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HomeMy WebLinkAbout2009-030THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 2009-030 Being a By-law to authorize an agreement between the Corporation of the Municipality of Clarington and Animal Licensing Services Inc., Bowmanville, Ontario, to enter into agreement for the Door-to-Door Selling of Animal Licenses for the Municipality of Clarington. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk are hereby authorized to execute, on behalf of the Corporation of the Municipality of Clarington and seal with the Corporation Seal, a contract between, Animal Licensing Services Inc., Bowmanville, Ontario, and said Corporation for the selling of animal licenses door-to-door within Clarington, on behalf of the Municipality of Clarington; and 2. THAT the contract attached hereto as Schedule "A" form part of this By-law. By-law read a first and second time this 2"d day of March, 2009. By-law read a third time and finally passed this 2"d day of March, 2009. ~}h m This Agreement signed in Duplicate on the ~~ day of I ~ Ifj~,r(~ , 2009 BETWEEN: The Corporation of the Municipality of Clarington "the Municipality' -and- Animal Licensing Services Inc. "Contractor" AGREEMENT The Contractor has provided a proposal to the Municipality for selling Dog and Cat Licences to the residents of Clarington on a contracted "door-to-door" basis and this Agreement is being entered into as an addendum to the Purchase Order to clarify the terms and conditions on which services will be rendered. The Municipality and the Contractor both acknowledge that they have each received adequate consideration to enter this contract. Table of Contents pave # Article 1.0 Definitions 2 Article 2.0 Scope of Services 2 Article 3.0 Term and Renewal 3 Article 4.0 Remuneration 3 Article 5.0 Rights and Obligations of the Municipality 4 Article 6.0 Rights and Obligations of the Contractor 6 Article 7.0 Rules of Operation 10 Article 8.0 General 10 Article 9.0 Termination 11 Page 1 of 11 1.0 Definitions "Contractor" means Animal Licensing Services Inc. Soliciting "Door-to-Door" means soliciting each single dwelling unit on every urban and rural street within the Municipality of Clarington. "Municipality" means the Corporation of the Municipality of Clarington. The "Sale of a Licence" is not completed unless and until the following has taken place: an explanation to the pet owner of the benefits of having a licence, the completion of all appropriate paperwork, the transfer of monies, the delivery of the licence to the pet owner, and the delivery of the paperwork to the Clarington Animal Shelter as per Articles 4.4 and 4.6. A "Single Dwelling Unit" is each private home (whether single orsemi-private), each private apartment (whether within a private home or apartment building, each townhouse, or each unit in a group dwelling. 2.0 Scope of Services Licence Sales: 2.1 The Contractor shall provide the service of selling Dog and Cat licences to the residents of the Municipality of Clarington, door-to-door. The operation will be carried out between the hours of 9:00 a.m. and 8:00 p.m. from Monday to Saturday, (excluding statutory holidays) for the term of this contract. Other Services 2.2 The Contractor shall educate the residents of the Municipality of Clarington on the Responsible Pet Owner's By-law and promote the benefits of licensing pets along with other services offered by the Clarington Animal Services Division. This will include the distribution of brochures and other literature regarding the licensing of dog/cats in Clarington, as provided by the Municipality. 23 Where the contractor has attended a property but has been unable to make contact with the owner/tenant, and where the contractor believes there to be an animal housed on the premises, the contractor shall leave amail-in envelope for the owner/tenant. The mail-in envelope is a final option of convenience for the owner/tenant, and shall in no way be cause for the contractor to deviate from the standard protocol for returning to a property to make contact with the owner/tenant. Upon receipt of mail-in licences, the Municipality will issue and mail out the tags. A commission rate of 35% will be paid to the Contractor for processed mail-in-licences. Page 2 of 11 3.0 Term and Renewal Term 3.1 This contract is being awarded on a seven month term from the date of execution of this Agreement. The Municipality reserves the right and option to extend the term of the agreement if required in order to meet program goals. Renewal 3.2 The Municipality reserves the right and option to extend the agreement for two additional eight month terms pending satisfactory service and pricing. If renewed, each new term will commence on February 1~` and expire the following October 1~` 4.0 Remuneration Remittance 4.1 The Contractor shall make weekly deposits in the full amount of all proceeds of all licence sales to an account to be opened by the Municipality for this purpose at the Municipality's bank in Bowmanville. Cash or cheque, made payable to the Municipality of Clarington, will be accepted for payment of licences. Remuneration 4.2 Remuneration in the amount of 39%for the first year for the sale of each Dog or Cat licence shall be paid to the Contractor on a weekly basis and only upon the approval of the Animal Licensing receipts, by Municipal staff. 4.3 Should the option to extend the contract be exercised the remuneration will be 39.5% for the second term and 40%for the third term, as discussed and agreed upon. 4.4 Remuneration shall be withheld for any incomplete or illegible licences which are submitted until such time as the licence is re-submitted in an acceptable form. 4.5 Licence forms and invoices to support the licences sold must be submitted to the Municipality weekly. A cheque will be issued on the following Friday, provided the remuneration exceeds $50.00. Where this minimum requirement is not met, then payment shall be deferred to a following Friday when the $50.00 has been achieved. Page 3 of 11 4.6 Where a cheque received by the Contractor proves to be N.S.F., such cheque shall be handled by the Municipality in the manner normally prescribed under the Municipal procedures for the handling of such cheques under other circumstances. Payments to the Contractor shall be withheld for any transactions involving N.S.F. cheques. Should payment be received as a result of collection efforts, the Commission payment to the Contractor for the sale of the licence shall then be released and issued to the Contractor. Data 4.7 Data collected with respect to door-to-door sale of licences shall be delivered to the Animal Shelter weekly. Data submissions shall be accepted Monday through Thursday during the hours of 8:00 a.m. and 2:30 p.m. 4.8 All data shall be clearly and neatly entered on every licence sold. Where a licence is submitted that is either incomplete or illegible, said licence shall be promptly returned to the Contractor to be properly completed. 4.9 The Contractor shall ensure that licences are submitted in batches of a single series and shall be submitted within two (2) weeks of the date of sale. Each batch shall be grouped 6y licence type (eg. Lifetime dog, lifetime cat, dog $15, cat $20, etc.) Books and Records 4.10 The Contractor agrees to keep such books and records of the operation of the licence sales as the Municipality may require, and allow the Municipality access at all times to inspect these books and records. The Contractor agrees to employ an Auditor licensed under the Public Accountancy Act R.S.O. 1990, C.P.37, s14 (as amended from time to time, whose identity is acceptable to the Municipality. Dispute 4.11 In the event that a dispute arises between the Contractor and the Municipality as to the amount of money payable to either party pursuant to this Agreement, the decision shall be referred to the Municipal Clerk (or such other person as she may designate, and the decision of the Municipal Clerk (or designate) as to the amount of the payment shall be final. 5.0 Riehts and Oblieations of the Municioalitv Exclusivity 5.1 The Municipality covenants that it shall not retain any other door-to-door sales persons for the purpose of selling animal licences during the course of this Agreement. Page 4 of 11 No Guarantee 5.2 The Contractor acknowledges that the Municipality has made no representations, warranties or estimates regarding expected sales of licences to the residents of Clarington. The Municipality has made no predications or estimates whatsoever regarding profits or sales. Confidential Records 5.3 The Municipality shall provide the Contractor a list of individuals who have already purchased their dog/cat licences for the licensing year. The Municipality shall periodically provide the Contractor an updated list of individuals who have purchased licences throughout the licensing year at all sales outlets. Such information is considered to be confidential. 5.4 The Company shall not, at any time, before, during or after completion of the work divulge any confidential information acquired during the course of any resulting contract. Reference Materials S.5 All reference materials required to educate the residents of Clarington with respect to the animal licensing program shall be provided to the Contractor by the Municipality, at the Municipality's expense. Trainin¢ 5.6 The Municipality shall provide appropriate training to the Contractor and the Contractor's employees/agents, prior to the commencement of the Agreement, including but not limited to: terms of this Agreement, code of conduct, licensing policies, and the benefits of animal licensing. Waiver 5.7 The failure of the Municipality to insist, in one or more instances, upon the performance of the Contractor or the Contractor's employees/agents of any of the terms and/or conditions of this Agreement shall not be construed as a waiver of the future performance of any such term and/or condition and the obligations of the Contractor shall continue in full force and effect. Page 5 of 11 Evaluation of Service Delivery 5.8 The Municipality agrees to hold monthly meetings to monitor the delivery of service required in this Agreement and, together with the Contractor and staff of the Animal Services Division, review the program and the results being achieved, including conflicts with residents and the satisfactory resolve of each one. The frequency of meetings may be adjusted as deemed appropriate by the Municipality. 5.9 Any complaints received by the Municipality, regarding the program delivery, will be forwarded to the Contractor within twenty-four (24) hours of receipt and shall be responded to by the Contractor within two (2) business days. Advertising 5.10 The Municipality shall have the right to place advertising in the appropriate media (local newspapers or radio) from time to time introducing and promoting the animal licensing program and its benefits. 6.0 Rights and Obligations of the Contractor No Assignment 6.1 The Contractor acknowledges that the background and experience of its principal officer, Mark Stewart, as well as the proposal submitted to the Municipality under Animal Licensing Inc. were key components in the Municipality's entering into this Agreement. The door-to-door sales are to be conducted only by the Contractor and any of his employees or agents that have received the prior approval of the Municipality. The Municipality reserves the right to revoke the authority to sell Dog/Cat licences from an employer/agent of the Contractor. The Contractor agrees that it shall not transfer the business (as it operates) to another person or corporation, and acknowledges that the Contractor is not entitled to assign all or any portion of this Agreement without the prior written consent of the Municipality. The Municipality may arbitrarily withhold consent to an assignment in its sole and absolute discretion. Nothing contained in this Agreement prohibits the Contractor from performing similar services for other municipalities or companies. Lawful Operation 6.2 The Contractor shall, at all times, hold and maintain in good standing any licences or permits required by Federal, Provincial or Municipal laws and regulations. Page 6 of 11 Insurance 6.3 The policy shall include the Municipality as an additional insured in respect of all operations performed by or on behalf of the Company. This policy should include both "owned" and "non-owned" vehicle coverage. It is to be endorsed that the policy or policies not be altered, cancelled, or allowed to lapse during the Agreement (including any applicable renewals) without thirty (30) days prior written notice to the Municipality. A certified copy of such policy or certificate shall be provided to the Municipality prior to commencement of the work. Further certified copies shall be provided upon request. The Contractor shall obtain and maintain comprehensive liability insurance from a company satisfactory to the Municipality. Indemnification 6.4 The Contractor agrees that it will from time to time, and at all times, hereafter, well and truly save, keep harmless and fully indemnify the Municipality and its elected officials, employees and agents and its successors and assigns, from and against all actions, claims, and demands whatsoever which may be brought against or made upon the Municipality and against all loss, liability, judgments, claims, costs, demands or expenses which the Municipality sustains, suffers or be put to resulting from or arising out of the Contractor's failure to exercise reasonable care, skill or diligence in the performance or rendering of any work or service required hereunder to be performed or rendered by the Contractor, its agents, servants, and employees. Fidelity Bond 6.5 In as much as this Agreement covers working on Municipal property and private property within Clarington without supervision, the Contractor must provide evidence that all personnel employed in, upon or about the premises of Clarington are covered by a Fidelity Bond of not less than $10,000.00 far each individual involved on Municipal property or private property within Clarington. Workplace Safety and Insurance Board 6.6 All of the Contractor's personnel must be covered by the insurance plan under the Workplace Safety and Insurance Act, 1997, or must provide an identification number from the WSIB verifying their status as an "Independent Operator'. Upon request by the Municipality, an original Letter of Good Standing from the Workplace Safety and Insurance Board shall be provided prior to the commencement of work indicating all payments by the Company to the board have been made. Prior to final payment, a Certificate of Clearance must be issued indicating all payments by the Company to the Board in conjunction with the subject Contract have been made and that the Municipality will not be liable to the Board for future payments in connection with the Company's fulfilment of the contract. Further Certificates of Clearance or other types of certificates shall be provided upon request. Page 7 of it 6.7 For Independent contractors /Owners /Operators who do not have WSIB coverage, the following shall be provided upon request by the Calling Agency: Single Independent Contractors /Owners /Operators shall provide a letter from the Workplace Safety & Insurance Board confirming independent operator status and identification number. To obtain this, contractors must complete the form "Determining Worker/Independent Operator Status", issued by the Workplace Safety & Insurance Board. (For mare information, please contact your local Workplace Safety & Insurance Board Office and refer to this clause.) Single Independent Contractors /Owners /Operators must also provide a certificate from the Workplace Safety & Insurance Board confirming they have purchased the optional WSIB coverage. Equipment 6.8 The Contractor shall be responsible far providing its own transportation for itself or its representatives during the course of this Agreement. Vehicles used must be in an acceptable condition with respect to appearance ,meet all requirements of the Highway Traffic Act Safety Standards and be insured at all times during the term of the Agreement. 6.9 The Contractor shall further supply any computer equipment and office materials required to collect and disseminate the data required by the Municipality. 6.10 The Municipality of Clarington will provide the Contractor with an electronic hand held mobile device far the purpose of electronically completing/tracking door-to-door sales. Any and all equipment and/or software loaned to the Contractor for the purpose of selling Animal Licences will remain the property of the Municipality of Clarington and must be returned at the end of the contract in the same condition as in which it was originally provided. Presentation of Contractor 6.11 The Contractor and his agents shall present a neat, tidy, clean and pleasant appearance at all times when dealing with the public under this Agreement. 