3169 To authorize an agreement between the corporation of the town of tillsonburg and ceridian canada ltdBY-LAW NUMBER 3169
A BY-LAW TO AUTHORIZE AN AGREEMENT BETWEEN THE CORPORATION OF
THE TOWN OF TILLSONBURG AND CERIDIAN CANADA LTD.
WHEREAS the Corporation of the Town of Tillsonburg deems it necessary and expedient to
enter into an agreement with Ceridian Canada Ltd.
THEREFORE the Council of the Town of Tillsonburg enacts as follows:
1. THAT the Agreement attached hereto as Schedule "A" and forming part of this By-law
between the Corporation of the Town of Tillsonburg and Ceridian Canada Ltd. is hereby
approved;
2. THAT the Mayor and Clerk be hereby authorized to execute the attached agreement
marked as Schedule "A" on behalf of the Corporation of the Town of Tillsonburg.
READ A FIRST, SECOND AND THIRD TIME AND FINALLY PASSED THIS 11th DAY
OF JULY, 2005.
MAYOR -Stephen Molnar
CLERK -Michael Graves
SCHEDULE A
THIS PAYROLL SERVICES AGREEMENT made in duplicate this 11th day of JuLY, 2005.
BETWEEN:
CERIDIAN CANADA LTD., a company incorporated
under the laws of Canada
(herein called "Ceridian Canada")
-and-
The Corporation of the Town of Tillsonburg
(hereinafter called "the Employer")
IS EVIDENCE OF THE FACT THAT:
A. Ceridian Canada is in the business of providing payroll, tax remittance filings and other related
services to its Customers.
B. As part of its services, payments are made at Ceridian Canada's direction to a trust (the "Trust")
established by Ceridian Canada for the purpose of keeping these payments separate from
Ceridian Canada's other property.
C. At Ceridian Canada's direction, the Trust is entitled to invest monies, on deposit in the Trust and
the investment objectives of the Trust shall be to safeguard principal, maintain liquidity and
generate a competitive rate of return consistent with a conservative investment approach.
D. The parties have entered into this Agreement in order to better identify their respective rights and
responsibilities.
AND THE PARTIES HERETO AGREE as follows:
1. Ceridian Canada will produce the Employer's Payroll in accordance with a timing schedule
agreed upon from time to time.
2. The Employer shall forward to Ceridian Canada the necessary information to complete each
payroll which information shall be provided to Ceridian Canada such number of days prior to the
payroll date as may be directed by Ceridian Canada. The Employer is solely responsible for the
accuracy and completeness of all information supplied to Ceridian Canada.
3. The Employer shall provide a payment ("the Payroll Funds") to one of the accounts established
by the Trust as directed by Ceridian Canada and in return for the Payroll Funds, Ceridian Canada
shall provide signed cheques or direct deposits or both ("the Payments") for the employees and
others as requested by the Employer. The Payroll Funds provided to Ceridian Canada shall be
for the full amount of all payments to be made including service fees and applicable taxes
thereon and shall be in a form satisfactory to Ceridian Canada. Ceridian Canada reserves the
right, at its option, to have the Payroll Funds subject to guarantee by the Employer's financial
institution. Ceridian Canada shall not be obliged to release any payroll documents or to honour
the Payments until it has received cleared funds from the Employer.
4. The Employer hereby grants to Ceridian Canada authority to issue the Payments on behalf of the
Employer, and to take such other action as may be necessary from time to time including,
without limitation, authority to deliver the Payments, authority to instruct its bank to stop payment
and authority to refuse payment. At the request of the Employer or at Ceridian Canada's option,
Ceridian Canada shall pay to the Employer an amount equivalent to any funds held in the Trust
on account of Payments against which stop payments have been placed, or which are, according
to banking practice, considered to be stale -dated.
5. Ceridian Canada shall be responsible for withholding and remitting the Employer's statutory
remittances including income tax, employment insurance, government pension plans, and any
other remittance which may be required by any level of government unless the Employer has
Taylor McCaffrey - 7/11/2005 - 9:02 PM
elected to withhold and remit such statutory remittances on its own behalf. The statutory
remittance funds shall form part of the Payroll Funds to be supplied by the Employer. Ceridian
Canada shall have no obligation to remit the Employer's statutory remittance funds until it has
received cleared funds from the Employer. The Employer shall be responsible for notifying
Ceridian Canada of any changes to the frequency with which it must make its statutory
remittances and the Employer shall provide Ceridian Canada with any notices it receives from
the taxing authorities relating to the frequency of such remittances.
6. Ceridian Canada has arranged a direct deposit service with financial institutions. If at any time
the Employer utilizes this service, Ceridian Canada shall provide a listing of the direct deposits to
be supplied to the financial institutions for each payroll. The listing of direct deposits shall be
available to the Employer on the business day following the preparation of the payroll. The
Employer shall review the listing and inform Ceridian Canada of any necessary corrections by
11:00 a.m. Central Time on the business day prior to payroll date.
