2005-080 To Authorize the Execution of an Agreement between The Corporation of the Township of Oro-Medonte and Her Majesty the Queen in Right of Province of Ontario as represented by the Minister of Transporat
THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
BY-LAW NO. 2005-080
Being a By-law to Authorize the Execution of an Agreement
between The Corporation of the Township of Oro-Medonte
and Her Majesty the Queen in Right of the Province of Ontario
as represented by the Minister of Transportation
WHEREAS Section 11 (1) of the Municipal Act 2001, R.S.O. 2001, c.25, authorizes a
municipality to pass by-laws respecting matters pertaining to highways, including
parking and traffic on highways;
AND WHEREAS the Corporation of the Township of Oro-Medonte does, pursuant to
municipal by-laws, issue tickets to persons committing a parking infraction in
contravention of such municipal by-laws;
AND WHEREAS the Ministry of Transportation maintains computer databases
containing residential address information pertaining to the registered holders of motor
vehicle licence plates;
AND WHEREAS the Municipality requires access to the information for the purpose of
commencing a legal proceeding against a registered licence plate holder who has
committed a parking infraction in contravention of a municipal parking by-law;
AND WHEREAS the Ministry shall permit the Municipality access to the Ministry's
information subject to the terms and conditions of the Agreement;
AND WHEREAS it is deemed expedient to enter into an Agreement between the
Township of Oro-Medonte and Her Majesty the Queen in Right of the Province of
Ontario as represented by the Minister of Transportation;
NOW THEREFORE the Council of The Corporation of the Township of Oro-Medonte
hereby enacts as follows:
1. That the Mayor be authorized to execute the Authorized Requester Agreement
(Municipal Parking Tag Program) between the Township of Oro-Medonteand Her
Majesty the Queen in Right of the Province of Ontario as represented by the
Minister of Transportation, attached hereto as Schedule "A";
2. That this By-law shall come into full force and effect on its final passing thereof.
READ A FIRST AND SECOND TIME THIS 13th DAY OF JULY, 2005.
READ A THIRD TIME AND FINALLY PASSED THIS 13th DAY OF JULY, 2005.
THE CORPORATION OF THE TOWNSHIP OF ORO-MEDONTE
r2~~
or, J. Neil Craig
II Clerk, Maril
II
1H '.
.
Schedule "A" to
By-Law No. 2005-080
AUTHORIZED REQUESTER
AGREEMENT
(MUNICIPAL PARKING TAG PROGRAM)
BETWEEN
HER MAJESTY THE QUEEN IN RIGHT
OF ONTARIO, as represented by the
Minister of Transportation
AND
The Corporation of the Township of
Oro-Medonte
AUTHORIZED REQUESTER AGREEMENT
THIS AGREEMENT made as of the 6th day of June, 2005 (the "Effective Date").
BETWEEN:
HER MAJESTY THE QUEEN in right of Ontario, as represented
by the Minister of Transportation
("MTO")
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The Corporation of the Township ofOro-Medonte
(the "Mnnicipality").
WHEREAS:
A. MTO maintains computer databases containing information pertaining to driver, vehicle
and motor carrier records;
B. The Municipality requires access to such information for the purpose of commencing
legal proceedings against registered licence plate holders who have committed parking
infractions under Part II of the Provincial Offences Act (Ontario), and/or in contravention
of a municipal parking by-law; and
C. MTO is prepared to permit the Municipality to obtain such access, subject to the
provisions of this Agreement.
NOW THEREFORE MTO and the Municipality agree as follows:
ARTICLE 1
DEFINITIONS AND SCHEDULES
1.1 Definitions.
In this Authorized Requester Agreement, unless the context requires a different meaning, the
following terms shall have the following meanings:
"Agreement" means this agreement entitled "Authorized Requester Agreement", including the
attached Schedules, any documents or instruments incorporated by reference in this agreement,
and any amendments to any of the foregoing that may be agreed to in writing by MTO and the
Municipality or that are otherwise provided for in this agreement.
"Application" means the application, in the form approved by MTO, submitted by the
Requestor to become an Authorized Requester.
"ARTS" means the Authorized Requester Information System of MTO, which is an electronic
system used by MTO to receive Licensed Information Requests from Authorized Requesters, and
to send Licensed Information Responses to Authorized Requestors and to maintain client profiles,
as such system may be modified by MTO from time to time.
"Andit" and similar expressions mean the performance by, or on behalf of MTO, of such audits,
reviews, investigations, inspections, confirmations, certifications, tests, studies and
determinations of, or relating to, any matter or thing pertaining to this Agreement.
"Anthorized Reqnester" means any person or other organization (including other
municipalities) to whom MTO has, pursuant to an agreement, granted a non-exclusive, non-
assignable and non-transferable licence to access and use the Licensed Information solely for
Authorized Uses.
"
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"Authorized Staff' means:
(a) employees of the Municipality, and
(b) individual third party contractors (but not corporations, partnerships or other
legal entities) engaged by the Municipality to perform employee-like functions,
who need to access such Licensed Information or Passwords, in order for the Municipality to use
the Licensed Information for Authorized Uses in accordance with this Agreement, and who are
listed in Part A-2 of Schedule "A".
"Authorized Uses" has the meaning set out in section 4.1.
"Business Day" means a day other than a Saturday, Sunday or a statutory, civic or public
service holiday observed in the Province of Ontario.
"Ctaims" means any claims, demands, actions, causes of action, suits or proceedings against, or
damages (including indirect, special, incidental, consequential or punitive damages), losses,
liabilities or obligations of MTO, or ofMTO's employees, agents or contractors.
"Confidential Information" has the meaning set out in section 5.1.
"Contractor Security Agreement" means a privacy and confidentiality agreement between the
Municipality and Authorized Staff who are individual third party contractors engaged by the
Municipality, in the form specified by MTO.
"Damages" means losses, compensation, damages (including indirect, special, incidental,
consequential and punitive damages), expenditures, costs (including reasonable administrative
costs and reasonable legal fees and costs), expenses, interest, liabilities, judgements, awards,
taxes, fines, penalties, charges and amounts paid in settlement.
"Declaration" has the meaning set out in section 10.2.
"Delivery Channel" means the method or system by which a Licensed Information Request is
transmitted or delivered from the Municipality to MTO or by which a Licensed Information
Response is transmitted or delivered from MTO to the Municipality.
"Disclose" means directly or indirectly disclose, provide, distribute, exchange, sell, license,
lease, give, make available or permit access to or use of; and "Disclosed", "Disclosing" and
"Disclosure" have corresponding meanings.
"Driver, Vehicle and Carrier Databases" means the computer databases maintained by MTO
that contain the Licensed Information.
"Effective Date" means the effective date of this Agreement, as set out at the beginning of this
Agreement.
"Employee Security Statement" means a privacy and confidentiality statement in the form
attached as Schedule "B", as may be modified by MTO from time to time.
"Fees" means those fees set out in Schedule "C".
"FOIPPA" means the Freedom of Information and Protection of Privacy Act (Ontario), as
amended from time to time
"Fiscal Year" means a twelve (12) month period beginning on April I and ending on March 31 of
the following year.
"Governmeut of Ontario" means Her Majesty the Queen in right of Ontario or any ministry,
agency, board, commission, department, corporation or other legal entity of or owned by the
Government of Ontario.
"Grant" has the meaning set out in section 2.1.
"Initial Term" has the meaning set out in section 3.I(a),
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"Licensed Informatiou" has the meaning set out in Part A-I of Schedule "A":
"Licensed Iuformation Request" means one request for Licensed Information contained in
one collection of Licensed Information and pertaining to one driver, which request is in the
format stipulated by MTO from time to time, and which request is transmitted or delivered by
the Municipality to MTO using a Delivery Channel specified in Part A-I of Schedule "A".
"Licensed Iuformation Response" means the Licensed Information (or other response such as
"no information available") transmitted or delivered by MTO to the Municipality, using a
Delivery Channel specified in Part A-I of Schedule "A", in response to a Licensed Information
Request.
"Licensed Personal Information" means any Licensed Information that is Personal
Information.
"MF01PP A" means the Municipal Freedom of Information and Protection of Privacy Act
(Ontario), as amended from time to time.
"Non-disclosure Agreement" has the meaning set out in section 5.3(c).
"Password" means any password, key, code or identifier assigned to a user in connection with
making Licensed Information Requests or receiving or accessing Licensed Information Responses.
"Permitted Recipient" has the meaning set out in Part A-I of Schedule" A".
"Personal Information" means personal information as defined in FOIPP A.
"Personal Information Records" means all Records of, or containing, Personal Information
that is Processed by the Municipality in connection with the performance by the Municipality of
the Municipality's obligations under this Agreement or the exercise by the Municipality of the
Municipality's rights under this Agreement.
"Privacy Default" means a breach of: (i) any Privacy Laws; or (ii) any of the provisions of this
Agreement relating to the Municipality's compliance with the Privacy Laws, including
Schedule "D"; or (iii) any other provision of this Agreement where such breach involves or
results in any Processing of (or failure to Process) Personal Information that is not strictly in
accordance with this Agreement.
"Privacy Laws" means (a) FOIPPA (b) MFOIPPA and (c) the provisions of any other law from
time to time that address any Processing of (or failure to Proccss) Personal Information.
