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HomeMy WebLinkAbout2003-028 THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON BY-LAW 2003- 028 being a by-law to authorize the execution of an Agreement between the Corporation of the Municipality of Clarington and Animal Licencing Services Inc. THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON HEREBY ENACTS AS FOLLOWS: 1. THAT the Mayor and Municipal Clerk are hereby authorized to execute on behalf of the Corporation of the Municipality of Clarington, and seal with the Corporate Seal, an Agreement with Animal Licencing Services Inc. for the sale of dog/cat licences "door to door" in the Municipality of Clarington from April 1, 2003 to September 30, 2003. 2. THAT the Agreement attached hereto as Schedule "A" forms part of this By-law. By-law read a first and second time this 17th day of March, 2003. By-law read a third and finally passed this 17th day of March, 2003. -- ~/ - Attachment #2 To Report CLD-10-03 1 This Agreement signed in Triplicate on the 17day of /lIfImf2003. BETWEEN: The Corporation of the Municipality of Clarington "The Municipality" - and- Animal Licencing 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 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 Article 1.00 Scope of Services Article 2.00 Term and Renewal Article 3.00 Rent/Remuneration Article 4.00 Rights and Obligations of the Municipality Article 5.00 Rights and Obligations of the Contractor Article 6.00 Covenants, Representations and Warranties Of the Contractor Article 7.00 General Article 8.00 Termination Article 9.00 Definitions 1 2 2 3 4 6 6 7 7 1.0 Scope of Services 1.01 Licence Sales: The Contractor shall provide the service of selling dog and cat licences to the residents of the Municipality of Clarington, door to door. This operation will be carried out between the hours of 9:00 a.m. and 8:00 p.m., from Monday to Saturday, (excepting statutory holidays) for the term of this contract. 2 1.02 Other Services: The Contractor shall communicate to the residents of Clarington the reasons and benefits for dog/cat licencing. This will include the distribution of brochures and other literature regarding the licencing of dogs/cats in Clarington, as provided by the Municipality. 2.00 Term and Renewal 2.01 Term: This contract will have a fixed term of April 1 , 2002 to September 30, 2002. This service is being contracted on a trial basis for that period. The effectiveness of the program will be evaluated at that time and a decision made with respect to future requirements and procedures. 2.02 Renewal: This contract has no right for renewal. 3.0 Remuneration 3.01 Remittance: 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, cheques made payable to the Municipality of Clarington, or credit card payments (Visa, Mastercard) will be acceptable for payment of licences. 3.02 Remuneration: Remuneration in the amount of 30% for the sale of each dog or cat licence shall be paid to the Contractor on a weekly basis and only upon the approval by Municipal staff of the Animal Licencing receipts. Registration forms and invoices to support the licences sold must be submitted to the Municipality by 9:00 a.m., the Monday following the completed work week. 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. 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 Municipality procedures for the handling of such cheques under other circumstances. Payments to the Contractor shall be withheld. 3.03 Data: Data collected with respect to door-to-door sale of licences shall be delivered to the Animal Shelter by 12:00 noon on the Monday following the collection of the data. 3 3.04 Books and Records: 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 licenced under the Public Accountancy Act, R.S.O. 1990, cP.37, s.14 (as amended from time to time), whose identity is acceptable to the Municipality. 3.05 Dispute: 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. 4.00 Riahts and Obliaations of the Municipalitv of Clarinaton 4.01 Exclusivitv: The Municipality covenants that it shall not retain any other door-to-door sales persons for animal licences during the currency of this Agreement. 4.02 No Guarantee: 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 predictions or estimates whatsoever regarding profits or sales. 4.03 Confidential Records: The Municipality will provide to the Contractor, a list of individuals who have already purchased their dog/cat licences for the year 2001 and will provide him with an update of individuals purchasing licences throughout the year by non door-to-door sales. Such information is considered to be of a confidential nature. 4.04 Reference Materials: All reference materials required to educate the residents of Clarington with respect to the animal licencing program shall be provided to the Contractor by the Municipality. 4.05 Traininq: The Municipality will provide appropriate training to the Contractor and/or his employees/agents regarding the benefits of animal licencing, prior to the commencement of the Agreement. 4 4.06 Waiver: The failure of the Municipality to insist, in one or more instances, upon the performance of the Contractor of his employees/agents of any of the terms and/or conditions of this Agreement shall be 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. 4.07 Advertisinq: 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 licencing program and its benefits. 5.0 Riahts and ObliQations of the Contractor 5.01 No Assiqnment: The Contractor acknowledges that the background and experience of its principal officer, Mark Stewart, as well as the proposal submitted to the Municipality under his name 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 to an employee/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 he is not entitled to assign a II 0 r a ny portion of t his 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. 