accordance with generally accepted accounting principles and at all reasonable times will be open for inspection and examination by either party. The books and records of the Joint Venture will reflect all the Joint Venture’s transactions and will be appropriate and adequate for the business conducted by the Joint Venture and which will include, where necessary or advisable audited statements with respect to some or all of the Joint Venture assets and operations.

10. Meetings

a) Regular meetings of the ID#4 Council and WPCA Board of Directors will be held as required and in any event no less than once every six months. To the extent possible such meetings will coincide with regular meetings of the ID#4 Council and WPCA Board, solely for logistical and travel purposes.

b) Minutes of all meetings will be maintained by the WPCA and provided to each party.

c) It is agreed that the joint meetings of both parties shall be primarily for consultative and advisory purposes. All decisions shall be by consensus and in the event that consensus is unachievable, the final decision rests with the ID#4 Council, whose decisions will be communicated to the WPCA for implementation and management in accordance with this Agreement.

11. Dissolution of the Joint Venture

The Joint Venture will be dissolved and this Agreement shall terminate in the event of any of the following:

a) upon the mutual agreement of the parties as set out in a resolution to that effect signed by both parties, in which case the assets set out in clause 3 (a) hereof shall revert to and be transferred to the WPCA free and clear of any financial obligations or encumbrances, and the balance of the Joint Venture assets shall be transferred to the ID#4.

b) in circumstances where the ID#4 ceases to exist as a provincial municipal authority (due to provincial government regulation or otherwise) exclusively for Waterton Lakes National Park, in which case all Joint Venture assets shall revert to and be transferred to the WPCA free and clear of any financial obligations or encumbrances.

12. Transfer of Joint Venture Interest

Neither party may in any way alienate their interest in the Joint Venture, the Joint Venture assets, Community Programs or Community Projects and any such prohibited transfer, if attempted, will be null and void and of no force and effect.

13. Miscellaneous

a) A party will be free of liability to the Joint Venture and other party where the first party is prevented from executing its obligations under this agreement in whole or in part due to force majeure where the first party has communicated the circumstance of that event to the other party and the first party has taken any and all appropriate action to mitigate that event.

b) All matters relating to this Agreement and the Joint Venture will be treated by the ID#4 Council and WPCA Board of Directors as confidential and no such person shall disclose or allow to be disclosed and Joint Venture matters, directly or indirectly, to any third party without the prior written approval of both parties except where the information properly comes into the public domain.

c) The Joint Venture will insure the Joint Venture assets against loss where reasonable and standard practice in the industry and where required by any law, regulation or contract and insurance will be provided on behalf of any party, director, employee, agent or other person engaged in the business interest of the Joint Venture against any liability asserted against them or incurred by them while acting in good faith on behalf of the Joint Venture. All personnel provided by either party in the performance of the duties and services contemplated under this Agreement shall, if applicable, be fully covered under applicable Worker’s Compensation legislation and regulations.

d) Each party to this Agreement will be indemnified and held harmless by the Joint Venture from any and all harm or damages of any nature relating to the party’s participation in the affairs of the Joint Venture except where the harm or damages result from the gross negligence or wilful misconduct on the part of such party.

e) No party will be liable to the Joint Venture or to the other party for any error in judgement or any act or failure to act where made in good faith.

f) The parties hereto submit to the jurisdiction of the courts of the Province of Alberta for any matters related to this Agreement.

i) This Joint Venture is a contractual joint venture and will not constitute a partnership.

j) Time is of the essence in this Agreement.

k) Any notice or delivery required to be made pursuant to this agreement will be deemed completed when hand delivered, in the case of the ID#4 to any member of Council, and in the case of the WPCA to any member of the Board of Directors.

IN WITNESS WHEREOF this Agreement has been duly executed effective as of the date first above written.

IMPROVEMENT DISTRICT #4 (Waterton Lakes National Park)

Per: ______________________

Per: _______________________

WATERTON PARK COMMUNITY ASSOCIATION

Per: _______________________

Per: _______________________