"Process" means directly or indirectly create, access, collect, process, receive, hold, store, use
or Disclose; and "Processed" and "Processiug" have corresponding meanings.
"POA" means the Provincial Offences Act (Ontario) as amended from time to time.
"Records" means the records of the Municipality in any format or medium, including any
"record" as defined in FOIPP A.
"Records Custodian" has the meaning set out in section 9.5.
"Supporting Document" means any of the documents which
(a) support or verify information contained in the Application (as such information
may subsequently have been changed in accordance with section 12.2 (a)); and
(b) are listed in Part A-I of Schedule" A" .
"Term" means the Initial Term and any renewal(s) of this Agreement made in accordance with
section 3.I(b).
"Warranty" means any representation, warranty or condition, express, implied, collateral or
statutory.
..
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1.2 Schedules.
The following attached Schedules form part of this Agreement:
Schedule "A"
Schedule "B"
Schedule "C"
Schedule "D"
Schedule "E"
Specifications (Part A-I and Part A-2)
Employee Security Statement
Fee Schedule
Audit, Inspection and Review
Form of Monthly Report
Schedule "F"
Form of Annual Report
Schedule "G"
Form ofMTO Report
ARTICLE 2
GRANT OF LICENCE
2.1 Grant.
Subject to the provisions of this Agreement, MTO hereby grants to the Municipality a non-
exclusive, non-assignable and non-transferable licence (the "Grant") to access and use the
Licensed Information solely for the Authorized Uses.
2.2 Title.
The Municipality acknowledges and agrees that MTO (or the Government of Ontario) is and
shall at all times remain the sole owner of all right, title and interest in the Licensed
Information, including all intellectual property rights (such as copyright) and other proprietary
rights and trade secrets. Accordingly, the Grant is not, and shall not be deemed to be, a transfer,
sale or disposition of any or all of MTO's right, title or interest of any kind in the Licensed
Information.
2.3 Changes in Licensed Information.
(a) Despite any other provision of this Agreement, the Municipality acknowledges
and agrees that MTO reserves the right in its absolute discrction to add to,
withdraw from, or change the content or structure of, or subject matter covered
by, or cease to make available, any or all of the Licensed Information at any
time.
(b) Upon implementation by MTO of any of the changes contemplated in sectiou
2.3(a) above, all references to "Licensed Information" in this Agrecment shall
be deemed to be amended to reflect such changes.
2.4 No Guarantees or Warranties
The Municipality acknowledges and agrees that MTO does not warrant or guarantec the
accuracy of the Licensed Information.
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ARTICLE 3
TERM
3.1 Term.
Subject to the provisions of this Agreement:
(a) This Agreement shall be effective on the Effective Date and shall continue in
force for an initial term of twelve months (the "Initial Term").
(b) This Agreement shall be automatically renewed for subsequent terms of twelve
(12) months each, provided that:
(i) neither party provides to the other, at least thirty (30) days before the
expiry of the then current term, written notice of that party's intention
not to renew;
(ii) if requested by MTO, prior to such renewal the Municipality signs the
form of authorized requester agrcement that MTO thcn requires to be
signed by Authorized Requcsters;
(iii) the Municipality has updated the list of Authorized Staff contained in
Part A-I and Part A-2 of Schedule "A" and has reviewed and
affirmed such list in accordance with section 8.1;
(iv) the Municipality has updated the information contained in the
Application and has reviewed and affirmed such information in
accordance with section 12.2; and
(v) prior to such renewal the Municipality has satisfied any other
conditions that may be stipulated by MTO for the renewal of the Grant
3.2 Early Termination.
This Agreement shall automatically terminate in the event that MTO ceases to make available
any Licensed Information to third parties outside of the Government of Ontario.
3.3 Terminatiou Without Cause.
Notwithstanding any other provision of this Agreement, this Agreement may be terminated
without liability by either party giving to the other party thirty (30) calendar days prior written
notice of termination.
ARTICLE 4
AUTHORIZED USES
4.1 Authorized Uses.
The Municipality shall access and use the Licensed Information solely for the following uses
(the "Authorized Uses"):
(a) to send to registered licence plate holders notices that are prescribed by law where
a legal proceeding has been commenced by the Municipality against the
registered licence plate holder alleging that the registered licence plate holder has
committed an infraction against Part II of the Provincial Offence Act (Ontario)
and/or.a parking by-law enacted by the Municipality; and
(b) to have Licensed Information certified by MTO for legal proceedings where it is
alleged that the registered licence plate holder has committed an infraction against
a parking by-law enacted by the Municipality.
"
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4.2 Changes to Authorized Uses.
Despite section 4.1, the Municipality acknowledges and agrees that MTO shall have the right
unilaterally to amend or delete any or all of the Authorized Uses at any time, effective upon
written notice to the Municipality setting out the applicable amendment(s) or deletion(s).
4.3 Informed Consent.
Despite section 4.1, if required by MTO, the Municipality shall, prior to requesting, accessing
or using any Licensed Information under this Agreement, obtain the informed consent of the
individual to whom the Licensed Information is referable.
4.4 Demoustration that Uses Authorized
Upon MTO's request from time to time, the Municipality shall reasonably demonstrate that the
Municipality's use of any particular Licensed Information (as specified by MTO) has been
strictly in accordance with this Agreement. For avoidance of doubt, any breach of the
requirements of this section 4.4 shall constitute a Privacy Default.
4.5 Data Matching and Data Profiling.
(a) Subject to the Authorized Uses, the Municipality shall not develop, or derive
for any purpose whatsoever, any other product, work or database in human-
readable or machine-readable form or otherwise, that incorporates, modifies, or
uses in any manner whatsoever, any Personal Information contained in, or
obtained from, the Licensed Information. This section shall not, however,
apply with respect to any specific Personal Information which the Municipality
had in its possession prior to receiving the Licensed Information.
(b) Subject to the Authorized Uses, the Municipality shall not place any data which
was not obtained under this Agreement, into a database containing Personal
Information obtained under this Agreement, other than as first authorized by
MTO in writing.
4.6 Individuals Not to be Contacted.
The Municipality shall not use the Licensed Information directly or indirectly to locate or
contact any individual to whom the Licensed Information is directly or indirectly referable,
other than as expressly stated in the Authorized Uses.
4.7 Survival
For the avoidance of doubt, the obligations of the Municipality contained in this Article 4 shall
survive the expiry or termination of this Agreement.
ARTICLE 5
CONFIDENTIALITY
5.1 Confidential Information. Subject to section 5.3, the Municipality shall hold in strict
confidence all Licensed Information and any othcr confidential information or materials
of MTO, or of third parties and in the possession or control of MTO, and any
information derived from any of the foregoing (collectively, the "Confidential
Information").
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5.2 Maintain Confidentiality. Without limitation to section 5.1, the Municipality shall
not directly or indirectly:
(a) disclose, make available, or provide or permit access to or use of, any
Confidential Information for any purpose (other than to its Authorized Staff
who need to know such Confidential Information in order to carry out the
Municipality's business, and who are permitted access to such Confidential
Information strictly in accordance with Article 8);
(b) reproduce or make copies, or permit any third party to reproduce or make
copies, of any Confidential Information, in whole or in part (other than copies
of Confidential Information made by the Authorized Staff contemplated in
section 5.2 (a) in the normal course of the Municipality's business).
5.3 Disclosnre of Licensed Iuformation to Permitted Recipients.
(a) Despite section 5.2, but subject to the provisions of sections 5.3 (b), 5.3 (c)
and 5.3 (d), the Municipality shall have the right to disclose particular
Licensed Information (but not Passwords or any other Confidential
Information) to Permitted RecipIents solely for the purpose specified in Part A-
I of Schedule "A". For avoidance of doubt, nothing in this section 5.3 (a)
permits the Municipality to give a Permittcd Recipient general access to the
Licensed Information in the Municipality's possession or control, nor shall a
Permitted Recipient be entitled to make copies of Licensed Information.
(b) The Municipality shall record (in such form and format as from time to time
may be required by MTO) each disclosure to a Permitted Recipient. Such
record shall include the particular Licensed Information disclosed, the
Permitted Recipient to whom such Licensed Information was disclosed, the
business purpose for such disclosure, and the date of disclosure. The
Municipality shall maintain such records throughout the Term and for a period
of three (3) years after the expiry or termination of this Agreement.
(c) Prior to making any disclosure to a Permitted Recipient, the Municipality shall
enter into a privacy and non-disclosure agreement with that Permitted
Recipient, in the form specified by MTO in writing from time to time (the
"Non-disclosure Agreement").
(d) The Requester shall ensure that each Permitted Recipient fully complies with
the Non-disclosure Agreement. The Municipality shall be fully liable to MTO
for any breach of the Non-disclosure Agreement by a Permitted Recipient, and
any such breaeh shall constitute a breach by the Municipality of this
Agreement.
(e) The Municipality shall retain an original copy of each Non-Disclosure
Agreement from the time it is executed until at least three (3) years after the
date the Permitted Recipient who signed that Non-Disclosure Agreement ceases
to be a Permitted Recipient. Upon MTO's request from time to time, the
Requester shall provide MTO with copies of all executed Non-Disclosure
Agreements.
5.4 Disclosures Required by Applicable Law.
(a) Despite section 5.1, the Municipality may, subject to sections 5.4 (b), 5.4 (c)
and 5.4 (d), disclose Confidential Information to the extent required by
applicable law.