When utilizing the direct deposit service the Employer shall indemnify and save Ceridian Canada
harmless from and against any and all loss, damage or liability whatsoever which Ceridian
Canada may incur including, without limiting the generality of the foregoing, any loss, damage or
liability by reason of:
a) incorrect information being supplied by the Employer to Ceridian Canada;
b) the failure of the Employer to notify Ceridian Canada of irregularities or errors in the listing
of direct deposits provided to the Employer by Ceridian Canada prior to the release of the
direct deposits to financial institutions;
c) the failure of a financial institution to process properly, or on a timely basis, information
provided by Ceridian Canada.
7. The Employer acknowledges that:
a) Ceridian Canada is entitled to invest monies held by the Trust in accordance with the
investment guidelines established from time to time by the Board of Directors of Ceridian
Canada;
b) Ceridian Canada is entitled to the income and gains derived or realized from the
investment of funds held by the Trust and is not accountable to the Employer or to its
employees or any other person for such income or gains; and
c) The Trust may borrow monies for use by the Trust and may pledge the invested monies
held by the Trust as security for such borrowings.
8. Ceridian Canada shall maintain a fidelity bond covering its employees to a minimum of
$10,000,000.00.
9. As part of the Payroll Service, Ceridian Canada shall periodically provide the Employer with a list
of all uncleared cheques issued on the Employer's behalf.
10. All the information supplied to Ceridian Canada by the Employer shall be kept in strict confidence
by Ceridian Canada, Ceridian Canada's agents, servants and employees and the Trust. Ceridian
Canada shall obtain a pledge of confidentiality from every Ceridian Canada employee.
11. The fees to be paid by the Employer to Ceridian Canada for its services hereunder shall not
change within twelve months of execution of this Agreement. Ceridian Canada shall give the
Employer 90 days prior notice in writing of its intention to make price changes.
12. Ceridian Canada shall use its best efforts to carry out this Agreement fully, promptly and without
error and the Employer shall co-operate fully with Ceridian Canada for those purposes. Ceridian
Canada's liability for late delivery or error shall be limited to providing materials as promptly as
possible and correction of errors made by Ceridian Canada in processing the information
supplied by the Employer to Ceridian Canada to produce the Employer's payroll, and no further.
The Employer shall indemnify and save harmless Ceridian Canada in respect of any claim of any
nature arising out of this Agreement or the services provided by Ceridian Canada other than
claims arising out of negligence on the part of Ceridian Canada or its employees.
13. This Agreement may be terminated by the Employer giving Ceridian Canada 30 days notice in
writing or by Ceridian Canada giving the Employer 90 days notice in writing.
14. Proprietary publications, computer programs and software utilized or developed by Ceridian
Canada in connection with the Payroll Service are the sole property of Ceridian Canada. Upon
termination of the service, all such material shall be returned to Ceridian Canada at its request.
Thursday, Jul 21, 2005 3:36 PM Chad Beau�ppre 519-747-7877 p.05
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9431 T 781 P017/017 F-368
03-
15, This Agreement shall be governed by the laws of Ontario.
10. This Agreement may not be assigned by either party, except with the prior
. P p io written consent of the
other party.
17. This Agreement shen enure to the benefit of and be bindingn
u� the partin haret0, and their
respective Sucoessors and permitted esslgns.
18, Any notices which are to be given under this A r
ment shell be given In writing and shall be
serve g es
d personally, by mail, or sent by taceirnile. An notices
6he11 be deemed to h Y served perliy of by f�xirntlo
have been nece1ved on the day when PeMonal servICS is made or the
f8c6lmile is sent. Notice sent by mail shall be deemed
roti i 1 to have been receJv�ed two days after the
Ce s me ted. Any notices to be given to Certdlan Canada by the Emth• 6rench Offioa of Cerrotien � p oyer shell be sent to
Canada which provides the ssrVIC 9 to the Employer. An ticea
to be gWn by Certdlen Canada to the Employer shall beg Y
no
ant to the printspai place of busin�e
of the Employer,
as shown on the records of Cerldien Canada.
ACCEPTANCE By THE EMPLOYER OF TMiB AGREEMENT AND ALL OF THE TERMS S S AND
CONDITIONS HEREIN MAY BE
EXECUTED BY THE EMPLOYER EXECUTING ANO
DELIVERING THIS At:RR`MjjNT To CEltiatArt CANADA. IF THE AGREE parmr lS NOT
EXECUTED BY THE EMPLOYER, ACCEPTANCE OF ITS TERMS ANO CONDITION
CONCLUSIVELY PRESUMED WHEN 8 SHALL RE
EN THE EMPLOYER REMITS PAYROLL FUNDS, PROVIDEQ,
NOWEVERl THAT NO ACCEPTANCE GWALL DE EFFECTIVE IrVMICM VARIES THE TERM
HEREOF OR PROPOSES ADDITIONAL 0 TEAMS.
IN WITNESS whereof the partlee hereto have executed this ogroemeM by the signatures
of their suthori,=od agents this day of , �.
Gxt1Q
cwt
CEaioinry CAN DA LTD.
Per:
Authorized 81§ning,PW4r