6.12 The Contractor and his agents shall conduct themselves in accordance with the code of conduct as determined by the Municipality. Page 8 of 11 Identification 6.13 The Municipality shall provide identification for each of the Contractor's approved employees/agents that is the official identification for one representing the Municipality. The Contractor and/or his agents shall be responsible for ensuring the photo identification card is immediately visible and shown to all residents at their door prior to commencing an animal licence sale. The Municipal identification card is valid for the term of the contract only. New identification shall be provided by the Municipality for any additional term in accordance with this Agreement. Confidentiality 6.14 The Contractor agrees that all information received from the Municipality and from the residents of the Municipality of Clarington with respect to animal licensing within the Municipality of Clarington is confidential information and shall be treated accordingly. This confidentiality shall extend to its employees/agents. All written and computer material, information and records shall be returned to the Municipality upon termination of this Agreement. Advertisine 6.15 There shall be no advertising carried out by the Contractor for this program. Trainine 6.16 The Contractor and the Contractor's employees/agents must attend a training session conducted by the Municipality prior to commencing sales under this Agreement. Employees 6.17 The Contractor shall provide the Municipality with a list of employees in its workforce, stating each employee's name, address, occupational title and service or seniority date. The Contractor shall keep this list current and up-to-date. Any amendments required to the information on this list shall be provided to the Municipality promptly after such amendment take effect. 6.18 Every Agent working on behalf of the Contractor under this agreement, shall provide the Municipality with a recent (no older than six months) criminal background check including Criminal Code (Canada) convictions, pardoned sexual offences, records or convictions under the Controlled Drugs and Substances Act, Narcotics Control Act and Food and Drugs Act and all outstanding warrants and charges. This information shall be supplied at no cost to the Municipality and any such requested document will be submitted to the Municipality in its true and original form. Page 9 of 11 7.0 Rules of Ooeration 7.1 The Contractor covenants to abide by all of the terms and conditions of this Agreement and those noted within the Request for Proposal Document RFP2008-21. 8.0 General Notices 8.1 Any notices to be given under this Agreement must be in writing, signed by or on behalf of the party giving such notice and delivered by hand or mailed by prepaid first class mail in Canada and addressed as follows: If to the Municipality at: The Corporation of the Municipality of Clarington Attn: C. Anne Greentree, Deputy Clerk 40 Temperance Street Bowmanville, ON L1C 3A6 If to the Contractor, at: Animal Licensing Services Inc. c/o Mark Stewart 76 Liberty Street S. Suite #304 Bowmanville, ON L1C 2N7 Or at such other address as any party hereto may have specified by notice in writing and given to the other party. Where notice is given by mail, it shall be deemed to have been received by the person to whom the same is addressed, on the fifth (5`h) business day following the day upon which such notice, sent by prepaid first class mail, had been deposited in a post office in Canada. Freedom of Information 8.2 Pursuant to the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, cM.56, as amended, the Contractor acknowledges that this Agreement to be provided by the Contractor to the Municipality is subject to the same Act. If the Contractor wishes to maintain confidence on any document submitted, it must stipulate at the time that the document is submitted, that it is being submitted in confidence. The Municipality will not be responsible to the Contractor for the release of any information given without claim to confidentiality. Page 10 of 11 9.0 Termination 9.1 The Contractor agrees that upon breach by it (or by persons for whom it is lawfully responsible) of any of the express or implied terms and conditions of this Agreement, the Municipality may, in addition to any other remedy available at law, terminate this Agreement. Upon receipt by the Contractor of a Notice of Termination, this Agreement shall be considered terminated. Return of Information 9.2 On the termination of this Agreement, the Contractor shall return within 24 hours, at its own expense, all documentation, identification, forms and literature provided by the Municipality for the purposes of carrying out the work of this contract. 9.3 The Contractor agrees that should it become necessary to terminate the Agreement thirty (30) days written notice, detailing the reason for cancellation will be provided to the Municipality. Once agreed upon, the Agreement will be terminated and the Contractor will discontinue the door-to-door sales of licences. Signed in Duplicate on the day of ANIMAL LICENSING SERVICES INC. 1 /, I ~ / Name: Mark Stewart Title: Y16~~ ~ ~ ;y~~t„~; ,2009. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON Patti Municipal Clerk Page 11 of 11