(b) If the Municipality becomes compelled by applicable law to disclose
Confidential Information, or if the Municipality becomes aware that any other
party has become compelled by applicable law to disclose Confidential
Information, the Municipality shall immediately provide MTO with notice by
telephone and by facsimile transmission, so that MTO may seek a protective
order or other appropriate relief.
(c) If the Municipality becomes compelled by applicable law to disclose
Confidential Information, the Municipality may only disclose that part of the
Confidential Information that it is compelled by applicable law to disclose, and
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may only disclose such Confidential Information in the manner and to the
extent so compelled by applicable law.
(d) If the Municipality becomcs compelled by applicable law to disclose
Confidential Information in connection with lcgal proceedings to which the
Municipality is a named party, then at the request of MTO, the Municipality
shall immediately take all reasonablc steps to attcmpt to obtain a protective
order or judgement or other appropriate relief or other written assurances that
the confidentiality of the Confidential Information diselosed or to bc disclosed
will be maintained.
5.5 Survival
For the avoidance of doubt, this Article 5 shall survive the expiry or termination of this
Agreement for any reason.
ARTICLE 6
PRIVACY LAWS
6.1 Privacy Laws.
(a) This Agreement and the rights granted to the Municipality under this
Agreement are subjcct to any restrictions, limitations or provisions of any
applicable law, including thc Privacy Laws or any other legislation or
regulations enacted by the Government of Ontario or by the Canadian federal
government, whether enacted prior to or after the date of signing this
Agreement.
(b) Without limiting the generality of section 6.1(a), this Agreement is subject to
any provisions of any applicable law that may restrict or limit:
(i) the information includcd in the Licensed Information; or
(ii) the information that may be provided in response to a Licensed
Information Request.
6.2 Compliance by Muuicipality.
The Municipality represents and warrants that it is, and at all times throughout the T crm will
remain, in full compliance with all applicable laws (including the Privacy Laws) rclating to its
Processing of Licensed Personal Information pursuant to this Agrccment. Without limiting thc
generality of the foregoing, the Municipality shall comply with any written instructions or
directions from MTO from time to time concerning Liccnsed Personal Information or Personal
Information Records (ineluding the Proccssing of such Licensed Personal Information or
Personal Information Records).
6.3 Survival
For the avoidance of doubt, this Article 6 shall survIve the expiry or termination of this
Agreement for any reason.
ARTICLE 7
PROTECTION OF CONFIDENTIAL INFORMATION
7.1 Security of Confidential Information.
The Municipality shall maintain the sccurity and integrity of the Confidcntial Information.
Without limitation to the foregoing, the Municipality shall
(a) keep all copies or partial copies of the Confidential Information in a physically
secure location to which access is rcstricted;
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7.6 Destruction of Confidential Information.
(a) Subject to sections 7.6(b) and 7.6(c) and 7.6(d), the Municipality shall destroy
all copies of Confidential Information in its possession or control, upon or
before the earlier of:
(i) the expiration or termination of this Agreement for any reason;
(ii) thirty (30) days following completion or fulfilment of the applicable
Authorized Uses as set out in section 4.1; or
(iii) the third Business Day after the date of suspension, cancellation,
revocation, or voluntary closure or cancellation of the Municipality's
account with MTO or any of the Municipality's rights or privileges
under this Agreement.
(b) Despite section 7.6(a), if this Agreement expires and no Event of Default has
occurred and then remains outstanding, the Municipality shall not be required
to destroy the Confidential Information and records referred to in that section
for so long as there remains in full force and effect a separate written agreement
entered into by the Municipality with MTO under which the Municipality is
authorized to possess and use that Confidential Information and those rccords
for the purposes for which they are then being possessed and used by the
Municipality.
(e) Despite section 7.6(a), the Municipality shall not be required to destroy the
Confidential Information and records referred to in that section to the extent (if
any) that:
(i) the Confidential Information was also separately obtained by the
Municipality from a third party that was not at that time under any
obligation to keep such Confidential Information confidential; or
(ii) the Confidential Information pertains to an individual who has
consented to having the Municipality keep that Confidential
Information (provided that such consent is given in accordance with
applicable law), or
(iii) the Municipality is required by applicable law to retain for any period
of time any of the Confidential Information. The Municipality shall be
permitted to retain such of that Confidential Information or those
records, in such form and for such period of time, as is so required by
applicable law, subject to the Municipality's confidentiality, non-
disclosure and security obligations in this Agreement (including all of
the Municipality's obligations in Articles 4, 5, 6 and 7.).
(d) For the avoidance of doubt, nothing in this section 7.6 shall limit or release the
Municipality from the security, confidentiality and non-disclosure provisions of
this Agreement, which provisions shall survive any termination or expiration of
this Agreement and shall remain in full force and effect until such time as they
are satisfied or by their nature expire.
7.7 Retention of Licensed Information Within Canada.
The Municipality shall ensure that:
(a) no Licensed Information Requests will be made, and
(b) no Licensed Information Responses or Licensed Information will be received,
transmitted, stored or retained by or on behalf of the Municipality or by or on
behalf of the Municipality outside Canada
for any time period, no matter how short.
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ARTICLE 8
AUTHORIZED STAFF
8.1 Listed in Part A-2 of Schedule "A".
The Municipality covenants and warrants that all Authorized Staff as of the date of this
Agreement have been listed in Part A-2 of Schedule "A". The Municipality shall, within ten
(10) days of any change in the list of Authorized Staff, advise MTO of such change in writing
or other format acceptable to MTO. Notwithstanding any other provision of this Agreement,
MTO reserves the right in its absolute discretion:
(a) to reject any employee or contractor of the Municipality as an Authorized Staff
member; and
(b) to prohibit an Authorized Staff member from accessing any Licensed
Information.
8.2 Security Statements and Security Agreements.
The Municipality shall require all Authorized Staff:
(a) who are Municipality employees, to enter into and comply with the Employee
Security Statement; and
(b) who are individual third party contractors engagcd by the Municipality, to enter
into and comply with a Contractor Sccurity Agreement.
8.3 Authorized Staff Compliance.
The Municipality shall be solely responsible for ensuring that its Authorized Staff fully comply
with the Municipality's confidentiality and security obligations contained in this Agreement.
Without limiting the generality of the foregoing, or of section 8.2, the Municipality shall be
solely responsible for ensuring full compliance with the Security Statement and Contractor
Security Agreement by Authorized Staff. The Municipality shall indemnify and hold harmless
MTO from and against any Damages that occur as a result of any non-compliance with the
Security Statement or Contractor Security Agreement by such Authorized Staff.
8.4 Retention of Original Copies.
The Municipality shall retain an original copy of each Security Statement and Contractor
Security Agreement from the time it is executed until at least three (3) years after the date the
Authorized Staff who signed that Security Statement or the Contractor Security Agreement (as
the case may be) ceases to be an employee or contractor of the Municipality. Upon MTO's
request from time to time, the Municipality shall provide MTO with copies of all executed
Security Statements and Contractor Security Agreements.
ARTICLE 9
REPORTING AND RECORDS
9.1 Monthly Report
The Municipality shall duly complete and remit to MTO a monthly report which is contained in
Schedule "E". The signature of the Treasurer or Chief Financial Officer of the Municipality shall
be affixed to the monthly report. The monthly report shall be remitted to and rcceived by MTO
within fifteen days after the end of each calendar month to which the monthly report corresponds.
Where the Municipality owes MTO payment under Article 16 herein, the monthly report shall be
remitted along with the payment that is owing to MTO. Where no payment is owing to MTO
under Article 16 herein, the monthly report that is remitted shall indicate as such.
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9.2 Annual Report
The Municipality shall duly complete and remit to MTO an annual report as prescribed in
Schedule "F". The first annual report shall be remitted to, and received by MTO on or before
April 15, 2005, and shall contain data corresponding to the period from the Effective Date to
March 31, 2005. Subsequent annual reports shall be remitted to, and received by MTO on or
before April 15 for each year that the Agreement is in effect, and shall contain data corresponding
to the previous Fiscal Year.
9.3 MTO Reports
MTO shall duly complete and send an annual report to the Municipality as prescribed in Schedule
"G". The report shall be remitted and received by the Municipality on or before May I" of each
year that the Agreement is in effect, and the data contained in each report shall correspond to the
previous Fiscal Year, except for the first annual report which shall correspond to the period from
April I, 2004, to March 31, 2005.
9.4 Records
MTO and the Municipality shall maintain written records, which shall be sufficient to enable
both parties to produce the reports that are prescribed in Schedules "E", "F" and "G". The
Municipality shall retain the records contemplated in this section 9.4. throughout the Term and
for three (3) years thereafter.
9.5 Records Custodian
Each party shall designate one or more individuals with appropriate authority as the persons
responsible for the compilation and custody of the written records of that party prescribed in
section 9.4 (a "Records Custodian"). The Records Custodian(s) designated by a party shall be
competent to certifY the accuracy and completeness of the written records that such party is
required to maintain and produce. The Records Custodian(s) designated by each party is (are) set
out in Part A-2 of Schedule "A", provided that either party may change the designation upon
notice to the other party given in accordance with section 21.4.
ARTICLE 10
AUDiT AND ANNUAL DECLARATIONS
10.1 Audit of Municipality.
The Municipality shall accommodate Audits of the Municipality in accordance with the
provisions of Schedule "D". For the avoidance of doubt, this section 10.1 and Schedule "D"
shall survive the expiry or termination of this Ai,'I'eement for any reason.
10.2 Audit of Permitted Recipients
The Requester shall ensure that each Permitted Recipient accommodates Audits of that
Permitted Recipient in accordance with the provisions of Schedute "D" (as if that
Permitted Recipient were the "Requester" as specified in Schedule "D"), and that such
Permitted Recipient fully co-operates with and assists MTO in carrying out such Audits
in accordance with such provisions. The Requester shall be fully liable to MTO for any
failure by a Permitted Recipient to fulfil the requirements contemplated by this section
10.2, and any such failure shall constitute a breach by the Requester of this Agreement.
The Requester agrees to indemnify and hold harmless the MTO from and against any
Damages that occur as a result of any such failure.
10.3 Annual Declaration.
On or before each anniversary date of this Agreement, the Municipality shall complete, sign and
submit to MTO a declaration (the "Declaration") relating to the Municipality's compliance with
the obligations under this Agreement during the previous twelve (12) months. The Declaration
shall be in such form and format as may be specified by MTO from time to time, and shall be
executed by such officer of the Municipality, or other responsible person, as may be specified
by MTO in the form of the Declaration.
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ARTICLE 11
INFORMATION TRANSMISSION
11.1 "As Requested" Basis.
Licensed Information shall be provided by MTO to the Municipality through the Delivery
Channels and on an "as requested" basis in response to Licensed Infonnation Requests, all in
accordance with the procedures specified by MTO from time to time. The Municipality
acknowledges that, owing to the complexity and diversity of technologies utilized in the
provision of Licensed Information Responses, MTO does not guarantee that it will transmit or
deliver Licensed Information within a stipulated time after receipt of the applicable Licensed
Information Request.
11.2 Incomplete, Inaccurate or Corrupted Documents.
(a) IfMTO reasonably suspects that a Licensed Information Request received from
the Municipality was incompletely or inaccurately transmitted, or corrupted in
transmission, or not intended for MTO, MTO shall so notify the Municipality.
MTO shall not respond to such Licensed Information Request until MTO has
received confirmation from the Municipality of the validity and completeness
of the Licensed Information Request.
(b) If the Municipality reasonably suspects that a Licensed Information Response
received from MTO was incompletely or inaccurately transmitted, or corrupted
in transmission, or not intended for the Municipality, the Municipality shall so
notify MTO. The Municipality shall not rely upon any information until the
Municipality has received confirmation from MTO of the validity and
completeness of the Licensed Information Response. If requested by MTO, the
Municipality shall return or destroy an invalid or incomplete Licensed
Information Response.
11.3 Deemed Authorization.
The Municipality shall establish reasonable and appropriate systems, methods and proeedures to
control the transmission or delivery of Licensed Information Requests and the receipt of
Licensed Information Responses. Subject to section n.2, each Licensed Information Request
sent by the Municipality to MTO under this Agreement shall be deemed to have been duly
authorized by the Municipality and shall be binding upon the Municipality, unless the
Municipality otherwise notifies MTO before MTO responds to or makes any use of that Licensed
Information Request.
ARTICLE 12
APPLICATION INFORMATION
12.1 Warranty.
The Municipality represents and warrants that all information contained in the Application is
true, correct and complete as ofthe date of the Application.
12.2 Updates.
(a) Within ten (10) Business Days after the occurrence of any changc in any of the
information contained in the Application, or any change to any of thc
information previously provided pursuant to this section 12.2 (a), the
Municipality shall notify MTO (in writing or other format acceptable toMTO)
of such change.
(b) Prior to the expiry of any of the Supporting Documents, and no later than ten
(10) days of the date of an amendment to any of the Supporting Documents, the
Municipality shall provide MTO with a copy of the replacement Supporting
Document, or of the amended Supporting Document, as the case may be. Upon
the request of MTO, the Municipality shall provide MTO with an original or
certified copy of any Supporting Document. MTO reserves the right, upon
notice to the Municipality, to add additional documents to the list of
Supporting Documents contained in Part A-I of Schedule "A".
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ARTICLE 13
ANNUAL REVIEW AND RE-VERIFICATlON
13.1 Annual Review and Re-Veritication.
At least thirty (30) days prior to the expiry of each current term, the Municipality will review
and re-verif'y (in such form and format as may be specified by MTO from time to time) the
information contained in the Application, as such information may subsequently have been
changed in accordance with section 12.2 (a).
ARTICLE 14
AUTHORIZED REQUESTER INFORMATION SYSTEM
14.1 Electronic Requests.
If the internet has been included as a Delivery Channel in Part A-I of Schedule "A", MTO
will accept Licensed Information Requests from the Municipality, and will provide Licensed
Information Responses in accordance with specifications set out in Part A-I of Schedule "A"
utilizing ARIS.
14.2 Password Assignmeut
(a) The Municipality shall (in writing or other format acceptable to MTO), advise
MTO of those members of the Authorized Staff whom the Municipality wishes
to have access to ARIS.
(b) MTO, at its discretion, shall assign user identification and passwords to
members of the Authorized Staff in accordance with security policies and
procedures of MTO. Notwithstanding the foregoing, MTO reserves the right
not to issue user identification or a password to any individual or individuals
regardless of their designation as Authorized Staff.
(c) The Municipality shall ensure that only Authorized Staff who log onto ARIS
using the user identification and password assigned to them by MTO (as such
password may be changed from time to time) can gain access to the Passwords
or make Licensed Information Requests or receive Licensed Information
Responses through ARIS.
14.3 Municipality Systems.
In order to access Licensed Information utilizing ARIS, the Municipality shall obtain, install
and test, at the Municipality's own expense, the following computer equipment, software and
services, with the following minimum specifications:
. Pentium computer or higher;
. Internet Explorer, Netscape or higher; and
. Internet service.
The Municipality acknowledges and agrees that MTO shall have no responsibility for providing
technical support, or maintenance, for any of the Municipality's own systems required to access
ARIS.
ARTiCLE 15
CERTIFICATION OF RECORDS
15.1 Certification by Registrar
The Municipality shall only request that Licensed Information be certified by the Registrar of
Motor Vehicles (MTO) when the Municipality is required to do so for the purpose of legal
proceedings or for some other purpose required by law.
,
"
- 15 -
15.2 Transmission of Certified Licensed Information
MTO shall transmit to the Municipality, by mail or such other method as may be agreed to by both
parties, all Licensed Information which it has certified in paper format.
ARTICLE 16
FEES AND PAYMENT METHODOLOGY
16.1 Fees and Payment Schedule.
For obtaining Licensed Information from MTO under this Agreement, the Munieipality shall
pay the Fees, and comply with the payment methodology, as set out in Schedule "C".
ARTICLE 17
INDEMNITY AND LIMITATION OF LIABILITY
17.1 Indemnity.
(a) The Municipality agrees to defend, indemnify and hold harmless the
Government of Ontario and its officers, employees, agents or contractors, from
and against any and all Claims and Damages that may occur, by reason of:
(i) any breach or deemed breach of this Agreement by the Munieipality, or
(ii) any non-compliance with Employee Security Statements or Contractor
Security Agreements by any of the Authorized Staff; or
(iii) any non-compliance with Non-Disclosure Agreements by any Permitted
Recipient; or
(iv) any negligent, improper, or unauthorized use or dissemination of
Confidential Information by the Municipality or by the officers,
employees, contractors (including Authorized Staff) or agents of the
Municipality; or by Permitted Recipients; or
(v) inaccurate or out-of-date information contained in Lieensed Information
furnished to the Municipality by MTO.
17.2 Limitatiou of Liability.
(a) The Government of Ontario makes no Warranties with respect to the Lieensed
Information, including any Warranties that any Licensed Information (or any
information contained in the Lieensed Information) will be accurate, complete
or up-to-date, or free of errors or omissions, in whole or in part, or that any
Licensed Information will be fit for any purpose.
(b) In no event will the Government of Ontario be liable for any Damages or
Claims, including any Claims for loss of profits or other incidental or
consequential damages, arising out of the Municipality's use of, or inability to
use or access, any Licensed Information, or delays by MTO, or from failure to
supply Licensed Information, or from inaccurate, incomplete or out-of-date
information contained in any Licensed Information.
(c) The Municipality releases and forever discharges the Government of Ontario
(and the Government of Ontario's officers, employees, agents and contractors)
from any Claims relating to any Warranties contemplated in section 17.2(a)
and from any Damages or Claims contemplated in section I7.2(b).
17.3 Survival
The provisions of this Article 17 shall survive the expiry or termination of this Agreement for
any reason.
