Contract for BIA Administrative Services

Between:        Service Provider, an individual operating as a company under the laws of Ontario under the name of [Mr. / Ms. Xxxx] or incorporated as [123 Ontario Ltd.] and whose present address is located at [456 Main Street, Toronto, Ontario M1M 2A2]

And:               [Company] North Kapuskasing Business Improvement Area (NKBIA), a not-for-profit agency existing under the laws of Ontario whose principal place of business is located [789 Center Drive, Kapuskasing, Ontario J1K 2L3]

This Contract for Services is made and entered into on [Date], between North Kapuskasing Business Improvement Area (hereinafter referred to as NKBIA and [123 Ontario Ltd.] (hereinafter referred to as Service Provider);

For good and valuable consideration and for services hereby acknowledged, the parties agree as follows:

1   Engagement

Upon the terms and conditions set out herein, NKBIA hereby engages Service Provider to provide to the Company the services as defined in Section 2 herein and Service Provider agrees to such provision.

2   Administrative and Support Services

During the term hereof, Service Provider agrees to provide the administrative services as described in Schedule A attached hereto and referred to herein, including any other management and consulting services reasonably requested by NKBIA and agreed to by the Service Provider.

3   Name of Position (Title)

Service Provider shall provide the services of [Executive Director, General Manager, Coordinator, Manager, Administrative Assistant] for NKBIA, by performing as set out below;

4   Essential Services to be Provided

As (Title) for the NKBIA Service Provider shall provide Development, Organizing, Administration and Event Planning management services to NKBIA, according to the description attached as Schedule “A” and such other duties as may be directed by Board of Management (BOM) of NKBIA as composed from time to time.

Whereas Service Provider is experienced in providing consulting services as a (Title) for Business Improvement Associations and continues to provide such services to a number of Business Improvement Areas;

AND WHEREAS the services to be provided to NKBIA by Service Provider shall include, without limiting the generality of the foregoing services, the duties and performance of (Title) of NKBIA;

AND WHEREAS NKBIA is desirous of retaining Service Provider services as a consultant on a [Part Time/ Full Time] basis to act as (Title) for NKBIA;

In consideration of the mutual covenants set forth below, NKBIA agrees to employ Service Provider and Service Provider agrees to work for NKBIA as set forth in this Agreement.

DESCRIPTION OF DUTIES

Duty of Loyalty and Best Efforts

Service Provider shall devote all of his/her knowledge and skills to NKBIA‘s interests and shall do so in good faith, with best efforts, and to the reasonable satisfaction of the NKBIAService Provider understands that he/she shall only be entitled to the compensation as set forth in this Agreement. Service Provider further acknowledges he/she will not engage in any form of activity that produces a “conflict of interest” with those of NKBIA unless agreed to in advance and in writing. Service Provider acknowledges and agrees that any violation of this section shall be cause for termination without notice or compensation in lieu of notice.

Provision of Services and Relationship

Service Provider agrees that his/her duties shall be rendered at the NKBIA’s business premises or elsewhere as required. Service Provider understands and agrees that his/her position is not governed by the Employment Standards Act, Ontario and he/she is not an employee of NKBIA;

[If Part/Time] It is agreed and understood that Service Provider shall devote at least [30] hours per week to working for NKBIA. The hours shall be agreed upon between Service Provider and the Board of Management (BOM); however, NKBIA expects and provides necessary flexibility to meet its needs;

It is agreed and understood between the parties, that Service Provider hours are within Service Provider discretion and that which is required is performance of the services. Further Service Provider and his/her employees and agents, shall exercise discretion in the prosecution of the Services in a legal and moral fashion and at all material times complying with all laws, regulations, bylaws and ordinances;

Service Provider shall pay for his/her own car expenses as well as all promotion and travel unless approved by BOM;

It is agreed and understood between the parties, that Service Provider shall maintain his/her own office, at his/her own expense, at such place other than the premises of NKBIA, as he/she deems appropriate and he/she shall advise NKBIA,  its servants or agents of the location of said office, in the event that the same should change;

Service Provider may have his/her own employees, sub-contractors or other staffing requirements that remain separate and apart from NKBIA. This agreement in no way indicates, suggests or directs the independent operations of Service Provider’s outside activities performed for NKBIA and fully acknowledges Service Provider’s rights and responsibilities in his/her business operations;

Service Provider is an independent contractor of NKBIA. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

Service Provider shall have no authority to act as agent for, or on behalf of, the NKBIA, or to represent the NKBIA (other than described, authorized and agreed to within this agreement to execute the management services of NKBIA) or bind the NKBIA in any manner without the express consent and direction of the BOM;

Service Provider shall not be entitled to vacation, worker’s compensation, retirement, insurance or other benefits afforded to employees of NKBIA;

Service Provider agrees that NKBIA shall have no liability or responsibility for the withholding, collection or payment of any taxes, employment insurance premiums, Workers’ Compensation premiums or Canada Pension Plan contributions on any amounts paid by NKBIA to Service Provider or amounts paid by Service Provider to his/her employees or sub-contractors. Service Provider agrees to indemnify NKBIA from any and all claims in respect to NKBIA’s failure to withhold and/or remit any taxes, employment insurance premiums or Canada Pension Plan contributions;

Service Provider is free to provide services to other clients; so long as there is no interference with Service Provider’s contractual obligations to the NKBIA or that the provision of such other services injuriously affects NKBIA;

Service Provider shall not retain any sub-contractor or agent on behalf of NKBIA without the express written consent of the BOM. If required, any sub-contractor or agent to be retained under Service Provider’s direction, may be retained directly by NKBIA in its sole and unfettered discretion.

