Without limiting the obligations and liabilities of the Service Provider this Agreement, the Service Provider shall carry out its duties hereunder diligently and expeditiously, in good faith, in a safe, reasonable and prudent manner and in accordance with prevailing good business practices and management techniques. 4.5 Standards The Service Provider shall carry out its duties hereunder, and cause, and take all steps and actions necessary to cause, each portion of the Services and Deliverables to be performed in compliance with (unless otherwise Approved) and so as to implement: (a) all Technical Standards and Specifications, the Project Description and the Plans; (b) all applicable Governmental Authorizations; (c) all Laws and Regulations, including all Environmental Laws, the Occupational Health and Safety Act (Ontario), the Ontario Human Rights Code, the Pay Equity Act (Ontario) and the Workplace Safety and Insurance Act, 1997 (Ontario); (d) all Construction Contract Documents subject to Sections 2.2 (a) and (b); and the results of any studies and tests related to the Services and Deliverables and carried out in accordance with the provisions of this Agreement, and the Service Provider shall, upon the request of the Ministry at any time during the term of this Agreement, provide satisfactory proof of compliance with same. 4.6 Quality Control Plan (a) No later than twenty (20) Business Days following execution of this Agreement, the Service Provider shall have in place quality assurance, quality control and risk management procedures for the Services and Deliverables (the “Quality Control Plan") acceptable to the Ministry acting reasonably.
(a) the Service Provider shall have performed the relevant Services and Deliverables in accordance with this Agreement; (b) the Ministry shall have received an invoice from the Service Provider relating to the relevant Services and Deliverables containing the information specified in the RFP as it may be amended from time to time by the Ministry; (c) there shall not be an unresolved Event of Default of the Service Provider under Section 15.1 (b), (c) or (d); (d) the Service Provider not be in Default under Section 15.1(e), (f), (g), (h) or (i); and (e) should the Ministry, acting reasonably, determine that the information provided by the Service Provider is not sufficient to justify payment for the progress and/or Deliverable pursuant to Section 10.1, the Ministry may require additional information/justification in support of the invoice submitted. 9.5 Harmonized Tax Canada and Ontario have entered into a Comprehensive Integrated Tax Coordination Agreement whereby Ontario has agreed to pay harmonized tax (HST) on its purchases. For Deliverables provided on or after July 1, 2010, the supplier shall invoice and collect HST from the Ministry for the Deliverables in accordance with the provisions of the Excise Tax Act, R.S.C. 1985, c.E-15, as amended or replaced from time to time. 9.6 SetOff The Ministry may hold back payment or set off against payment if, in the opinion of the Ministry acting reasonably, the Service Provider has failed to comply with any requirements of this Agreement.
ARTICLE 10 REPRESENTATIONS AND WARRANTIES 10.1 The Service Provider makes the following representations and warranties to the Ministry and confirms that the Ministry is relying upon such representations and warranties: it is validly existing under the laws of its jurisdiction and has all necessary power and authority to own its properties and carry on its business as presently carried on and is duly licensed, registered and qualified in all jurisdictions where the character of its property owned or leased or the nature of the activities conducted by it makes such licensing, registration or qualification necessary; (b) no steps or proceedings have been taken or are pending to supersede or amend its constating documents or by-laws in a manner which would impair or limit its ability to carry out its obligations hereunder; (c) it has full power, legal right and authority to enter into this Agreement, and to do all acts and things and execute and deliver all other documents as are required hereunder to be done, observed or performed by it; (d) it has taken all necessary corporate action to authorize the creation, execution, delivery and performance of this Agreement, and to observe and perform the provisions hereof including holding a valid certificate of authorization issued by the Professional Engineers of Ontario; (e) this Agreement constitutes a valid and legally binding obligation of the Service Provider enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of the rights of creditors generally, the general principles of equity and that equitable remedies such as specific performance and injunction are available only in the discretion of a court; (f) none of the authorization, creation, execution or delivery of this Agreement, nor compliance with or performance of the terms and conditions of this Agreement: