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3085 To authorize the mayor and the clerk to execute an agreement between the Town of Tillsonburg and Connie Lauder for the provision of tax support services in the Town of TillsonburgCORPORATION OF THE TOWN OF TILLSONBURG BY-LAW NO. 3085 BEING A BY-LAW TO AUTHORIZE THE MAYOR AND CLERK TO EXECUTE AN AGREEMENT BETWEEN THE TOWN OF TILLSONBURG AND CONNIE LADDER FOR THE PROVISION OF TAX SUPPORT SERVICES IN THE TOWN OF TILLSONBURG. WHEREAS the Council of the Corporation of the Town of Tillsonburg is desirous of entering into an agreement for tax support services to be performed under the jurisdiction of the Town; AND WHEREAS the Council of the Corporation of the Town of Tillsonburg hereby accepts the agreement submitted by Connie Lauder for the provision of tax support services in the Town of Tillsonburg; NOW THEREFORE THE COUNCIL OF THE CORPORATION OF THE TOWN OF TILLSONBURG ENACTS AS FOLLOWS: 1. THAT the Mayor and Clerk be and are hereby authorized to execute the Agreement attached hereto as Schedule "All and forming part of this by-law between Connie Lauder and the Town of Tillsonburg for the provision of tax support services. 2. THAT this by-law shall come into full force and effect upon final passing. 3. THAT by-law number 3055 be hereby repealed. READ A FIRST, SECOND AND THIRD TIME, AND FINALLY PASSED this 8th day of December, 2003. Mayor Stephen Molnar FAW W-4- mr, Clerk - Michael Graves CONTRACT FOR OUTSOURCED TAX SUPPORT SERVICES THIS AGREEMENT, entered into as of th Y a of 2003 BETWEEN: CONNIE LAUDER, (hereinafter the "Contractor") OF THE FIRST PART -and - THE CORPORATION OF THE TOWN OF TILLSONBURG, (hereinafter the "Town") OF THE SECOND PART NOW THEREFORE WITNESSETH that in consideration of the promises and convenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: I. TERM; 1. The Term of this Agreement shall be for a period of One (1) year commencing on January 01, 2004, through to December 31, 2004. II. RELATIONSHIP BETWEEN THE PARTIES; 2. The Town retains the Contractor as an independent contractor and not as an employee of the Town. 3. The Town shall not withhold monies for Income Tax, Canada Pension Plan or Employment Insurance on behalf of the Contractor and the Contractor shall be responsible for all such matters as an independent contractor. 4. The Contractor or other representatives of the Contractor shall not act as agents of the Town. 5. The selection of the details and means by which the Contractor fulfills its obligations under this Agreement is the responsibility of the Contractor and not of the Town, which shall exercise no control in this regard. Rather, the Town shall be entitled only to direct the Contractor with respect to the elements of services to be performed by the Contractor as to when and where such services shall be performed and the nature of the tasks assigned. The Town shall also be entitled to review and assess the performance of such services by the Contractor for the purposes of assuring that such services have been performed and confirming that results are satisfactory. 2 (i) It is expected that the Town will hold regular meetings as a means of reviewing and assessing the performance of services by the Contractor. However, the Town reserves the absolute right to cancel such meetings, alter their frequency or dispense with them altogether at any time and without notice to the Contractor. M. INDEPENDENT CONTRACTOR SERVICES; 6. The Contractor hereby covenants and agrees to provide the services of one (1) consultant to the Town. 7. The Contractor warrants and represents that the Contractor is, by virtue of education, training and experience competent to carry out the tasks for which the Town requires their services. 8. The Contractor understands, acknowledges and agrees that the Town's deliverables and schedules are of paramount concern. In that regard, the Contractor undertakes and agrees that: (a) they may sometimes be required to work extra hours in order to meet the Town's deadlines; (b) they will be available during the normal business hours of the Town; (b) the Town will make no additional payments, over and above the Fees agreed to herein, for any extra time put in by the Contractor, unless required to perform functions outside of normal business hours or when an unusual amount of extra time is required. 9. The Contractor further undertakes to: (a) duly and diligently complete all assigned tasks; (b) be bound by and faithfully observe and abide by all rules and regulations of the Town from time to time in force which are brought to their notice or of which they should reasonably be aware; IV. PAYMENT OF FEES AND EXPENSES: 10. The Town agrees to pay to the Contractor the following Fees over the Term of this Agreement: (a) The agreed to contract price is Twenty-five Dollars and Seventy-five cents per hour ($25.75 per hour) (plus GST) over the term of this contract; (b) The Town agrees to pay invoices rendered by the Contractor bi-weekly throughout the term of the contract. Payment will be made within 10 days of receipt of invoice. 