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12-20COUNTY OF ELGIN By-Law No. 12-20 "BEING A BY- LAW TO APPOINT JGM CONSULTING AS THE INTEGRITY COMMISSIONER FOR THE COUNTY OF ELGIN PURSUANT TO SECTIONS 9, 10, 11 AND 223.3 OF THE MUNICIPAL ACT, 2001, S.O. 2001, C.25, AS AMENDED" WHEREAS effective January 1'2OO8. Section 223.3of the Municipal Act, 2OO1, as amended, (the Act) authorizes a municipal council to appoint an Integrity Commissioner who is responsible for performing in an independent manner functions related to the Code of Conduct of members of councit and Iocal boards; and WHEREAS such services shall be undertaken by an Integrity Commissioner appointed by the County, pursuant to Sections 9, 10, 11 and 223.3 of the Act; and WHEREAS the County deems it advisable to appoint JGM Consultirig (John G. Maddox, principal) as Integrity Commissioner to perform the services as referred to above; and WHEREAS JGM Consulting has expressed interest in providing services to the County and its constituent municipalities acting as Integrity Commissioner on the terms and conditions as agreed from time to time and under written agreement in the form and of the content attached as Schedule "A" hereto; NOW THEREFORE BE IT RESOLVED THAT the Municipal Council of the Corporation of the County of Elgin hereby enacts as follows: 1. THAT, subject to execution of the agreement attached as Schedule "A" hereto, JGM Consulting is hereby appointed as Integrity Commissioner for the County of Elgin to perform those functions set forth in Section 223.3 through 223.6 of the Municipal Act, 2001 (Ontario) including but unlimited to: a) Advice as to the application of the Code of Conduct and any related procedures, rules, and policies governing the ethical behavior of members of council and local boards; b) Conducting inquiries in respect of any requests alleging contravention of the Code of Conduct and/or any other procedures, rule or policy governing the ethical behavior of members of councU and Iocal boards; and c) Reporting to council for the Corporation of the County of Elgin as to activities as Integrity Commissioner, including but not limited to reports as to the results of any inquiry into alleged contravention and/or an annual report of activities as Integrity Commissioner. 2. THAT this by-law shall come into force and take effect on September 1, 2012. READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 24TH DAY OF JULY 2012. --� —�- K8@dxG.K8COOn8..k. Chief Administrative Officer. Bill Walters, 2 SCHEDULE "A" By-Law No. 12-20 AGREEMENT FOR MUNICIPAL INTEGRITY COMMISSIONER THIS AGREEMENT made as of the day of BETWEEN: CORPORATION OF THE COUNTY OF ELGIN (Hereinafter referred to as "Elgin") OF THE FIRST PART AND: JOHN G. MADDOX, carrying on business as JGM CONSULTING (Hereinafter referred to as the "JGM") OF THE SECOND PART WHEREAS: (A) Section 223.3 through 223.6 of the Municipal Act, 2011, S.O. 2011, c.25 (the "Act") contemplates and authorizes a municipality to appoint an Integrity Commissioner to, among other things, provide advice and guidance to members of Council and local boards as to the application of any Code of Conduct and municipal procedures, rules, and policies relating to their ethical behavior, and, furthermore, to making inquiry into requests as to alleged contraventions of any such Code of Conduct by a member of Council or board and to report the results of such inquiry to the municipality; (B) In appointing an Integrity Commissioner and in assigning powers and duties to him or her, a municipality is to have regard to, among other things: i) the independence and impartiality of the said Commissioner; ii) confidentiality in respect of the activities of the Integrity Commissioner; iii) the credibility required to be attributed to the role of the Integrity Commissioner; and (C) Elgin is satisfied that JGM has the skills and ability to meet the foregoing criteria. NOW THEREFORE, in consideration of the payment of the sum of one dollar ($1.00) by each party to the other and the covenants and hereinafter set forth, the sufficiency and receipt of which consideration is herby acknowledged, the parties hereto agree as follows: 1. Term — The term of this agreement is for the period of 40 consecutive months commencing September 1, 2012 (the "commencement date") and ending on December 31, 2015 unless subject to prior early termination by either of the parties hereto and/or as otherwise renewed or extended by agreement of the parties. 2. Services — Elgin hereby retains and appoints JGM as Integrity Commissioner for the purposes of Sections 223.3 though 223.6 of the Act and JGM accepts such appointment and agrees to provide such services as are reflected in the Act and as requested by the municipality, at all times in accordance with and to the standards as set forth in the Act. JGM confirms that such services will be rendered by John G. Maddox, save and accept as otherwise delegated in accordance with this agreement. 