SERVICE
ACCOUNTABILITY AGREEMENT
Article 14 - Additional Provisions |
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14.1 |
Interpretation. In the event of a conflict or
inconsistency in any provision of this
Agreement, the main body of this Agreement will govern over
the Schedules
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14.2 |
Invalidity or Unenforceability of Any Provision. The
invalidity or
unenforceability of any provision of the Agreement will not
affect the validity or enforceability of any other provision
of the Agreement and any invalid or
unenforceable provision will be deemed to be severed.
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14.3 |
Terms and Conditions on Any Consent. Any consent or
approval that the LHIN may grant under this Agreement is
subject to such terms and conditions as the LHIN may
require.
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14.4 |
Waiver. A Party may only rely on a waiver of
the Party’s failure to comply with any term of the Agreement
if the other party has provided a written and signed Notice
of waiver. Any waiver must refer to a specific failure to
comply and will not have the effect of waiving any
subsequent failures to comply.
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14.5 |
Parties Independent. The Parties are and will at all
times remain independent of each other and are not and will
not represent themselves to be the agent, joint venturer,
partner or employee of the other. No representations
will be made or acts taken by either Party which could
establish or imply any apparent relationship of agency,
joint venture, partnership or employment and neither Party
will be bound in any manner whatsoever by any agreements,
warranties or representations made by the other Party to any
other person or entity, nor with respect to any other action
of the other Party.
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14.6 |
LHIN is an Agent of the Crown. The parties
acknowledge that the LHIN is an agent of the Crown and may
only act as an agent of the Crown in accordance with the
provisions of the Act. Notwithstanding anything else in this
Agreement, any express or implied reference to the LHIN
providing an indemnity or any other form of indebtedness or
contingent liability that would directly or indirectly
increase the indebtedness or contingent liabilities of the
LHIN or Government of Ontario, whether at the time of
execution of the Agreement or at any time during the term of
the Agreement, will be void and of no legal effect.
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14.7 |
Express Rights and Remedies Not Limited . The express
rights and remedies
of the LHIN are in addition to and will not limit any other
rights and remedies available to the LHIN at law or in
equity. For further certainty, the LHIN has not waived any
provision of any applicable statute, including the Act and
the CFMA, nor the right to exercise its right under these
statutes at any time.
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14.8 |
No Assignment. The HSP will not assign the
Agreement or the Funding in whole or in part, directly or
indirectly , without the
prior written consent of the LHIN. The LHIN may assign this
Agreement or any of its rights and obligations under this
Agreement to any one or more of the LHINs or to the MOHLTC.
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14.9 |
Governing Law. The Agreement and the rights,
obligations and relations of the Parties hereto will be
governed by and construed in accordance with the laws of the
LHIN of Ontario and the federal laws of Canada
applicable therein. Any litigation or arbitration
arising in connection with the Agreement will be conducted
in Ontario unless the Parties agree in writing otherwise.
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14.10 |
Survival. The provisions in 1.0, 4.10, 5.0, 8.0, 11.0, 13.0, 14.0,
and 15.0 will continue in full force and effect
for a period of seven years from the date of expiry or
termination of the Agreement.
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14.11 |
Further Assurances. The Parties agree to do or cause
to be done all acts or things necessary to implement and
carry into effect the Agreement to its full extent.
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14.12 |
Amendment of Agreement. The Agreement may only
be amended by a written
agreement duly executed by the Parties.
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14.13 |
Counterparts. The Agreement may be executed in
any number of counterparts, each of which will be deemed an
original, but all of which together will constitute one and
the same instrument.
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