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SERVICE
ACCOUNTABILITY AGREEMENT
Article 11 - Limitation of Liability, Indemnity & Insurance |
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11.1 |
Limitation of Liability. The Indemnified
Parties will not be liable to the
HSP or any of the HSP’s personnel for costs, losses, claims,
liabilities and damages howsoever caused (including any
incidental, indirect, special or consequential damages,
injury or any loss of use or profit of the HSP) arising out
of or in any way related to the Services or otherwise in
connection with the Agreement, unless caused by the gross
negligence or willful act of the Indemnified Parties’ officers, employees
and agents. |
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11.2 |
Ibid. For greater certainty and without
limiting subsection 11.1, the LHIN is not liable for how the
HSP and its personnel carry out the Services and is
therefore not responsible to the HSP for such Services.
Moreover the LHIN is not contracting with or employing
people for the HSP to carry out the terms of this Agreement.
As such, it is not liable for contracting with, employing or
terminating a contract or the employment of any personnel of
the HSP required to carry out this Agreement, nor for the
withholding, collection or payment of any taxes, premiums,
contributions or any other remittances due to government for
the HSP's Personnel required by the HSP to carry out this
Agreement |
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11.3 |
Indemnification. The HSP hereby agrees to indemnify and hold harmless
the Indemnified Parties from and against any and all
liability, loss, costs, damages and expenses
(including legal, expert and consultant fees), causes of
action, actions, claims, demands, lawsuits or other
proceedings, (collectively "Claims"), by whomever made,
sustained, brought or prosecuted, including for third
party bodily injury
(including death), personal injury and property damage,
in any way based upon,
occasioned by or attributable to anything done or
omitted to be done by the HSP's Personnel in the course of performance of
the HSP’s obligations
under, or otherwise in connection with, the Agreement
unless solely caused by the negligence or willful misconduct
of an Indemnified Party .
The HSP further agrees to
indemnify and hold harmless the Indemnified Parties for
any incidental, indirect,
special or consequential damages, or any loss of use,
revenue or profit, by any
person, entity or organization, including without
limitation the LHIN, claimed or
resulting from such Claims.
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11.4 |
Commercial General Liability Insurance.
- Generally The HSP shall protect itself
from and against all claims that might arise from
anything done or omitted to be done by the HSP and the
HSP's Personnel under this Agreement and more
specifically all claims that might arise from anything
done or omitted to be done under this Agreement where
bodily injury (including personal injury), death or
property damage, including loss of property is caused
- Required Insurance. The HSP will put
into effect and maintain, with insurers having a secure
A.M. Best rating of B+ or greater, or the equivalent,
for the period during which the Agreement is in effect,
at its own expense Commercial General
Liability Insurance, for third party bodily injury,
personal injury and property damage to an inclusive
limit of not less than two million dollars per
occurrence and not less than two million dollars
products and completed operations aggregate. The policy
will include the following clauses:
- The Indemnified Parties as
additional insureds;
- Contractual Liability;
- Products and Completed Operations Liability;
- A valid WSIB Clearance Certificate, or Employers
Liability and Voluntary Compensation, which ever
applies;
- Tenants Legal Liability; (for
premises/building leases only);
- Non-Owned automobile coverage with blanket
contractual and physical damage coverage for hired
automobiles; and,
- A thirty Day written notice of
cancellation.
- Certificates of Insurance. The HSP will
provide the LHIN with proof of the
insurance required by the Agreement in the form of a
valid certificate of insurance that references the
Agreement and confirms the required coverage, on or
before the commencement of the Agreement, and renewal
replacements on or before the expiry of any such
insurance.
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