COMPENSATION AND TERM

Base Compensation

Service Provider shall receive consulting fees of XXX THOUSAND DOLLARS ($ XXX.00) per annum, payable in TWENTY FOUR (24) equal bi-weekly installments of YYY DOLLARS ($ YYY.00) payable monthly on the 15th and the 30th of each month plus HST on receipt of invoice from Service Provider. Service Provider shall provide his/her HST number to NKBIA contemporaneously with this execution hereof. It is agreed and understood that Service Provider has indicated he/she shall be absent for ZZ (Z) weeks of the term hereof and no monies shall be owing to Service Provider for such period of absence.

Expense Reimbursement

Service Provider shall not be entitled to reimbursement of any or all expenses unless authorized by the BOM and reasonably incurred in the performance of the functions and duties under this Agreement.  In order to receive reimbursement, authorized and incurred expenses must be provided by Service Provider to the BOM with an itemized account of all expenditures, along with suitable receipts therefore. Approved expenses shall be reimbursed promptly on receipt of invoice and backup.

Term

This Agreement shall commence the 1st day of April, 2018 and terminate the 31st day of March, 2019. Same may be renewed on THREE (3) months’ written notice by either party provided agreement on terms being achieved before the termination date hereof. If no agreement on renewal is reached the Agreement shall be at an end and this issue is not subject to arbitration.

TERMINATION

Notice period

Either party may terminate this Agreement without cause on NINETY (90) days’ notice in writing to the other.

Dismissal for just cause

NKBIA may terminate this Agreement at any time, without notice, for just cause and without limitation in the event of criminal conviction, non-performance of duties at an acceptable level, death, bankruptcy, insolvency, gross negligence, gross dereliction of duty or gross misconduct of Service Provider.

COVENANTS

Non-Disclosure

Service Provider recognizes that in the performance of his/her duties he/she will acquire detailed and confidential knowledge of the NKBIA’s operations and other confidential documents and information.  Service Provider agrees not to use, disclose or communicate, in any manner, proprietary information about NKBIA, its operations, clientele, or any other proprietary information that relate to the business of NKBIA.  This includes, but is not limited to, the names of NKBIA’s customers, marketing strategies, operations, or any other information of any kind which would be deemed confidential or proprietary information of NKBIA. Service Provider understands and that any breach of this provision is a material breach of this Agreement and may result in termination for just cause;

NKBIA will grant Service Provider complete access to all material required to carry out the services provided for herein. They include but are not limited to; the web page / social media passwords, contact information, updates, files, records and other information to share and all authorizations and permissions necessary for the work.

It is agreed and understood between the parties that all of NKBIA’s materials accessed during the term of this Agreement, including but not limited to logos, written materials, and products, belong solely to NKBIA. Service Provider has no rights to these items in any way unless authorized by NKBIA in writing.  All specific designs, intellectual property, strategy, including texts, graphics and photos, created pursuant to the terms of this Agreement shall remain the property of NKBIA whether created by Service Provider or otherwise.

Reporting

Service Provider shall submit regular reports and progress updates on activities to the NKBIA Board of Management as represented by the Executive Committee or by extension, the Chair and Treasurer. Service Provider may be required to appear before the Board of Management, at the sole discretion and call of the client, to provide verbal reports or to answer questions on the services described within this agreement. Additional services or amendments to the services described above may be agreed upon between the parties at any time during the term of services.

Service Provider, as independent from the Client, may have its own employees, sub-contractors or other staffing requirements that remain separate and apart from the Client. This agreement in no way indicates, suggests or directs the independent operations of the Contactor and fully acknowledges the Contractor rights and responsibilities in its business operations.

Adherence to NKBIA’s Policies, Procedures, Rules and Regulations

Service Provider agrees to adhere to all of the policies, procedures, rules and regulations set forth by NKBIA.  To the extent that NKBIA’s policies, procedures, rules and regulations conflict with the terms of this Agreement, the specific terms of this Agreement will prevail.

ENTIRE AGREEMENT AND MODIFICATIONS

Entire Agreement

This Agreement represents the complete and exclusive statement of the employment agreement between the NKBIA and Service Provider.  No other agreements, covenants, representations or warranties, express or implied, oral or written, have been made by the parties concerning their employment agreement.

The Effect of Prior Agreements or Understandings

This Agreement supersedes any and all prior Agreements or understandings between the parties, including letters of intent or understanding, except for those documents specifically referred to within this Agreement.

