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VHCC VHCF Service Agreements

VHCC VHCF Service Agreements

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Categories:Types, Research
Published by: 404 System Error on Jul 13, 2012
Copyright:Attribution Non-commercial

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07/28/2014

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J
AGENDAITEM
#7
iii
l
SERVICES
AGREEMENTTHIS AGREEMENT
made
as
of
the
o
day
of
l,
2008
BETWEEN:
TEE
VAUGHAN
HEALTH
CARE
FOIII\IDATION
(the
ToundationJ
-and-
VAUGHANEF'.ALTH
CAMPUSOF
CARE
(the"Service
Provider)
Backsound
A.
The Foundation requiresthe
slrills
andexpertise
of
the
Service
hovider to
perform
the
Services,
as
more
particularly
described
in
Schedule
"A".
B.
The
Service
hovider
wishes
toperform
the
Servicesonthe
tems
and
conditionsinthis
Agreement.
FORVALITE
RECEI\{ED,
theparties
agreeas
follows:
1.
Engagement
a)
The
Foundation
eqgages
theService
Prrovider, and
theService
Provider
agrces
to
beso engaged,
as
an independent
contractor to
the
Foundation
in
accordance
with
the
tems
and
conditions 6f
thi.c
Agreement.
b)
TheService
hovider
shall
be
dircctty
accountable
to
the
Foundation's
Executive
Dfuector.
-
F
{
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perfonn
suchServicesat
all times:
a)
in
furtherance of the
Foundation'sobjects
and charitable
activities;
t{-JL\ :--^^rr^:al :- a.rr^^--r:^-^^*,:3
lTlb)
in
good
faith,
intull
compliance
with
all
applicable
laws;
and
(6c)
in
a
conscientious
and
professional
manner
to
the best
of
its skill
arvr
knowledge,
F-i
with
the competenceofprofessionals
pnrviding
similar
services.
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3.
Fees.
In
considdration
of
the
Services
to
be
provided
by
the
Service
Prrovider,
the
Foundation a$ees
to
provide
the Service
Provider
with
agteed
uponquartedy
instalnaents
of
funds
whichthe
Service
Provider
shall
use
to
provide
the
Services
and
to
pay
to
the
ServicePr:ovider
the
dirrect
and
indirect
costs on a sost
rccovery
basis.
Thefeesshall
be
estimatedbased
upon
an
annualbudget
approved
by
the
Foundation
(the
"Annual
Budget).
The
Quarterly
Prrogress
Reports
shdtidentify
anysurplus
or
deficit
basedon
the
Amual
Budget
and
the
fees
paid
to
the
Service
hovider
for
the
subsequentquarters
shdl
be
adjusted
accordingly.
All
federalaod
provincial
sales
bxes
(GST/PSQ
arc
excluded andsball
be
shown
separately
on
the Service
hoviderb
invoice,
if
applicable.TheService
hovider
agees
toprovideits
GSTRegisfiationNumber
to
the Foundation,
if
applicable.The Service
hovideragrees
notto
charge the
Foundation any late
pa)ment
charges shouldtheparties
be
in
dispute
overthe
conectness
of
an
invoice.
[NTD:
The imposition
of
the
Semice
Provider
in
the
supply
eluin
coaldresak
in
additional
non*reditable
GSTif:
-
the
Seryice
Provider
paysGST
but
does
not
charge
it
to
tltc
Founddian,
i.e,
if
the
Semice
Prwider
is making
nt
exempt
suppll
@ttd
is,
therefote, not
eligibh
to
claim
inpd
tar
qedits);
-the
Semiee
hovider
isnot
eligiblc
for
afuA
or
partial
rebale
of
GST
paid
on
inputsto
its
suppliers;
md
-
the
Foundationwouldothenvise
(i.e"
if
acqubing
supplies
ilirectly
ftom
supplicrs,
not
through
the
Semice
hovidcr)
be
eligible
for
a
full
or
partial
rebate
of
GST
paid
on
inpats
to
its
snpplicrs,
In
order
to
provide
a
rnoredefmitive
Tesponse,
we
will
lwve
a
GST Lawyer
raicw
tlu
dr&
agreement
on
Mondq
md
the
relevant
Parts
ofSchehde
V
to
Pmt
E
of
the
Ercise
Tax
Act
(Canada)J
Expenses,
The
Service
Prrovider
will
also
be
reimbursed
for all
reasonable and actualexpenses
incurred
by
it
in
connection
with
providing
the
Services,
provided
tbat
appropriatereceipts accompanytherequest
for
reimbursemenf.
Payment
Terms.
TheFoundationshall
pay
amounts
owing
to
the
Service
hovider
underthis
Agreemenn
inthe
mannerdescribed
in
Schedule
"8".
Conlldenfiality.
a)
The Service
Provider ageestbat,
except
as
required
toperfom
the
Services
or
with
the
prior
written
approval
of
the
Foundation,
it
will
not
disclose
to
any
person,
firm,
corporation
or
otherentity
any
Confidential
Infomation
that belongs
to
the
Foundation
and
that
becomes
known
tothe
Service
Provider
as
a
result
ofits
involvement
with
the
Foundation
in
connection
withthis
Agreement.
This
obligation
survives
thetemination
or
expiration
of
this
Ageement.
At
the
termination
or
expiration
of
this
Agreement,
the
Formdation
may
requirc
therchrm
of
any ConfialentialInfornaationprrrvidedbytheFoundation
to
the
Senice
Prrovider.
b)
'Confidential
Infounation'of
theFoundalion
means
all
infomation
and
data,
in
whatever
media
or
form,
whether
written
or
oral,
that
is
directly
or
indirecfly
disciosed
to
the
Service
Provider
under
this Agreement,
including but
not
limitd
4.
TOR-.{2G:2981406.4
 