3. Duties — As Integrity Commissioner, JGM shall perform the duties and have the powers provided for in the Act, including but not limited to the following: 3 (1) Advisory: upon proper request, provide written and/or verbal advice to individual members of Council respecting the application of the Code of Conduct and/or any other procedures, rules, and policies relating to and reflecting upon their ethical behavior, including but not limited to general interpretation of the Municipal Conflict of Interest Act (Ontario); and furthermore and when appropriate, providing the full Council with specific and general opinions and advice respecting compliance by elected officials in respect of the provisions of governing statues the Code of Conduct and any other applicable procedures, rules, and policies. (2) Compliance Investigation/Determinations: upon proper request from a member of Council or local board, municipal administration or one or more members of the public, to conduct an inquiry and make a determination as to any alleged contravention of the Code of Conduct or applicable procedures, rules, and policies by a member of Council or local board and, thereafter, to report the details and results of such inquiry to municipal Council. (3) Educational: provide the Chief Administrative Officer or as directed with an annual report of activities during the previous calendar year as Integrity Commissioner, including but not necessarily limited to advice given to Council or individual members of Council and a summary of inquiry results and determinations; furthermore, provide outreach programs to members of Council and local boards and relevant staff on legislation, protocols, and office procedures emphasizing the importance of compliance with a Code of Conduct for public confidence in Municipal Government; and, furthermore, dissemination of information available to the public on the website operated by Elgin. Notwithstanding that set forth above, the parties acknowledge and agree that the function of the Integrity Commissioner is to provide advice and opinion to Council and members thereof, to provide independent complaint prevention, investigation, adjudication, and resolution to members of Council and the public, and education respecting adherence with the Code of Conduct for members of Council and other procedures, rules, and policies governing ethical behavior. The parties hereto also acknowledge and agree the JGM, as Integrity Commissioner, will perform services, and in particular those services relating to advisory and educational duties, in a manner so as to avoid duplicated advice, opinion, and cost in respect of identical requests and inquiries — for example, the Integrity Commissioner shall decline to provide individualized advice and opinion to more than one member of Council or a local board on identical issues but should choose to provide general advice to Council or such local board as a whole to answer all such inquiries. In addition, it is recognized that JGM, as Integrity Commissioner, will likely receive requests for advice on matters involving compliance with the Municipal Conflict of Interest Act (the "MCIA") — while the Integrity Commissioner may provide general interpretation of the MCIA, it is expected that individual members of Council or local boards will seek independent legal advice on a specific question of individual compliance with such legislation. 4. Joint Retainer — JGM agrees that, in addition to appointment as Integrity Commissioner for the Corporation of the County of Elgin, he shall also accept appointment and provide services as Integrity Commissioner for the member municipalities indentified in Schedule "B" hereto, including execution of an agreement of similar form and content to this agreement with each such individual member municipality upon request. 5. Fees a) Annual Retainer — Prior to the commencement date of this agreement, Elgin shall pay to JGM the sum of ONE THOUSAND FIVE HUNDRED DOLLARS ($1,500.00) as an annual retainer for appointment as Integrity Commissioner for the County of Elgin. In addition and prior to the commencement date of any such agreement with a member municipality, Elgin shall also pay to JGM the sum of FIVE HUNDRED DOLLARS ($500.00) as an annual retainer for the appointment as Integrity Commissioner for each of the members municipalities identified in Schedule "A" hereto. 4 b) Hourly Rate — JGM will be paid a fee of ONE HUNDRED DOLLARS PER HOUR ($100.00/hour), plus applicable taxes, for time devoted to services as Integrity Commissioner for Elgin and, where applicable following appointment, for each of the member municipalities identified in Schedule "A" hereto; provided that JGM will charge such hourly rate only for time actively devoted to the duties described in Section 3 above. For purposes of clarity, JGM shall not charge Elgin or, where applicable, any member municipality, for travel time. c) Expenses — Upon presentation of receipts, JGM will be entitled to reimbursement of expenses incurred in relation to performance of duties contemplated by this agreement, including but not limited to food and hotel costs, car rental, railway transportation, and/or fuel charges, all at the respective municipal rates then in affect. d) Legal Advice/Fees — The parties agree that, when necessary, JGM may arrange for and receive legal assistance and advice to properly perform the duties contemplated by this agreement. The parties agree that, as a direct cost and not as a reimbursable expense, Elgin shall pay the cost of such legal assistance and advice. e) Invoicing — JGM agrees the hourly fees and related expenses for which reimbursement will be sought and as referred to above shall be charged and invoiced to the municipal corporation from which the request originated and to whom the service was provided. For purposes of clarity, JGM shall charge hourly rates and reimbursable expenses to Elgin only for those requests for services as originating from the Corporation of the County of Elgin. Notwithstanding the joint retainer as referred to above, JGM shall not hold Elgin or, where applicable, any other member municipality responsible for the costs of services rendered or expenses incurred save and except for those relating to requests originating in Elgin or any such identified member municipality. f) Payment without deduction — The parties hereto agree that invoices rendered by JGM and payments by Elgin shall be without deduction, specifically for any contributions imposed or required by law for employment insurance, health costs, social insurance, income tax, workers compensation, or mandatory pension. Elgin assumes no obligation or liability as between the parties hereto to deduct or remit any statutory or government remittances. 