RE: Region of Waterloo Home Support Services Agreement

This should be good. Will the contact points for notices and sign off remain the same or will they be different?

From: Timothy Thomas <tt@thekey.com>
Sent: February 7, 2024 2:34 PM
To: Matilda Kress <makress@regionofwaterloo.ca>
Cc: Cheryl Cartwright <ccartwright@thekey.com>
Subject: Re: Region of Waterloo Home Support Services Agreement

**EXTERNAL ALERT** This email originated from outside the Region of Waterloo.
Hi Matilda,

Can we update the contract name to Arya Healthy Living Inc? I can also send you our business registration with the various DBA's we have on file.

Thanks

On Wed, Feb 7, 2024 at 1:56 PM Matilda Kress <makress@regionofwaterloo.ca<mailto:makress@regionofwaterloo.ca>> wrote:
Hi Cheryl and Tim
I didn’t check your documents before I sent them to our legal team but they flagged that the name on the documents (insurance and WSIB) don’t match the name to be on the contract. For us to enter into an agreement with The Key all the documents need to have your name on it.  We could change to your partnership org but not sure how that would work for you. How would you like to proceed?
-Matilda

From: Cheryl Cartwright <ccartwright@thekey.com<mailto:ccartwright@thekey.com>>
Sent: February 6, 2024 3:38 PM
To: Matilda Kress <makress@regionofwaterloo.ca<mailto:makress@regionofwaterloo.ca>>
Cc: Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>
Subject: Re: Region of Waterloo Home Support Services Agreement

**EXTERNAL ALERT** This email originated from outside the Region of Waterloo.

Please see answers below. I have attached the insurance for our Waterloo office and our WISB certificate.



1)      Contact person and info for the notice provision (section 26- see below)

26.       Notice



(a)        Any notice given by the Provider to the Region under this Agreement or any other document as prepared by the Provider for the Region shall be served personally or by sending same by regular letter mail or facsimile to:



The Regional Municipality of Waterloo

Seniors’ Services

Attn: Julie Wheeler, Director, Seniors’ Services

245 Franklin Street North, Kitchener, Ontario, N2A 1Y5<https://www.google.com/maps/search/245+Franklin+Street+North,+Kitchener,+Ontario,+N2A+1Y5?entry=gmail&source=g>

email: jwheeler@regionofwaterloo.ca<mailto:jwheeler@regionofwaterloo.ca>



or such other address as the Region may from time to time designate by written notice to the Provider.



(b)        Any notice given by the Region to the Provider under this Agreement or any other document as prepared by the Region for the Provider shall be served personally or by sending same by regular letter mail or facsimile to:



The Key

Attn: Tim Thomas , Director, Canada

Address, 4464 Saint-Catherine St W, Westmount, Quebec H3Z 1R7



E-mail:  tt@thekey.com<mailto:tt@thekey.com>



or such other address as the Provider may from time to time designate by written notice to the Region.



(c)        Any notice given under this Agreement shall be deemed to have been served, in the case of personal service or facsimile, on the day it was served, and in the case of service via regular letter mail, on the third day next, following the day on which it was posted.



2)      WSIB clearance certificate; Attached

3)      Certificates of Insurance to demonstrating required coverage (Section 15- see below) Attached


15.       Insurance

It is the responsibility of the Provider and their Insurance Broker to review all potential operations and exposures to determine if the coverage and limits noted below are sufficient to address all insurance related exposures presented by the specifications of the Project, Work or Supply. The Provider shall insure its undertaking, business and equipment under the following coverage so as to protect and indemnify and save harmless the Region:

a.) General Liability Insurance: The Provider shall maintain liability insurance acceptable to the Region throughout the term of this Agreement from the date of commencement of work until one year from the date of substantial performance of work. Coverage shall consist of a comprehensive policy of public liability and property damage insurance, with all applicable coverage extensions/endorsements available, in an amount of not less than $2,000,000 per occurrence. Such insurance shall name the Region and any other person or party identified in the contract documents, as an additional insured with a cross liability endorsement and severability of interests provision. The policy SIR/deductible shall not exceed $100,000 per claim (unless approved by risk management) and if the policy has an aggregate limit, the amount of the aggregate shall be double the required per occurrence limit. A combination of primary coverage plus umbrella or excess liability insurance may be used.

b.) Owned and Non-Owned Automobile Liability Insurance: The Provider shall maintain liability insurance on all Owned, Non-Owned and Leased Automobiles used in the performance of this work to a limit of $2,000,000 per occurrence throughout the term of this Agreement from the date of commencement of work and until one year after the date of substantial performance of work.

c.) Professional Liability Insurance: The Provider shall take out and keep in force until three (3) years after this Agreement is no longer in effect, Professional Liability insurance acceptable to the Region in the amount of no less than $2,000,000 per claim providing coverage for acts, errors and omissions arising from their professional services performed under this Agreement. The policy SIR/deductible shall not exceed $100,000 per claim (unless approved by risk management) and if the policy has an aggregate limit, the amount of the aggregate shall be double the required per claim limit.

(d.)  Comprehensive Crime Insurance: The Provider shall take out and keep in force until this Agreement is no longer in effect, a Comprehensive Crime Insurance policy to cover the Agency from one or more Fraudulent or Dishonest Acts committed by an employee or volunteer, acting alone or in collusion with others.  Coverage shall be underwritten on an “Employee Dishonesty Coverage – Form “A” to a limit of not less than $25,000.00.

e.) Provisions: Prior to commencement of work the Provider shall forward Certificates of Insurance acceptable to the Region evidencing this insurance with the executed Agreement and thereafter on or prior to the expiry of the insurance coverage. These Certificates shall state that coverage will not be suspended, voided, cancelled, reduced in coverage or in limits which may affect required coverage under the Agreement except after thirty (30) days prior written notice by certified mail to the Region.
It is also understood and agreed that in the event of a claim any deductible or self-insured retention (SIR) under these policies of insurance shall be the sole responsibility of the Provider and that this coverage shall preclude subrogation claims against the Region and any other person insured under the policy and be primary insurance in response to claims. Any insurance or self-insurance maintained by the Region and any other person insured under the policy shall be considered excess of the Provider's insurance and shall not contribute with it. The minimum amount of insurance required herein shall not modify, waive or otherwise alter the Provider’s obligation to fully indemnify the Region under this Agreement.

The Region reserves the right to modify the insurance type and limits of coverage requirements as deemed suitable. If the Region requests to have the amount of insurance increased or to obtain other special insurance for this Project then the Provider shall endeavour forthwith to obtain such increased or special insurance at the Region’s expense.

f.) Third Party Claim Process:

The Region’s claims process for Third Party claims is to refer the claimant directly to the Provider and to leave the resolution of the claim with the Provider. This applies regardless of whether or not it is an insured loss.

Nothing herein shall limit the right of the Region to investigate and resolve any such claims notwithstanding the response of the Provider and/or its Insurer and to seek indemnification from the Provider or to exercise any other rights under the Contract.

The Region may, without breaching this contract, retain from the funds owing to the Provider an amount that, as between the Region and the Provider, is equal to the balance in the Region’s favour of all outstanding debts, claims or damages, whether or not related to this contract.



4)      Confirmation of the hourly rate inclusive of tax; Hourly rate should really be decided by Tim who is back Monday if you can wait till then? If not I will go up the ladder.

5)      Name, position and email of the signatory for the organization, as we will send the agreement out for signature using Docusign. Tim Thomas, Director, Canada tt@thekey.com<mailto:tt@thekey.com>


On Mon, Feb 5, 2024 at 10:13 PM Cheryl Cartwright <ccartwright@thekey.com<mailto:ccartwright@thekey.com>> wrote:
Yes definitely. I just had to get a few pieces of information for you as Tim is away right now. I think I have everything you need and will send it over tomorrow.

Kind regards,

Cheryl

On Mon, Feb 5, 2024 at 9:55 PM Matilda Kress <makress@regionofwaterloo.ca<mailto:makress@regionofwaterloo.ca>> wrote:
Hi All
Just wondering if there is still an interest to pursue this.
Hope you are all doing well!
Matilda

From: Timothy Thomas <tt@thekey.com<mailto:tt@thekey.com>>
Sent: January 25, 2024 2:50 PM
To: Matilda Kress <makress@regionofwaterloo.ca<mailto:makress@regionofwaterloo.ca>>; Cheryl Cartwright <ccartwright@thekey.com<mailto:ccartwright@thekey.com>>
Cc: Jesse Clark <JClark@regionofwaterloo.ca<mailto:JClark@regionofwaterloo.ca>>
Subject: Re: Region of Waterloo Home