- 16 -
ARTICLE 18
DEFAULT AND REMEDIES
18.1 Events of Default.
"Events of Default" shall include anyone or more of the following:
(a) the Municipality is merged with, or annexed by, another municipality;
(b) the Municipality has submitted false or misleading information to MTO
(including false or misleading information in the Application) or makes a false
representation in this Agreement or the Application;
(c) the Municipality has failed to update the information contained in the
Application or has failed to review and re-verify such information in
accordance with section 12.2;
(d) there is a material degradation in the security measures (including security
products, tools or procedures) that the Municipality has in place to protect the
Licensed Information from improper access, loss, alteration or destruction;
(e) the Municipality commits a Privacy Default and such Privacy Default is not
curable or such Privacy Default is curable but the Municipality fails to cure it
as expeditiously as possible and in any event within twenty four (24) hours of
receiving notice of such Privacy Default from MTO;
(f) The Municipality fails to make any payment as required under this Agreement,
or if payment is in the form of a chequc or other negotiable instrument, such
payment is rejected for not sufficient funds;
(g) the Municipality fails to meet any other term or condition of this Agreement
(excluding any other default expressly referred to in this section 18.1) and such
default is not curable or such default is curable but the Municipality fails to
cure it within ten (10) days of receiving notice of such default from MTO; or
(h) the Municipality is, or is deemed to be, in default under any other agreement(s)
with MTO relating to access or use of any Confidential Information.
18.2 Remedies.
(a) Upon the occurrence of an Event of Default, MTO shall have the right,
effective immediately without notice, to:
(i) terminate this Agreement;
(ii) suspend, cancel or revoke the Municipality's account with MTO or any
or all of the rights or privileges of the Municipality under this
Agreement (including suspending or revoking any Password issued by
MTO to the Municipality); or
(iii) refuse to accept any Licensed Information Requests from the
Municipality, or refuse to provide any Licensed Information Responses
to the Municipality.
(b) MTO may also pursue any appropriate administrative, civil and/or criminal
remedies for default of any of the provisions of this Agreement.
- 17 -
ARTICLE 19
AMENDMENTS TO THE AGREEMENT
19.1 Amendments.
The Municipality acknowledges and agrees that MTO shall have the right unilaterally to amend
this Agreement from time to time. Such amendments shall become effective ten (10) days after
the Municipality's receipt of written notice of sueh amendments (or at any later time specified
in such notice). Notwithstanding the foregoing, MTO shall have the right unilaterally to amend
the Fees set out in Schedule "C", without notice to the Municipality.
19.2 Termination.
If the Municipality receives a notice of any amendments under section 19.1, the Municipality
shall have the right to terminate this Agreement effective upon written notice to MTO.
ARTICLE 20
PROMOTIONAL MATERIAL
20.1 Accuracy.
Any promotional or informational material disseminated by the Municipality in connection with
the Licensed Information or access to the Licensed Information shall be accurate and shall be
consistent with the terms and provisions of this Agreement, and shall contain only factual
statements relating to the Licensed Information and the purpose and conditions of access as set
forth in this Agreement. For the avoidance of doubt, nothing in this section 20.1 shall be
deemed to limit or release the Municipality from any of the confidentiality, seeurity or privacy
provisions of this Agreement.
20.2 MTO Trade-Marks and Logo
Neither MTO's name nor any MTO trade-mark or logo may be used by the Municipality without
the prior written consent of MTO.
ARTICLE 21
GENERAL PROVISONS
21.1 Force Majeure.
Neither party shall be liable for delay or failure in performance resulting from acts beyond the
eontrol of that party, including acts of God, acts of war, fires, floods or other disasters, strikes,
walkouts, lockouts, communication line or power failure, or failure, inoperability or destruetion
of eomputer hardware, software or firmware (unless caused by the negligence of that party), or
any negligence, wilful misconduct or breach of this Agreement by the other party.
21.2 Non-Assignability.
The Municipality may not assign or transfer this Agreement, or any right under this Agreement,
either in whole or in part. Subject to this restriction, this Agreement shall enure to the benefit
of, and bind, the parties and their respective successors and assigns.
21.3 Notification of Breach.
The Municipality shall notify MTO in writing immediately upon becoming aware that any of
the provisions of this Agreement have been breached.
- 18 -
21.4 Notices.
(a) Any notification or other communication to be given under the provisions of
this Agreement shall be in writing and shall be given by personal delivery, or
sent by electronic facsimile, or mailed by a prepaid registered mail or delivered
by courier service. Subject to change by either party with written notice in
accordance with this section 21.4, notices shall be addressed in accordance
with the addresses set out in Part A-2 of Schedule"A".
(b) Notices shall be deemed to have been effectively given on the date of personal
delivery, the date of electronic facsimile transmission or the date of delivery by
courier service, or in the case of service by registered mail five (5) days after
the date of mailing.
21.5 Waiver.
Failure of MTO to complain of any act or failure to act of the Municipality, or to declare the
Municipality in default, shall not constitute a waiver by MTO of its rights under this
Agreement. No waiver of any rights under this Agreement shall be effective unless in writing,
duly executed by MTO.
21.6 Entire Agreement.
This Agreement constitutes the entire agreement and understanding of the parties relating to the
subject matter of this Agreement and supersedes all prior understandings, discussions,
negotiations, commitments, warranties and agreements, written or oral, express or implied,
between them. Notwithstanding the foregoing, this section 21.6 shall not serve to terminate or
cancel any outstanding liability or payment arising out of any prior agreements or arrangements
of the parties with respect to access to, and use of, the Licensed Information. Except as
expressly provided in this Agreement, this Agreement may be amended or modified only by an
instrument in writing executed by each of the parties.
21.7 Survival of Provisions.
Obligations under this Agreement which expressly or by their nature survive the termination or
expiry of the Term will continue in force subsequent to, and in spite of, such termination or
expiry until they are satisfied or by their nature expire.
21.8 Governing Law.
This Agreement shall be deemed to have been formed in the Province of Ontario and shall be
governed by the laws in force in Ontario (and the laws of Canada applicable in Ontario). Each
party irrevocably submits to the exclusive jurisdiction of the courts of the Province of Ontario
with respect to any matter arising under, or related to, this Agreement.
21.9 Interpretation.
(a) Headings are not to be considered part of this Agreement, and are included
solely for convenience and are not intended to be full or accurate descriptions
of the content of the paragraph.
(b) In this Agreement, words importing the singular number include the plural and
vice versa, words importing the masculine gender include the feminine and
neuter genders; words importing persons include individuals, sole proprietors,
corporations, partnerships, trust and unincorporated associations.
(c) Unless specified otherwise in this Agreement, a reference in this Agreemcnt to
a statute refers to that statute as in force at the Effective Date and as thc same
may be amended, re-enacted, consolidated and/or replaced from time to time,
and any successor statute. A reference to a statute shall be deemed to include
any regulations made under that statute.
(d) For purposes of this Agreement, unless otherwise provided in this Agreement, a
period of days or Business Days shall be deemed to:
- 19-
(i) begin on the first day after the event that began that period, and
(ii) end at 5:00 p.m. (Eastern Standard Time or Eastern Daylight Savings
Time, as the case may be) on the last day or Business Day, as the case
may be, of that period.
(e) In this Agreement the words "include", "includes" or "including" mean
"include without limitation", "includes without limitation" and "including
without limitation", respectively, and thc words following "include", "includes"
or "including" shall not be considered to set forth an exhaustive list.
IN WITNESS WHEREOF, each of the parties have executed and delivered this Agreement as
of the date first above written.
HER MAJESTY THE QUEEN in right of
Outario, as represented by the Minister of
Transportation
For Karen Tilford, Director,
Licensing Servo es
'---_.~
By:
Wilma Piovesan
Manager, Licensing Administration Office
Date: ~ B, lAo..)'"
MUNICIPALITY:
By:J~~~
Print Name: J. Neil Craig
Title: Mayor
Date: July 13, 2005
SCHEDULE "A"
SPIZClFIrATTONS
Part A-1
A. Licensed Information:
PLDABS - Plate by date Abstract with Address
PLCABS - Certified Plate by Date Abstract with Address
B. Permitted Recipient(s):
Third party providers of parking ticket program software who may access Licensed
Information solely for the purpose of supporting such software on behalf of the
Municipality.
C. Delivery Channels:
(a) For Licensed Information Requests: Internet
(b) For Licensed Information Responses: Internet
D. List of Supporting Documents:
Security Statement
Authorized Application Signor Data & Signature
E. Security Provisions and Standards:
Security Provisions: Pass codes and password on our computers fire walls. Building
is securely locked. We have locked filing cabinets & office.
- 2 -
Part i\,-2
A. Addresses for Notice:
(a) For MTO
Licensing Administration Office
Main Floor, Building "A"
2680 Keele Street
Downsview ON M3M 3E6
Attention:
Coordinator, Business Information Services Unit
Telephone:
Facsimile:
(416) 246-7112
(416) 235-4465
(b)
For the Municipality
The Corporation of the Township of Oro-Medonte UN .
148-LiFl6-7l!lsll-tll.-'W,. 148 Line 7 Soul(,'P~O. Box 100
0r0-statiuIr, eN- -I:;(ft:- t'F<t Oro, ON LOL 2XO
Attention: Mr. Ronald M. Kolbe,
Director of Building/Phmnmg f)evel~r
Telephone:
Facsimile:
(705) 487-2171 X222
(705) 487-0133
IB~:focoemOOf
B. List of Authorized Staff: C11~,
/By-Law)[;;o~~ement
Mr. Ronald M. Kolbe, Director ofBuilding~ll00g&mlQlJJ1.JlClQk
C. Records Custodians:
(a) MTO:
(Title) Supervisor, Data Access Unit
(Telephone Number) (416) 246-7214
(b) The Municipality:
(Title) Harold Daynard, Information Technology
(Telephone Number) (05) 487 - 2171
- 3 -
SCHEDULE "B"
MUNICIPALITY EMPLOYEE SECURITY STATEMENT
Employee Name:
Division:
Position #:
I. The Corporation of the Township of Oro-Medonte (the "Municipality") is licensed to
receive confidential and personal information (the "Information") from files and databases
administered by the Ontario Ministry of Transportation ("MTO"). MTO is committed to
protecting this Information from unauthorized access, use or disclosure. The following policies
have been adopted to address employees' responsibilities for handling and protecting this
Information.