TJ
cJ
bc
q)
Fr{.Fr{
r
tr{
L{
Fr-
"U
l-'qi
(ls
F-{
R
IDuS:
March
20,2008]
SCHT''DIILE
53Att
THE
SERVICES
BACKGROUND
A.
The Foundation shallretaindirection and
control
overthe
fiuds
provided
to
the
Service
Provider
to
complete
the
Services
aod
alt
expenditures
will
further
the
Foundation'sformalpuposes
and
constitute
charitable
activities
thatthe
Foundation canieson
itself.
B.
The Sewices shall
at
all
times
be consistent
with
the
objects
of
the
Foundation
as
set
out
in its
Irtten
PatentdatedJanuary
16,2A04,
and
the
objects
of
the
Senriee
Pnovider
set
out
in
its
ktters
Patent dated
November
6,2N7.
DESCRIPTION
OF'
SERVICES
1.
Research
for
the New
Vaushar
HospitalThe
Service
Provider shall
co-ordinate
the
research and
related activitiesrequired
by
the
Foundation
in.respect
of
complying
with
the
master
plaming
andfirnctional
plenning
pmcessesand
requirements
of
the
Ministy
of
Health
and
long-Term
Care
(AvIOHLTC)in
respect
of
obtaining
Ontario
govemmentapproval
ftrom
the new
Hospital
in
Vaughanundersection
4
of
the
Public Hospitals
lcf
(Ontario)
from
the new
hospital
in
Vaugfuan,and
theLocai Health Integration
Network.
2.
Advocacy
The
Serviee
hovider
shall
prcvide
advocacy atthe
municipal
level,bothlocal
and
uppertier
mr:nicipalities,
for financial
and other
contributioas
nnd
to
assist
the Foundation
in furthering
its
objects and
chadtable
activities.
3.
StrategicPlanning andResearchThe
Service
Prrovider
shall
assist
the Foundation
in
researchingand
developing
a
strategicplanthat
will
determine
which
hedth
care
facilities
and services
the Foundationshouldhelpastablish
or
support
to
best meet tbe
health
care
needs
of
the
residents
of
the
City
of
Vaugban.
4.
RetainingConsultantsThe
Service
hovider
sballbc
entitled
to
rEtain
consult'ants
to
assist
the
Sewice
hvider-in
provitling
theServices
identified
above.
Supporting Health Care
Service
Providers
The
Service
Provider
shall
coordinate
the
management and
(sub)leasing
of
a
facility
located
at
Janeand
Rutherford
in
Toronto that
is
being
established
for
health service
providers.
[NTD:
to
be
confirmbd upon
discussion
wlth
tax
lawyer]
5.
TOr._A2Gr9811t)5.4

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