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CHILD CARE PROVIDER AGREEMENT
BETWEEN
Children’s Village of Ottawa-Carleton
and
The Provider
1 Services
1.1 The Agency is engaging the Provider to provide home childcare services (the “Services”) at the Provider’s home located at provider’s address, to children placed in the Provider’s care by the Agency (the “Agency”) and the Provider agrees to provide the Services to the Agency on an as-needed basis, in accordance with the terms and provisions outlined herein, as discussed and agreed to with the Agency.
1.2 The Provider shall be entitled to set their own hours of work/hours of care.
1.3 The Provider and the Agency agree that the Provider can only provide home childcare services to a maximum of: to be discussed children, ages: to be discussed at a time (the “Care Capacity Limit”).
1.4 While providing the Services, the Provider agrees:
- to act in a safe, competent, and professional manner, to the satisfaction of the Agency;
- to act in accordance with the policies and procedures outlined in the Agency’s Provider Handbook for Home Child Care (PDF) (the “Provider Handbook”), as may be amended from time to time, a copy of which is enclosed with this Agreement.
- to follow all reasonable and applicable practices, policies, and procedures instituted by the Agency from time-to-time in the provision of the Services, including those set out in the Provider Handbook;
- to comply with all applicable laws, including but not limited to, the Child Care and Early Years Act and any applicable regulations;
- to act in accordance with the arrangements agreed upon between the Provider, the Agency, and the Parent(s) or Guardian of the children placed in the Provider’s care by the Agency;
- to maintain strict confidentiality in accordance with the provisions of section 10 of this Agreement;
- to give the Agency reports on the provision of the Services, as may be requested from time to time;
- to comply with the Agency’s Care Capacity Limit, as outlined in section 1.3 of this Agreement;
- to maintain adequate liability insurance coverage of a minimum (1) million dollars throughout the Term of the Agreement for the provision of the Services;
- to maintain a valid certificate of Standard First Aid and CPR – Level C;
- to allow the Agency to conduct inspections of the Provider’s home;
- to maintain a clear Level 3 – Vulnerable Sector Check; and,
- to follow all lawful instructions given by the Agency in connection with the provision of Services.
1.5 The Provider cannot delegate or subcontract the Services to be provided to the Agency pursuant to this Agreement.
1.6 The Provider acknowledges and agrees that the Agency is under no obligation to place any children in the Provider’s care and that this Agreement does not in any way guarantee that the Provider will have the opportunity to provide Services to the Agency pursuant to this Agreement.
1.7 The Provider may only provide care from the Home listed herein.
2 Nature of the Relationship
2.1 The Provider is engaged as an independent contractor of the Agency, and nothing contained in this Agreement shall be construed as creating or implying a joint venture, principal/agent, or employment relationship between the parties. Neither the Provider, nor any of the Provider’s employees, officers, or agents (if any), will be deemed to be employees of the Agency for any purpose.
2.2 The Provider does not have the authority to act for or bind the Agency in any way, or to execute agreements on behalf of the Agency, unless expressly authorized by the Agency. The Provider agrees not to take any action or permit any action to be taken on their behalf which purports to be done in the name of or on behalf of the Agency without the prior written consent of the Agency.
2.3 The Provider’s relationship with the Agency is not exclusive. The Provider may, during the term of this Agreement, pursue independent business opportunities outside of those set out in this Agreement, including the provision of home childcare services other than those provided to the Agency, provided that the Provider complies with the Care Capacity Limit and that such opportunities do not conflict with the terms of this Agreement or the Services contracted for hereunder.
3 Term of Agreement
3.1 This Agreement will come into effect on [the date entered below] and will continue indefinitely until terminated in accordance with section 8 of this Agreement.
4 Fees for Services
4.1 In exchange for provision of Services rendered in accordance with this Agreement, the Agency agrees to pay the Provider in accordance with the most recent Home Child Care Provider Rate Schedule, a copy of which is attached to this Agreement as Home Child Care Provider Rate Schedule – Exhibit “A” (PDF). The rates set out in the Home Child Care Provider Rate Schedule are subject to change from time to time. The Provider agrees to give the Agency a detailed invoice for Services rendered at the end of each month, in accordance with the Invoice Procedures set out in the Provider Handbook (PDF). The Agency agrees to pay the Provider within thirty (30) days of receipt of an invoice, in accordance with its standard payment practices.
5 Representations and Warranties
5.1 By entering into this Agreement, the Provider represents and warrants to the Agency, that:
- the Provider has the requisite skills, abilities, and experience to perform the Services in a safe, competent, and effective manner;
- the Provider has obtained liability insurance coverage of a minimum of one (1) million dollars for the provision of the Services;
- the Provider has completed Standard First Aid and CPR – Level C training and has valid and up to date certificate of training; and,
- the Provider has obtained a Level 3 – Vulnerable Sector Check; and,
- any other training deemed necessary by the Agency.