2. As an employee of the Municipality, you may access this Information only when
necessary to perform your duties as such employee in the course of your employment. You
must not access or use this Information for personal reasons. (Examples of inappropriate access
or misuse of Information include, but are not limited to: making inquiries for personal use or
processing transactions on your own records or those of your friends or relatives; accessing
Information about another person, including locating their residence address, for any reason not
related to your work responsibilities or not authorized by the Municipality.)
3. You may disclose Information only to individuals who have been authorized to receive
it through appropriate procedures which have been authorized by MTO. (Examples of
unauthorized disclosures include but are not limited to: looking up someone's address for a
friend.)
4. You must take reasonable precautions to mamtain the secrecy of any password you use
to access Information electronically. Reasonable precautions include, but are not limited to: not
telling others your password or knowingly allowing them to observe while you enter it at a
terminal; and frequently changing your password (and, if you suspect your password has been
used by someone else, changing it immediately and notifying the Municipality); and selecting
random passwords that are not easy for others to gucss.
5. You must take reasonable precautions to protect data entry terminals and equipment
from unauthorized access. Reasonable precautions include, but are not limited to: not leaving
your terminal unattended while you are logged onto the system; exiting th~ database which
contains any Information when you leave your workstation; securing your terminal with a
locking device if one has been provided; storing in a secure place any user documentation to
programs through which electronic access to any Information may be gained; and reporting any
suspicious circumstances or unauthorized individuals you have observed in the work area to the
Municipality.
I have read and I understand the security policies stated above, and will comply with them
and any other security policies issued in the future by the Municipality, MTO. I
understand that failure to comply with these policies may result in disciplinary action by
the Municipality and/or civil or criminal prosecution in accordance with applicable
statutes.
Signature of Employee
Date:
Witnessed By
Date:
SCHEDULE "c"
FRFS ANO PA YMFNT SCHRom F
] . Payment of Amounts
(1) The Municipality shall pay MTO the following amounts for accessing the
Licensed Information:
(a) $8.25 of every allowance of $11 that the Municipality receives for each
notice of impending conviction that the Municipality issues where a
conviction is subsequently obtained under subsection 18.2(6) of the POA
(the allowance is authorized by subsections 12(1), (3), O. Reg. 949 made
under the POA);
(b) subject to clause 1(2) of this Schcdule, $8.25 of every allowance of $9.00
that the Municipality receives for each fine that it collects in connection
with a conviction under section 18.4 of the POA (deemed not to dispute
charge due to failure to appear at the time and place appointed for the
hearing) (the allowance is authorized by subsection 12.1(1), O. Reg. 949
made under the POA).
(2) Where the Municipality rcceives an allowance of less than $9.00 as authorized by
subsection 12.1(1) ofO. Reg. 949, it shall not remit the amount specified in clause (b), but
instead it shall remit to MTO any amount it receives in excess of $0.75, up to the amount
of $8.25.
2. Method and Timing of Payment
Subject to Clause 3 of this Schedule, the Municipality shall remit a payment by cheque
which shall be received by MTO on or before the fifteenth day of each month for the
amount prescribed in clause 1 above. The payment that is remitted to MTO shall be the
amount owing to MTO from the previous calendar month and shall be accompanied by
the corresponding monthly report (in accordance with section 9.1 of the Agreement).
3. Back Payment
Between July I, 1998 and the first day of the month in which this Agreement is executed,
if the Municipality has accessed and used Licensed Information for which payment
remains due and owing to MTO, the Municipality shall remit such payment by cheque to
MTO within (30) days after the date of execution of this Agreement. Such payment shall
be accompanied by monthly reports (in accordance with section 9.1 of the Agreement)
containing the corresponding data for any month for which payment is outstanding.
4. Payment Information
Any payments owing to MTO under this Agreement or the Schedules made hereunder
shall be made payable to the Minister of Finance/MTO. All payments and any reports that
are required to be sent to MTO under this Agreement or the Schedules made thereunder
shall be sent to:
Ministry of Transportation
Licensing Administration Office
Attention: Supervisor, Data Access Unit
2680 Keele St., Building "A"
Downsview ON M3M 3E6
- 5 -
SCHEDULE "D"
AlTOn, INSPRCTION ANn RRVIF:W
1. Right of Audit.S
MTO shall each have the right, from time to time, to Audit such of the Municipality's
operations as relate to or are involved in the performance of the Municipality's obligations
under this Agreement, including:
(a) the Municipality's security arrangements (including the Security Statements
and Contractor Security Agreements), and the Municipality's books and
records; and
(b) any media of, or in the possession of, the Municipality that contain any
Confidential Information.
2. Timing of Audits.
The Audits contemplated in this Schedule "D" may be conducted at any time during the
Municipality's normal business hours upon 24 hours' prior written notice (or, in the case of
Audits relating to possible Privacy Defaults, without prior notice).
3. Authorized MTO Representatives.
MTO shall have the right to engage third party representatives to perform Audits contemplated
in this Schedule "D".
4. Privacy Compliance.
(a) Privacy-related Audits. Without limitation to the generality of this Schednle
"D", the Audit rights of MTO shall include the right to measure the
Municipality's compliance with: (A) the Privacy Laws; (B) the provisions of
this Agreement relating to the Municipality's compliance with the Privacy
Laws; (C) the provisions of Articles 4 to 8 inclusive; and (D) any other
provisions of this Agreement that relate to Personal Information or the
Processing of Personal Information.
(b) Privacy Compliauce Meetings. In addition to performing the Audits
contemplated in section 4 (a), MTO may require the Municipality to meet with
MTO to review the results of such Audits as they relate to the mattcrs referred
to in section 4 (a). Such meetings shall be held at such times and places as
MTO may mutually agree upon with the Municipality from time to time, acting
reasonably. However, if as a result of any such Audit MTO has reason to
believe that the Municipality has committed a Privacy Default, MTO may
require such meeting to be held within one (I) Business Day of MTO's
notifying the Municipality in writing that MTO wishes to hold such meeting.
5. Performance Reviews.
(a) Audits Relating to Overall Performance. Without limitation to the generality
of this Schedule "D", the Audit rights of MTO shall include the right to
measure the Municipality's overall performance of its obligations under this
Agreement.
(b) Meetings to Review Overall Performance. In addition to performing thc
Audits contemplated under section 5 (a), MTO may require the Municipality to
meet with MTO to review the results of such Audits as they relate to the
matters referred to in section 5 (a). Such meetings shall be held at such times
and places as MTO (as the case may be) may mutually agree upon with the
Municipality from time to time acting reasonably.
,
- 6-
6. Location and Manner of Audits.
The Audits contemplated in this Schedule "D" may be conducted on-site at the location(s) of
any of the Municipality's businesses or operations that relate to, or are involved in, the
performance of the Municipality's obligations under this Agreement or the exercise of the
Municipality's rights under this Agreement, including the location(s) of any of the following:
(a) the Security Statements or Contractor Security Agreements, or the
Municipality's books and records; or
(b) any media of, or in the possession of, the Municipality that contain any
Confidential Information.
Such Audits may be conducted in whole or in part by remote electronic means if the
Municipality's electronic systems have the functional capability of facilitating such remote
Audits.
7. Municipality Co-operation.
The Municipality shall fully co-operate with MTO in facilitating the conduct of any Audits
contemplated in this Schedule "D", including providing such access, documentation,
information, copies of documentation and information, and assistance as MTO may reasonably
request for the purpose of such Audits.
8. Duration of Audit Rights.
The audit rights of MTO shall continue in effect for a period of three (3) years after the
expiration or termination of the Agreement.
9. Correction of Defaults.
Without limiting or restricting any other obligations of the Municipality, or rights or remedies
ofMTO, under this Agreement or at law or in equity:
(a) the Municipality shall, at its sole cost, correct any breaches by the Municipality
of this Agreement (including any Privacy Defaults) identified through an Audit
(and in respect of which MTO has provided written notification to the
Municipality). Such corrections shall be done as expeditiously as reasonably
possible and in any event within the applicable cure period (if any) provided in
section 16.1 of the Agreement.
(b) the Municipality shall notify MTO in writing upon such breaches having being
corrected.
(c) After receiving such notification from the Municipality, MTO may conduct a
follow up Audit to confirm that all such breaches have been corrected.
(d) If requested by MTO in the notification referred to in section 9 (a):
(i) the Municipality shall provide to MTO, within ten (10) days of
receiving the notification referred to in section 9 (a) (or within five (5)
days of receiving such notification, where such breaches constitute
Privacy Defaults), a reasonable written plan outlining the steps the
Municipality will take to ensure that such breaches do not occur again;
and
(ii) the Municipality shall implement the plan provided under section 9
(d)(i) .