6. Delegation — In the event that more than one request or complaint is made at any one time and requiring the rendering of more than one service, including more than one investigation, JGM may determine it necessary to delegate some or all of the powers and duties reflected above and JGM is authorized to arrange for and effect such delegation in writing; provided that such delegation shall not be made to a member of Council and provided further that the person, body, or agency to whom such delegation is made agrees in writing to be governed by the terms of this agreement. The person, body, or agency to whom such delegation shall be made shall be under the supervision and direction of JGM. The aforenoted delegation shall not result in any increased expense to Elgin. JGM shall prepare and render an invoice to Elgin which accounts for the costs of the delegatee and JGM shall be responsible for the fees and disbursements of such delegatee. 7 Independent Contractor — Notwithstanding the appointment as a statutory officer, the parties agree and acknowledge that JGM is a contractor independent of Elgin. Nothing within this agreement shall be interpreted to render or create a relationship of employer/employee, partnership, franchise, agency, joint venture or other like arrangement as between JGM and Elgin. 8. Statutory Officer — For purposes of the agreement and solely for the purpose of arranging for errors and omission insurance, the Integrity Commissioner shall be deemed to hold the status of "Statutory Officer" under the Municipal Act. 9. Indemnification — Elgin agrees to indemnify and save harmless JGM, its agents and assigns, from and against any and all liabilities, losses, suits, claims, demands, damages, expenses, costs (including all legal costs), fines and actions of any kind 5 or nature whatsoever arising out of or in connection with the provision of services and carrying out of duties as contemplated hereunder, including but not necessary limited to any alleged breach of this agreement, any procedural defect, or any breach of relevant statutory provisions. 10. Early Termination — The within agreement may be terminated by either party at the end of any calendar year, save and except for the calendar year 2012, by delivery of a written notice of such early termination delivered on or before December 1st of any such calendar year during the term of this agreement. 11. Notice — Any notice required pursuant to this agreement shall be delivered to the respective parties hereto at the following addresses: For Elgin — County of Elgin, 450 Sunset Drive, St. Thomas, ON, N5R 5V1 For JGM — JGM Consulting, #42 - 99 Edgevalley Rd., London, ON, N5Y 5N1 Any written notice between the parties hereto which specifically excludes any invoice rendered herein, shall be delivered or sent by pre-paid registered mail addressed to the parties at the respective addresses listed above. Notice shall be deemed to have been received on the date on which notice was delivered to the addresses designated or, in the case of mailing, on the fifth day after the date of mailing. 12. Severability — All paragraphs, terms, and conditions of this agreement are severable and the invalidity, illegality or unenforceability of any such paragraph, term, or condition shall be deemed not to affect the validity, legality, or enforceability of the remaining paragraphs, terms and conditions. 13. Complete Agreement — This agreement, including any schedule hereto, constitutes the entire agreement between the parties and supersedes all prior agreements, negotiations and discussions, whether oral or written, with respect to the subject matter of this agreement. 14. Enurement — This agreement shall enure to the benefit of and is binding upon the parties hereto and their respective successors and permitted assigns. IN WITNESS WHEREOF the parties are to have caused the agreement to be signed and sealed and/or executed by their respective officers which are duly authorized as of the date first written above. SIGNED, SEALED AND DELIVERED THE CORPORATION OF THE COUNTY OF ELGIN IN THE PRESENCE OF: ,0000 Per: Bill Walters, Warden Per: Mark G. McDonald, Chief Administrative Officer We have authority to bind the Company 6 APPENDIX "B" By-Law No. 12-20 INCLUDED MUNICIPALITIES The Included Municipalities under this Agreement shall be, subject to written confirmation of participation; The Corporation of the Municipality of Bayham The Corporation of the Municipality of Central Elgin The Corporation of the Municipality of Dutton/Dunwich The Corporation of the Municipality of West Elgin The Corporation of the Town of Aylmer The Corporation of the Township of Malahide The Corporation of the Township of Southwold