Modifications

Service Provider and NKBIA agree that this writing constitutes the entirety of the Employment Agreement between the parties.  Any modifications to this Agreement may only be done in writing and must be signed by an officer of NKBIA.

Severability of Agreement

To the extent that any provision hereof is deemed unenforceable, all remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

Waiver of Breach

The waiver by NKBIA of a breach of any provision of this Agreement by Service Provider shall not operate as a waiver of any subsequent breach by the Service Provider.  No waiver shall be valid unless placed in writing and signed by an officer of NKBIA.

Ambiguities Related to Drafting

NKBIA and Service Provider agree that any ambiguity created by this document will not be construed against the drafter of same.

Limitation

Service Provider has a one year period of limitation for the filing of any requests for mediation, or arbitration, or for any lawsuit related to this Agreement or the terms and conditions of this contract.  If said claim is filed more than one year subsequent to Service Provider’s last day of employment it is precluded by this provision, regardless of whether the claim had accrued at that time or not.

Governing Law

This Agreement shall be governed by the laws of the Province of Ontario.

Independent Legal Advice

Service Provider warrants and represents that Service Provider in executing his/her Agreement has had the opportunity to rely on legal advice from a lawyer of Service Provider’s choice, so that the terms of this Agreement and their consequences could have been fully read and explained to Service Provider by a lawyer and that Service Provider fully understands the terms of this Agreement.

Counterparts

This Agreement may be executed in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be construed together, and shall constitute one and the same Agreement.

IN WITNESS WHEREOF the Parties have hereunder set their hands and seals and where NKBIA under the hand of their duly authorized officers.

 

Per:_______________________

I have authority to bind the NKBIA

Name of Director

 

 

Per:_______________________

I have authority to bind the Service Provider

Name of Director

____________________________                ____________________________

Witness

 

Sample SCHEDULE “A”

Description of Duties

Community Liaison:

  • Represent NKBIA at designated community meetings, organizations, working groups and others that may arise or be assigned;
  • Provide outreach and engagement to area Community Police services, resident associations, City sponsored partnerships, service organizations, community groups, business support operations, connecting and/or relevant BIA`s and others that may be identified;
  • Coordinate and maintain regular communication and engagement with community partners; advance these relationships and develop further ones;
  • Secure all pertinent information and materials from throughout the community to bring back to the NKBIA;
  • With streetscape projects, ensure active participation and coordination with City Works communication committee; convey/ensure all information is shared with our partners and members and take lead in preserving the “best interests” of NKBIA ;

Development:

  • Develop, enhance and advance business relationships within NKBIA;
  • Further the relationship with new and upcoming member businesses;
  • Conduct frequent visits with NKBIA member businesses to strengthen connections and communications; ensuring full sharing of information on changes and improvements; search out interested business owners for active support and participation with BIA;
  • Monitor new businesses moving into the area; assist in developing a “Welcome Package” for those businesses;
  • Develop process, plan and execute an update of NKBIA Business Directory, CRM and website (once launched);
  • Further develop an action plan for continued outreach to investors and developers to come to NKBIA while advancing existing and new property developments;
  • Actively assist with the creation of an overall marketing strategy for NKBIA;
  • Research development opportunities; conduct outreach with other BIAs to develop options and secure partnerships; develop action plan and proposals to bring forward for consideration;
  • Report research, identify, monitor and seize upon these opportunities while working with the NKBIA Board, committees and City Office of Economic Development on a strategy that advances and promotes the area both internally and externally

Event Planning:

In conjunction with Executive and Board, develop, plan and execute events to promote the area and support member businesses;

  • Assume preparation and coordination of the identified events both in advance and on site: for third party organized events, act as NKBIA liaison to ensure BIA presence, proper branding and the advancement of the BIA mission and vision for NKBIA;
  • Manage all vendors and arrange planning to secure a successful event;
  • Engage community partners to promote, participate, sponsor and attend the event;
  • Provide regular updates and status on the event to the Board;
  • Secure all necessary assistance, volunteers and staffing;
  • Organize networking events, socials and meetings as determined by the Executive and Board;

Administration:

  • Oversee BIA administrative functions; supplies, equipment, files, phone and email correspondence, mailings, reports, invoice payments;
  • Update and maintain member directory and contact info. Conduct regular visits to member businesses and audits of business activity;
  • Maintain and update website content – upon launch of website. Provide columns / blogs to promote NKBIA area and the NKBIA for online entities;
  • Maintain the general and related NKBIA email accounts and ensure response and action to inquires;
  • Develop, maintain, administer, and help create the budget annually;
  • Develop and maintain a regular newsletter (monthly) to be circulated / emailed for our member businesses;
  • Co-ordinate and facilitate Board meetings, record minutes and develop agenda with Chair, distribute monthly BOM meeting package; support BIA committees and in their absence, initiate as required under the direction of the Executive;
  • Organize the Annual General meeting; working with the City’s Economic advisor to ensure full and proper notices have been issued;
  • Facilitate any and all other meetings or functions required for the regular operations of the NKBIA.

 

 

 

 

 

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