- 7 -
10. Costs of Audit.
(a) All costs incurred by the Municipality in connection with the Audits
contemplated in this Schedule "D" shall remain solely the responsibility of the
Municipality.
(b) Except as provided in section 10 (c), all costs incurred by MTO in connection
with the Audits contemplated in this Schedule "D" shall remain solely the
responsibility ofMTO.
(c) Despite section 10 (b), if any Audit contemplated in this Schedule "D"
discloses a material default by the Municipality under this Agreement, then the
Municipality shall reimburse MTO for MTO' s reasonable and verifiable costs
of conducting such Audit.
11. Without Prejudice.
For the avoidance of doubt, nothing in Schedule "D" shall be deemed to limit or
prejudice the rights of MTO or the obligations of the Municipality under any other
provision of this Agreement or at law or in equity.
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NON-DISCI,OSTTRR Ar.RRFMRNT
PRRMTTTRD RRrTPTRNT
Permitted Recipient: ("you" or "your")
[Insert Name of Permitted Recipient]
Municipality Name: The Corporation ofthe Township of (the
Oro-Medonte "Municipality")
Permitted Supply and/or support of software and/or
Purpose(s): hardware and/or programming related to the
Municipality's Municipal Parking Tag Program
and the data received by the municipality from
the Ministry of Transportation in relation to the
municipality's Municipal Parking Tag Program
For sufficient valuable consideration you acknowledge having received (and as a condition of
receiving Confidential Information from the Municipality), you understand and agree as
follows:
I. Under an agreement (the "Requester Agreement") with the Ontario Ministry of
Transportation ("MTO"), the Municipality is licensed to receive confidential and
personal information (the "Licensed Iuformation") from files and databases
administered by MTO.
II. The Municipality and MTO are committed to protecting all of this Licensed
Information and any information derived from the Licensed Information, (all of which
is together referred to as the "Confidential Information") from unauthorized access,
use or disclosure.
III. The following policies, and any future policies issued by MTO and the Municipality and
provided to you in writing, (the "Policies") set out your responsibilities for handling and
protecting this Confidential Information. As a permitted recipient of the Confidential
Information (a "Permitted Recipient") you are bound by these Policies:
1. Ownership: You acknowledge and agree that the Confidential Information is and will
at all times remain solely the property of MTO.
2. Confidentiality and Use: You must hold all of the Confidential Information in strict
confidence. Without limiting the generality of this obligation, you must NOT directly
or indirectly do any of the following:
(a) disclose, make available, or provide or permit access to or use of, any
Confidential Information to ANY other party (including, but not limited to, any
third party contractor) for any purpose. The ONLY exception is that you may
permit those of your employees who need to know that Confidential
Information for the Permitted Purpose(s) indicated above. This exception only
applies after you have fully informed those employees of, and required those
employees to fully comply with, the Policies, and have obtained from each of
the employees a signed Employee Security Statement in the form appended to
this Agreement as Schedule "A"). You will be fully liable to the Municipality
and MTO for any failure of your employees to fully comply with the Policies.
Future Policies will be considered to have been "issued" by MTO or the
Municipality when you are notified in writing of those Policies;
(b) make any full or partial copies (in any format or media) of any of the
Confidential Information (other than copies necessary to carry out the
Permitted Purpose(s)).
~. ,"
.
-2-
(c) use any of the Confidential Information for any purpose other than the
Permitted Purpose(s). To avoid any doubt, you must never access, use or
disclose any of the Confidential Information for any reasons that do not meet
both of the above requirements, such as for personal reasons (e.g. looking up
someone's address for a friend).
3. MTO Audit: You must accommodate audits by MTO in accordancc with the MTO
Audit Policy (a copy of which is appended to this Agreement as Schedule "B", and
which you acknowledge having, read and undcrstood), and fully co-operate with and
assist MTO in carrying out such audits in accordance with such MTO Audit Policy.
4. Access and Use Only From Premises Approved by Municipality: You may only
access and use the Confidential Information from premises approved by the
Municipality. You must never copy or remove any Confidential Information from such
premises.
5. Data Matching or Profiling: Subjcct to the Permitted Purposes referred to above, you
must not:
(a) develop or derive for any purpose whatsoever, any other product, work or
database, in human-readable or machine-readable form or otherwise, that
incorporates, modifies, or uses in any manner whatsoever, any personal
information contained in or obtained from thc Confidential Information. (This
does not, however, apply to any specific personal information that you had in
your possession prior to receiving the Confidential Information); or
(b) place any data which was not obtained directly or indirectly from the
Municipality, into a database containing personal information obtained
directly or indirectly from thc Municipality.
6. No Contacting Individuals: You must not use the Confidential Information directly or
indirectly to locate or contact any individual to whom the Confidential Information is
directly or indirectly referable.
(a) To avoid any doubt, nothing in this Policy 9 will limit or release you from any
of your other obligations under this Agreement, which obligations will remain
in full force and effect.
7. Comply with Law: You must at all times remain in full compliance with all applicable
laws relating to any acccss, use or disclosure of any personal information contained in
the Confidential Information. You must also comply with any written instructions or
directions from MTO from time to time concerning such personal information (to the
extent that the Municipality notifies you of such instructions or directions).
8. Secrecy of Passwords: You must take reasonable precautions to maintain the secrecy
of any password you use to access Confidential Information electronically. Reasonable
precautions include, but are not limited to: not telling others your password or
knowingly allowing them to observe while it is entered at a terminal; frequcntly
changing your password (and, if you suspect your password has becn used by someone
else, changing it immediately); and selecting random passwords that arc not easy for
others to guess.
9. Access to Terminals: You must take reasonable precautions to protect data entry
terminals and equipment from unauthorized access. Reasonable precautions include,
but are not limited to: not leaving your terminal unattended whilc logged onto the
system; exiting the databasc which contains any Confidential Information when leaving
the workstation; securing your terminal with a locking device if one has becn provided;
and storing in a secure place any user documentation to programs through which
clectronic access to any Confidential Information may be gained.
- 3 -
IV. All of your obligations in this Agreement will survive the expiry or any termination of
your relationship with the Municipality, and will continue in full force and effect
subsequently until they are satisfied or by their nature expire.
V. If any provision of this Agreement is illegal, invalid or unenforceable, it will be
severed. No waiver of any provision of this Agreement by the Municipality will
constitute a waiver of any other provisions (whether or not similar) or a continuing
waiver. This Agreement will be governed by Ontario law and the laws of Canada
applicable in Ontario. You and the Municipality agree to attorn to the non-exclusive
jurisdiction of the courts of Ontario for the resolution of any disputes arising out of, or
in connection with, this Agreement. This Agreement may not be assigned by you, but
otherwise will be binding upon and enure to the benefit of you and the Municipality and
the respective heirs, executors, administrators, successors and permitted assigns of you
and the Municipality.
VI. MTO Right to Enforce this Agreement: You and the Municipality acknowledge and
agree that:
(a) While MTO is not a party to this Agreement and has no obligations under this
Agreement, MTO will have the right to directly enforce your obligations in
clause III above as if MTO were a party to this Agreement;
(b) In furtherance of clause (a) above, the Municipality will be a trustee of MTO
(and MTO's successors and assigns) for the limited purpose of holding your
obligations in clause III above in trust for MTO (and MTO' s successors and
assigns). (And to the extent that clause III incorporates any defined terms, the
definitions of such terms as provided in this Agreement will be considered to be
incorporated into clause III for the purposes of this clause VI);
(c) To avoid any doubt, this means that in addition to the Municipality enforcing
your obligations under this Agreement (in the Municipality's capacity as a
party to this Agreement), MTO (and MTO's successors and assigns) may also
enforce your obligations in clause III above in MTO' s own right (and MTO will
not be required to add the Municipality as a party to any proceedings for such
enforcement); and
(d) The trust created in favour of MTO (and its successors and assigns), as
contemplated above, being coupled with an interest, may not be revised or
revoked without the prior written consent of MTO (or such successors and
assigns, as the case may be).
VII. You acknowledge that you have read and understand the provISIons of this
Agreement (including, but not limited to, the Policies set out or referred to above),
and will comply with them and with any other Policies issued in the future by MTO
or the Municipality. You uuderstand that failure to comply with the Policies or any
such other Policies or changes will be a breach of this Agreement and (among other
things) may result in civil or criminal prosecution in accordance with applicable
statutes.
Insert Name of Permitted Recipient
Authorized Signature of Permitted Recipient
Date:
Insert Name of Municipality
Authorized Signature of Municipality
Date:
- 4-
SCHFOTJl.F "A" of
NON-nISn .OSTTRF AGRFFMFNT
PFRMTTTRD RRr:JPTFNT
FMPI.OVFF SFCTTRITV STATFMFNT
(Permitted Recipient)
Permitted Recipient
Name:
Employee Name:
Division:
Position #:
The Corporation of the Township of Oro-Medonte (the "Municipality") is licensed to receive
confidential and personal information (the "Information") from files and databases
administered by the Ontario Ministry of Transportation ("MTO"). Under an agreement with
the Municipality, (the "Permitted Recipient") has
been authorized to access the Information. The Municipality and MTO are committed to
protecting this Information from unauthorized access, use or disclosure. The following policies
have been adopted to address employees' responsibilities for handling and protecting this
Information.