5.02 Lawful Operation: 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. 5.03 Insurance: The Contractor shall obtain and maintain comprehensive liability insurance from a company satisfactory to the Municipality. This insurance shall: (a) have a limit of liability of not less than $2,000,000.00 (two million dollars) per occurrence for property damage and bodily injury; (b) cover all operations and liability undertaken by the Contractor pursuant to this Agreement; (c) include both "owned" and "non-owned" vehicle coverage; 5 (d) be endorsed to provide that the policy or policies will not be altered, cancelled, or allowed to lapse during the currency of this Agreement (including any renewal) without thirty (30) days prior written notice to the Municipality; and (e) name the Municipality as additional insured. 5.04 Indemnification: The Contractor agrees that it will be from time to time, and at all times, hereafter, well and truly save, keep harmless and fully indemnity 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 a nd against all loss, liability, judgements, claims, costs, demands or expenses which the Municipality sustain, suffer 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, employees or sub consultants or any of them. 5.05 Fidelitv Bond: Inasmuch 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, or, upon or about the premises of Clarington are covered by a Fidelity Bond of not less than $10,000.00 for each individual involved on Municipal property or private property within Clarington. 5.06 Workers' Compensation: The Contractor acknowledges that this Agreement is a "Contract for Service" and that it and its employees/agents are deemed to be independent Operators under the Operational Policy of the Workers' Compensation Act, R .S.O. 1 990, Sections 1 (1) (m), and 11. I n the event that the Contractor must register with the Workers Compensation Board as an employer, it shall furnish Workers Compensation Board Clearance Certificates to the Municipality at 45 day intervals or as required to confirm its good standing. The Workers Compensation Board letter of Independent Operator's status shall form a part of this Agreement. 5.07 Equipment: The Contractor shall supply its own transportation during the currency of this Agreement. The Contractor shall further supply any computer equipment and office materials required to collect and disseminate the data required by the Municipality. 6 5.08 Identification:The Municipality shall provide identification for each of the Contractors approved employees/agents that is the official identification for one representing the Municipality. This will be a photo identification card that will be presented when making a call at a private residence or private property within the Municipality. 5.09 Confidentialitv: The Contractor agrees that all information received from the Municipality and from the residents of the Municipality of Clarington with respect to animal licencing 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. 5.10 Advertisinq: There shall be no advertising carried out by the Contractor for this program. 6.00 Rules of Operation: The Contractor covenants to abide by all of the terms and conditions of this Agreement. 7.0 General 7.01 Notices: 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: Marie Knight Stanley, Deputy Clerk The Corporation of the Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L 1C 3A6 If to the Contractor, at: Animal Licencing Services Inc. c/o Mr. Mark Stewart 111 Victoria Street East, Unit #1 Whitby, Ontario L 1 N 8X1 or at such 0 ther address a sa ny party hereto may have specified by notice in writing and given to the other party. 7 Where notice is given by mail, it shall be deemed to have been received by the person to who the same is addressed, on the fifth (5th) business day following the day upon which such notice, sent by prepaid first class mail, has been deposited in a post office in Canada. 7.02 Freedom of Information: Pursuant to the Municipal Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.M.56, as amended, the Contractor acknowledges that this Agreement to be provided by the Contractor to the Municipality, are 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 confidentially. 8.0 Termination 8.01 Termination bv the Municipalitv: 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. 8.02 Return of Information: On the termination of this Agreement, the Contractor shall return within 24 hours and at its own expense all documentation, identification, forms and literature provided by Clarington for the purposes of carrying out the work of this contract. 8.03 Termination bv the Contractor: In the event that the animal licencing program becomes unprofitable to the Contractor, it may, upon fourteen (14) days notice in writing to Clarington, terminate this Agreement and discontinue the door-to-door sales of licences. 9.0 Definitions Soliciting "Door-to-Door" means soliciting each single dwelling unit on every urban and rural street within the Municipality of Clarington. A "Single Dwelling Unit" is each private home (whether single or semi private), each private apartment (whether within a private home or apartment building), each townhouse, or each unit in a group dwelling. . . 8 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 3.03 and 3.04. Signed in Triplicate on the 17th day of March, 2003. ANIMAL LICENCING SERVICES INC. ~ Na;e:Mark S ew~rt Title: (I/We have the authority to bind the Corporation) The Corporation of the Municipality of larington Mayor ~ ~_./ . "