Appendix B

THIS IS EXHIBIT
AFFIDAVIT
SWORN BEFORE ME

TO ThE
SToT

CoNsuLTING SERVICES AGREEMENT

BETWEEN

PIN CONSULTING GaOUP INC

(The Corporation)
AND

THE ONTARIO PROVINCIAL POLICE ASSOCIATION

(The Association or Client)

WHEREAS the parties have agreed that the Corporation will provide consulting services to the Client on
the terms as set out in this Consulting Services Agreement (hereinafter the Agreement);
NOW THEREFORE THE CORPORATION AND THE CLIENT AGREE UNDER SEAL AS FOLLOWS:
1.

PERFORMANCE
The Corporation shall furnish to the Client its services as specified herein. The Corporation shall
perform such services at all times in a professional manner in accordance with the custom of the
trade and in full compliance with the statutes, laws, ordinances and regulations governing the
Corporation.

2. THE SERVICES
The Services to be provided by the Corporation are as follows:
a.

The Corporation will assist with research, negotiation and concluding beneficial
opportunities for the purpose of enhancing Association membership, more specifically
but not limited to:
i. Real Estate Investments;
ii. Commercial Investments;
iii. Vacation Property opportunities;
iv. Travel benefits through various travel agencies by securing exclusive rates for
members and their famIlies; and
v. Any other such opportunities that the Corporation is able to procure as a
deliverable service under this Agreement, and directed by the client.

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b. The Corporation will provide reports on an ongoing basis and not less than once every
six months to the Association as to the performance of the Services under this
Agreement.
c.

The delivery of Services by the Corporation will be initiated by the Client providing a
signed Authorization and Acknowledgement to the Corporation. Upon receipt of the
Authorization and Acknowledgement, the Corporation shall have sole direction and
discretion over the work covered by this Agreement and shall be responsible for the
manner in which the work is done, for the method employed in doing the same and for
all acts and things done in performance of the Corporations obligations.

d.

Notwithstanding anything contained in this Agreement, the Corporation is not

responsible for ensuring that the Associations members are individually or collectively
made aware of the specific benefits secured by the performance of the services. Such
responsibility remains solely with the Association as part of its obligations to its
members.

e. The Corporation is further indemnified from providing any warranty regarding the
provision, delivery, quality or any other such attribution or guarantee of a third-partys
performance resulting from the Association and its members pursuing any investments
or services resulting from the Corporations performance of the Services.
1.

3.

In the event of any disputes or legal proceedings with a third party where the
Association or its members have relied upon Corporations performance under this
Agreement to secure an opportunity, the Association or its members absolves the
Corporation of any legal or financial liabilities arising as a result. Any remedy in law or
equity is to be sought directly from the third party.

INDEPENDENT CONTRACTOR
Nothing contained in this Agreement and the relationship created between the parties hereby
shall, directly or indirectly, constitute the Corporation as agent or servant of the Client and
further, nothing herein shall operate or be construed to relieve the Corporation of any duties or
obligations imposed upon it as an independent contractor.

4. TERM 0T AGREEMENT
a. This Agreement shall be effective
lLotwithstandtng the foregoing, the parties my elect to renew this Agreement for
a further period upon mutually agreeable terms. Notice of renewal of this Agreement
shall be given six months prior to the expiration of the term.

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b. Either party may terminate this agreement, without cause, upon Ninety (90) days
written notice to the other party. Any partial Fee due shalt be
determined by pro-rating the appropriate fee.

5.

FEES FOR SERVICES

a. The Client shalt pay the Corporation for the Services a fee of CAD $ 5000.00 per month.
b. The Corporation shall invoice the Client on a monthly basis at the end of each month. All
applicable Harmonized Sates Tax shall be in addition to the fee for services.

6.

EXPENSES
In addition to the agreed payment for the Corporations fees, the Client shall reimburse the
Corporation for all expenses incurred during the performance of the Corporations services as
follows:
a. Mileage for travel outside the Greater Toronto Area at the rate of CAD $ 0.601km;
b. Accommodation/meals for out of town travel;
c. Airfare where driving is not practicable;
d. Any other incidental costs associated with the performance of this Agreement.

7. LEVIES
The Corporation shall be responsible to withhold arid remit any deductions for taxes, levies or
contributions imposed by any authority in respect of both the remuneration paid under this
Agreement and the work incidental thereto.
8.

CONFIDENTIAL INFORMATION
a.

Except as may be necessary in the provision of Services under this Agreement, the
Corporation shall not, at any time or in any manner, make or cause to be made any
copies, pictures, duplicates, facsimiles or other reproduction or recordings of any type,
or any abstracts or summaries of any reports, studies, memoranda, correspondence,
manuals, records, plans or other written, printed or otherwise recorded material of the
Client.
The Corporation shall have no interest in any of this material and agrees to surrender g/L
of this material, including any other material the Corporation may have collected on
behalf of the Client or a Member of the Association, to the Client or member
immediately upon the termination of this Agreement or at any time prior to the
termination upon the request of the Client.

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b. The Corporation shall not at any time (except under legal process) divulge to any person
any matters relating to the affairs of the Client.

9.

NO ASSIGNMENT
The Corporation acknowledges and agrees that this Agreement may not be assigned by the
Corporation, in whole or in part, to any other person, corporation, business, partnership or sole
proprietorship without the prior written consent of the Client.

10. TERMINATION
a.

Notwithstanding anything in this Agreement, the Corporation may, by giving notice in

writing to the Association of not less than ninety days, terminate this Agreement on any
date and for any reason whatsoever. Upon such notice being given, the Corporation
shall cease work on the effective date of the notice of termination, which shall coincide
with the last day of the billable month, unless otherwise stipulated. In the event that the
effective termination occurs prior to the end of a billing cycle, the Corporation shall
reimburse the Association on a pro rata basis any fee paid for the remainder of the
billing cycle.

b. The Client may terminate this Agreement without notice or payment in lieu thereof for
cause. Any monies remaining in the contract after the terminaton date shall not be
payable to the Corporation. For the purpose of this Agreement, for cause shall
include, without limitation:
i. Any material breach of the provisions of this Agreement;
ii. Participation in criminal activity by the Corporation or any of its directors,
officers or employees;
iii. Engaging with intent any activity that generates a conflict of interest between
the Corporation and the Association with regard to the provision of Services
under this Agreement;
iv. Disclosure of proprietary and/or confidential information without prior written
authorization by the Association to an unauthorized individual not party to this
Agreement, with the sole exception being legal process for which the
Corporation shall make all reasonable legal efforts to notify the Association of
prior to disclosure; and
v. Unauthorized use of the Clients property.
11. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the parties and supersedes all oral or
written representations or agreements and shall not be modified except by written agreement

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signed by the parties hereto and stating the parties intention by such instrument to amend this
Agreement.

12. AMENDMENTS IN WRITING

Except as expressly provided in this Agreement, no amendment, supplement, restatement or
termination of any provision of this Agreement is binding unless it is in writing and signed by
each person that is a party to this Agreement at the time of the amendment, supplement,
restatement or termination.

IN

WITNESS WHEREOF the

2014.

parties have executed

this Agreement this

day of

1
t
2
)fj fT

SIGNED

In the presence of

-___________________________

Witness: Natasha VIeira

Mckay, ON BEHALF OF PIN CONSULTING GROUP INC

Witness:______________________________________________________________

ON 8EHALF OF THE ONTARIO PROVINCIAL POLICE ASSOCIATiON

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