11. The Contractor will be solely responsible for any expenses it incurs in providing services to the Town save and except those business-related travel expenses the Town deems reasonable and necessary in order for the Contractor to provide services to the Town from 3 time to time. The Town shall reimburse the Contractor for such reasonable travel expenses incurred on the same basis as Town pays its own employees. V. TERMINATION: 12. The Town may terminate this agreement, only on the basis of performance, by providing the Contractor with thirty (30) days written notice of its intention to do so. (a) Should the Town choose to exercise its right to terminate under Section 12, the Town agrees to continue to make payments to the Contractor during the thirty (3 0) day notice period; (b) Upon termination of this Agreement under Section 12, the Contractor shall promptly return to the Town all copies of any of the Town's data, records, or material of whatever nature or kind, including all materials incorporating the proprietary information of the Town. The Contractor shall also furnish to the Town all works in progress, or portions thereof, including all incomplete work; (b) Within thirty (30) days of termination of this Agreement under Section 12, the Contractor shall submit to the Town an itemized invoice for any fees or expenses therefore accrued under this Agreement. The Town, upon payment of such agreed upon accrued amounts, shall thereafter have no further liability or obligation to the Contractor whatever for any further fees, expenses or other form of payment. 13. If the Town ceases to exist by any order of amalgamation from the Province of Ontario into a single tier governance, the Town may terminate this contract by providing the Contractor with thirty (30) days written notice from the date of amalgamation of its intention to do so. (a) Should the Town choose to exercise its right to terminate under Section 13, the Town agrees to continue to make payments to the Contractor and continue to receive services from the Contractor during the thirty (30) day notice period; (b) Upon termination of this Agreement under Section 13, the Contractor shall promptly return to the Town all copies of any of the Town's data, records, or material of whatever nature or kind, including all materials incorporating the proprietary information of the Town. The Contractor shall also furnish to the Town all works in progress, or portions thereof, including all incomplete work; (c) Within thirty (30) days of termination of this Agreement under Section 13, the Contractor shall submit to the Town an itemized invoice for any fees or expenses therefore accrued under this Agreement. The Town, upon payment of such agreed upon accrued amounts, shall thereafter have no further liability or obligation to the Contractor whatever for any further fees, expenses or other form of payment. 14. Either party may terminate this Agreement, on written notice to the other, if the other party breaches any term hereof. 4 15. No termination of this Agreement shall affect the Town or the Contractor's rights or obligations with respect to Confidentiality, Non -Competition, Ownership of Work Product, and Employee Solicitation. 16. Provided the Agreement has not been terminated at or prior to the Termination Date of the initial Term or on any renewal thereof, the parties agree that within the Agreement shall be renewed automatically and remain in full force and effect for a further six (6) month period in accordance with the terms of the within agreement VI. NOTICE: 17. Any written notice, request or communication to be given by either party hereunder shall be personally delivered, sent by registered mail, or faxed to the office of the other party. VII. CONFIDENTIALITY: 18. During the Term of this Agreement and thereafter, the Contractor shall treat as confidential all information obtained by the Contractor for and from the Town, as well as all information compiled or generated by the Contractor under this Agreement for the Town, including, without limitation: business and marketing information, technical data, programs, source codes and other software, plans and projections. VIII. FACILITIES AND EQUIPMENT: 19. For the consideration set out herein, the Town further undertakes and agrees to make available to the Contractor adequate office and work space at the Town's facilities as well computer equipment, peripherals and software tools, to assist the Contractor in performing the services required by the Town. 20. The Contractor understands and agrees that ownership in all facilities, hardware and software tools loaned to it remains with the Town. IX. CONFLICTING AGREEMENT: 21. Prior to, and during, the Term of this Agreement, the Contractor shall disclose to the Town any existing or proposed agreements to which the Contractor is a party and which constitutes a potential conflict of interest. X. ENTIRE AGREEMENT: 22. This instrument sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and merges and supersedes all prior and contemporaneous agreements or representations, written or oral. This Agreement may be changed only by agreement in writing signed by the party against whom enforcement, or any waiver, change, modification, extension or discharge is sought. XI. INVALIDITY OF PROVISIONS: 23. The invalidity or unenforceability of any other provisions hereof and any such invalid or unenforceable provision(s) shall be deemed to be severable from the remainder of the Agreement. XII. SUCCESSORS AND ASSIGNS: 24. This Agreement shall not be assignable by either the Contractor or the Town without the express written consent of the other party to such assignment. XIII. RELEASE FROM LIABILITY: 25. The Town expressly agrees that the Contractor has no liability for any act or omission in connection with the services provided under this agreement, and agree to indemnify and hold the Contractor harmless from any claims for damages that may arise in any way from provision of these services. THIS AGREEMENT signed this -�.. da of ; 2003 at �� �, Ontario g Y r. CONNIE LAUDER, ("Contractor' ) Stephen Molnar, Mayor THE CORPORATION OF THE TOWN OF TILLSONBURG, ("Town") �A/1 } Michael Tra s, Director of Corporate Services/Clerk THE CORPORATION OF THE TOWN OF TILLSONBURG, ("Town")