I. As an employee of the Permitted Recipient, you may acccss this Information
only when necessary to perform your duties as such cmployee in the course of your
employment. You must not access or use this Information for personal reasons.
(Examples of inappropriate access or misuse of Information include, but are not limited
to: making inquiries for personal use or processing transactions on your own records or
those of your friends or relatives; accessing Information about anothcr person,
including locating their residence address, for any reason not related to your work
responsibilities or not authorized by the Permitted Recipient.)
2. You may disclose Information only to individuals who have been authorized to
receive it through appropriate procedures which have been authorized by MTO.
(Examples of unauthorized disclosures include but are not limited to: looking up
someone's address for a friend.)
3. You must take reasonable precautions to maintain the secrecy of any password
you use to access Information electronically. Reasonable precautions include, but are
not limited to: not telling others your password or knowingly allowing them to observe
while you enter it at a terminal; and frequently changing your password (and, if you
suspect your password has been used by someone else, changing it immediately and
notifying the Permitted Recipient); and selecting random passwords that are not easy
for others to guess.
4. You must take reasonable precautions to protect data entry terminals and
equipment from unauthorized access. Reasonable precautions include, but are not
limited to: not leaving your terminal unattended while you are loggcd onto the system;
exiting the database which contains any Information when you leave your workstation;
securing your terminal with a locking device if one has been provided; storing in a
secure place any user documentation to programs through which electronic access to
any Information may be gained; and reporting any suspicious circumstances or
unauthorized individuals you have observed in the work area to the Permitted
Recipient.
.
- 5 -
I have read and I understand the security policies stated above, and will comply with
them and any other security policies (or changes to policies) issued in the future by the
Permitted Recipient, Municipality or MTO. I understand that failure to comply with
these policies (or any such other policies or changes to policies) may result iu disciplinary
action by the Permitted Recipient and/or civil or criminal prosecution iu accordance with
applicable statutes.
Signature of Employee
Date:
Witnessed By
Date:
,.' -.
.
-6-
SCHFOTTr ,F "R" of
NON-nISrr .OSTTRF Ar.RFFMFNT
PERMITTED RECIPIENT
MTO AUDIT POLICY
(Permitted Recipient)
Permitted Recipient: ~you" or 'lour")
Ron Kolbe, Director of Building/ y-Law nfor<
[Insert Name of Permitted Recipient]
Muuicipality Name: The Corporation of the Township of (the
Oro-Medonte "Municipality")
erne
This is the MTO Audit Policy referred to in the Permitted Recipient Non-disclosure Agreement
that you signed with the Municipality (the "Permitted Recipient Non-disclosure
Agreement").
Capitalized terms that are used in this MTO Audit Policy, but not defined in this MTO Audit
Policy, have the meanings given to them in the Permitted Recipient Non-disclosure Agreement.
In this MTO Audit Policy, the following defined terms have the following meanings:
"Audit" and similar expressions means the performance by, on behalf of or for MTO of
such audits, reviews, investigations, inspections, confirmations, certifications, tests, studies
and determinations of or relating to any matter or thing pertaining to what is contemplated
in clause (i) or (ii) of section 1 below.
"Business Day" means a day other than a Saturday, Sunday or a statutory, civic or public
service holiday observed in the Province of Ontario.
"include", Hincludes" or "including" mean "include without limitation", "'includes without
limitation" and "including without limitation", respectively, and the words folIowing
"include", "includes" or "including" will not be considered to set out an exhaustive list.
"Privacy Default" means a breach of: (i) any Privacy Laws, or (ii) any of the provisions of
the Permitted Recipient Non-disclosure Agreement.
"Privacy Laws" means the Freedom of Information and Protection of Privacy Act
(Ontario), and the provisions of any other law from time that are applicable to you and that
address the collection, use or disclosure of personal information.
1. Right of Audit.
MTO will have the right, from time to time, to Audit such of your businesses and operations as
relate to, or are involved in, the your possession or control of Confidential Information.
Subject to the provisions of this MTO Audit Policy and applicable law (including the Privacy
Laws and the provisions of any other law from time that are applicable to MTO and that address
the colIection, use or disclosure of personal information) from time to time (including any
disclosures that may be required by such laws), and subject to any agreements between MTO
and its employees from time to time, MTO will (and will require any third party representatives
referred to in section 3 to) hold in confidence any of your confidential information which is
disclosed or made available to MTO (or such third party representatives) in connection with an
Audit carried out under this MTO Audit Policy.
2. Timing of Audits.
The Audits contemplated in section 1 may be conducted at any time during your normal
business hours upon 24 hours' prior written notice (or, in the case of Audits relating to possiblc
Privacy Defaults, without prior notice).
.
"
.-
- 7 -
3. Authorized MTO Representatives.
MTO will have the right to engage third party representatives to perform Audits contemplated
in section 1.
4. Privacy Compliance.
(a) Privacy-related Audits. Without limiting the generality of section 1, MTO
will have the right to conduct the Audits contemplated in section I, to measure
your compliance with: (A) the Privacy Laws; or (B) the provisions of the
Permitted Recipient Non-disclosure Agreement.
(b) Privacy Compliance Meetings. In addition to performing the Audits
contemplated under section 1.4(a), MTO may require you to meet with MTO to
review the results of such Audits as they relate to the matters referred to in
section 4(a). Such meetings will be held at such times and places as MTO may
mutually agree upon with you from time to time acting rcasonably. However, if
as a result of any such Audit MTO has reason to believe that you have
committed a Privacy Default, MTO may require such meeting to be held within
one (I) Business Day of MTO notifying you in writing that MTO wishes to
hold such meeting.
5. Performance Reviews.
(c) Audits Relating to Overall Performance. Without limiting the generality of
section 1, MTO will have the right to conduct the Audits contemplated in
section 1, to measure your overall performance of your obligations under the
Permitted Recipient Non-disclosure Agreement.
(d) Meetings to Review Overall Performance. In addition to performing the
Audits contemplated under section 5(a), MTO may require you to meet with
MTO to review the results of such Audits as they relate to the matters referred
to in section 5(a). Such meetings will be held at such times and places as MTO
may mutually agree upon with you from timc to time acting reasonably.
6. Location and Manner of Audits.
The Audits contemplated in section 1 may be conducted on-site at the location(s) of: (i) any of
your businesses or operations that relate to or are involved in the performance of your
obligations to the Municipality, or (ii) any media in your possession or control that contains
Confidential Information.
Such Audits may be conducted in whole or in part by remote electronic means if your computer
systems have the functional capability of facilitating such remote Audits.
7. Co-operation.
You must fully co-operate with MTO in facilitating the conduct of any Audits contemplated in
section I, including providing such access, documentation, information, copies of
documentation and information, and assistance as MTO may reasonably request for the purpose
of such Audits.
8. Duration of Audit Rights.
MTO's Audit rights as contemplated in section I will be in force from the date you receive a
copy of this MTO Audit Policy to the date which is three years aftcr you cease to be a Pemlitted
Recipient.
9. Correction of Defaults.
Without limiting or restricting any other obligations you may have, or rights or remedies MTO
may have, under this MTO Audit Policy or at law or in equity:
(a) You will, at your sole cost, correct any Privacy Defaults (including any
breaches of the Permitted Recipient Non-disclosure Agreement)
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identified through an Audit (and in respect of which MTO provides
written notification to you), and will do so as expeditiously as
reasonably possible and in any event within four (24) hours of
receiving notice of such Privacy Default from MTO.
(b) You will notify MTO in writing upon such breaches having being
corrected.
(c) After receiving such notification from you, MTO may conduct a follow
up Audit to confirm that all such breaches have been corrected.
(d) Ifrequested by MTO in the notification referred to in section 9(a):
(i) you will provide to MTO, within five (5) days of receiving the
notification referred to in section 9(a), a reasonable written plan
outlining the steps you will take to ensure that such Privacy Defaults do
not occur again; and
(ii) you will implement the plan provided under section 9(d)(i).
10. Costs of Audit.
(a) All costs incurred by you in connection with the Audits contemplated
in section I will remain solely your responsibility.
(b) Except as provided in section lO(c), all costs incurred by MTO m
connection with the Audits contemplated in section 1 will remain
solely the responsibility of MTO.
(c) Despite section 1.10(b):
(i) if any Audit contemplated in section 1 discloses a material
uncured default by you under the Permitted Recipient Non-
disclosure Agreement, then you must reimburse MTO for
MTO's reasonable and verifiable costs of conducting such
Audit;
(ii) if any Confidential Information is in your possession or control
at a location outside of Ontario, then you must reimburse MTO
for MTO's reasonable and verifiable costs of conducting
Audits (as contemplated in section 1) at such location( s)
outside of Ontario. However, MTO shall only have the right to
obtain reimbursement under this section 1 O( c )(ii) in respect of
one such Audit in each calendar year. (Note: to avoid any
doubt, nothing in this section 10(c)(ii) will be considered to in
any way reduce or waive your obligations under section 4 of
the Permitted Recipient Non-disclosure Agreement.)
11. Without Prejudice.
To avoid any doubt, nothing in this MTO Audit Policy will be deemed to limit or prejudice
MTO's rights or your obligations under the Permitted Recipient Non-disclosure Agreement or
at law or in equity.