5.2 The Provider acknowledges and agrees that the Agency is relying upon the above-noted representations and warranties in entering into this Agreement with the Provider, and that said representations and warranties were material to the Agency’s decision to enter into this Agreement with the Provider.
6 Responsibility for Tax Filings and Other Remittances
6.1 Any and all payments made by the Agency hereunder to the Provider shall be made free and clear of, and without any deduction or withholding for, or on account of any and all present or future taxes. The Agency will not make any contributions, deductions, or remittances to Canada Pension Plan, Employment Insurance, or Canada Revenue Agency on behalf of or for the benefit of the Provider.
6.2 The Provider is solely responsible for submitting all required payments that may be payable for Employment Insurance, the Canada Pension Plan, provincial health plans, municipal, provincial or federal taxes, including income tax, HST, and any other municipal, provincial or federal government remittance requirements. The Provider agrees to indemnify and hold the Company harmless from and against all claims, damages, losses, fines, interest, penalties, and expenses, including reasonable fees and expenses of lawyers and other professionals, which may arise as a result of or in relation to or attributable to failure, omission or refusal to submit the requisite filings or remit the requisite payments to the appropriate taxing authority, government entity, agency, ministry or collecting body as required by law.
6.3 Should the relationship between the parties be found in law to constitute an employment relationship, the Provider agrees to indemnify the Agency against any amounts which are found to be owing by way of employer contributions or withholdings under any provincial or federal legislation relating to the deemed employment status of the Provider and the Provider agrees to hold the Agency harmless for any and all such payments and any fines, interest, and/or penalties arising from the non-payment or failure to withhold.
7 Expenses and Equipment
7.1 The Provider is responsible for all expenses incurred by the Provider in the provision of the Services.
7.2 The Provider is responsible for the provision and maintenance of equipment required for the provision of the Services, including but not limited to: cribs, playpens, cots, highchairs, strollers, toys, books, first aid kit, etc. The Agency may, on occasion, lend equipment to a child placed in the Provider’s care, which the Provider agrees to safeguard and return to the Agency in clean and good working condition immediately upon request.
7.3 The Provider must ensure that all equipment used in the provision of the Services is safe, clean, and in good condition, and that it meets the requisite safety standards.
8 Termination
8.1 This Agreement may be terminated under any of the following conditions:
(i) at any time by the mutual written consent of the parties;
(ii) by the Agency at any time without any advance written notice for cause, which shall include, but may not be limited to, the Provider’s gross misconduct or negligence in the provision of Services; and
(iii) by either party, by providing two (2) weeks advance written notice to the other party.
8.2 Upon the termination of this Agreement, the Provider shall be compensated for any un-billed Services already provided to the Agency up to the effective date of termination. The Provider agrees to furnish a final invoice to the Agency detailing same within thirty (30) days of the termination of this Agreement and the Agency agrees to pay such invoice within thirty (30) days of receipt, in accordance with its standard payment practices.
8.3 In the event the relationship between the parties is deemed to constitute an employment relationship, the Provider agrees that their entitlements upon termination for any reason will be governed by and limited to only the minimum entitlements expressly provided for by the Ontario Employment Standards Act, 2000, as amended or any successor legislation thereto, and, as such, the Provider will not be entitled to reasonable notice at common law.
9 Waiver of Liability, Indemnity, and Release
9.1 The Provider shall be responsible for and shall indemnify, defend and hold the Agency harmless from any claims, suits or proceedings, losses, damages, liabilities (including, without limitation, liability for interest and penalties) and costs (including, without limitation, reasonable legal fees) which may arise as a result of or in relation to or attributable to any act or omission of the Provider, the Provider’s employees or agents, including, but not limited to:
9.1.1 Damages for negligence, loss of use, loss of business, loss of revenue, or consequential damages;
9.1.2 Any of such claims, suits or proceedings which arise from any injury or death to persons or loss of or injury to property, and which in any way occur in connection with the Agreement or in the course of, or arising out of, the performance of the Services;
9.1.3 Any injury sustained by the Provider or by any sub-contractor or any other person employed or engaged by the Provider while performing the Service contemplated by this Agreement.
10 Confidential Information
10.1 For the purposes of this Agreement, “Confidential Information” includes but is not limited to all social, health, medical, and financial information of the children placed in the Provider’s care by the Agency.
10.2 At all times during the Term of this Agreement and after the cessation of same, the Provider agrees:
(i) that all Confidential Information remains the sole and exclusive property of the Agency;
(ii) to keep all Confidential Information in the strictest trust and confidence and to take all reasonable precautions to secure and protect the Confidential Information from any unauthorized or inadvertent access, use, copying, transfer, transmission, destruction, or disclosure; and
(iii) not to disclose to anyone outside the Agency, or use in other than the Agency’s operations, any Confidential Information without the Agency’s prior written permission.
10.3 However, nothing in section 10.2 precludes the Provider from disclosing or using Confidential Information if:
(i) there is an emergency, and the disclosure of such Confidential Information is necessary to protect the health and safety of a child or children in the Provider’s care (e.g. disclosure to emergency responders); or
(ii) the Confidential Information is available to the public or in the public domain at the time of such disclosure or use, without any breach of this Agreement;
(iii) disclosure of such Confidential Information is required to be made by law, provided that, before disclosure is made, the Provider notifies the Agency of the requirement and, to the extent possible in the circumstances, affords the Agency the opportunity to dispute the requirement.
11 Agency Property
11.1 Upon the termination of this Agreement or at any time during the Term of this Agreement at the Agency’s request, the Provider agrees to immediately return all Agency property in the Provider’s possession and control to the Agency including, without limitation, all Confidential Information, manuals, documents, equipment of the Agency (if any) and, if requested, to certify by way of affidavit or statutory declaration, that all such property, including Confidential Information, has been returned to the Agency and that no copies thereof remain in the possession or control of the Provider.
12 Irreparable Harm
12.1 The Provider acknowledges and agrees that the Agency will suffer irreparable harm if the Provider were to breach or threaten to breach any of the Provider’s obligations pursuant to sections 10 – 11 of this Agreement, and that, in addition to any other rights and remedies that it may have in law or equity, the Agency will be entitled to seek and be granted temporary or permanent injunctive relief to prevent the Provider from engaging in or continuing to engage in any breach of sections 10 – 11 of this Agreement. Any claims asserted or actions the Provider may commence against the Agency will not constitute a valid defense in response to any motion or application for injunctive relief the Agency may bring against the Provider pursuant to this Agreement.
13 Entire Agreement
13.1 This Agreement, including all exhibits referenced herein, constitutes the entire Agreement between the parties, and any and all previous representations, agreements, written or oral, express or implied, between the parties or on their behalf, relating to this Agreement, are terminated and cancelled and each of the parties releases and forever discharges the other from all actions, causes of action, claims, demands whatsoever, under or in respect of any previous agreements. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express or implied between the parties other than as expressly set forth in this Agreement.
14 Severability
14.1 The validity or enforceability of any provision or any part of any provision of this Agreement shall not affect the validity or enforceability of any other provision or part of any provision. If any provision of this Agreement or any part thereof is determined to be invalid, void, illegal, or otherwise unenforceable, in whole or in part, such a determination shall not invalidate the rest of the Agreement, which shall remain in full force and effect. If any provision of this Agreement is found to be so broad as to be unenforceable, such provision shall be interpreted more narrowly so as to be only so broad as is enforceable.
15 Survival
15.1 The Provider acknowledges and agrees that the Provider has ongoing obligations to the Agency pursuant to this Agreement, including those set out in sections 2 and 5 – 12 of this Agreement, that will survive the termination of this Agreement and the cessation of the Services provided hereunder.
16 Amendments and Waivers
16.1 This Agreement cannot be amended, modified, or supplemented in any respect except by subsequent written agreement signed by both parties.
16.2 The failure of either party to insist upon strict performance of any provision of this Agreement or to exercise any right arising out of this Agreement shall neither impair that provision or right nor constitute a waiver of that provision or right, in whole or in part, in that instance or in any other instance. Any waiver by a party of a particular provision or right pursuant to this Agreement shall be done in writing and signed by the party providing the waiver, and shall only be valid with respect to the particular matter then at issue and, if applicable, only for a specified period of time.
17 Notices
17.1 Written notice pursuant to this Agreement must be delivered and shall be deemed effective if made:
To the Agency:
By delivering such notice by Email, or to such other representative as the Agency may designate from time to time.
To the Provider:
By delivering such notice to the Provider by Email
18 Benefit and Assignment
18.1 This Agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other party.
19 Governing Law and Attornment
19.1 This Agreement shall be deemed to have been made and shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties agree that the adjudication of any disputes arising with respect to this Agreement will occur in the Province of Ontario by an Ontario court or another Ontario adjudicative body of competent jurisdiction (e.g. Board, Tribunal, etc.) and that the courts and adjudicative bodies of Ontario shall have exclusive jurisdiction with respect to any dispute, claim or other matter arising pursuant to this Agreement.
20 Independent Legal Advice
20.1 Both parties acknowledge and agree that the terms of this Agreement are fair and reasonable and that they have each been provided with sufficient opportunity to obtain independent legal advice prior to signing this Agreement and have either done so or deliberately chosen not to.
21 Execution of Agreement
21.1 This Agreement may be executed in one or more counterparts, each of which when executed will be deemed to be an original and all of which will together constitute one and the same instrument. Delivery of an executed copy of this Agreement by facsimile or transmitted electronically in portable document format (“PDF”) will be effective as delivery of this Agreement.
21.2 This Agreement may be executed electronically by way of electronic signature and may be stored electronically by either party. An electronically executed or stored copy of this Agreement shall be deemed to be an original.
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